10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number 001-35678

FLEETMATICS GROUP PLC

(Exact name of registrant as specified in its charter)

Ireland	27-3112485
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Block C, Cookstown Court

Belgard Road

Tallaght

Dublin 24

Ireland

(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: +353 (1) 413 1250

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes  ¨    No  x

The number of shares outstanding of the registrant’s ordinary shares, €0.015 par value per share, as of April 30, 2015 was 38,225,635.

FLEETMATICS GROUP PLC

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2015

TABLE OF CONTENTS

		Page
PART I: FINANCIAL INFORMATION
ITEM 1	Consolidated Financial Statements:		3
	Consolidated Balance Sheets (unaudited) as of March 31, 2015 and December 31, 2014		3
	Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2015 and 2014		4
	Consolidated Statements of Comprehensive Income (unaudited) for the three months ended March 31, 2015 and 2014 and 2013		5
	Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2015 and 2014		6
	Notes to Consolidated Financial Statements (unaudited)		7
ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
ITEM 3	Quantitative and Qualitative Disclosures About Market Risk		31
ITEM 4	Controls and Procedures		32
PART II: OTHER INFORMATION
ITEM 1	Legal Proceedings		34
ITEM 1A	Risk Factors		34
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds		34
ITEM 6	Exhibits		35
SIGNATURE			36

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PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

FLEETMATICS GROUP PLC

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	March 31, 2015			December 31, 2014
	(Unaudited)
Assets
Current assets:
Cash	$	172,173		$	175,400
Restricted cash		141			—
Accounts receivable, net of allowances of $2,877 and $2,200 at March 31, 2015 and December 31, 2014, respectively		20,892			16,876
Deferred tax assets		7,435			7,458
Prepaid expenses and other current assets		14,425			13,379
Total current assets		215,066			213,113
Property and equipment, net		82,456			79,734
Goodwill		38,835			30,207
Intangible assets, net		7,907			6,460
Deferred tax assets, net		6,232			6,353
Other assets		10,729			10,829
Total assets	$	361,225		$	346,696
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	10,534		$	8,001
Accrued expenses and other current liabilities		24,485			24,307
Deferred revenue		24,319			22,592
Total current liabilities		59,338			54,900
Deferred revenue		9,941			10,241
Accrued income taxes		3,573			3,164
Long-term debt, net of discount of $681 at March 31, 2015		23,069			23,750
Other liabilities		4,100			2,356
Total liabilities		100,021			94,411
Commitments and contingencies (Note 14)
Shareholders’ equity:
Ordinary shares, €0.015 par value; 66,666,663 shares authorized; 38,217,823 and 37,875,815 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively		731			725
Additional paid-in capital		306,533			302,881
Accumulated other comprehensive loss		(7,460	)		(970	)
Accumulated deficit		(38,600	)		(50,351	)
Total shareholders’ equity		261,204			252,285
Total liabilities and shareholders’ equity	$	361,225		$	346,696

The accompanying notes are an integral part of the consolidated financial statements.

3

FLEETMATICS GROUP PLC

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

(Unaudited)

	Three Months Ended March 31,
	2015			2014
Subscription revenue	$	65,471		$	51,897
Cost of subscription revenue		17,185			12,746
Gross profit		48,286			39,151
Operating expenses:
Sales and marketing		23,269			18,362
Research and development		4,597			4,177
General and administrative		11,685			11,272
Total operating expenses		39,551			33,811
Income from operations		8,735			5,340
Interest income (expense), net		(269	)		(163	)
Foreign currency transaction gain (loss), net		4,969			(48	)
Loss on extinguishment of debt		(107	)		—
Other income (expense), net		—			41
Income before income taxes		13,328			5,170
Provision for income taxes		1,577			1,542
Net income	$	11,751		$	3,628
Net income per share:
Basic	$	0.31		$	0.10
Diluted	$	0.30		$	0.09
Weighted average ordinary shares outstanding:
Basic		37,989,086			37,129,314
Diluted		39,025,216			38,366,942

The accompanying notes are an integral part of these consolidated financial statements.

4

FLEETMATICS GROUP PLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2015			2014
Net income	$	11,751		$	3,628
Other comprehensive loss:
Foreign currency translation adjustment, net of tax of $0		(6,490	)		(81	)
Total other comprehensive loss		(6,490	)		(81	)
Comprehensive income	$	5,261		$	3,547

The accompanying notes are an integral part of these consolidated financial statements.

5

FLEETMATICS GROUP PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2015			2014
Cash flows from operating activities:
Net income	$	11,751		$	3,628
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property and equipment		6,566			4,303
Amortization of capitalized in-vehicle devices owned by customers		426			286
Amortization of intangible assets		585			594
Amortization of deferred commissions, other deferred costs and debt discount		2,486			1,773
Provision for (benefit from) deferred tax assets		—			78
Provision for accounts receivable allowances		503			790
Unrealized foreign currency transaction (gain) loss		(5,045	)		20
Loss on disposal of property and equipment and other assets		559			417
Share-based compensation		4,543			3,004
Excess tax benefits from share-based awards		(1,063	)		(96	)
Loss on extinguishment of debt		107			—
Changes in operating assets and liabilities:
Accounts receivable		(4,396	)		913
Prepaid expenses and other current and long-term assets		(3,028	)		(2,114	)
Accounts payable, accrued expenses and other current liabilities		1,485			2,112
Accrued income taxes		423			263
Deferred revenue		1,392			4,287
Net cash provided by operating activities		17,294			20,258
Cash flows from investing activities:
Purchases of property and equipment		(9,091	)		(8,115	)
Capitalization of internal-use software costs		(982	)		(416	)
Proceeds from sale of property and equipment		—			41
Payment for business acquired, net of cash acquired		(7,673	)		—
Net (increase) decrease in restricted cash		(149	)		64
Net cash used in investing activities		(17,895	)		(8,426	)
Cash flows from financing activities:
Payments of borrowings under Revolving Credit Facility		(23,750	)		—
Proceeds from borrowings under Credit Facility		22,541			—
Proceeds from exercise of stock options		1,303			770
Taxes paid related to net share settlement of equity awards		(2,551	)		(1,368	)
Excess tax benefits from share-based awards		1,063			96
Payments of capital lease obligations		(174	)		(156	)
Payments of notes payable		(210	)		(45	)
Net cash used in financing activities		(1,778	)		(703	)
Effect of exchange rate changes on cash		(848	)		(108	)
Net increase (decrease) in cash		(3,227	)		11,021
Cash, beginning of period		175,400			137,171
Cash, end of period	$	172,173		$	148,192
Supplemental disclosure of cash flow information:
Cash paid for interest	$	231		$	175
Cash paid (refunds received), net for income taxes	$	129		$	(370	)
Supplemental disclosure of non-cash financing and investing activities:
Acquisition of property and equipment and software through capital leases and notes payable	$	494		$	1,315
Additions to property and equipment included in accounts payable or accrued expenses at the balance sheet dates	$	2,410		$	2,025

The accompanying notes are an integral part of these consolidated financial statements.

6

FLEETMATICS GROUP PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data)

(Unaudited)

1. Nature of the Business

Fleetmatics Group PLC (the “Company”) is a public limited company incorporated in the Republic of Ireland. On September 21, 2012, the Company changed its corporate structure from a private limited company to a public limited company. On that date, the Company became the holding company of Fleetmatics Group Limited (a private limited company incorporated in 2004 in the Republic of Ireland) and its subsidiaries by way of a share-for-share exchange in which the shareholders of Fleetmatics Group Limited exchanged their shares in Fleetmatics Group Limited for identical shares in Fleetmatics Group PLC. Upon the exchange, the historical consolidated financial statements of Fleetmatics Group Limited became the historical consolidated financial statements of Fleetmatics Group PLC.

The Company is a leading global provider of mobile workforce solutions delivered as software-as-a-service (“SaaS”). Its mobile software platform enables businesses to meet the challenges associated with managing their local fleets of commercial vehicles and improve productivity by extracting actionable business intelligence from real-time and historical vehicle and driver behavioral data. The Company offers intuitive, cost-effective Web-based and mobile solutions that provide fleet operators with visibility into vehicle location, fuel usage, speed and mileage and other insights into their mobile workforce, enabling them to reduce operating and capital costs, as well as increase revenue. An integrated, full-featured mobile workforce management product provides additional efficiencies related to job management by empowering the field worker and expediting the job completion process from quote through payment. New customers for the Company’s SaaS offerings typically enter into initial 36-month, non-cancelable subscription agreements for fleet management solutions and 12-month non-cancelable subscription agreements for field service management solutions, with amounts generally billed and due monthly; however, some customers prepay all or part of their contractual obligations quarterly, annually or for the full contract term in exchange for a prepayment discount that is reflected in the pricing of the contract.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries after elimination of all significant intercompany accounts and transactions. All dollar amounts in the financial statements and in the notes to the consolidated financial statements, except share and per share amounts, are stated in thousands of U.S. dollars unless otherwise indicated.

The accompanying consolidated balance sheet as of March 31, 2015, the consolidated statements of operations, the consolidated statements of comprehensive income, and the consolidated statements of cash flows for the three months ended March 31, 2015 and 2014 are unaudited. The interim unaudited financial statements have been prepared on the same basis as the annual audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2015, the results of its operations, its comprehensive income, and its cash flows for the three months ended March 31, 2015 and 2014. The consolidated financial data and other information disclosed in these notes related to the three months ended March 31, 2015 and 2014 are also unaudited. The results for the three months ended March 31, 2015 are not necessarily indicative of results to be expected for the year ending December 31, 2015 or for any other interim periods or future year.

Certain information and footnote disclosures normally included in the Company’s annual audited consolidated financial statements and accompanying notes have been condensed or omitted in these interim financial statements. Accordingly, these unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2014 included in its Annual Report on Form 10-K (“Annual Report”) filed with the Securities and Exchange Commission on February 27, 2015.

7

Fair Value Measurements

Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable, is used to measure fair value:

• Level 1—Quoted prices in active markets for identical assets or liabilities. Fleetmatics did not have any financial assets and liabilities as of March 31, 2015 designated as Level 1.

• Level 2—Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Fleetmatics did not have any financial assets and liabilities as of March 31, 2015 designated as Level 2.

• Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. Fleetmatics has a contingent consideration assumed as a result of the Ornicar acquisition of $2.2 million as of March 31, 2015 designated as Level 3. The Company’s contingent purchase consideration is valued by probability weighting expected payment scenarios and then applying a discount based on the present value of the future cash flow streams. This liability is classified as Level 3 because the probability weighting of future payment scenarios is based on assumptions developed by management. The Company determined a probability weighting that is weighted towards Ornicar achieving certain unit sales and pricing targets at the time of acquisition and the discount rate that is based on the Company’s weighted average cost of capital which is then adjusted for the time value of money. The probability weighting will be adjusted as the actual results provide the Company with more reliable information to weight the probability scenarios.

The carrying values of accounts receivable, accounts payable and accrued expenses and other liabilities (with the exception of the Level 3 fair value measurement noted above) approximate fair value due to the short-term nature of these assets and liabilities. As of March 31, 2015 and December 31, 2014, the Company had no other assets or liabilities that would be classified under this fair value hierarchy.

Deferred Commissions

The Company capitalizes commission costs that are incremental and directly related to the acquisition of customer contracts. For the majority of its customer contracts, the Company pays commissions in full when it receives the initial customer contract for a new subscription or a renewal subscription. For all other customer contracts, the Company pays commissions in full when it receives the initial customer payment for a new subscription or a renewal subscription. Commission costs are capitalized upon payment and are amortized as expense ratably over the term of the related non-cancelable customer contract, in proportion to the recognition of the subscription revenue. If a subscription agreement is terminated, the unamortized portion of any deferred commission cost is recognized as expense immediately.

Commission costs capitalized during the three months ended March 31, 2015 and 2014 totaled $2,549 and $2,020, respectively. Amortization of deferred commissions totaled $2,439 and $1,758 for the three months ended March 31, 2015 and 2014, respectively, and is included in sales and marketing expense in the consolidated statements of operations. Deferred commission costs, net of amortization, are included in other current and long-term assets in the consolidated balance sheets and totaled $15,538 and $15,496 as of March 31, 2015 and December 31, 2014, respectively. Foreign exchange differences also contribute to changes in the net amount of these deferred commission costs.

Capitalized In-Vehicle Device Costs

For customer arrangements in which we retain ownership of the in-vehicle devices installed in a customer’s fleet, we capitalize the cost of the in-vehicle devices (including installation and shipping costs) as a component of property and equipment in our consolidated balance sheets, and we depreciate these assets on a straight-line basis over their estimated useful life, which is currently six years. If a customer subscription agreement is canceled or expires prior to the end of the expected useful life of the in-vehicle device, the carrying value of the asset is depreciated in full with expense immediately recorded as cost of subscription revenue. The carrying value of these installed in-vehicle devices (including installation and shipping costs) was $63.7 million and $61.8 million at March 31, 2015 and December 31, 2014, respectively. Depreciation of these installed in-vehicle devices totaled is included in cost of subscription revenue in our consolidated statements of operations.

For the limited number of customer arrangements in which title to the in-vehicle devices transfers to the customer upon delivery or installation of the in-vehicle device (for which the Company receives an up-front fee from the customer), the Company defers the

8

costs of the installed in-vehicle devices (including installation and shipping costs) as they are directly related to the revenue that the Company derives from the sale of the devices and that it recognizes ratably over the estimated average customer relationship period of six years. The Company capitalizes these in-vehicle device costs and amortizes the deferred costs as expense ratably over the estimated average customer relationship period, in proportion to the recognition of the up-front fee revenue.

Costs of in-vehicle devices owned by customers that were capitalized during the three months ended March 31, 2015 and 2014 totaled $12 and $31, respectively. Amortization of these capitalized costs totaled $426 and $286 for the three months ended March 31, 2015 and 2014, respectively, and is included in cost of subscription revenue in the consolidated statements of operations. Capitalized costs related to these in-vehicle devices of which title has transferred to customers, net of amortization, are included in other current and long-term assets in the consolidated balance sheets and totaled $2,039 and $2,398 as of March 31, 2015 and December 31, 2014, respectively.

Recently Issued and Adopted Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-03, Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Prior to the issuance of the standard, debt issuance costs were required to be presented in the balance sheet as an asset. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2015. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements — Going Concern (“ASU 2014-15”). ASU 2014-15 addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The standard requires either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). In April 2015, the FASB proposed deferring the effective date of the new accounting guidance related to revenue recognition by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also proposed permitting early adoption of the standard, but not before the original effective date of December 15, 2017. We are in the process of evaluating the impact that the adoption of the new revenue recognition standard issued in May 2014 will have on our consolidated financial statements and footnote disclosures. The Company is currently assessing the potential impact of the ASU No. 2014-09 on its consolidated financial statements.

3. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following at March 31, 2015 and December 31, 2014:

	March 31, 2015		December 31, 2014
Deferred commission costs	$	8,162	$	8,074
Prepaid taxes/taxes receivable		1,755		1,588
Prepaid software license fees and support		1,247		854
Prepaid insurance		1,156		1,021
Prepaid subscription service fees		216		21
Capitalized costs of in-vehicle devices owned by customers		175		360
Other		1,714		1,461
Total	$	14,425	$	13,379

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4. Property and Equipment

Property and equipment consisted of the following at March 31, 2015 and December 31, 2014:

	March 31, 2015			December 31, 2014
In-vehicles—installed(1)	$	112,429		$	108,181
In-vehicles devices—uninstalled		6,140			5,541
Computer equipment		10,609			10,065
Internal-use software		7,944			7,815
Furniture and fixtures		1,961			1,981
Leasehold improvements		2,698			2,477
Total property and equipment		141,781			136,060
Less: Accumulated depreciation and amortization(1)		(59,325	)		(56,326	)
Property and equipment, net	$	82,456		$	79,734

(1) During the quarter ended March 31, 2015, the Company removed $2,441 of fully depreciated in-vehicle devices no longer in service.

Depreciation and amortization expense related to property and equipment totaled $6,566 and $4,303 for the three months ended March 31, 2015 and 2014, respectively. Of those amounts, $5,974 and $3,864 for the three months ended March 31, 2015 and 2014, respectively, was recorded in cost of subscription revenue primarily related to depreciation of installed in-vehicle devices and amortization of internal-use software and the remaining costs were included in various operating expenses. The carrying value of installed in-vehicle devices (including shipping and installation costs), net of accumulated depreciation, was $63,679 and $61,804 at March 31, 2015 and December 31, 2014, respectively. Foreign exchange differences contribute to changes in the carrying value of installed in-vehicle devices.

During the three months ended March 31, 2015 and 2014, the Company capitalized costs of $982 and $416, respectively, associated with the development of its internal-use software related to its on-demand software accessed by customers via its website as well as customization and development of its internal business systems. Amortization expense of the internal-use software totaled $478 and $114 during the three months ended March 31, 2015 and 2014, respectively. The carrying value of capitalized internal-use software was $5,188 and $5,325 as of March 31, 2015 and December 31, 2014, respectively. Foreign exchange differences also contribute to changes in the carrying value of internal-use software.

As of March 31, 2015 and December 31, 2014, the gross amount of assets under capital leases totaled $3,496 and $3,327, respectively, and related accumulated amortization totaled $1,479 and $1,459, respectively.

During the three months ended March 31, 2015 and 2014, the Company expensed $559 and $417, respectively, in conjunction with the replacement of installed in-vehicle devices resulting from the Company’s proactive migration to the most recent technology and to a lesser degree a required replacement of those devices. The expense was recorded in cost of subscription revenue and is included in loss on disposal of property and equipment and other assets in the consolidated statements of cash flows.

5. Business Combination

On February 19, 2015, the Company acquired all of the stock and equity interests of Ornicar SAS (“Ornicar”), a France-based privately-held SaaS provider of fleet management solutions. The total consideration of $10,634 consisted of $8,395 of cash paid to acquire all of the assets of Ornicar and to assume a nominal amount of liabilities and $2,239 of contingent consideration. The excess of the purchase price over the fair values of assets acquired and liabilities assumed was recorded as goodwill of $8,628. This acquisition reflects the Company’s global growth strategy to further expand into mainland Europe and to acquire additional customers in new territories.

The following table summarizes the purchase price for Ornicar and the estimated fair values of the separately identifiable assets acquired and liabilities assumed as of February 19, 2015:

Purchase consideration:
Total purchase price, net of cash acquired	$	9,912
Cash acquired		722
Total purchase consideration	$	10,634

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Assets acquired and liabilities assumed:
Cash	$	722
Accounts receivable		297
Prepaid expenses and other current assets		423
Property and equipment		103
Other long-term assets		7
Identifiable intangible assets		1,914
Goodwill		8,628
Total assets acquired, inclusive of goodwill		12,094
Accounts payable, accrued expenses and other current liabilities		(823	)
Deferred tax liabilities		(637	)
Total liabilities assumed		(1,460	)
Total	$	10,634

The estimated fair value of the intangible assets acquired as of the acquisition date was $1,914 with a useful life of three to eight years. The acquired intangible assets consisted of customer relationships, developed technology and trademarks.

The results of Ornicar have been included in the consolidated financial statements from the acquisition date of February 19, 2015. The results of Ornicar were not included in pro forma combined historical results of operation of the Company as they are not material.

6. Goodwill and Intangible Assets

As of March 31, 2015 and December 31, 2014, the carrying amount of goodwill was $38,835 and $30,207, respectively, and resulted from the acquisition of Ornicar in February 2015, KKT Srl (“KKT”) in May 2014, Connect2Field Holdings Pty Limited (“Connect2Field”) in August 2013 and SageQuest in July 2010. No impairment of goodwill was recorded during the three months ended March 31, 2015 or the year ended December 31, 2014.

The change in the carrying amount of goodwill for the three months ended March 31, 2015 was as follows (in thousands):

Balance at January 1, 2015	$	30,207
Acquisition of Ornicar		8,628
Balance at March 31, 2015	$	38,835

Intangible assets consisted of the following as of March 31, 2015 and December 31, 2014, with gross and net amounts of foreign currency-denominated intangible assets reflected at March 31, 2015 and December 31, 2014 exchange rates, respectively:

	March 31, 2015
	Gross Amount		Accumulated Amortization			Carrying Value
Customer relationships	$	12,757	$	(7,750	)	$	5,007
Acquired developed technology		5,640		(2,985	)		2,655
Trademarks		523		(393	)		130
Patent		193		(78	)		115
Total	$	19,113	$	(11,205	)	$	7,907
	December 31, 2014
	Gross Amount		Accumulated Amortization			Carrying Value
Customer relationships	$	11,100	$	(7,471	)	$	3,629
Acquired developed technology		5,506		(2,822	)		2,684
Trademarks		400		(387	)		13
Patent		219		(85	)		134
Total	$	17,225	$	(10,765	)	$	6,460

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Amortization expense related to intangible assets was $585 and $594 for the three months ended March 31, 2015 and 2014, respectively. Of those amounts, amortization expense of $300 and $258 for the three months ended March 31, 2015 and 2014, respectively, was included in the cost of subscription revenue in the consolidated statements of operations, and amortization expense of $285 and $336 for the three months ended March 31, 2015 and 2014, respectively, was included in sales and marketing expense in the consolidated statements of operations.

We currently expect to amortize the following remaining amounts of intangible assets held at March 31, 2015 in the fiscal periods as follows:

Year ending December 31,
2015	$	2,195
2016		2,164
2017		1,369
2018		989
2019		780
Thereafter		410
	$	7,907

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7. Other Assets

Other assets (non-current) consisted of the following as of March 31, 2015 and December 31, 2014:

	March 31, 2015		December 31, 2014
Deferred commission costs	$	7,377	$	7,423
Capitalized costs of in-vehicle devices owned by customers		1,864		2,037
Other		1,488		1,369
Total	$	10,729	$	10,829

8. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of March 31, 2015 and December 31, 2014:

	March 31, 2015		December 31, 2014
Accrued payroll and related expenses	$	9,857	$	10,862
Accrued professional fees		2,702		3,137
Accrued income taxes		1,724		1,869
Accrued marketing expense		1,239		934
Contingent consideration		1,091		—
Accrued insurance expense		861		337
Other		7,011		7,168
Total	$	24,485	$	24,307

9. Other Liabilities

Other liabilities (non-current) consisted of the following as of March 31, 2015 and December 31, 2014:

	March 31, 2015		December 31, 2014
Accrued rent	$	1,331	$	1,371
Capital lease obligations		1,008		918
Contingent consideration		1,150		67
Deferred tax liabilities		611		—
Total	$	4,100	$	2,356

10. Long-term Debt

Credit Facility

On January 21, 2015, Fleetmatics Group PLC and its subsidiaries Fleetmatics USA, LLC and Fleetmatics Development Limited, as borrowers (the “Company”) entered into a Credit Agreement with Citibank, N.A., as administrative agent, and the lenders party thereto, for a senior, first-priority secured financing comprised of revolving loans, letters of credit and swing line loans in a total maximum amount of $125,000 (the “Credit Facility”). The Credit Facility consists of a five-year multi-currency revolving credit facility in a dollar amount of up to $125,000 which includes a sublimit of $5,000 for letters of credit and a $10,000 swing line facility. The Credit Facility also includes an accordion feature that allows the Company to increase the Credit Facility to a total of $200,000, subject to securing additional commitments from existing lenders or new lending institutions. The Company used the net proceeds of borrowings under the Credit Facility to repay the $23,750 outstanding under the Company’s previously existing revolving credit facility with Wells Fargo Capital Finance, LLC (“Amended Revolving Credit Facility”), and for working capital and other general corporate purposes. As a result of the early repayment of the Amended Revolving Credit Facility, in the three months ended March 31, 2015, the Company recorded a loss on extinguishment of debt of $107, comprised of the write-off of unamortized debt issuance costs.

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At the Company’s election, loans made under the Credit Facility bear interest at either (1) a rate per annum equal to (a) the highest of the Administrative Agent’s prime rate, or 0.5% in excess of the Federal Funds Effective Rate or 2.0% in excess of one- month LIBOR (the “Base Rate”), plus an applicable margin, or (2) the one-, two-, three-, or six-month per annum LIBOR for deposits in U.S. dollars, plus an applicable margin. The applicable margin for the revolving loans depends on the Company’s leverage ratio and varies from 0.5% to 1.25%, in the case of Base Rate loans, and from 1.50% to 2.25%, in the case of LIBOR loans. Swing line loans bear interest at the Base Rate. Commitment fees on the average daily unused portion of the Credit Facility (excluding swing line loans) are payable at rates per annum ranging from 0.2% to 0.3%, depending on the Company’s leverage ratio.

On the issuance date of January 21, 2015, the Credit Facility was recorded in the consolidated balance sheet net of discount of $708, related to fees assessed by the lender at the time. The carrying value of this debt is being accreted to the principal amount of the debt by charges to interest expense using the effective-interest method over the five-year term of the Credit Facility to the maturity date. At March 31, 2015, the debt discount balance totaled $681. Accretion amounts recognized as interest expense for the three months ended March 31, 2015 totaled $27. On the issuance date, the Company also capitalized deferred financing costs of $501 related to third-party fees incurred in connection with the Credit Facility. These deferred costs are being amortized through charges to interest expense using the effective-interest method over the five-year term of the Credit Facility to the expiration date. At March 31, 2015, deferred financing cost recorded in other current assets and other assets (non-current) were $100 and $381, and totaled $481. Amortization amounts recognized as interest expense for the three months ended March 31, 2015 totaled $20.

The Credit Facility contains certain customary financial, affirmative and negative covenants including a maximum leverage ratio and minimum interest coverage ratio and negative covenants that limit or restrict, among other things, dividends, secured indebtedness, mergers and fundamental changes, asset dispositions and sales, investments and acquisitions, liens and encumbrances, transactions with affiliates, and other matters customarily restricted in such agreements. Amounts borrowed under the Credit Facility may be repaid and, subject to customary terms and conditions, reborrowed at any time during and up to the maturity date. Any outstanding balance under the Credit Facility is due and payable no later than January 21, 2020. As of March 31, 2015, the Company had outstanding borrowings of $23,750 under the Credit Facility and was in compliance with all such covenants.

11. Income Taxes

The Company’s effective income tax rate for the three months ended March 31, 2015 was 11.8%, on pre-tax income of $13,328. The effective tax rate for three months ended March 31, 2015 was lower than the statutory Irish rate of 12.5% primarily due to income being generated in a jurisdiction that has a lower tax rate than the Irish statutory rate and to the Irish research and development tax credit. The Company made a change to its organizational structure that impacted the jurisdictional mix of profits and was favorable to our income tax expense. The decrease associated with these items was partially offset by the recording of uncertain tax positions including interest and penalties.

The Company’s effective income tax rate for the three months ended March 31, 2014 was 29.8%, on pre-tax income of $5,170. The effective tax rate for three months ended March 31, 2014 was higher than the statutory Irish rate of 12.5% primarily due to income being generated in jurisdictions that have a higher tax rate than the Irish statutory rate and to the recording of uncertain tax positions including interest and penalties. The increase associated with these items was partially offset by the Irish research and development tax credit.

It is reasonably possible that within the next 12 months the Company’s unrecognized tax benefits, exclusive of interest, may decrease by up to $1,002. This is primarily due to statute of limitations expiring for the recognition of these tax benefits of one of the Company’s non-Irish subsidiaries in 2015.

12. Share-Based Awards

2011 Stock Option and Incentive Plan

In September 2011, the Board of Directors adopted and the Company’s shareholders approved the 2011 Stock Option and Incentive Plan (the “2011 Plan”). The 2011 Plan permits the Company to make grants of incentive stock options, non-qualified stock options, restricted stock units and cash-based awards at an exercise price no less than the fair market value per share of the Company’s ordinary shares on the grant date and with a maximum term of seven years. These awards may be granted to the Company’s employees and non-employee directors. In February 2014, pursuant to the terms of the 2011 Plan, the number of ordinary shares reserved for issuance under the 2011 Plan automatically increased by 1,761,450 shares from 1,883,334 to 3,644,784, calculated as 4.75% of the January 31, 2014 ordinary shares issued and outstanding. In February 2015, pursuant to the terms of the 2011 Plan, the number of ordinary shares reserved for issuance under the 2011 Plan automatically increased by 1,800,126 shares from 3,644,784 to 5,444,910, calculated as 4.75% of the January 31, 2015 ordinary shares issued and outstanding. This number is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization.

The Company grants share-based awards with employment service conditions only (“service-based” awards) and share-based awards with both employment service and performance conditions (“performance-based” awards). The Company applies the fair value recognition provisions for all share-based awards granted or modified and records compensation costs over the requisite service period

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of the award based on the grant-date fair value. The straight-line method is applied to all service-based awards granted, while the graded-vesting method is applied to all performance-based awards granted. The requisite service period for service-based awards is generally four years, with restrictions lapsing evenly over the period.

Stock Option Activity

Stock option activity during the three months ended March 31, 2015 was as follows:

	Number of Shares Under Option			Weighted Average Exercise Price
Outstanding at December 31, 2014		850,247		$	5.76
Granted		—
Exercised		(228,118	)	$	5.71
Forfeited and canceled		—		$	—
Outstanding at March 31, 2015		622,129		$	5.78
Vested and expected to vest at March 31, 2015		617,017		$	5.75
Exercisable at March 31, 2015		519,508		$	4.96

2012 Employee Share Purchase Plan

In September 2012, the Company’s Board of Directors adopted and its shareholders approved the 2012 Employee Share Purchase Plan, which became effective upon the closing of the Company’s initial public offering (“IPO”) in October 2012. The 2012 Employee Share Purchase Plan authorizes the issuance of up to 400,000 ordinary shares to participating employees.

All employees who have been employed for at least 30 days and whose customary employment is for more than 20 hours per week are eligible to participate in the 2012 Employee Share Purchase Plan. Any employee who owns 5% or more of the voting power or value of ordinary shares is not eligible to purchase shares under the 2012 Employee Share Purchase Plan. The Company will make one or more offerings each year to its employees to purchase shares under the 2012 Employee Share Purchase Plan. The first offering began during 2013 and subsequent offerings will usually begin on each May 1st and November 1st and will continue for six-month periods, referred to as offering periods. Each eligible employee may elect to participate in any offering by submitting an enrollment form at least 15 days before the relevant offering date.

Each employee who is a participant in the 2012 Employee Share Purchase Plan may purchase shares by authorizing payroll deductions of up to 15% of his or her base compensation during an offering period. Unless the participating employee has previously withdrawn from the offering, his or her accumulated payroll deductions will be used to purchase ordinary shares on the last business day of the offering period at a price equal to 85% of the fair market value of the ordinary shares on the first business day or the last business day of the offering period, whichever is lower, provided that no more than 2,500 ordinary shares may be purchased by any one employee during each offering period. Under applicable tax rules, an employee may purchase no more than $25 worth of ordinary shares, valued at the start of the purchase period, under the 2012 Employee Share Purchase Plan in any calendar year.

The accumulated payroll deductions of any employee who is not a participant on the last day of an offering period will be refunded. An employee’s rights under the 2012 Employee Share Purchase Plan terminate upon voluntary withdrawal from the plan or when the employee ceases employment with us for any reason.

The 2012 Employee Share Purchase Plan may be terminated or amended by the Board of Directors at any time. An amendment that increases the number of ordinary shares that are authorized under the 2012 Employee Share Purchase Plan and certain other amendments require the approval of the Company’s shareholders.

Restricted Stock Unit Awards

On February 20, 2015, the Company granted service-based restricted stock units (“RSUs”) for the purchase of 667,185 ordinary shares and performance-based restricted stock units (“PSUs”) for the purchase of 224,250 ordinary shares with a grant-date fair value of $38.88. The RSUs have restrictions which lapse four years from the date of grant. Restrictions on the PSUs will lapse based upon the achievement of certain financial performance targets during the applicable performance period, which ends on December 31, 2015. The grant date fair value of the shares is recognized over the requisite period of performance once achievement of criteria is deemed probable. Periodically throughout the performance period, the Company estimates the likelihood of achieving performance goals. Actual results, and future changes in estimates, may differ substantially from the Company’s current estimates. If the targets are not achieved, the shares will be forfeited by the employee.

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Share-based Compensation

The Company recognized share-based compensation expense from all awards in the following expense categories:

	Three Months Ended March 31,
	2015		2014
Cost of subscription revenue	$	251	$	147
Sales and marketing		1,824		1,173
Research and development		673		397
General and administrative		1,795		1,287
Total	$	4,543	$	3,004

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13. Net Income per Share

Basic and diluted net income per share attributable to ordinary shareholders was calculated as follows for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
	2015		2014
Basic net income per share:
Numerator:
Net income	$	11,751	$	3,628
Denominator:
Weighted average ordinary shares outstanding—basic		37,989,086		37,129,314
Net income per share—basic	$	0.31	$	0.10
Diluted net income per share:
Numerator:
Net income	$	11,751	$	3,628
Denominator:
Weighted average ordinary shares outstanding—basic		37,989,086		37,129,314
Dilutive effect of ordinary share equivalents		1,036,130		1,237,628
Weighted average ordinary shares outstanding—diluted		39,025,216		38,366,942
Net income per share—diluted	$	0.30	$	0.09

14. Commitments and Contingencies

Lease Commitments

The Company leases its office space under non-cancelable operating leases, some of which contain payment escalations. The Company recognizes rent expense on a straight-line basis over the non-cancelable lease term and records the difference between cash rent payments and rent expense recognized in the consolidated statements of operations as accrued rent within accrued expenses (current) and other liabilities (non-current). The Company also leases office equipment under operating leases that expire at various dates through 2019.

Future minimum lease payments under non-cancelable operating and capital leases at March 31, 2015 are as follows:

Years Ending December 31,	Operating Leases		Capital Leases			Total
Remaining 2015	$	7,693	$	681		$	8,374
2016		7,212		760			7,972
2017		6,560		416			6,976
2018		3,047		44			3,091
2019		1,867		—			1,867
Thereafter		1,962		—			1,962
Total	$	28,341		1,901		$	30,242
Less amount representing interest				(92	)
Present value of minimum lease payments			$	1,809

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Data Center Agreements

The Company has agreements with various vendors to provide specialized space and services for the Company to host its software application. Future minimum payments under non-cancelable data center agreements at March 31, 2015 totaling $765 which will become payable in the year ending December 31, 2015.

Purchase Commitments

As of March 31, 2015, the Company had non-cancelable purchase commitments related to telecommunications, subscription fees for third-party data (such as Internet maps) and subscription fees for software services totaling $8,831, of which $3,671, $2,805, and $2,355 will become payable in the years ending December 31, 2015, 2016, and 2017, respectively.

Indemnification Agreements

In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements, from services to be provided by the Company, or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and certain of its officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on its consolidated financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its consolidated financial statements as of March 31, 2015 and December 31, 2014.

Litigation

From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. In addition, the Company may receive notification alleging infringement of patent or other intellectual property rights. The Company is not a party to any material legal proceedings, nor is the Company aware of any pending or threatened litigation, that, in its opinion, would have a material adverse effect on its business or its consolidated financial position, results of operations or cash flows should such litigation be resolved unfavorably. The Company accrues contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated.

On December 19, 2013, GPNE Corp. filed a complaint against the Company (GPNE Corp. v. Fleetmatics USA, LLC, Civil Action No. 13-2049) in the United States District Court for the District of Delaware alleging infringement of certain U.S. patents. The parties executed an agreement to settle the claims for an amount that is not material to the business of the Company and on April 15, 2015 GPNE filed a joint stipulation of dismissal. The Court dismissed the case with prejudice on April 16, 2015 and the case is now closed.

15. Subsequent Event

In April 2015, the Company granted service-based restricted stock units (“RSUs”) for the purchase of 137,917 ordinary shares and performance-based restricted stock units (“PSUs”) for the purchase of 128,917 ordinary shares with a grant-date fair value of $44.46. The RSUs have restrictions which lapse four years from the date of grant. Restrictions on the PSUs will lapse based upon the achievement of certain financial performance targets during the applicable performance period, which ends on December 31, 2015. The grant date fair value of the shares is recognized over the requisite period of performance once achievement of criteria is deemed probable. Periodically throughout the performance period, the Company estimates the likelihood of achieving performance goals. Actual results, and future changes in estimates, may differ substantially from the Company’s current estimates. If the targets are not achieved, the shares will be forfeited by the employee.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K (“Annual Report”) filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2015.

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Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or Exchange Act. Such forward-looking statements include any expectation of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; factors that may affect our operating results; statements related to adding employees; statements related to future capital expenditures; statements related to future economic conditions or performance; statements as to industry trends and other matters that do not relate strictly to historical facts or statements of assumptions underlying any of the foregoing. Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “will,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors” in our Annual Report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Overview

Fleetmatics is a leading global provider of mobile workforce solutions delivered as software-as-a-service, or SaaS. Our mobile software platform enables businesses to meet the challenges associated with managing their local fleets of commercial vehicles and improve productivity by extracting actionable business intelligence from vehicle and driver behavioral data. We offer intuitive, cost-effective Web-based and mobile application solutions that provide fleet operators with visibility into vehicle location, fuel usage, speed and mileage and other insights into their mobile workforce, enabling them to reduce operating and capital costs, as well as increase revenue. In addition, we offer an integrated, full-featured mobile workforce management application which provides additional efficiencies related to job management by empowering the field worker and expediting the job completion process from quote through payment. As of March 31, 2015, we had approximately 28,000 customers who collectively deployed our solutions in approximately 594,000 vehicles worldwide. The substantial majority of our customers are small and medium-sized businesses, or SMBs, each of which deploys our solutions in 500 or fewer vehicles. During the three months ended March 31, 2015, we collected an average of approximately 69 million data points per day from these vehicles, and we have aggregated over 80 billion data points since our inception, which we believe provides valuable information that we may consider in the development of complementary solutions and additional sources of revenue.

We were founded in 2004 in Dublin, Ireland through a combination of two fleet management companies, WebSoft Ltd. and Moviltec Ltd. Since inception, our software has been designed to be delivered as a hosted, multi-tenant offering, accessed through a Web browser utilizing broadly available in-vehicle devices to transmit vehicle and driver behavioral data to our databases over cellular networks.

In April 2014, Fleetmatics announced the release of its new software platform and the launch of the three new product offerings with new and, in some cases, patented features: Fleetmatics REVEAL, a business-intelligence based fleet management solution for SMBs; Fleetmatics REVEAL+, which extends Fleetmatics REVEAL to enterprises and is configurable to customers requiring integration capabilities with third-party workflow solutions; and Fleetmatics WORK, a field service management solution. This software platform is an analytics-based, extensible foundation to deliver solutions, features, insights and applications that optimize how a mobile workforce gets work done, and how a business manages those mobile assets. The three product offerings that fall under the software platform offer a solution for service fleet and field service management designed to help businesses maximize their return on fleet and mobile workforce investments.

We derive substantially all of our revenues from subscription agreements to our solutions, which typically include the use of our SaaS fleet management solution and an in-vehicle device. We generate sales through lead-generating Web-based advertising and targeted outbound sales efforts, which we then work to convert into paying customers. Our in-vehicle devices are installed by our network of installation partners. Initial customer contracts are typically 36 months in duration for fleet management customers and 12 months in duration for field service management customers, both with automatic annual renewals for one or more years thereafter, unless the customer elects not to renew. These contract terms provide us with a high degree of visibility into future revenue. Our customer contracts are non-cancelable, and our customers generally are billed on a monthly basis.

We have achieved significant revenue growth historically. Our growth has been driven through a combination of selling to new customers, selling additional vehicle subscriptions to existing customers, as their number of vehicles under management increases, as

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well as selling additional features of our fleet management applications to our existing customers. Our customer acquisition model is designed to be efficient and scalable by focusing on acquiring large volumes of leads primarily through Web-based sales and marketing efforts. Through these efforts, we have successfully driven strong growth in sales among a relatively diverse and distributed SMB customer base. In the three months ended March 31, 2015 and 2014, our largest customer accounted for approximately 5% and 6%, respectively, of our subscription revenue and our top 25 customers represented approximately 14% and 15%, respectively, of our subscription revenue.

As we pursue our growth strategy, we will have many opportunities and challenges. One of our key initiatives is to expand our business internationally and we expect to hire additional personnel as we pursue this expansion. In February 2015, we acquired France-based Ornicar. In the future, we may complete additional strategic acquisitions to help us expand our sales and operations internationally. We will have to address additional risks as we pursue this international expansion, including the difficulties of localizing our solutions, competing with local companies as well as the challenge of managing and staffing international operations. We also intend to explore opportunities to capitalize on the data we accumulate from our customers’ vehicles as we seek ways to monetize this valuable information. Over time, we may experience pressure on pricing as our products become more mature and as competition intensifies in various markets. Each of our strategic initiatives will require expenditure of capital and management focus and we may be unsuccessful as we execute our strategy.

In each quarter since our inception, we have increased our number of customers and the number of vehicles subscribed to our solutions. As of March 31, 2015, we had approximately 594,000 vehicles under subscription, an increase of 25.8% from approximately 472,000 as of March 31, 2014. Total vehicles under subscription at March 31, 2015 of 594,000 included over 15,000 of vehicles under subscription as a result of our acquisition of Ornicar. Our subscription revenue in the three months ended March 31, 2015 grew 26.2% to $65.5 million compared to $51.9 million in the three months ended March 31, 2014. As the business has grown, we have leveraged our scale to negotiate improved pricing associated with application hosting, procurement of in-vehicle devices, telecommunication services and third-party data subscription services. We reported net income of $11.8 million in the three months ended March 31, 2015 compared to net income of $3.6 million in the three months ended March 31, 2014. Our Adjusted EBITDA (as defined below under Key Financial and Operating Metrics) in the three months ended March 31, 2015 grew 53.8% to $21.2 million compared to $13.8 million in the three months ended March 31, 2014.

On January 31, 2013, we completed a follow-on public offering of our ordinary shares which resulted in the sale of 7,700,000 ordinary shares at a price to the public of $25.00 per share. All of the shares sold in the offering were sold by Fleetmatics Investor Holdings, L.P., the principal stockholder of the Company. In addition, certain of the existing shareholders granted the underwriters an option to purchase an additional 1,155,000 ordinary shares. Fleetmatics did not receive any proceeds from the sale of these shares. The expenses of the offering, not including the underwriting discount, were approximately $0.8 million and were paid by us.

On July 30, 2013, we completed a follow-on public offering of our ordinary shares, which resulted in the sale of 1,000,000 ordinary shares by the Company and 9,925,000 ordinary shares by other selling shareholders at a price of $33.00 per ordinary share. The Company received net proceeds from this follow-on offering of $32.1 million, based upon the price of $33.00 per ordinary share and after deducting underwriting discounts and commissions and offering costs paid by the Company. The Company received no proceeds from the sale of ordinary shares by the selling shareholders.

On September 23, 2013, we completed a follow-on public offering of our ordinary shares, which resulted in the sale of 5,976,443 ordinary shares by the by other selling shareholders at a price of $46.79 per ordinary share. All of the shares sold in the offering were sold by Fleetmatics Investor Holdings, L.P., the principal stockholder of the Company. In addition, certain of the existing shareholders granted the underwriters an option to purchase an additional 597,644 ordinary shares. Fleetmatics did not receive any proceeds from the sale of these shares.

Key Financial and Operating Metrics

In addition to traditional financial metrics, we monitor the ongoing operation of our business using a number of financially and non-financially derived metrics that are not included in our consolidated financial statements.

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	Three Months Ended March 31,
	2015		2014
	(Dollars in thousands)
Total vehicles under subscription		594,000		472,000
Adjusted EBITDA	$	21,184	$	13,777

Total vehicles under subscription. This metric represents the number of vehicles managed by our customers utilizing one or more of our SaaS solutions at the end of the period. Since our revenue is primarily driven by the number of vehicles that subscribe to our SaaS solutions, we believe that total vehicles under subscription is an important metric to monitor.

Adjusted EBITDA. We define Adjusted EBITDA as net income (loss) plus provision for (benefit from) income taxes, interest (income) expense, net, foreign currency transaction gain (loss), net, depreciation and amortization of property and equipment, amortization of capitalized in-vehicle-devices owned by customers, amortization of intangible assets, share-based compensation, certain non-recurring litigation and settlement costs, certain non-recurring secondary public offering costs, acquisition-related transaction costs, and loss on extinguishment of debt.

We have included Adjusted EBITDA in this Management’s Discussion and Analysis of Financial Condition and Results of Operations because it is a key measure used by our management and Board of Directors to understand and evaluate our core operating performance and trends; to prepare and approve our annual budget and to develop short and long-term operational plans; and to allocate resources to expand our business. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Adjusted EBITDA is a key financial measure used by the compensation committee of our Board of Directors in connection with the payment of bonuses to our executive officers. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors.

Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider this performance measure in isolation from or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

• Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

• Adjusted EBITDA does not consider the potentially dilutive impact of equity-based compensation;

• Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us;

• Adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to service interest payments on our debt or any losses on the extinguishment of our debt;

• Adjusted EBITDA does not reflect the costs of certain non-recurring litigation and settlement payments;

• Adjusted EBITDA does not reflect certain non-recurring secondary public offering costs;

• Adjusted EBITDA does not reflect acquisition-related transaction costs;

• Adjusted EBITDA does not include foreign currency transaction gains and losses; and

• other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net income (loss) and our other GAAP results. The following unaudited table presents a reconciliation from net income to Adjusted EBITDA for each of the periods indicated:

	Three Months Ended March 31,
	2015		2014
	(In thousands)
Reconciliation of Net Income to Adjusted EBITDA:
Net income	$	11,751	$	3,628
Provision for income taxes		1,577		1,542

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	Three Months Ended March 31,
	2015			2014
	(In thousands)
Interest (income) expense, net		269			163
Foreign currency transaction (gain) loss, net		(4,969	)		48
Depreciation and amortization of property and equipment		6,566			4,303
Amortization of capitalized in-vehicle devices owned by customers		426			286
Amortization of intangible assets		585			594
Litigation and settlements		172			120
Acquisition-related transaction costs		157			89
Share-based compensation		4,543			3,004
Loss on extinguishment of debt		107			—
Adjusted EBITDA (unaudited)	$	21,184		$	13,777

Components of Results of Operations

Subscription Revenue

We derive substantially all of our revenue from subscription fees for our solutions, which typically include the use of our SaaS fleet management solution and an in-vehicle device. Our revenue is driven primarily by the number of vehicles under subscription and the price per vehicle under subscription. In addition, we generate revenue by selling our customers additional features, such as our fuel card integration, driving style option, and integration with Global Positioning System or GPS, navigation devices. We also generate revenue by selling aggregated, anonymous data to traffic subscription service providers.

Our contract terms generally are 36 months for fleet management customers and 12 months for field service management customers for their initial term with automatic annual renewals for one or more years thereafter, unless the customer elects not to renew. We collect fees from our customers for a ratable portion of the contract on a periodic basis, generally on a monthly basis in advance. Our payment terms are typically monthly in advance; however, we continue to enable our customers to prepay all or part of their contractual obligations quarterly, annually or for the full contract term in exchange for a prepayment discount that is reflected in the pricing of the contract.

Cost of Subscription Revenue

Cost of subscription revenue consists primarily of costs related to communications, third-party data and hosting costs (which include the cost of telecommunications charges for data; subscription fees paid to third-party providers of Internet maps; posted speed limit and other data; and costs of hosting of our software applications underlying our product offerings); third-party costs related to the maintenance and repair of installed in-vehicle devices, which we refer to as field service costs; depreciation of in-vehicle devices (including installation and shipping costs related to these devices); amortization of capitalized in-vehicle devices owned by customers; personnel costs (including share-based compensation) of our customer support activities and related to configuration of our solutions to interface with the customers’ workflow or other internal systems where necessary; amortization expense for internal-use capitalized software costs; amortization of developed technology acquired as part of our acquisition of Ornicar in February 2015, KKT in May 2014, Connect2Field in August 2013 and SageQuest in July 2010; amortization of the patent for our vehicle tracking system; and an allocation of occupancy and general office related expenses, such as rent and utilities, based on headcount. We allocate a portion of customer support costs related to assisting in the sales process to sales and marketing expense.

We capitalize the cost of installed in-vehicle devices (including installation and shipping costs related to these devices) and depreciate these costs over the minimum estimated useful life of the devices or over the estimated average customer relationship period, which are both currently six years. If a customer subscription agreement is canceled or expires prior to the end of the expected useful life of the device under contract, the depreciation period is accelerated resulting in the carrying value being expensed in the then-current period. Furthermore, as a result of the decommissioning of its 2G network by one of our primary network providers, we are incurring additional costs as we migrate customers from in-vehicle devices that support 2G networks to in-vehicle devices that support 3G networks. We expect to have the customer migration completed by the end of 2016.

The expenses related to our hosted software applications are only modestly affected by the number of customers who subscribe to our products because of the scalability of our software applications, data expansion and hosting infrastructure. However, many of the other components of our cost of subscription revenue, such as depreciation of in-vehicle devices and installation and shipping costs related to these devices, communications expense and subscription fees paid to our Internet map providers and for other third-party data are variable costs affected by the number of vehicles subscribed by customers.

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We expect that the cost of subscription revenue in absolute dollars may increase in the future depending on the growth rate of subscription sales to new and existing customers and our resulting need to service and support those customers. We also expect that cost of subscription revenue as a percentage of subscription revenue will fluctuate from period to period.

Sales and Marketing

Sales and marketing expenses consist primarily of wages and benefits (including share-based compensation) for sales and marketing personnel, including the amortization of deferred commissions and travel related expenses; advertising and promotional costs; and an allocation of occupancy and general office related expenses, such as rent and utilities, based on headcount. Also included in our sales and marketing expenses is the amortization of the value of customer relationships and trademarks acquired as part of our SageQuest acquisition in 2010 and Ornicar in February 2015. Advertising costs consist primarily of pay-per-click advertising with search engines, other online and offline advertising media, as well as the costs to create and produce these advertisements. Advertising costs are expensed as incurred. We capitalize commission costs that are incremental and directly related to the acquisition of new customer contracts or renewals. For the majority of our customer contracts, we pay commissions in full when we receive the initial customer contract for a new subscription or a renewal subscription. For all other customer contracts, we pay commissions in full when we receive the initial customer payment for a new subscription or a renewal subscription. Commission costs are capitalized upon payment and are amortized as expense ratably over the term of the related non-cancelable customer contract, in proportion to the recognition of the subscription revenue. If a subscription agreement is terminated, the unamortized portion of any deferred commission cost is recognized as an expense immediately.

We plan to continue to invest in sales and marketing in order to drive growth in our sales and continue to build brand and category awareness. We expect sales and marketing expenses to increase in absolute dollars and to continue to be our largest operating expense in absolute dollars and as a percentage of subscription revenue, although they may fluctuate as a percentage of subscription revenue.

Research and Development

Research and development expenses consist primarily of wages and benefits (including share-based compensation) for product management and development personnel, costs of external consultants, and, to a lesser extent, an allocation of occupancy and general office related expenses, such as rent and utilities, based on headcount. We have focused our research and development efforts on improving ease of use, functionality and technological scalability of our existing products as well as on expanding and developing new offerings. The majority of our research and development employees are located in our development center in Ireland. Therefore, a majority of research and development expense is subject to fluctuations in foreign exchange rates. Research and development costs are expensed as incurred, except for certain internal-use software development costs that qualify for capitalization, such as costs related to software enhancements that add functionality, which are capitalized and amortized over their estimated useful life.

We believe that continued investment in our technology is important for our future growth, and as a result, we expect research and development expenses to increase in absolute dollars, although they may fluctuate as a percentage of subscription revenue.

General and Administrative

General and administrative expenses consist primarily of wages and benefits (including share-based compensation) for administrative services, human resources, internal information technology support, executive, legal, finance and accounting personnel; professional fees; expenses for business application software licenses; non-income related taxes; other corporate expenses, such as insurance; bad debt expenses; and an allocation of occupancy and general office related expenses, such as rent and utilities, based on headcount.

We expect that general and administrative expenses will increase as we continue to add personnel in connection with the anticipated growth of our business.

Interest Income (Expense), net

Interest income (expense), net consists primarily of interest expense on our outstanding debt as well as on our capital lease obligations.

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Foreign Currency Transaction Gain (Loss), net

Foreign currency transaction gain (loss), net consists primarily of the net unrealized gains and losses recognized upon revaluing the foreign currency-denominated intercompany payables and receivables of our various subsidiaries at each balance sheet date. To a lesser extent, foreign currency transaction gain (loss), net also consists of the transaction gains and losses recorded to revalue the foreign currency-denominated customer accounts receivable and vendor payables recorded by our subsidiaries that transact in currencies other than their functional currency. We currently do not engage in hedging activities related to our foreign currency-denominated intercompany balances or our customer receivables and other payables; as such, we cannot predict the impact of future foreign currency transaction gains and losses on our operating results. See Item 3 “Quantitative and Qualitative Disclosures about Market Risk.”

Provision for Income Taxes

Provision for (benefit from) income taxes consists primarily of taxes in Ireland, the United States and the United Kingdom. There are two main drivers of our annual effective tax rate. First, as a multi-national company, we are subject to tax in various jurisdictions which apply various statutory rates of tax to our income. Each of these jurisdictions has its own tax law which is subject to interpretation on a jurisdiction by jurisdiction basis. In Ireland, our operating entity is subject to tax at a 12.5% tax rate and our non-operating entities are subject to tax at a 25% tax rate, while our foreign subsidiaries in the United States and the United Kingdom are subject to tax rates of approximately 39% and 20%, respectively. Second, as a result of our global business model, we engage in a significant number of cross-border intercompany transactions. As a result of these transactions, we have recorded reserves for uncertain tax positions related to how the different jurisdictions may conclude on the tax treatment of the transaction and how we might settle those exposures. There is no guarantee that how one jurisdiction might view a particular transaction will be respected by another jurisdiction. Additionally, there may be instances where our income is subject to taxation in more than one jurisdiction.

Critical Accounting Policies and Estimates

Our unaudited interim financial statements and other financial information as of and for the three months ended March 31, 2015, as presented herein and in Item 1 to this Quarterly Report on Form 10-Q, reflects no material changes in our critical accounting policies and estimates as set forth in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Annual Report.

Results of Operations

The following table presents our results of operations in thousands of dollars and as a percentage of subscription revenue for each of the periods indicated (certain items may not foot due to rounding).

	Three Months Ended March 31,
	2015						2014
	Amount			Percent of Revenue			Amount			Percent of Revenue
	(Dollars in thousands)
Subscription revenue	$	65,471			100.0	%	$	51,897			100.0	%
Cost of subscription revenue		17,185			26.2			12,746			24.6
Gross profit		48,286			73.8			39,151			75.4
Operating expenses:
Sales and marketing		23,269			35.5			18,362			35.4
Research and development		4,597			7.0			4,177			8.1
General and administrative		11,685			17.8			11,272			21.7
Total operating expenses		39,551			60.4			33,811			65.2
Income from operations		8,735			13.3			5,340			10.3
Interest income (expense), net		(269	)		(0.4	)		(163	)		(0.3	)
Foreign currency transaction gain (loss), net		4,969			7.6			(48	)		(0.1	)
Loss on extinguishment of debt		(107	)		(0.2	)		—			—
Other income (expense), net		—			—			41			0.1
Income before income taxes		13,328			20.4			5,170			10.0
Provision for income taxes		1,577			2.4			1,542			3.0
Net income	$	11,751			17.9	%	$	3,628			7.0	%

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Comparison of Three Months Ended March 31, 2015 and 2014

Subscription Revenue

	Three Months Ended March 31,
	2015		2014		% Change
	(Dollars in thousands)
Subscription revenue	$	65,471	$	51,897		26.2	%

Subscription revenue increased by $13.6 million, or 26.2%, for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014. This revenue growth was primarily driven by the increase in the average number of vehicles under subscription, which grew by approximately 25.8% from the three months ended March 31, 2014 to the three months ended March 31, 2015. As of the period-ends, the number of vehicles under subscription increased from approximately 472,000 as of March 31, 2014 to approximately 594,000 (including the units acquired from Ornicar) as of March 31, 2015. The increase in vehicles under subscription was due in large part to our investment in sales and marketing of our solutions, including the addition of 97 sales and marketing personnel from period-end to period-end. Our average selling prices generally remained stable, while volume increased in the three months ended March 31, 2015 as compared to the three months ended March 31, 2014.

Cost of Subscription Revenue

	Three Months Ended March 31,
	2015		2014		% Change
	(Dollars in thousands)
Cost of subscription revenue	$	17,185	$	12,746		34.8	%

Cost of subscription revenue increased by $4.4 million, or 34.8%, for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014. The increase was primarily due to an increase in variable expenses resulting from an increase in the average number of vehicles under subscription, which grew approximately 25.8% period-end to period-end (including the impact of the units acquired from Ornicar). Communications, third-party data and hosting costs increased by $0.8 million due to the increase in the number of installed in-vehicle devices, comprised of an increase of $0.4 million in data communications and hosting costs and $0.4 million in third-party data subscription fees for our software applications. Field service costs for maintenance and repair of installed in-vehicle devices increased by $0.7 million primarily due to the increase in number of vehicles under subscription. Depreciation and amortization of installed in-vehicle devices increased by $1.9 million primarily due to the increase in the number of vehicles under subscription as well as additional costs incurred due to the migration of some of our customers from 2G to 3G networks. Payroll and related expenses increased by $0.6 million primarily due to an increase of 82 employees in our customer support and configuration groups. Facilities expense increased by $0.1 million as a result of increased office space requirements for our additional employees. Amortization of internal-use software increased by $0.3 million as a result of increased capitalized costs period-over-period related to our internal-use software applications accessed by our customers through our website.

As a percentage of subscription revenue, our cost of subscription revenue increased from 24.6% in the three months ended March 31, 2014 to 26.2% in the three months ended March 31, 2015. We continue to negotiate improved pricing for our subscriber-based costs, such as the cost of in-vehicle devices, data communication charges and third-party data subscription fees, including those for mapping and posted speed limit data and have achieved improved economies of scale from our hosting activities and configuration personnel as these components of our costs result in minimal incremental cost per vehicle under subscription. The economies of scale achieved through this improved pricing is offset by increased depreciation and amortization of installed in-vehicle devices primarily due to the increase in the number of vehicles under subscription as well as additional costs incurred due to the migration of some of our customers from 2G to 3G networks.

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Sales and Marketing Expense

	Three Months Ended March 31,
	2015		2014		% Change
	(Dollars in thousands)
Sales and marketing expense	$	23,269	$	18,362		26.7	%

Sales and marketing expense increased $4.9 million, or 26.7%, for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014. This increase was primarily due to our investment in building brand and category awareness in our market to drive customer adoption of our solutions, the expansion of our sales and marketing efforts into international markets, and the build out of dedicated sales teams to support the Fleetmatics WORK application. We incurred increased payroll-related costs of $3.9 million, inclusive of commissions and share-based compensation, primarily related to the expansion of our sales and marketing teams. These increases were the result of an increase of 97 sales and marketing personnel from period-end to period-end. Those 97 new employees were added to further pursue the continued sales growth strategy of our business. We also increased the number of our marketing personnel to focus on lead generation, brand awareness and search engine optimization. Advertising and promotional expenditures increased by $0.6 million due to additional marketing and advertising efforts. Facilities expense increased by $0.5 million as a result of additional office space requirements related to our additional hiring efforts. These increases were partially offset by decreased amortization expense of $0.1 million related to customer relationships and trademarks acquired in the SageQuest acquisition. Customer relationships, trademarks and acquired developed technology are amortized over their estimated useful lives, which range from three to nine years, based on the pattern over which the Company expects to consume the economic benefit of each asset which in general reflects the expected cash flows from each asset.

As a percentage of subscription revenue, sales and marketing expense increased from 35.4% in the three months ended March 31, 2014 to 35.5% in the three months ended March 31, 2015. This increase was primarily due to the increases period-over-period related to the increases in payroll and related expenses and advertising and promotional expenditures period-over-period as noted above. Other cost increases in sales and marketing expense were in line with the percentage growth in subscription revenue period-over-period.

Research and Development Expense

	Three Months Ended March 31,
	2015		2014		% Change
	(Dollars in thousands)
Research and development expense	$	4,597	$	4,177		10.1	%

Research and development expense increased $0.4 million, or 10.1%, for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014. The increase was primarily due to additional payroll-related costs of $0.6 million incurred related to an additional 40 employees hired, partially offset by a decrease of $0.2 million in consulting fees.

Research and development expense for the three months ended March 31, 2015 and 2014 of $4.6 million and $4.2 million, respectively, was recorded net after capitalization of $0.9 million and $0.4 million, respectively, of costs related to our internal-use software applications accessed by our customers through our website.

As a percentage of subscription revenue, research and development expense, net of capitalized costs related to our internal-use software applications, decreased from 8.1% in the three months ended March 31, 2014 to 7.0% in the three months ended March 31, 2015. This decrease was primarily due to the increase period-over-period in capitalized costs related to our internal-use software applications, partially offset by the increases in payroll-related expenses period-over-period as noted above.

General and Administrative Expense

	Three Months Ended March 31,
	2015		2014		% Change
	(Dollars in thousands)
General and administrative expense	$	11,685	$	11,272		3.7	%

General and administrative expense increased $0.4 million, or 3.7%, for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014. This increase was primarily due to an increase of $1.1 million in payroll-related costs, inclusive of share-based compensation, primarily the result of an increase of 20 general and administrative personnel period-over-period in order to support the growth in the business, as well as an increase of $0.3 million of office-related costs associated with our

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additional employees. Also contributing to the increase in general and administrative expense period-over-period was an increase of $0.2 million of audit and tax fees primarily due to the review of our internal controls over financial reporting. These increases were partially offset by a decrease of $0.9 million in professional fees, which in the prior period included costs primarily related to legal fees associated with defending the class action complaint and the patent-infringement case and consulting fees associated with the implementation of certain functionality of our upgraded general ledger system, as well as a decrease of $0.3 million in bad debt expense.

As a percentage of subscription revenue, general and administrative expense decreased from 21.7% in the three months ended March 31, 2014 to 17.8% in the three months ended March 31, 2015 primarily due to the 3.7% increase in expenses noted above being more than offset by the impact of the 26.2% growth in our subscription revenue period-over-period.

Interest Income (Expense), net

	Three Months Ended March 31,
	2015			2014			% Change
	(Dollars in thousands)
Interest income (expense), net	$	(269	)	$	(163	)		65.0	%

Interest income (expense), net for the three months ended March 31, 2015 increased $0.1 million, or 65.0% as compared to the three months ended March 31, 2014 and primarily reflects the interest expense incurred on our long-term debt as well as amortization expense of related debt discounts and deferred financing costs.

On January 21, 2015, Fleetmatics Group PLC and its subsidiaries Fleetmatics USA, LLC and Fleetmatics Development Limited, as borrowers (the “Company”) entered into a Credit Agreement with Citibank, N.A., as administrative agent, and the lenders party thereto, for a senior, first-priority secured financing comprised of revolving loans, letters of credit and swing line loans in a total maximum amount of $125.0 million (the “Credit Facility”). The Credit Facility consists of a five-year multi-currency revolving credit facility in a dollar amount of up to $125.0 million which includes a sublimit of $5,000 for letters of credit and a $10,000 swing line facility. The Credit Facility also includes an accordion feature that will allow the Company to increase the Credit Facility to a total of $200.0 million, subject to securing additional commitments from existing lenders or new lending institutions. The Company used the net proceeds of borrowings under the Credit Facility to repay the $23.8 million outstanding under the Company’s previously existing revolving credit facility with Wells Fargo Capital Finance, LLC (“Amended Revolving Credit Facility”), and for working capital and other general corporate purposes. At the Company’s election, loans made under the Credit Facility bear interest at either (1) a rate per annum equal to (a) the highest of the Administrative Agent’s prime rate, or 0.5% in excess of the Federal Funds Effective Rate or 2.0% in excess of one- month LIBOR (the “Base Rate”), plus an applicable margin, or (2) the one-, two-, three-, or six-month per annum LIBOR for deposits in U.S. dollars, plus an applicable margin. The applicable margin for the revolving loans depends on the Company’s leverage ratio and varies from 0.5% to 1.25%, in the case of Base Rate loans, and from 1.50% to 2.25%, in the case of LIBOR loans. Swing line loans bear interest at the Base Rate. Commitment fees on the average daily unused portion of the Credit Facility (excluding swing line loans) are payable at rates per annum ranging from 0.2% to 0.3%, depending on the Company’s leverage ratio. The Credit Facility contains certain customary financial, affirmative and negative covenants including a maximum leverage ratio and minimum interest coverage ratio and negative covenants that limit or restrict, among other things, dividends, secured indebtedness, mergers and fundamental changes, asset dispositions and sales, investments and acquisitions, liens and encumbrances, transactions with affiliates, and other matters customarily restricted in such agreements. Amounts borrowed under the Credit Facility may be repaid and, subject to customary terms and conditions, reborrowed at any time during and up to the maturity date. Any outstanding balance under the Credit Facility is due and payable no later than January 21, 2020. Interest income netted against interest expense was immaterial in the three months ended March 31, 2015 and 2014.

Foreign Currency Transaction Gain (Loss), net

	Three Months Ended March 31,
	2015		2014			% Change
	(Dollars in thousands)
Foreign currency transaction gain (loss), net	$	4,969	$	(48	)		NM

For the three months ended March 31, 2015, we recognized $5.0 million in foreign currency transaction gains as compared to $48 thousand in foreign currency transaction losses for the three months ended March 31, 2014. Foreign currency transaction gain (loss), net primarily reflects the foreign currency transaction gains or losses arising from exchange rate fluctuations on intercompany payables and receivables denominated in currencies other than the functional currencies of the legal entities in which the transactions are recorded. Foreign currency transaction gains (losses) arise from fluctuations in the value of the U.S. dollar compared to other currencies in which we transact primarily the euro and British pound, and to a lesser extent the Australian dollar.

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Loss on Extinguishment of Debt

In January 2015, we used the $23.8 million in net proceeds from the borrowings under the Credit Facility with Citibank, N.A. to pay in full the amounts due under the Amended Revolving Credit Facility with Wells Fargo Capital Finance, LLC. The repayment of the Wells Fargo Capital Finance, LLC debt was accounted for as a debt extinguishment. For the three months ended March 31, 2015, we recognized a loss on extinguishment of debt of $0.1 million, which was primarily comprised of the write-off of unamortized debt issuance costs.

Provision for Income Taxes

	Three Months Ended March 31,
	2015		2014		% Change
	(Dollars in thousands)
Provision for income taxes	$	1,577	$	1,542		2.3	%

Our provision for income taxes consists primarily of taxes in Ireland, the United States and the United Kingdom. We are subject to tax in various jurisdictions that apply various statutory rates of tax to our income. Each of these jurisdictions has its own tax law, which is subject to interpretation on a jurisdiction-by-jurisdiction basis. In Ireland, our operating entity is subject to tax at a 12.5% tax rate on its trading income and 25% on its non-trading income and our non-operating entities are subject to tax at a 25% or 0% tax rate, while our foreign subsidiaries in the United States and the United Kingdom are subject to tax rates of approximately 39% and 20%, respectively.

Our effective income tax rate for the three months ended March 31, 2015 and 2014 was 11.8% and 29.8%, respectively, on pre-tax income of $13.3 million and $5.2 million, respectively. The effective tax rate for three months ended March 31, 2015 was lower than the statutory Irish rate of 12.5% primarily due to income being generated in a jurisdiction that has a lower tax rate than the statutory Irish rate and to the Irish research and development tax credit. The Company made a change to its organizational structure that impacted the jurisdictional mix of profits and was favorable to our income tax expense. The decrease associated with these items was partially offset due to the recording of uncertain tax positions including interest and penalties.

Our effective tax rate for the three months ended March 31, 2014 was higher than the statutory Irish rate of 12.5% primarily due to income being generated in jurisdictions that have a higher tax rate than the statutory Irish rate and to the recording of uncertain tax positions including interest and penalties. The increase associate with these items was partially offset by the Irish research and development tax credit. Our provision for income taxes may change from period to period based on non-recurring events, such as the settlement of income tax audits and changes in tax laws including enacted statutory rates, as well as recurring factors, including changes in the mix of earnings in countries with differing statutory tax rates. As a result of our global business model and cross-border intercompany transactions, a change in uncertain tax positions or a change in statutory rates could have a significant effect on our overall effective tax rate.

Liquidity and Capital Resources

	Three Months Ended March 31,
	2015			2014
	(in thousands)
Cash flows provided by operating activities	$	17,294		$	20,258
Cash flows used in investing activities		(17,895	)		(8,426	)
Cash flows used in financing activities		(1,778	)		(703	)
Effect of exchange rate changes on cash		(848	)		(108	)
Net increase (decrease) in cash	$	(3,227	)	$	11,021

Operating Activities

Operating activities provided $17.3 million and $20.3 million of cash in the three months ended March 31, 2015 and 2014, respectively. The cash flow provided by operating activities resulted primarily from our net income of $11.8 million, net non-cash

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charges of $9.7 million, and net uses of cash of $4.1 million provided by changes in our operating assets and liabilities. Our non-cash charges primarily consisted of $10.1 million of depreciation and amortization expense, $4.5 million of share-based compensation expense, $0.5 million of provisions for accounts receivable allowances, $0.6 million for losses on disposal of property and equipment and other assets, $0.1 million for losses on extinguishment of debt, $5.0 million of unrealized foreign currency transaction gains, and $1.1 million in excess tax benefits from share-based awards. Net cash provided by changes in our operating assets and liabilities primarily consisted of a $1.4 million increase in deferred revenue, $1.5 million increase in accounts payable, accrued expenses, and other current liabilities, and $0.4 million increase in accrued income taxes, partially offset by a $4.4 million increase in accounts receivable from customers and $3.0 million increase in prepaid expenses and other assets. The increase in deferred revenue was attributable to a greater number of customers prepaying for a portion of their subscription during the quarter. The increase in our accounts payable and accrued expenses resulted from our increased spending due to the growth of our business. The increase in our accrued taxes was due to net increases in our tax reserves. The increase in our accounts receivable was due to the increase in subscription revenue resulting from the increased number of vehicles under subscription, and to a lesser extent due to several annual customer invoices issued during the quarter. The increase in our prepaid expenses and other assets was due to increases in deferred commission payments and additional prepaid software licenses purchased during the quarter.

Operating activities provided $20.3 million of cash in the three months ended March 31, 2014. The cash flow provided by operating activities resulted primarily from our net income of $3.6 million, net non-cash charges of $11.2 million, and net cash of $5.5 million provided by changes in our operating assets and liabilities. Our non-cash charges primarily consisted of $7.0 million of depreciation and amortization expense, $3.0 million of share-based compensation expense, $0.8 million of provisions for accounts receivable allowances, $0.1 million provision for deferred tax assets, $0.4 million for losses on disposal of property and equipment and other assets, and $0.1 million in excess tax benefits from share-based awards. Net cash provided by changes in our operating assets and liabilities primarily consisted of a $4.3 million increase in deferred revenue, $2.1 million increase in accounts payable, accrued expenses, and other current liabilities, a $0.9 million decrease in accounts receivable from customers, and a $0.3 million increase in accrued income taxes, partially offset by a $2.1 million increase in prepaid expenses and other assets. The increase in deferred revenue was attributable to a greater number of customers in 2014 than in 2013 prepaying for a portion of their subscription. The increase in our accounts payable and accrued expenses resulted from our increased spending due to the growth of our business. The decrease in our accounts receivable was due to collection efforts in the first quarter of 2014 on certain customer billings which had been delayed due to a billing system conversion completed during the fourth quarter of 2013. The increase in our accrued taxes was due to net increases in our prior-year tax reserves. The increase in our prepaid expenses and other assets was due to increases in deferred commissions and capitalized costs of in-vehicle devices owned by customers due to the growth in our business.

Investing Activities

Net cash used in investing activities was $17.9 million and $8.4 million for the three months ended March 31, 2015 and 2014, respectively. Net cash used in investing activities consisted primarily of cash paid to acquire Ornicar of $7.7 million in the three months ended March 31, 2015, cash paid to purchase property and equipment of $9.1 million and $8.1 million in the three months ended March 31, 2015 and 2014, respectively, as well as costs capitalized for internal-use software of $1.0 million and $0.4 million in the three months ended March 31, 2015 and 2014, respectively.

Financing Activities

Net cash used in financing activities was $1.8 million and $0.7 million for the three months ended March 31, 2015 and 2014, respectively. Net cash used in financing activities for the three months ended March 31, 2015 consisted of payments of borrowings under the Amended Revolving Credit Facility of $23.8 million, payments of taxes related to net share settlement of equity awards of $2.6 million, payments of our capital lease obligations of $0.2 million, and payments of notes payable of $0.2 million, partially offset by net proceeds from borrowings under our Credit Facility of $22.5 million, proceeds from the issuance of ordinary shares under stock option plans of $1.3 million and from excess tax benefits from share-based awards of $1.0 million. Net cash used in financing activities for the three months ended March 31, 2014 consisted of payments of taxes related to net share settlement of equity awards of $1.4 million, payments of our capital lease obligations of $0.2 million, partially offset by proceeds from the issuance of ordinary shares under stock option plans of $0.8 million and from excess tax benefits from share-based awards of $0.1 million.

Indebtedness and Liquidity

We believe that our cash and borrowings available under our Amended Revolving Credit Facility will be sufficient to meet our working capital and capital expenditure requirements for at least the next twelve months.

On January 21, 2015, Fleetmatics Group PLC and its subsidiaries Fleetmatics USA, LLC and Fleetmatics Development Limited, as borrowers (the “Company”) entered into a Credit Agreement with Citibank, N.A., as administrative agent, and the lenders party thereto, for a senior, first-priority secured financing comprised of revolving loans, letters of credit and swing line loans in a total maximum amount of $125.0 million (the “Credit Facility”). The Credit Facility consists of a five-year multi-currency revolving credit

29

facility in a dollar amount of up to $125.0 million which includes a sublimit of $5,000 for letters of credit and a $10,000 swing line facility. The Credit Facility also includes an accordion feature that allows the Company to increase the Credit Facility to a total of $200.0 million, subject to securing additional commitments from existing lenders or new lending institutions. The Company used the net proceeds of borrowings under the Credit Facility to repay the $23.8 million outstanding under the Company’s previously existing revolving credit facility with Wells Fargo Capital Finance, LLC (“Amended Revolving Credit Facility”), and for working capital and other general corporate purposes. The Credit Facility contains certain customary financial, affirmative and negative covenants including a maximum leverage ratio and minimum interest coverage ratio and negative covenants that limit or restrict, among other things, dividends, secured indebtedness, mergers and fundamental changes, asset dispositions and sales, investments and acquisitions, liens and encumbrances, transactions with affiliates, and other matters customarily restricted in such agreements. Amounts borrowed under the Credit Facility may be repaid and, subject to customary terms and conditions, reborrowed at any time during and up to the maturity date. Any outstanding balance under the Credit Facility is due and payable no later than January 21, 2020. As of March 31, 2015 the Company had outstanding borrowings of $23.8 million under the Credit Facility and was in compliance with all such covenants.

Off-Balance Sheet Arrangements

We do not engage in any off-balance sheet financing activities. We do not have any interest in entities referred to as variable interest entities, which include special purpose entities and other structured finance entities.

Contractual Obligations and Commitments

Our principal commitments consist of obligations under our outstanding debt facilities, leases for our office space, computer equipment, furniture and fixtures, and contractual commitments for hosting and other support services. We have a lease for 42,912 square feet of office space in Waltham, Massachusetts for our U.S. headquarters which is effective through October 2020. We lease approximately 31,200 square feet of office and warehouse space in Ohio under operating leases that expire in November 2017 with a five-year extension option. We lease 16,587 square feet of office space in Ireland for our registered office and for our research and development and sales teams under operating leases that expire in May 2022. We have a lease for 2,200 square feet of office space in Templeogue Village, Dublin, which expires in 2036. We lease office space in Rolling Meadows, Illinois, Clearwater, Florida, Charlotte, North Carolina, Scottsdale, Arizona, Sydney, Australia, Reading, Berkshire in the United Kingdom, Utrecht, the Netherlands, and Grenoble, France for our sales, marketing and customer care organizations under lease agreements that expire at various dates through 2021. We lease office space in Florence, Italy primarily for research and development employees. The Company also leases office equipment under operating leases that expire at various dates through 2019.

We have non-cancelable purchase commitments related to telecommunications, mapping and subscription software services that are payable through 2017.

We have agreements with various vendors to provide specialized space and equipment and related services from which we host our software application. The agreements include payment commitments that expire at various dates through 2015.

The following table summarizes our contractual obligations at March 31, 2015:

	Payments Due by Period
	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
	(in thousands)
Credit Facility(1)	$	24,729	$	203	$	406	$	24,120	$	—
Capital lease obligations(2)		1,901		871		1,030		—		—
Operating lease obligations(3)		17,766		4,153		7,985		4,175		1,453
Outstanding purchase obligations(4)		8,831		4,499		4,332		—		—
Data center commitments(5)		765		765		—		—		—
Total(6)	$	53,992	$	10,491	$	13,753	$	28,295	$	1,453

(1) Represents the outstanding borrowings and contractually required unused line fees and service fees contractually required under our Credit Facility in existence at March 31, 2015.

(2) Represents the contractually required payments under our capital lease obligations in existence as of March 31, 2015 in accordance with the required payment schedule. No assumptions were made with respect to renewing the lease terms at the expiration date of their initial terms.

30

(3) Represents the contractually required payments under our operating lease obligations in existence as of March 31, 2015 in accordance with the required payment schedule. No assumptions were made with respect to renewing the lease terms at the expiration date of their initial terms.

(4) Represents the contractually required payments under the various purchase obligations in existence as of March 31, 2015. No assumptions were made with respect to renewing the purchase obligations at the expiration date of their initial terms, no amounts are assumed to be prepaid and no assumptions were made for early termination of any obligations.

(5) Represents the contractually required payments for our data center agreements in existence as of March 31, 2015 in accordance with the required payment schedule. No assumptions were made with respect to renewing the lease term at its expiration date.

(6) This table does not include $3.6 million recorded as liabilities for unrecognized tax benefits (inclusive of $2.9 million of accrued interest and penalties) as of March 31, 2015 as we are unable to make reasonably reliable estimates of when cash settlement, if any, will occur with a tax authority because the timing of the examination and the ultimate resolution of the examination is uncertain. Refer to Note 11 to our unaudited consolidated financial statements for further discussion on income taxes.

Recently Issued and Adopted Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-03, Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Prior to the issuance of the standard, debt issuance costs were required to be presented in the balance sheet as an asset. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2015. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements — Going Concern (“ASU 2014-15”). ASU 2014-15 addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The standard requires either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). In April 2015, the FASB proposed deferring the effective date of the new accounting guidance related to revenue recognition by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also proposed permitting early adoption of the standard, but not before the original effective date of December 15, 2017. We are in the process of evaluating the impact that the adoption of the new revenue recognition standard issued in May 2014 will have on our consolidated financial statements and footnote disclosures. The Company is currently assessing the potential impact of the ASU No. 2014-09 on its consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We face exposure to adverse movements in foreign currency exchange rates, changes in interest rates and inflation. Portions of our revenues, expenses, assets and liabilities are denominated in currencies other than the U.S. dollar, primarily the euro, the British pound, the Canadian dollar, and the Australian dollar with respect to revenues, expenses and intercompany payables and receivables. These exposures may change over time as business practices evolve.

Foreign Currency Exchange Risk

Foreign currency transaction exposure results primarily from intercompany transactions and transactions with customers or vendors denominated in currencies other than the functional currency of the legal entity in which the transaction is recorded by us. Assets and liabilities arising from such transactions are translated into the legal entity’s functional currency using the exchange rate in effect at the balance sheet date. Any gain or loss resulting from currency fluctuations is recorded on a separate line in our consolidated statements of operations. Net foreign currency transaction gains of $5.0 million were recorded for the three months ended March 31, 2015.

31

Foreign currency translation exposure results from the translation of the financial statements of our subsidiaries whose functional currency is not the U.S. dollar into U.S. dollars for consolidated reporting purposes. The balance sheets of these subsidiaries are translated into U.S. dollars using period-end exchange rates and their income statements are translated into U.S. dollars using the average exchange rate over the period. Resulting currency translation adjustments are recorded in accumulated other comprehensive income (loss) in our consolidated balance sheets. Net foreign currency translation losses of $6.5 million were recorded for the three months ended March 31, 2015.

For the three months ended March 31, 2015, approximately 8.9% of our revenues and approximately 20.5% of our operating expenses were generated by subsidiaries whose functional currency is not the U.S. dollar and therefore are subject to foreign currency translation exposure. In addition, 16.1% of our assets and 14.8% of our liabilities were subject to foreign currency translation exposure as of March 31, 2015 as compared to 10.2% of our assets and 10.9% of our liabilities as of December 31, 2014.

Currently, our largest foreign currency exposures are those with respect to the euro, the British pound, and the Australian dollar. Relative to foreign currency exposures existing at March 31, 2015, a 10% unfavorable movement in foreign currency exchange rates would expose us to losses in earnings. For the three months ended March 31, 2015, we estimated that a 10% unfavorable movement in foreign currency exchange rates would have decreased pre-tax income by $4.1 million. The estimates used assume that all currencies move in the same direction at the same time. The potential change noted above is based on a sensitivity analysis performed on our financial position as of March 31, 2015. We have experienced and we will continue to experience fluctuations in our net income (loss) as a result of revaluing our assets and liabilities that are not denominated in the functional currency of the entity that recorded the asset or liability. At this time, we do not hedge our foreign currency risk.

Interest Rate Fluctuation Risk

As we only hold cash, our cash balances are not subject to market risk due to changes in interest rates. The Company is exposed to market risk from changes in interest rates with respect to its Credit Facility which bears interest at variable rates (based on the Company’s discretion) plus an applicable margin based on certain financial covenants. As of March 31, 2015, $23.8 million was outstanding under the Credit Facility with an interest rate of 1.85%. A one percentage point increase or decrease in interest rates would have impacted our future annual interest expense due under the debt by an aggregate of approximately $0.2 million.

Inflation Risk

We do not believe that inflation had a material effect on our business, financial condition or results of operations in the three month periods ended March 31, 2015 and 2014. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2015. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2015, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

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Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended March 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

33

FLEETMATICS GROUP PLC

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. In addition, the Company may receive notification alleging infringement of patent or other intellectual property rights. The Company is not a party to any material legal proceedings, nor is the Company aware of any pending or threatened litigation, that, in its opinion, would have a material adverse effect on its business or its consolidated financial position, results of operations or cash flows should such litigation be resolved unfavorably. The Company accrues contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated.

On December 19, 2013, GPNE Corp. filed a complaint against the Company (GPNE Corp. v. Fleetmatics USA, LLC, Civil Action No. 13-2049) in the United States District Court for the District of Delaware alleging infringement of certain U.S. patents. The parties executed an agreement to settle the claims for an amount not material to the business of the Company and on April 15, 2015 GPNE filed a joint stipulation of dismissal. The Court dismissed the case with prejudice on April 16, 2015 and the case is now closed.

Item 1A. Risk Factors

The matters discussed in this Quarterly Report on Form 10-Q include forward-looking statements that involve risks or uncertainties. These statements are neither promises nor guarantees, but are based on various assumptions by management regarding future circumstances many of which Fleetmatics has little or no control over. A number of important risks and uncertainties, including those identified under the caption “Risk Factors” in our Annual and subsequent filings as well as risks and uncertainties discussed elsewhere in this Quarterly Report on Form 10-Q, could cause our actual results to differ materially from those in the forward-looking statements. There have been no material changes in ours risk factors from those disclosed in our Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended March 31, 2015, the Company purchased 75,953 restricted shares from employees to cover withholding taxes due from the employees at the time the shares vested at an average price per share of $42.80. The following table provides information about Fleetmatics’ purchases of restricted shares for the three months ended March 31, 2015:

	Total Number of Shares Purchased		Average Price Paid Per Share
January 1, 2015—January 31, 2015		700	$	35.41
February 1, 2015—February 28, 2015		2,040	$	39.91
March 1, 2015—March 31, 2015		73,213	$	42.95
Total		75,953	$	42.80

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Item 6. Exhibits

Exhibit No.	Exhibit
10.1*	Lease Agreement between Fleetmatics Pty Ltd and The Trust Company Limited dated as of December 23, 2014.
10.2*	Lease Agreement between Fleetmatics USA, LLC and Cal-Park View Limited Partnership dated as of March 9, 2015.
31.1*	Rule 13a-14(a) or Rule 15d-14(a) Certification of Principal Executive Officer.
31.2*	Rule 13a-14(a) or Rule 15d-14(a) Certification of Principal Financial Officer.
32.1*†	Certifications of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*	XBRL (Extensible Business Reporting Language) The following materials from Fleetmatics Group PLC’s Quarterly Report on Form 10-Q for the three months ended March 31, 2015, formatted in XBRL: (i) Consolidated Statements of Operations, (ii) Consolidated Balance Sheets, (iii) Statements of Consolidated Comprehensive Income, (iv) Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	XBRL Taxonomy Extension Definition Linkbase
101.LAB*	XBRL Taxonomy Extension Label Linkbase
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase

* Filed herewith.

** Indicates a management contract or any compensatory plan, contract or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.

† Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FLEETMATICS GROUP PLC
Date: May 8, 2015	By:	/s/ Stephen Lifshatz
	Name:	Stephen Lifshatz
	Title:	Chief Financial Officer Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)

36

EX-10.1

Exhibit 10.1

LEASE ANNEXURE

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)

SCHEDULE

  ITEM

1	Landlord	The Trust Company Limited (ACN 004 027 749) of Level 15, 20 Bond Street, Sydney, New South Wales 2000 as Custodian for the Goodman Australia Industrial Trust No. 3
2	Tenant	Fleetmatics Pty Ltd ACN 140 906 510 of 35 Saunders Street, Pyrmont NSW 2009
3	Land	The whole of the land comprised in certificate of title folio identifier 102/853704
4	Premises	Suite 2, Level 4, Building B, 33-35 Saunders Street, Pyrmont comprising approximately 602 square metres as shown in the Premises Plan.
5	Term	Five (5) years
6	Commencing Date	1 March 2015
7	Terminating Date	29 February 2020
8	Further Term	One further term of five (5) years Minimum notice required – 9 months Rent Reviews in Further Lease: (a)    First anniversary of the Commencing Date Fixed Percentage Increase of 3.5% (b)    Second anniversary of the Commencing Date Fixed Percentage Increase of 3.5% (c)    Third anniversary of the Commencing Date Fixed Percentage Increase of 3.5% (d)    Fourth anniversary of the Commencing Date Fixed Percentage Increase of 3.5%
9	Rent	$237,790.00 per annum exclusive of GST
9A	Amortisation Rent	Not applicable

/s/ Stephen Lifshatz	/s/ Albert Vasile	/s/ Trent Franklin
Director of Tenant	Director/Secretary of Tenant	Attorney for Landlord

1

10	Review Dates during Term	Date	Type of review
		(a)    First anniversary of the Commencing Date	Fixed Percentage Increase of 3.5%
		(b)    Second anniversary of the Commencing Date	Fixed Percentage Increase of 3.5%
		(c)    Third anniversary of the Commencing Date	Fixed Percentage Increase of 3.5%
		(d)    Fourth anniversary of the Commencing Date	Fixed Percentage Increase of 3.5%
11	Tenant’s Business	Commercial offices
12	Public Risk Insurance	$20 million
13	Outgoings Year	Each consecutive period of 12 months ending on 30 June during the Term.
14	Tenant’s Proportion	3.77%
15	Bank Guarantee	An amount equivalent to the annual average of the sum of six (6) months’ Rent, Licence Fee and Tenant’s Outgoings Contribution (plus GST on those amounts), taken over the Term, being an amount of $185,000.00
16	Redecoration Dates	The Date of Termination
17	Car Parking	(a) Number of spaces:    two (2) spaces
		(b) Licence Fee    $4,250.00 per space per annum (exclusive of GST)
18	Not used
19	Guarantor	Not applicable
20	Estate	City West Office Park

2

Table of Contents

SCHEDULE		3
PART A – INTRODUCTION		10
1. INTERPRETATION		10
1.1	Definitions	10
1.2	General	18
2. EXCLUSION OF STATUTORY PROVISIONS		20
2.1	Laws Excluded	20
2.2	Moratorium	20
PART B TERM & EXTENSIONS		20
3. TERM		20
3.1	Term of Lease	20
3.2	Holding over	20
3.3	Option of renewal	20
3.4	Replacement of Bank Guarantee	21
PART C TENANT’S PAYMENTS		22
4. RENT		22
4.1	Payment of Rent	22
4.2	Direct deposit and payment of instalments	22
4.3	Rent reviews	22
4.4	Market review of Rent	22
4.5	Tenant’s dispute of Rent	22
4.6	Not applicable	24
4.7	Fixed increase in Rent	24
4.8	Rent payable after review	24
5. OUTGOINGS		24
5.1	Tenant’s Outgoings	24
5.2	Landlord’s estimate	24
5.3	Payments on account	25
5.4	Yearly adjustment	25
5.5	Termination of lease	25
5.6	Cost of Services	25
5.7	Landlord’s Rights Not Affected	25
5.8	Cleaning charge	25
5.9	After hours Air-Conditioning	26
5.10	Management Fee	26
6. GST		26
6.1	Definitions	26
6.2	Payment of GST	26
6.3	Input Tax Credit	26

3

PART D TENANT’S OBLIGATIONS		26
7. USE OF PREMISES		26
7.1	Permitted use	26
7.2	No warranty as to use	26
7.3	Compliance with Laws and Requirements	27
7.4	Overloading	29
7.5	Other activities by Tenant	29
7.6	Emergency evacuation procedures and drills	30
7.7	Securing of Premises	30
7.8	Keys and access cards	30
8. SIGNAGE		31
8.1	Landlord’s consent required	31
8.2	Permitted Signage	31
8.3	Make good obligations in connection with Permitted Signage	31
8.4	Maintenance of Permitted Signage	31
8.5	Signage Guidelines	31
9. MAINTENANCE, REPAIRS, REDECORATION AND CONTAMINATION		31
9.1	Repairing obligations	31
9.2	Notice to Landlord of damage, accident etc.	32
9.3	Contamination	32
9.4	Redecoration	32
10. BANK GUARANTEE		33
10.1	Tenant to provide	33
10.2	Default by Tenant	333
10.3	Tenant to keep current	33
10.4	Transfer by Landlord	33
10.5	Return of guarantee	33
PART E LANDLORD’S RIGHTS AND OBLIGATIONS		33
11. LANDLORD’S RIGHTS		33
11.1	Landlord’s right of access	33
11.2	Enforcement of repairing obligations	34
11.3	Landlord may enter to repair	34
11.4	For Sale/Let	34
11.5	Restricted Access	34
11.6	Landlord’s Signage	34
11.7	Quiet Enjoyment	35
11.8	Services	35
11.9	Easements	35
11.10	Further Construction	35
11.11	Change of Landlord	36
11.12	Services maintenance	36

4

11.13	Building structure	36
11.14	Essential Services	36
11.15	Chilled water and risers	37
11.16	Landlord’s obligations	37
PART F TENANT’S RESTRICTIONS		38
12. TENANT’S RESTRICTIONS		38
12.1	Alterations to Premises	38
12.2	Alterations or additions to Landlord’s Fixtures and Services	39
12.3	Flammable Substances	39
12.4	Fire Regulations	39
PART G TRANSFER OF INTEREST		39
13. DEALINGS BY TENANT		39
13.1	No disposal of Tenant’s interest	39
13.2	Assignments and subleases	39
13.3	Corporate ownership	40
13.4	Unit Trust	41
13.5	Charging Tenant’s interest	41
13.6	Waiver	41
PART H INSURANCE, RISK AND INDEMNITY		41
14. INSURANCE AND INDEMNITIES		41
14.1	Insurances to be taken out by Tenant	41
14.2	Effect on Landlord’s insurances	42
14.3	Exclusion of Landlord’s liability	42
14.4	Indemnities	43
PART I DAMAGE, ABATEMENT & REINVESTMENT		43
15. DAMAGE AND DESTRUCTION		43
15.1	Consequences of Damage	43
15.2	Liability	44
15.3	Dispute	44
15.4	Landlord not obliged to reinstate	45
PART J DEFAULT		45
16. DEFAULT AND CONSEQUENCES		45
16.1	Events of Default	45
16.2	Essential terms	45
16.3	Re-entry, termination or conversion	45
16.4	Landlord may rectify	46
16.5	Waiver	46
16.6	Offer of money after termination	46
16.7	Interest on overdue money	47
16.8	Landlord’s entitlement to damages	47
16.9	Compensation	47

5

\PART K END OF LEASE		47
17. MAKE GOOD		47
17.1	Tenant to yield up and remove its fittings	47
17.2	Tenant not to cause damage	48
17.3	Failure by Tenant to remove Tenant’s Fittings	48
17.4	Tenant to indemnify and pay Landlord’s Costs	48
17.5	Rent and other payments to continue	48
17.6	Make good at option	48
PART L GENERAL		49
18. TRUST PROVISIONS		49
19. CAR PARKING SPACES		49
19.1	Licence	49
19.2	Parking levy	49
19.3	Tenant’s covenants	49
19.4	Risk and other provisions	50
19.5	Termination	50
19.6	Not used	50
19.7	Adjustment of Licence Fee	50
19.8	Additional car spaces	51
20. MISCELLANEOUS		51
20.1	Notices	51
20.2	Certificate from Authorised Officer of Landlord	52
20.3	Costs	52
20.4	Severance	53
20.5	Entire agreement	53
20.6	Reliance	53
20.7	Warranty by Tenant	53
20.8	Governing law	53
20.9	Landlord’s consent	54
20.10	Financier Deed	54
21. TENANT’S CONSENT TO CONSOLIDATION OR SUBDIVISION		54
22. GUARANTEE		54
22.1	Guarantee	54
22.2	Payment	54
22.3	Liability unaffected by other events	55
22.4	Principal obligation	55
22.5	No marshalling	55
22.6	No competition	55
22.7	Continuing guarantee	55
22.8	Indemnity	56
22.9	Corporate benefit	56

6

23. PERSONAL PROPERTY SECURITIES ACT		56
24. FIRST RIGHT OF REFUSAL		57
25. AIR CONDITIONING EQUIPMENT LICENCE		58
25.1	Definitions	58
25.2	Right to install Equipment	58
25.3	Release and Indemnity	58
25.4	Repair of Equipment and compliance with approvals	59
25.5	Removal of Equipment	59
25.6	Other obligations of the Tenant	59

ATTACHMENT 1	PREMISES PLAN	60
ATTACHMENT 2	NOT USED	61
ATTACHMENT 3	NOT USED	62
ATTACHMENT 4	NOT USED	63
ATTACHMENT 5	NOT USED	64
ATTACHMENT 6	TRUST PROVISIONS	65
1. Definitions		65
2. Obligations		65
3. Limitation of Landlord’s Liability		65
4. Limitation of Trustee’s Liability		66
ATTACHMENT 7	FITOUT PLAN	68
ATTACHMENT 8	AIR CONDITIONING PLAN	69

7

PART A – INTRODUCTION

1. INTERPRETATION

1.1 Definitions

The following definitions apply where used in this Lease unless otherwise expressly stated:

Air Conditioning Plan means the plan attached to this Lease as ATTACHMENT 8.

Appurtenance means an Item attached to the Premises including any drain, basin, sink, toilet or urinal.

Attachment means a numbered attachment to this Lease.

Australian Institute means The Australian Property Institute Inc. (being the state division located in the same state as the Premises).

Authorised Officer means:

(a) in respect of the Tenant or any Guarantor any director or company secretary, or any person from time to time nominated as an authorised officer by the Tenant by a notice to the Landlord accompanied by specimen signatures of all new persons so appointed; and

(b) in respect of the Landlord, any person whose title or acting title includes the word manager or cognate expressions, or any company secretary, director or duly authorised attorney of the Landlord, the Trustee or any managing agent or Property Manager of the Building or the Estate from time to time (except for the purpose of the rights set out under clause 15 or 16 or similar rights under this Lease ‘Property Manager’ shall be excluded from this definition).

Authority includes:

(a) any government in any jurisdiction, whether federal, state, territorial or local;

(b) any provider of public utility services, whether statutory or not;

(c) any other person, authority, instrumentality or body having jurisdiction, rights, powers, duties or responsibilities over the Premises or any part of them or anything in relation to them.

Bank Guarantee means an irrevocable and unconditional undertaking (which does not contain an expiry date provided that whilst Fleetmatics Pty Ltd ACN 140 906 510 is the Tenant in occupation of the Premises the Landlord will accept an expiry date no earlier than the date 12 months after the Terminating Date of this Lease) issued by a trading bank or other financial institution (which has a branch in an Australian capital city capable of making payment on the Bank Guarantee) in each case approved by the Landlord in its absolute discretion to pay the amount specified in Item 15 to the Landlord on demand and otherwise on terms and conditions acceptable to the Landlord.

Base Building Compliance Level means the level of compliance with all relevant laws in relation to fire regulation monitoring (including but not limited to hydrant testing, obtaining an annual fire safety statement and fire compliance auditing) which would apply to a building in the Base Building Condition without Tenant’s Fittings.

Base Building Condition means a base building, open plan condition suitable (in the Landlord’s reasonable opinion) for a commercial office building, obtained by:

(a) the removal of all partitions and internal non-structural walls in the Premises;

(b) the removal and reinstatement of floor and roof penetrations;

(c) the removal of all Tenant’s wiring and cabling in the Premises;

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(d) reinstating any office areas of the Premises including Services to an open plan layout unless otherwise indicated in writing by the Landlord;

(e) the re-balancing of air conditioning air flows suitable to an open plan layout;

(f) the removal of any alterations and additions installed by the Tenant and associated cabling and pipe-work;

(g) the removal of all loose items and, unless otherwise directed by the Landlord, Landlord’s Fixtures;

(h) the Redecoration of the Premises;

(i) the reinstatement of all floors to level finish;

(j) unless otherwise directed by the Landlord, the removal of any structural alterations made by the Tenant or any previous occupier of the Premises;

(k) the replacement of all non-functioning light tubes and globes;

(l) removal from the Premises, Land and/or Building of all the Tenant’s Fittings (together with all Permitted Signage and any other signs or advertisements affixed by the Tenant);

(m) remediation of any Contamination which occurs in contravention of clause 9.3(a) in accordance with clause 9.3(b); and

(n) and any other reasonable requirements of the Landlord having regard to the nature of the Tenant’s use, Tenant’s Business and Tenant’s Fittings.

BBSY means the average bid rate for a term of 3 months displayed on the Reuters screen BBSY page at or about 10.15 am (Sydney time) on the first day from which interest is to apply.

Building means the building, if any, of which the Premises form part and/or any improvements that are located on the Land from time to time.

Building Energy Efficiency Certificate means a certificate issued pursuant to section 13 of the Building Energy Efficiency Disclosure Act.

Building Energy Efficiency Disclosure Act means the Building Energy Efficiency Disclosure Act 2010 (Cth) as amended, consolidated, re-enacted or restated from time to time.

Building Hours means 8.00 am to 6.00 pm Monday to Friday, excluding public holidays in the state or territory in which the Premises are located, as varied under this Lease.

Business Day means any day except Saturday or Sunday or a day that is a public holiday throughout the state in which the Premises are located.

Car Parking Spaces means the number of car parking spaces specified in Item 17(a) and licensed to the Tenant pursuant to clause 19.

Claim includes any claim, demand, remedy, suit, injury, damage, loss, Cost, liability, action, proceeding, right of action or claim for compensation and includes a claim for abatement of rent or any other amount payable under this Lease whether arising under this Lease, common law, equity or any statute.

Commencing Date means the date specified in Item 6.

Common Areas means those parts of the Building and the Estate, if any, designated by the Landlord from time to time for use by others in common with the Landlord and their respective employees, invitees, licensees and any other persons authorised expressly or impliedly by the Landlord, and which are not otherwise leased or licensed to any person.

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Consolidation means the consolidation of 2 or more titles into a lesser number of titles.

Contamination means the presence in, on or under the Premises, the Land or the Estate of a substance at a concentration above the concentration at which the substance is normally present in, on or under land in the same locality, being a presence that presents or is likely to present a risk of harm to human health or any other aspect of the environment.

Cost includes any cost, charge, expense, outgoing, payment or other expenditure of any nature (whether direct, indirect or consequential and whether accrued or paid)

Date of Termination means, as applicable:

(a) the Terminating Date provided that the Tenant is not holding over under clause 3.2 or the Tenant has not correctly exercised the option for the Further Term;

(b) any date earlier than the Terminating Date on which this Lease is determined; or

(c) the end of any period of holding over under clause 3.2.

Default Rate means the rate equivalent to BBSY plus 2% per annum.

Electricity Supplier means any supplier of electricity.

Environmental Law means any law, whether statute or common law, concerning environmental matters, and includes but is not limited to laws concerning land use, development, pollution, Contamination, waste disposal, toxic and hazardous substances, climate change, greenhouse gases, energy use or efficiency, water use or access, conservation of natural or cultural resources and resource allocation including any law relating to exploration for, or development or exploitation of, any natural resource and to avoid doubt includes the Building Energy Efficiency Disclosure Act.

Environmental Liability means any obligation, expense, liability, cost, loss, order, penalty or fine incurred pursuant to any Environmental Law which would or could be imposed upon any person in connection with the Premises, the Land or the Estate for any reason including as a result of Contamination in connection with the Premises, the Land or the Estate.

Environmental Objectives means the objectives set out in clause 7.3(l).

Essential Term means any of the terms referred to in clause 16.2.

Estate means the estate named in Item 20 and includes the Land together with any other land designated by the Landlord from time to time as forming part of that estate.

Event of Default means a breach of this Lease by the Tenant and includes the events of default listed in clause 16.1.

Fitout Plan means the plan attached to this Lease as ATTACHMENT 7.

Further Lease means a lease entered into subsequent to this Lease for the Further Term.

Further Term means a further term of this Lease, if any, specified in Item 8.

Gift has the same meaning as found in Part 6 of the Election Funding and Disclosures Act 1981 (NSW).

GST means the goods and services tax as imposed by the GST Law including, where relevant, any related interest, penalties, fines or other charge.

GST Amount means, in relation to a Payment, an amount arrived at by multiplying the Payment (or the relevant part of a Payment if only part of a Payment is the consideration for a Taxable Supply) by the appropriate rate of GST prescribed under the GST Law from time to time (being 10% when the GST Law commenced) or any lower rate notified from time to time by the person making the relevant Supply.

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GST Law has the meaning given to that term in the A New Tax System (Goods and Services Tax) Act 1999 (Cth), or, if that Act is not valid or does not exist for any reason, means any Act imposing or relating to the imposition or administration of a goods and services tax in Australia and any regulation made under that Act.

Guarantor means the party, if any, specified in Item 19.

Insolvency Event in relation to the Tenant, includes:

(a) where the Tenant is a corporation, the Tenant:

(i) goes into liquidation or provisional liquidation or an application is made for it to be wound up by a third party and the Tenant has not had the application dismissed within 20 days;

(ii) has a receiver, manager, receiver and manager, administrator, voluntary administrator, controller (as defined in section 9 of the Corporations Act 2001 (Cth)) or similar officer appointed to it or any of its assets;

(iii) makes an assignment for the benefit of, or enters into an arrangement with, its creditors; or

(iv) is insolvent or is presumed insolvent under the Corporations Act 2001 (Cth); or

(b) where the Tenant is an individual:

(i) a bankruptcy notice is served on it and is not satisfied, compromised with the creditor or stayed within 14 days after the notice is served; or

(ii) the Tenant dies;

(c) whether the Tenant is a corporation or an individual, the Tenant:

(i) stops or suspends payment of any of its debts;

(ii) has a judgment entered against it which is not satisfied or compromised to the satisfaction of the judgment creditor or stayed within 14 days of its entry; or

(d) anything occurs having a substantially similar effect to the events specified in paragraphs (a)-(c).

Item means an Item in the Schedule to this Lease.

Keys means keys, access cards and other methods of access from time to time used for the Land or any part of it.

Land means the land specified in Item 3 and all improvements erected on it from time to time.

Landlord’s Consent means the consent of the Landlord in accordance with clause 20.9.

Landlord’s Fixtures includes the following which are owned or supplied by the Landlord:

(a) all plant and equipment, mechanical or otherwise, Appurtenances, fittings, fixtures, furniture, furnishings of any kind, including window coverings, blinds and light fittings from time to time on or comprising part of the Premises or which may exclusively service the Premises or any part of them; and

(b) all stop cocks, fire hoses, hydrants, other fire prevention aids and all fire fighting systems from time to time located on or comprising part of the Premises or which may service the Premises; and

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Law includes any requirement of any statute, rule, regulation, proclamation, ordinance or by-law, Environmental Law, OH&S Law, present or future, and whether state, federal or otherwise.

Lease Year means each consecutive 12 month period with the first such year commencing on the Commencing Date.

Lettable Area means, in respect of the Premises, the Estate or any part of them, the lettable area of the relevant area measured in accordance with the method of measurement then adopted by the Property Council of Australia Limited for buildings or premises which are similar to the Premises, the Estate or the relevant part of them.

Licence Fee means the car parking licence fee specified in Item 17(b) as varied under clause 19.7.

Management Fee means 3% per annum of the total of all sums payable by the Tenant under this Lease in the relevant Lease Year (excluding the management fee itself) as at the Commencing Date or such other amount as determined by the Landlord from time to time, provided that the Management Fee will be capped at 3% for the initial term of the Lease.

Market Review means a market review of the Rent in accordance with clause 4.4 or 4.5 (as appropriate).

Obligations means all obligations and liabilities of whatever kind undertaken or incurred by, or devolving upon, the Landlord under or in respect of this Lease.

OH&S Law means the Law and any codes of practice relating to occupational health and safety that apply to the Premises and the use of them and to avoid doubt includes the Work Health and Safety Legislation as enacted.

Outgoings means in respect of the whole or any part of the Premises and the Car Parking Spaces, the Estate or the Land, the total of all Rates, taxes and charges payable to any Authority or under any Law, the sum of all amounts arising from the Landlord’s ownership, management, operation and maintenance of them the sum of all amounts paid by the Landlord (or for the payment of which the Landlord may be or become liable) acting reasonably and properly whether by direct assessment or otherwise, including:

(a) all reasonable insurance premiums and amounts payable in respect of insurances (including deductibles in respect of insurance claims) for:

(i) industrial special risks for the full insurable and replacement value;

(ii) loss of rent or other money (whether separate or otherwise) including rent or other money payable in respect of any tenancy or occupation of the Land or the Estate arising from damage or destruction of the Land or the Estate or any part of it or arising from diminution or loss of any means of access or other similar cause;

(iii) public and products liability;

(iv) workers’ compensation for all employees of the Estate proportionally to the extent those employees are employed in connection with the Estate; and

(v) such other insurable risks as the Landlord reasonably considers appropriate from time to time;

(b) all reasonable broker fees, valuation fees and risk assessment fees payable in connection with the insurances and their renewal (including all fees for valuation reports and risk management reports) referred to in paragraph (a);

(c) all reasonable Costs in relation to the supply, repair and maintenance of the Landlord’s Fixtures and Services to, and the removal of all waste, sullage and all other general garbage from the Estate including all Costs of operating and maintaining any plant and equipment provided for that purpose whether the plant or equipment is located on the Estate or otherwise, but excluding from this paragraph any amount which is:

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(i) already included by virtue of another paragraph of this definition;

(ii) otherwise payable by the Tenant pursuant to the provisions of this Lease;

(d) all reasonable Costs in relation to the control of pest, vermin, insect or other similar infestation on the Estate;

(e) all reasonable Costs of purchasing, hiring, maintaining and servicing all outdoor gardens, lawns, potted shrubs and planted and landscaped areas on the Estate;

(f) all reasonable Costs of the provision of caretaking services, including the Costs of policing and regulating traffic (when undertaken) on the Estate and/or for any means of access to the Estate;

(g) all reasonable Costs of repairs and/or maintenance of the Estate, and/or Costs of repairs and/or maintenance of any easements of rights of way which benefit the Land, where such repair and maintenance arises from the Tenant’s use. If the Cost of replacing or renewing any part or Item of the Premises or the Landlord’s Fixtures is less than the cost of repairing or maintaining that part or item, and as a result, the Landlord elects to replace or renew that item, Outgoings includes replacing or renewing that part or item;

(h) all reasonable Costs of repairs and/or replacement of emergency and exit light fittings;

(i) all reasonable Costs of the provision of security, if any, provided to the Estate;

(j) all reasonable Costs of cleaning the Common Areas, the Premises and the Estate (excluding any amount which is otherwise payable by the Tenant under this Lease);

(k) all reasonable Costs in the form of salary, wages, leave entitlements, superannuation and other employment overheads (fairly apportioned by the Landlord where any such employee is engaged in work relating to other buildings) incurred in the operation, maintenance and supply of any Services to the Estate;

(l) the Management Fee and if applicable reasonable fees payable to any managing agents for the general management and operation of the Premises, and any other monies no matter how disbursed relating to the management of the Premises;

(m) all reasonable Costs incurred in the administration of OH&S Law requirements or in the administration of Environmental Law requirements;

(n) to the extent that it is lawful to pass them on to the Tenant:

(i) all Rates, taxes and charges payable to any Authority relating to the use and occupation of the Estate;

(ii) all Rates, taxes and charges payable to an Authority for the provision, reticulation or discharge of water and/or sewage and/or drainage including excess water charges, consumption charges, service charges and meter rents; and

(iii) land taxes or taxes in the nature of a tax on land, computed on the taxable value of the land within the Estate from time to time at the rate which is payable by the Landlord; and

(o) all existing and future levies, charges and contributions imposed under strata, community or similar legislation including administrative, special and ordinary levies;

(p) all reasonable costs incurred in connection with compliance and monitoring in relation to the Base Building Compliance Level,

but excluding:

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(q) any liability or expenditure of a structural or capital nature other than replacement of component parts (but not the whole) of the Landlord’s Fixtures;

(r) Costs which the Landlord determines, acting reasonably, are wholly attributable to any other tenant or occupier of the Estate in the Landlord’s reasonable opinion;

(s) any Costs incurred in respect of an undeveloped part of the Estate; and

(t) any Costs of marketing or leasing in relation to the Estate

Outgoings Year means each period specified in Item 13.

Parking Act means any applicable Law that imposes a levy, charge, tax, or other payment in relation to the Car Parking Spaces.

Payment means:

(a) the amount of any monetary consideration (other than a GST Amount payable under clause 6.2(b)); and

(b) the GST Exclusive Market Value of any non-monetary consideration,

paid or provided by the Tenant for this Lease or by the Landlord or the Tenant for any other Supply made under or in connection with this Lease and includes:

(c) any Rent or contribution to Outgoings; and

(d) any amount payable by way of indemnity, reimbursement, compensation or damages.

Permitted Signage means signage approved by the Landlord under clause 8.1.

Personal Property has the same meaning as that term is defined in the Personal Property Securities Act (Cth) 2009

Premises means the premises specified in Item 4, located on the Land and includes all of the Landlord’s Fixtures and improvements in or on the Premises.

Premises Plan means the plan attached to this Lease as ATTACHMENT 1.

Property Manager means any person employed by the managing agent of the Premises that holds the title of ‘Asset Manager’, ‘Portfolio Manager’ or ‘General Manager’.

Proposed Work means any work, alteration, addition or installation in or to the Premises and/or to the existing Tenant’s Fittings.

Rates means all rates, taxes, levies, charges and outgoings payable to an Authority relating to all or any part of the Estate, the Land or the Premises or their use or occupation including:

(a) for any Services of the type from time to time provided by an Authority for the locality in which the Premises are situated;

(b) for waste and general garbage removal from the Estate, the Land or the Premises (including any excess); and

(c) for the provision, reticulation or discharge of water, sewerage and drainage (including water and sewerage usage charges and meter rents).

Redecorate includes:

(a) the cleaning of the whole of the interior of the Premises by washing down, steam cleaning or other appropriate method;

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(b) the treatment as previously treated of all internal surfaces of the Premises by painting, staining, polishing or otherwise to a specification previously approved in writing by the Landlord; and/or

(c) replacing all floor coverings, window coverings, blinds and furnishings with new items of a similar style and standard to those being replaced.

Redecoration Dates means the dates specified in Item 16.

Rent means the rent specified in Item 9 as varied from time to time.

Reportable Political Donation has the same meaning as found in Part 6 of the Election Funding and Disclosures Act 1981 (NSW).

Requirement includes any requirement, notice, order, direction, recommendation, consent, stipulation or similar notification received from or given by any Authority or under any Law, whether in writing or otherwise.

Review Date means each of the dates specified in Item 10.

Security Interest has the same meaning as that term is defined in the Personal Property Securities Act (Cth) 2009

Services means all services or systems of any nature from time to time provided or available for use to the Premises, the Land or the Estate including:

(a) any electronic medium, energy source, lighting, gas, fuel, power, water, sewerage, drainage, loading docks, plant rooms, storage areas, fire services, sprinkler systems or devices, lifts, escalators and air-conditioning;

(b) fittings, fixtures, appliances, plant and equipment utilised for any of the services specified in subparagraph (a); and

(c) any services or systems from time to time utilised for access to the Premises.

Standard means a standard issued by Standards Australia.

Subdivision means a subdivision of one or more of the titles to the Estate and includes a strata subdivision.

Substation Land means the land, if any, which the Landlord has, or proposes to, lease to the Electricity Supplier for the installation and operation of an electricity substation and includes the land the subject of any easements to allow access to or from the electricity substation.

Tenant’s Business means the permitted use of the Premises as described in Item 11.

Tenant’s Employees includes the employees, agents, contractors, consultants, customers, workmen, invitees, clients and visitors of the Tenant, its subtenants, licensees and concessionaires and others who may at any time be in or on the Estate in connection with the Tenant’s use of the premises, with or without invitation.

Tenant’s Fittings means all fixtures, fittings, plant, equipment, partitions or other articles and chattels of all kinds (other than stock in trade) which are not owned by the Landlord and at any time are on the Premises.

Tenant’s Outgoings Contribution means the sum calculated pursuant to clause 5.1.

Tenant’s Proportion means the proportion, expressed as a percentage, which the Lettable Area of the Premises bears to the Lettable Area of the Estate (or, if the Estate or any part is in the course of development, the anticipated Lettable Area of the Estate when developed as reasonably determined by the Landlord) from time to time and which at the Commencing Date of this Lease is that proportion

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specified in Item 14, or such other proportion determined by the Landlord which is fair and reasonable, calculated based on normal property management principles.

Term means the term of this Lease as specified in Item 5.

Terminating Date means the date specified in Item 7.

UPSS Regulations means the Protection of the Environment Operations (Underground Petroleum Storage Systems) Regulation 2008 (NSW) made under the Protection of the Environment Operations Act 1997 (NSW).

Valuer means a fellow or an associate, of not less than 10 years standing, of the Australian Institute active in the market for valuing premises like the Premises and having at least 5 years immediate past experience in valuing premises like the Premises.

Work Health & Safety Legislation means the Work Health & Safety Act 2011 (NSW).

Year means calendar year.

1.2 General

Headings are for convenience only and do not affect interpretation. The following rules of interpretation apply unless expressly stated otherwise.

(a) The singular includes the plural and conversely.

(b) A gender includes all genders.

(c) Where a word or phrase is defined, its other grammatical forms have a corresponding meaning.

(d) A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.

(e) A reference to a clause, sub-clause, paragraph, sub-paragraph or Schedule or Attachment is a reference to a clause, sub-clause, paragraph, sub paragraph of or Schedule or Attachment to this Lease.

(f) A reference to any party to this Lease or any other agreement or document includes the party’s successors and substitutes or assigns.

(g) A reference to a right or obligation of any two or more Tenants or Guarantors confers that right, or imposes that obligation, as the case may be, jointly and severally.

(h) If there are two or more Guarantors, a reference to the Guarantor means each Guarantor or, where the context requires, any Guarantor or either Guarantor (as appropriate).

(i) A reference to an agreement or document is to the agreement or document as amended, novated, supplemented, varied or replaced from time to time, except to the extent prohibited by this Lease.

(j) A reference to legislation or to a provision of legislation includes a modification, re-enactment of or substitution for it and a regulation or statutory instrument issued under it.

(k) A reference to dollars or $ is to Australian currency.

(l) Each Schedule of, annexure and Attachment to and/or exhibit relating to this Lease forms part of it.

(m) A reference to conduct includes any omission, statement or undertaking, whether or not in writing.

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(n) A reference to writing includes a facsimile transmission and any means of reproducing words in a tangible and permanently visible form.

(o) Substantial means not merely nominal.

(p) Unless stated otherwise, one word or provision does not limit the effect of another.

(q) A reference to includes or including means includes, without limitation, or including, without limitation, respectively.

(r) A reference to the whole includes part.

(s) All obligations are taken to be required to be performed punctually if no time limit is imposed.

(t) Words importing do include do, permit or omit, or cause to be done or omitted.

(u)      (i) Where a reference is made to any person, body or Authority, that reference, if the person, body or Authority has ceased to exist, will be to the person, body or Authority as then serves substantially the same objects as that person, body or Authority.

(ii) Any reference to the President of that person, body or Authority, in the absence of a President, will be read as a reference to the senior officer for the time being of the person, body or Authority or any other person fulfilling the duties of President.

(v) Where anything is permitted in an emergency the opinion of the Landlord as to the existence or non-existence of that state of affairs is conclusive.

(w) Where the day or last day for doing anything or on which an entitlement is due to arise is not a Business Day, that day or last day will be the immediately following Business Day.

(x) Month means calendar month.

(y) A provision of this Lease must not be construed against a party only because that party was responsible for preparation of this Lease.

(z)      (i) Subject to sub-paragraph (ii), every obligation under this Lease:

(A) regardless of the form or context of the wording, is a covenant by the party undertaking that obligation; and

(B) continues throughout the Term and any holding over period and after that for so long as the obligation remains to be observed or performed.

(ii)    (A) Every Obligation of the Landlord under this Lease binds that person only during the period(s) that person is entitled to receive the rents and income of the Premises.

(B) Subject to clause 1.2(z)(ii)(A), the Obligations on the part of the Landlord bind the person from time to time immediately entitled to the Premises at the end of this Lease.

(iii) Every covenant by the Tenant includes a covenant by the Tenant to ensure compliance with the covenant by each of the Tenant’s Employees.

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2. EXCLUSION OF STATUTORY PROVISIONS

2.1 Laws Excluded

To the extent permitted by Law the covenants, powers and provisions (if any) implied in leases by virtue of any Law are expressly negatived.

2.2 Moratorium

To the extent permitted by Law, any Law, Requirement or moratorium which at any time directly or indirectly:

(a) extends or reduces the Term;

(b) lessens, varies or affects in favour of the Tenant or the Guarantor any obligation under this Lease;

(c) delays, prevents or prejudicially affects the exercise by the Landlord of any right, power or remedy given by this Lease; or

is excluded from this Lease and may not be enforced by the Tenant against the Landlord.

PART B         TERM & EXTENSIONS

3. TERM

3.1 Term of Lease

The Landlord leases to the Tenant and the Tenant accepts the lease of the Premises for the Term subject to the terms of this Lease.

3.2 Holding over

If the Tenant obtains the Landlord’s Consent to continue to occupy the Premises after the Terminating Date (otherwise than under a Further Lease) then:

(a) the Tenant does so as a monthly tenant and must pay rent:

(i) monthly in advance, the first payment to be made on the day following the Terminating Date; and

(ii) equal to one twelfth of the annual rate of Rent payable immediately prior to the Terminating Date

(b) the monthly tenancy may be terminated at any time by either the Landlord or the Tenant by one month’s notice given to the other, to end on any date, but otherwise the tenancy will continue on the conditions of this Lease; and

(c) if the Tenant is in breach of any of those conditions, then the monthly tenancy may be determined at any time by the Landlord giving 7 days notice to the Tenant, ending at any time.

3.3 Option of renewal

(a) If:

(i) a Further Term is specified in Item 8;

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(ii) the Tenant notifies the Landlord not less than the minimum number of months referred to in Item 8 before the Terminating Date that it requires a Further Lease for that particular Further Term; and

(iii) at the date of that notice and at the Terminating Date there is no subsisting Event of Default by the Tenant,

the Landlord must grant to the Tenant and the Tenant must take a lease of the Premises for that particular Further Term commencing on the day after the Terminating Date.

(b) The lease for that particular Further Term will be on the same terms and conditions as this Lease except that:

(i) the term will be the applicable term specified in Item 8;

(ii) the commencing date will be the day after the Terminating Date;

(iii) the terminating date will be the last day of the applicable term specified in Item 8 calculated from the date of commencement of the lease for that particular Further Term;

(iv) the rent will be determined in accordance with clause 4.4 and, if applicable, clause 4.5 (except that the time period stipulated in clause 4.4(a) will not apply) as if the commencing date of the lease for that particular Further Term were for the purposes of those clauses a Review Date for which a Market Review was specified provided that in no event will the rent payable at the commencement of the lease for that particular Further Term be less than the Rent payable immediately prior to the commencement of the lease for that particular Further Term;

(v) the amount of public risk insurance will be the amount reasonably required by the Landlord;

(vi) the amount in Item 15 will be amended to be the amount estimated by the Landlord as the amount equal to the annual average of the sum of “6” months’ Rent and Tenant’s Outgoings Contribution (plus GST on those amounts) taken over the Further Term, where “6” equals the number of months of Rent and Tenant’s Outgoings Contribution (plus GST on those amounts) used to calculate the required Bank Guarantee amount at the Terminating Date;

(vii) the details of any guarantor will be included in Item 21;

(viii) the rent review dates will be the relevant dates specified in Item 8; and

(ix) this clause 3.3,the definitions of “Further Lease” and “Further Term” and Item 8 will be deleted unless there is more than one Further Term specified in Item 8 in which case the references in Item 8 to the term that is to be the subject of the new lease will be deleted.

3.4 Replacement of Bank Guarantee

Where the Tenant has exercised its option to renew the Lease, the Tenant must provide to the Landlord a replacement bank guarantee (Option Lease Bank Guarantee) prior to the commencement date of the Further Term in an amount to be calculated by the Landlord using the same method of calculation upon which the Bank Guarantee as provided by the Tenant under the Lease is based. Upon the provision by the Tenant to the Landlord of the Option Lease Bank Guarantee, the Landlord will promptly return the Bank Guarantee to the Tenant.

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PART C        TENANT’S PAYMENTS

4. RENT

4.1 Payment of Rent

The Tenant must pay the Rent to the Landlord:

(a) without demand;

(b) without any deduction, counterclaim or right of set off at all; and

(c) by equal monthly instalments (and proportionately for any part of a month calculated on a daily basis using 365 days in a year) in advance on the first day of each month.

4.2 Direct deposit and payment of instalments

(a) All instalments of Rent must be paid by periodic direct credit or direct deposit (or as otherwise directed by the Landlord from time to time) to the bank account notified to the Tenant by the Landlord from time to time and in the absence of such notification, to the place and in the manner directed by the Landlord from time to time.

(b) The first instalment of Rent must be paid on the Commencing Date.

(c) The Landlord will provide an invoice to the Tenant for rent payments.

4.3 Rent reviews

(a) The Rent will be reviewed on each Review Date in accordance with the type of review set out in Item 10 for the relevant Review Date.

(b) The Landlord does not forfeit or waive its right to have the Rent reviewed as at a particular Review Date because of a failure to implement a review on or before a Review Date.

(c) The receipt of Rent after a Review Date does not constitute a waiver by the Landlord of its right to review the Rent and demand any back payment due as a result of a subsequent review.

(d) Once reviewed the Rent, as reviewed, dates back to the relevant Review Date and any necessary adjustment must be made within 14 days of the determination.

4.4 Market review of Rent

(a) Not later than 10 months before the Review Date for which a Market Review is specified in Item 10 or elsewhere in this Lease, the Landlord must, subject to clause 7 of the deed entered into between the parties on or around the date of this Lease. notify the Tenant of the Landlord’s assessment of the current market rent for the Premises

(b) If the Tenant does not dispute, by notice in writing to the Landlord, the Landlord’s assessment of the current market rent for the Premises within 15 Business Days of notification (time being of the essence) then the Landlord’s assessment will become the Rent as and from the relevant Review Date. If the Tenant disputes the Landlord’s assessment by written notice within the timeframe above then the provisions of clause 4.5 apply.

4.5 Tenant’s dispute of Rent

If the Tenant disputes the Landlord’s assessment of the current market rent in accordance with clause 4.4(b), then the following procedure applies.

(a) The parties must attempt to agree on the current market rent for the Premises. If the parties agree then the agreed current market rent will become the Rent from the relevant Review Date.

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If the parties cannot agree on the current market rent for the Premises within 5 Business Days then the provisions of clause 4.5(b) apply.

(b) The Landlord must, after the expiration of the time referred to in clause 4.5(a), refer the dispute for determination by a Valuer.

(c) The Valuer must be instructed to determine the current market rent for the Premises as at the relevant Review Date acting as an expert and not as an arbitrator. The Valuer’s determination is final and binding on the Landlord and the Tenant.

(d) The Valuer must be instructed:

(i) to make a written determination of the current market rent containing reasons within 45 days after appointment;

(ii) that he may confer with the Landlord and the Tenant and require either of them to supply information they have which the Valuer considers relevant to the determination; and

(iii) that he may require the Landlord and the Tenant to make written submissions to the Valuer within 20 Business Days after the Valuer’s appointment and such submissions must be kept confidential by all parties.

(e) The Landlord and the Tenant must each comply with any requirement of the Valuer under clause 4.5(d), and provide copies of anything supplied to the Valuer to each other and must cooperate in implementing and conducting any market rent review under this clause.

(f) In determining the current market rent the Valuer acts as an expert and not as an arbitrator, and must determine the current market rent for the Premises as at the particular Review Date having regard to this Lease and must:

(i) disregard:

(A) the value of any goodwill of the Tenant’s Business and the Tenant’s Fittings;

(B) any impaired condition of the Premises if that condition results from any work carried out or not carried out on the Premises by the Tenant or from any breach under this Lease by the Tenant; and

(C) any sublease or other sub tenancy agreement or occupancy arrangement in respect of any part of the Premises and any rental, fees or money payable under any of them;

(ii) have regard to the rates of rent payable for comparable premises in comparable locations;

(iii) consider the Premises as available for use for the highest and best use for which the Premises may be lawfully used and for which the Premises are actually configured;

(iv) assume that all covenants on the part of the Tenant and the Landlord in this Lease have been fully performed and observed on time;

(v) disregard all rent free periods, financial contributions, allowances or inducements, whether in cash or kind, or other concession given to tenants at comparable premises;

(vi) if the Premises have been damaged, destroyed or rendered inaccessible in whole or part, assume that they have been reinstated or made accessible (as appropriate);

(vii) have regard to any Car Parking Spaces and other areas provided to the Tenant if no Licence Fee or a Licence Fee below market rate is payable in relation to them.

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(g) The current market rent as determined by the Valuer will be the Rent as and from the relevant Review Date.

(h) The Costs of the Valuer must be borne and paid by the Landlord and the Tenant in equal shares.

(i) Where there is a determination of the Rent under clause 4.5 the amount of Rent payable by the Tenant from the Review Date pending the completion of that determination is the Rent payable immediately before the relevant Review Date.

4.6 Not applicable

4.7 Fixed increase in Rent

On each Review Date for which a fixed percentage increase is specified in Item 10, the Rent payable on and from the relevant Review Date will be the Rent payable immediately before that Review Date increased by the percentage specified against that date in Item 10.

4.8 Rent payable after review

Despite any other provision of this Lease, the Rent payable after a review of Rent as and from the relevant Review Date until the next review will be the greater of:

(a) the Rent as determined under clause 4.4, 4.5 or 4.7 (as appropriate); and

(b) the Rent payable immediately before the relevant Review Date.

5. OUTGOINGS

5.1 Tenant’s Outgoings

The Tenant must pay to the Landlord a proportion of the Outgoings for each Outgoings Year calculated as follows:

TOC =	(TP x O x N)	+ TO
	Y

where:

TOC	=	Tenant’s Outgoings Contribution;
TO	=	any Outgoings which are separately assessed on the Premises or which in the Landlord’s reasonable opinion are wholly attributable to the Premises or to the Tenant’s use or occupation of the Premises;
TP	=	the Tenant’s Proportion;
N	=	the number of days of the Term or holding over period (as appropriate) falling within the relevant Outgoings Year;
Y	=	365 (or 366 in the case of a leap year); and
O	=	Outgoings for the relevant Outgoings Year other than TO.

5.2 Landlord’s estimate

The Landlord:

(a) must notify the Tenant of the Landlord’s reasonable preliminary estimate of the Tenant’s Outgoings Contribution for that Outgoings Year; and

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(b) may from time to time during that Outgoings Year by notice to the Tenant adjust the reasonable estimate of the Tenant’s Outgoings Contribution as may be appropriate to take account of changes in any of the Outgoings.

5.3 Payments on account

From the Commencing Date, the Tenant must pay on account of the Tenant’s Outgoings Contribution the relevant estimate advised under clause 5.2 by equal monthly instalments in advance on the same day and in the same manner as the Tenant is required to pay Rent under this Lease.

5.4 Yearly adjustment

(a) After the end of each Outgoings Year the Landlord must give the Tenant a notice stating the Tenant’s Outgoings Contribution together with a statement setting out the total Outgoings actually paid by the Tenant for that Outgoings Year. If the Tenant wishes to have that statement audited the Landlord will, upon written request from the Tenant, act reasonably in providing the information required for such audit, and the audit will be at the cost of the Tenant. The Tenant will be responsible for the Landlord’s reasonable out of pocket costs of providing the information requested.

(b) Within 30 days after the Landlord gives the Tenant the Outgoings notice under clause 5.4(a), the Tenant must pay the Landlord (or the Landlord must credit the Tenant with) the difference between what the Tenant has paid on account of the Tenant’s Outgoings for the relevant Outgoings Year and what the Tenant should have paid, so that the Tenant shall have paid the correct amount of the Tenant’s Outgoings Contribution for that Outgoings Year.

5.5 Termination of lease

(a) The Tenant’s Outgoings Contribution is payable for the period up to and including the Date of Termination.

(b) On the Date of Termination, the Tenant must pay the Landlord’s reasonable estimate of the Tenant’s Outgoings Contribution as at the Date of Termination. Any amount paid by the Tenant must be taken into account in the yearly adjustment to be made under clause 5.4 in relation to the Outgoings Year in which such termination occurs.

5.6 Cost of Services

(a) The Tenant must promptly pay all Costs for all Services (including for all sources of energy, electricity, gas, oil, water and telephone) separately supplied, metered, consumed or connected (as appropriate) to, in or on the Premises.

(b) Upon taking occupation of the Premises, the Tenant shall arrange for the electricity supply separately metered to the Premises to be connected in the Tenant’s name from the date of occupation.

5.7 Landlord’s Rights Not Affected

Nothing in clauses 5.1 to 5.6 prevents the Landlord:

(a) recovering from the Tenant the Tenant’s Outgoings Contribution; and

(b) subject to clause 5.7(a), requiring the Tenant in any notice to pay to the Landlord a lump sum in respect of the Tenant’s Outgoings Contribution for a period which predates the notice.

5.8 Cleaning charge

If the Landlord elects to provide a cleaning service for the Premises the Tenant must pay the Landlord’s reasonable Costs of cleaning the Premises.

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5.9 After hours Air-Conditioning

(a) If the Tenant requests the Landlord to provide air-conditioning to the Premises outside of the Building Hours (After Hours Air-Conditioning), the Tenant must pay all charges associated with the provision by the Landlord of the After Hours Air-Conditioning.

(b) In the event that other parties on the floor of the Building where the Premises are located also require the Landlord to provide After Hours Air-Conditioning then the After Hours Air-Conditioning charges will be apportioned fairly for any cross over periods the After Hours Air-Conditioning is used by the Tenant as well as other occupiers referred to above.

5.10 Management Fee

To avoid doubt, the Management Fee is directly assessed on the Premises and forms part of TO in the formula contained in clause 5.1.

6. GST

6.1 Definitions

Capitalised expressions which are not defined in clause 1.1 but which have a defined meaning in the GST Law (irrespective of whether they are capitalised in the GST Law) have the meaning given to them under the GST Law.

6.2 Payment of GST

The parties agree that:

(a) all Payments have been set or determined without regard to the impact of GST;

(b) if the whole or any part of a Payment is the consideration for a Taxable Supply for which the payee is liable to GST, the GST Amount in respect of the Payment must be paid to the payee as an additional amount, either concurrently with the Payment or as otherwise agreed in writing; and

(c) the payee will provide to the payer a Tax Invoice.

6.3 Input Tax Credit

Despite any other provision of this Lease, if a Payment due under this Lease (including any contribution to Outgoings) is a reimbursement or indemnification by one party of an expense, loss or liability incurred or to be incurred by the other party, the Payment shall exclude any part of the amount to be reimbursed or indemnified for which the other party can claim an Input Tax Credit.

PART D        TENANT’S OBLIGATIONS

7. USE OF PREMISES

7.1 Permitted use

The Tenant must only use the Premises for the Tenant’s Business unless the Landlord’s Consent is obtained.

7.2 No warranty as to use

The Landlord gives no warranty (either present or future) as to the suitability of the Premises or the use to which the Premises may be put. The Tenant:

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(a) accepts this Lease with full knowledge of and subject to any prohibitions or restrictions on the use of the Premises from time to time under any Law or Requirement;

(b) must obtain, maintain and comply with at its Cost any consent or approval from any Authority necessary or appropriate for the Tenant’s Business under any Requirement or Law (including undertaking any works which are necessary as a result of the Tenant’s particular use of the Premises) and must not by any act or omission, default or misconduct cause or permit any consent or approval referred to in this paragraph (b) or the proceeding paragraph (c) to lapse or be revoked; and

(c) must provide to the Landlord a copy of any consent or approval from any Authority required under any Requirement or Law for the lawful occupation by the Tenant of the Premises, the carrying out of the Tenant’s Business or the installation of the Tenant’s Fittings within five (5) Business Days of the relevant consent or approval being obtained by the Tenant.

7.3 Compliance with Laws and Requirements

(a) The Tenant must comply with and observe at its Cost all Laws and Requirements:

(i) in relation to the Premises, the Land or any of the Tenant’s Fittings; and

(ii) in relation to or arising as a result of the use or occupation of the Premises from time to time, including those which arise as a result of the gender or number of persons in the Premises,

whether or not those Laws or Requirements are addressed to or are required to be complied with by either or both of the Landlord and the Tenant or by any other person.

(b) Where any Law or Requirement is notified to or served on the Tenant, the Tenant must give a complete copy of it immediately to the Landlord.

(c) Before complying with any Law or Requirement referred to in this clause 7.3 the Tenant must obtain the Landlord’s Consent, where required elsewhere under this Lease, and must otherwise observe the provisions of this Lease.

(d) The Landlord may:

(i) (without prejudice to any of the Landlord’s other rights) elect at the Tenant’s Cost to comply with any Law or Requirement (referred to in this clause 7.3) either in part or whole, including where the Tenant fails to comply within the appropriate time (being not less than 10 days, except in case of emergency where the Landlord may comply with any Law or Requirement immediately) with any of its obligations; and

(ii) where the Landlord does exercise any rights referred to in clause 7.3(d)(i), elect to have the balance of any Law or Requirement complied with by the Tenant.

(e) The Tenant is not required under this clause 7.3 to effect structural alterations or additions except those caused by, contributed to or arising from:

(i) the nature of the Tenant’s Business;

(ii) the number or gender of the Tenant and Tenant’s Employees; and/or

(iii) any deliberate or negligent act or omission on the part of the Tenant or of the Tenant’s Employees.

(f) The Tenant must on demand pay to the Landlord all Costs incurred in good faith by or on behalf of the Landlord in complying with any Law or Requirement referred to in this clause 7.3 as if that money were Rent in arrears.

(g) The Tenant must not

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(i) breach any OH&S Law; or

(ii) do or allow to be done, or omit or allow to be omitted anything which may result in the Landlord being in breach of any OH&S Law,

in connection with the Premises.

(h) The Tenant must consult, co-operate and co-ordinate activities with the Landlord to ensure that the Landlord complies with the OH&S Law, including but not limited to taking reasonable steps to participate in any meetings, furnish and maintain current information and to take any other steps as agreed between the Tenant and the Landlord.

(i) The Tenant must provide to the Landlord all information in respect of Reportable Political Donations or Gifts required to be disclosed by the Tenant pursuant to clause 147 of the Environmental Planning And Assessment Act 1979 (NSW) required in relation to any development application in connection with this Lease.

(j) Not used.

(k) The Tenant must not:

(i) breach any Environmental Law, including any relevant reporting or disclosure obligation; or

(ii) do or allow to be done, or omit or allow to be omitted anything which may result in the Landlord being in breach of any Environmental Law, including any relevant reporting or disclosure obligation,

in connection with the Premises, the Land or the Estate.

(l) The Tenant acknowledges that the Landlord has or may have mandatory reporting obligations which may include disclosure of information including the Tenant’s level of energy consumption in the Premises, green house gas emissions, energy efficiency initiatives and associated data records. The Tenant must:

(i) provide any information reasonably required by the Landlord to comply with any such disclosure or reporting obligation so as to enable compliance with any Environmental Law, including without limitation by;

(A) providing the Landlord with copies of any utility invoices, any utility usage information which accompanies such invoices and utility account numbers which relates to the Premises within twenty-one (21) days of receiving a written request from the Landlord;

(B) permitting the Landlord to contact any of the Tenant’s utility service providers to obtain information regarding the Tenant’s usage of the utilities at the Premises; and

(C) provide the Landlord with such information as the Landlord may reasonably require to assist the Landlord in achieving and maintaining the Environmental Objectives and obtaining a Building Energy Efficiency Certificate.

(ii) If the Tenant does not provide the information required by the Landlord pursuant to this clause 7.3(k) the Tenant must pay to the Landlord on demand an amount equal to any expense fine or penalty incurred by the Landlord arising as a result of the Tenant’s default.

(m) The Landlord gives operational control of the Premises to the Tenant for the purposes of the National Greenhouse and Energy Reporting Act 2007 and the National Greenhouse and Reporting Regulations 2008.

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(n) The Tenant must not submit any application for any development consent or planning permit (as applicable) without first obtaining the prior written consent of the Landlord.

(o) The Tenant must co-operate with the Landlord to improve the Landlord’s environmental efficiency in the Building including:

(i) promoting the reduction of greenhouse emissions; and

(ii) ensuring the environmental sustainability of the Building’s resources and improving the Building’s energy efficiency.

(p) The Tenant must comply with the UPSS Regulations.

7.4 Overloading

(a) The Tenant must not place or store any heavy articles or materials on any part of the Premises that cause or are likely to cause structural or other damage to the Premises or the Building.

(b) Any structural or other damage done to the Premises or the Building as a result of over-loading must be made good and/or paid for on demand by the Tenant (as appropriate) at the election of the Landlord. Any make good works under this clause will constitute Proposed Works.

(c) The Tenant must not install any equipment or system on the Premises that overloads or may overload the electrical or other Services to the Premises or the Building.

(d) If the Landlord at the request of the Tenant upgrades the Services to accommodate any equipment or system which the Tenant wishes to install, the Tenant must pay to the Landlord:

(i) on demand the entire Cost to the Landlord of those alterations (including consultants’ fees); and

(ii) if required by the Landlord, the estimated Cost of those alterations before they are commenced with any overpayment being refunded on completion.

The Landlord gives no warranty as to the suitability of any such alteration. To the extent permitted by Law, the Landlord is not under any obligation to install any “next generation national broadband service” in the Premises.

7.5 Other activities by Tenant

The Tenant must:

(a) in respect of Appurtenances on the Premises:

(i) not use any of them for any purpose other than those for which they were designed; and

(ii) pay to the Landlord all reasonable Costs of making good any damage to any of them arising from any misuse, or otherwise caused, by the Tenant or the Tenant’s Employees.

(b) not interfere with or obstruct access to any air conditioning or fire alarm system installed on or servicing the Premises;

(c) not affix any television or radio mast, antennae or satellite dish to any part of the Premises;

(d) not use or operate any musical or other instrument or other sound or picture producing equipment on the Premises if that instrument or equipment is audible or visible from outside the Premises;

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(e) keep the Premises clean and free of accumulated rubbish, pests and vermin

(f) ensure all waste paper or rubbish is deposited in proper receptacles;

(g) if any infectious illness occurs on the Premises:

(i) immediately notify the Landlord and all proper Authorities; and

(ii) where that illness is confined to the Premises, at its Cost thoroughly fumigate and disinfect the Premises to the satisfaction of the Landlord and all relevant Authorities;

(h) not permit tobacco smoking within the Premises or any part of the Estate other than in any area (if any) designated by the Landlord from time to time;

(i) not keep any animals or birds in the Premises;

(j) not do or carry on in the Premises any harmful or offensive trade, business or occupation or anything which causes or may cause annoyance, nuisance, damage or disturbance to the occupiers or owners of any nearby premises or to the Landlord;

(k) not hold any auction, bankrupt or fire sale on the Premises;

(l) not prepare or cook food except in areas which may be provided and which are approved by the Landlord for that purpose such approval not to be unreasonably withheld;

(m) not obstruct or use the Common Areas for any purpose other than access and egress.

7.6 Emergency evacuation procedures and drills

The Tenant must at its own Cost and risk comply with all requirements of the Landlord and any Authority in relation to emergency evacuation drills and procedures.

7.7 Securing of Premises

The Tenant must ensure the Premises are securely locked and fastened at all times when the Premises are not occupied.

7.8 Keys and access cards

The Tenant:

(a) must only provide Keys to employees of the Tenant and must keep current a list of the recipients of Keys and their status from time to time;

(b) must promptly on request from the Landlord provide the Landlord with an up-to-date copy of the list referred to in sub-paragraph (a);

(c) must pay promptly on demand by the Landlord all Costs however arising where any Key is lost, stolen, destroyed or mutilated, including any Cost to or Claim against the Landlord arising from anything done with any stolen or lost Key;

(d) agrees that all Keys held by the Tenant during its occupancy, whether provided by the Landlord or made or obtained by the Tenant for its own use, must be surrendered to the Landlord on the Date of Termination; and

(e) will have access to the Premises 24 hours a day, 7 days a week subject to the provisions of this Lease.

The Landlord will (at Lease commencement for the initial term) provide to the Tenant free of charge one access card per 10 square metres of the Premises. Any additional access cards will be at the Tenant’s cost.

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8. SIGNAGE

8.1 Landlord’s consent required

The Tenant must not display any sign on any external surface of the Premises except with the Landlord’s Consent.

8.2 Permitted Signage

The Tenant is permitted, at the Tenant’s Cost, to install and maintain the Permitted Signage provided that:

(a) the Permitted Signage is:

(i) of a colour, size, style, content and location approved by the Landlord;

(ii) installed in accordance with plans and specifications approved by the Landlord;

(iii) installed and maintained in a good and workmanlike manner;

(iv) installed and maintained in accordance with Law, all prescribed or applicable Standards and with the requirements of all relevant Authorities; and

(b) the Tenant obtains and maintains the consent of all Authorities from time to time required in connection with the installation and operation of the Permitted Signage and complies with all such consents.

8.3 Make good obligations in connection with Permitted Signage

The Tenant must make good any damage to the Premises caused by the Permitted Signage or by any act or omission of the Tenant (or the Tenant’s Employees) in connection with the installation, maintenance testing or removal of the Permitted Signage.

8.4 Maintenance of Permitted Signage

The Tenant must maintain the Permitted Signage in a good state of repair and in working order.

8.5 Signage Guidelines

Without limitation, all signage erected by or on behalf of the Tenant must be in accordance with the Landlord’s signage guidelines from time to time.

9. MAINTENANCE, REPAIRS, REDECORATION AND CONTAMINATION

9.1 Repairing obligations

(a) The Tenant acknowledges that the Premises are in good repair and condition at the commencement of the Term.

(b) The Tenant must, during the Term, keep the Premises and the Tenant’s Fittings in good repair and condition. That obligation excludes:

(i) fair wear and tear;

(ii) damage to the Premises caused by fire, storm or tempest or any other risk covered by any insurance taken out by the Landlord in respect of the Premises (other than where caused or contributed by the act, omission, neglect, default or misconduct of the Tenant or the Tenant’s Employees); and

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(iii) structural work except where required as a result of the act, omission, negligence or default of the Tenant or the Tenant’s Employees or as a result of the particular use made of the Premises by the Tenant or the Tenant’s Employees.

(c) The Tenant must, at its Cost:

(i) immediately make good any damage to the Premises, Land or Common Areas to the extent caused or contributed to by any act or omission of the Tenant or of the Tenant’s Employees or by its or their use or occupancy of the Premises, Land or Common Areas or by the installation use or removal of the Tenant’s Fittings;

(ii) immediately replace all glass broken by the Tenant or by any of the Tenant’s Employees;

(iii) promptly replace all defective lighting within the Premises;

(iv) repair or where appropriate replace any of the Landlord’s Fixtures which are broken or damaged by the Tenant or by any of the Tenant’s Employees except that, unless the Landlord notifies the Tenant to the contrary, those repairs or replacements must only be carried out by the Landlord but at the Tenant’s Cost; and

(v) in respect of the Premises, Services or Tenant’s Fittings, comply with the reasonable requirements of the Landlord as communicated to the Tenant by the Landlord from time to time with respect to any maintenance and repair required to be undertaken such that any warranties or guarantees relevant to the Premises, Services or Tenant’s Fittings are maintained and not voided.

9.2 Notice to Landlord of damage, accident etc.

The Tenant must immediately notify the Landlord of any damage, accident or defect to the Premises or any circumstances likely to result in the same.

9.3 Contamination

(a) The Tenant must not do anything during the term of the Lease which will or may result in Contamination of the Premises, the Land or the Estate.

(b) If Contamination at the Premises, the Land or the Estate occurs in contravention of clause 9.3(a) then the Tenant must immediately notify the Landlord and promptly remediate such Contamination to the satisfaction of the Landlord and any relevant Authorities in accordance with all relevant Laws, Requirements and Standards.

(c) If any Contamination which occurs in contravention of clause 9.3(a) is being remediated, or remains to be remediated, pursuant to clause 9.3(b) after the Date of Termination, the Tenant must continue to pay the Landlord a monthly licence fee equivalent to the Rent, Amortisation Rent and Tenant’s Outgoings Contribution payable immediately before the Date of Termination until such remediation is complete to the satisfaction of the Landlord. The Tenant must not use the Premises for any purpose other than for carrying out the remediation during this period.

(d) The Tenant indemnifies the Landlord against all Environmental Liability which the Landlord sustains as a result of, or in connection with, any Contamination of the Premises, the Land or the Estate caused or contributed to by the Tenant.

9.4 Redecoration

Despite any other provision in this Lease, the Tenant must Redecorate the Premises to the satisfaction of the Landlord at each Redecoration Date.

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10. BANK GUARANTEE

10.1 Tenant to provide

On or before the Commencing Date, the Tenant must deliver to the Landlord a Bank Guarantee securing the performance of the obligations of the Tenant under this Lease.

10.2 Default by Tenant

(a) If any Event of Default occurs the Landlord may, without prior notice to the Tenant, demand payment under the Bank Guarantee in or towards making good any loss or damage sustained by the Landlord as a result of that event.

(b) If the Landlord demands payment under the Bank Guarantee the Tenant must promptly provide a replacement or additional Bank Guarantee equal to the amount demanded or applied by the Landlord under clause 10.2(a).

(c) No action by the Landlord under clause 10.2(a) will operate as a waiver of the relevant Event of Default.

10.3 Tenant to keep current

The Tenant must at all times ensure that any Bank Guarantee is kept current and enforceable.

10.4 Transfer by Landlord

If at any time during the Term the Landlord transfers the Landlord’s interest in the Land the Tenant must at the request and cost of the Landlord provide to the Landlord a replacement Bank Guarantee in favour of the transferee. The Landlord is permitted to deliver the existing Bank Guarantee held by the Landlord under this clause 10 to the transferee.

10.5 Return of guarantee

Subject to clause 10.2, the Landlord must return every Bank Guarantee to the Tenant promptly following (as appropriate):

(a) the latest to occur of the following:

(i) the date 1 month after the Date of Termination;

(ii) the making good of all defects and yielding up of the Premises as required by this Lease; and

(iii) the compliance by the Tenant with all of its obligations under this Lease; or

(b) receipt by the Landlord of a replacement Bank Guarantee in accordance with clause 10.2 or 10.3.

PART E        LANDLORD’S RIGHTS AND OBLIGATIONS

11. LANDLORD’S RIGHTS

11.1 Landlord’s right of access

(a) Subject to clause 11.1(b), the Landlord may at all reasonable times on giving to the Tenant reasonable notice enter the Premises to:

(i) view the state of repair and condition of the Premises; or

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(ii) monitor the environmental efficiency of the Building including collection of data and installation of meters to measure the use of the Building’s resources.

Nothing in this clause 11.1(a) requires the Landlord to install meters or bear the cost of such installation.

(b) In the case of an emergency or to secure the Premises the Landlord may enter the Premises without notice at any time.

11.2 Enforcement of repairing obligations

If the Landlord notifies the Tenant of the Tenant’s failure to Redecorate, repair, replace or clean the Premises in accordance with this Lease and the Tenant fails to rectify the default within a reasonable time the Landlord may elect to do those works or satisfy that obligation and will be entitled to claim any Cost incurred from the Tenant.

11.3 Landlord may enter to repair

If:

(a) the Landlord wishes to:

(i) carry out any repairs to the Premises it reasonably considers necessary or desirable; or

(ii) do anything which the Landlord is obliged to do under this Lease; or

(b) any Authority requires any repair or work to be undertaken on the Premises which the Landlord must or in its absolute discretion elects to do and for which the Tenant is not liable under this Lease,

then the Landlord, its architects, workmen and others authorised by the Landlord may at all reasonable times on giving to the Tenant reasonable notice (except in the case of an emergency when no notice is required) enter and carry out any of those works and repairs or do the things which the Landlord is obliged to do. In so doing the Landlord must use reasonable endeavours not to cause undue inconvenience to the Tenant or to the conduct of the Tenant’s Business.

11.4 For Sale/Let

The Landlord acting reasonably may place for sale or for lease advertisements on any part of the Premises or the Building and after giving reasonable notice to the Tenant may show interested parties through the Premises provided it uses reasonable endeavours to minimise inconvenience to the Tenants Business.

11.5 Restricted Access

The Landlord may close the Building or restrict access to the Premises in an emergency or where the Landlord considers such action reasonably necessary for the safety of any person or property and the Tenant releases the Landlord from all liability in relation to such action.

11.6 Landlord’s Signage

The Landlord may display the Landlord’s business name and logo on a sign or monument on:

(a) the Land; and

(b) the Premises (but not the Building),

and may enter onto the Premises to maintain that signage.

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11.7 Quiet Enjoyment

If the Tenant observes and performs all of its obligations under this Lease the Tenant may occupy and enjoy the Premises, subject to the terms of this Lease, without interruption by the Landlord.

11.8 Services

Subject to anything to the contrary in this Lease, the Landlord and all persons claiming by, through or under the Landlord may, after giving reasonable notice (except in the case of an emergency where no notice is necessary) install, maintain, use, repair, alter, service and replace any Services or any part of them including any pipe, duct, wire and plant.

11.9 Easements

The Landlord may for:

(a) the purpose of the provision of public or private access to the Premises and the Estate;

(b) the purpose of rectifying any encroachment;

(c) the support of structures in the future erected on or from adjoining land; or

(d) any Service,

dedicate land or transfer, grant or create or take the benefit of any easement or other right to or from, or enter into any arrangement or agreement with, any owners, tenants or occupiers or others having an interest in any land (including the Land) near the Premises or with any Authority (under any valid and enforceable requirement of that Authority) as the Landlord thinks fit. This Lease will be taken to be subject to that easement or other right as envisaged by this clause 11.9, and, without prejudice to the rights of the Landlord under this clause, the Tenant must promptly on request by the Landlord confirm its consent to that easement or other right to the relevant Authority.

11.10 Further Construction

(a) The Landlord reserves the right at any time to construct or permit the construction of any buildings or works on any part or parts of the Estate (excluding the Premises) and to add to or permit to be added to (whether by the construction of additional storeys or in any other manner) and to vary, alter or reduce or permit to be varied, altered or reduced any buildings, erections, improvements or works in or on the Estate (including the Building) at any time and from time to time as the Landlord sees fit. The Landlord further reserves the right to vary, modify or relocate any part or parts of the Common Areas resulting from the construction of any buildings or works or otherwise.

(b) Subject to clause 11.10(c), the Tenant acknowledges that it is not entitled to and will not make any Claim for an injunction, damages, rent abatement or compensation arising out of the construction of any building, any works or operations associated with alterations and additions or dust, noise, the imposition of access restrictions or other inconvenience or disturbance to the Tenant or the Tenant’s Business which might arise from any alterations and additions.

(c) The Landlord must use its reasonable endeavours to ensure that the construction of any building, any works or operations associated with alterations and additions or dust, noise, the imposition of access restrictions or other undue inconvenience is minimised so that no material disruption is caused to the Tenant or the Tenant’s Business.

(d) The Landlord agrees that any increase in Outgoings payable by the Tenant as a result of further construction pursuant to this clause will be capped at 10% increase from the Outgoings payable in the Outgoings Year immediately preceding the further construction being completed.

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11.11 Change of Landlord

(a) If the Landlord:

(i) sells its interest in the Land; or

(ii) grants a concurrent lease over the Premises,

so that the Tenant becomes obliged to perform its obligations under this Lease in favour of another person, then the Tenant must enter into those documents the Landlord or that other person reasonably requires, at the Landlord’s or that other person’s cost, to enable that other person in its name to enforce the benefit of all obligations owed by the Tenant under this Lease.

(b) An obligation owed by the Tenant to the Landlord which is due for performance before an event described in paragraphs 11.11(a) occurs remains owing to the person who is the Landlord at the time that event occurred and not its assignee, tenant or landlord and may be enforced by that person in its own name.

11.12 Services maintenance

(a) The Landlord must use reasonable endeavours to keep the supply and maintenance of Services to the Premises (excluding within the Premises where it is an obligation of the Tenant under this Lease) in operational order.

(b) For the avoidance of doubt this clause places no obligation on the Landlord to arrange for the provision of Services to the Premises on behalf of the Tenant and the Tenant is responsible for arranging its own supply of Services with relevant suppliers.

(c) Nothing in this clause 11.12 prevents the Landlord from recovering the reasonable costs of complying with this clause as part of the Outgoings payable by the Tenant, provided that costs of capital repairs cannot be recovered as Outgoings.

11.13 Building structure

The Landlord will use reasonable endeavours to maintain the structure of the Building and Premises subject to fair wear and tear.

11.14 Essential Services

(a) The Landlord acknowledges that the following Services are considered essential services by the Tenant:

(i) Air conditioning;

(ii) Power; and

(iii) Lifts

(the Essential Services).

(b) The Landlord will use reasonable endeavours to maintain the Essential Services in working order and to repair any faults from time to time, provided that the Tenant must not make any Claim arising from or in any way related to:

(i) any interruption to the supply of the Essential Services where that interruption is beyond the reasonable control of the Landlord or its agents or employees; or

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(ii) any failure of the Essential Services which results from any act or omission of the Tenant or the Tenant’s Employees.

(c) The Landlord agrees to maintain during the Term contracts with reputable contractors for the repair and maintenance of Essential Services;

(d) If requested in writing by the Tenant (but not more than once a year), the Landlord will provide details of contractors engaged and type of service provided as evidence that the contracts referred to in paragraph (c) are in force, but nothing in this clause requires the Landlord to provide copies of contracts to the Tenant;

(e) The Tenant acknowledges that the costs of the contractors referred to in clause 11.14(c) form part of Outgoings payable by the Tenant;

(f) If any of the Essential Services fails or fails to perform to the specification and standard for which it was designed and installed to operate (other than due to any act or omission of the Tenant or the Tenant’s Employees);

(i) the Tenant serves a notice on the Landlord advising of the failure; and

(ii) the Landlord has not taken reasonable steps to rectify the failure within three (3) Business Days, and the failure of the Services either:

(A) constitutes an emergency: or

(B) would otherwise have a material and adverse impact on the operation of the Tenant’s Business

then the Tenant may arrange for the incumbent base building contractor to carry out the necessary repairs and the Landlord must pay the Tenant’s Costs of exercising its rights under this provision within 30 days after receipt of a tax invoice from the Tenant.

11.15 Chilled water and risers

The Tenant shall have reasonable access to any available chilled water for supplemental cooling purposes and, if required, reasonable access to any available risers for communication cabling, provided that such chilled water or risers are owned or controlled by the Landlord, provided that such access to and use of chilled water or risers:

(a) does not impose an obligation on the Landlord to upgrade its chilled water system or plant to accommodate the Tenant’s use;

(b) does not adversely affect other occupiers of the Estate;

(c) does not impact on base building air-conditioning plant; and

(d) any proposed use or works by the Tenant pursuant to this clause must first be approved in writing by the Landlord and the provisions of clause 12.1 will apply to any proposed works by the Tenant.

11.16 Landlord’s obligations

Subject to the Tenant complying with its obligations under this Lease, the Landlord must use reasonable endeavours to:

(a) keep the Premises watertight;

(b) maintain the Building structure and keep the Premises in good structural repair (provided that the Landlord is not required to carry out works under this clause to the extent that the need for repair or maintenance is caused or contributed to or arises from any deliberate or negligent act or omission on the part of the Tenant or the Tenant’s Employees); and

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(c) keep the Building insured to its full replacement value, provided that nothing in this clause prevents the Landlord from recovering the costs associated in doing so as Outgoings.

PART F        TENANT’S RESTRICTIONS

12. TENANT’S RESTRICTIONS

12.1 Alterations to Premises

(a) The Tenant must not carry out or permit the carrying out of any Proposed Work without the Landlord’s Consent.

(b) In seeking the Landlord’s Consent the Tenant must submit to the Landlord plans and specifications of the Proposed Work.

(c) If the Landlord consents to any Proposed Work, the Landlord requires (unless it notifies otherwise), as a condition of the Landlord’s Consent, that:

(i) any Proposed Work will be at the Cost of the Tenant and will be supervised by a person approved by the Landlord;

(ii) any Proposed Work be carried out in a fit and proper manner by contractors or tradesmen approved by the Landlord;

(iii) the Tenant pay on demand all reasonable Costs incurred by the Landlord in considering the Proposed Work and its supervision, including the fees of architects or other building consultants properly engaged by or on behalf of the Landlord;

(iv) the Tenant obtains, keeps current and complies with all necessary approvals and permits from all Authorities necessary to enable any Proposed Work to be carried out in accordance with the Law and any applicable Standards. On request by the Landlord the Tenant must give for inspection by the Landlord copies of all those approvals and permits;

(v) on completion of the Proposed Work the Tenant immediately obtains and gives to the Landlord a copy of any certificates of compliance or satisfactory completion issued by the appropriate Authority or necessary to legally use or occupy the Proposed Work, together with as built drawings and such air balancing information as the Landlord reasonably requires;

(vi) the Tenant on demand reimburses the Landlord for any reasonable Cost incurred by the Landlord as a result of the Proposed Work being carried out, including any resulting modification or variation to the Premises;

(vii) prior to the Date of Termination the Tenant restores the Premises and all Services to them to their configuration and condition immediately before the Proposed Work was carried out unless the Landlord confirms in writing that such restoration is not required; and

(viii) the Tenant take out contracts works insurance to fully cover the Proposed Work together with any other insurance reasonably required by the Landlord.

(d) The Tenant must at its own Cost comply with all reasonable conditions imposed by the Landlord as part of its consent to the Proposed Work.

(e) If the Tenant (including if acting as agent for the Landlord) carries out any Proposed Work to which OH&S Law applies:

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(i) the Landlord appoints the Tenant to any position under the OH&S Law necessary for the Tenant to comply with any OH&S Law, including but not limited to the position of principal contractor;

(ii) the Landlord authorises the Tenant to exercise whatever authority is necessary for the Tenant to discharge the responsibilities of the appointment under clause 12.1(e)(i);

(iii) the Tenant must comply with and ensure that the Proposed Work is carried out in accordance with OH&S Law; and

(iv) the Tenant is responsible for the Proposed Work at all times until it is completed.

(f) Without limitation, all Tenant’s Fittings, installed on or after the Commencing Date, must be in accordance with the Landlord’s fitout guidelines as communicated to the Tenant from time to time.

12.2 Alterations or additions to Landlord’s Fixtures and Services

Subject to clause 12.1, the Tenant must not, without the Landlord’s Consent, install, interfere with or make any connections to the Landlord’s Fixtures, Services or Appurtenances.

12.3 Flammable Substances

The Tenant must not store or use flammable or explosive substances on or in the Premises unless they are necessary and proper for the Tenant’s Business and the Tenant, at its Cost, complies with all Laws, Standards and Requirements in relation to them.

12.4 Fire Regulations

The Tenant must, at its Cost, comply with all Laws, Standards and Requirements in relation to sprinklers, fire alarms and fire prevention in respect of the Premises beyond the Base Building Compliance Level (which is the Landlord’s responsibility).

The Tenant must at its cost ensure that the Premises are compliant with all such Laws, Standards and Requirements as a result of any Proposed Work, Tenant’s Fittings, partitions, fitout, use, racking, plant equipment and must, if it fails to maintain compliance at its Cost, pay the Landlord all Costs (including legal costs on an indemnity basis) of the Landlord in ensuring the Tenant complies with its obligations.

PART G        TRANSFER OF INTEREST

13. DEALINGS BY TENANT

13.1 No disposal of Tenant’s interest

The Tenant must not assign, transfer, sublet, licence or otherwise deal with or part with possession of the Premises or this Lease, any part of them or any interest in them or attempt to do so.

13.2 Assignments and subleases

The Tenant will not breach clause 13.1 in respect of a proposed assignment or sublease if:

(a) there is no subsisting Event of Default at the date of proposed assignment or sublease;

(b) the Tenant pays to the Landlord all reasonable Costs incurred by the Landlord (whether or not the proposed assignment or sublease proceeds to completion) of and incidental to the proposed assignment or sublease;

(c) in the case of an assignment, the Tenant proves to the satisfaction of the Landlord that the incoming tenant is respectable, responsible and solvent and capable of complying with the Tenant’s covenants and other terms and conditions of this Lease;

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(d) in the case of a proposed sublease, the Landlord acting reasonably approves that sublease and, if the rental rate for that sublease is lower than either the market rent for the Premises (as estimated by the Landlord) or the passing rent under this Lease, the Tenant and the incoming tenant both acknowledge that this is the case in the deed referred to in clause 13.2(e);

(e) the Tenant and the incoming tenant enter into a deed with the Landlord in the form reasonably required by the Landlord which includes provisions that the incoming tenant:

(i) if an assignee, will comply with all of the Tenant’s obligations under this Lease on and from the date of assignment; or

(ii) if a subtenant:

(A) will not cause or contribute to a breach of this Lease;

(B) will comply with the terms of this Lease in so far as they affect the subleased premises;

(C) will provide such security as the Landlord reasonably requires if the subtenant ever becomes the direct tenant of the Landlord; and

(D) acknowledges that the sublease will end automatically without any liability to the Landlord if this Lease ends for any reason, and the term of the sublease ends at least one day before the Terminating Date; and

(f) the Tenant and the incoming tenant comply with the Landlord’s reasonable requirements in relation to the documentation, stamping and registration of the proposed assignment or sublease; and

(g) in the case of an assignment, the incoming tenant provides such guarantees (corporate and financial), in a form acceptable to the Landlord acting reasonably, in respect of the obligations and covenants of the incoming tenant during the remainder of the Term and any Further Term. Without limitation, the Bank Guarantee amount will increase to not less than the amount equivalent to the annual average of the Landlord’s then estimate of the sum of 12 months’ Rent and Tenant’s Outgoings Contribution (plus GST on those amounts) taken over the balance of the Term commencing on the date of the assignment. Item 15 will be amended to reflect any changes to the Bank Guarantee amount that the Landlord requires the incoming tenant to provide under this clause.

Provided that the Tenant complies with the provisions of clause 13 the Landlord’s consent to a proposed sublease or assignment will not be unreasonably withheld or delayed. An assignment of part of this Lease is prohibited.

13.3 Corporate ownership

If the Tenant is a company, other than a company whose shares are listed on any Australian Stock Exchange, any change, or series of changes, in the shareholding of the Tenant or a holding company of it effectively altering the control of the Tenant as at the Commencing Date is deemed to be an assignment of this Lease. In that case the Tenant and the holding company must not:

(a) register, record or enter in their books any transfer of any share or shares in the capital of the Tenant or the holding company;

(b) deal with any beneficial interest in any such share or shares;

(c) issue any new share or shares; or

(d) take or attempt to take any action having the effect:

(i) of effectively altering the control of the Tenant; or

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(ii) that the shareholders of the Tenant at the date of this Lease together beneficially hold or control less than 51% of the voting rights of capital in the Tenant,

until after the Tenant has complied with the conditions of clause 13.2 as though an assignment was proposed.

Despite the provisions of this clause, while Fleetmatics Pty Ltd ACN 140 906 510 is the Tenant in lawful occupation of the Premises the Tenant will not be required to comply with the provisions of clause 13.2 if an alteration in the control of the Tenant occurs, provided that the Ultimate Holding Company (as that term is defined in the Corporations Act 2001 (Cth)) remains unchanged, and the Tenant notifies the Landlord in writing of the proposed alteration in its control prior to such alteration being finalised.

13.4 Unit Trust

If the Tenant is the trustee of a unit trust, unless the unit trust is listed on an Australian Stock Exchange, any change, or series of changes, in the ownership of units in the unit trust or a holding trust effectively altering the control of the unit trust as at the Commencing Date is deemed to be an assignment of this Lease. In that case the Tenant and the holding trust must not:

(a) register, record or enter in their books any transfer of any unit or units in the Unit Trust or the holding trust;

(b) deal with any beneficial interest in any such unit or units;

(c) issue any new unit or units; or

(d) take or attempt to take any action having the effect:

(i) of effectively altering the control of the unit trust;

(ii) that the unitholders in the unit trust at the date of this Lease at any time cease to beneficially hold or control at least 51% of the units in the unit trust,

until after the Tenant has complied with the conditions of clause 13.2 as though an assignment was proposed.

13.5 Charging Tenant’s interest

The Tenant must not mortgage, charge or otherwise grant security over this Lease or the Tenant’s interest in the Premises or goods within the Premises without the Landlord’s Consent.

13.6 Waiver

The Landlord is not required to sign any form of waiver, consent or release that adversely impacts on its rights and entitlements under this Lease. .

PART H        INSURANCE, RISK AND INDEMNITY

14. INSURANCE AND INDEMNITIES

14.1 Insurances to be taken out by Tenant

The Tenant must:

(a) take out on or before the Commencing Date and keep current during the Term a public risk insurance policy in respect of the Premises, any Car Parking Spaces and any areas licensed or used by the Tenant for an amount in respect of any single event of not less than the amount specified in Item 12 or such other amount as may be notified by the Landlord (acting reasonably) from time to time.

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(b) insure all plate glass windows and doors forming part of or within the Premises for not less than their full replacement value;

(c) ensure that all insurance policies taken or to be taken out under this clause 14:

(i) are taken out with an independent and reputable and APRA approved insurer which has a Standard & Poors rating of at least ‘A’ or equivalent;

(ii) contain conditions acceptable to or reasonably required by the Landlord and the Landlord’s insurer;

(iii) are on an occurrence, not a claims made, basis;

(iv) note the interests of the Landlord, the Trustee and any mortgagee of the Premises; and

(v) are not lapsed, terminated or forfeited;

(d) whenever reasonably required by the Landlord, give to the Landlord every policy of insurance to be effected by the Tenant under this clause 14 and a certificate of currency from the insurer on or before the Commencing Date and on each anniversary of the insurance policy’s renewal date; and

(e) pay all premiums and other money payable in respect of any policy whenever they are due and payable.

14.2 Effect on Landlord’s insurances

(a) The Tenant must not, without the Landlord’s Consent, do anything to or on the Premises which will or may:

(i) increase the rate of any insurance on the Premises or on any property in them;

(ii) prejudice any insurance policy; or

(iii) conflict with any Law, Standard or any Requirement or with any requirement of the Landlord’s insurer(s) relating to fires or fire safety or prevention or with any insurance policy in respect of the Premises or any property in them.

(b) The Tenant must pay to the Landlord on demand all extra Costs of insurance on the Premises or other premises on the Estate and on any property in them (if any are required) on account of the extra risk caused by the Tenant’s use or occupation of the Premises.

14.3 Exclusion of Landlord’s liability

(a) All property on the Premises is there at the sole risk of the Tenant.

(b) The Landlord, its servants and agents are not liable for any Claim that the Tenant or the Tenant’s Employees or any person claiming by, through or under the Tenant may incur or make or which arises from:

(i) any fault in the construction or state of repair of the Premises or any part of it or the Landlord’s Fixtures;

(ii) any defect in any Service or any Appurtenance; or

(iii) water, air conditioning or other sources of energy or fuel,

or from any other cause except to the extent caused by the negligence or omission of the Landlord or its servants or agents.

(c) The Tenant releases the Landlord and its servants and agents from liability in respect of any:

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(i) Claim relating to any property of the Tenant or any other person on the Premises, the Estate or any part of them; and

(ii) damage or injury to any person or property on the Premises or on any land in the Estate,

except to the extent that the Claim, damage or injury is caused by the negligence or omission of the Landlord or its servants or agents.

14.4 Indemnities

The Tenant indemnifies the Landlord in respect of all Claims for which the Landlord is or may become liable, whether during or after the Term, including any deductible payable by the Landlord pursuant to a Claim under any insurance policy, in respect of or arising from:

(a) any loss, damage or injury to property or person or death to a person caused or contributed to by:

(i) any wilful or negligent act or omission;

(ii) any default under this Lease; and/or

(iii) the use of the Premises, the Building or the Estate,

by or on the part of the Tenant or the Tenant’s Employees except to the extent caused by the negligence of the Landlord or its servants or agents;

(b) the negligent or careless use or neglect of the Services and facilities of the Premises or the Appurtenances by the Tenant or the Tenant’s Employees or any other person claiming through or under the Tenant;

(c) any overflow or leakage (including rain water or from any Service, Appurtenance or the Landlord’s Fixtures) originating from within the Premises;

(d) the failure of the Tenant to notify the Landlord of any defect in any Service in or to the Estate of which the Tenant is aware; and

(e) any loss, damage or injury relating to plate and other glass except where caused by the negligence of the Landlord or its servants or agents.

PART I        DAMAGE, ABATEMENT & REINVESTMENT

15. DAMAGE AND DESTRUCTION

15.1 Consequences of Damage

(a) If the Premises or any part of them are damaged or destroyed so that the Premises are wholly or substantially unfit for the occupation and use of the Tenant or (having regard to the nature and location of the Premises and the normal means of access) are wholly or substantially inaccessible then until the Premises have been restored or made fit for the occupation and use of the Tenant or are accessible (as appropriate) the Rent or a proportionate part of the Rent according to the nature and extent of the damage or destruction sustained, abates.

(b) Unless the Landlord notifies the Tenant within 3 months after that destruction or damage occurs that it intends to reinstate the Premises or make the Premises fit for occupation and use or accessible (as appropriate), this Lease may be determined by not less than one month’s notice by either party.

(c) If the Landlord notifies the Tenant of its intention to make good the destruction or damage under paragraph (b) and:

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(i) after that does not do so within a reasonable time (having regard to the nature and extent of the damage or destruction and the time expected to commence and to carry out the necessary works) after allowing for all approvals from Authorities, the Tenant may notify the Landlord of its intention to determine this Lease; and

(ii) unless the Landlord, after receiving that notice, proceeds with reasonable expedition and diligence to commence or carry out the necessary works, the Tenant may determine this Lease by giving not less than one month’s notice to the Landlord. At the end of that second notice this Lease will be at an end.

(d) If:

(i) the damage or destruction has been caused or contributed to, or arises from, any act or omission of the Tenant or the Tenant’s Employees; or

(ii) any insurance policy or policies for the Premises has been avoided, or payment of all or part of the policy money refused or reduced, as a result of the act or omission of the Tenant or the Tenant’s Employees,

then the provisions of paragraphs (a), (b) and (c) of this clause do not apply and the Tenant is liable for the damage and loss suffered by the Landlord.

(e) If, in the Landlord’s opinion, formed at any time in its absolute discretion, the damage to or destruction of the Premises or to any part of the Building is such that it is impractical or undesirable to reinstate the Premises or the relevant part of the Building, or make them fit for the occupation and use of, or render them accessible to, the Tenant, then the Landlord may determine this Lease by giving not less than one month’s notice to the Tenant. At the end of that notice this Lease will be at an end.

15.2 Liability

Neither the Landlord nor the Tenant is liable to the other because of the determination of this Lease under clause 15.1. That determination will be without prejudice to the rights of either party in respect of any preceding breach or non-observance of this Lease.

15.3 Dispute

(a) Any dispute arising under clause 15.1 is to be determined by an appropriate independent person who is:

(i) agreed between the Landlord and the Tenant and appointed jointly by them; or

(ii) if they cannot agree, a member of a relevant professional body nominated (at the request of either the Landlord or the Tenant) by the Property Council of Australia Limited (from the division located in the same state as the Premises).

(b) The appointed person:

(i) must have substantial experience in relation to premises of a similar type within the area in which the Premises are located or other comparable area; and

(ii) in making his determination must be instructed to act as an expert and not as an arbitrator.

(c) The determination is final and binding on the parties.

(d) The Cost of the determination is to be borne by either or both of the parties (and if by both of the parties in the proportion between them) as the person making the determination decides.

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15.4 Landlord not obliged to reinstate

Nothing in this Lease obliges the Landlord to reinstate the Premises or the means of access to them if the Premises or part of them have been damaged or destroyed as outlined in clause15.1.

PART J        DEFAULT

16. DEFAULT AND CONSEQUENCES

16.1 Events of Default

Each of the following is an event of default (whether or not it is in the control of the Tenant):

(a) the Rent or any part of it is in arrears and unpaid for 7 days after it is due and the Landlord has demanded payment of same;

(b) any money (other than Rent) payable by the Tenant to the Landlord is not paid within 7 days of the due date for payment;

(c) the Tenant fails to perform or observe any of its other obligations under this Lease and has not rectified that failure within a reasonable time after receipt of written notice from the Landlord; and

(d) an Insolvency Event in respect of the Tenant.

16.2 Essential terms

The obligations of the Tenant to:

(a) pay Rent or any other money payable under this Lease to the Landlord;

(b) use the Premises only for the Tenant’s Business;

(c) maintain the Premises and the Tenant’s Fittings under clause 9.1;

(d) obtain the Landlord’s Consent to any Proposed Work under clause 12.1;

(e) comply with the prohibition on disposal of interests in clause 13.1;

(f) obtain and keep current during the Term insurances as required under clause 14;

(g) not prejudice any insurance policy in clause 14.2(a)(ii);

(h) not conflict with any requirement in clause 14.2(a)(iii);

(i) issue and keep current the Bank Guarantee as required under clause 10; and

(j) not breach OH&S Law as required under clause 7.3(g),

(k) comply with clauses 12.3 and 12.4,

are essential terms of this Lease.

16.3 Re-entry, termination or conversion

If an Event of Default occurs the Landlord, without prejudice to any other Claim which the Landlord has or may have or could otherwise have against the Tenant or any other person in respect of that default, may:

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(a) subject to any prior demand or notice as is required by Law, re-enter into and take possession of the Premises or any part of them (by force if necessary) and eject the Tenant and all other persons from them, in which event this Lease will be at an end; or

(b) by notice to the Tenant terminate this Lease, and from the date of giving that notice this Lease will be at an end; or

(c) by notice to the Tenant elect to convert the unexpired portion of the Term into a tenancy from month to month, in which event this Lease will be at an end but after that, and until the new tenancy is determined, the Tenant will be a monthly tenant on the same terms as are set out in clause 3.2.

16.4 Landlord may rectify

The Landlord may, but is not obliged to, at any time remedy any default by the Tenant under this Lease and do anything arising from the default that the Landlord considers necessary, provided that:

(a) the Landlord has first given the Tenant a written notice specifying the default;

(b) a reasonable time has passed having regard to the nature of the default within which to remedy the default (and that default has not been remedied); and

(c) whenever the Landlord elects to do so all reasonable Costs incurred by the Landlord will be a liquidated debt and must be paid by the Tenant to the Landlord on demand.

16.5 Waiver

(a) No:

(i) failure to exercise and no delay in exercising any right, power or remedy under this Lease; or

(ii) custom or practice existing between the parties in relation to this Lease,

operates as a waiver. No single or partial exercise of any right, power or remedy will preclude any other or further exercise of that or any other right, power or remedy.

(b) No waiver by the Landlord of one breach of a covenant under this Lease is a waiver of another breach of that same covenant or of any other.

(c) The demand by the Landlord for, or acceptance by the Landlord of, Rent or any other money payable under this Lease after default by the Tenant is not a waiver of any earlier breach by the Tenant. The subsequent acceptance by the Landlord of Rent or other money (as appropriate) is a waiver by the Landlord only in relation to the Tenant’s failure to make that particular payment when due.

(d) Any waiver by the Landlord must be in writing to have the effect of constituting a waiver.

16.6 Offer of money after termination

Any money offered by the Tenant after the termination of this Lease under clauses 16.3(a) or (b) and accepted by the Landlord may be and (in the absence of an express election of the Landlord) will be applied on account of:

(a) first: any Rent and other money accrued and due under this Lease but unpaid at the date of termination of this Lease; and

(b) second: the Landlord’s Costs in relation to the termination.

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16.7 Interest on overdue money

(a) The Tenant must pay to the Landlord interest at the Default Rate on any Rent or other money due under this Lease (including money or Costs which are expressed to be payable or reimbursable to the Landlord on demand) but unpaid for 7 days.

(b) Rent or money falling due for payment but unpaid as a result of a continuing breach of the same covenant bear interest at the rate applicable to the Rent or other money (as appropriate) which was due and unpaid when the breach of the covenant first occurred.

(c) Interest payable under this clause 16.7 will:

(i) accrue on a daily basis and be calculated on daily rests;

(ii) be payable on demand or, if no earlier demand is made, on the first Business Day of each month where an amount arose in the preceding month or months;

(iii) be calculated from the due date for payment of the Rent or other money (as appropriate) or, in the case of an amount payable by way of reimbursement or indemnity, the date of outlay or loss, if earlier, until the date of actual payment; and

(iv) be recoverable in the same manner as Rent in arrears.

16.8 Landlord’s entitlement to damages

The Landlord’s entitlement to recover damages from the Tenant or any other person is not limited or affected by any of the following:

(a) the abandonment or vacation of the Premises by the Tenant;

(b) the Landlord’s election to re-enter the Premises or terminate this Lease;

(c) the Landlord’s acceptance of the Tenant’s repudiation; or

(d) the parties’ conduct (or that of any of their servants or agents) constituting a surrender by operation of Law.

16.9 Compensation

If the Landlord terminates this Lease following an Event of Default, breach of an Essential Term, the acceptance of a repudiation of this Lease or otherwise, then, without prejudice to its other rights, powers or remedies, the Landlord is entitled to recover loss of bargain damages from the Tenant subject to the Landlord’s obligation to mitigate its loss.

PART K        END OF LEASE

17. MAKE GOOD

17.1 Tenant to yield up and remove its fittings

Despite any other provision in this Lease, the Tenant must at the Date of Termination:

(a) reinstate the Premises to the Base Building Condition ,unless otherwise directed by the Landlord in writing, to the intent that if the Landlord or an incoming tenant of the Premises wishes to keep the fitout installed by the Tenant then the Tenant will only be required to reinstate to the Base Building Condition that part of the Premises where the fitout is not required by the Landlord or an incoming tenant; and

(b) yield up the Premises in good repair and condition.

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17.2 Tenant not to cause damage

The Tenant must at the Date of Termination:

(a) use its reasonable endeavours not to cause or contribute to any damage to the Premises in the removal of the Tenant’s Fittings;

(b) make good any damage caused to the Premises or the Estate in the removal of the Tenant’s Fittings; and

(c) leave the Premises in a clean state and condition.

If the Tenant fails to do so the Landlord may make good and/or clean the Premises at the Cost of and as agent for the Tenant and recover from the Tenant the Cost to the Landlord of doing so as a liquidated debt payable on demand.

17.3 Failure by Tenant to remove Tenant’s Fittings

If the Tenant fails to remove the Tenant’s Fittings as required by clause 17.1, or in the event of termination under clause 16.3, the Landlord may:

(a) cause the Tenant’s Fittings to be removed and stored in the manner the Landlord in its absolute discretion thinks fit at the risk and at the Cost of the Tenant; or

(b) treat the Tenant’s Fittings as if the Tenant had abandoned its interest in them and they had become the property of the Landlord, and deal with them in the manner the Landlord thinks fit without being liable in any way to account to the Tenant for them.

17.4 Tenant to indemnify and pay Landlord’s Costs

The Tenant:

(a) indemnifies the Landlord in respect of:

(i) the removal and storage of the Tenant’s Fittings; and

(ii) all Claims which the Landlord may suffer or incur at the suit of any person (other than the Tenant) claiming an interest in the Tenant’s Fittings by reason of the Landlord acting in any manner permitted under clause 17.3; and

(b) must pay to the Landlord as a liquidated debt on demand any Costs incurred by the Landlord in exercising its rights under clause 17.3, including any excess of Costs over money received in the disposal of the Tenant’s Fittings under clause 17.3(b).

17.5 Rent and other payments to continue

The Tenant must continue to pay the Rent and all other payments payable under this Lease until such time that the Tenant has complied with its obligations under clauses 17.1 and 17.2.

17.6 Make good at option

(a) If:

(i) the Tenant has exercised its option to renew for the Further Term commencing on 1 March 2020; and

(ii) the layout of the fitout in the Premises has remained as shown on the Fitout Plan,

then subject to subclause (b) below the provisions of clause 17.1(a), clause 17.3 and 17.4 will not apply to the intent that the Tenant will not be required to reinstate the Premises to the Base Building Condition at the end of the said Further Term.

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(b) Despite the provisions of clause 17.6(a) the Tenant will be required to reinstate or replace the carpet in the Premises to the condition it was in when the Tenant first took occupation of the Premises, if the Landlord so requires and using carpet tiles of a quality and colour acceptable to the Landlord. The Tenant acknowledges that the carpet in the Premises was new at the commencing date of the initial term of this Lease.

(c) This clause 17.6 only applies whilst Fleetmatics Pty Ltd ACN 140 906 510 is the Tenant in lawful occupation of the Premises and does not apply if the lease for the Further Term is terminated earlier than its expiry date.

PART L        GENERAL

18. TRUST PROVISIONS

If the Landlord enters into this Deed as custodian, responsible entity or trustee for a trust, the Landlord enters into this Deed in that capacity only, and the trust provisions set out in ATTACHMENT 6 apply to this Deed.

19. CAR PARKING SPACES

19.1 Licence

The Landlord grants the Tenant a non-exclusive licence to use the number of Car Parking Spaces in the locations as designated by the Landlord from time to time.

19.2 Parking levy

The Tenant must pay to the Landlord on demand all amounts levied on the Landlord by any Authority in respect of the Car Parking Spaces, if any.

19.3 Tenant’s covenants

The Tenant must:

(a) pay the Licence Fee in the same manner as payment of Rent;

(b) not clean, grease, oil, repair or wash any motor vehicle in the Car Parking Spaces;

(c) not deposit any rubbish in or about the Car Parking Spaces other than in designated rubbish bins;

(d) not do or permit any act, matter or thing on the Car Parking Spaces which is likely to be a nuisance, annoyance or obstruction to the Landlord or other users, occupants or tenants of the Land;

(e) not do or permit any act, matter or thing on the Car Parking Spaces which might in any way endanger any person or property whether the property of the Landlord or not;

(f) indemnify the Landlord on demand against all Claims for death of or injury to persons or loss of or damage to property caused by the use of the Car Parking Spaces by the Tenant or the Tenant’s Employees or by a motor vehicle belonging to the Tenant or the Tenant’s Employees in the Car Parking Spaces;

(g) at all times observe the reasonable requirements from time to time imposed by the Landlord (and notified to the Tenant) in connection with the use of the Car Parking Spaces and must comply with all Laws and Requirements relating to the Car Parking Spaces, the property of the

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Tenant on it and the Tenant’s use of them on the same terms as the Tenant must comply with Laws and Requirements under clause 7.3; and

(h) keep the Car Parking Spaces in the same condition as it is required to keep the Premises under clause 9.1, but nothing in this clause 19.3(h) requires the Tenant to maintain the structure of the Car Parking Spaces unless any structural works are required by any Law or Requirement which applies because of the Tenant’s use and occupation of the Car Parking Spaces or are required due to the Tenant’s failure to comply with its obligations under this Lease (including this clause 19) or any default, wilful act or omission or negligence of the Tenant or the Tenant’s Employees.

19.4 Risk and other provisions

The Tenant agrees that:

(a) the rights conferred on the Tenant under this clause 19 may not be assigned or sublicensed except with an assignment or sublease of this Lease to the assignee or sublessee of the Lease;

(b) the rights conferred on the Tenant under this clause 19 do not confer on the Tenant any estate or interest in the Car Parking Spaces;

(c) any motor vehicle or other property in the Car Parking Spaces or otherwise on the Land is there at the risk of the Tenant and the Landlord is not responsible for the theft of or damage to any property or motor vehicle however arising or the theft of any of the parts or equipment of any motor vehicle or of any property left or contained in any motor vehicle; and

(d) the Landlord may close the Car Parking Spaces or any part of them at any time when the Premises or any part of them are required to be closed:

(i) by Law or otherwise for the safety of property or person; or

(ii) for repair or renovation.

(e) In carrying out any repairs or renovations under clause 19.4(d)(ii), wherever reasonably possible those repairs or renovations will be carried out outside the Tenant’s usual trading hours. In carrying out the repairs or renovations, the Landlord agrees to use reasonable endeavours to ensure that inconvenience to the Tenant is minimised insofar as is practical in the circumstances.

19.5 Termination

The licence granted under this clause 19 automatically expires or terminates on the Date of Termination and on that date the Tenant must remove any motor vehicles or any other property belonging to it or the Tenant’s Employees from the Car Parking Spaces. If the Tenant fails to do so, the Landlord may remove those motor vehicles and that property and the Landlord or any person authorised by the Landlord has the authority to do so at the risk and Cost of the Tenant. The Landlord may exercise the same rights it has under clause 17.3 with respect to Tenant’s Fittings with respect to those motor vehicles or that property.

19.6 Not used

19.7 Adjustment of Licence Fee

The Tenant acknowledges and agrees that the Licence Fee will be reviewed in the same manner and at the same time as Rent under this Lease except where a market review occurs the Licence Fee will increase by the same percentage as the increase in the Rent, if any, occurring as a result of that market review.

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19.8 Additional car spaces

(a) If during the Term of this Lease the Tenant informs the Landlord in writing that it requires additional car parking spaces, then the Landlord will, subject to availability and in its absolute discretion, licence the number of spaces required by the Tenant.

(b) The licence offered by the Landlord to the Tenant pursuant to clause 19.8 will be on the same terms as the licence under this clause 19 and the Tenant will sign such documents as the Landlord may require to reflect the licence at the Tenant’s reasonable cost.

(c) The Tenant will have the right to surrender any additional car parking spaces licensed to the Tenant pursuant to this clause 19.8 by giving the Landlord no less than three (3) months’ notice in writing.

(d) This clause 20.9 only applies whilst Fleetmatics Pty Ltd ACN 140 906 510 or its assigns are the Tenant in lawful occupation of the Premises.

20. MISCELLANEOUS

20.1 Notices

All notices, requests, demands, consents, approvals, agreements or other communications to or by a party to this Lease:

(a) must (subject to clause 20.1(d)) be in writing addressed to the intended recipient at the address shown below or the address last notified by the intended recipient to the sender:

Landlord

The Trust Company Limited

Level 15

20 Bond Street

Sydney NSW 2000

Attention: Manager – Property & Infrastructure Custody

Fax: (02) 8295 8656

with a copy to:

Goodman Property Services (Aust) Pty Limited

Level 17

60 Castlereagh Street

Sydney NSW 2000

Attention: General Manager – Property Services

Fax: (02) 9230 7444

Tenant

Fleetmatics Pty Ltd

35 Saunders Street

Pyrmont NSW 2009

Attention:

Fax:

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The Landlord agrees to provide copies of notices it serves on the Tenant pursuant to this clause 20.1 at to the below email address, or such other email address notified to the Landlord by the Tenant in writing. For the avoidance of doubt, the Landlord will have satisfied its obligation under this clause if it sends a copy of the notice to the below address, whether or not the recipient of the email actually receives that email.

(b) must be signed by the sender or if a company, by its Authorised Officer; and

(c) will be taken to have been served properly and conclusively:

(i) in the case of delivery in person, when delivered to or left at the address of the recipient shown in this Lease (as the case may be) or at any other address which the recipient may have notified to the sender;

(ii) in the case of facsimile transmission, when recorded on the transmission result report unless:

(A) within 24 hours of that time the recipient informs the sender that the transmission was received in an incomplete or garbled form; or

(B) the transmission result report indicates a faulty or incomplete transmission; and

(iii) in the case of mail, on the third Business Day after the date on which the notice is accepted for posting by the relevant postal authority,

but if service is on a day which is not a Business Day in the place to which the communication is sent or is later than 5.00 pm (local time) on a Business Day, the notice will be taken to have been served on the next Business Day in that place.

(d) If the Landlord requires any dealings with the Tenant in relation to environmental or work health and safety matters, the Tenant specifically appoints the following person or person with the following title to liaise with the Landlord and receive notices in relation to such matters:

Fleetmatics Pty Ltd

35 Saunders Street

Pyrmont NSW 2009

Attention: David Norton

Fax:

If the Tenant’s work health and safety officer or contact person for the purposes of this clause 20.1(d) changes at any time:

(i) the Tenant must immediately notify the Landlord of the new person’s details; and

(ii) on and from receipt of that notification, the Landlord will liaise with, and send notices to, that new person in relation to environmental or work health and safety matters.

20.2 Certificate from Authorised Officer of Landlord

A certificate signed by an Authorised Officer of the Landlord is conclusive evidence against the Tenant in the absence of manifest error, as to the amount of money or rate of interest stated in that certificate.

20.3 Costs

(a) Each party shall pay its own costs in connection with the negotiation, preparation and execution of this Lease.

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(b) Without limiting any other rights of the Landlord, the Tenant must pay to the Landlord on demand:

(i) all stamp duty (including penalties and fines other than those incurred due to the default of the Landlord) and registration fees on this Lease and indemnify the Landlord on demand against any liability for that stamp duty; and

(ii) all Costs of the Landlord in relation to:

(A) the stamping and registration of this Lease and any certified copy of it required by the Landlord;

(B) the actual or contemplated enforcement of, or actual or contemplated exercise, preservation or consideration of any rights, powers or remedies under this Lease; and

(C) an Event of Default; and

(iii) all reasonable Costs of the Landlord in relation to:

(A) any consent required to or under this Lease;

(B) any actual or proposed assignment or subletting; and

(C) any surrender or determination of this Lease otherwise than by effluxion of time.

20.4 Severance

Any provision of this Lease which is prohibited or unenforceable in any jurisdiction will be ineffective in that jurisdiction to the extent of the prohibition or unenforceability. That will not invalidate the remaining provisions of this Lease nor affect the validity or enforceability of that provision in any other jurisdiction.

20.5 Entire agreement

This Lease and the deed entered into between the parties on or around the date of this Lease contains all the contractual arrangements of the parties with respect to the transactions to which it relates and supersedes all earlier conduct by the parties with respect to those transactions.

20.6 Reliance

The Tenant acknowledges and represents that it:

(a) has had the opportunity to seek disclosure of all material information relating to the transactions dealt with by this Lease;

(b) has not relied on any conduct by or on behalf of the Landlord in relation to those transactions apart from those set out or referred to in this Lease; and

(c) has satisfied itself that the location of and access to the Premises is sufficient for its intended use of the Premises.

20.7 Warranty by Tenant

The Tenant warrants to the Landlord that it has obtained any consent or approval from any Authority which may be necessary for the lawful conduct of the Tenant’s Business on the Premises.

20.8 Governing law

This Lease is governed by the laws of the state in which the Premises are located. The parties submit to the non-exclusive jurisdiction of courts exercising jurisdiction there.

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20.9 Landlord’s consent

In each case where the Tenant is required to obtain the Landlord’s Consent under this Lease:

(a) that consent must not be unreasonably withheld or delayed unless the relevant clause specifically provides otherwise;

(b) the Landlord’s Consent may, if given, be conditional or unconditional;

(c) that consent must be obtained prior to the relevant event and in writing.

20.10 Financier Deed

If the Landlord wishes to mortgage or sell the Land, then at the request of the Landlord, the Tenant must, at the cost of the Landlord and/or the relevant purchaser, enter into a deed with the Landlord and/or the relevant purchaser and any applicable financier of the Land in a form of deed agreed by the relevant parties acting reasonably.

21. TENANT’S CONSENT TO CONSOLIDATION OR SUBDIVISION

If the Landlord wishes to carry out a Consolidation or a Subdivision as a result of which the Premises will then comprise the whole or part of a consolidated or subdivided lot, then despite any other terms of this Lease, the following provisions will apply:

(a) the Tenant consents to the Consolidation or Subdivision (as the case may be) provided:

(i) there will be no material interference to the Tenant’s use of the Premises;

(ii) Subject to clause 21.1(a)(i) the Landlord will continue to be obliged to perform all of the covenants on its part as Landlord contained in this Lease;

(b) if a strata or stratum subdivision, this Lease will be subject in all respects to all rights, reservations, terms and powers referred to in the relevant strata or stratum legislation (as the case may be); and

(c) if required, the Tenant must promptly sign such other documents as may be necessary to enable the Landlord to effect the Consolidation or Subdivision.

22. GUARANTEE

22.1 Guarantee

In consideration of the Landlord granting this Lease to the Tenant at the Guarantor’s request, the Guarantor (as shown by the Guarantor signing this lease) unconditionally and irrevocably guarantees to the Landlord:

(a) the payment of all money payable to the Landlord under this Lease;

(b) the performance and observance by the Tenant of the Tenant’s obligations contained in this Lease; and

(c) the payment by the Tenant of any damages payable by the Tenant for failure to fulfil or delay in fulfilling any of the Tenant’s obligations contained or implied in this Lease.

22.2 Payment

(a) If the Tenant defaults in the payment of any amount due under this Lease the Guarantor must, on demand, pay that amount to the Landlord; and

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(b) If the Tenant defaults in the performance or observance of any of the Tenant’s obligations under this Lease the Guarantor must, on demand, pay to the Landlord all losses, damages, expenses and Costs incurred or suffered by the Landlord as a result of such default.

22.3 Liability unaffected by other events

The liability of the Guarantor is not affected by anything which might otherwise release, prejudice or discharge that liability or in any way relieve the Guarantor from any obligation including the following (with or without the consent of the Guarantor):

(a) the grant to the Tenant or any other person of any time, waiver or other indulgence;

(b) the release of the Tenant or any other person;

(c) any agreement between the Tenant or any other person and the Landlord;

(d) an Insolvency Event of the Tenant or any other person;

(e) the Landlord exercising or not exercising any rights against the Tenant or any other person;

(f) the Landlord becoming a party to any arrangement in relation to the Tenant or any other person;

(g) the receipt of any distribution, dividend or other payment by the Landlord relating to an Insolvency Event;

(h) the amendment, variation, replacement, rescission, unenforceability, failure, frustration, expiry, discharge, assignment, transfer or other event or occurrence in relation to this Lease; and

(i) the failure to notify the Guarantor of any default by the Tenant.

22.4 Principal obligation

This clause 22 is a principal and independent obligation. Except for stamp duty purposes, it is not ancillary or secondary to another right or obligation.

22.5 No marshalling

The Landlord is not obliged to marshal or appropriate in favour of the Guarantor or to exercise, apply or recover:

(a) any rights under this Lease or any other document; or

(b) any of the funds or assets that the Landlord may be entitled to receive or have a claim on.

22.6 No competition

Until all money payable under this Lease has been irrevocably paid in full the Guarantor is not entitled:

(a) to be subrogated to the Landlord or to claim the benefit of any security or guarantee held by the Landlord at any time; or

(b) either directly or indirectly to prove in, claim or to receive the benefit of any distribution, dividend or payment relating to an Insolvency Event of the Tenant or any other person.

22.7 Continuing guarantee

This clause 22 is a continuing guarantee and indemnity until all money payable under this Lease has been paid in full and all of the Tenant’s obligations have been performed or observed in full despite any settlement of account or intervening payment or anything else.

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22.8 Indemnity

As a separate and additional liability, the Guarantor indemnifies the Landlord in respect of:

(a) all Claims made by or recovered against the Landlord consequent on and arising directly or indirectly out of any Event of Default or delay by the Tenant in the performance and observance of the Tenant’s obligations under this Lease;

(b) any money payable under this Lease (including money which would have been payable if it were recoverable) which is not recoverable from the Tenant for any reason including any legal limitation, disability or incapacity affecting the Tenant or an obligation in this Lease being or becoming unenforceable, void or illegal.

22.9 Corporate benefit

The Guarantor warrants and represents that it is receiving a proper corporate benefit for giving this guarantee and indemnity.

23. PERSONAL PROPERTY SECURITIES ACT

23.1 In this clause 23:

(a) Landlord PPS Items means any Item of Personal Property which:

(i) is owned or leased by the Landlord; and

(ii) is situated on the Premises at any time during the term of this Lease;

(b) PPS Act means the Personal Property Securities Act 2009 (Cth);

(c) Tenant PPS Items means any Item of Personal Property:

(i) which is owned or leased by the Tenant;

(ii) which is situated on the Premises at any time during the term of this Lease; and

(iii) in which the Landlord can require the Tenant to transfer ownership to the Landlord, or in which the Tenant is required to transfer ownership to the Landlord, before or after the end of the term of this Lease,

but does not include any Landlord PPS Items; and

(d) words and expressions that are not defined in this Lease but which have a defined meaning in the PPS Act have the same meaning as in the PPS Act.

23.2 The Tenant:

(a) charges its interest in all Tenant PPS Items situated on the Premises from time to time in favour of the Landlord, as security for the performance of the Tenant’s obligations under this Lease, including but not limited to the Tenant’s obligations to transfer ownership in the whole or any part of the Tenant PPS Items to the Landlord;

(b) acknowledges and agrees that the charge granted by the Tenant under clause 23.2(a) constitutes the grant of a Security Interest which the Landlord is entitled to register under the PPS Act;

(c) acknowledges that the grant of this Lease also constitutes the grant of a Security Interest in the Landlord PPS Items in favour of the Landlord, which interest the Landlord is entitled to register under the PPS Act; and

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(d) must do all things required by the Landlord from time to time (including, without limitation, signing any documents required by the Landlord) to enable the Landlord to register its above Security Interests under the PPS Act, and to otherwise perfect its Security Interest in the Tenant PPS Items and the Landlord PPS Items so that the Landlord’s Security Interests have priority over any other Security Interests under the PPS Act in relation to the Tenant PPS Items and the Landlord PPS Items.

23.3 The Tenant:

(a) warrants that it has not created a Security Interest in respect of any Landlord PPS Items on or prior to execution of this Lease; and

(b) must not create a Security Interest in respect of any Landlord PPS Items or Tenant PPS Items in favour of any person other than the Landlord without the Landlord’s prior written consent, which consent may be granted or withheld in the Landlord’s absolute discretion.

23.4 The Tenant must indemnify and hold harmless the Landlord against all claims, damages or loss incurred by the Landlord as a consequence of any breach by the Tenant of this clause.

23.5 The Tenant acknowledges and agrees that:

(a) it has no right under the PPSA to receive a copy of any ‘verification statement’ or ‘financing charge statement’ (as those terms are defined in the PPSA); and

(b) on the expiration or earlier termination of this Lease, the Tenant must sign (and procure any holder of a registered Security Interest to sign) any document that the Landlord considers necessary or desirable under or as a result of the PPS Act to discharge any registered Security Interests under the PPS Act in relation to the Tenant PPS Items and the Landlord PPS Items.

23.6 This clause is an essential term of this Lease.

23.7 In the event of any inconsistency between this clause and any other provision of this Lease, the provisions of this clause will prevail and that other provision will be read down and interpreted accordingly.

24. FIRST RIGHT OF REFUSAL

24.1 If any area of level 4 in the Building (not being part of the Premises) becomes vacant during the Term of this Lease or will become vacant within a period of 6 months due to the notification of a tenant or failure of a tenant to exercise an option, the Landlord must, if the space is operational and the Landlord intends to lease it:

(a) notify in writing the Tenant of that fact and in the case of space that will become vacant, the date on which the Landlord reasonably believes the relevant space will become vacant; and

(b) offer to lease the relevant space to the Tenant on the terms described in this clause 24.

24.2 The Landlord’s offer must remain open for acceptance by the Tenant for at least 15 Business Days after the date on which it is given. The Landlord must not lease that space until the Landlord has given the offer and 10 Business Days has elapsed or the offer in the notification has been rejected (whichever happens first).

24.3 The lease offered by the Landlord for that additional space will:

(a) be for the remainder of the term of this Lease and must include any remaining Further Terms;

(b) provide that the rent payable by the Tenant at the commencement date is equal to the rent rate per square metre payable under this Lease at the proposed commencement date of that lease; and

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(c) otherwise be on the same terms as this Lease with such amendments as are appropriate to reflect the premises being leased.

at the same time as entering into the lease the parties will also enter into any deed required by the Landlord to document the provisions of clause 8 of the deed entered into between the parties on or around the date of this Lease.

24.4 If the Tenant accepts the offer the Landlord will prepare a lease in accordance with the terms of this clause 24 and the parties must promptly sign the lease prepared in accordance with the terms of this clause 24.

24.5 The Tenant acknowledges that the Landlord’s obligation to make an offer under this clause is a once off right and if not accepted by the Tenant the provisions of this clause come to an end in relation to the vacant space the subject of the offer for that particular instance of availability and the Landlord may lease to any party on terms in thinks fit.

24.6 This clause 24 only applies whilst Fleetmatics Pty Ltd ACN 140 906 510 is the Tenant in lawful occupation of the Premises.

25. AIR CONDITIONING EQUIPMENT LICENCE

25.1 Definitions

In this clause 25 the following definitions apply:

Balcony means that section of level 4 of the Building indicated on the Premises Plan as “Balcony”.

Equipment means the air-conditioning equipment and two chilled water units which the Tenant intends to install on the Balcony on or around the Commencing Date of the initial term of this Lease. For the avoidance of doubt and to the extent applicable, the Equipment forms part of the Tenant’s Fittings.

Equipment Licensed Area means the areas indicated as “1” and “2” on the Air Conditioning Plan.

25.2 Right to install Equipment

(a) Subject to subclause (b), the Landlord grants to the Tenant a licence to install, operate and maintain the Equipment in the Equipment Licensed Area during the Term at the Tenant’s cost. The Tenant’s covenants under this Lease in respect of the Premises apply, to the extent applicable, to the Equipment Licensed Area for the term of the licence granted pursuant to this clause 25.

(b) Sub-clause (a) only applies if:

(i) the Tenant certifies to the Landlord in writing that the Equipment will not adversely affect the Building and its operation; and

(ii) the Tenant complies with the Landlord’s other reasonable requirements in relation to the installation, operation, insurance and maintenance of the Equipment.

(c) Before commencing any work on the installation of the Equipment, the Tenant must obtain the prior approval of all relevant Authorities to the installation of the Equipment. Clause 7.2 applies in respect of the installation of the Equipment.

25.3 Release and Indemnity

(a) The Tenant releases the Landlord and its servants and agents from liability in respect of any Claim, death or injury caused or contributed to by the installation, operation or removal of the

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Equipment except to the extent that the Claim, death or injury is caused by the default, or negligent act or negligent omission of the Landlord or its servants or agents.

(b) The Tenant indemnifies the Landlord and servants and agents against all Claims for which the Landlord will or may be or become liable whether during or after the Term including any deductible payable by the Landlord pursuant to a Claim under any insurance policy arising out of the installation, operation or removal of the Equipment except to the extent that the Claim is caused by the default, negligent acts or negligent omissions of the Landlord or its servants or agents.

25.4 Repair of Equipment and compliance with approvals

(a) The Tenant must maintain, repair and keep the Equipment in good and substantial repair, order and condition at the Tenant’s expense and must comply with all approvals, consents, licences and permits required for the installation, operation and removal of the Equipment.

(b) The Tenant must keep current maintenance and repair contracts (in accordance with the Landlord’s reasonable requirements) in respect of the Equipment.

25.5 Removal of Equipment

The Tenant:

(a) must at or immediately prior to the expiration or sooner determination of this Lease and without cost to the Landlord, remove the Equipment from the Building and dispose of it in the manner approved by the Landlord;

(b) must make good any damage caused to the Balcony, the Building or the Estate in the removal and disposal of the Equipment; and

(c) has no obligation to account to the Landlord for any proceeds on disposal but must indemnify the Landlord from any liabilities arising out of the removal and disposal of the Equipment.

25.6 Other obligations of the Tenant

(a) The Tenant must ensure that the Equipment does not cause annoyance, nuisance, damage or disturbance to the occupiers or owners of any nearby premises or to the Landlord, or to other users of the Balcony.

(b) If any annoyance, nuisance, damage or disturbance referred in subclause (a) above occurs then the Tenant must comply with the Landlord’s directions in relation to minimising, removing or making good such annoyance, nuisance, damage or disturbance.

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ATTACHMENT 1 Premises Plan

[Schematic Provided]

58

ATTACHMENT 2 Not Used

59

ATTACHMENT 3 Not Used

60

ATTACHMENT 4 Not Used

61

ATTACHMENT 5 Not used

62

ATTACHMENT 6 Trust Provisions

Trust Provisions

The provisions of this ATTACHMENT 6 apply despite anything to the contrary in this Deed.

1. DEFINITIONS

In this ATTACHMENT 6 and this Lease:

Assets includes all assets, property and rights real and personal of any value whatsoever of the Trust.

Constitution means the constitution of the Trust as amended from time to time.

Obligations means all obligations and liabilities of whatever kind undertaken or incurred by, or devolving upon, the Landlord under or in respect of this Lease.

Trust means Goodman Australia Industrial Trust No. 3.

Trustee means the entity from time to time acting in the Trustee’s Capacity which at the date of this Lease is Goodman Funds Management Australia Limited.

Trustee’s Capacity means the capacity in which the Trustee enters into this Lease being as responsible entity of the Trust.

2. OBLIGATIONS

Any Obligation of the Landlord is discharged if it is complied with by either the Landlord or the Trustee.

3. LIMITATION OF LANDLORD’S LIABILITY

3.1 The Landlord enters into this Lease as custodian for the Trust and in no other capacity.

3.2 The parties other than the Landlord acknowledge that the Obligations are incurred by the Landlord solely in its capacity as custodian of the Assets and that the Landlord will cease to have any Obligation under this Lease if the Landlord ceases for any reason to be owner of the Assets.

3.3 The Landlord will not be liable to pay or satisfy any Obligations except to the extent to which it is indemnified or entitled to be indemnified:

(a) by the Trustee; or

(b) out of the Assets in respect of any liability incurred by it.

The obligation of the Trustee to indemnify the Landlord and the right of the Landlord to be indemnified out of the Assets are limited.

3.4 The parties other than the Landlord may enforce their rights against the Landlord arising from non-performance of the Obligations only to the extent of the Landlord indemnities referred to in clause 3.3.

3.5 Subject to clause 3.6, if any party other than the Landlord does not recover all money owing to it arising from non-performance of the Obligations it may not seek to recover the shortfall by:

(a) bringing proceedings against the Landlord in its personal capacity; or

(b) applying to have the Landlord wound up or proving in the winding up of the Landlord.

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3.6 Except in the case of and to the extent of fraud, negligence or breach of duty on the part of the Landlord under its custody agreement with the Trustee, the parties other than the Landlord waive their rights and release the Landlord from any personal liability whatsoever, in respect of any loss or damage:

(a) which they may suffer as a result of any:

(b) breach by the Landlord of any of its Obligations; or

(c) non-performance by the Landlord of the Obligations; and

(d) which cannot be paid or satisfied by the indemnities set out above in clause 3.3 in respect of any liability incurred by it.

3.7 The parties other than the Landlord acknowledge that the whole of this Lease is subject to this clause, and subject to clause 3.6, the Landlord shall in no circumstances be required to satisfy any liability arising under, or for non-performance or breach of any Obligations under or in respect of, this Lease or under or in respect of any other document to which it is expressed to be a party out of any funds, property or assets other than to the extent that this Lease requires satisfaction out of the Assets under the Landlord’s control and in its possession as and when they are available to the Landlord to be applied in exoneration for such liability.

3.8 The parties acknowledge that the Trustee is responsible under the Constitution for performing a variety of obligations relating to the Trust, including under this Lease. The parties agree that no act or omission of the Landlord (including any related failure to satisfy any Obligations) will constitute fraud, negligence or breach of duty of the Landlord for the purposes of clause 3.6 to the extent to which the act or omission was caused or contributed to by any failure of the Trustee or any other person to fulfil its obligations relating to the Trust or by any other act or omission of the Trustee or any other person.

3.9 No attorney, agent or other person appointed in accordance with this Lease has authority to act on behalf of the Landlord in a way which exposes the Landlord to any personal liability and no act or omission of such a person will be considered fraud, negligence or breach of duty of the Landlord for the purposes of clause 3.6.

4. LIMITATION OF TRUSTEE’S LIABILITY

4.1 Capacity

The Trustee’s liability under this Lease is limited to the Trustee’s Capacity and the Trustee is not liable in any other capacity.

4.2 Limitation

Subject to clause 4.4 the liability of the Trustee in respect of any cause of action, claim or loss arising:

(a) under or in connection with this Lease;

(b) in connection with any transaction, conduct or any other agreement contemplated by this Lease; or

(c) under or in connection with (to the extent permitted by law) any representation or undertaking given or to be given in connection with this Lease,

(each, a Trust Claim), is limited to the Assets. The right of the parties other than the Trustee to recover any amount in respect of any (and all) Trust Claims is limited to a right to recover an amount not exceeding the amount which the Trustee is entitled and able to recover from the Assets (after taking account of the costs of exercising its right of indemnity or exoneration) and if, after exercise of those rights, any such amount remains outstanding, no further Trust Claim may be made against the Trustee personally.

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4.3 Acknowledgment of limitations

The parties other than the Trustee agree and acknowledge that they must not, in respect of any Trust Claim:

(a) subject to clause 4.4, bring proceedings against the Trustee in its personal capacity;

(b) seek to appoint an administrator or liquidator to the Trustee;

(c) commence the winding-up, dissolution or administration of the Trustee; or

(d) appoint a receiver, receiver and manager, administrative receiver or similar official to all or any of the assets of the Trustee,

except to the extent that the steps taken affect any Assets or the Trustee’s right of recourse against, and indemnity from, the Assets and nothing else.

4.4 Exception

If the Trustee acts negligently, fraudulently, with wilful misconduct or in breach of trust with a result that:

(a) the Trustee’s right of indemnity, exoneration or recoupment of the Assets; or

(b) the actual amount recoverable by the Trustee in exercise of those rights,

is reduced in whole or in part or does not exist, then to the extent that such right or the amount so recoverable is reduced or does not exist, the Trustee may be personally liable.

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ATTACHMENT 7 Fitout plan

[Schematic Provided]

66

ATTACHMENT 8 Air Conditioning Plan

[Schematic Provided]

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EXECUTED as a Deed

EXECUTION BY THE LANDLORD

I certify that the person(s) signing opposite, with whom I am personally acquainted or as to whose identity I am otherwise satisfied, signed this instrument in my presence.	Certified correct for the purposes of the Real Property Act 1900 by the person(s) named below who signed this instrument pursuant to the Power of Attorney specified.
/s/ Zoe Clare Peers	/s/ Trent Franklin
Signature of Witness	Signature of Attorney
Zoe Clare Peers	Trent Franklin
Name of Witness	Attorney’s Name
Address of Witness L12, 123 Pitt St Sydney	Signing on behalf of THE TRUST COMPANY LIMITED as custodian for the Goodman Australia Industrial Trust No. 3.
	Power of Attorney – Book. 4594 No. 26

EXECUTION BY THE TENANT

Certified correct for the purposes of the Real Property Act 1900 on behalf of the corporation named below by the authorised person(s) whose signature(s) appear(s) below pursuant to the authority specified.	Certified correct for the purposes of the Real Property Act 1900 by the Tenant.
Corporation:
Authority: s127 Corporations Act
/s/ Albert Vasile	/s/ Stephen Lifshatz
Signature of Director/Secretary (delete one)	Signature of Director
Albert Vasile	Stephen Lifshatz
Name of Director/Secretary	Name of Director

68

DATED: December 23, 2014

Incentive Deed

THE TRUST COMPANY LIMITED

ACN 004 027 749 AS CUSTODIAN FOR THE GOODMAN AUSTRALIA INDUSTRIAL TRUST NO. 3

(Landlord)

FLEETMATICS PTY LTD

ACN 140 906 510

(Tenant)

Suite 2, Level 4, Building B, 33-35 Saunders Street, Pyrmont

Makinson d’Apice Lawyers Level 10 135 King Street Sydney NSW 2000 DX:
Tel:
Fax:
Email:
Ref: DX 296 Sydney
02 9233 7788 02 9233 1550 mail@makdap.com.au     141570

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Table of Contents

1.	DEFINITIONS	71
2.	RENT ABATEMENT	72
3.	NOT USED	72
4.	NOT USED	72
5.	FITOUT CONTRIBUTION	72
6.	EARLY ACCESS	73
7.	FURTHER TERM INCENTIVE	73
8.	EXPANSION INCENTIVE	74
9.	ASSIGNMENT	74
	9.1    By the Tenant	74
	9.2    By the Landlord	75
10.	BANK GUARANTEE	75
11.	GOODS AND SERVICES TAX	75
12.	NON DISCLOSURE	76
13.	COSTS	77
14.	NOTICES	77
15.	INVALIDITY	77
16.	JURISDICTION	77
17.	NON-MERGER	77
18.	COUNTERPARTS	77
19.	TERMINATION OF LEASE	78
20.	TRUST PROVISIONS	78

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THIS INCENTIVE DEED is made on                             December 23, 2014

PARTIES

Landlord

THE TRUST COMPANY LIMITED ACN 004 027 749 as custodian for the Goodman Australia Industrial Trust No. 3 c/- Level 17, 60 Castlereagh Street, Sydney, New South Wales (the Landlord)

Tenant

FLEETMATICS PTY LTD ACN 140 906 510 of 35 Saunders Street, Pyrmont NSW 2009 (the Tenant)

INTRODUCTION

A. The Landlord and the Tenant have entered into the Lease.

B. In consideration of the parties entering into the Lease, the Landlord has agreed to grant to the Tenant an incentive on the terms and conditions contained in this Deed.

THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS

1.1 In this Deed unless the contrary intention appears:

Fitout Contribution means the amount of $10,000.00 (exclusive of GST) towards the installation of internal blinds in the Premises.

Lease means the lease between the Landlord and the Tenant of the Premises entered into on or about the date of this Deed.

Premises means the premises described in the Lease, being Suite 2, Level 4, Building B, 33-35 Saunders Street, Pyrmont.

Rent Abatement Amount means the amount of $464,000.00 (exclusive of GST).

Termination Rent (Rent Abatement) is calculated as:

Where the Event of Default occurs in the first year of the Term:

The whole of the Rent Abatement Amount actually allowed to the Tenant (to the date of termination of the Lease).

Termination Payment (Fitout Contribution) is calculated as:

Where the Event of Default occurs in the first year of the Term or before the Term commences:

The whole of the Fitout Contribution actually paid to the Tenant.

1.2 Unless the context requires otherwise, all capitalised terms not defined in this Deed have the same meaning as in the Lease.

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2. RENT ABATEMENT

2.1 Subject to clause 2.2 and despite anything else to the contrary in the Lease, the Landlord grants to the Tenant the Rent Abatement Amount to be used as a credit against the Rent payable by the Tenant under the Lease as follows:

(a) for the Term of the initial Lease – by reducing each monthly instalment of the Rent by $7,733.34;

and on the basis that:

(b) the parties agree that this clause 2 will be ignored when the Rent is being reviewed or varied under the Lease; and

(c) all payments other than the Rent must be paid as required under the Lease during the periods that the Rent is abated under this clause 2.

2.2 Despite clause 2.1, if the Tenant is in default under the Lease during any period in which the Rent is to abate under clause 2.1:

(a) the Landlord may suspend the grant of the Rent abatement under clause 2.1 until the Tenant ceases to be in default under the Lease;

(b) the Tenant must pay the full Rent payable under the Lease during the period of suspension; and

(c) when the Tenant ceases to be in default under the Lease (except where the Lease has been terminated due to an Event of Default), the Landlord will credit the amount of the Rent abatement suspended under clause 2.2(a) to future instalments of Rent payable under the Lease.

2.3 If the Lease is terminated as a result of an Event of Default, the Tenant must pay to the Landlord on the date of termination the Termination Rent (Rent Abatement).

3. NOT USED

4. NOT USED

5. FITOUT CONTRIBUTION

5.1 Subject to clause 5.3, if the Tenant requests in writing, the Landlord will pay up to the amount of the Fitout Contribution towards the cost of Tenant’s installation of internal blinds in the Premises (Fitout Works) is complete, on the terms set out in this clause 5.

5.2 Subject to clause 5.3, the Landlord must pay the Fitout Contribution to the Tenant, or as directed by the Tenant, after the Landlord has inspected the relevant works and is satisfied with them and after the Tenant or the Tenant’s contractor provides to the Landlord an itemised tax invoice for the Tenant’s fitout works which:

(a) shows the nature of the Tenant’s fitout works to which the invoice relates; and

(b) is in a form that enables the Landlord to claim input tax credits for any GST Amount payable with respect to those Tenant’s works.

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5.3 Despite clauses 5.1 and 5.2, if the Tenant is in default under the Lease when the Fitout Contribution (or any instalment of the Fitout Contribution) is required to be paid under clause 5.2:

(a) the Landlord may suspend payment of the Fitout Contribution (or relevant instalment) until the Tenant ceases to be in default under the Lease; and

(b) when the Tenant ceases to be in default under the Lease, except where the Lease has been terminated due to an Event of Default or other event of default on the part of the Tenant, the Landlord will pay to the Tenant the Fitout Contribution (or relevant instalment) suspended under clause 5.3(a).

5.4 If the Lease is terminated as a result of an Event of Default, the Tenant must pay to the Landlord on the date of termination the Termination Payment (Fitout Contribution).

6. EARLY ACCESS

6.1 The Landlord agrees to grant to the Tenant a non-exclusive licence for access to the Premises as soon as practicable after receipt of the executed Lease; the Bank Guarantee referred to in the Lease as well as evidence of insurances pursuant to subclause 5, for the purposes of allowing the Tenant to carry out the Tenant’s fitout works (as approved by the Landlord) and taking occupation and possession on the same terms as the Lease (the necessary changes being made) provided that the Tenant must have completed its fitout works before it commences carrying on business from the Premises.

6.2 The said licence is for a period expiring on the Commencing Date or the date of termination of this document or the Lease but may be suspended or terminated by the Landlord at any time by written notice served on the Tenant if in the Landlord’s absolute opinion the Tenant’s fitout works interfere with or delay the progress of the Landlord’s Works or in exercising its rights under this document.

6.3 The said licence is personal to the Tenant and at the Tenant’s sole risk and is on the same terms as the Lease (the necessary changes being made) but excluding Clause 4 (Rent); Clause 5 (Outgoings); Clause 3.2 (holding over); Clause 13 (assignment) and Clause 11.7 (quiet enjoyment).

6.4 During the term of such licence, the tenant releases the Landlord from and indemnifies the Landlord against any claim due to damage, loss, injury or death caused by or arising from such access or the carrying out of the Tenant’s fitout works, except to the extent that the Landlord causes this by any wilful or negligent act or omission.

6.5 While the Tenant is carrying out its fitout works, the Tenant must have current insurance as follows:

(a) Public liability insurance for $20 million;

(b) Contractor’s all risk insurance to the full value of the fitout works;

(c) An unlimited policy of worker’s compensation insurance.

6.6 If the Tenant has carried out any Tenant’s fitout and this document and the Lease are terminated pursuant to any such right granted in this document, then the Tenant must reinstate the Premises to their condition existing prior to the date of such Tenant’s fitout.

7. FURTHER TERM INCENTIVE

7.1 If the Tenant validly exercises its option for a Further Term of five (5) years commencing on 1 March 2020 pursuant to clause 3.3 of the Lease (the Further Term) the Landlord agrees to provide the Tenant with an incentive in accordance with this clause 7 in respect of that lease (the Further Term Lease).

7.2 When providing to the Tenant the Landlord’s assessment of the current market rent in accordance with clause 4.4(a) of the Lease the Landlord will also provide an assessment of the Landlord’s opinion of the then current market incentive for a sitting tenant, if any, for leases of premises comparable to the Premises and in comparable locations for the length of the Further Term.

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7.3 If the Tenant does not dispute the Landlord’s assessment of the incentive to apply for the Further Term Lease by notice in writing to the Landlord within 15 Business Days of notification (time being of the essence) then the Landlord’s assessment will become the incentive for the Further Term Lease.

7.4 If the Tenant disputes the Landlord’s assessment of the incentive in accordance with clause 7.3 then the current market incentive for the purpose of the Further Term Lease shall be determined by a Valuer in accordance with clause 4.5 of the Lease (with the necessary amendments deemed made to reflect it is a determination of the current market incentive rather than the current market rent).

7.5 The current market incentive once determined will be received by the Tenant as a rental offset in equal monthly instalments over the term of the Further Term Lease and the provisions of clause 2 of this Deed will apply to the supply of the current market incentive.

7.6 The Landlord and the Tenant by way of clarification agree that it is their intention that the Valuer if required to determine the current face market rent under the Lease will also at the same time determine the current market incentive if the Tenant has objected to the Landlord’s assessment of the current market incentive in accordance with clause 7.3 above.

7.7 The Tenant will if required by the Landlord enter into a deed at the same time as entering into the Further Term lease reflecting the provision of the current market incentive in accordance with this clause and which deed shall include the then current limitation clauses of the Landlord.

7.8 For the avoidance of doubt it is agreed that the commencing Rent to be inserted in the Schedule of the Further Term lease shall be the face Rent determined in accordance with the terms of the initial term Lease excluding the current market incentive.

8. EXPANSION INCENTIVE

8.1 If the parties enter into a lease of additional space on level 4 of the Building pursuant to clause 24 of the Lease, the Landlord agrees to provide a contribution to the Tenant, such contribution to be calculated on a pro-rata basis of the Contribution provided under clause 5 of this Deed.

8.2 The Tenant will enter into any deed reasonably required by the Landlord to reflect the contribution provided under this clause. For the avoidance of doubt the contribution provided to the Tenant pursuant to clause 8.1 will be on similar terms as the Contribution provided under clause 5, including the repayment provisions in the event of a default by the Tenant.

9. ASSIGNMENT

9.1 By the Tenant

Where the Landlord has consented to an assignment of the Lease, the Tenant shall have the right to assign the rights of the Tenant under this Deed, to the extent that such rights have not already been enjoyed by the Tenant and to the extent that they have not expired or already been satisfied (as the case may be), to the proposed assignee of the Lease and the Tenant releases the Landlord from any obligations it has toward the Tenant under this Deed for periods after the date of assignment. Before any assignee is entitled to exercise the Tenant’s rights under this Deed, the Tenant and the assignee must execute a deed of assignment in a form approved or required by the Landlord (acting reasonably), under which:

(a) the assignee covenants in favour of the Landlord to comply with the obligations of the Tenant under this Deed on and from the date of the assignment;

(b) the Tenant acknowledges and agrees that it is not released from its obligations under this Deed;

(c) the Landlord covenants to comply with its obligations under this Deed on and from the date of the assignment in favour of the assignee;

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(d) the Tenant releases the Landlord from its obligations to the Tenant under this Deed for periods after the date of the assignment; and

(e) the Tenant, or, in default by the Tenant, the assignee must pay the Landlord reasonable costs and expenses in connection with the deed of assignment.

9.2 By the Landlord

If the Landlord sells or otherwise transfers its interest in the Land or the Premises before the allowance of the whole of the Rent Abatement Amount or the payment in full of the Fitout Contribution, the Landlord must, either (at the Landlord’s election):

(a) together with the Tenant, at the Landlord’s cost, enter into a deed with the purchaser or transferee (New Owner) pursuant to which:

(i) the Tenant acknowledges that the New Owner is entitled to enforce the obligations of the Tenant under this Deed on and from the date of that transfer; and

(ii) the New Owner agrees to be bound by the terms of this Deed on and from the date of the transfer in place of the Landlord; and

(iii) if the New Owner is a custodian, responsible entity or trustee of a trust, the New Owner’s standard limitation of liability provisions are included in Annexure A of this Deed in place of any provisions included in Annexure A; or

(b) pay to the Tenant:

(i) an amount equal to the unexpired portion of the unallocated Rent Abatement Amount, and the Tenant must pay the New Owner the full Rent under the Lease; and

(ii) an amount equal to any unclaimed portion of the Fitout Contribution.

On delivery of the deed under paragraph (a) or payment of the amount under paragraph (b), the Landlord is released from its obligations under this Deed.

10. BANK GUARANTEE

The Tenant acknowledges, agrees and accepts that

(a) the obligations of the Tenant pursuant to this Deed are also secured by any Bank Guarantee or other guarantee or security deposit (collectively Bank Guarantee) provided by the Tenant under the Lease to the intent that the Landlord may exercise its rights pursuant to clause 10 of the Lease as if that clause had been repeated in this Deed and was amended as necessary to apply to this Deed and any default under this Deed; and

(b) if the Tenant does not comply with any obligation under this Deed by the due date for compliance, the Landlord may apply the Bank Guarantee in complete or partial satisfaction of that obligation.

11. GOODS AND SERVICES TAX

11.1 In this clause:

GST means the goods and services tax as imposed by the GST Law including, where relevant, any related interest, penalties, fines or other charge.

GST Amount means, in relation to a Payment, an amount arrived at by multiplying the Payment (or the relevant part of a Payment if only part of a Payment is the consideration for a Taxable Supply) by the appropriate rate of GST prescribed under the GST Law from time to time (being 10% when the

75

GST Law commenced) or any lower rate notified from time to time by the person making the relevant Supply.

GST Law has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999, or, if that Act is not valid or does not exist for any reason, means any Act imposing or relating to the imposition or administration of a goods and services tax in Australia and any regulation made under that Act.

Payment means:

(a) the amount of any monetary consideration (other than a GST Amount payable under clause 11.3(b), and

(b) the GST Exclusive Market Value of any non-monetary consideration,

paid or provided by the Tenant for this Deed or by the Landlord or the Tenant for any other Supply made under or in connection with this Deed and includes any amount payable by way of indemnity, reimbursement, compensation or damages.

11.2 Capitalised expressions which are not defined in clause 11.1 but which have a defined meaning in the GST Law (irrespective of whether they are capitalised in the GST Law) have the meaning given to them under the GST Law.

11.3 The parties agree that:

(a) all Payments have been set or determined without regard to the impact of GST;

(b) if the whole or any part of a Payment is the consideration for a Taxable Supply for which the payee is liable to GST, the GST Amount in respect of the Payment must be paid to the payee as an additional amount, either concurrently with the Payment or as otherwise agreed in writing; and

(c) the payee will provide to the payer a Tax Invoice.

11.4 Despite any other provision of this Deed, if a Payment due under this Deed (including any contribution to Outgoings) is a reimbursement or indemnification by one party of an expense, loss or liability incurred or to be incurred by the other party, the Payment shall exclude any part of the amount to be reimbursed or indemnified for which the other party can claim an Input Tax Credit.

12. NON DISCLOSURE

12.1 The parties must keep the terms of this Deed and all information received from the other party confidential.

12.2 The parties must not make any disclosures in relation to this Deed, unless:

(a) only as is necessary to:

(i) its professional advisers, bankers, financial advisers, auditors, potential or actual financiers, potential or actual investors, potential or actual purchasers or assignees and agents to whom it is reasonably necessary to disclose the information;

(ii) comply with any applicable Law or requirement of any regulatory body (including any relevant stock exchange); or

(iii) any of its employees to whom it is reasonably necessary to disclose the information,

provided that such party is made aware of the confidential nature of this Deed and agrees in writing to be bound by the terms of this clause 12;

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(b) as is necessary to the Landlord’s or Tenant’s contractors or project manager to carry out the Tenant’s fitout works and for invoices for such fitout works to be issued or paid in accordance with clause 5;

(c) the information is generally and publicly available other than as a result of that party’s breach of this clause 12; or

(d) with the written consent of the other party.

12.3 The obligations of the parties under this clause 12 will survive the expiration or termination of this Deed.

13. COSTS

13.1 Each party shall be responsible for their own legal fees with respect to this Deed.

13.2 The Tenant shall pay the costs for the stamping of this Deed (if any).

14. NOTICES

Any notice or other communication required or permitted to be given by this Deed, must be:

(a) in writing;

(b) addressed to the intended recipient at the address shown in the Lease or the address last notified by the intended recipient to the sender;

(c) signed by the sender or an Authorised Officer of it; and

(d) served in the same manner as required by the Lease.

15. INVALIDITY

If any of the provisions of this Deed are invalid or unenforceable the invalidity or unenforceability will not, unless the deletion would substantially alter the intention of the parties hereto expressed or implied, affect the operation construction or interpretation of any provision of this Deed, with the intent that the invalid or unenforceable provisions shall be treated for all purposes as severed from this Deed.

16. JURISDICTION

This Deed is governed by the laws of the state or territory in which the Premises is located. The parties submit to the non-exclusive jurisdiction of the Courts exercising jurisdiction in that state or territory.

17. NON-MERGER

The obligations of the parties under this Deed will survive the expiration or termination of this Deed.

18. COUNTERPARTS

This Deed may be executed in any number of counterparts each of which will be an original, but such counterparts together will constitute one and the same instrument and the date of the Deed will be the date on which it is executed by the last party.

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19. TERMINATION OF LEASE

Despite anything else in this Deed, if the Lease ends for any reason, this Deed will simultaneously and automatically end, and the Landlord and the Tenant will cease to be required to comply with any future obligations under this Deed and the rights of the Landlord and the Tenant will cease to apply, except:

(a) any obligations that were required to be complied with before the date of termination;

(b) the obligations (if any) of the Tenant under clause(s) 2.3 and 5.4;

(c) the rights of the Landlord under clauses 10 and 20; and

(d) the rights and obligations of the parties under clause 12.

20. TRUST PROVISIONS

If the Landlord enters into this Deed as custodian, responsible entity or trustee for a trust, the Landlord enters into this Deed in that capacity only, and the trust provisions set out in Annexure A apply to this Deed.

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EXECUTED as a Deed

SIGNED for THE TRUST COMPANY LIMITED ACN 004 027 749 by its attorney pursuant to Power of Attorney Book. 4594 No. 26 (who states that by executing this document that the attorney has received no notice of revocation of the power of attorney):	) ) ) ) ) ) )
/s/ Zoe Clare Peers		/s/ Trent Franklin
Witness Signature		Attorney Signature
Zoe Clare Peers		Trent Franklin
Print Name		Print Name
EXECUTED by FLEETMATICS PTY LTD pursuant to section 127 of the Corporations Act 2001 in the presence of:	) ) )
/s/ Stephen Lifshatz		/s/ Albert Vasile
Director		Director/Company Secretary
Stephen Lifshatz		Albert Vasile
Print Name		Print Name

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ANNEXURE A 

The provisions of this Annexure A apply despite anything to the contrary in this Deed.

1. DEFINITIONS

In this Annexure A and this Deed:

Assets includes all assets, property and rights real and personal of any value whatsoever of the Trust.

Constitution means the constitution of the Trust as amended from time to time.

Obligations means all obligations and liabilities of whatever kind undertaken or incurred by, or devolving upon, the Landlord under or in respect of this Deed.

Trust has the same meaning as in the Lease.

Trustee has the same meaning as in the Lease.

Trustee’s Capacity has the same meaning as in the Lease.

2. OBLIGATIONS

Any Obligation of the Landlord is discharged if it is complied with by either the Landlord or the Trustee.

3. LIMITATION OF LANDLORD’S LIABILITY

3.1 The Landlord enters into this Deed as custodian for the Trust and in no other capacity.

3.2 The parties other than the Landlord acknowledge that the Obligations are incurred by the Landlord solely in its capacity as custodian of the Assets and that the Landlord will cease to have any Obligation under this Deed if the Landlord ceases for any reason to be owner of the Assets.

3.3 The Landlord will not be liable to pay or satisfy any Obligations except to the extent to which it is indemnified or entitled to be indemnified:

(a) by the Trustee; or

(b) out of the Assets in respect of any liability incurred by it.

The obligation of the Trustee to indemnify the Landlord and the right of the Landlord to be indemnified out of the Assets are limited.

3.4 The parties other than the Landlord may enforce their rights against the Landlord arising from non-performance of the Obligations only to the extent of the Landlord indemnities referred to in clause 3.3.

3.5 Subject to clause 3.6, if any party other than the Landlord does not recover all money owing to it arising from non-performance of the Obligations it may not seek to recover the shortfall by:

(a) bringing proceedings against the Landlord in its personal capacity; or

(b) applying to have the Landlord wound up or proving in the winding up of the Landlord.

3.6 Except in the case of and to the extent of fraud, negligence or breach of duty on the part of the Landlord under its custody agreement with the Trustee, the parties other than the Landlord waive their rights and release the Landlord from any personal liability whatsoever, in respect of any loss or damage:

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(a) which they may suffer as a result of any:

(b) breach by the Landlord of any of its Obligations; or

(c) non-performance by the Landlord of the Obligations; and

(d) which cannot be paid or satisfied by the indemnities set out above in clause 3.3 in respect of any liability incurred by it.

3.7 The parties other than the Landlord acknowledge that the whole of this Deed is subject to this clause, and subject to clause 3.6, the Landlord shall in no circumstances be required to satisfy any liability arising under, or for non performance or breach of any Obligations under or in respect of, this Deed or under or in respect of any other document to which it is expressed to be a party out of any funds, property or assets other than to the extent that this Deed requires satisfaction out of the Assets under the Landlord’s control and in its possession as and when they are available to the Landlord to be applied in exoneration for such liability.

3.8 The parties acknowledge that the Trustee is responsible under the Constitution for performing a variety of obligations relating to the Trust, including under this Deed. The parties agree that no act or omission of the Landlord (including any related failure to satisfy any Obligations) will constitute fraud, negligence or breach of duty of the Landlord for the purposes of clause 3.6 to the extent to which the act or omission was caused or contributed to by any failure of the Trustee or any other person to fulfil its obligations relating to the Trust or by any other act or omission of the Trustee or any other person.

3.9 No attorney, agent or other person appointed in accordance with this Deed has authority to act on behalf of the Landlord in a way which exposes the Landlord to any personal liability and no act or omission of such a person will be considered fraud, negligence or breach of duty of the Landlord for the purposes of clause 3.6.

4. LIMITATION OF TRUSTEE’S LIABILITY

4.1 Capacity

The Trustee’s liability under this Deed is limited to the Trustee’s Capacity and the Trustee is not liable in any other capacity.

4.2 Limitation

Subject to clause 4.4 the liability of the Trustee in respect of any cause of action, claim or loss arising:

(a) under or in connection with this Deed;

(b) in connection with any transaction, conduct or any other agreement contemplated by this Deed; or

(c) under or in connection with (to the extent permitted by law) any representation or undertaking given or to be given in connection with this Deed,

(each, a Trust Claim), is limited to the Assets. The right of the parties other than the Trustee to recover any amount in respect of any (and all) Trust Claims is limited to a right to recover an amount not exceeding the amount which the Trustee is entitled and able to recover from the Assets (after taking account of the costs of exercising its right of indemnity or exoneration) and if, after exercise of those rights, any such amount remains outstanding, no further Trust Claim may be made against the Trustee personally.

4.3 Acknowledgment of limitations

The parties other than the Trustee agree and acknowledge that they must not, in respect of any Trust Claim:

(a) subject to clause 4.4, bring proceedings against the Trustee in its personal capacity;

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(b) seek to appoint an administrator or liquidator to the Trustee;

(c) commence the winding-up, dissolution or administration of the Trustee; or

(d) appoint a receiver, receiver and manager, administrative receiver or similar official to all or any of the assets of the Trustee,

except to the extent that the steps taken affect any Assets or the Trustee’s right of recourse against, and indemnity from, the Assets and nothing else.

4.4 Exception

If the Trustee acts negligently, fraudulently, with wilful misconduct or in breach of trust with a result that:

(a) the Trustee’s right of indemnity, exoneration or recoupment of the Assets; or

(b) the actual amount recoverable by the Trustee in exercise of those rights,

is reduced in whole or in part or does not exist, then to the extent that such right or the amount so recoverable is reduced or does not exist, the Trustee may be personally liable.

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EX-10.2

Exhibit 10.2

OFFICE LEASE

Property Address:	Parkview Building 5821 Fairview Road Suites 401, 402, 403, 407, & 408 Charlotte, North Carolina 28209
Lessor:	Cal-Park View Limited Partnership, a North Carolina Limited Partnership
Lessee:	Fleetmatics USA, LLC
Commencement Date:	As set forth in Section 2, but estimated to be April 1, 2015
Expiration Date:	The last day of the sixty fifth (65th) full month following the Commencement Date

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OFFICE LEASE

THIS LEASE (the “Lease”) is made as of the 9^th day of March 2015, by and between Cal Parkview Limited Partnership, a North Carolina Limited Partnership (“Lessor”), and Fleetmatics USA, LLC (“Lessee”).

1. DESCRIPTION OF PREMISES. Lessor, in consideration of the rents to be paid by Lessee and other covenants of Lessee contained herein, does hereby lease to Lessee the premises described below (the “Premises”):

Suites 401, 402, 403, 407, & 408 (to be combined and known as Suite 401), consisting of 15,407 rentable square feet, located on the fourth (4^th) floor of the building commonly known as The Park View Building 5821 Fairview Road, Charlotte, NC 28209 (the “Building”), as outlined on the attached Exhibit A.

Notwithstanding the foregoing or anything elsewhere contained in this Lease, the parties hereby agree that for all purposes of this Lease, the Premises shall be deemed to contain the amount of rentable square footage, and that Lessee’s Share and all other matters determined by the amount of rentable area contained in the Premises shall be the amount set forth in this Paragraph 1, notwithstanding any deviation therefrom.

2. TERM. The term of this Lease (the “Term”) shall be for a period of Sixty Five (65) months, commencing upon substantial completion of the Tenant Improvements further described in Rider No. 1 Section 1 as validated by issuance of a Certificate of Occupancy by the appropriate local authorities (the “Commencement Date”), with a target date of April 1, 2015 (the “Target Commencement Date”), and ending at midnight on the last day of the sixty fifth (65^th) full month following the Commencement Date (the “Expiration Date”).

3. RENT. Lessee agrees to pay Lessor, without demand, deduction or offset (except as otherwise set forth herein), annual rent for the Term of this Lease in the amount of Two Hundred Eighty Eight Thousand Eight Hundred Eighty One and 25/100 Dollars ($288,881.25) per annum for the first 12 months following the Abatement Period as described in Sections 3 and 4 of the Rider No. 1, payable monthly in advance on the Commencement Date and on the first (1^st) business day of each and every subsequent month in the amount Twenty Four Thousand Seventy Three and 44/100 Dollars ($24,073.44). If the Term of this Lease shall commence or expire on a day other than the first day of a calendar month, the rent for any partial month shall be pro-rated. All rent payments shall be paid to Lessor at its address specified in paragraph 30 below, or such other place as Lessor designates in writing. All monetary obligations owing by Lessee under this Lease shall constitute “rent” for purposes of any unlawful detainer, eviction or similar statute. Rent shall escalate pursuant to Section 4 of Rider No. 1 enclosed herewith.

4. ACCEPTANCE OF PREMISES. Occupancy of the Premises by Lessee shall constitute its acceptance of same, except for latent defects and deficiencies specified in writing by Lessee to Lessor within forty five (45) days after Lessee’s occupancy. Lessee acknowledges that Lessor has not made any warranties or representations, oral or written, as to the use or fitness of the Premises for any particular purpose, except for general office use. Lessor shall deliver the Premises in compliance with all applicable laws, ordinances and regulations with all building systems serving the Premises in good working order and condition. Lessor shall deliver the Premises broom clean and free of all debris and personal property, and free of the rights of any other tenants or occupants. Lessor shall not be responsible for obtaining any governmental

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approvals or permits ( such as business licenses or the like) necessary to enable Lessee to occupy or use the Premises (other than the certificate of occupancy and other approvals related to work done by Lessor to construct the Premises), same being the sole responsibility of Lessee. Lessor shall not be responsible for obtaining any certificates of occupancy or other approvals required in connection with construction work done by Lessee or contractors engaged by Lessee.

5. (a) DELAY IN COMMENCEMENT. If Lessor, due to delay in construction or for any other reason whatsoever, cannot deliver possession of the Premises to Lessee on the Commencement Date, this Lease shall not be void or voidable and Lessor shall not be liable to Lessee for any loss or damage resulting therefrom, but shall confirm in writing the actual Commencement Date and Expiration Date of this Lease in a form substantially similar to Exhibit B. Notwithstanding the foregoing, except for delays caused by Lessee, if the Commencement Date does not occur by April 1, 2016, (the “Outside Delivery Date”), then Lessee may terminate this Lease by written notice to Lessor given no later than ten (10) days after the Outside Delivery Date, whereupon all obligations of the parties hereto shall be null and void and all deposits or other amounts paid by Lessee shall be returned.

(b) EARLY POSSESSION. Lessor shall provide access to Premises approximately thirty (30) days prior to occupancy (the “Early Access Period”) for Lessee’s vendors to install office furniture, fixtures, and equipment (the “FF&E”). Lessee shall have access to the Building and the designated elevators during normal business hours for the delivery of its FF&E. Furthermore, during the Early Access Period, the Premises shall be substantially free and clear of Lessor’s contractors. Lessee shall not be required to pay any rent during the Early Access Period.

6. USE AND COMPLIANCE WITH LAW. The Premises shall be used only for general office purposes, and for no other purpose without Lessor’s prior written consent, which Lessor may grant or withhold in Lessor’s sole and absolute discretion. Lessee shall not use the Premises for any unlawful purpose or so as to constitute a nuisance. Lessee covenants and agrees to comply with all restrictive covenants and ordinances and regulations of governmental authorities applicable to the Premises. Notwithstanding the foregoing, Lessee shall not be required to make any alterations or additions to the structure, roof, exterior and load bearing walls, HVAC, life safety systems, foundation, structural floor slabs and other structural elements of the Building unless the same are (x) required by Lessee’s particular use of the Premises or (y) result from any alterations made by Lessee.

7. SIGNS. Except as contained in Rider 1 Section 2 of this Lease, Lessee shall not, without the prior written consent of Lessor and the architectural review committee having jurisdiction over the Building, place any signs or advertising matter or material on the exterior or interior of the Building. If Lessor approves any signage or advertising matter or material, Lessee shall (unless otherwise directed by Lessor) remove same at the termination or expiration of this Lease and shall restore the affected area of the Premises or Building, as applicable, to the condition in which the same existed prior to Lessee’s placement of said sign.

8. QUIET ENJOYMENT AND COVENANT OF TITLE. Upon payment of the rents herein reserved and performing the terms, conditions, and covenants herein contained, Lessee’s peaceful and quiet enjoyment of the Premises during the full Term of this Lease, and any extension hereof shall not be disturbed by anyone claiming by, through or under Lessor. Lessee’s timely payment and performance of its obligations under this Lease shall be conditions to all of Lessor’s obligations hereunder.

9. LESSOR’S SERVICES. (a) Lessor shall furnish the following services to Lessee at Lessor’s cost on and during each business day (excluding Saturdays, Sundays and legal holidays):

(i) Elevator service (if elevators are in the Building).

(ii) Daily janitorial service and supplies for the Common Areas in the Building and Premises, Monday through Friday.

(iii) Heating and air conditioning during the appropriate seasons at levels similar

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to those maintained in similar Class “B” office buildings in the Charlotte, North Carolina metropolitan area during normal business hours (7:00 a.m. to 6:00 p.m. Monday through Friday and 8:00 a.m. to 1:00 p.m. on Saturday).

(iv) Hot and cold water as required for drinking, cleaning and lavatory purposes.

(v) Electricity supplied through the Building’s 110-volt 20 amp circuits for lighting purposes and for operation of small business machines and equipment (e.g., fax machines, personal computers and similar equipment). If Lessee desires dedicated or 220-volt electrical circuits, or wishes to install electrical equipment which will cause usage of electricity within the Premises to be above normal electrical usage for general office space, Lessee shall obtain Lessor’s written consent prior to installing such equipment or circuits. Any additional electrical circuits approved shall be installed by Lessor at Lessee’s expense (including, without limitation, an administration fee to Lessor (or, at Lessor’s option, its affiliates) in an amount equal to five percent (5%) of the actual cost of such work. Lessor may consider, among other relevant factors, the effects of the electrical load of the Premises upon the Building’s circuits in giving or withholding its consent. Lessor may also require that Lessee pay periodically the additional direct expense of electricity supplied through Lessee’s special circuits or excess electricity usage, including the cost of installing any necessary meters or sub-meters.

(b) Lessor shall not be liable for the interruption of any of the above-mentioned services caused by strikes, lockouts, accidents or other causes beyond the reasonable control of Lessor. Any interruption of service shall never be deemed an eviction or disturbance of Lessee’s use and possession of the Premises or any part thereof, or render Lessor liable to Lessee for damages, or relieve Lessee from performance of Lessee’s obligation under this Lease, unless the interruption is the result of gross negligence by Lessor. Lessor shall use its best efforts to restore the interrupted service within a reasonable time after interruption if the cause of interruption is subject to Lessor’s control. Notwithstanding the foregoing, if (i) any interruption, curtailment, stoppage or suspension is caused by Lessor, its agents, employees or contractors, and (ii) such event prevents Lessee from using the Premises for a period of seven (7) days or more, then rent due shall abate to the extent Lessee is prevented from using the Premises from and after the seventh (7^th) day of such interruption, curtailment, stoppage or suspension until the applicable service is restored.

(c) Lessor shall also provide exterior maintenance of the Building and its appurtenant grounds and facilities (the “Project”), including, but not limited to, parking lot repairs, landscape maintenance, structural repairs and roof repairs and all common areas, so that the Project is maintained in the condition generally expected for the class of building in which the Building existed as of the date of this Lease. References in this Lease to the Project shall be deemed to mean the Project or any portion thereof, as the same exists from time to time, if the context so requires. The depiction of the Project on any exhibit to this Lease (or any other document provided to Lessee) does not constitute a representation, covenant or warranty of any kind by Lessor, and Lessor and/or any owner of all or any part of the Project reserve the right from time to time to change the size, layout and dimensions of the Project or any of the buildings therein, the parking areas, and/or identity and type of use of other tenants. Lessor and/or any owner of all or any portion of the Project shall have the right to convey its ownership of all or any part of the Project to one or more third parties, and thereafter the third party shall have the right to remove such conveyed portion from the definition of “Project” set forth in this Lease.

10. OPERATING EXPENSES: Lessee shall pay to Lessor during the term hereof, in addition to the rent, Lessee’s Share, as hereinafter defined, of all Operating Expenses, as hereinafter defined, in excess of the Base Year, as hereinafter defined, during each calendar year of the Term commencing with calendar year 2016, in accordance with the following provisions:

(a) “Lessee’s Share” is defined, for purposes of this Lease, as the percentage derived by dividing the rentable square footage of the Premises by the total rentable square footage of the Building.

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(b) “Base Year” is defined, for purposes of this Lease, as the actual Operating Expenses incurred during the calendar year 2015.

(c) “Operating Expenses” is defined, for purposes of this Lease, as all costs incurred by Lessor in connection with the Project, including without limitation, the following:

(i) The operation, repair and maintenance, in neat, clean, good order and condition, of the following:

(aa) The Common Areas, including, but not limited to, lobbies, stairways (excluding stairways constructed within any tenant’s space), loading and unloading areas, trash areas, roadways, sidewalks, walkways, driveways, roof, elevators, landscaped areas, striping, bumpers, irrigation systems, lighting facilities, fences and gates and the Meeting Facility (excluding costs directly related to the use thereof by individual tenants of the Building or any other person);

(bb) Trash disposal services;

(cc) Tenant directories;

(dd) Fire detection systems including sprinkler system maintenance and repair;

(ee) Security services;

(ff) Administrative wages and salaries’ and management fees;

(gg) Janitorial service;

(hh) Any other service to be provided by Lessor that is elsewhere in this Lease stated to be an “Operating Expense;”

(ii) Any deductible portion of an insured loss concerning any of the items or matters described in this paragraph;

(iii) The cost of the premiums for all liability, property and loss of rents/business interruption insurance policies maintained by Lessor in connection with the Building;

(iv) The amount of the real property tax to be paid by Lessor, however the base year for determination of real estate taxes shall be 2016;

(v) The cost of all utilities for the Building and land, including, but not limited to, the cost of water and sewer services and power for heating, lighting, air conditioning and ventilating and the cost of maintenance and repair of these systems;

(vi) Any amounts, including, but not limited to, insurance premiums which are paid as assessments to the unit owners’ association of the Condominium to the extent that such amount is in payment of costs otherwise described herein as “Operating Expenses.”

The following items shall be excluded from the definition of Operating Expenses: (i) payments of debt service and any other mortgage charges, brokerage commissions and legal fees and all related expenses incurred by Lessor in connection with the leasing at the Building; (ii) costs of special services rendered to tenants (including Lessee) for which a separate charge is made; (iii) salaries of executives and owners not directly employed in the management or operation of the Building; (iv) the general overhead and administrative expenses of the home office or regional office of Lessor; (v) costs of capital improvements, provided that capital improvements shall be amortized over the useful life of the applicable item(s) based on industry standards and generally accepted accounting principles and such amortized cost shall be included in Operating Expenses; (vi) costs of correcting defects in design and/or construction of the Building, or costs in constructing any additional buildings or improvements; (vii) depreciation; (viii) costs of design, plans, permits, licenses, inspection, utilities, construction and clean-up of tenant improvements to the Premises or the premises of other tenants or other occupants, (ix) the amount of any allowances or credits paid to or granted to tenants or other occupants of any such design or construction; (x) any cost or expenditure (or portion thereof) for which Lessor is reimbursed, whether by insurance proceeds or otherwise; (xi) any increase in the cost of Lessor’s insurance caused by a specific use of another tenant or by Lessor; (xii) attorneys’ fees, costs,

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disbursements, and other expenses incurred in connection with the disputes with existing tenants; (xiii) rent for space which is not actually used by Lessor in connection with the management and operation of the Building; (xiv) all costs or expenses (including fines, penalties and legal fees) incurred due to the violation by Lessor, its employees, agents, contractors or assigns of the terms and conditions of the Lease, or any valid, applicable building code, governmental rule, regulation or law; (xv) any amount paid by Lessor or Lessor’s managing agent to a subsidiary or affiliate of Lessor or Lessor’s managing agent, or to any party as a result of a non-competitive selection process, for management or other services to the Building, or for supplies or other materials, to the extent the cost of such services, supplies, or materials exceed the cost that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Lessor or Lessor’s managing agent on a competitive basis; (xvi) contingency or replacement reserves; (xvii) costs incurred in detoxification or other cleanup of the Property required as the result of hazardous substances therein or thereon.

(e) Lessee’s Share of the increase in Operating Expenses shall be payable by Lessee within thirty (30) days after a reasonably detailed statement of actual expenses is presented to Lessee by Lessor. At Lessor’s option, however, an amount may be estimated by Lessor from time to time of Lessee’s Share of the increase in annual Operating Expenses and the same shall be payable monthly during each twelve-month period of the Lease term, on the same day as the rent is due hereunder. In the event that Lessee pays Lessor’s estimate of Lessee’s Share of Operating Expenses as aforesaid, Lessor shall deliver to Lessee within sixty (60) days after the expiration of each calendar year a reasonably detailed statement showing Lessee’s Share of the increase in the actual Operating Expenses incurred during the preceding year. If Lessee’s payments under this paragraph during said preceding year exceed Lessee’s Share as indicated on said statement, Lessee shall be entitled to credit the amount of such overpayment against Lessee’s Share of the increase in Operating Expenses next falling due (or, if the term of the Lease has ended, Lessor shall promptly refund any such overpayment to Lessee). If Lessee’s payments under this paragraph during said preceding year were less than Lessee’s Share as indicated on said statement, Lessee shall pay to Lessor the amount of the deficiency within thirty (30) days after delivery by Lessor to Lessee of said statement. Failure by Lessor to timely provide any statement shall not constitute a waiver by Lessor of its rights to payments due pursuant to this Paragraph, and the obligations hereunder shall survive the expiration or other termination of this Lease.

(f) If occupancy of the Building during any calendar year during the term of this Lease (including the Base Year) is less than 95%, then the Variable Operating Expenses for the calendar year shall be “grossed up” to that amount of Operating Expenses that, using reasonable projections, would normally be expected to be incurred during the calendar year if the Building was 95% occupied during the entire calendar year. Variable Operating Expenses have a direct proportional relationship to occupancy levels in the Building and will be grossed up based on the average of the occupancy rates during the year in question. Additionally, Lessor shall exclude from calculating Operating Expenses for the Base Year any costs and expenses (i) which Lessor reasonably determines have resulted directly or indirectly from a force majeure event described in Paragraph 50 below and/or from any Operating Expenses which Lessor reasonably determines are non-recurring in nature.

(g) Controllable Operating Expenses, as grossed-up, shall not increase more than four percent (4%) annually on a cumulative basis. Controllable Operating Expenses shall include all Operating Expenses with the exception of utilities, insurance, and snow removal.

(h) Management fees shall not exceed three percent (3%) of the gross collected Rent.

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11. ALTERATIONS BY LESSEE. Lessee shall not make any alterations to the Premises without obtaining Lessor’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed (except that such consent may be granted or withheld in Lessor’s sole and absolute discretion as to any proposed alterations which would affect the Building exterior, structural components or utility, mechanical or life safety systems). Any and all alterations, additions, or other improvements made by Lessee, with or without the consent of Lessor, regardless of how attached (except movable trade fixtures), shall become immediately upon installation and thereafter remain the property of Lessor, without compensation therefor to Lessee, unless otherwise agreed in writing by Lessor; provided, however, Lessor shall have the right, if given to Lessee by written notice at the time Lessor grants its consent to any alteration, to require that Lessee, upon the termination or at the expiration of this Lease, remove any or all such alterations, additions and improvements and restore the Premises to their original condition, normal wear and tear excepted. If Lessee seeks to perform any alteration of the Premises (other than improvements that are decorative in nature, then Lessee shall pay Lessor’s reasonable attorneys’ fees and other costs incurred in connection therewith, plus an administrative fee equal to four percent (4%) of the total hard construction costs of each such alteration. Notwithstanding the foregoing, Lessee may make non-structural alterations to the Premises costing less than Twenty Thousand Dollars ($20,000.00) at any time, provided Lessee has delivered to Lessor written notice of such improvements including a detailed description of Lessee’s plans no less than thirty days prior to the commencement of any such work.

Lessee shall keep the Premises, Building and Project free from any liens arising out of any work performed, materials furnished or obligations incurred by or on behalf of Lessee. Lessor shall have the right to post and keep posted on the Premises any notices that may be provided by law or which Lessor may deem to be proper for the protection of Lessor, the Premises, Building and/or Project from such liens. Lessee shall remove any such lien by bond or otherwise within fifteen (15)) days after notice from Lessor, and if Lessor shall fail to do so, Lessor may, but shall not be obligated to, pay the amount necessary to remove such lien without being responsible for investigating the validity thereof, provided that Lessor shall not make any such payment that Lessee is contesting in good faith and for which Lessee has delivered to Lessor a bond sufficient to indemnify Lessor for such liability. Any amount so paid by Lessor shall be deemed additional rent under this Lease payable within ten (10) days of demand, without limitation as to other remedies available to Lessor under this Lease. Nothing contained in this Lease shall authorize Lessee to do any act which shall subject Lessor title to the Premises, Building or Project to any liens whether claimed by operation of law or express or implied contract. If Lessee desires to contest any claim of lien, it shall within fifteen (15) calendar days after the filing of the lien for record, furnish Lessor with cash security in the amount of one and one half (1 1/2) times the claim of lien, plus estimated costs and interest, or furnish Lessor with a surety bond of a responsible licensed (under the laws of the jurisdiction in which the Project is located) corporate surety in the amount and manner sufficient to release the Project and the Premises from the charge of the lien as contemplated by applicable laws. Nothing contained herein shall prevent Lessor, at the cost and for the account of Lessee, from obtaining and filing, at Lessee’s expense, a bond conditioned upon the discharge of such lien, in the event Lessee fails or refuses to furnish the same within said fifteen (15) calendar day period, in which event Lessee shall reimburse Lessor for the premium on such bond plus Interest.

12. USE OF THE PARKING FACILITIES. Lessee and its employees and customers shall have the non-exclusive right, in common with Lessor, other tenants of the Building and their respective employees, guests and customers, to park automobiles in the parking area provided by Lessor, subject to such reasonable rules and regulations as Lessor may impose from time to time, including the designation of specific areas in which automobiles of Lessee, its employees, guests and customers must be parked. Notwithstanding the foregoing, Lessee shall exclusively be entitled to reserved vehicle parking spaces equal to seven (7) spaces per 1,000 rentable square feet (which

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initially shall be 107 parking spaces), and shall not use more parking spaces then said number. Said reserved spaces shall be located on top parking deck, as per the parking plan made a part of this Lease as Exhibit F. In the event that Lessee exercises its expansion option or the Premises otherwise increases, then Lessee shall be entitled to reserved vehicle parking space equal to four (4) spaces per 1,000 rentable square feet with respect to any expansion premises.

13. SUBLEASING AND ASSIGNMENT. Lessee shall be permitted to assign this Lease or sublet all or any portion of the Premises to any related entity, parent company, subsidiary, or affiliate of Lessee, any entity that directly or indirectly controls, is controlled by or is under common control with Lessee, or to any corporation or other entity that succeeds to all or substantially all of the assets and business of Lessee (each, a “Permitted Assignee”) subject to prior notice to Lessor, but not Lessor’s prior written consent. For all other transfers, Lessee and any approved assignee or approved subtenant may not assign their rights under this Lease or the applicable sublease, or sublet the whole or any part of the Premises, without the prior written consent of Lessor, which consent shall not be unreasonably withheld, conditioned, or delayed. For purposes hereof, if Lessee is a partnership, a withdrawal or change of the managing partner, or partners owning more than a controlling interest in the partnership in one or more transfers, or if Lessee is a corporation, any transfer of a majority of its stock in one or more transfers, or the transfer by the controlling shareholder of so much of its stock that it is no longer the controlling shareholder; or if Lessee is a limited liability company, any transfer of a majority of its membership interest in one or more transfers, or the transfer by the controlling member of so much of its membership interest that it is no longer the controlling member, shall constitute a voluntary assignment and shall be subject to the provisions of this Paragraph 13.

Even if Lessor’s consent is given, no subletting or assignment shall release Lessee from any obligation pursuant to this Lease or alter the primary liability and obligation of Lessee to pay the rent and to perform all other obligations to be performed by Lessee hereunder. Acceptance of rent by Lessor from an assignee or subtenant who has not been approved by Lessor shall not waive the default created by failure to obtain Lessor’s consent. As a condition of approving any proposed assignee or subtenant, Lessor may require such financial and other information concerning the proposed assignee or subtenant that Lessor reasonably deems appropriate. Approval of a proposed sublease or assignment in any one instance shall not affect Lessor’s right to approve all subsequent assignments and subleases. Lessor shall be furnished with a duplicate executed original of all subleases and assignments. If Lessee requests Lessor’s consent of an assignment of Lessee’s interest in this Lease, Lessor may, at its option, elect to terminate this Lease as of the effective date of the proposed assignment.

Notwithstanding anything in this Lease to the contrary, Lessee further agrees that any assignment or sublease shall be subject to the following additional limitations: (i) in no event shall Lessee assign or sublet all or any portion of the Premises to any existing tenant of the Building unless Lessor does not have direct space available that is comparable to Lessee’s sublease space; (ii) in no event shall the proposed subtenant or assignee be a person or entity with whom Lessor or its agent is then negotiating and to or from whom Lessor, or its agent, has given or received any bona fide written or oral proposal within the past six (6) months regarding a lease of space in the Building; and (iii) All public advertisements of the assignment of the lease or sublet of the Premises, or any portion thereof, shall be subject to prior written approval by Lessor, such approval not to be unreasonably withheld or delayed. Said public advertisement shall include, but not be limited to, the placement or display of any signs or lettering on the exterior of the Premises or on the glass or any window or door of the Premises or in the interior of the Premises if it is visible from the exterior.

If Lessor consents to any assignment or subletting of Lessee’s interest in this Lease, as a condition thereto which the parties hereby agree is reasonable, Lessee shall pay to Lessor fifty percent (50%) of any “Transfer Premium,” as that term is defined below, actually received by Lessee from the assignee or sublessee in connection with the Transfer. “Transfer Premium” means

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all rent, additional rent or other consideration payable by such assignee or sublessee in connection with a assignment or subletting in excess of the Rent and Operating Expenses payable by Lessee under this Lease during the term of the applicable assignment or subletting on a per rentable area square foot basis if less than all of the Premises is transferred (unless all or a portion of the subject space is subject to different Rent and Operating Expenses terms, in which case, to the extent applicable, such different terms shall be applicable), after deducting the expenses incurred or to be incurred by Lessee for the following, to the extent commercially reasonable under the circumstances, (collectively, “Transfer Costs”): (i) any changes, alterations and improvements to the Premises (but only if Lessor has provided its consent thereto, to the extent that Lessor’s consent is required under this Lease) in connection with the subject assignment or subletting, (ii) any space planning, architectural or design fees or expenses incurred in marketing such space or in connection with such assignment or subletting, (iii) any customary and market reasonable improvement allowance or other customary and market reasonable monetary concessions provided to the assignee or sublessee, (iv) any brokerage commissions incurred by Lessee in connection with the assignment or subletting, (v) reasonable good faith attorneys’ fees incurred by Lessee in connection with the assignment or subletting (excluding, in all cases, the fees of any “in-house” attorneys), and (vi) any lease takeover costs incurred by Lessee in connection with the assignment or subletting. “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration actually paid by assignee or sublessee to Lessee in connection with such assignment or subletting, and any payment in excess of fair market value for services rendered by Lessee to the assignee or sublessee or for assets, fixtures, inventory, equipment, or furniture transferred by Lessee to assignee or sublessee in connection with such assignment or subletting. The determination of the amount of Lessor’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Lessee under the assignment or subletting. For purposes of calculating the Transfer Premium on a monthly basis, (x) Lessee’s Transfer Costs shall be deemed to be expended by Lessee in equal monthly amounts over the entire term of the subject assignment or subletting (provided, however, at the election of Lessee, in its sole discretion, Lessee may amortize all or any portion of such Transfer Costs over a shorter period or may elect to allocate such Transfer Costs to the earliest portion of the term of such Transfer until such Transfer Costs are exhausted) and (y) the rent paid for the subject space by Lessee shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all cash concessions actually paid in cash to Lessee by Lessor in connection therewith. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis without interest over the relevant term.

In the event of default by any assignee of Lessee or any successor of Lessee in the performance of any of the terms hereof after the expiration of any applicable grace or cure period, Lessor may proceed directly against Lessee without the necessity of exhausting remedies against such assignee or successor. Lessee shall not be entitled to receive monetary damages based upon a claim that Lessor unreasonably withheld its consent to a proposed assignment or subletting, and Lessee’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment.

The original Lessee named in this Lease (and any “affiliate” of said original Lessee) may assign its entire interest under this Lease or sublease all or any part of the Premises to any affiliate or to a successor to all or substantially all of the assets of Lessee by purchase, merger, consolidation or reorganization without the consent of Lessor, provided that all of the following conditions are satisfied: (1). Lessee shall give Lessor at least thirty (30) days’ prior written notice of the proposed purchase, merger, consolidation or reorganization promptly thereafter; and (2) the assignee or subtenant (including, without limitation, any reorganized or surviving Lessee entity) has a net worth equal to the net worth of Lessee as of the date of this Lease (determined in accordance with generally accepted accounting principals, consistently applied). The term “affiliate” means any

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person or entity which is controlled directly or indirectly by Lessee or its parent company, or which entity controls, directly or indirectly, Lessee or its parent company, or which owns or is owned by the affiliate, so long as such transaction was not entered into as a subterfuge to avoid the obligations and restrictions of the Lease, provided the conditions in subparagraphs (1), (2) and (3) above are satisfied. Lessee’s notice to Lessor shall include information and documentation showing that each of the above conditions has been satisfied, as well as copies of documents evidencing the nature of the permitted transfer. If requested by Lessor, Lessee’s successor shall sign a commercially reasonable form of assumption agreement, in the case of an assignment, or a sublease agreement, in the case of a sublease.

If Lessee shall assign this Lease or sublet the Premises or request the consent of Lessor to any assignment, subletting, hypothecation or other action requiring Lessor’s consent hereunder, then Lessee shall pay Lessor’s reasonable attorneys’ fees incurred in connection therewith, but not to exceed $1,500.00 per request.

14. CARE OF PREMISES. Lessee agrees to take good care of the Premises, and shall not suffer or permit any waste or injury thereto. Lessee shall pay for all repairs to the Project necessary due to the acts of Lessee, its employees, agents, customers or guests, or their use of the Project, subject to the waiver of subrogation provisions set forth in Section 19. Upon the expiration or termination of this Lease, Lessee shall surrender the Premises in as good condition as Lessee obtained same on the Commencement Date, reasonable wear and tear and damage by insured (or required to be insured by the terms of this Lease) casualty excepted.

15. DAMAGE TO PREMISES. If the Premises are damaged by fire, earthquake, act of God, the elements or other casualty, within sixty (60) days after such event, Lessor shall notify Lessee of the estimated time (“Lessor’s Casualty Notice”), in Lessor’s reasonable judgment, required for repair or restoration. If such estimated time for repair or restoration is less than one hundred eighty (180) days after the commencement of repairs by Lessor and the cost of repair is covered by insurance maintained by Lessor, Lessor shall forthwith repair or restore the Premises, to the extent of insurance proceeds received on account of such casualty. If the time for repair or restoration is in excess of one hundred eighty (180) days after the date of casualty or the cost of repair is not covered by Lessor’s insurance, Lessor shall elect, in the same notice to Lessee, either (i) to repair or restore the Premises, in which event this Lease shall continue in full force and effect, or (ii) to terminate this Lease, in which event this Lease shall terminate effective as of the date of the casualty. In addition, If the time for repair or restoration is in excess of one hundred eighty (180) days after the date of casualty, the Lessee shall have the right to terminate this Lease by written notice delivered to Lessor within thirty (30) days from the date of Lessor’s Casualty Notice.

Lessor shall also have the right to terminate this Lease if:

(A) The Project, or any portion thereof, shall be damaged so that, in Lessor’s sole but good faith judgment, substantial alteration or reconstruction of the applicable portion of the Project shall be required (whether or not the Premises has been damaged); (ii) Lessor is not permitted by law to rebuild the Project in substantially the same form as existed before the fire or casualty; or (iii) any mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt. Lessor may exercise its right to terminate this Lease by notifying Lessee, in writing, within sixty (60) days after the date of the casualty, in which event this Lease shall terminate effective as of the date of the casualty; or

(B) A casualty to the Premises occurs during the final twelve (12) months of the Term which is estimated by Lessor in good faith to require in excess of thirty (30) days to repair or restore.

If this Lease is terminated pursuant to the provisions of this Paragraph 15, then this Lease and the tenancy hereby created shall cease as of the date of casualty and all rent shall be abated as of such date. If this lease is not terminated pursuant to the provisions of this

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Paragraph 15, then all rent (or the ratable portion thereof if only a portion of the Premises has been damaged) shall be abated as of the date of the casualty until the Premises have been restored to the condition that existed prior to the casualty Lessor shall not be obligated to reconstruct or repair the Building or Premises except to the extent insurance proceeds have been received with respect to the event causing the damage. Lessor shall not be required to repair, replace or insure any alteration made by Lessee or any other property which the Lessee may be entitled to remove from the Premises. No damages, compensation or claims shall be payable by Lessor for inconvenience, loss of business or other consequential damages arising from any casualty, maintenance, repair or restoration of the Premises, Building or Project. All rent paid in advance shall be apportioned in accordance with the foregoing provisions as of the date of damage, however, if the damage results wholly or in part from the fault of Lessee, its agents, contractors, employees or invitees, Lessee shall not be entitled to termination or any abatement or reduction in rent. Notwithstanding the foregoing to the contrary, Lessor shall not be obligated to repair damage or restore the Building or the Premises if Lessor’s lender does not make insurance proceeds available for such purpose and Lessor is unable to obtain alternative financing within six (6) months after Lessor’s receipt of notice that its lender refuses to make the insurance proceeds available, after having made good faith efforts to obtain such alternative financing.

Lessor and Lessee acknowledge that their respective rights and obligations in the event of any damage to or destruction of the Premises or Project are to be governed exclusively by this Lease and waive their respective rights under any statutory provision which grants rights or imposes obligations different from those set forth in this Paragraph 15.

16. LIABILITY AND INSURANCE. Lessor and its agents shall not be liable for any injury to persons resulting from any cause other than the those resulting from the gross negligence or willful misconduct of Lessor, its agents and employees. Lessee shall indemnify, defend (using counsel selected by Lessor and approved by insurer) and save Lessor harmless from all suits, actions, damages, liability and expense arising from or out of any occurrence in, upon, at or from the Project or the occupancy or use by Lessee of the Premises, and which is occasioned wholly or in part by any act or omission of Lessee, its agents, contractors, employees, invitees, licensees or visitors, which obligation shall survive the expiration or earlier termination of this Lease. To this end, Lessee shall at all times during the term of this Lease or any renewal thereof carry with an approved insurance carrier licensed to operate in the state in which the Premises are located, the following forms of insurance:

(a) All Risk insurance (including, without limitation, sprinkler leakage endorsements) upon property of every description and kind owned by Lessor and located in the Building or for which Lessee is legally liable or installed by or on behalf of Lessee, including, without limitation, furniture, fixtures, personal property, any Lessee alternations, in an amount not less than 100% of the full replacement cost thereof, and providing business interruption coverage for a period of one year. All such insurance policies shall name Lessee as named insured thereunder, shall name Lessor, and, at Lessor’s request, Lessor’s “mortgagees”, as loss payees thereunder, all as their respective interests may appear;

(b) Commercial general liability insurance coverage, including personal injury, bodily injury, broad form property damage and contractual liability (covering all of Lessee’s indemnity obligations under this Lease), in amount not less than $1,000,000.00 per occurrence, $2,000,000.00 aggregate. All such insurance policies shall name Lessee as named insured thereunder and shall name Lessor and Lessor’s managing agent and mortgagees as additional insureds thereunder;

(c) Workers’ Compensation and Employer’s Liability Insurance in form and amounts not less than that required by applicable law, but in no event will the coverage provided under Lessee’s Employer’s Liability Insurance be less than $1,000,000 or such other amount as

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Lessor may be reasonably require;

(d) All vendors, movers and contractors engaged by or on behalf of Lessee to perform work in or about the Premises shall deliver proof of insurance to Lessor before said person or entity will be permitted to commence work, which insurance must name Lessor as an additional insured thereunder and be otherwise acceptable to Lessor;

(e) Any other form or forms of insurance, with coverage in such amounts, as Lessor may reasonably require from time to time to the extent customarily required by landlords of similar buildings in the Charlotte, North Carolina metropolitan area.

All policies shall be written in a form reasonably satisfactory to Lessor and shall be taken out with insurance companies admitted in the State in which the Project is located holding a General Policyholders Rating of “A-” and a Financial Rating of VII or better, as set forth in the most current issue of Best’s Insurance Reports. Prior to the date Lessee takes possession of any part of the Premises, Lessee shall deliver to Lessor copies of policies or certificates evidencing the existence of the amounts and forms of coverage required hereunder, and said certificates shall provide that no such policy shall be cancelable except after thirty (30) days’ prior written notice to Lessor and any additional insureds or loss payees thereunder. Lessee shall, within ten (10) days prior to the expiration of such policies, furnish Lessor with renewals or binders thereof, or if Lessee fails to do so, Lessor may order such insurance and charge the cost thereof shall be due from Lessee to Lessor upon demand as additional rent. All insurance maintained by Lessee with respect to the Premises or Project (whether or not required under this Lease) shall be written as primary coverage and non contributing with respect to any insurance maintained by Lessor.

Lessee shall notify Lessor promptly of any accident or loss in the Premises or the Project or of any defects therein or in the equipment and fixtures thereof of which Lessee has knowledge.

17. INSPECTION OF PREMISES. Lessor and Lessor’s agents shall have free access (upon reasonable prior notice to Lessee, except in cases of emergency) during normal business hours to the Premises for the purposes of inspection, maintenance and repair. Lessor shall have the right to show the Premises to prospective tenants during the last one hundred eighty (180) days of the Term of this Lease.

18. HAZARDOUS MATERIALS. (a) Without Lessor’s prior written consent, Lessee shall not cause or permit any Hazardous Material to be brought upon, kept or used in or about the Premises by Lessee, its agents, employees, contractors or invitees, except for small quantities of such Hazardous Material incidental to Lessee’s business.

(b) Any Hazardous Material permitted on the Premises as provided in Section 18(a) and all containers therefor, shall be used, kept, stored and disposed of in a manner that complies with all federal, state and local laws or regulations applicable to this Hazardous Material.

(c) Lessee shall not discharge, leak or emit, or permit to be discharged, leaked or emitted, any material into the atmosphere, ground, sewer system or any body of water, if that material (as is reasonably determined by the Lessor or any governmental authority) does or may pollute or contaminate the same or may adversely affect (aa) the health, welfare or safety of persons, whether located on the Premises or elsewhere, or (bb) the condition, use or enjoyment of the building or any other real or personal property and which would result in a violation of applicable environmental laws.

(d) At the commencement of each Lease year, Lessee shall disclose to Lessor the names and approximate amounts of all Hazardous Material that Lessee intends to store, use or dispose of on the Premises in the coming Lease year. In addition, at the commencement of each Lease year (beginning with the second Lease year), Lessee shall disclose to Lessor the names and amounts of all Hazardous Material that to Lessee’s knowledge were actually used, stored or disposed of on the Premises, if those materials were not previously identified to Lessor at the commencement of the previous Lease years.

(e) As used herein, the term “Hazardous Material” means (aa) any “hazardous waste”

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as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time, and regulations promulgated thereunder; (bb) any “hazardous substance” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, and regulations promulgated thereunder; (cc) any oil, petroleum products and their by-products, other than those used in automotive or recreational activity, boats or motorcycles which are stored on the Premises in accordance with all applicable laws and minor leakage and spills which are, upon written request of Lessor, promptly cleaned up; and (dd) any substance that is or becomes regulated by any federal, state, or local governmental authority.

(f) Lessee hereby agrees that it shall be fully liable for all costs and expenses related to the use, storage and disposal of Hazardous Material kept on the Premises by the Lessee, and the Lessee shall give immediate notice to the Lessor of any violation or potential violation of the provisions of Section 18(b). Lessee shall defend, indemnify and hold harmless Lessor and its agents from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including without limitation, reasonable attorneys’ and consultants’ fees, court costs and litigation expenses) of whatever kind or nature, known or unknown, contingent or otherwise, arising out of or in any way related to (aa) the presence, disposal, release or threatened release of any such Hazardous Material that is on, from or affecting the soil, water, vegetation, buildings, personal property, persons, animals or otherwise which is caused by the actions or Lessee, its agents or employees; (bb) any violation of any laws applicable thereto by Lessee, its agents or employees. The provisions of this Section 18(f) shall be in addition to any other obligations and liabilities Lessee may have to Lessor at law or in equity and shall survive the transactions contemplated herein and shall survive the expiration or earlier termination of this Lease.

19. INDEMNIFICATION. Lessee (and each of its assignees and/or subtenants) shall indemnify, defend (using counsel selected by Lessor) and hold Lessor and Lessor’s officers, directors, principals, agents and employees harmless from any and all claims, damages, liabilities or expenses arising out of (aa) Lessee’s use of the Premises, (bb) any and all claims arising from any breach or default in the performance of any obligation of Lessee and/or (cc) any act, omission or negligence of Lessee, its agents or employees, which obligation shall survive the expiration or earlier termination of this Lease. Lessee agrees to procure and keep in force during the Term hereof a contractual liability endorsement to its public liability policy, specifically endorsed to cover the indemnity provision of this section.

Notwithstanding anything to the contrary contained in this Lease, under no circumstances whatsoever shall Lessor or its officers, directors, principals, agents or employees be liable for consequential or punitive damages or damage to Lessee’s business or loss of income therefrom. Additionally, neither Lessor nor its officers, directors, principals, agents or employees be liable for any damage to or loss of Lessee’s personal property, inventory, fixtures or improvements, from any cause whatsoever, including without limitation, damage caused by water, snow, windstorm, tornado, gas, steam, electrical wiring, sprinkler system plumbing, heating and air conditioning apparatus and from any acts or omissions of co-tenants or other occupants of the Building, unless due to the gross negligence or willful misconduct of Lessor, its agents or employees. To this end, Lessee shall maintain “all-risk” insurance as required in paragraph 16 above. Lessor shall maintain during the term of this Lease “all risk” insurance for full replacement cost of the Building. All policies of insurance required to be maintained by Lessee and Lessor under this Lease shall include a clause or endorsement denying the insurer any rights of subrogation against the other party to the extent rights have been waived by the insured before the occurrence of injury or loss. Additionally, Lessee and Lessor each hereby waive and shall cause its insurance carriers to waive any and all rights of recovery, claim, action or causes of action against the other party and their officer, directors, principals, agents and employees for any loss or damage that may occur to the other party or any party claiming by, through or under Lessee and Lessor (as the case may be) with respect to

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Lessee’s or Lessor’s property, the Building, the Premises, any additions or improvements to the Building or Premises, or any contents thereof, including all rights of recovery, claims, actions or causes of action arising out of the negligence or gross negligence of Lessor or Lessee (as the case may be) or any parties related to Lessor or Lessee (as the case may be).

20. RULES AND REGULATIONS. Lessee shall during the Term of this Lease, at its sole cost and expense, comply with all laws, ordinances, regulations, orders and requirements of any governmental authority which may be applicable to the Premises or to the use, manner of use or occupancy thereof, whether or not the same shall interfere with the use or occupancy of the Premises. Notwithstanding the foregoing, Lessee shall not be required to make any alterations or additions to the structure, roof, exterior and load bearing walls, HVAC, life safety systems, foundation, structural floor slabs and other structural elements of the Building unless the same are (x) required by Lessee’s particular use of the Premises or (y) result from any alterations made by Lessee. Lessee shall give prompt notice to Lessor of any notice it receives of the violation of any law or requirement of any public authority with respect to the Premises or use or occupation thereof. The rules and regulations attached to this Lease as Exhibit C shall be and are hereby made a part of this Lease. Lessee, its employees, customers and guests shall perform and abide by such rules and regulations, and any reasonable amendments or additions to such rules and regulations as may be made from time to time by Lessor. Lessor agrees to enforce the rules and regulations against all tenants of the Building in a non-discriminatory manner.

Notwithstanding the foregoing, Lessee may contest in good faith, at its own expense contest (a “Contest”) the validity or application of any laws, ordinances, regulations, orders and requirements of any governmental authority which may be applicable to the Premise for which it is responsible hereunder (a “Contested Matter”); provided that Lessee prosecutes any such Contest with reasonable diligence and continuity and in strict conformity with the provisions of this Paragraph 20. Lessee shall give Lessor reasonable prior notice of any Contest and monthly written reports on its status. If necessary to preserve Lessee’s right to Contest, Lessee may defer compliance with a Contested Matter so long as Lessee prosecutes such Contest in compliance with this paragraph. If at any time in Lessor’s reasonable judgment payment or performance of a Contested Matter becomes necessary to prevent a material adverse effect on Lessor or the Project (or any portion thereof, including without limitation, the Premises), then Lessee shall pay or perform such Contested Matter in time to prevent such material adverse effect. If (a) the amount at issue in any individual Contested Matter exceeds an amount equal to two months’ then current base rent (or four months’ then current base rent in the aggregate with respect to all Contested Matters), and (b) Lessor so requires, then before Lessee commences such Contest, and at all times while such Contest continues, Lessee shall (as a condition to Lessee’s right to commence and continue such Contest) deliver to Lessor and maintain in full force and effect a surety bond, letter of credit, or other security reasonably satisfactory to Lessor, to indemnify Lessor against the Contest. Such security shall equal one hundred fifty percent (150%) of the full incremental payment that Lessee would be required to make if the Contest failed, including any additional interest, charge, penalty, or expense arising from, or to be incurred as a result of, such Contest.

21. CONDEMNATION. If all or a part of the Premises sufficient to render same unusable for Lessee’s purposes (in Lessor’s reasonable judgment) or all means of access to the Premises shall be condemned for a period in excess of one hundred eighty (180) days or sold under threat of condemnation, this Lease shall terminate and Lessee shall have no claim against Lessor or to any portion of the award in condemnation for the value of any unexpired Term of this Lease. In the event of the taking of a material portion of the Project (whether or not the Premises is affected thereby), Lessor shall have the right to terminate this Lease by notice to Lessee within 30 days following such Taking. In the event of any such taking, Lessor shall be entitled to any and all compensation, damages, income, rent, awards, or any interest therein whatsoever which may be

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paid or made in connection therewith, and Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease or otherwise; provided, however, that Lessee may seek to recover independently compensation from the condemning authority for moving expenses, the value of any of Lessee’s property taken (other than Lessee’s leasehold interest in the Premises) or other compensable loss or damage (but only if such independent claim does not reduce the compensation available to Lessor). In the event of a temporary taking of one hundred eighty (180) days or less, this Lease shall not terminate, and the rent shall abate in proportion to the area taken for the period of such taking. Lessor and Lessee acknowledge that their respective rights and obligations in the event of any condemnation or similar proceeding are to be governed exclusively by this Lease and waive their respective rights under any statutory provision which grants rights or imposes obligations different from those set forth in this Paragraph 21.

22. DEFAULT AND REMEDIES. (a) Failure of Lessee to pay when due any installment of rent or any other sum hereunder required to be paid by Lessee upon five (5) business days written notice from Lessor (provided, however, that no written notice shall be required if Lessor has previously given written notice of failure to pay rent during the then current calendar year); or if Lessee has breached any of its obligations in this Lease (other than the payment of Rent) and Lessee fails to remedy such breach within thirty (30) days (or such shorter period as may be provided in this Lease), or if such breach cannot reasonably be remedied within thirty (30) days (or such shorter period), then if Lessee fails to immediately commence to remedy and thereafter proceed diligently to remedy such breach, in each case after notice in writing from Lessor or if Lessee should become bankrupt or insolvent or any debtor proceedings are taken by or against Lessee, or if Lessee abandons the Premises, then Lessor shall have the following rights and remedies:

(i) Lessor may terminate this Lease by written notice to Lessee, in which event this Lease, all rights of Lessee, and all duties of Lessor shall immediately cease and terminate, and Lessor may re-enter and take possession of the Premises, remove all persons and property from the Premises and store such property in a public warehouse or elsewhere at the cost of, and for the account of, Lessee and enjoy the Premises free of Lessee’s estate pursuant to this Lease, without prejudice, however, to any and all rights of action against Lessee that Lessor may have for rent, damages, or breach of this Lease, in respect of which Lessee shall remain and continue liable notwithstanding such termination;

(ii) Lessor shall have the right to re-enter the Premises and remove all persons and property from the Premises and store such property in a public warehouse or elsewhere at the cost of, and for the account of Lessee, without terminating this Lease. Lessor shall have the right to take such action without service of notice except as may be expressly required herein or by applicable law and without resort to legal process (unless required by law) and without being deemed guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby. If Lessor elects to re-enter the Premises as aforesaid, Lessor may, at any time thereafter, elect to terminate this Lease by giving written notice to Lessee of such election. Whether or not Lessor elects to re-enter the Premises or takes possession of the Premises pursuant to legal proceedings or pursuant to any notice required by law, Lessor may, at its option, re-let the Premises or any portion thereof for the benefit of Lessee for such Term or Terms (whether shorter or longer than the Term of this Lease) and at such rental and upon such other Terms and conditions as Lessor, in its sole discretion, deems advisable, and, at the expense of Lessee, Lessor shall have the right to make such repairs or alterations to the Premises as Lessor deems necessary in order to re-let same. Provided this Lease has not been terminated by Lessor, upon each such re-letting all rentals actually received by Lessor from such re-letting applicable to the unexpired Term of this Lease shall be applied as follows: First, to the payment of any costs and expenses of such re-letting, including costs incurred by Lessor for brokerage fees, reasonable legal fees and alterations and repairs to the Premises; Second, to the payment of any indebtedness other than rent due

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hereunder from Lessee; Third, to Lessee’s repair obligations, including without limitation, the obligation to restore the Premises to the condition required under this Lease; Fourth, to compensate Lessor for any loss or damage which Lessor may suffer thereby; and Fifth, to the payment of any rent or other sum in default. On the scheduled expiration date of this Lease, Lessor shall pay the residue, if any, to Lessee. No such re-entry or taking of possession of the Premises by Lessor shall be construed or shall operate as an election by Lessor to terminate this Lease unless written notice of termination is given by Lessor to Lessee, or this Lease is terminated by an order or decree of a court of competent jurisdiction. Lessor agrees to use commercially reasonable efforts to mitigate its damages resulting from Lessee’s default hereunder.

(iii) All rent (annual rent and all payment of additional rent reasonably ascertainable) for the remainder of the then current Term shall become due and payable, at the option of Lessor; or,

(iv) Lessor may lock up the Premises and preclude Lessee’s access thereto, but only if allowed by applicable law;

(b) In addition to all remedies specified in this Lease, Lessor shall have all remedies available pursuant to applicable law. Notwithstanding anything contained herein to the contrary, Lessee shall not be liable for any of Lessor’s indirect or consequential damages resulting from Lessee’s default hereunder.

(c) No re-entry, taking possession of, or repair of the Premises by Lessor, termination of this Lease or any other action taken by Lessor as a result of any default of Lessee shall relieve Lessee of any of its liabilities or obligations hereunder which arose prior to or by reason of such termination, whether or not the Premises are re-let.

(d) All remedies of Lessor shall be cumulative. Election by Lessor to exercise any remedy shall not prevent or be deemed a waiver of Lessor’s right to thereafter exercise any other remedy.

(e) The prevailing party agrees to pay upon demand all costs, fees and expenses (including, without limitation, court costs and reasonable attorney’s fees) incurred by the other party in enforcing this Lease.

23. HOLDING OVER. If Lessee remains in possession of the Premises after the expiration or termination of the Term of this Lease without Lessor’s written consent, such possession shall be a tenancy at sufferance only, during which tenancy at sufferance annual rent shall be due and payable at 150% of the annual rent due for the last Term. All other provisions of this Lease shall remain in force during the period of any such tenancy at sufferance. Acceptance of rent by Lessor during any holdover tenancy at sufferance shall not waive the default created by Lessee’s holdover.

Notwithstanding anything to the contrary contained above, provided Lessee provides Lessor with at least ninety (90) days prior written notice, the rate specified above for holding over shall be adjusted to 125% for the first thirty (30) day period. Thereafter, holdover rent shall be equal to 150% of the Rent in effect during the last month of the previous Term with all other terms being unaffected, except Lessee will be liable only for direct damages associated with any holdover. In no event shall Lessee be liable for consequential damages.

24. SURRENDER OF PREMISES. Lessee shall surrender the Premises at the expiration or sooner termination of the Lease Term, broom-cleaned, with all personal property, fixtures and equipment (which Lessee is permitted to remove pursuant to this Lease) and rubbish removed, free of subtenancies, and in good condition and repair, reasonable wear and tear and damage by insured (or required to be insured by the terms of this Lease) casualty excepted. Unless otherwise instructed by Lessor in writing, Lessee shall, at Lessee’s sole cost and expense, remove all telecommunication cabling and wires from the Premises. Lessee shall deliver all keys to Lessor or Lessor’s agent. Lessee’s failure to surrender the Premises in the condition required under this Lease as and when required shall constitute a holdover pursuant to paragraph 23 above. The

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provisions of this Clause shall survive the expiration or sooner termination of the Lease. Notwithstanding the language above, except to the extent required by Lessor in accordance with Section 11 of this Lease, Lessee shall not be required to remove any improvements, fixtures, or cabling from the Premises upon the surrender thereof.

25. INFORMATION CONCERNING LESSEE. Lessee shall furnish within fifteen (15) days after request from Lessor no more than annually such current information concerning the financial condition of Lessee as Lessor may reasonably require. Such financial information shall include (but is not necessarily limited to) a financial statement dated not more than twelve (12) months prior to Lessor’s request. Such financial statement shall be prepared in accordance with generally accepted accounting principles and certified by a certified public accountant. A general partner or officer of Lessee shall furnish a certification to Lessor to the effect that there either has or has not been any material adverse change in the financial condition of Lessee since the date of the financial statement submitted, and if such certification states that there has been a material adverse change, furnishing such details concerning same as Lessor may request. Lessor agrees to keep all such financial information provided by Lessee confidential.

26. AUTHORITY OF LESSEE. Lessee shall furnish to Lessor within fifteen (15) days after request from Lessor such corporate resolutions, certificates of incumbency, or partnership resolutions as Lessor may reasonably request in order to confirm that the execution and delivery of this Lease has been duly authorized by Lessee and that the person(s) executing this Lease on behalf of Lessee were duly authorized to do so. All such corporate or partnership resolutions, or certificates shall be certified as being duly adopted and/or in full force and effect, without amendment, by an appropriate officer or partner of Lessee.

27. SECURITY DEPOSIT. Lessee shall deposit with Lessor upon Lessee’s execution of the Lease and thereafter maintain with Lessor the sum of N/A ($0.00), which shall be held by Lessor, without interest to Lessee, as security for the full and faithful performance by Lessee of Lessee’s obligations pursuant to this Lease. If Lessee fails to pay any amount, which Lessee is obligated to pay pursuant to this Lease, Lessor may, at its option (but Lessor shall not be obligated to), apply any portion of such security fund to the amount owed by Lessee. Any such application by Lessor shall not waive the default created by Lessee’s failure to pay. If any portion of the security deposit is so applied by Lessor, Lessee shall, within ten (10) days after demand from Lessor, restore the security deposit held by Lessor to its original amount. The security deposit, less amounts properly charged against same, shall be refunded to Lessee within thirty (30) days after Lessee has paid all amounts owed and performed all of its obligations pursuant to this Lease. Lessor shall not be required to keep the security deposit separate from its general accounts, nor is any trust relationship created herein between Lessor and Lessee with respect to the security deposit.

28. SUBORDINATION. This Lease is subject and subordinate to all security liens, mortgages, deeds of trust and related financing instruments which may now or hereafter affect the Premises or the Project, and to all renewals, modifications, consolidations, replacement, amendments and extensions thereof, unless Lessor or any lender secured by a mortgage, deed of trust or similar security instrument elects to make this Lease superior to same, which it may do at its option. Within ten (10) business days after request, Lessee shall execute and deliver in recordable form any certificate, subordination agreement, priority agreement or other form of instrument in confirmation of such subordinate or superior status that Lessor may reasonably request. Lessee hereby irrevocably appoints Lessor its attorney in fact to execute and deliver any such instrument on behalf of Lessee, if Lessee fails or refuses to execute or deliver same as required hereby. Lessee shall also execute within ten (10) business days after request an agreement with any lender pursuant to which Lessee agrees to give such lender notice of any default by Lessor pursuant to this Lease, agrees to accept performance by such lender of appropriate curative action, and agrees

17

to give such lender a minimum period of sixty (60) days after Lessee’s notice to such lender for the lender to cure Lessor’s default prior to Lessee terminating this Lease due to Lessor’s default. Lessee hereby irrevocably appoints Lessor its attorney in fact to execute and deliver any such instruments on behalf of Lessee, if Lessee fails or refuses to execute or deliver same as required hereby.

29. ESTOPPEL STATEMENT. Within ten (10) business days after request therefor by Lessor, Lessee agrees to execute and deliver a certificate prepared by Lessor to any proposed mortgagee or purchaser of the Premises or to Lessor certifying (if such is the case) that this Lease is in full force and effect, that there are no defense or offsets thereto, or stating those claimed by Lessee, and such other facts related to this Lease, the Premises or Lessee as Lessor may reasonably request. If Lessee does not execute and return such certificate as required above, and fails to cure such failure within three business days after notice, Lessee hereby irrevocably appoints Lessor as its attorney in fact to execute such certificate on behalf of Lessee.

30. NOTICES. Any notices required pursuant to this Lease shall be in writing. Addresses to which notices shall be sent are as follows:

TO LESSEE:	Fleetmatics USA, LLC 1100 Winter Street Waltham, MA 02451 Attn: Sharon Levine, Esq.
TO LESSOR:	Cal Parkview Limited Partnership 10866 Wilshire Blvd., 11th Floor Los Angeles, CA 90024 Attention: Todd Okum
TO MANAGING AGENT:	PICOA, Inc. 10866 Wilshire Blvd., 11th Floor Los Angeles, CA 90024 Attention: Todd Okum

Either party may at any time designate by written notice to the other a change of address for notices. All notices, demands and requests which are addressed as provided above and are (i) deposited in the United States mail, registered or certified, postage prepaid, return receipt requested, or (ii) accepted for overnight delivery by a reputable overnight delivery provider, delivery charges prepaid or with delivery not conditioned upon payment of charges, shall be deemed to have been given for all purposes hereunder at the time such notice, demand or request shall be deposited in the United States mail or accepted for delivery by the applicable overnight delivery service.

31. PAST DUE RENTS. Lessee recognizes and acknowledges that if rent payments are not received when due, Lessor will suffer damages and additional expense thereby and Lessee therefore agrees that a late charge equal to ten percent (10%) of the late rent may be assessed by Lessor as additional rental if Lessor has not received, within three (3) business days from the due date, any monthly installment of annual rent or other rent or additional rent due pursuant to this Lease. If any check given in payment of rent is not honored when due, Lessor may require that subsequent rent payments be made by certified or cashier’s check. All rent and other sums of whatever nature owed by Lessee to Lessor under this Lease that remain unpaid three (3) days after

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its due date shall bear interest at the rate of twelve percent (12%) per annum (or, if lower, the highest lawful rate) from the date due until paid.

32. BUILDING NAME. Lessor reserves the right to change at any time the name, address or designation of the Building without any liability to Lessee, provided that Lessor shall give Lessee ninety (90) day prior notice.

33. RIGHT TO RELOCATE. Omitted in its entirely.

34. Intentionally Deleted.

35. [Intentionally Deleted].

36. TAXES ATTRIBUTABLE TO LESSEE’S IMPROVEMENTS. If an increase in real estate taxes assessed on the Building is caused by Lessee’s improvements made after the Commencement Date or fixtures in the Premises, Lessee shall pay as additional rent and within ten (10) days after demand therefor from Lessor all of such real estate taxes attributable to such improvements or fixtures.

37. OVERTIME HVAC. If heating and air conditioning is required after normal business hours, Lessee agrees to reimburse Lessor at a rate of $30.00 per hour per rooftop unit for the overtime usage. Lessee shall reimburse Lessor within thirty (30) days after request. In the event of a rate increase through the utility company, such rate per hour shall be subject to increase. Lessor shall provide thirty (30) days notice of such increase.

38. DEFINITION OF LEASE YEAR. The first Lease year is the period beginning on the Commencement Date and ending one (1) year after the last day of the month preceding the month in which the Commencement Date occurs. The second Lease year shall begin on the day after the end of the first Lease year, and shall end one (1) year after the end of the first Lease year. The third and subsequent Lease years shall begin and end on the appropriate anniversary dates of the beginning and ending dates of the second Lease year.

39. SUCCESSOR AND ASSIGNS. This Lease shall bind and inure to the benefits of the successors, assigns, heirs, executors, administrators and legal representatives of the parties hereto. This provision shall not give Lessee by implication any right to assign its rights or interest pursuant to this Lease. The provisions of paragraph 13 above govern Lessee’s right to assign and sublet.

40. RELATIONSHIP OF LESSOR AND LESSEE. It is expressly understood and agreed that Lessor shall not be construed as or held to be a partner, joint venturer or associate of Lessee, it being expressly understood and agreed that the relationship between the parties hereto is and shall at all times remain that of landlord and tenant.

41. LIMITATION OF LESSOR’S OBLIGATION. The obligations of Lessor hereunder shall be binding only upon its interest in the Project (including the rents, profits and proceeds therefrom), and not upon any other assets of Lessor or any partner of Lessor personally. Lessee agrees to look solely to the equity of Lessor in the Project for the satisfaction of any remedies of Lessee or judgment obtained by Lessee as a result of a breach by Lessor of this Lease. Without limiting the foregoing, Lessee and all of its successors and assigns agree that the obligations of Lessor under this Lease do not constitute personal obligations of the individual partners, whether general or limited, members, directors, officers or shareholders of Lessor, and Lessee shall not seek recourse against the individual partners, directors, officers or shareholders of Lessor or any of their personal assets for satisfaction of any liability with respect to this Lease. Such exculpation of liability shall be absolute and without any exception whatsoever. In the event the original Lessor hereunder, or any successor owner of the Project, shall sell or convey the Project, all liabilities and obligations on the part of the original Lessor, or such successor owner, under this Lease accruing thereafter shall terminate, and thereupon all such liabilities and obligations shall be binding upon the new owner. Lessee agrees to attorn to such new owner.

42. PERFORMANCE BY LESSOR AND LESSEE. If Lessee fails to perform any of its obligations hereunder, Lessor may, at its option after at least five (5) days prior notice, except for

19

emergencies (but shall be under no obligation to do so), perform the obligation of Lessee which Lessee has failed to perform. Any amounts advanced in so performing obligations of Lessee shall bear interest at the rate of eighteen percent (18%) per annum (or, if lower, the highest lawful rate) from the date expended until repaid, shall be due and payable within five (5) days of demand, and failure to pay within such time shall constitute an independent event of default hereunder. Payment or performance by Lessor of the obligations of Lessee shall not waive or cure any breach occasioned by Lessee’s failure or refusal to pay or perform same. Time is of the essence with respect to the performance by Lessee of all of its obligations under this Lease.

43. WAIVER. Delay in asserting or prosecuting any right, claim or cause of action accruing hereunder is not and shall not be deemed to be a waiver of, and shall not prejudice the same, or any other right, claim or cause of action accruing hereunder at any time. Waiver of any right, claim or cause of action at any time shall not prejudice any other right, claim or cause of action which Lessor may have or which shall thereafter accrue, and shall not waive Lessor’s right to assert any other right, claim or course of action. Acceptance by Lessor of rent from Lessee during the existence of any default shall not constitute a waiver of such default, or a waiver of the right of Lessor to insist upon Lessee’s strict compliance with the terms of this Lease.

44. PARAGRAPH HEADINGS. The paragraph headings of this Lease are used for convenience only, and are in no way to be construed as a part of this Lease or as a limitation on the scope of the particular provision to which they refer.

45. INVALIDITY. If any provision of this Lease shall be held to be invalid, whether generally or as to specific facts or circumstances, the same shall not affect in any respect whatsoever the validity of the remainder of this Lease, which shall continue in full force and effect. Any provision held invalid as to any particular facts and circumstances shall remain in full force and effect as to all other facts and circumstances.

46. GOVERNING LAW; ATTORNEYS’ FEES. This Lease and the rights of the parties hereunder shall be interpreted in accordance with the laws of the state in which the Project is located. In the event of any dispute between Lessor and Lessee, whether or not suit is filed, or if either Lessor or Lessee shall institute any action or proceeding against the other party relating to this Lease, the non-prevailing party in such action or proceeding shall reimburse the prevailing party for its disbursements incurred in connection therewith and for its reasonable attorneys’ fees, whether or not such action or proceeding is pursued to judgment. In addition to the foregoing award of attorneys’ fees to the prevailing party, the prevailing party in any action or proceeding on this Lease shall be entitled to its reasonable attorneys’ fees incurred in any post-judgment proceedings to collect or enforce any such judgment. For purposes of this paragraph, in any unlawful detainer or other action or proceeding instituted by Lessor based upon any default or alleged default by Lessee hereunder, Lessor shall be deemed the prevailing party if (a) judgment is entered in favor of Lessor or (b) prior to arbitration, trial or judgment Lessee shall pay all or any portion of the rent and charges claimed by Lessee, eliminate the condition(s), cease the act(s) or otherwise cure the omission(s) claimed by Lessor to constitute a default by Lessor hereunder. This provision is separate and several and shall survive (i) the expiration or earlier termination of this Lease and (ii) the merger of this Lease into any judgment on this Lease.

47. BROKER’S FEE. Upon execution of this Lease by Lessor and Lessee, Lessor shall pay to DTZ a brokerage fee as set forth in a separate, written agreement.

48. AGENCY AND OWNERSHIP DISCLOSURE.

(a) Lessor and Lessee each acknowledge that, in connection with this Lease:

Initial One

the Agent is representing the Lessor exclusively

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or
	X	the Agent is representing the Lessor and Lessee, and Lessor and Lessee expressly consent to the Agent acting as a dual representative by their execution of this Lease and their review and execution of the attached Disclosure of Dual Representation).

49. ENTIRE AGREEMENT. This Lease together with the attached Exhibits and Riders referred to herein and specified below, contains the entire agreement of the parties related to this transaction, supersedes all prior negotiations and agreements and represents their final and complete understanding. This Lease may not be modified orally, through course of performance or in any manner other than by agreement in writing, signed by the parties hereto.

50. FORCE MAJEURE. The time for performance by either party of any obligation under this Lease (other than the payment of rent or other monetary obligations) shall be extended for the period of delay resulting from fire, earthquake, explosion, flood, the elements, acts of God or the public enemy, strike, other labor trouble, interference of governmental authorities or agents, or shortages of fuel, supplies or labor resulting therefrom or any other cause, whether similar or dissimilar to the above, beyond the reasonable control of the party obligated for such performance, financial inability excepted.

51. CONFIDENTIALITY. Lessee shall not divulge the terms and provisions of this Lease to any third parties (other than Lessee’s officers, directors, employees, accountants, and attorneys as required in the conduct of Lessee’s business, or as otherwise required by applicable securities laws); except in the case of any litigation concerning this Lease, in which event Lessee shall use its best efforts to keep such terms and provisions confidential. Except as otherwise set forth in this Paragraph 51(b), Lessee’s disclosure of such information to any other person shall constitute a material breach of this Lease.

52. JOINT AND SEVERAL; MULTIPLE TENANTS. If there be more than one Lessee, then (i) the obligations hereunder imposed upon Lessee shall be joint and several, (ii) each Lessee hereunder agrees that the act of any one Lessee, acting alone, shall be sufficient to bind all Lessee with respect to their respective rights and obligations under this Lease and (iii) Lessor shall have the unconditional right to rely upon the act of any one Lessee as being binding upon all Lessees without any obligation to inquire as to the authority of the Lessee with whom Lessor is dealing.

53. ADDITIONAL BANKRUPTCY PROVISIONS.

(a) Assumption of Lease. In addition to any rights or remedies of Lessor under the terms of this Lease, in the event Tenant engages in any one or more of the acts contemplated by the provisions of section 22 herein, and in the event of an assumption of this Lease by a debtor or by a trustee, such debtor or trustee shall within fifteen (15) days after such assumption (i) cure any default or provide adequate assurance that any default will be promptly cured; and (ii) compensate Lessor for actual pecuniary loss or provide adequate assurance that compensation will be made for actual pecuniary loss including, but not limited to, all reasonable attorneys’ fees and costs incurred by Lessor resulting from any such proceedings; and (iii) provide adequate assurance of future performance. Lessor and Tenant agree that such fifteen (15) day period is reasonable in view of the fact that the Premises is one of a part of an integrated retail center where the performance by each tenant of its obligations has an effect on the well being of all other tenants and Lessor. Any proposed assignee, including shareholders of a corporate assignee of this Lease, must assume and agree to personally guarantee the performance by assignee of the terms, provisions and covenants of this Lease.

(b) Relief From Automatic Stay. If any of the events described in Section 22 shall occur with regard to Tenant, Tenant hereby irrevocably consents to immediate relief from the

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automatic stay under 11 U.S.C. Section 362(d).

54. EXHIBITS AND ADDITIONAL PROVISIONS. The Exhibits designated as A, B, & C, and Rider(s) designated as No. 1 which are attached hereto and are a part of this Lease, and are incorporated herein as if set forth in full.

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IN WITNESS WHEREOF, this Lease has been duly executed by the parties hereto as of the date and year first above written.

LESSOR:	CAL-PARK VIEW LIMITED PARTNERSHIP, a North Carolina Limited Partnership
	By:	LA-Southpark Properties, Inc. a North Carolina Corporation
	Its:	General Partner
	By:	/s/ Todd N. Okum Todd N. Okum Vice President
LESSEE:	Fleetmatics USA, LLC
	By:	/s/ Albert J. Vasile, Jr.
	Name:	Albert J. Vasile, Jr.
	Its:	Asst. Treasurer

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RIDER NO. 1

DATED MARCH 9, 2015

BY AND BETWEEN

CAL-PARK VIEW LIMITED PARTNERSHIP

(“LESSOR”)

AND

FLEETMATICS USA, LLC

(“LESSEE”)

The following paragraphs are made a part of this Lease, and in the event of any inconsistency between the following paragraphs and any other terms of this Lease, the following paragraphs shall control:

1. Tenant Improvements. Subject to the conditions set forth in the Lease and the enclosed Work Letter made a part hereof as Exhibit D, Lessor, at its sole cost and expense, shall furnish and install in or for the benefit of the Premises the improvements shown in the space plan herein as Exhibit D-1 and the pricing enclosed herein as Exhibit D-2.

2. Tenant Identification Signage. Subject to all applicable municipal approvals Lessee, as well as Lessor’s prior approval of Tenant’s design, which consent shall not be unreasonably withheld, at Lessee’s sole costs and expense, shall have the right to install signage on the exterior of the Building, facing Fairview Road, as per the rendering enclosed herein as Exhibit G. Furthermore, Lessor, at Lessor’s sole cost and expense, shall provide standard tenant identification signage on the 1^st floor main lobby tenant directory and a standard floor lobby and front door sign.

3. Rent Abatement. Rent for the first (1^st), second (2^nd), third (3^rd), fourth (4^th), and fifth (5^th) full months following the Commencement Date (the “Abatement Period”) shall be abated.

4. Escalation. The Rent, as described in the Lease, shall increase as follows:

Period	Monthly Rent		Annual Rent
Months 18-29	$	24,741.07	$	296,892.89
Months 30-41	$	25,421.55	$	305,058.60
Months 42-53	$	26,114.87	$	313,378.38
Months 54-65	$	26,833.86	$	322,006.30

If the term of this Lease shall commence on a day other than the first day of a calendar month, the increase shall occur on the anniversary of the first day of the calendar month immediately following the Commencement Date.

5. Additional Allowance. Subject to the conditions set forth in this Lease and the enclosed Exhibit E made a part hereof, Lessor shall pay to Lessee an allowance, not to exceed the sum of Fifteen Thousand Four Hundred Seven and 00/00 Dollars ($15,407.00) to be used

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towards soft cost improvements (including architect and engineer fees, furniture, fixture and telephone/data wiring) (the “Allowance”). Said Allowance shall be reimbursed to Tenant within thirty (30) days following receipt by Lessor of paid receipts, lien waivers and such other evidence as may be reasonably requested by Lessor to verify that such amounts were actually spent on improvements to the Premises as per Exhibit A attached hereto.

6. Option to Extend Term. Provided Lessee is not in default after the expiration of notice and the opportunity to cure either on the date Lessee gives notice to Lessor of Lessee’s intent to exercise its rights pursuant to this paragraph .or at the expiration of the then current term, Lessee is given the option to extend the term for one additional five (5) year term (the First Extended Term”), commencing the next calendar day after the expiration of the Original Lease Term (the “Option”). The Option shall apply only to the entirety of the Premises, and Lessee shall have no right to exercise the Option as to only a portion of the Premises. Lessee’s exercise of this Option is contingent upon Lessee giving written notice to Lessor (the “Option Notice”) of Lessee’s election to exercise its rights pursuant to this Option by Certified Mail, Return Receipt Requested, no less than one hundred eighty (180) days prior to the Termination Date.

Rent. The Rent payable by Lessee during the First Extended Term (“Option Rent”) shall be equal to the Prevailing Market Rent of the Premises as of the commencement date of the First Extended Term, as further defined below.

Prevailing Market Rent shall mean the arms-length fair market annual rental rate per rentable square foot under leases entered into on an as-is basis to private sector tenants for a comparable term on or about the date on which the prevailing market rent is being determined for space comparable to the Premises in the Building and office buildings comparable to the Building in the market area of where the Building is located. Such determination shall take into account all relevant factors.

Lessor shall notify Lessee of its estimate of the Fair Market Rent by written notice within ten (10) days after Lessee delivers its Option Notice to Lessor. Lessee shall either accept or reject by written notice Lessor’s estimate, in any case within ten (10) days following delivery of Lessor’s estimate. Failure to respond within ten (10) days of such notice shall be deemed to constitute acceptance of Lessor’s estimate. In the event Lessee rejects Lessor’s estimate, and the parties are still unable to agree on a Fair Market Rent within five (5) days thereafter, then the Fair Market Rent shall be arbitrated in accordance with the following procedure. In the event Lessor fails to notify Lessee of its estimate as provided above, the parties shall determine Fair Market Rent by arbitration as set forth below.

Each of Lessor and Lessee, within twenty (20) days after notice by Lessee disputing Lessor’s estimate of the Fair Market Rent, shall (i) submit to the other in a sealed envelope its final estimate of the Fair Market Rent (“Estimates”) and (ii) appoint an MAI appraiser with at least ten (10) years’ experience as an appraiser of office buildings in the market area of where the Building is located and shall give notice of such appointment to the other party. If either Lessor or Lessee shall fail timely to appoint an appraiser, then the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof. The two appraisers shall, within five (5) Business Days after appointment of the second appraiser, appoint a third appraiser who shall be similarly qualified. If the two appraisers are unable to

25

agree timely on the selection of the third appraiser, then either appraiser on behalf of both may request such appointment from the President of the local chapter of the Appraisal Institute (or its successor organization, or if no successor exists, the most similar organization reasonably selected by Landlord). The appraisers shall be charged to reach a majority written decision in accordance with the standards for the Fair Market Rent as provided in this Section, within twenty (20) days after the third appraiser is appointed, by selecting either Lessor’s or Lessee’s Estimates of the Fair Market Rent provided at the commencement of the hearing. The appraisers shall have no authority or jurisdiction to make any other determination of such amount. The cost of the third appraiser shall be borne equally by the parties and otherwise the parties shall bear their own costs.

No Assignment of Option. This Option is personal to the original Lessee signing this Lease and may not be exercised by any subtenant or assignee, other than a Permitted Assignee.

7. Building Access Cards. Lessee shall be provided with up to 107 access cards at no charge to Lessee. Additional cards are currently available at a cost of $10.00 per card. The cost per card may change and Lessor agrees to notify Lessee in writing prior to any such change.

8. Right to Audit. Lessee reserves the right to audit Operating Expenses and Real Estate Taxes on an annual basis using a firm selected by Lessee and subject to Lessor’s reasonable approval. In the event any audit results disclose an overstatement of expenses in excess of three percent (3%), Lessor agrees to reimburse Lessee for all reasonable costs of the audit in addition to the amount of the overstatement.

9. Temporary Space. Lessee shall be permitted to utilize Suite 403B consisting of 1,854 rentable square feet and Suite 202 consisting of 1,632 rentable square feet on a temporary basis free of charge while the Premises is being constructed (the “Temporary Space”). Upon Lessee’s Acceptance of the Premises, Lessee shall have up to fourteen (14) days to relocate from the Temporary Space to the Premises. It is understood that Lessee shall be permitted temporary use of the Temporary Space upon execution of this Lease.

10. Consent. In any instance where consent is required, Lessor shall not unreasonably withhold, condition, or delay such consent.

11. Architecture and Engineering. The Lessor shall pay Lessee’s architect up to One Thousand Eight Hundred Forty Eight and 84/100 Dollars ($1,848.84) to conduct preliminary test fits and pricing plans as a marketing expense, not to be deducted from Lessee’s Allowance and payable directly to Lessee’s architect within thirty (30) days following completion of the test fit. If available, Lessor shall provide Lessee’s architect with CAD file showing detailed existing conditions of the proposed Premises. In the event said CAD file is not available, Lessor shall cause same to be provided at Lessor’s sole cost and expense.

12. Expansion Option. Provided Lessee in not then in default, beyond any applicable cure period, Lessee shall have an on-going right to expand into any vacant space on the fourth (4^th) floor of the Building (the “Expansion Space”), subject to and in accordance with the following terms and conditions:

a. Should Lessee exercise such right (the “Expansion Option”), the Expansion Space

26

shall be delivered in its “as-is” condition to Lessee, as soon as reasonably possible by Lessor.

b. After receiving written notice of availability from Lessor, Lessee shall have five (5) business days to exercise its Expansion Option at the then current prevailing market value (as defined in Section 6 of this Rider No. 1), with a term coterminous with the then existing Term, and with the benefit of any remaining options to extend.

c. Priority. All rights of Lessee under this Paragraph 12 are subject and subordinate to all rights granted to other tenants in the Building, which may be in effect prior to this Lease.

13. Hazardous Materials. Notwithstanding anything contained in Section 18 of this Lease, Lessor represents to the best of Lessor’s knowledge, that the Premises are free and clear of any hazardous materials prior to Lessee’s occupancy. Lessor shall indemnify Lessee against any damages due to hazardous materials discovered to exist prior to Lessee’s occupancy of the Premises, and shall to the extent due to Lessee’s activities, hold Lessee harmless from any costs associated with removal, encapsulation, or remediation of the same which are required by any appropriate government agency throughout the Term.

14. Subordination, Non-Disturbance and Attornment Agreement. Within a reasonable period following execution of this Lease, Lessor shall provide Lessee with a Subordination, Non-Disturbance and Attornment Agreement from all current or future lenders.

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EXHIBIT A

DESCRIPTION OF PREMISES

[Schematic Provided]

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EXHIBIT B

SAMPLE FORM OF NOTICE OF LEASE TERM DATES

To:         Date:        

RE: Office Lease dated                     , 20        , between                                     , Lessor, and                                     , Lessee, concerning Suite             , (the “Premises”) located at                                                                              .

Dear                             :

In accordance with the above referenced Lease, we wish to advise and/or confirm as follows:

1. That the Premises have been accepted by Lessee as being substantially complete in accordance with the Lease, and that there is no deficiency in construction.

2. That Lessee has accepted and is in possession of the Premises, and acknowledges that under the provisions of the Lease, the Term of the Lease is for              (        ) years, with              (        ) options to renew for              (        ) years each, and commenced upon the Commencement Date of                     , 20         and is currently scheduled to expire on                     , 20         unless sooner terminated pursuant to any provision of the Lease.

3. That in accordance with the Lease, rental payment has commenced (or shall commence) on                     , 20        .

4. If the Commencement Date of the Lease is other than the first day of the month, the first billing will contain a pro rata adjustment. Each billing thereafter, with the exception of the final billing, shall be for the full amount of the monthly installment as provided for in the Lease.

5. Rent is due and payable in advance on the first day of each and every month during the Term of the Lease. Your rent checks should be made payable to                              at                             .

6. The exact number of rentable square feet within the Premises is              square feet.

	AGREED AND ACCEPTED:
LESSEE:
By:
Print Name:
Its:

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EXHIBIT C

RULES AND REGULATIONS

1. The entrances, lobby and other Common Areas shall be under the exclusive control of Lessor and shall not be obstructed or used by Lessee for any purpose other than their intended purposes.

2. Lessee shall not bring into the Premises or operate therein any engine, boiler, dynamo or machinery of any kind, or carry on any mechanical operations in the Premises, or place any explosive therein, or use any kerosene, oils or burning fluids therein, without first obtaining the written consent of Lessor.

3. If Lessee desires a safe for depositing valuables or securities, Lessor shall have the right to prescribe its weight, size and proper position. Nothing whatsoever shall be brought into the Building by Lessee, its agents, employees, or visitors which has a weight of more than 70 pounds per square foot, unless Lessor approves same and its proper position.

4. No nails are to be driven, the Premises are not to be defaced in any way, no boring or cutting for wires or other purposes is to be done, and no change in electric fixtures or other appurtenances of the Premises is to be made, without prior written consent of Lessor.

5. If Lessee desires telephonic or telegraphic connections, Lessor will direct the electricians as to where and how the wires are to be introduced, and without such written directions no boring for wires will be permitted.

6. The Premises shall not be used for the purpose of lodging or sleeping rooms, nor in any way to damage the reputation of the Building; and Lessee shall not disturb or permit the disturbance of other tenants of the Building by the use of musical instruments or other noises, nor by any interface whatsoever. Nothing shall be placed or permitted upon the outside window sills.

7. No person or persons, other than employees of the Building shall be employed by Lessee for the purpose of cleaning or taking care of the Premises without the written consent of Lessor. Any person or persons so employed by Lessee (with the written consent of Lessor) shall be subject to, and under the control and direction of Lessor in the use of the Building and its facilities.

8. Lessor shall have the right to exclude or eject from the Building animals of every kind, bicycles, and all canvassers and other persons who conduct themselves in such a manner as to be, in the judgment of Lessor, an annoyance to the tenants or a detriment to the Building.

9. Ten keys to the front door of the Premises and ten keys to a designated Building entrance will be provided at no cost. A reasonable number of additional keys will be provided upon payment of fees therefor. No locks shall be placed upon any doors of the Premises without first obtaining the written consent of Lessor and furnishing Lessor with keys to same. Lessee will not permit any duplicate keys to be made (all necessary keys to be furnished by Lessor). Upon termination of this Lease, Lessee shall surrender to Lessor all keys to an entry door of the Building. Lessee shall pay all costs incurred by Lessor as a result of such

30

loss, including but not limited to, the cost of re-keying the Building entry door(s) and providing new keys to existing tenants of the Building.

10. All persons entering or leaving the Building may be required to identify themselves to watchman by registration or otherwise, and to establish their right to enter or leave the Building. (If Lessee uses the Premises during business days after 7:00 p.m. or prior to 8:00 a.m., or on Saturdays, Sundays or holidays, it shall be responsible for locking the building after entry or exit.)

11. The toilet rooms, water-closets and other water apparatus shall not be used for any purpose other than those for which they are intended, and no sweepings, rubbish, rags or other injurious substances shall be placed therein. The cost of repair of any damage resulting from misuse or abuse by Lessee, its employees or guests shall be borne by Lessee.

12. Lessee may use the Building on nights, weekends, or holidays, without Lessor’s consent; provided, however, that if Lessee desires to operate the heating or air conditioning for the Premises on nights, weekends or holidays, Lessee shall pay Lessor for such after hours usage at the rates and upon the terms set forth in the Lease.

13. Lessor reserves all vending rights.

14. Lessor will post on the directory of the Building one name, to be designated by Lessee at no charge. All additional names which Lessee shall desire posted upon said directory must be approved by Lessor, and if so approved a charge may be made for such additional listings.

15. If there are any glass entry doors to the Premises, Lessee must obtain Lessor’s prior written approval, which Lessor may give or withhold in its sole discretion, of all furniture, interior finishes and other objects visible through such glass door(s).

31

EXHIBIT D

WORK LETTER AGREEMENT

THIS AGREEMENT entered into as of this 9th day of March, 2015, defines the division and scope of work to be provided by Cal-Park View Limited Partnership, a North Carolina Limited Partnership (“Lessor”) and Fleetmatics USA, LLC (“Lessee”) in the Premises commonly known as 5821 Fairview Road, Suites 401, 402, 403, 407, & 408 Charlotte, NC 28209 leased by Fleetmatics USA, LLC (“Lessee”) under a Lease dated March 9, 2015.

A. IMPROVEMENTS

1. Lessor’s Work

Lessor, at its sole cost and expense, shall furnish and install in or for the benefit of the Premises the improvements shown in the space plan dated January 1, 2015, and attached to this Lease as Exhibit D-1 (the “Final Plans and Specifications”), using Building Standard Finishes unless otherwise indicated (“Lessor’s Work”) . Lessor’s Work shall be completed in a good and workmanlike manner and in accordance with all applicable laws and regulations. Lessor shall use reasonable efforts to complete Lessor’s Work by the Target Commencement Date.

2. Lessee’s Work

All other improvements required by Lessee in the Premises shall be for the account of Lessee.

B. LEASE EXECUTION AND FINISH SELECTIONS

Within ten (10) days of execution of the Lease, Lessee will, select wall finishes, floor coverings and any other necessary finishes from Building Standards Finish Options provided by Lessor.

C. CHANGES

If Lessee shall request any change, addition or alteration in approved Final Plans or Specifications, Lessor shall promptly give Lessee a written estimate of the maximum cost of engineering and design services to prepare revised working drawings and specifications in accordance with such request. If Lessee approves such estimate in writing, Lessor shall have such revised Final Working Drawings and Specifications prepared and Lessee shall promptly reimburse Lessor for the cost thereof not in excess of such estimate. Promptly upon the completion of such revised Final Working Drawings and Specifications, Lessor shall notify Lessee in writing of the cost which will be chargeable to Lessee by reason of such change, addition or deletion. Lessee shall within three (3) business days notify Lessor in writing whether it desires to proceed with such changes, additions or deletions. In the absence of such written authorizations and payment in full of total costs of such change, addition or deletion, Lessor shall not be obligated to continue work on Lessee’s Premises and may suspend work and Lessee shall be chargeable with any and all delays in the completion of the Premises resulting therefrom.

32

D. RESPONSIBILITY FOR DELAYS

If Lessee shall cause any delay in the construction of the Premises, whether by reason of any failure by Lessee to comply with the applicable time schedule set forth in B, above, or by Lessee’s requirement of materials or installations different from Lessor’s Building Standard Improvements, ., or by reason of changes in the work ordered by Lessee, then notwithstanding the provisions of the Lease, or any other provision of this Work Letter, the Commencement Date of the Lease shall be the date which Lessor in its sole discretion determines could reasonably have been expected to be the Commencement Date but for such Lessee-caused delay.

E. FINAL PAYMENT OF EXCESS COSTS

Lessee shall pay to Lessor both the entire balance of any and all excess costs of work and improvement over and above the Lessor’s Work and the entire amount of any extra expenses incurred by Lessor as specified herein upon the Commencement Date of the Lease. Upon default by Lessee in payment hereof, Lessor shall (in addition to all other remedies) have the same rights as in the case of default in rent under the Lease.

F. INCORPORATION IN LEASE

This Agreement is and shall be incorporated by reference in the Lease and all of the terms and provisions of said Lease are and shall be incorporated herein by this reference.

LESSOR:	CAL-PARK VIEW LIMITED PARTNERSHIP, a North Carolina Limited Partnership
	By:	LA-Southpark Properties, Inc. a North Carolina Corporation
	Its:	General Partner
	By:	/s/ Todd N. Okum Todd N. Okum Vice President
LESSEE:	Fleetmatics USA, LLC
	By:	/s/ Albert J. Vasile, Jr.
	Name:	Albert J. Vasile, Jr.
	Its:	Asst. Treasurer

33

EXHIBIT D-1

SPACE PLAN

[Schematic Provided]

34

EXHIBIT D-2

PRICING

35

36

37

38

39

EXHIBIT E

TENANT IMPROVEMENT ALLOWANCE

All improvements shall comply with any and all appropriate building codes and other governmental regulations, all plans shall be reviewed and approved by Lessor prior to commencement of any work within the Premises, and Lessee’s contractor shall provide to Lessor general liability and workers compensation insurance certificates naming Lessor as an additional insured. Said insurance shall contain limits adequate to fully protect Lessor and Lessee from and against any and all liability for death or injury to persons or damage to property caused in, on or about the Premises or the Building from any cause whatsoever arising out of the completion of the improvements or any other work done by Lessee’s contractor.

Subject to the conditions set forth herein, Lessor shall pay to Lessee an allowance, not to exceed the sum of Fifteen Thousand Four Hundred Seven and 00/00 Dollars ($15,407.00) (the “Allowance”). Prior to commencing any work, Lessee shall submit to Lessor a final contract with Lessee’s Contractor encompassing all of the work to be performed in the Premises. Should the total sum due under the contract exceed the Allowance (“Excess Costs”), Lessee shall be responsible for payments to Lessee’s Contractor in the amount of Excess Costs prior to any payments being due.

Lessor shall, on Lessee’s behalf, reimburse to Lessee or pay directly to Lessee’s Contractor, subcontractors and/or vendors, all costs (up to the total allowance) in connection with the design, supply, installation, construction, supervision, and finishing of the Lessee’s work, including architectural plans and other required amenities (but in no manner shall such Allowance be due for management, supervision fees or the like to Lessee or any of its affiliates, or for any moveable equipment) from the Allowance, to the extent funds are available therefrom, by making reimbursements to Lessee or payments directly to Lessee’s contractors, engineers, architects, and subcontractors (each a “Contractor”).

Prior to Lessee, Lessee’s Contractor, subcontractors and/or vendors commencing any work:

1. Contractor, and its subcontractors and suppliers, shall be approved in writing by Lessor, which approval shall not be unreasonably withheld, conditioned or delayed. As a condition of such approval, so long as the same are reasonably cost competitive, Contractor shall use Lessor’s fire/life safety subcontractors for such work;

2. Lessee or Lessee’s Contractor shall submit all permitted plans and specifications to Lessor, and no work on the Premises shall be commenced before Lessee has received Lessor’s final written approval thereof, which shall not be unreasonably withheld, delayed or conditioned. Lessor shall inform Lessee that it has approved or rejected the plans and specifications within ten (10) days of submittal. In the event Lessor requires changes to the permitted plans and specifications, such changes shall be addressed in the field during construction;

3. Contractor shall concurrently submit to Lessor and Lessee a written bid for completion of the Improvements. Said bid shall include Contractor’s overhead, profit, and fees.

40

4. Contractor or Architect shall complete all architectural and planning review and obtain all permits required by the city, state or county in which the Premises are located; and

5. Contractor shall submit to Lessor verification of public liability and workmen’s compensation insurance adequate to fully protect Lessor and Lessee from and against any and all liability for death or injury to persons or damage to property caused in, on or about the Premises or the Building from any cause whatsoever arising out completion of the Improvements or any other work done by Contractor.

Lessor and Lessee agree that if the Improvements are actually constructed by Lessee’s Contractor at a cost which is less than the Allowance, there shall be no monetary adjustment between Lessor and Lessee and the entire cost savings shall accrue to the benefit of Lessor.

The costs payable to Contractors shall be reimbursed by Lessor to Lessee, or paid directly to the appropriate Contractor, conditioned upon Lessee’s continuing compliance with each and every term and provision of the Lease, including, but not limited to:

1. Lessor shall have received a certificate of Lessee’s contractor’s insurance as well as a current comprehensive general liability insurance for Lessee.

2. Receipt by Lessor of a Form W-9, Request for Taxpayer Identification Number and Certification, executed by Lessee and Lessee’s Contractor.

3. Lessee shall not, in any way, be in uncured default under the terms and conditions of the Lease.

4. And following Lessee’s submission of a pay request which shall include the following:

(a) A summary of individual billings aggregating the total for which a reimbursement is being requested;

(b) A copy of each individual invoice from the Contractor as well as copy of the contracts;

(c) Conditional lien releases in a form reasonably satisfactory to Lessor, executed by the Contractor and Subcontractors, as applicable, for all current month individual invoices; and

(d) Unconditional lien releases in form reasonably satisfactory to Lessor, executed by the Contractor for all individual invoices included in the prior month’s pay request.

(e) Any other documentation reasonably requested by Lessor’s lender.

Reimbursement of the Allowance shall be due and payable to Lessee within thirty (30) days following Lessee complying with the conditions set forth above.

If any liens arise against the Premises or the Building as a result of Lessee’s improvements or other work, Lessee shall, within five (5) business days of obtaining knowledge of such lien, at Lessee’s sole expense, take such actions as are reasonably necessary to remove such liens and provide Lessor evidence that title to the Building and the Premises have been cleared of such liens, provided that Lessee shall not be required to discharge any such lien as may be placed upon the Premises by the acts or omissions of Lessor, including, without limitation, the failure of Lessor to pay installments of the Allowance to Lessee’s contractor. Failure of Lessee in this regard shall constitute a default of the Lease.

41

EXHIBIT F

RESERVED PARKING

[Schematic Provided]

42

EXHIBIT G

EXTERIOR SIGNAGE RENDERING

[Schematic Provided]

43

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James M. Travers, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Fleetmatics Group PLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2015

By:	/s/    James M. Travers
	James M. Travers
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen Lifshatz, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Fleetmatics Group PLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2015

By:	/s/    Stephen Lifshatz
	Stephen Lifshatz
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Fleetmatics Group PLC (the “Company”) on Form 10-Q for the period ended March 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, James M. Travers, Chief Executive Officer of the Company, and Stephen Lifshatz, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to our knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 8, 2015

By:	/s/ James M. Travers
James M. Travers
Chief Executive Officer
By:	/s/ Stephen Lifshatz
Stephen Lifshatz
Chief Financial Officer

XML

Business Combination - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	0 Months Ended
	Feb. 19, 2015	Mar. 31, 2015	Dec. 31, 2014
Business Acquisition [Line Items]
Goodwill		$ 38,835	$ 30,207
Ornicar
Business Acquisition [Line Items]
Total purchase consideration	10,634
Cash paid to acquire business	8,395
Contingent consideration incurred	2,239
Goodwill	8,628
Acquired intangible assets	$ 1,914
Ornicar | Minimum
Business Acquisition [Line Items]
Acquired intangible assets, useful life	3 years
Ornicar | Maximum
Business Acquisition [Line Items]
Acquired intangible assets, useful life	8 years

XML

Future Minimum Lease Payments Under Non-cancelable Operating and Capital Leases (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015
Operating Leases
Remaining 2015	$ 7,693
2016	7,212
2017	6,560
2018	3,047
2019	1,867
Thereafter	1,962
Total	28,341
Capital Leases
Remaining 2015	681
2016	760
2017	416
2018	44
2019	0
Thereafter	0
Total	1,901
Less amount representing interest	(92)
Present value of minimum lease payments	1,809
Total
Remaining 2015	8,374
2016	7,972
2017	6,976
2018	3,091
2019	1,867
Thereafter	1,962
Total	$ 30,242

XML

Long-term Debt - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	0 Months Ended	3 Months Ended
	Jan. 21, 2015	Mar. 31, 2015	Jan. 21, 2015
Debt Instrument [Line Items]
Credit facility, outstanding borrowing capacity	$ 23,750	$ 23,750	$ 23,750
Multi-currency revolving credit facility term	5 years
Letters of credit	5,000		5,000
Swing line loans	10,000		10,000
Loss on extinguishment of debt		(107)
Interest rate description	Loans made under the Credit Facility bear interest at either (1) a rate per annum equal to (a) the highest of the Administrative Agent's prime rate, or 0.5% in excess of the Federal Funds Effective Rate or 2.0% in excess of one- month LIBOR (the "Base Rate"), plus an applicable margin, or (2) the one-, two-, three-, or six-month per annum LIBOR for deposits in U.S. dollars, plus an applicable margin.
Percentage of federal funds effective rate	0.50%
Debt instrument, discount	708	681	708
Amortization of unamortized debt discount		27
Capitalized deferred financing costs	501	100	501
Capitalized deferred financing costs, current		381
Capitalized deferred financing costs, noncurrent		481
Deferred financing cost, amortization		20
Minimum
Debt Instrument [Line Items]
Commitment fees percentage	0.20%		0.20%
Maximum
Debt Instrument [Line Items]
Credit facility, outstanding borrowing capacity	125,000		125,000
Commitment fees percentage	0.30%		0.30%
One Month London Inter bank Offered Rate
Debt Instrument [Line Items]
Credit facility, basis spread on variable rate	2.00%
Base Rate | Minimum
Debt Instrument [Line Items]
Leverage ratio	0.50%		0.50%
Base Rate | Maximum
Debt Instrument [Line Items]
Leverage ratio	1.25%		1.25%
London Interbank Offered Rate (LIBOR) | Minimum
Debt Instrument [Line Items]
Leverage ratio	1.50%		1.50%
London Interbank Offered Rate (LIBOR) | Maximum
Debt Instrument [Line Items]
Leverage ratio	2.25%		2.25%
Accordion Feature
Debt Instrument [Line Items]
Revolving credit facility maximum borrowing capacity	$ 200,000		$ 200,000

XML

Commitments and Contingencies - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015
Commitment And Contingencies [Line Items]
Future minimum payments under non-cancelable data center agreements, due in 2015	$ 765
Purchase commitments	8,831
Purchase commitments payable on 2015	3,671
Purchase commitments payable on 2016	2,805
Purchase commitments payable on 2017	$ 2,355

XML

Accrued Expenses and Other Current Liabilities (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Accrued Expenses and Other Current Liabilities [Line Items]
Accrued payroll and related expenses	$ 9,857	$ 10,862
Accrued professional fees	2,702	3,137
Accrued income taxes	1,724	1,869
Accrued marketing expense	1,239	934
Contingent consideration	1,091
Accrued insurance expense	861	337
Other	7,011	7,168
Total	$ 24,485	$ 24,307

XML

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2015

Future Minimum Lease Payments Under Non-cancelable Operating and Capital Leases

Future minimum lease payments under non-cancelable operating and capital leases at March 31, 2015 are as follows:

Years Ending December 31,	Operating Leases		Capital Leases			Total
Remaining 2015	$	7,693	$	681		$	8,374
2016		7,212		760			7,972
2017		6,560		416			6,976
2018		3,047		44			3,091
2019		1,867		—			1,867
Thereafter		1,962		—			1,962
Total	$	28,341		1,901		$	30,242
Less amount representing interest				(92	)
Present value of minimum lease payments			$	1,809

XML

Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2015

Property and Equipment

Property and equipment consisted of the following at March 31, 2015 and December 31, 2014:

	March 31, 2015			December 31, 2014
In-vehicles—installed(1)	$	112,429		$	108,181
In-vehicles devices—uninstalled		6,140			5,541
Computer equipment		10,609			10,065
Internal-use software		7,944			7,815
Furniture and fixtures		1,961			1,981
Leasehold improvements		2,698			2,477
Total property and equipment		141,781			136,060
Less: Accumulated depreciation and amortization(1)		(59,325	)		(56,326	)
Property and equipment, net	$	82,456		$	79,734

(1) During the quarter ended March 31, 2015, the Company removed $2,441 of fully depreciated in-vehicle devices no longer in service.

XML

Share-Based Awards - Additional Information (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	0 Months Ended		1 Months Ended		3 Months Ended	1 Months Ended	12 Months Ended
	Feb. 20, 2015	Aug. 19, 2013	Feb. 28, 2015	Feb. 28, 2014	Mar. 31, 2015	Sep. 30, 2011	Dec. 31, 2012 Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant-date fair value of awards granted	$ 38.88
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite service period for service-based awards	4 years
Stock options granted	667,185
Performance Based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted	224,250
2011 Stock Option and Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Ordinary shares, reserved for issuance		1,883,334	5,444,910	3,644,784
Ordinary shares, increase in number of shares reserved for issuance			1,800,126	1,761,450
Maximum percentage of outstanding stock by which shares reserved for issuance may increase in accordance with the plan		4.75%	4.75%	4.75%
Requisite service period for service-based awards					4 years
2011 Stock Option and Incentive Plan | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted, maximum term						7 years
2012 Employee Share Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized for ESPP							400,000
Minimum days employed to be eligible to purchase shares							30 days
Minimum customary hours were per week to be eligible to purchase shares							20 hours
Ownership percentage that disqualifies employee from participating in the ESPP							5.00%
Minimum number of offerings annually							1
Term of offering							6 months
Minimum notice for employee to participate in offering					Each eligible employee may elect to participate in any offering by submitting an enrollment form at least 15 days before the relevant offering date.
Maximum percentage of employee's base compensation eligible					15.00%
Purchase price as a percentage of market fair value					85.00%
Maximum shares that can be purchase by each employee per offering period					2,500
Maximum amount that can be purchased by each employee					25

XML

Changes in Carrying Amount of Goodwill (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014	Feb. 19, 2015
Goodwill [Line Items]
Beginning balance		$ 30,207
Ending balance	38,835	30,207
Ornicar
Goodwill [Line Items]
Beginning balance			8,628
Acquisition of Ornicar	8,628
Ending balance			$ 8,628

XML

Property and Equipment (Parenthetical) (Detail) (In-vehicle devices-installed, USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015
In-vehicle devices-installed
Property, Plant and Equipment [Line Items]
Depreciation of property and equipment	$ 2,441

XML

Share-based Compensation Expense from All Awards (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	$ 4,543	$ 3,004
Cost Of Revenues Subscription
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	251	147
Sales and Marketing
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	1,824	1,173
Research And Development
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	673	397
General and Administrative Expense
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	$ 1,795	$ 1,287

XML

Other Liabilities (Non-Current) (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Schedule Of Other Liabilities Noncurrent [Line Items]
Accrued rent	$ 1,331	$ 1,371
Capital lease obligations	1,008	918
Contingent consideration	1,150	67
Deferred tax liabilities	611
Total	$ 4,100	$ 2,356

XML

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2015

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries after elimination of all significant intercompany accounts and transactions. All dollar amounts in the financial statements and in the notes to the consolidated financial statements, except share and per share amounts, are stated in thousands of U.S. dollars unless otherwise indicated.

The accompanying consolidated balance sheet as of March 31, 2015, the consolidated statements of operations, the consolidated statements of comprehensive income, and the consolidated statements of cash flows for the three months ended March 31, 2015 and 2014 are unaudited. The interim unaudited financial statements have been prepared on the same basis as the annual audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2015, the results of its operations, its comprehensive income, and its cash flows for the three months ended March 31, 2015 and 2014. The consolidated financial data and other information disclosed in these notes related to the three months ended March 31, 2015 and 2014 are also unaudited. The results for the three months ended March 31, 2015 are not necessarily indicative of results to be expected for the year ending December 31, 2015 or for any other interim periods or future year.

Certain information and footnote disclosures normally included in the Company’s annual audited consolidated financial statements and accompanying notes have been condensed or omitted in these interim financial statements. Accordingly, these unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2014 included in its Annual Report on Form 10-K (“Annual Report”) filed with the Securities and Exchange Commission on February 27, 2015.

Fair Value Measurements

Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable, is used to measure fair value:

• Level 1—Quoted prices in active markets for identical assets or liabilities. Fleetmatics did not have any financial assets and liabilities as of March 31, 2015 designated as Level 1.

• Level 2—Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Fleetmatics did not have any financial assets and liabilities as of March 31, 2015 designated as Level 2.

• Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. Fleetmatics has a contingent consideration assumed as a result of the Ornicar acquisition of $2.2 million as of March 31, 2015 designated as Level 3. The Company’s contingent purchase consideration is valued by probability weighting expected payment scenarios and then applying a discount based on the present value of the future cash flow streams. This liability is classified as Level 3 because the probability weighting of future payment scenarios is based on assumptions developed by management. The Company determined a probability weighting that is weighted towards Ornicar achieving certain unit sales and pricing targets at the time of acquisition and the discount rate that is based on the Company’s weighted average cost of capital which is then adjusted for the time value of money. The probability weighting will be adjusted as the actual results provide the Company with more reliable information to weight the probability scenarios.

The carrying values of accounts receivable, accounts payable and accrued expenses and other liabilities (with the exception of the Level 3 fair value measurement noted above) approximate fair value due to the short-term nature of these assets and liabilities. As of March 31, 2015 and December 31, 2014, the Company had no other assets or liabilities that would be classified under this fair value hierarchy.

Deferred Commissions

The Company capitalizes commission costs that are incremental and directly related to the acquisition of customer contracts. For the majority of its customer contracts, the Company pays commissions in full when it receives the initial customer contract for a new subscription or a renewal subscription. For all other customer contracts, the Company pays commissions in full when it receives the initial customer payment for a new subscription or a renewal subscription. Commission costs are capitalized upon payment and are amortized as expense ratably over the term of the related non-cancelable customer contract, in proportion to the recognition of the subscription revenue. If a subscription agreement is terminated, the unamortized portion of any deferred commission cost is recognized as expense immediately.

Commission costs capitalized during the three months ended March 31, 2015 and 2014 totaled $2,549 and $2,020, respectively. Amortization of deferred commissions totaled $2,439 and $1,758 for the three months ended March 31, 2015 and 2014, respectively, and is included in sales and marketing expense in the consolidated statements of operations. Deferred commission costs, net of amortization, are included in other current and long-term assets in the consolidated balance sheets and totaled $15,538 and $15,496 as of March 31, 2015 and December 31, 2014, respectively. Foreign exchange differences also contribute to changes in the net amount of these deferred commission costs.

Capitalized In-Vehicle Device Costs

For customer arrangements in which we retain ownership of the in-vehicle devices installed in a customer’s fleet, we capitalize the cost of the in-vehicle devices (including installation and shipping costs) as a component of property and equipment in our consolidated balance sheets, and we depreciate these assets on a straight-line basis over their estimated useful life, which is currently six years. If a customer subscription agreement is canceled or expires prior to the end of the expected useful life of the in-vehicle device, the carrying value of the asset is depreciated in full with expense immediately recorded as cost of subscription revenue. The carrying value of these installed in-vehicle devices (including installation and shipping costs) was $63.7 million and $61.8 million at March 31, 2015 and December 31, 2014, respectively. Depreciation of these installed in-vehicle devices totaled is included in cost of subscription revenue in our consolidated statements of operations.

For the limited number of customer arrangements in which title to the in-vehicle devices transfers to the customer upon delivery or installation of the in-vehicle device (for which the Company receives an up-front fee from the customer), the Company defers the costs of the installed in-vehicle devices (including installation and shipping costs) as they are directly related to the revenue that the Company derives from the sale of the devices and that it recognizes ratably over the estimated average customer relationship period of six years. The Company capitalizes these in-vehicle device costs and amortizes the deferred costs as expense ratably over the estimated average customer relationship period, in proportion to the recognition of the up-front fee revenue.

Costs of in-vehicle devices owned by customers that were capitalized during the three months ended March 31, 2015 and 2014 totaled $12 and $31, respectively. Amortization of these capitalized costs totaled $426 and $286 for the three months ended March 31, 2015 and 2014, respectively, and is included in cost of subscription revenue in the consolidated statements of operations. Capitalized costs related to these in-vehicle devices of which title has transferred to customers, net of amortization, are included in other current and long-term assets in the consolidated balance sheets and totaled $2,039 and $2,398 as of March 31, 2015 and December 31, 2014, respectively.

Recently Issued and Adopted Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-03, Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Prior to the issuance of the standard, debt issuance costs were required to be presented in the balance sheet as an asset. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2015. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements — Going Concern (“ASU 2014-15”). ASU 2014-15 addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The standard requires either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). In April 2015, the FASB proposed deferring the effective date of the new accounting guidance related to revenue recognition by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also proposed permitting early adoption of the standard, but not before the original effective date of December 15, 2017. We are in the process of evaluating the impact that the adoption of the new revenue recognition standard issued in May 2014 will have on our consolidated financial statements and footnote disclosures. The Company is currently assessing the potential impact of the ASU No. 2014-09 on its consolidated financial statements.

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Intangible Assets (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 19,113	$ 17,225
Accumulated Amortization	(11,205)	(10,765)
Carrying Value	7,907	6,460
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Gross Amount	12,757	11,100
Accumulated Amortization	(7,750)	(7,471)
Carrying Value	5,007	3,629
Acquired Developed Technology
Finite-Lived Intangible Assets [Line Items]
Gross Amount	5,640	5,506
Accumulated Amortization	(2,985)	(2,822)
Carrying Value	2,655	2,684
Trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Amount	523	400
Accumulated Amortization	(393)	(387)
Carrying Value	130	13
Patents
Finite-Lived Intangible Assets [Line Items]
Gross Amount	193	219
Accumulated Amortization	(78)	(85)
Carrying Value	$ 115	$ 134

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Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2015

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of March 31, 2015 and December 31, 2014:

	March 31, 2015		December 31, 2014
Accrued payroll and related expenses	$	9,857	$	10,862
Accrued professional fees		2,702		3,137
Accrued income taxes		1,724		1,869
Accrued marketing expense		1,239		934
Contingent consideration		1,091		—
Accrued insurance expense		861		337
Other		7,011		7,168
Total	$	24,485	$	24,307

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Other Assets (Tables)

3 Months Ended

Mar. 31, 2015

Other Assets (Non-current)

Other assets (non-current) consisted of the following as of March 31, 2015 and December 31, 2014:

	March 31, 2015		December 31, 2014
Deferred commission costs	$	7,377	$	7,423
Capitalized costs of in-vehicle devices owned by customers		1,864		2,037
Other		1,488		1,369
Total	$	10,729	$	10,829

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Subsequent Events - Additional Information (Detail) (USD $)	0 Months Ended	1 Months Ended
	Feb. 20, 2015	Apr. 30, 2015
Subsequent Event [Line Items]
Grant-date fair value of awards granted	$ 38.88
Restricted Stock Units (RSUs)
Subsequent Event [Line Items]
Stock options granted	667,185
Requisite service period for service-based awards	4 years
Performance Based Restricted Stock Units
Subsequent Event [Line Items]
Stock options granted	224,250
Subsequent Event
Subsequent Event [Line Items]
Grant-date fair value of awards granted		$ 44.46
Subsequent Event | Restricted Stock Units (RSUs)
Subsequent Event [Line Items]
Stock options granted		137,917
Requisite service period for service-based awards		4 years
Subsequent Event | Performance Based Restricted Stock Units
Subsequent Event [Line Items]
Stock options granted		128,917

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Estimated Future Amortization Expense of Intangible Assets (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Finite Lived Intangible Assets Future Amortization Expense [Line Items]
2015	$ 2,195
2016	2,164
2017	1,369
2018	989
2019	780
Thereafter	410
Carrying Value	$ 7,907	$ 6,460

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Other Liabilities (Tables)

3 Months Ended

Mar. 31, 2015

Other Liabilities

Other liabilities (non-current) consisted of the following as of March 31, 2015 and December 31, 2014:

	March 31, 2015		December 31, 2014
Accrued rent	$	1,331	$	1,371
Capital lease obligations		1,008		918
Contingent consideration		1,150		67
Deferred tax liabilities		611		—
Total	$	4,100	$	2,356

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Share-Based Awards (Tables)

3 Months Ended

Mar. 31, 2015

Stock Option Activity

Stock option activity during the three months ended March 31, 2015 was as follows:

	Number of Shares Under Option			Weighted Average Exercise Price
Outstanding at December 31, 2014		850,247		$	5.76
Granted		—
Exercised		(228,118	)	$	5.71
Forfeited and canceled		—		$	—
Outstanding at March 31, 2015		622,129		$	5.78
Vested and expected to vest at March 31, 2015		617,017		$	5.75
Exercisable at March 31, 2015		519,508		$	4.96

Recognized Share-Based Compensation Expense from All Awards

The Company recognized share-based compensation expense from all awards in the following expense categories:

	Three Months Ended March 31,
	2015		2014
Cost of subscription revenue	$	251	$	147
Sales and marketing		1,824		1,173
Research and development		673		397
General and administrative		1,795		1,287
Total	$	4,543	$	3,004

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Nature of the Business

3 Months Ended

Mar. 31, 2015

Nature of the Business

1. Nature of the Business

Fleetmatics Group PLC (the “Company”) is a public limited company incorporated in the Republic of Ireland. On September 21, 2012, the Company changed its corporate structure from a private limited company to a public limited company. On that date, the Company became the holding company of Fleetmatics Group Limited (a private limited company incorporated in 2004 in the Republic of Ireland) and its subsidiaries by way of a share-for-share exchange in which the shareholders of Fleetmatics Group Limited exchanged their shares in Fleetmatics Group Limited for identical shares in Fleetmatics Group PLC. Upon the exchange, the historical consolidated financial statements of Fleetmatics Group Limited became the historical consolidated financial statements of Fleetmatics Group PLC.

The Company is a leading global provider of mobile workforce solutions delivered as software-as-a-service (“SaaS”). Its mobile software platform enables businesses to meet the challenges associated with managing their local fleets of commercial vehicles and improve productivity by extracting actionable business intelligence from real-time and historical vehicle and driver behavioral data. The Company offers intuitive, cost-effective Web-based and mobile solutions that provide fleet operators with visibility into vehicle location, fuel usage, speed and mileage and other insights into their mobile workforce, enabling them to reduce operating and capital costs, as well as increase revenue. An integrated, full-featured mobile workforce management product provides additional efficiencies related to job management by empowering the field worker and expediting the job completion process from quote through payment. New customers for the Company’s SaaS offerings typically enter into initial 36-month, non-cancelable subscription agreements for fleet management solutions and 12-month non-cancelable subscription agreements for field service management solutions, with amounts generally billed and due monthly; however, some customers prepay all or part of their contractual obligations quarterly, annually or for the full contract term in exchange for a prepayment discount that is reflected in the pricing of the contract.

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Net Income per Share (Tables)

3 Months Ended

Mar. 31, 2015

Basic and Diluted Net Income (Loss) Per Share Attributable to Ordinary Shareholders

Basic and diluted net income per share attributable to ordinary shareholders was calculated as follows for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
	2015		2014
Basic net income per share:
Numerator:
Net income	$	11,751	$	3,628
Denominator:
Weighted average ordinary shares outstanding—basic		37,989,086		37,129,314
Net income per share—basic	$	0.31	$	0.10
Diluted net income per share:
Numerator:
Net income	$	11,751	$	3,628
Denominator:
Weighted average ordinary shares outstanding—basic		37,989,086		37,129,314
Dilutive effect of ordinary share equivalents		1,036,130		1,237,628
Weighted average ordinary shares outstanding—diluted		39,025,216		38,366,942
Net income per share—diluted	$	0.30	$	0.09

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Business Acquisition, Purchase Price and Fair Values of Identifiable Assets Acquired and Liabilities Assumed (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	0 Months Ended
	Mar. 31, 2015	Feb. 19, 2015
Purchase consideration:
Total purchase price, net of cash acquired	$ 7,673
Ornicar
Purchase consideration:
Total purchase price, net of cash acquired		9,912
Cash acquired		722
Total purchase consideration		10,634
Assets acquired and liabilities assumed:
Cash		722
Accounts receivable		297
Prepaid expenses and other current assets		423
Property and equipment		103
Other long-term assets		7
Identifiable intangible assets		1,914
Goodwill		8,628
Total assets acquired, inclusive of goodwill		12,094
Accounts payable, accrued expenses and other current liabilities		(823)
Deferred tax liabilities		(637)
Total liabilities assumed		(1,460)
Total		$ 10,634

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Basic and Diluted Net Income (Loss) Per Share (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Basic net income per share:
Net income	$ 11,751	$ 3,628
Weighted average ordinary shares outstanding-basic	37,989,086	37,129,314
Net income per share-basic	$ 0.31	$ 0.10
Diluted net income per share:
Net income	$ 11,751	$ 3,628
Weighted average ordinary shares outstanding-basic	37,989,086	37,129,314
Dilutive effect of ordinary share equivalents	1,036,130	1,237,628
Weighted average ordinary shares outstanding-diluted	39,025,216	38,366,942
Net income per share-diluted	$ 0.30	$ 0.09

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Current assets:
Cash	$ 172,173	$ 175,400
Restricted cash	141
Accounts receivable, net of allowances of $2,877 and $2,200 at March 31, 2015 and December 31, 2014, respectively	20,892	16,876
Deferred tax assets	7,435	7,458
Prepaid expenses and other current assets	14,425	13,379
Total current assets	215,066	213,113
Property and equipment, net	82,456	79,734
Goodwill	38,835	30,207
Intangible assets, net	7,907	6,460
Deferred tax assets, net	6,232	6,353
Other assets	10,729	10,829
Total assets	361,225	346,696
Current liabilities:
Accounts payable	10,534	8,001
Accrued expenses and other current liabilities	24,485	24,307
Deferred revenue	24,319	22,592
Total current liabilities	59,338	54,900
Deferred revenue	9,941	10,241
Accrued income taxes	3,573	3,164
Long-term debt, net of discount of $681 at March 31, 2015	23,069	23,750
Other liabilities	4,100	2,356
Total liabilities	100,021	94,411
Commitments and contingencies (Note 14)
Shareholders' equity:
Additional paid-in capital	306,533	302,881
Accumulated other comprehensive loss	(7,460)	(970)
Accumulated deficit	(38,600)	(50,351)
Total shareholders' equity	261,204	252,285
Total liabilities and shareholders' equity	361,225	346,696
Ordinary Shares
Shareholders' equity:
Common shares, value	$ 731	$ 725

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Other Assets (Non-Current) (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Other Assets, Noncurrent
Deferred commission costs	$ 7,377	$ 7,423
Capitalized costs of in-vehicle devices owned by customers	1,864	2,037
Other	1,488	1,369
Total	$ 10,729	$ 10,829

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Foreign currency translation adjustments, tax	$ 0	$ 0

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Prepaid Expenses and Other Current Assets (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Prepaid Expenses And Other Current Assets
Deferred commission costs	$ 8,162	$ 8,074
Prepaid taxes/taxes receivable	1,755	1,588
Prepaid software license fees and support	1,247	854
Prepaid insurance	1,156	1,021
Prepaid subscription service fees	216	21
Capitalized costs of in-vehicle devices owned by customers	175	360
Other	1,714	1,461
Total	$ 14,425	$ 13,379

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Subsequent Event

3 Months Ended

Mar. 31, 2015

Subsequent Event

15. Subsequent Event

In April 2015, the Company granted service-based restricted stock units (“RSUs”) for the purchase of 137,917 ordinary shares and performance-based restricted stock units (“PSUs”) for the purchase of 128,917 ordinary shares with a grant-date fair value of $44.46. The RSUs have restrictions which lapse four years from the date of grant. Restrictions on the PSUs will lapse based upon the achievement of certain financial performance targets during the applicable performance period, which ends on December 31, 2015. The grant date fair value of the shares is recognized over the requisite period of performance once achievement of criteria is deemed probable. Periodically throughout the performance period, the Company estimates the likelihood of achieving performance goals. Actual results, and future changes in estimates, may differ substantially from the Company’s current estimates. If the targets are not achieved, the shares will be forfeited by the employee.

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Property and Equipment (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015		Dec. 31, 2014
Property, Plant and Equipment [Line Items]
Computer equipment	$ 10,609		$ 10,065
Internal-use software	7,944		7,815
Furniture and fixtures	1,961		1,981
Leasehold improvements	2,698		2,477
Total property and equipment	141,781		136,060
Less: Accumulated depreciation and amortization	(59,325)	[1]	(56,326)	[1]
Property and equipment, net	82,456		79,734
In-vehicle devices-installed
Property, Plant and Equipment [Line Items]
In-vehicle	112,429	[1]	108,181	[1]
In-vehicle devices-uninstalled
Property, Plant and Equipment [Line Items]
In-vehicle	$ 6,140		$ 5,541

[1] During the quarter ended March 31, 2015, the Company removed $2,441 of fully depreciated in-vehicle devices no longer in service.

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Prepaid Expenses and Other Current Assets (Tables)

3 Months Ended

Mar. 31, 2015

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following at March 31, 2015 and December 31, 2014:

	March 31, 2015		December 31, 2014
Deferred commission costs	$	8,162	$	8,074
Prepaid taxes/taxes receivable		1,755		1,588
Prepaid software license fees and support		1,247		854
Prepaid insurance		1,156		1,021
Prepaid subscription service fees		216		21
Capitalized costs of in-vehicle devices owned by customers		175		360
Other		1,714		1,461
Total	$	14,425	$	13,379

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Cash flows from operating activities:
Net income	$ 11,751	$ 3,628
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property and equipment	6,566	4,303
Amortization of capitalized in-vehicle devices owned by customers	426	286
Amortization of intangible assets	585	594
Amortization of deferred commissions, other deferred costs and debt discount	2,486	1,773
Provision for (benefit from) deferred tax assets		78
Provision for accounts receivable allowances	503	790
Unrealized foreign currency transaction (gain) loss	(5,045)	20
Loss on disposal of property and equipment and other assets	559	417
Share-based compensation	4,543	3,004
Excess tax benefits from share-based awards	(1,063)	(96)
Loss on extinguishment of debt	107
Changes in operating assets and liabilities:
Accounts receivable	(4,396)	913
Prepaid expenses and other current and long-term assets	(3,028)	(2,114)
Accounts payable, accrued expenses and other current liabilities	1,485	2,112
Accrued income taxes	423	263
Deferred revenue	1,392	4,287
Net cash provided by (used in) operating activities	17,294	20,258
Cash flows from investing activities:
Purchases of property and equipment	(9,091)	(8,115)
Capitalization of internal-use software costs	(982)	(416)
Proceeds from sale of property and equipment		41
Payment for business acquired, net of cash acquired	(7,673)
Net (increase) decrease in restricted cash	(149)	64
Net cash used in investing activities	(17,895)	(8,426)
Cash flows from financing activities:
Payments of borrowings under Revolving Credit Facility	(23,750)
Proceeds from borrowings under Credit Facility	22,541
Proceeds from exercise of stock options	1,303	770
Taxes paid related to net share settlement of equity awards	(2,551)	(1,368)
Excess tax benefits from share-based awards	1,063	96
Payments of capital lease obligations	(174)	(156)
Payments of notes payable	(210)	(45)
Net cash used in financing activities	(1,778)	(703)
Effect of exchange rate changes on cash	(848)	(108)
Net increase (decrease) in cash	(3,227)	11,021
Cash, beginning of period	175,400	137,171
Cash, end of period	172,173	148,192
Supplemental disclosure of cash flow information:
Cash paid for interest	231	175
Cash paid (refunds received), net for income taxes	129	(370)
Supplemental disclosure of non-cash financing and investing activities:
Acquisition of property and equipment and software through capital leases and notes payable	494	1,315
Additions to property and equipment included in accounts payable or accrued expenses at the balance sheet dates	$ 2,410	$ 2,025

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CONSOLIDATED BALANCE SHEETS (Parenthetical) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Mar. 31, 2015 Ordinary Shares EUR (€)	Dec. 31, 2014 Ordinary Shares EUR (€)
Allowance for Doubtful Accounts Receivable	$ 2,877	$ 2,200
Long-term debt, discount	$ 681
Common shares, par value			€ 0.015	€ 0.015
Common shares, shares authorized			66,666,663	66,666,663
Common shares, shares issued			38,217,823	37,875,815
Common shares, shares outstanding			38,217,823	37,875,815

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Long-term Debt

3 Months Ended

Mar. 31, 2015

Long-term Debt

10. Long-term Debt

Credit Facility

On January 21, 2015, Fleetmatics Group PLC and its subsidiaries Fleetmatics USA, LLC and Fleetmatics Development Limited, as borrowers (the “Company”) entered into a Credit Agreement with Citibank, N.A., as administrative agent, and the lenders party thereto, for a senior, first-priority secured financing comprised of revolving loans, letters of credit and swing line loans in a total maximum amount of $125,000 (the “Credit Facility”). The Credit Facility consists of a five-year multi-currency revolving credit facility in a dollar amount of up to $125,000 which includes a sublimit of $5,000 for letters of credit and a $10,000 swing line facility. The Credit Facility also includes an accordion feature that allows the Company to increase the Credit Facility to a total of $200,000, subject to securing additional commitments from existing lenders or new lending institutions. The Company used the net proceeds of borrowings under the Credit Facility to repay the $23,750 outstanding under the Company’s previously existing revolving credit facility with Wells Fargo Capital Finance, LLC (“Amended Revolving Credit Facility”), and for working capital and other general corporate purposes. As a result of the early repayment of the Amended Revolving Credit Facility, in the three months ended March 31, 2015, the Company recorded a loss on extinguishment of debt of $107, comprised of the write-off of unamortized debt issuance costs.

At the Company’s election, loans made under the Credit Facility bear interest at either (1) a rate per annum equal to (a) the highest of the Administrative Agent’s prime rate, or 0.5% in excess of the Federal Funds Effective Rate or 2.0% in excess of one- month LIBOR (the “Base Rate”), plus an applicable margin, or (2) the one-, two-, three-, or six-month per annum LIBOR for deposits in U.S. dollars, plus an applicable margin. The applicable margin for the revolving loans depends on the Company’s leverage ratio and varies from 0.5% to 1.25%, in the case of Base Rate loans, and from 1.50% to 2.25%, in the case of LIBOR loans. Swing line loans bear interest at the Base Rate. Commitment fees on the average daily unused portion of the Credit Facility (excluding swing line loans) are payable at rates per annum ranging from 0.2% to 0.3%, depending on the Company’s leverage ratio.

On the issuance date of January 21, 2015, the Credit Facility was recorded in the consolidated balance sheet net of discount of $708, related to fees assessed by the lender at the time. The carrying value of this debt is being accreted to the principal amount of the debt by charges to interest expense using the effective-interest method over the five-year term of the Credit Facility to the maturity date. At March 31, 2015, the debt discount balance totaled $681. Accretion amounts recognized as interest expense for the three months ended March 31, 2015 totaled $27. On the issuance date, the Company also capitalized deferred financing costs of $501 related to third-party fees incurred in connection with the Credit Facility. These deferred costs are being amortized through charges to interest expense using the effective-interest method over the five-year term of the Credit Facility to the expiration date. At March 31, 2015, deferred financing cost recorded in other current assets and other assets (non-current) were $100 and $381, and totaled $481. Amortization amounts recognized as interest expense for the three months ended March 31, 2015 totaled $20.

The Credit Facility contains certain customary financial, affirmative and negative covenants including a maximum leverage ratio and minimum interest coverage ratio and negative covenants that limit or restrict, among other things, dividends, secured indebtedness, mergers and fundamental changes, asset dispositions and sales, investments and acquisitions, liens and encumbrances, transactions with affiliates, and other matters customarily restricted in such agreements. Amounts borrowed under the Credit Facility may be repaid and, subject to customary terms and conditions, reborrowed at any time during and up to the maturity date. Any outstanding balance under the Credit Facility is due and payable no later than January 21, 2020. As of March 31, 2015, the Company had outstanding borrowings of $23,750 under the Credit Facility and was in compliance with all such covenants.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2015	Apr. 30, 2015
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1
Trading Symbol	FLTX
Entity Registrant Name	FLEETMATICS GROUP PLC
Entity Central Index Key	0001526160
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		38,225,635

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Income Taxes

3 Months Ended

Mar. 31, 2015

Income Taxes

11. Income Taxes

The Company’s effective income tax rate for the three months ended March 31, 2015 was 11.8%, on pre-tax income of $13,328. The effective tax rate for three months ended March 31, 2015 was lower than the statutory Irish rate of 12.5% primarily due to income being generated in a jurisdiction that has a lower tax rate than the Irish statutory rate and to the Irish research and development tax credit. The Company made a change to its organizational structure that impacted the jurisdictional mix of profits and was favorable to our income tax expense. The decrease associated with these items was partially offset by the recording of uncertain tax positions including interest and penalties.

The Company’s effective income tax rate for the three months ended March 31, 2014 was 29.8%, on pre-tax income of $5,170. The effective tax rate for three months ended March 31, 2014 was higher than the statutory Irish rate of 12.5% primarily due to income being generated in jurisdictions that have a higher tax rate than the Irish statutory rate and to the recording of uncertain tax positions including interest and penalties. The increase associated with these items was partially offset by the Irish research and development tax credit.

It is reasonably possible that within the next 12 months the Company’s unrecognized tax benefits, exclusive of interest, may decrease by up to $1,002. This is primarily due to statute of limitations expiring for the recognition of these tax benefits of one of the Company’s non-Irish subsidiaries in 2015.

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Subscription revenue	$ 65,471	$ 51,897
Cost of subscription revenue	17,185	12,746
Gross profit	48,286	39,151
Operating expenses:
Sales and marketing	23,269	18,362
Research and development	4,597	4,177
General and administrative	11,685	11,272
Total operating expenses	39,551	33,811
Income from operations	8,735	5,340
Interest income (expense), net	(269)	(163)
Foreign currency transaction gain (loss), net	4,969	(48)
Loss on extinguishment of debt	(107)
Other income (expense), net		41
Income before income taxes	13,328	5,170
Provision for income taxes	1,577	1,542
Net income	$ 11,751	$ 3,628
Net income per share:
Basic	$ 0.31	$ 0.10
Diluted	$ 0.30	$ 0.09
Weighted average ordinary shares outstanding:
Basic	37,989,086	37,129,314
Diluted	39,025,216	38,366,942

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Business Combination

3 Months Ended

Mar. 31, 2015

Business Combination

5. Business Combination

On February 19, 2015, the Company acquired all of the stock and equity interests of Ornicar SAS (“Ornicar”), a France-based privately-held SaaS provider of fleet management solutions. The total consideration of $10,634 consisted of $8,395 of cash paid to acquire all of the assets of Ornicar and to assume a nominal amount of liabilities and $2,239 of contingent consideration. The excess of the purchase price over the fair values of assets acquired and liabilities assumed was recorded as goodwill of $8,628. This acquisition reflects the Company’s global growth strategy to further expand into mainland Europe and to acquire additional customers in new territories.

The following table summarizes the purchase price for Ornicar and the estimated fair values of the separately identifiable assets acquired and liabilities assumed as of February 19, 2015:

Purchase consideration:
Total purchase price, net of cash acquired	$	9,912
Cash acquired		722
Total purchase consideration	$	10,634
Assets acquired and liabilities assumed:
Cash	$	722
Accounts receivable		297
Prepaid expenses and other current assets		423
Property and equipment		103
Other long-term assets		7
Identifiable intangible assets		1,914
Goodwill		8,628
Total assets acquired, inclusive of goodwill		12,094
Accounts payable, accrued expenses and other current liabilities		(823	)
Deferred tax liabilities		(637	)
Total liabilities assumed		(1,460	)
Total	$	10,634

The estimated fair value of the intangible assets acquired as of the acquisition date was $1,914 with a useful life of three to eight years. The acquired intangible assets consisted of customer relationships, developed technology and trademarks.

The results of Ornicar have been included in the consolidated financial statements from the acquisition date of February 19, 2015. The results of Ornicar were not included in pro forma combined historical results of operation of the Company as they are not material.

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Property and Equipment

3 Months Ended

Mar. 31, 2015

Property and Equipment

4. Property and Equipment

Property and equipment consisted of the following at March 31, 2015 and December 31, 2014:

	March 31, 2015			December 31, 2014
In-vehicles—installed(1)	$	112,429		$	108,181
In-vehicles devices—uninstalled		6,140			5,541
Computer equipment		10,609			10,065
Internal-use software		7,944			7,815
Furniture and fixtures		1,961			1,981
Leasehold improvements		2,698			2,477
Total property and equipment		141,781			136,060
Less: Accumulated depreciation and amortization(1)		(59,325	)		(56,326	)
Property and equipment, net	$	82,456		$	79,734

(1) During the quarter ended March 31, 2015, the Company removed $2,441 of fully depreciated in-vehicle devices no longer in service.

Depreciation and amortization expense related to property and equipment totaled $6,566 and $4,303 for the three months ended March 31, 2015 and 2014, respectively. Of those amounts, $5,974 and $3,864 for the three months ended March 31, 2015 and 2014, respectively, was recorded in cost of subscription revenue primarily related to depreciation of installed in-vehicle devices and amortization of internal-use software and the remaining costs were included in various operating expenses. The carrying value of installed in-vehicle devices (including shipping and installation costs), net of accumulated depreciation, was $63,679 and $61,804 at March 31, 2015 and December 31, 2014, respectively. Foreign exchange differences contribute to changes in the carrying value of installed in-vehicle devices.

During the three months ended March 31, 2015 and 2014, the Company capitalized costs of $982 and $416, respectively, associated with the development of its internal-use software related to its on-demand software accessed by customers via its website as well as customization and development of its internal business systems. Amortization expense of the internal-use software totaled $478 and $114 during the three months ended March 31, 2015 and 2014, respectively. The carrying value of capitalized internal-use software was $5,188 and $5,325 as of March 31, 2015 and December 31, 2014, respectively. Foreign exchange differences also contribute to changes in the carrying value of internal-use software.

As of March 31, 2015 and December 31, 2014, the gross amount of assets under capital leases totaled $3,496 and $3,327, respectively, and related accumulated amortization totaled $1,479 and $1,459, respectively.

During the three months ended March 31, 2015 and 2014, the Company expensed $559 and $417, respectively, in conjunction with the replacement of installed in-vehicle devices resulting from the Company’s proactive migration to the most recent technology and to a lesser degree a required replacement of those devices. The expense was recorded in cost of subscription revenue and is included in loss on disposal of property and equipment and other assets in the consolidated statements of cash flows.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2015

Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries after elimination of all significant intercompany accounts and transactions. All dollar amounts in the financial statements and in the notes to the consolidated financial statements, except share and per share amounts, are stated in thousands of U.S. dollars unless otherwise indicated.

The accompanying consolidated balance sheet as of March 31, 2015, the consolidated statements of operations, the consolidated statements of comprehensive income, and the consolidated statements of cash flows for the three months ended March 31, 2015 and 2014 are unaudited. The interim unaudited financial statements have been prepared on the same basis as the annual audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2015, the results of its operations, its comprehensive income, and its cash flows for the three months ended March 31, 2015 and 2014. The consolidated financial data and other information disclosed in these notes related to the three months ended March 31, 2015 and 2014 are also unaudited. The results for the three months ended March 31, 2015 are not necessarily indicative of results to be expected for the year ending December 31, 2015 or for any other interim periods or future year.

Certain information and footnote disclosures normally included in the Company’s annual audited consolidated financial statements and accompanying notes have been condensed or omitted in these interim financial statements. Accordingly, these unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2014 included in its Annual Report on Form 10-K (“Annual Report”) filed with the Securities and Exchange Commission on February 27, 2015.

Fair Value Measurements

Fair Value Measurements

Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable, is used to measure fair value:

• Level 1—Quoted prices in active markets for identical assets or liabilities. Fleetmatics did not have any financial assets and liabilities as of March 31, 2015 designated as Level 1.

• Level 2—Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Fleetmatics did not have any financial assets and liabilities as of March 31, 2015 designated as Level 2.

• Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. Fleetmatics has a contingent consideration assumed as a result of the Ornicar acquisition of $2.2 million as of March 31, 2015 designated as Level 3. The Company’s contingent purchase consideration is valued by probability weighting expected payment scenarios and then applying a discount based on the present value of the future cash flow streams. This liability is classified as Level 3 because the probability weighting of future payment scenarios is based on assumptions developed by management. The Company determined a probability weighting that is weighted towards Ornicar achieving certain unit sales and pricing targets at the time of acquisition and the discount rate that is based on the Company’s weighted average cost of capital which is then adjusted for the time value of money. The probability weighting will be adjusted as the actual results provide the Company with more reliable information to weight the probability scenarios.

The carrying values of accounts receivable, accounts payable and accrued expenses and other liabilities (with the exception of the Level 3 fair value measurement noted above) approximate fair value due to the short-term nature of these assets and liabilities. As of March 31, 2015 and December 31, 2014, the Company had no other assets or liabilities that would be classified under this fair value hierarchy.

Deferred Commissions

Deferred Commissions

The Company capitalizes commission costs that are incremental and directly related to the acquisition of customer contracts. For the majority of its customer contracts, the Company pays commissions in full when it receives the initial customer contract for a new subscription or a renewal subscription. For all other customer contracts, the Company pays commissions in full when it receives the initial customer payment for a new subscription or a renewal subscription. Commission costs are capitalized upon payment and are amortized as expense ratably over the term of the related non-cancelable customer contract, in proportion to the recognition of the subscription revenue. If a subscription agreement is terminated, the unamortized portion of any deferred commission cost is recognized as expense immediately.

Commission costs capitalized during the three months ended March 31, 2015 and 2014 totaled $2,549 and $2,020, respectively. Amortization of deferred commissions totaled $2,439 and $1,758 for the three months ended March 31, 2015 and 2014, respectively, and is included in sales and marketing expense in the consolidated statements of operations. Deferred commission costs, net of amortization, are included in other current and long-term assets in the consolidated balance sheets and totaled $15,538 and $15,496 as of March 31, 2015 and December 31, 2014, respectively. Foreign exchange differences also contribute to changes in the net amount of these deferred commission costs.

Capitalized In-Vehicle Device Costs

Capitalized In-Vehicle Device Costs

For customer arrangements in which we retain ownership of the in-vehicle devices installed in a customer’s fleet, we capitalize the cost of the in-vehicle devices (including installation and shipping costs) as a component of property and equipment in our consolidated balance sheets, and we depreciate these assets on a straight-line basis over their estimated useful life, which is currently six years. If a customer subscription agreement is canceled or expires prior to the end of the expected useful life of the in-vehicle device, the carrying value of the asset is depreciated in full with expense immediately recorded as cost of subscription revenue. The carrying value of these installed in-vehicle devices (including installation and shipping costs) was $63.7 million and $61.8 million at March 31, 2015 and December 31, 2014, respectively. Depreciation of these installed in-vehicle devices totaled is included in cost of subscription revenue in our consolidated statements of operations.

For the limited number of customer arrangements in which title to the in-vehicle devices transfers to the customer upon delivery or installation of the in-vehicle device (for which the Company receives an up-front fee from the customer), the Company defers the costs of the installed in-vehicle devices (including installation and shipping costs) as they are directly related to the revenue that the Company derives from the sale of the devices and that it recognizes ratably over the estimated average customer relationship period of six years. The Company capitalizes these in-vehicle device costs and amortizes the deferred costs as expense ratably over the estimated average customer relationship period, in proportion to the recognition of the up-front fee revenue.

Costs of in-vehicle devices owned by customers that were capitalized during the three months ended March 31, 2015 and 2014 totaled $12 and $31, respectively. Amortization of these capitalized costs totaled $426 and $286 for the three months ended March 31, 2015 and 2014, respectively, and is included in cost of subscription revenue in the consolidated statements of operations. Capitalized costs related to these in-vehicle devices of which title has transferred to customers, net of amortization, are included in other current and long-term assets in the consolidated balance sheets and totaled $2,039 and $2,398 as of March 31, 2015 and December 31, 2014, respectively.

Recently Issued and Adopted Accounting Pronouncements

Recently Issued and Adopted Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-03, Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Prior to the issuance of the standard, debt issuance costs were required to be presented in the balance sheet as an asset. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2015. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements — Going Concern (“ASU 2014-15”). ASU 2014-15 addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The standard requires either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). In April 2015, the FASB proposed deferring the effective date of the new accounting guidance related to revenue recognition by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also proposed permitting early adoption of the standard, but not before the original effective date of December 15, 2017. We are in the process of evaluating the impact that the adoption of the new revenue recognition standard issued in May 2014 will have on our consolidated financial statements and footnote disclosures. The Company is currently assessing the potential impact of the ASU No. 2014-09 on its consolidated financial statements.

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Share-Based Awards

3 Months Ended

Mar. 31, 2015

Share-Based Awards

12. Share-Based Awards

2011 Stock Option and Incentive Plan

In September 2011, the Board of Directors adopted and the Company’s shareholders approved the 2011 Stock Option and Incentive Plan (the “2011 Plan”). The 2011 Plan permits the Company to make grants of incentive stock options, non-qualified stock options, restricted stock units and cash-based awards at an exercise price no less than the fair market value per share of the Company’s ordinary shares on the grant date and with a maximum term of seven years. These awards may be granted to the Company’s employees and non-employee directors. In February 2014, pursuant to the terms of the 2011 Plan, the number of ordinary shares reserved for issuance under the 2011 Plan automatically increased by 1,761,450 shares from 1,883,334 to 3,644,784, calculated as 4.75% of the January 31, 2014 ordinary shares issued and outstanding. In February 2015, pursuant to the terms of the 2011 Plan, the number of ordinary shares reserved for issuance under the 2011 Plan automatically increased by 1,800,126 shares from 3,644,784 to 5,444,910, calculated as 4.75% of the January 31, 2015 ordinary shares issued and outstanding. This number is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization.

The Company grants share-based awards with employment service conditions only (“service-based” awards) and share-based awards with both employment service and performance conditions (“performance-based” awards). The Company applies the fair value recognition provisions for all share-based awards granted or modified and records compensation costs over the requisite service period of the award based on the grant-date fair value. The straight-line method is applied to all service-based awards granted, while the graded-vesting method is applied to all performance-based awards granted. The requisite service period for service-based awards is generally four years, with restrictions lapsing evenly over the period.

Stock Option Activity

Stock option activity during the three months ended March 31, 2015 was as follows:

	Number of Shares Under Option			Weighted Average Exercise Price
Outstanding at December 31, 2014		850,247		$	5.76
Granted		—
Exercised		(228,118	)	$	5.71
Forfeited and canceled		—		$	—
Outstanding at March 31, 2015		622,129		$	5.78
Vested and expected to vest at March 31, 2015		617,017		$	5.75
Exercisable at March 31, 2015		519,508		$	4.96

2012 Employee Share Purchase Plan

In September 2012, the Company’s Board of Directors adopted and its shareholders approved the 2012 Employee Share Purchase Plan, which became effective upon the closing of the Company’s initial public offering (“IPO”) in October 2012. The 2012 Employee Share Purchase Plan authorizes the issuance of up to 400,000 ordinary shares to participating employees.

All employees who have been employed for at least 30 days and whose customary employment is for more than 20 hours per week are eligible to participate in the 2012 Employee Share Purchase Plan. Any employee who owns 5% or more of the voting power or value of ordinary shares is not eligible to purchase shares under the 2012 Employee Share Purchase Plan. The Company will make one or more offerings each year to its employees to purchase shares under the 2012 Employee Share Purchase Plan. The first offering began during 2013 and subsequent offerings will usually begin on each May 1st and November 1st and will continue for six-month periods, referred to as offering periods. Each eligible employee may elect to participate in any offering by submitting an enrollment form at least 15 days before the relevant offering date.

Each employee who is a participant in the 2012 Employee Share Purchase Plan may purchase shares by authorizing payroll deductions of up to 15% of his or her base compensation during an offering period. Unless the participating employee has previously withdrawn from the offering, his or her accumulated payroll deductions will be used to purchase ordinary shares on the last business day of the offering period at a price equal to 85% of the fair market value of the ordinary shares on the first business day or the last business day of the offering period, whichever is lower, provided that no more than 2,500 ordinary shares may be purchased by any one employee during each offering period. Under applicable tax rules, an employee may purchase no more than $25 worth of ordinary shares, valued at the start of the purchase period, under the 2012 Employee Share Purchase Plan in any calendar year.

The accumulated payroll deductions of any employee who is not a participant on the last day of an offering period will be refunded. An employee’s rights under the 2012 Employee Share Purchase Plan terminate upon voluntary withdrawal from the plan or when the employee ceases employment with us for any reason.

The 2012 Employee Share Purchase Plan may be terminated or amended by the Board of Directors at any time. An amendment that increases the number of ordinary shares that are authorized under the 2012 Employee Share Purchase Plan and certain other amendments require the approval of the Company’s shareholders.

Restricted Stock Unit Awards

On February 20, 2015, the Company granted service-based restricted stock units (“RSUs”) for the purchase of 667,185 ordinary shares and performance-based restricted stock units (“PSUs”) for the purchase of 224,250 ordinary shares with a grant-date fair value of $38.88. The RSUs have restrictions which lapse four years from the date of grant. Restrictions on the PSUs will lapse based upon the achievement of certain financial performance targets during the applicable performance period, which ends on December 31, 2015. The grant date fair value of the shares is recognized over the requisite period of performance once achievement of criteria is deemed probable. Periodically throughout the performance period, the Company estimates the likelihood of achieving performance goals. Actual results, and future changes in estimates, may differ substantially from the Company’s current estimates. If the targets are not achieved, the shares will be forfeited by the employee.

Share-based Compensation

The Company recognized share-based compensation expense from all awards in the following expense categories:

	Three Months Ended March 31,
	2015		2014
Cost of subscription revenue	$	251	$	147
Sales and marketing		1,824		1,173
Research and development		673		397
General and administrative		1,795		1,287
Total	$	4,543	$	3,004

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Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 31, 2015

Accrued Expenses and Other Current Liabilities

8. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of March 31, 2015 and December 31, 2014:

	March 31, 2015		December 31, 2014
Accrued payroll and related expenses	$	9,857	$	10,862
Accrued professional fees		2,702		3,137
Accrued income taxes		1,724		1,869
Accrued marketing expense		1,239		934
Contingent consideration		1,091		—
Accrued insurance expense		861		337
Other		7,011		7,168
Total	$	24,485	$	24,307

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Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2015

Goodwill and Intangible Assets

6. Goodwill and Intangible Assets

As of March 31, 2015 and December 31, 2014, the carrying amount of goodwill was $38,835 and $30,207, respectively, and resulted from the acquisition of Ornicar in February 2015, KKT Srl (“KKT”) in May 2014, Connect2Field Holdings Pty Limited (“Connect2Field”) in August 2013 and SageQuest in July 2010. No impairment of goodwill was recorded during the three months ended March 31, 2015 or the year ended December 31, 2014.

The change in the carrying amount of goodwill for the three months ended March 31, 2015 was as follows (in thousands):

Balance at January 1, 2015	$	30,207
Acquisition of Ornicar		8,628
Balance at March 31, 2015	$	38,835

Intangible assets consisted of the following as of March 31, 2015 and December 31, 2014, with gross and net amounts of foreign currency-denominated intangible assets reflected at March 31, 2015 and December 31, 2014 exchange rates, respectively:

	March 31, 2015
	Gross Amount		Accumulated Amortization			Carrying Value
Customer relationships	$	12,757	$	(7,750	)	$	5,007
Acquired developed technology		5,640		(2,985	)		2,655
Trademarks		523		(393	)		130
Patent		193		(78	)		115
Total	$	19,113	$	(11,205	)	$	7,907
	December 31, 2014
	Gross Amount		Accumulated Amortization			Carrying Value
Customer relationships	$	11,100	$	(7,471	)	$	3,629
Acquired developed technology		5,506		(2,822	)		2,684
Trademarks		400		(387	)		13
Patent		219		(85	)		134
Total	$	17,225	$	(10,765	)	$	6,460

Amortization expense related to intangible assets was $585 and $594 for the three months ended March 31, 2015 and 2014, respectively. Of those amounts, amortization expense of $300 and $258 for the three months ended March 31, 2015 and 2014, respectively, was included in the cost of subscription revenue in the consolidated statements of operations, and amortization expense of $285 and $336 for the three months ended March 31, 2015 and 2014, respectively, was included in sales and marketing expense in the consolidated statements of operations.

We currently expect to amortize the following remaining amounts of intangible assets held at March 31, 2015 in the fiscal periods as follows:

Year ending December 31,
2015	$	2,195
2016		2,164
2017		1,369
2018		989
2019		780
Thereafter		410
	$	7,907

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Other Assets

3 Months Ended

Mar. 31, 2015

Other Assets

7. Other Assets

Other assets (non-current) consisted of the following as of March 31, 2015 and December 31, 2014:

	March 31, 2015		December 31, 2014
Deferred commission costs	$	7,377	$	7,423
Capitalized costs of in-vehicle devices owned by customers		1,864		2,037
Other		1,488		1,369
Total	$	10,729	$	10,829

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Other Liabilities

3 Months Ended

Mar. 31, 2015

Other Liabilities

9. Other Liabilities

Other liabilities (non-current) consisted of the following as of March 31, 2015 and December 31, 2014:

	March 31, 2015		December 31, 2014
Accrued rent	$	1,331	$	1,371
Capital lease obligations		1,008		918
Contingent consideration		1,150		67
Deferred tax liabilities		611		—
Total	$	4,100	$	2,356

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Summary of Significant Accounting Policies - Additional Information (Detail) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Significant Accounting Policies [Line Items]
Other assets, fair value disclosure	$ 0		$ 0
Other liabilities, fair value disclosure	0		0
Capitalized/deferred costs, amortization	426,000	286,000
Deferred Commissions
Significant Accounting Policies [Line Items]
Capitalized/deferred costs	2,549,000	2,020,000
Deferred Commissions | Sales and Marketing
Significant Accounting Policies [Line Items]
Capitalized/deferred costs, amortization	2,439,000	1,758,000
Deferred Commissions | Other Current Assets and Other Long-Term Assets
Significant Accounting Policies [Line Items]
Capitalized/deferred costs, net	15,538,000		15,496,000
Capitalized In-Vehicle Device Costs
Significant Accounting Policies [Line Items]
Capitalized/deferred costs	12,000	31,000
Capitalized/deferred costs, net	63,700,000		61,800,000
Capitalized In-Vehicle Device Costs | Cost Of Revenues Subscription
Significant Accounting Policies [Line Items]
Capitalized/deferred costs, amortization	426,000	286,000
Capitalized In-Vehicle Device Costs | Other Current Assets and Other Long-Term Assets
Significant Accounting Policies [Line Items]
Capitalized/deferred costs, net	2,039,000		2,398,000
Ornicar
Significant Accounting Policies [Line Items]
Contingent consideration, liability	$ 2,200,000
Customer Relationships | Weighted Average
Significant Accounting Policies [Line Items]
Intangible asset, estimated useful life	6 years

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Stock Option Activity (Detail) (Stock Options, USD $)	3 Months Ended
	Mar. 31, 2015
Stock Options
Number of Shares
Outstanding at beginning of period	850,247
Granted	0
Exercised	(228,118)
Forfeited and canceled	0
Outstanding at end of period	622,129
Vested and expected to vest at end of period	617,017
Exercisable at end of period	519,508
Weighted-Average Exercise Price per Share
Outstanding at beginning of period	$ 5.76
Granted	$ 0
Exercised	$ 5.71
Forfeited and canceled	$ 0
Outstanding at end of period	$ 5.78
Vested and expected to vest at end of period	$ 5.75
Exercisable at end of period	$ 4.96

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2015

Commitments and Contingencies

14. Commitments and Contingencies

Lease Commitments

The Company leases its office space under non-cancelable operating leases, some of which contain payment escalations. The Company recognizes rent expense on a straight-line basis over the non-cancelable lease term and records the difference between cash rent payments and rent expense recognized in the consolidated statements of operations as accrued rent within accrued expenses (current) and other liabilities (non-current). The Company also leases office equipment under operating leases that expire at various dates through 2019.

Future minimum lease payments under non-cancelable operating and capital leases at March 31, 2015 are as follows:

Years Ending December 31,	Operating Leases		Capital Leases			Total
Remaining 2015	$	7,693	$	681		$	8,374
2016		7,212		760			7,972
2017		6,560		416			6,976
2018		3,047		44			3,091
2019		1,867		—			1,867
Thereafter		1,962		—			1,962
Total	$	28,341		1,901		$	30,242
Less amount representing interest				(92	)
Present value of minimum lease payments			$	1,809

Data Center Agreements

The Company has agreements with various vendors to provide specialized space and services for the Company to host its software application. Future minimum payments under non-cancelable data center agreements at March 31, 2015 totaling $765 which will become payable in the year ending December 31, 2015.

Purchase Commitments

As of March 31, 2015, the Company had non-cancelable purchase commitments related to telecommunications, subscription fees for third-party data (such as Internet maps) and subscription fees for software services totaling $8,831, of which $3,671, $2,805, and $2,355 will become payable in the years ending December 31, 2015, 2016, and 2017, respectively.

Indemnification Agreements

In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements, from services to be provided by the Company, or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and certain of its officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on its consolidated financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its consolidated financial statements as of March 31, 2015 and December 31, 2014.

Litigation

From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. In addition, the Company may receive notification alleging infringement of patent or other intellectual property rights. The Company is not a party to any material legal proceedings, nor is the Company aware of any pending or threatened litigation, that, in its opinion, would have a material adverse effect on its business or its consolidated financial position, results of operations or cash flows should such litigation be resolved unfavorably. The Company accrues contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated.

On December 19, 2013, GPNE Corp. filed a complaint against the Company (GPNE Corp. v. Fleetmatics USA, LLC, Civil Action No. 13-2049) in the United States District Court for the District of Delaware alleging infringement of certain U.S. patents. The parties executed an agreement to settle the claims for an amount that is not material to the business of the Company and on April 15, 2015 GPNE filed a joint stipulation of dismissal. The Court dismissed the case with prejudice on April 16, 2015 and the case is now closed.

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Business Combination (Tables)

3 Months Ended

Mar. 31, 2015

Business Acquisition, Purchase Price and Fair Values of Identifiable Assets Acquired and Liabilities Assumed

The following table summarizes the purchase price for Ornicar and the estimated fair values of the separately identifiable assets acquired and liabilities assumed as of February 19, 2015:

Purchase consideration:
Total purchase price, net of cash acquired	$	9,912
Cash acquired		722
Total purchase consideration	$	10,634
Assets acquired and liabilities assumed:
Cash	$	722
Accounts receivable		297
Prepaid expenses and other current assets		423
Property and equipment		103
Other long-term assets		7
Identifiable intangible assets		1,914
Goodwill		8,628
Total assets acquired, inclusive of goodwill		12,094
Accounts payable, accrued expenses and other current liabilities		(823	)
Deferred tax liabilities		(637	)
Total liabilities assumed		(1,460	)
Total	$	10,634

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Income Taxes - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Income Taxes [Line Items]
Effective income tax rate	11.80%	29.80%
Pre-tax income	$ 13,328	$ 5,170
Ireland statutory corporate income tax rate	12.50%	12.50%
Change in unrecognized tax benefits that is reasonably possible within the next 12 months	$ 1,002

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Goodwill and Intangible Assets - Additional Information (Detail) (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Goodwill and Intangible Assets Disclosure [Line Items]
Goodwill	$ 38,835,000		$ 30,207,000
Impairment of goodwill	0		0
Amortization expense	585,000	594,000
Amortization expense included in cost of subscription revenue	300,000	258,000
Selling and Marketing Expense
Goodwill and Intangible Assets Disclosure [Line Items]
Amortization expense	$ 285,000	$ 336,000

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Net income	$ 11,751	$ 3,628
Other comprehensive loss:
Foreign currency translation adjustment, net of tax of $0	(6,490)	(81)
Total other comprehensive loss	(6,490)	(81)
Comprehensive income	$ 5,261	$ 3,547

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Prepaid Expenses and Other Current Assets

3 Months Ended

Mar. 31, 2015

Prepaid Expenses and Other Current Assets

3. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following at March 31, 2015 and December 31, 2014:

	March 31, 2015		December 31, 2014
Deferred commission costs	$	8,162	$	8,074
Prepaid taxes/taxes receivable		1,755		1,588
Prepaid software license fees and support		1,247		854
Prepaid insurance		1,156		1,021
Prepaid subscription service fees		216		21
Capitalized costs of in-vehicle devices owned by customers		175		360
Other		1,714		1,461
Total	$	14,425	$	13,379

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Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2015

Change in Carrying Amount of Goodwill

The change in the carrying amount of goodwill for the three months ended March 31, 2015 was as follows (in thousands):

Balance at January 1, 2015	$	30,207
Acquisition of Ornicar		8,628
Balance at March 31, 2015	$	38,835

Intangible Assets

Intangible assets consisted of the following as of March 31, 2015 and December 31, 2014, with gross and net amounts of foreign currency-denominated intangible assets reflected at March 31, 2015 and December 31, 2014 exchange rates, respectively:

	March 31, 2015
	Gross Amount		Accumulated Amortization			Carrying Value
Customer relationships	$	12,757	$	(7,750	)	$	5,007
Acquired developed technology		5,640		(2,985	)		2,655
Trademarks		523		(393	)		130
Patent		193		(78	)		115
Total	$	19,113	$	(11,205	)	$	7,907
	December 31, 2014
	Gross Amount		Accumulated Amortization			Carrying Value
Customer relationships	$	11,100	$	(7,471	)	$	3,629
Acquired developed technology		5,506		(2,822	)		2,684
Trademarks		400		(387	)		13
Patent		219		(85	)		134
Total	$	17,225	$	(10,765	)	$	6,460

Expected Intangible Asset Amortization Expense

We currently expect to amortize the following remaining amounts of intangible assets held at March 31, 2015 in the fiscal periods as follows:

Year ending December 31,
2015	$	2,195
2016		2,164
2017		1,369
2018		989
2019		780
Thereafter		410
	$	7,907

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Property and Equipment - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Property, Plant and Equipment [Line Items]
Depreciation and amortization of property and equipment	$ 6,566	$ 4,303
Depreciation and amortization expense, recorded in cost of subscription revenue	5,974	3,864
Carrying value of installed in-vehicle devices, net of accumulated depreciation	63,679		61,804
Capitalized costs, associated with development of internal-use software	982	416
Amortization expense of the internal-use software	478	114
Carrying value of capitalized internal-use software	5,188		5,325
Gross amount of assets under capital leases	3,496		3,327
Assets under capital leases, accumulated amortization	1,479		1,459
In-vehicle devices-installed
Property, Plant and Equipment [Line Items]
Expense in conjunction with the replacement of installed in-vehicle devices that had become defective	$ 559	$ 417

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Net Income per Share

3 Months Ended

Mar. 31, 2015

Net Income per Share

13. Net Income per Share

Basic and diluted net income per share attributable to ordinary shareholders was calculated as follows for the three months ended March 31, 2015 and 2014:

	Three Months Ended March 31,
	2015		2014
Basic net income per share:
Numerator:
Net income	$	11,751	$	3,628
Denominator:
Weighted average ordinary shares outstanding—basic		37,989,086		37,129,314
Net income per share—basic	$	0.31	$	0.10
Diluted net income per share:
Numerator:
Net income	$	11,751	$	3,628
Denominator:
Weighted average ordinary shares outstanding—basic		37,989,086		37,129,314
Dilutive effect of ordinary share equivalents		1,036,130		1,237,628
Weighted average ordinary shares outstanding—diluted		39,025,216		38,366,942
Net income per share—diluted	$	0.30	$	0.09