Fleetmatics Group PLC Sample Contracts

FLEETMATICS GROUP PUBLIC LIMITED COMPANY (an Irish public limited company) 8,000,000 Ordinary Shares UNDERWRITING AGREEMENT
Underwriting Agreement • June 28th, 2013 • FleetMatics Group PLC • Services-prepackaged software • New York
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FLEETMATICS GROUP PLC (an Irish public limited company) Ordinary Shares UNDERWRITING AGREEMENT
Underwriting Agreement • September 24th, 2012 • FleetMatics Group PLC • Services-prepackaged software • New York
EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2014 • Fleetmatics Group PLC • Services-prepackaged software • Massachusetts

This Employment Agreement (the “Agreement”) is entered into as of (the “Effective Date”) by and among Fleetmatics Group PLC (the “Company”), FleetMatics USA Holdings, Inc., 70 Walnut Street, 2nd floor, Wellesley Hills, MA 02481 (“U.S. Subsidiary”), and Kathleen Finato, of 354 Donnelly Place, Vernon Hills, IL 60061 (“Executive”). The parties hereby agree as follows:

BAY COLONY CORPORATE CENTER 1100 WINTER STREET WALTHAM, MASSACHUSETTS Lease Dated June 12, 2013
Agreement • August 9th, 2013 • Fleetmatics Group PLC • Services-prepackaged software • Massachusetts
FLEETMATICS USA GROUP HOLDINGS, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 20th, 2012 • FleetMatics Group PLC • Services-prepackaged software • Delaware

This Indemnification Agreement (“Agreement”) is made as of , 2012 by and between FleetMatics USA Group Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

COMMERCIAL LEASE
Commercial Lease • November 7th, 2016 • Fleetmatics Group PLC • Services-prepackaged software

In computing invoices to be sent to Tenant for electricity supplied to the Premises through the Check Meter, Landlord shall use the same billing rate and structure as used by the local electrical utility company.

CREDIT AGREEMENT by and among WELLS FARGO CAPITAL FINANCE, LLC, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, THE OTHER LOAN PARTIES THAT ARE PARTIES HERETO and FLEETMATICS USA, LLC as Borrower Dated as of May 10, 2012
Credit Agreement • September 24th, 2012 • FleetMatics Group PLC • Services-prepackaged software • Massachusetts

THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of May 10, 2012, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), FLEETMATICS GROUP LIMITED, an Irish company limited by shares with company number 392886 (“Irish Holdings”), FLEETMATICS USA GROUP HOLDINGS, INC., a Delaware corporation (“Holdings”), FLEETMATICS USA HOLDINGS, INC., a Delaware corporation (“Parent”), FLEETMATICS (UK) LIMITED, a private limited company incorporated and registered under the laws of England and Wales (“FleetMatics UK”), FLEETMATICS IRL LIMITED, an Irish company limited by shares (“FleetMatics Ireland”), FLEETMATICS PATENTS L

Amended and Restated Service Agreement September 20, 2012 Fleetmatics Irl Limited and John Goggin
Service Agreement • September 24th, 2012 • FleetMatics Group PLC • Services-prepackaged software

A service agreement was entered into between the Parties on 1 December 2004 (the “Service Agreement”). This Agreement constitutes the entire amended and restated Service Agreement and supersedes in its entirety all prior undertakings and agreements between the Parties with respect to the subject matter hereof.

EMPLOYMENT AGREEMENT
Employment Agreement • April 22nd, 2015 • Fleetmatics Group PLC • Services-prepackaged software • Massachusetts

This Employment Agreement (the “Agreement”) is entered into as of April 17, 2015 (the “Effective Date”) by and between Fleetmatics Group PLC (the “Company”), Fleetmatics USA, LLC (the “U.S. Subsidiary”) and James Travers (the “Executive”). This Agreement shall fully supersede and replace any prior agreements or understandings between the parties relating to the subject matter herein (collectively the “Prior Agreements”) including, without limitation, the (i) Travers Employment Agreement dated September 19, 2006; and (ii) the Restated Employment Agreement between the Company and Executive between Executive and the Company dated July 11, 2012 (the “Restated Agreement”) and the Employment Agreement dated January 13, 2013, provided the Non-Competition, Confidentiality and Assignment Agreement which is Exhibit A to the Restated Agreement (the “Non-Competition Agreement”) as is also appended hereto as Exhibit A, shall remain in full force and effect and is incorporated by reference into this

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 20th, 2012 • FleetMatics Group PLC • Services-prepackaged software

This Indemnification Agreement (“Agreement”) is made as of , 2012 by and between Fleetmatics Group Limited, an Irish company (the “Company”), and (“Indemnitee”).

Management Services Agreement Dated 23 November 2010 Privia Enterprises Limited, Fleetmatics Group Limited and the Persons Listed in Schedule 1
Management Services Agreement • August 20th, 2012 • FleetMatics Group PLC • Services-prepackaged software
NEWTON WELLESLEY EXECUTIVE OFFICE PARK LLC LEASE
Newton Wellesley • August 20th, 2012 • FleetMatics Group PLC • Services-prepackaged software • Massachusetts
FIRST AMENDMENT TO LEASE
Lease • August 8th, 2014 • Fleetmatics Group PLC • Services-prepackaged software

FIRST AMENDMENT TO LEASE dated as of this 1st day of May, 2014 (the “Effective Date”), by and between BP BAY COLONY LLC, a Delaware limited liability company (“Landlord”) and FLEETMATICS USA, LLC, a Delaware limited liability company (“Tenant”).

DATED JULY 30, 2016 FLEETMATICS GROUP PLC AND VERIZON COMMUNICATIONS INC. EXPENSES REIMBURSEMENT AGREEMENT
Expenses Reimbursement Agreement • August 1st, 2016 • Fleetmatics Group PLC • Services-prepackaged software • New York
FIRST AMENDMENT TO LEASE
Lease • May 15th, 2013 • FleetMatics Group PLC • Services-prepackaged software

This First Amendment to Lease is made and entered into this 1st day of March, 2013, by and between, THE JADE GROUP, LLC., a Florida limited liability company (hereinafter called “Landlord”) and FLEETMATICS USA., a Delaware limited liability company (hereinafter call “Tenant”) with respect to that Lease Agreement entered into between Landlord and Tenant dated May 31, 2011 (the “Lease”);

FLEETMATICS GROUP PUBLIC LIMITED COMPANY (an Irish public limited company) [—] Ordinary Shares UNDERWRITING AGREEMENT
Underwriting Agreement • September 12th, 2013 • Fleetmatics Group PLC • Services-prepackaged software • New York
FIRST AMENDMENT TO OFFICE LEASE BETWEEN YPI 1600 CORPORATE CENTER, LLC AND FLEETMATICS USA, LLC
Office Lease • March 17th, 2014 • Fleetmatics Group PLC • Services-prepackaged software

THIS FIRST AMENDMENT TO OFFICE LEASE BETWEEN YPI 1600 CORPORATE CENTER, LLC AND FLEETMATICS USA, LLC (“AMENDMENT”) is entered into as of the day of , 2013 (the “Effective Date”), between Robert DeMarke, not personally, but as receiver appointed by the Circuit Court of the Nineteenth Judicial Circuit, Cook County, Illinois, in Case No. 12 CH 26044, as successor landlord to YPI 1600 Corporate Center, LLC (“Landlord”), and FLEETMATICS USA, LLC (“Tenant”).

Management Services Agreement Dated 23 November 2010 Privia Enterprises Limited, Fleetmatics Group Limited and the Persons Listed in Schedule 1
Settlement and Release Agreement • September 24th, 2012 • FleetMatics Group PLC • Services-prepackaged software
LEASE ANNEXURE
Attachment • May 8th, 2015 • Fleetmatics Group PLC • Services-prepackaged software

THIS AND THE FOLLOWING 78 PAGES COMPRISE ANNEXURE A TO LEASE DATED December 23, 2014 BETWEEN THE TRUST COMPANY LIMITED (as Landlord) and FLEETMATICS PTY LTD (as Tenant)

SUBSCRIPTION, SHARE PURCHASE AND SHAREHOLDERS AGREEMENT relating to FLEETMATICS GROUP LIMITED
Purchase and Shareholders Agreement • August 20th, 2012 • FleetMatics Group PLC • Services-prepackaged software
FIRST AMENDMENT TO LEASE
Lease • May 15th, 2013 • FleetMatics Group PLC • Services-prepackaged software

THIS FIRST AMENDMENT TO LEASE (this “Amendment”) made and entered into this 11th day of February, 2013 and effective May 1, 2013, to that certain Lease agreement, dated the 3rd Day of August, 2007 (the “Lease”), by and between FLEETMATICS USA, INC. now Fleetmatics USA, LLC (herein referred to as “Lessee”) and US CARWASH INC. (herein referred to as “Lessor”).

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Registration Rights Agreement Fleetmatics Investor Holdings, L.P. Fleetmatics Group Limited and Fleetmatics Group Public Limited Company
Registration Rights Agreement • September 24th, 2012 • FleetMatics Group PLC • Services-prepackaged software
SECOND AMENDMENT TO OFFICE LEASE
Office Lease • August 7th, 2015 • Fleetmatics Group PLC • Services-prepackaged software

This SECOND AMENDMENT TO OFFICE LEASE (“Amendment”) is made this 19th day of February, 2015 (the “Effective Date”), by and between MLCFC 2006-4 GOLF OFFICE, LLC, an Illinois limited liability company (“Landlord”), and FLEETMATICS USA, LLC, a Delaware limited liability company (“Tenant”).

DATED MARCH 13, 2013 THE PRUDENTIAL ASSURANCE COMPANY LIMITED - and - FLEETMATICS (UK) LIMITED - and - FLEETMATICS GROUP PLC COUNTERPART LEASE - of - IMPERIAL WAY RG2 0TD
FleetMatics Group PLC • May 15th, 2013 • Services-prepackaged software

The parties to this Lease are aware of the Code of Practice for Commercial Leases (2007 Edition) and the terms agreed and incorporated within this Lease have taken the Code into account.

EMPLOYMENT AGREEMENT
Employment Agreement • April 7th, 2015 • Fleetmatics Group PLC • Services-prepackaged software • Massachusetts

This Employment Agreement (the “Agreement”) is entered into as of April 6, 2015 (the “Effective Date”) by and between Fleetmatics Group PLC (the “Company”), Fleetmatics USA, LLC (the “U.S. Subsidiary”) and Jill Ward (the “Executive”).

FIRST AMENDMENT OF LEASE
Lease • August 20th, 2012 • FleetMatics Group PLC • Services-prepackaged software

THIS FIRST AMENDMENT OF LEASE dated as of the 7th day of July 2011 by and between Newton Wellesley Executive Office Park LLC, a Massachusetts limited liability company (hereinafter called the “Landlord”) and FleetMatics USA, LLC, a Delaware limited liability company (hereinafter called the “Tenant”).

DATED AUGUST 22, 2016 FLEETMATICS GROUP PLC, VERIZON BUSINESS INTERNATIONAL HOLDINGS B.V. AND VERIZON COMMUNICATIONS INC., AMENDMENT NO. 1 TO TRANSACTION AGREEMENT
Transaction Agreement • August 26th, 2016 • Fleetmatics Group PLC • Services-prepackaged software

THIS AMENDMENT NO. 1 (this “Amendment”), to the Transaction Agreement (the “Transaction Agreement”), dated as of July 30, 2016, by and among Fleetmatics Group PLC, a public limited company incorporated in Ireland (“Fleetmatics”), Verizon Communications Inc., a Delaware corporation (“Verizon”), and Verizon Business International Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands (“Bidco”), is entered into as of August 22, 2016.

SIXTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 5th, 2013 • Fleetmatics Group PLC • Services-prepackaged software • Massachusetts

This SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), dated as of November 29, 2013, is entered into by and among FLEETMATICS GROUP PUBLIC LIMITED COMPANY, an Irish company limited by shares (“Irish Holdings”), FLEETMATICS GROUP LIMITED, an Irish company limited by shares (“Irish Group”), FLEETMATICS USA GROUP HOLDINGS, INC., a Delaware corporation (“Holdings”), FLEETMATICS USA HOLDINGS, INC., a Delaware corporation (“Parent”), FLEETMATICS (UK) LIMITED, a private limited company incorporated and registered under the laws of England and Wales (“FleetMatics UK”), FLEETMATICS IRL LIMITED, an Irish company limited by shares (“FleetMatics Ireland”), FLEETMATICS PATENTS LIMITED, an Irish company limited by shares (“FleetMatics Patents”), SAGEQUEST LLC, an Ohio limited liability company (“SageQuest”), and FLEETMATICS USA, LLC, a Delaware limited liability company (“Borrower”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent (in such c

DATED JULY 30, 2016 FLEETMATICS GROUP PLC, VERIZON BUSINESS INTERNATIONAL HOLDINGS B.V. AND VERIZON COMMUNICATIONS INC., TRANSACTION AGREEMENT
Transaction Agreement • August 1st, 2016 • Fleetmatics Group PLC • Services-prepackaged software • Delaware
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