Common use of Corporate Authority Relative to this Agreement; No Violation Clause in Contracts

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK has all requisite corporate or similar power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and to consummate the portions of the Transaction to be completed prior to the Aon CSA. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement has been duly and validly authorized by the Aon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board of Directors and (in the case of the issuance of Aon Shares in connection with the Acquisition, except for (i) receipt of the Aon Shareholder Approval, (ii) the Required Assignment, and (iii) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court), no other corporate proceedings on the part of Aon or any Aon Subsidiary are necessary to authorize the consummation of the Transactions and pursuant to the Expenses Reimbursement Agreement. On or prior to the date hereof, the Aon UK Board of Directors has determined that the Transactions are advisable and in the best interests of Aon UK and the Aon Shareholders and accordingly, the Aon UK Board of Directors expect that, following the appointment of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, they will, subject to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board Recommendation. This Agreement has been duly and validly executed and delivered by Aon and, assuming this Agreement constitutes the valid and binding agreement of WTW, constitutes the valid and binding agreement of Aon, enforceable against Aon in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (ai) Aon UK Allergan has all requisite corporate or similar power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and and, subject to receipt of the Allergan Shareholder Approval, to consummate the portions of transactions contemplated hereby and thereby, including the Transaction to be completed prior to the Aon CSAAcquisition. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement has and the consummation of the transactions contemplated hereby (including the Acquisition) and thereby have been duly and validly authorized by the Aon Allergan Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board of Directors and (in the case of the issuance of Aon Shares in connection with the Acquisitionand, except for (i) receipt of the Aon Shareholder Approval, (iiA) the Required Assignment, Allergan Shareholder Approval and (iiiB) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court), and the filing of the Court Order with the Registrar of Companies, no other corporate proceedings on the part of Aon or any Aon Subsidiary Allergan are necessary to authorize the consummation of the Transactions transactions contemplated hereby (including the Acquisition) and pursuant to the Expenses Reimbursement Agreement. On or prior to the date hereof, the Aon UK Allergan Board of Directors has determined that the Transactions transactions contemplated by this Agreement are advisable fair to and in the best interests of Aon UK Allergan and the Aon Allergan Shareholders and accordingly, the Aon UK Board of Directors expect that, following the appointment of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, they willadopted a resolution to make, subject to Section 7.4 5.3 and to the obligations of the Aon Ireland Allergan Board of Directors under applicable Lawthe Takeover Rules, make the Aon Board RecommendationScheme Recommendation and the recommendation contemplated by Section 3.6(c). This Agreement has been duly and validly executed and delivered by Aon Allergan and, assuming this Agreement constitutes the valid and binding agreement of WTWthe AbbVie Parties, constitutes the valid and binding agreement of AonAllergan, enforceable against Aon Allergan in accordance with its terms, except that (i) such enforcement may be subject to (x) applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (iiy) general equitable remedies of specific performance principles, whether considered in a proceeding at law or equity (together, (x) and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought(y), “Equitable Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK Seller has all requisite corporate or similar power and authority to enter into this Agreement and the Expenses Reimbursement Agreement Ancillary Agreements to be executed and delivered by Seller and to consummate the portions of transactions contemplated hereby and thereby. At the Transaction Closing, each applicable Seller Entity will have all requisite corporate power and authority to enter into the Ancillary Agreements to be completed prior executed and delivered by such Seller Entity and to consummate the Aon CSAtransactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement has Ancillary Agreements to be executed and delivered by Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Aon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board of Directors and (in the case of the issuance of Aon Shares in connection with the Acquisition, except for (i) receipt of the Aon Shareholder Approval, (ii) the Required AssignmentSeller, and (iii) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court), no other corporate proceedings on the part of Aon or any Aon Subsidiary Seller are necessary to authorize the consummation of the Transactions transactions contemplated hereby and pursuant to thereby. At the Expenses Reimbursement Agreement. On or prior to the date hereofClosing, the Aon UK execution and delivery of the Ancillary Agreements to be executed and delivered by each applicable Seller Entity and the consummation of the transactions contemplated hereby and thereby will have been duly and validly authorized by the Board of Directors has determined that the Transactions are advisable Directors, and in the best interests of Aon UK and the Aon Shareholders and accordinglyif necessary, the Aon UK Board stockholders or members, of Directors expect thateach applicable Seller Entity, following and no other corporate proceedings on the appointment part of such Seller Entity will be necessary to authorize the consummation of the Aon Ireland Board of Directors upon completion of the Aon CSA transactions contemplated hereby and the Required Assignment, they will, subject to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board Recommendationthereby. This Agreement has been duly and validly executed and delivered by Aon Seller, and the Ancillary Agreements to be executed and delivered by each applicable Seller Entity will, as of the Closing, have been, duly and validly executed and delivered by each such Seller Entity and, assuming this Agreement constitutes the valid and binding agreement of WTW, Buyer and each of the Ancillary Agreements constitutes the valid and binding agreement of Aonthe other parties thereto, this Agreement constitutes, and as of the Closing, the Ancillary Agreements to be executed and delivered by each applicable Seller Entity will constitute, the valid and binding agreement of Seller and such Seller Entity, enforceable against Aon Seller and such Seller Entity in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK The Company has all the requisite corporate or similar power and authority to enter into this Agreement, the Voting Agreement, the OpCo Spin-Off Agreements and each other document to be entered into by the Company in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Company Transaction Documents”) and, subject to receipt of approval of this Agreement by holders of at least a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) and the Expenses Reimbursement Agreement and occurrence of the shareholder advisory vote contemplated by Rule 14a-21(c) under the Exchange Act, regardless of the outcome of such vote (the “Company Stockholder Advisory Vote”), to consummate the portions of the Transaction to be completed prior to the Aon CSAtransactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and the Expenses Reimbursement Voting Agreement and the consummation of the transactions contemplated hereby has been, and the execution and delivery of the other Company Transaction Documents and the consummation of the transactions contemplated thereby has been or shall be, duly and validly authorized by the Aon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Company Board of Directors and (in the case of the issuance of Aon Shares in connection with the Acquisitionand, except for (i) receipt the Company Stockholder Approval, the occurrence of the Aon Shareholder Approval, (ii) the Required Assignment, Company Stockholder Advisory Vote and (iii) the filing of the required documents and other actions in connection Certificate of Merger with the Scheme with, and to receipt Secretary of the required approval State of the Scheme by, the High Court)Delaware, no other corporate proceedings on the part of Aon the Company or any Aon Subsidiary vote of the Company’s securityholders are necessary to authorize the consummation of the Transactions and pursuant to the Expenses Reimbursement Agreementtransactions contemplated hereby. On or prior to the date hereof, the Aon UK The Company Board of Directors has unanimously (i) resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”), (ii) determined that this Agreement and the Transactions Merger are advisable and in the best interests of Aon UK the Company’s stockholders, (iii) approved the execution, delivery and performance of this Agreement and the Aon Shareholders Merger, and accordingly, (iv) resolved that the Aon UK Board adoption of Directors expect that, following the appointment this Agreement be submitted to a vote at a meeting of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, they will, subject to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board RecommendationCompany’s stockholders. This Agreement has been and the Voting Agreement have been, and the other Company Transaction Documents shall be, duly and validly executed and delivered by Aon the Company and, assuming each of this Agreement, the Voting Agreement constitutes and the Company Transaction Documents constitute the legal, valid and binding agreement of WTWthe counterparty thereto, constitutes this Agreement and the Voting Agreement constitute, and the Company Transaction Documents will constitute, legal, valid and binding agreement agreements of Aon, the Company and are enforceable against Aon the Company in accordance with its their terms, except that (i) as such enforcement may be subject to applicable the limitation of such enforcement by (1) the effect of bankruptcy, insolvency, examinershipreorganization, fraudulent transferreceivership, reorganizationconservatorship, arrangement, moratorium or other similar Laws, now or hereafter in effect, Laws affecting or relating to the enforcement of creditors’ rights generally and or (ii2) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of specific performance and injunctive and other forms equity, regardless of equitable relief may be subject to equitable defenses and to whether considered in a proceeding in equity or at law (the discretion of the court before which any proceeding therefor may be brought“Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK Seller has all requisite corporate or similar power and authority to enter into this Agreement and the Expenses Reimbursement Agreement Ancillary Agreements to be executed and delivered by Seller and to consummate the portions of transactions contemplated hereby and thereby. At the Transaction Closing, each applicable Seller Entity will have all requisite corporate power and authority to enter into the Ancillary Agreements to be completed prior executed and delivered by such Seller Entity and to consummate the Aon CSAtransactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement has Ancillary Agreements to be executed and delivered by Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Aon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board of Directors and (in the case of the issuance of Aon Shares in connection with the Acquisition, except for (i) receipt of the Aon Shareholder Approval, (ii) the Required AssignmentSeller, and (iii) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court), no other corporate proceedings on the part of Aon or any Aon Subsidiary Seller are necessary to authorize the consummation of the Transactions transactions contemplated hereby and pursuant to thereby. At the Expenses Reimbursement Agreement. On or prior to the date hereofClosing, the Aon UK execution and delivery of the Ancillary Agreements to be executed and delivered by each applicable Seller Entity and the consummation of the transactions contemplated hereby and thereby will have been duly and validly authorized by the Board of Directors has determined that the Transactions are advisable Directors, and in the best interests of Aon UK and the Aon Shareholders and accordinglyif necessary, the Aon UK Board stockholders of Directors expect thateach applicable Seller Entity, following and no other corporate proceedings on the appointment part of such Seller Entity will be necessary to authorize the consummation of the Aon Ireland Board of Directors upon completion of the Aon CSA transactions contemplated hereby and the Required Assignment, they will, subject to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board Recommendationthereby. This Agreement has been duly and validly executed and delivered by Aon Seller, and the Ancillary Agreements to be executed and delivered by each applicable Seller Entity will, as of the Closing, have been, duly and validly executed and delivered by each such Seller Entity and, assuming this Agreement constitutes the valid and binding agreement of WTW, Buyer and each of the Ancillary Agreements constitutes the valid and binding agreement of Aonthe other parties thereto, this Agreement constitutes, and as of the Closing, the Ancillary Agreements to be executed and delivered by each applicable Seller Entity will constitute, the valid and binding agreement of Seller and such Seller Entity, enforceable against Aon Seller and such Seller Entity in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK Each of Parent and Merger Sub has all the requisite corporate or similar power and authority to enter into this Agreement and the Expenses Reimbursement Agreement OpCo Spin-Off Agreements, as may be applicable, and each other document to be entered into by Parent in connection with the transactions contemplated hereby and thereby (together with this Agreement, the “Parent Transaction Documents”), subject to the receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Shareholder Approval”) present at a meeting of Parent’s shareholders (the “Parent Shareholders’ Meeting”), to consummate the portions of transactions contemplated hereby and thereby, including the Transaction to be completed prior to the Aon CSAMerger. The execution and delivery by Parent and Merger Sub of this Agreement and the Expenses Reimbursement Agreement consummation of the transactions contemplated hereby has been, and the execution, delivery and performance by Parent and Merger Sub of the other Parent Transaction Documents and the consummation of the transactions contemplated thereby has been or shall be, duly and validly authorized by all necessary corporate action on the Aon Board part of Directors. The consummation of the Transactions Parent and the entry into the Required Assignment will be duly and validly authorized by the Aon Board of Directors and (in the case of the issuance of Aon Shares in connection with the AcquisitionMerger Sub, and, except for (i) receipt of the Aon Parent Shareholder Approval, (ii) the Required Assignment, Approval and (iii) the filing of the required documents and other actions in connection Certificate of Merger with the Scheme with, and to receipt Secretary of the required approval State of the Scheme by, the High Court)Delaware, no other corporate proceedings on the part of Aon either Parent or any Aon Subsidiary Merger Sub or vote of Parent’s securityholders are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Transactions Merger and pursuant to the Expenses Reimbursement Agreementtransactions contemplated hereby and thereby. On or prior to the date hereof, the Aon UK The Parent Board of Directors has (i) unanimously determined that this Agreement and the Transactions Merger are advisable and in the best interests of Aon UK Parent and its shareholders, (ii) approved the execution, delivery and performance of this Agreement (including the Merger and the Aon Shareholders Share Issuance) and accordingly, (iii) resolved to recommend the Aon UK Board of Directors expect that, following the appointment approval by its shareholders of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, they will, subject to Section 7.4 Share Issuance and to submit the obligations Share Issuance to the shareholders of the Aon Ireland Board of Directors under applicable Law, make the Aon Board RecommendationParent for approval. This Agreement has been been, and the Parent Transaction Documents shall be, duly and validly executed and delivered by Aon andeach of Parent and Merger Sub, and assuming this Agreement constitutes and Parent Transaction Documents constitute the legal, valid and binding agreement of WTWthe counterparty thereto, constitutes this Agreement constitutes, and the Parent Transaction Documents shall constitute, the legal, valid and binding agreement of AonParent or Merger Sub, as the case may be, enforceable against Aon each of them, in accordance with its their terms, except that (i) as such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtRemedies Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK Seller has all requisite corporate or similar power and authority to enter into this Agreement and the Expenses Reimbursement Agreement Ancillary Agreements to be executed and delivered by Seller and to consummate the portions of transactions contemplated hereby and thereby. At the Transaction Closing, each applicable Seller Entity will have all requisite corporate power and authority to enter into the Ancillary Agreements to be completed prior executed and delivered by such Seller Entity and to consummate the Aon CSAtransactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement has Ancillary Agreements to be executed and delivered by Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Aon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board of Directors and (in the case of the issuance of Aon Shares in connection with the Acquisition, except for (i) receipt of the Aon Shareholder Approval, (ii) the Required AssignmentSeller, and (iii) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court), no other corporate proceedings on the part of Aon or any Aon Subsidiary Seller are necessary to authorize the consummation of the Transactions transactions contemplated hereby and pursuant to thereby. At the Expenses Reimbursement Agreement. On or prior to the date hereofClosing, the Aon UK execution and delivery of the Ancillary Agreements to be executed and delivered by each applicable Seller Entity and the consummation of the transactions contemplated hereby and thereby will have been duly and validly authorized by the Board of Directors has determined that the Transactions are advisable Directors, and in the best interests of Aon UK and the Aon Shareholders and accordinglyif necessary, the Aon UK Board stockholders or members of Directors expect thateach applicable Seller Entity, following and no other corporate proceedings on the appointment part of such Seller Entity will be necessary to authorize the consummation of the Aon Ireland Board of Directors upon completion of the Aon CSA transactions contemplated hereby and the Required Assignment, they will, subject to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board Recommendationthereby. This Agreement has been duly and validly executed and delivered by Aon Seller, and the Ancillary Agreements to be executed and delivered by each applicable Seller Entity will, as of the Closing, have been, duly and validly executed and delivered by each such Seller Entity and, assuming this Agreement constitutes the valid and binding agreement of WTW, Buyer and each of the Ancillary Agreements constitutes the valid and binding agreement of Aonthe other parties thereto, this Agreement constitutes, and as of the Closing, the Ancillary Agreements to be executed and delivered by each applicable Seller Entity will constitute, the valid and binding agreement of Seller and such Seller Entity, enforceable against Aon Seller and such Seller Entity in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK has Parent and Merger Sub have all requisite corporate or similar power and authority to enter into this Agreement and and, subject (in the Expenses Reimbursement Agreement and case of the issuance of shares of Parent Stock in connection with the Merger) to receipt of the Parent Shareholder Approval, to consummate the portions of Transactions, including the Transaction to be completed prior to the Aon CSAMerger. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement has consummation of the Transactions have been duly and validly authorized by the Aon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Parent Board of Directors and, except for (i) the filing of the Certificate of Merger with the DSOS, and (ii) in the case of the issuance of Aon Shares shares of Parent Stock in connection with the AcquisitionMerger, except for (i) the receipt of the Aon Parent Shareholder Approval, (ii) the Required Assignment, and (iii) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court), no other corporate proceedings on the part of Aon Parent or any Aon Parent Subsidiary are necessary to authorize the consummation of the Transactions and pursuant to the Expenses Reimbursement AgreementTransactions. On or prior to the date hereof, the Aon UK Parent Board of Directors has determined unanimously (x) resolved that this Agreement and the Transactions Transactions, including the Merger, are advisable fair to and in the best interests of Aon UK Parent and the Aon Shareholders shareholders of Parent, (y) approved and accordinglydeclared advisable this Agreement and the Transactions, including the Aon UK Board Merger, on the terms and subject to the conditions set forth herein and (z) adopted a resolution to recommend that the shareholders of Directors expect that, following the appointment Parent vote in favor of the Aon Ireland Board of Directors upon completion approval of the Aon CSA and issuance of shares of Parent Stock in connection with the Required AssignmentMerger, they willin each case, subject to Section 7.4 5.4 (the “Parent Board Recommendation”), and to include the obligations Parent Board Recommendation in the Joint Proxy Statement/Prospectus. Parent, as sole stockholder of Merger Sub, has duly executed and delivered to Merger Sub a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the Aon Ireland Board execution of Directors under applicable Law, make the Aon Board Recommendationthis Agreement. This Agreement has been duly and validly executed and delivered by Aon Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of WTWthe Company, constitutes the valid and binding agreement of AonParent and Merger Sub, enforceable against Aon Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK Each Company Party has all the requisite corporate or similar power and authority to enter execute and deliver this Agreement and each other document to be entered into by such Company Party in connection with the Transactions (together with this Agreement, the “Company Transaction Documents”) and, subject to the adoption of this Agreement and the Expenses Reimbursement approval of the Mergers by the holders of a majority of the shares of Company Common Stock entitled to vote thereon (the “Company Stockholder Approval”), the adoption of this Agreement by the Company as the sole stockholder of HoldCo and by HoldCo as the sole stockholder of Bacchus Merger Sub and the approval of the Conversion and the Company LLC Agreement by HoldCo as the sole stockholder of the Company following the HoldCo Effective Time, to consummate the portions of the Transaction to be completed prior to the Aon CSATransactions. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement has other Company Transaction Documents and the consummation of the Transactions have been duly and validly authorized by the Aon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board of Directors and (in the case of the issuance of Aon Shares in connection with the Acquisitioneach Company Party and, except for (i) receipt of the Aon Shareholder Company Stockholder Approval, (ii) the Required Assignmentadoption of this Agreement by the Company as the sole stockholder of HoldCo and by HoldCo as the sole stockholder of Bacchus Merger Sub prior to the HoldCo Effective Time, and (iii) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, Conversion and the High Court)Company LLC Agreement by HoldCo as the sole stockholder of the Company following the HoldCo Effective Time, no other corporate proceedings on the part of Aon any Company Party or vote of any Aon Subsidiary Company Party’s stockholders are necessary to authorize the consummation of the Transactions and pursuant to the Expenses Reimbursement AgreementTransactions. On or prior to the date hereof, the Aon UK The Board of Directors of the Company has unanimously (i) resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”), (ii) determined that this Agreement and the Transactions Mergers are advisable and fair to and in the best interests of Aon UK the Company’s stockholders, (iii) approved this Agreement and the Aon Shareholders Mergers, and accordingly, (iv) directed that the Aon UK Board adoption of Directors expect that, following the appointment this Agreement be submitted to a vote at a meeting of the Aon Ireland Board of Directors upon completion Company’s stockholders. Each of the Aon CSA and the Required Assignment, they will, subject to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board Recommendation. This Agreement Company Transaction Documents has been duly and validly executed and delivered by Aon the Company Parties that are party thereto and, assuming this Agreement each such Company Transaction Document constitutes the legal, valid and binding agreement of WTWthe counterparty thereto, each of the Company Transaction Documents constitutes the legal, valid and binding agreement of Aon, each such Company Party and is enforceable against Aon such Company Party in accordance with its terms, except that (i) as such enforcement may be subject to applicable (A) the effect of bankruptcy, insolvency, examinershipreorganization, fraudulent transferreceivership, reorganizationconservatorship, arrangement, moratorium or other similar Laws, now or hereafter in effect, Laws affecting or relating to the enforcement of creditors’ rights generally and or (iiB) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of specific performance and injunctive and other forms equity, regardless of equitable relief may be subject to equitable defenses and to whether considered in a proceeding in equity or at law (the discretion “Remedies Exceptions”). It is the Company’s understanding as of the court before which any proceeding therefor may be broughtdate hereof that all directors and executive officers of the Company intend to vote in favor of the Company Approvals.

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK Seller Parent has all requisite necessary corporate or similar power and authority to enter into execute, deliver, perform its obligations under and consummate the transactions contemplated by this Agreement and the Expenses Reimbursement Agreement and Ancillary Agreements, to consummate the portions extent it will be a party thereto. The consummation of the Transaction to be completed prior to transactions contemplated hereby and thereby and the Aon CSA. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement has Ancillary Agreements, to the extent it will be a party thereto, and the performance of all of its obligations hereunder and thereunder have been duly and validly authorized by the Aon Board of DirectorsSeller Parent. The consummation execution, delivery and performance by Seller Parent of this Agreement and the Ancillary Agreements, to the extent it will be a party thereto, are not prohibited or limited by, and shall not result in a breach of or a default under, any provision of the Transactions Organizational Documents of Seller Parent, or a material breach or a material default under any material Contract binding on Seller Parent, or of any applicable Order, and the entry into the Required Assignment will be duly and validly authorized shall not result in any Lien (other than as may arise as a result of an action taken, or contract entered into, by the Aon Board of Directors and (in the case Buyers or their Affiliates or other than Permitted Liens) on any of the issuance of Aon Shares in connection with the Acquisition, except for (i) receipt of the Aon Shareholder Approval, (ii) the Required Assignment, and (iii) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court), no other corporate proceedings on the part of Aon or any Aon Subsidiary are necessary to authorize the consummation of the Transactions and pursuant to the Expenses Reimbursement Agreement. On or prior to the date hereof, the Aon UK Board of Directors has determined that the Transactions are advisable and in the best interests of Aon UK and the Aon Shareholders and accordingly, the Aon UK Board of Directors expect that, following the appointment of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, they will, subject to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board RecommendationAcquired Assets. This Agreement has been duly and validly executed and delivered by Aon Seller Parent, and the Ancillary Agreements will, at the Closing, be duly executed and delivered by Sellers to the extent Sellers are party thereto, and, assuming due and valid authorization, execution and delivery by each other Party thereto (other than any other Seller), this Agreement constitutes constitutes, and when executed and delivered by Seller Parent, to the extent Sellers are party thereto, the Ancillary Agreements will constitute, legal, valid and binding agreement obligations of WTWSellers, constitutes the valid and binding agreement of Aon, as applicable enforceable against Aon Sellers in accordance with its their respective terms, except that (i) such the enforcement hereof or thereof may be subject to applicable limited by (x) bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (iiy) equitable remedies general principles of specific performance equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Seller Parent has all necessary corporate power and injunctive and other forms of equitable relief may be subject authority to equitable defenses cause each Seller that is a party to any Ancillary Agreement to perform such Seller’s obligations thereunder and to consummate the discretion of Transactions, including the court before which any proceeding therefor may be broughttransactions contemplated by the applicable Ancillary Agreement.

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK Each of Parent and the Merger Subs has all the requisite corporate or similar power and authority to enter into the Original Agreement (and as of the date of this Agreement and as of the Expenses Reimbursement Agreement and Closing Date, this Agreement) and, subject to receipt of approval of the Share Issuance by the affirmative vote of a majority of votes cast by holders of Parent Common Stock (the “Parent Stockholder Approval”) present at a meeting of Parent’s stockholders (the “Parent Stockholders’ Meeting”), to consummate the portions of transactions contemplated hereby and thereby, including the Transaction to be completed prior to the Aon CSAMerger. The execution and delivery by Parent and the Merger Subs of this Agreement and the Expenses Reimbursement consummation of the transactions contemplated by the Original Agreement has (and as of the date of this Agreement and as of the Closing Date, this Agreement) have been duly and validly authorized by the Aon Board boards of Directors. The consummation directors (or equivalent) of the Transactions each of Parent and the entry into the Required Assignment will be duly Merger Subs, and validly authorized by the Aon Board of Directors and (in the case of the issuance of Aon Shares in connection with the Acquisition, except for (i) receipt of the Aon Shareholder Approval, (ii) the Required Assignment, Parent Stockholder Approval and (iii) the filing of the required documents and other actions in connection Certificate of Merger with the Scheme with, and to receipt Secretary of the required approval State of the Scheme by, the High Court)Delaware, no other corporate proceedings on the part of Aon either Parent or any Aon Subsidiary the Merger Subs or vote of Parent’s securityholders are necessary to authorize the consummation of the Transactions Merger and pursuant to the Expenses Reimbursement Agreement. On or prior to transactions contemplated by the Original Agreement (and as of the date hereofof this Agreement and as of the Closing Date, the Aon UK this Agreement). The Parent Board of Directors has unanimously (i) determined that the Transactions Original Agreement (and as of the date of this Agreement and as of the Closing Date, this Agreement) and the Merger are advisable and in the best interests of Aon UK Parent and its stockholders, (ii) approved the execution, delivery and performance by Parent of the Original Agreement (and as of the date of this Agreement and as of the Closing Date, this Agreement), and the Aon Shareholders and accordingly, the Aon UK Board of Directors expect that, following the appointment consummation of the Aon Ireland Board of Directors upon completion transactions contemplated by the Original Agreement (and as of the Aon CSA date of this Agreement and as of the Required AssignmentClosing Date, they willthis Agreement) (including the Share Issuance), subject and (iii) resolved to Section 7.4 recommend the approval by its stockholders of the Share Issuance and submit the Share Issuance to the obligations stockholders of Parent for approval (the “Parent Recommendation”). The Original Agreement (and as of the Aon Ireland Board date of Directors under applicable Lawthis Agreement and as of the Closing Date, make the Aon Board Recommendation. This Agreement this Agreement) has been duly and validly executed and delivered by Aon andeach of Parent and the Merger Subs, and assuming the Original Agreement (and as of the date of this Agreement constitutes and as of the Closing Date, this Agreement)constitutes the legal, valid and binding agreement of WTWthe Company, constitutes the legal, valid and binding agreement of AonParent or the Merger Subs, as the case may be, enforceable against Aon each of them, in accordance with its their terms, except that (i) as such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtRemedies Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK Buyer Parent has all requisite necessary corporate or similar power and authority to enter into execute, deliver, perform its obligations under and consummate the transactions contemplated by this Agreement and the Expenses Reimbursement Agreement and Ancillary Agreements, to consummate the portions extent it will be a party thereto. The consummation of the Transaction to be completed prior to transactions contemplated hereby and thereby and the Aon CSA. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement has Ancillary Agreements, to the extent it will be a party thereto, and the performance of all of its obligations hereunder and thereunder have been duly and validly authorized by the Aon Board of DirectorsBuyer Parent. The consummation execution, delivery and performance by Buyer Parent of this Agreement and the Ancillary Agreements, to the extent it will be a party thereto, are not prohibited or limited by, and shall not result in a breach of or a default under, any provision of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board Organizational Documents of Directors and (in the case Buyer Parent, or a material breach or a material default under any material Contract binding on Buyer Parent, or of the issuance of Aon Shares in connection with the Acquisition, except for (i) receipt of the Aon Shareholder Approval, (ii) the Required Assignment, and (iii) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court), no other corporate proceedings on the part of Aon or any Aon Subsidiary are necessary to authorize the consummation of the Transactions and pursuant to the Expenses Reimbursement Agreement. On or prior to the date hereof, the Aon UK Board of Directors has determined that the Transactions are advisable and in the best interests of Aon UK and the Aon Shareholders and accordingly, the Aon UK Board of Directors expect that, following the appointment of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, they will, subject to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board RecommendationOrder. This Agreement has been duly and validly executed and delivered by Aon Buyer Parent, and the Ancillary Agreements will, at the Closing, be duly executed and delivered by Buyers to the extent Buyers are party thereto, and, assuming due and valid authorization, execution and delivery by each other Party thereto (other than any other Buyer), this Agreement constitutes constitutes, and when executed and delivered by Buyer Parent, to the extent Buyers are party thereto, the Ancillary Agreements will constitute, legal, valid and binding agreement obligations of WTWBuyers, constitutes the valid and binding agreement of Aon, as applicable enforceable against Aon Buyers in accordance with its their respective terms, except that (i) such the enforcement hereof or thereof may be subject to applicable limited by (x) bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (iiy) equitable remedies general principles of specific performance equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Buyer Parent has all necessary corporate power and injunctive and other forms of equitable relief may be subject authority to equitable defenses cause each Buyer that is a party to any Ancillary Agreement to perform such Buyer’s obligations thereunder and to consummate the discretion of Transactions, including the court before which any proceeding therefor may be broughttransactions contemplated by the applicable Ancillary Agreement.

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK Seller has all requisite corporate or similar power and authority to enter into this Agreement and the Expenses Reimbursement Agreement Ancillary Agreements to be executed and delivered by Seller and to consummate the portions of transactions contemplated hereby and thereby. At the Transaction Closing, each applicable Seller Entity will have all requisite corporate or similar power and authority to enter into the Ancillary Agreements to be completed prior executed and delivered by such Seller Entity and to consummate the Aon CSAtransactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement has Ancillary Agreements to be executed and delivered by Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Aon Board board of Directors. The consummation directors of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board of Directors and (in the case of the issuance of Aon Shares in connection with the Acquisition, except for (i) receipt of the Aon Shareholder Approval, (ii) the Required AssignmentSeller, and (iii) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court), no other corporate proceedings on the part of Aon or any Aon Subsidiary Seller are necessary to authorize the consummation of the Transactions transactions contemplated hereby and pursuant to thereby. At the Expenses Reimbursement Agreement. On or prior to the date hereofClosing, the Aon UK Board execution and delivery of Directors has determined that the Transactions are advisable Ancillary Agreements to be executed and in the best interests of Aon UK delivered by each applicable Seller Entity and the Aon Shareholders consummation of the transactions contemplated hereby and accordinglythereby will have been duly and validly authorized by the board of directors, and if necessary, the Aon UK Board stockholders of Directors expect thateach applicable Seller Entity, following and no other corporate proceedings on the appointment part of such Seller Entity will be necessary to authorize the consummation of the Aon Ireland Board of Directors upon completion of the Aon CSA transactions contemplated hereby and the Required Assignment, they will, subject to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board Recommendationthereby. This Agreement has been duly and validly executed and delivered by Aon Seller, and the Ancillary Agreements to be executed and delivered by each applicable Seller Entity will, as of the Closing, have been, duly and validly executed and delivered by each such Seller Entity and, assuming this Agreement constitutes the valid and binding agreement of WTW, Buyer and each of the Ancillary Agreements constitutes the valid and binding agreement of Aonthe other parties thereto, this Agreement constitutes, and as of the Closing, the Ancillary Agreements to be executed and delivered by each applicable Seller Entity will constitute, the valid and binding agreement of Seller and such Seller Entity, enforceable against Aon Seller and such Seller Entity in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK Assuming the accuracy of the representations set forth in Section 3.14(a), each of Parent, Merger Sub 1 and Merger Sub 2 has all the requisite corporate or similar power and authority to enter into this Agreement and, subject to receipt of Parent Stockholder Approval, to perform its obligations hereunder and the Expenses Reimbursement Agreement and to consummate the portions of the Transaction to be completed prior to the Aon CSAtransactions contemplated hereby. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement has consummation of the transactions contemplated hereby have been duly and validly authorized by the Aon Parent Board, the Board of Directors. The consummation Managers of Services, the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board of Directors of Merger Sub, the Board of Managers of Merger Sub 2, by Parent, acting in its capacity as the sole member of Services and (by Services, acting in its capacity as sole stockholder of Merger Sub 1 and as the case sole member of Merger Sub 2, and, assuming the accuracy of the issuance of Aon Shares representations set forth in connection with the Acquisition, Section 3.14(a) and except for (i) receipt of the Aon Shareholder Approval, (ii) the Required Assignment, Parent Stockholder Approval and (iii) the filing of the required documents Certificate of Merger, the Subsequent Certificate of Merger and other actions in connection the Parent Charter Amendment with the Scheme withSecretary of State in accordance with the DGCL and the DLLCA, and to receipt of the required approval of the Scheme by, the High Court)as applicable, no other corporate or limited liability company proceedings on the part of Aon Parent, Services, Merger Sub 1 or any Aon Subsidiary Merger Sub 2 are necessary to authorize authorize, adopt or approve, as applicable, this Agreement or to consummate the consummation of Combination and the Transactions other transactions contemplated hereby and pursuant to thereby. The Parent Board, at a meeting duly called and held, has unanimously (w) approved the Expenses Reimbursement Agreement. On or prior to the date hereofParent Charter Amendment, the Aon UK Board of Directors has (x) determined that this Agreement and the Transactions transactions contemplated hereby, including the Parent Charter Amendment, are advisable and in the best interests interest of Aon UK Parent and its stockholders, (y) as of the date of this Agreement, determined to recommend that such stockholders vote in favor of the approval of the Parent Charter Amendment and the Aon Shareholders Stock Issuance and accordingly(z) approved the execution, the Aon UK Board delivery and performance of Directors expect that, following the appointment of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, they will, subject to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board Recommendationthis Agreement. This Agreement has been duly and validly executed and delivered by Aon Parent, Merger Sub 1 and Merger Sub 2 and, assuming this Agreement constitutes the a valid and binding agreement of WTWthe other parties hereto, constitutes the a valid and binding agreement of AonParent, Merger Sub 1 and Merger Sub 2, enforceable against Aon Parent, Merger Sub 1 and Merger Sub 2 in accordance with its terms, terms (except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium reorganization or other similar Laws, now or hereafter in effect, Laws affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms or by principles governing the availability of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtremedies).

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK The Company has all the requisite corporate or similar power and authority to enter into the Original Agreement (and as of the date of this Agreement and as of the Expenses Reimbursement Closing Date, this Agreement), and, subject to receipt of approval of this Agreement by holders of at least a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”), and the occurrence of the shareholder advisory vote contemplated by Rule 14a-21(c) under the Exchange Act, regardless of the outcome of such vote (the “Company Stockholder Advisory Vote”), to consummate the portions transactions contemplated by the Original Agreement (and as of the Transaction to be completed prior to date of this Agreement and as of the Aon CSAClosing Date, this Agreement). The execution and delivery by the Company of the Original Agreement (and as of the date of this Agreement and as of the Expenses Reimbursement Agreement has been duly Closing Date, this Agreement) and validly authorized by the Aon Board of Directors. The consummation of the Transactions transactions contemplated by the Original Agreement (and as of the entry into date of this Agreement and as of the Required Assignment will Closing Date, this Agreement) have been or shall be duly and validly authorized by the Aon Company Board of Directors and (in the case of the issuance of Aon Shares in connection with the Acquisitionand, except for the Company Stockholder Approval (i) receipt and the occurrence of the Aon Shareholder Approval, (iiCompany Stockholder Advisory Vote) the Required Assignment, and (iii) the filing of the required documents and other actions in connection Certificate of Merger with the Scheme with, and to receipt Secretary of the required approval State of the Scheme by, the High Court)Delaware, no other corporate proceedings on the part of Aon the Company or any Aon Subsidiary vote of the Company’s securityholders are necessary to authorize the consummation of the Transactions transactions contemplated by the Original Agreement (and pursuant to the Expenses Reimbursement Agreement. On or prior to as of the date hereofof this Agreement and as of the Closing Date, this Agreement). The Company Board has unanimously (i) resolved to recommend that the Aon UK Board Company’s stockholders adopt the Original Agreement (and as of Directors has the date of this Agreement and as of the Closing Date, this Agreement) (the “Company Recommendation”), (ii) determined that the Transactions Original Agreement (and as of the date of this Agreement and as of the Closing Date, this Agreement) and the Merger are advisable to, and in the best interests of, the Company and its stockholders, (iii) approved the execution, delivery and performance of Aon UK the Original Agreement (and as of the date of this Agreement and as of the Closing Date, this Agreement) and the Aon Shareholders Merger, and accordingly, (iv) resolved that the Aon UK Board of Directors expect that, following the appointment adoption of the Aon Ireland Board of Directors upon completion Original Agreement (and as of the Aon CSA date of this Agreement and the Required Assignment, they will, subject to Section 7.4 and to the obligations as of the Aon Ireland Board Closing Date, this Agreement) be submitted to a vote at a meeting of Directors under applicable Lawthe Company’s stockholders. The Original Agreement (and as of the date of this Agreement and as of the Closing Date, make the Aon Board Recommendation. This Agreement this Agreement) has been duly and validly executed and delivered by Aon the Company and, assuming the Original Agreement (and as of the date of this Agreement and as of the Closing Date, this Agreement) constitutes the legal, valid and binding agreement of WTWthe counterparties thereto, constitutes the a legal, valid and binding agreement of Aonthe Company, enforceable against Aon the Company in accordance with its terms, except that (i) as such enforcement may be subject to applicable the limitation of such enforcement by (A) the effect of bankruptcy, insolvency, examinershipreorganization, fraudulent transferreceivership, reorganizationconservatorship, arrangement, moratorium or other similar Laws, now or hereafter in effect, Laws affecting or relating to the enforcement of creditors’ rights generally and or (iiB) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of specific performance and injunctive and other forms equity, regardless of equitable relief may be subject to equitable defenses and to whether considered in a proceeding in equity or at law (the discretion of the court before which any proceeding therefor may be brought“Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a1) Aon UK Bidder and each Bidder Merger Party has all requisite corporate or similar power and authority to enter into this Agreement and and, with respect to Bidder, the Expenses Reimbursement Agreement and, subject (in the case of this Agreement) to receipt of the Bidder Shareholder Approval (and, in the case of the Holdco Distributable Reserves Creation, to approval of the Elan Distributable Reserves Resolution by the Elan Shareholders and the Bidder Distributable Reserves Resolution by the Bidder Shareholders, to the adoption by the shareholders of Holdco of the resolution contemplated by Clause 7.9.3(1) and to receipt of the required approval by the High Court), to consummate the portions of transactions contemplated hereby and thereby, including the Transaction to be completed prior to Acquisition and the Aon CSAMerger, as applicable. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement has and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized authorised by the Aon Bidder Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board of Directors and (in the case of this Agreement) the issuance board of Aon Shares in connection with the Acquisitiondirectors of each Bidder Merger Party and, except for (iA) receipt of the Aon Bidder Shareholder Approval, (iiB) the Required Assignmentfiling of the Certificate of Merger with the LARA and Secretary of State of the State of Delaware, and (iiiC) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court), and (D) the filing of the Court Order with the Registrar of Companies, no other corporate proceedings on the part of Aon Bidder or any Aon Subsidiary Bidder Merger Party are necessary to authorize authorise the consummation of the Transactions and pursuant to the Expenses Reimbursement Agreementtransactions contemplated hereby. On or prior to the date hereof, the Aon UK Bidder Board of Directors has determined that the Transactions are advisable and in the best interests of Aon UK and the Aon Shareholders and accordingly, the Aon UK Board of Directors expect that, following the appointment of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, they will, subject adopted a resolution to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board Bidder Recommendation. This Agreement has been duly and validly executed and delivered by Aon Bidder and each Bidder Merger Party and, assuming this Agreement constitutes the valid and binding agreement of WTWElan, constitutes the valid and binding agreement of AonBidder and each Bidder Merger Party, enforceable against Aon Bidder and each Bidder Merger Party in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK Hurricane has all requisite corporate or similar power and authority to enter into this Agreement and, assuming the representations and warranties set forth in Section 4.24 are true and correct and the Expenses Reimbursement Agreement Hurricane Stockholder Approval is obtained, to perform its obligations hereunder and to consummate the portions of Transactions, including the Transaction to be completed prior to the Aon CSAMerger. The execution execution, delivery and delivery performance by Hurricane of this Agreement and the Expenses Reimbursement Agreement has consummation of the Transactions have been duly and validly authorized by the Aon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Hurricane Board of Directors and, assuming the representations and (warranties set forth in the case of the issuance of Aon Shares in connection with the AcquisitionSection 4.24 are true and correct, except for (i) receipt of the Aon Shareholder Approval, (ii) the Required Assignment, and (iii) the filing of the required documents and other actions in connection Certificate of Merger with the Scheme with, and to receipt Secretary of State of the required approval State of the Scheme by, the High Court)Delaware, no other corporate proceedings on the part of Aon Hurricane or any Aon Hurricane Subsidiary are necessary to authorize the consummation of the Transactions and pursuant other than, with respect to the Expenses Reimbursement AgreementMerger, obtaining the Hurricane Stockholder Approval. On or prior Prior to the date hereofexecution of this Agreement, the Aon UK Hurricane Board of Directors has determined unanimously adopted resolutions (A) declaring that this Agreement and consummation of the Transactions Transactions, including the Merger, are advisable and fair to, and in the best interests of Aon UK Hurricane and its stockholders, (B) approving this Agreement and the Aon Shareholders Transactions, including the Merger, (C) authorizing the execution, delivery and accordinglyperformance of this Agreement, (D) directing that the Aon UK Agreement of Merger be submitted for consideration at the Hurricane Special Meeting, (E) making the Hurricane Board of Directors expect thatRecommendation, following and (F) approving the appointment inclusion of the Aon Ireland Hurricane Board of Directors upon completion of Recommendation in the Aon CSA and the Required AssignmentProxy Statement/Prospectus, they will, in each case subject to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board Recommendation5.3. This Agreement has been duly and validly executed and delivered by Aon Hurricane and, assuming this Agreement constitutes the valid and binding agreement of WTWCyclone and Merger Sub, constitutes the valid and binding agreement of AonHurricane, enforceable against Aon Hurricane in accordance with its terms, except that (i1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ ' rights generally and (ii2) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtbrought (such exceptions in clauses (1) and (2), the "Enforceability Exceptions").

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK has Parent and Merger Sub have all requisite corporate or similar power and authority to enter into this Agreement and, subject (in the case of the issuance of Parent Shares in connection with the Merger, the Parent Name Change and the Expenses Reimbursement Consolidation) to receipt of the Parent Shareholder Approvals and (in the case of the Merger Sub) to the adoption of this Agreement by Merger Sub’s sole shareholder (which adoption shall occur immediately after the execution and delivery of this Agreement), to consummate the portions of Transactions, including the Transaction to be completed prior to the Aon CSAMerger. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement has consummation of the Transactions have been duly and validly authorized by the Aon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Parent Board of Directors and (in the case of the issuance of Aon Parent Shares in connection with the AcquisitionMerger, the Parent Name Change and the Consolidation, except for (i) receipt of the Aon Parent Shareholder Approval, Approvals and the adoption of this Agreement by Merger Sub’s sole shareholder and (ii) the Required Assignment, and (iii) the filing of the required documents and other actions in connection Certificate of Merger with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court), DSOS) no other corporate proceedings on the part of Aon Parent or any Aon Parent Subsidiary are necessary to authorize the consummation of the Transactions and pursuant to the Expenses Reimbursement AgreementTransactions. On or prior to the date hereof, the Aon UK Parent Board of Directors has determined unanimously (x) resolved that this Agreement and the Transactions Transactions, including the issuance of Parent Shares in connection with the Merger, and the Consolidation are advisable and in the best interests of Aon UK Parent and the Aon Shareholders shareholders of Parent, (y) approved and accordinglydeclared advisable this Agreement and the Transactions, including the Merger, the Aon UK Board of Directors expect thatParent Name Change and the Consolidation on the terms and subject to the conditions set forth herein, following in accordance with the appointment requirements of the Aon Ireland Board Irish law, and (z) resolved to recommend that the shareholders of Directors upon completion Parent vote in favor of the Aon CSA issuance of Parent Shares in connection with the Merger, the Parent Name Change and the Required AssignmentConsolidation, they will, subject to Section 7.4 and to include such recommendations in the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board RecommendationJoint Proxy Statement/Prospectus. This Agreement has been duly and validly executed and delivered by Aon Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of WTWthe Company, constitutes the valid and binding agreement of AonParent and Merger Sub, enforceable against Aon Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK The Company has all the requisite corporate or similar power and authority to enter into this Agreement, and, subject to receipt of approval of this Agreement by holders of at least a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”), and the Expenses Reimbursement Agreement and occurrence of the shareholder advisory vote contemplated by Rule 14a-21(c) under the Exchange Act, regardless of the outcome of such vote (the “Company Stockholder Advisory Vote”), to consummate the portions of the Transaction to be completed prior to the Aon CSAtransactions contemplated hereby. The execution and delivery by the Company of this Agreement and the Expenses Reimbursement Agreement has been duly and validly authorized by the Aon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will transactions contemplated hereby have been or shall be duly and validly authorized by the Aon Company Board of Directors and (in the case of the issuance of Aon Shares in connection with the Acquisitionand, except for the Company Stockholder Approval (i) receipt and the occurrence of the Aon Shareholder Approval, (iiCompany Stockholder Advisory Vote) the Required Assignment, and (iii) the filing of the required documents and other actions in connection Certificate of Merger with the Scheme with, and to receipt Secretary of the required approval State of the Scheme by, the High Court)Delaware, no other corporate proceedings on the part of Aon the Company or any Aon Subsidiary vote of the Company’s securityholders are necessary to authorize the consummation of the Transactions and pursuant transactions contemplated hereby. The Company Board has unanimously (i) resolved to recommend that the Expenses Reimbursement Agreement. On or prior to Company’s stockholders adopt this Agreement (the date hereof“Company Recommendation”), the Aon UK Board of Directors has (ii) determined that this Agreement and the Transactions Merger are advisable to, and in the best interests of, the Company and its stockholders, (iii) approved the execution, delivery and performance of Aon UK this Agreement and the Aon Shareholders Merger, and accordingly, (iv) resolved that the Aon UK Board adoption of Directors expect that, following the appointment this Agreement be submitted to a vote at a meeting of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, they will, subject to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board RecommendationCompany’s stockholders. This Agreement has been duly and validly executed and delivered by Aon the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of WTWthe counterparties thereto, constitutes the a legal, valid and binding agreement of Aonthe Company, enforceable against Aon the Company in accordance with its terms, except that (i) as such enforcement may be subject to applicable the limitation of such enforcement by (A) the effect of bankruptcy, insolvency, examinershipreorganization, fraudulent transferreceivership, reorganizationconservatorship, arrangement, moratorium or other similar Laws, now or hereafter in effect, Laws affecting or relating to the enforcement of creditors’ rights generally and or (iiB) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of specific performance and injunctive and other forms equity, regardless of equitable relief may be subject to equitable defenses and to whether considered in a proceeding in equity or at law (the discretion of the court before which any proceeding therefor may be brought“Remedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (ai) Aon UK Eaton and each Eaton Merger Party has all requisite corporate or similar power and authority to enter into this Agreement and and, with respect to Eaton, the Expenses Reimbursement Agreement and, subject (in the case of this Agreement) to receipt of the Eaton Shareholder Approval (and, in the case of the Holdco Distributable Reserves Creation, to approval of the Xxxxxx Distributable Reserves Resolution by the Xxxxxx Shareholders and the Eaton Distributable Reserves Resolution by the Eaton Shareholders and to receipt of the required approval by the High Court), to consummate the portions of transactions contemplated hereby and thereby, including the Transaction to be completed prior to Acquisition and the Aon CSAMerger, as applicable. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement has and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized authorised by the Aon Eaton Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board of Directors and (in the case of this Agreement) the issuance board of Aon Shares in connection with the Acquisitiondirectors of each Eaton Merger Party and, except for (iA) receipt of the Aon Eaton Shareholder Approval, (iiB) the Required Assignment, filing of the Certificate of Merger with the Secretary of State of the State of Ohio and (iiiC) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court), no other corporate proceedings on the part of Aon Eaton or any Aon Subsidiary Eaton Merger Party are necessary to authorize authorise the consummation of the Transactions and pursuant to the Expenses Reimbursement Agreementtransactions contemplated hereby. On or prior to the date hereof, the Aon UK Eaton Board of Directors has determined that the Transactions transactions contemplated by this Agreement are advisable fair to and in the best interests of Aon UK Eaton and the Aon Eaton Shareholders and accordingly, the Aon UK Board of Directors expect that, following the appointment of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, they will, subject has adopted a resolution to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board Eaton Recommendation. This Agreement has been duly and validly executed and delivered by Aon Eaton and each Eaton Merger Party and, assuming this Agreement constitutes the valid and binding agreement of WTWXxxxxx, constitutes the valid and binding agreement of AonEaton and each Eaton Merger Party, enforceable against Aon Eaton and each Eaton Merger Party in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK has Cyclone and Merger Sub have all requisite corporate or similar power and authority to enter into this Agreement and, assuming the Cyclone Shareholder Approval is obtained, to perform its obligations hereunder and the Expenses Reimbursement Agreement and to consummate the portions of Transactions, including the Transaction to be completed prior to the Aon CSAMerger. The execution execution, delivery and delivery performance by Cyclone of this Agreement and the Expenses Reimbursement Agreement has consummation of the Transactions have been duly and validly authorized by the Aon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Cyclone Board of Directors and (in the case of the issuance of Aon Shares in connection with the Acquisitionand, except for (i) receipt of the Aon Shareholder Approval, (ii) the Required Assignment, and (iii) the filing of the required documents and other actions in connection Certificate of Merger with the Scheme withSecretary of State of the State of Delaware, and to (ii) in the case of the Cyclone Approval Matters, the receipt of the required approval of the Scheme by, the High Court)Cyclone Shareholder Approval, no other corporate proceedings on the part of Aon Cyclone or any Aon Cyclone Subsidiary are necessary to authorize the consummation of the Transactions and pursuant Transactions. Prior to the Expenses Reimbursement execution of this Agreement. On or prior to the date hereof, the Aon UK Cyclone Board of Directors has determined unanimously adopted resolutions (A) declaring that this Agreement and consummation of the Transactions Transactions, including the Merger, are advisable and fair to, and in the best interests of Aon UK Cyclone and its shareholders, (B) approving this Agreement and the Aon Shareholders Transactions, including the Merger, (C) authorizing the execution, delivery and accordinglyperformance of this Agreement, (D) directing that the Aon UK Cyclone Approval Matters be submitted for consideration at the Cyclone EGM, (E) making the Cyclone Board of Directors expect that, following Recommendation and (F) approving the appointment inclusion of the Aon Ireland Cyclone Board of Directors upon completion of Recommendation in the Aon CSA and the Required AssignmentCyclone EGM Materials, they willin each case, subject to Section 7.4 5.4. Cyclone, as sole stockholder of Merger Sub, has duly executed and delivered to Merger Sub a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the obligations execution of the Aon Ireland Board of Directors under applicable Law, make the Aon Board Recommendationthis Agreement. This Agreement has been duly and validly executed and delivered by Aon Cyclone and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of WTWHurricane, constitutes the valid and binding agreement of AonCyclone and Merger Sub, enforceable against Aon Cyclone and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtEnforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK Amazon has all requisite corporate or similar power and authority to enter into this Agreement and the Expenses Reimbursement Agreement to perform its obligations hereunder and to consummate the portions of Transactions, including the Transaction to be completed prior to the Aon CSAAcquisition. The execution execution, delivery and delivery performance by Amazon of this Agreement and the Expenses Reimbursement Agreement has have been duly and validly authorized by the Aon Amazon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Amazon Board of Directors and (and, in the case of the issuance of Aon Amazon Shares in connection with the Acquisition, except for (i) receipt of the Aon Amazon Shareholder Approval, Approval and (ii) the Required Assignment, and (iii) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court), no other corporate or other proceedings on the part of Aon or any Aon Subsidiary Amazon are necessary to authorize the consummation of the Transactions and pursuant to the Expenses Reimbursement AgreementTransactions. On or prior to the date hereof, the Aon UK Amazon Board of Directors has determined that the Transactions are advisable and in the best interests of Aon UK Amazon and the Aon Amazon Shareholders and and, accordingly, the Aon UK Amazon Board of Directors expect that, following the appointment of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, expects that they will, subject to Section 7.4 6.5 and to the obligations of the Aon Ireland Amazon Switzerland Board of Directors under applicable Law, make the Aon Amazon Board Recommendation. This Agreement has been duly and validly executed and delivered by Aon Amazon and, assuming this Agreement constitutes the valid and binding agreement of WTWDanube and Sellers, constitutes the valid and binding agreement of AonAmazon, enforceable against Aon Amazon in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (ai) Aon UK Fyffes has all requisite corporate or similar power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of this Agreement) to receipt of the Fyffes Shareholder Approval (and, in the case of the IrHoldco Distributable Reserves Creation, to approval of the Fyffes Distributable Reserves Resolution by the Fyffes Shareholders and the Cxxxxxxx Distributable Reserves Resolution by the Cxxxxxxx Shareholders, to the adoption by the shareholders of IrHoldco of the resolution contemplated by Clause 7.10(c)(i) and to receipt of the required approval by the High Court), to consummate the portions of transactions contemplated hereby and thereby, including the Transaction to be completed prior to the Aon CSACombination. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement has and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized authorised by the Aon Fyffes Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board of Directors and (in the case of the issuance of Aon Shares in connection with the Acquisitionand, except for (iA) receipt of the Aon Fyffes Shareholder Approval, (ii) the Required Assignment, and (iiiB) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court), and (C) the filing of the Court Order with the Registrar of Companies, no other corporate proceedings on the part of Aon or any Aon Subsidiary Fyffes are necessary to authorize authorise the consummation of the Transactions and pursuant to the Expenses Reimbursement Agreementtransactions contemplated hereby. On or prior to the date hereof, the Aon UK Fyffes Board of Directors has determined that the Transactions transactions contemplated by this Agreement are advisable fair to and in the best interests of Aon UK Fyffes and the Aon Fyffes Shareholders and accordingly, the Aon UK Board of Directors expect that, following the appointment of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, they willhas adopted a resolution to make, subject to Section 7.4 Clause 5.3 and to the obligations of the Aon Ireland Fyffes Board of Directors under applicable Lawthe Takeover Rules, make the Aon Board Scheme Recommendation. This Agreement has been duly and validly executed and delivered by Aon Fyffes and, assuming this Agreement constitutes the valid and binding agreement of WTWthe Cxxxxxxx Parties, constitutes the valid and binding agreement of AonFyffes, enforceable against Aon Fyffes in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (ai) Aon UK Xxxxxx Xxxxxxxx has all requisite corporate or similar power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of this Agreement) to receipt of the Xxxxxx Xxxxxxxx Shareholder Approval (and, in the case of the Holdco Distributable Reserves Creation, to approval of the Xxxxxx Xxxxxxxx Distributable Reserves Resolution by the Xxxxxx Xxxxxxxx Shareholders and the Actavis Distributable Reserves Resolution by the Actavis Shareholders, to the adoption by the shareholders of Holdco of the resolution contemplated by Clause 7.11(c)(i) and to receipt of the required approval by the High Court), to consummate the portions of transactions contemplated hereby and thereby, including the Transaction to be completed prior to the Aon CSAAcquisition. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement has and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized authorised by the Aon Xxxxxx Xxxxxxxx Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board of Directors and (in the case of the issuance of Aon Shares in connection with the Acquisitionand, except for (i) receipt of the Aon Shareholder Approval, (iiA) the Required Assignment, Warner Chilcott Shareholder Approval and (iiiB) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court), no other corporate proceedings on the part of Aon or any Aon Subsidiary Warner Chilcott are necessary to authorize authorise the consummation of the Transactions and pursuant to the Expenses Reimbursement Agreementtransactions contemplated hereby. On or prior to the date hereof, the Aon UK Warner Chilcott Board of Directors has determined that the Transactions transactions contemplated by this Agreement are advisable fair to and in the best interests of Aon UK Warner Chilcott and the Aon Warner Chilcott Shareholders and accordingly, the Aon UK Board of Directors expect that, following the appointment of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, they willhas adopted a resolution to make, subject to Section 7.4 Clause 5.3 and to the obligations of the Aon Ireland Warner Chilcott Board of Directors under applicable Lawthe Takeover Rules, make the Aon Board Scheme Recommendation. This Agreement has been duly and validly executed and delivered by Aon Warner Chilcott and, assuming this Agreement constitutes the valid and binding agreement of WTWthe Actavis Parties, constitutes the valid and binding agreement of AonWarner Chilcott, enforceable against Aon Warner Chilcott in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK Anaconda has all requisite corporate or similar power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and, assuming all Conditions are satisfied (or waived, if permitted) to perform its obligations hereunder and to consummate the portions of the Transaction Transactions to which it is or is contemplated to be completed prior a party (in all cases, subject to the Aon CSAterms, conditions and intended operation of this Agreement, the Scheme and the Deed Poll). The execution execution, delivery and delivery performance by Anaconda of this Agreement and the Expenses Reimbursement Agreement has consummation of the Transactions have been duly and validly authorized by the Aon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board of Directors and (in the case of the issuance of Aon Shares in connection with the Acquisitionauthorized, and, except for (i) receipt of the Aon Shareholder Approval, (ii) the Required Assignment, and (iii) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court)as contemplated by this Agreement, no other corporate proceedings on the part of Aon Anaconda or any Aon Anaconda Subsidiary are necessary to authorize the consummation of the Transactions and pursuant to other than the Expenses Reimbursement AgreementAnaconda Shareholder Approval. On or prior to As of the date hereofof this Agreement, the Aon UK Anaconda Board of Directors has determined unanimously adopted resolutions (i) declaring that this Agreement and the consummation of the Transactions are advisable and in the best interests of Aon UK Anaconda and the Aon Anaconda Shareholders (subject to no Anaconda Superior Proposal emerging and accordingly, the Aon UK Board of Directors expect that, following Independent Expert concluding (and continuing to conclude) that the appointment Scheme is in the best interest of the Aon Ireland Board of Directors upon completion of the Aon CSA Anaconda Shareholders), (ii) approving this Agreement and the Required AssignmentTransactions, they will(iii) authorizing the execution, delivery and performance of this Agreement on its terms, (iv) directing that, subject to Section 7.4 and this Agreement not having been terminated in accordance with its terms (including in connection with (x) an Anaconda Superior Proposal emerging or (y) the Independent Expert failing to conclude (or failing to continue to conclude) that the Scheme is in the best interest of the Anaconda Shareholders), the Scheme be submitted to the obligations of Court and submitted to a vote at the Aon Ireland Board of Directors under applicable Law, make Scheme Meeting and (v) making the Aon Anaconda Board Recommendation. This Subject to the Enforceability Exceptions, this Agreement has been duly and validly executed and delivered by Aon and, assuming this Agreement Anaconda and constitutes the valid and binding agreement of WTW, constitutes the valid and binding agreement of AonAnaconda, enforceable against Aon Anaconda in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (ai) Aon UK Buyer has all requisite corporate or similar power and authority to enter into execute and deliver this Agreement Agreement, the Employment Agreement, and each of the Expenses Reimbursement Agreement other Transaction Documents to which it is a party, to perform its obligations under this Agreement, the Employment Agreement, and each of the other Transaction Documents to which it is a party and to consummate the portions transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Employment Agreement and each of the other Transaction Documents to be completed prior to the Aon CSA. The execution and delivery of this Agreement which it is a party and the Expenses Reimbursement Agreement has consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Aon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board of Directors and (in the case of the issuance of Aon Shares in connection with the Acquisition, except for (i) receipt of the Aon Shareholder Approval, (ii) the Required Assignment, and (iii) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court), no other all necessary corporate proceedings action on the part of Aon or any Aon Subsidiary Buyer and no other corporate proceedings, including approval by the shareholders of Buyer, on the part of Buyer are necessary to authorize the consummation of the Transactions transactions contemplated hereby and pursuant to the Expenses Reimbursement thereby. This Agreement. On or prior to the date hereof, the Aon UK Board of Directors has determined that the Transactions are advisable Employment Agreement, and in the best interests of Aon UK and the Aon Shareholders and accordingly, the Aon UK Board of Directors expect that, following the appointment each of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, they will, subject other Transaction Documents to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board Recommendation. This Agreement has which Buyer is a party have been duly and validly executed and delivered by Aon Buyer and, assuming this Agreement constitutes Agreement, the Employment Agreement, and the other Transaction Documents each constitute the valid and binding agreement of WTWSeller and/or the other parties thereto, constitutes this Agreement, the Employment Agreement, and each of the other Transaction Documents to which Buyer is a party constitute the valid and binding agreement of AonBuyer, enforceable against Aon Buyer in accordance with its their terms, except that (i) to the extent such enforcement may be subject to applicable limited by bankruptcy, insolvency, examinership, fraudulent transferconveyance, reorganization, moratorium or and other similar Laws, now or hereafter in effect, affecting or Laws relating to the enforcement of or affecting creditors’ rights generally generally, general equitable principles (whether considered in a proceeding in equity or at Law) and (ii) equitable remedies any implied covenant of specific performance good faith and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtfair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK Each of Parent and Merger Sub has all requisite the corporate or similar power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and to consummate the portions of the Transaction to be completed prior to the Aon CSAcarry out its obligations hereunder. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement has consummation of the transactions contemplated hereby have been duly and validly authorized by the Aon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board Boards of Directors of Parent and (in the case of the issuance of Aon Shares in connection with the Acquisition, except for (i) receipt of the Aon Shareholder Approval, (ii) the Required Assignment, Merger Sub and (iii) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court), no other corporate or stockholder proceedings on the part of Aon Parent or any Aon Subsidiary Merger Sub are necessary to authorize the consummation of the Transactions and pursuant to the Expenses Reimbursement this Agreement. On or prior to the date hereof, the Aon UK Board issuance of Directors has determined that the Transactions are advisable and in the best interests of Aon UK Parent Common Stock and the Aon Shareholders and accordingly, the Aon UK Board of Directors expect that, following the appointment of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, they will, subject to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board Recommendationother transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Aon Parent and Merger Sub and, assuming this Agreement has been duly and validly executed and delivered by the other parties hereto, this Agreement constitutes the a valid and binding agreement of WTW, constitutes the valid Parent and binding agreement of AonMerger Sub, enforceable against Aon each of them in accordance with its terms, terms (except that (i) such enforcement insofar as enforceability may be subject to limited by applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Lawslaws affecting creditors' rights generally, now or hereafter in effect, affecting or relating to by principles governing the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms availability of equitable relief may be remedies). Neither Parent nor Merger Sub is subject to equitable defenses and or obligated under any charter, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by its executing or carrying out this Agreement, except for any breaches or violations which would not, in the discretion aggregate, reasonably be expected to have a Material Adverse Effect on Parent. Other than in connection with or in compliance with the provisions of the court before DGCL, the Securities Act, the Exchange Act, the HSR Act, the Communications Act, Section 4043 of ERISA, any non-United States competition, antitrust and investments laws and the securities, blue sky or antitrust laws of the various states, and, other than the filing of the Certificate of Merger with the Delaware Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation, no authorization, consent or approval of, or filing with, any Governmental Entity is necessary for the consummation by Parent of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent; provided that Parent makes no representation with respect to such of the foregoing as are required by reason of the regulatory status of Company or any proceeding therefor may be broughtof its Significant Subsidiaries or facts specifically pertaining to any of them.

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK Each of Parent and Merger Sub has all requisite the corporate or similar power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and to consummate the portions of the Transaction to be completed prior to the Aon CSAcarry out its obligations hereunder. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement has consummation of the transactions contemplated hereby have been duly and validly authorized by the Aon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board Boards of Directors of Parent and (in the case of the issuance of Aon Shares in connection with the Acquisition, except for (i) receipt of the Aon Shareholder Approval, (ii) the Required Assignment, Merger Sub and (iii) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court), no other corporate or stockholder proceedings on the part of Aon Parent or any Aon Subsidiary Merger Sub are necessary to authorize the consummation of the Transactions and pursuant to the Expenses Reimbursement this Agreement. On or prior to the date hereof, the Aon UK Board issuance of Directors has determined that the Transactions are advisable and in the best interests of Aon UK Parent Common Stock and the Aon Shareholders and accordingly, the Aon UK Board of Directors expect that, following the appointment of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, they will, subject to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board Recommendationother transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Aon Parent and Merger Sub and, assuming this Agreement has been duly and validly executed and delivered by the other parties hereto, this Agreement constitutes the a valid and binding agreement of WTW, constitutes the valid Parent and binding agreement of AonMerger Sub, enforceable against Aon each of them in accordance with its terms, terms (except that (i) such enforcement insofar as enforceability may be subject to limited by applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Lawslaws affecting creditors' rights generally, now or hereafter in effect, affecting or relating to by principles governing the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms availability of equitable relief may be remedies). Neither Parent nor Merger Sub is subject to equitable defenses and or obligated under any charter, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by its executing or carrying out this Agreement, except for any breaches or violations which would not, in the discretion aggregate, reasonably be expected to have a Material Adverse Effect on Parent. Other than in connection with or in compliance with the 21 29 provisions of the court before DGCL, the Securities Act, the Exchange Act, the HSR Act, the Communications Act, Section 4043 of ERISA, any non-United States competition, antitrust and investments laws and the securities, blue sky or antitrust laws of the various states, and, other than the filing of the Certificate of Merger with the Delaware Secretary of State and any necessary state filings to maintain the good standing or qualification of the Surviving Corporation, no authorization, consent or approval of, or filing with, any Governmental Entity is necessary for the consummation by Parent of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent; provided that Parent makes no representation with respect to such of the foregoing as are required by reason of the regulatory status of Company or any proceeding therefor may be broughtof its Significant Subsidiaries or facts specifically pertaining to any of them.

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK Each of IAC, NewCo and Merger Sub has all the requisite corporate or similar power and authority to enter into this Agreement and each other document to be entered into by IAC or NewCo in connection with the Expenses Reimbursement Agreement transactions (including the Ancillary Agreements) contemplated hereby and thereby (together with this Agreement, the “HomeAdvisor Transaction Documents”), to consummate the portions of transactions contemplated hereby and thereby, including the Transaction to be completed prior to the Aon CSAMerger. The execution and delivery by IAC, NewCo and Merger Sub of this Agreement and the Expenses Reimbursement Agreement consummation of the transactions contemplated hereby and by the Ancillary Agreements has been, and the execution, delivery and performance by IAC, NewCo and Merger Sub of the other HomeAdvisor Transaction Documents and the consummation of the transactions contemplated thereby has been or shall be, duly and validly authorized by all necessary corporate action on the Aon Board part of Directors. The consummation of the Transactions IAC, NewCo and the entry into the Required Assignment will be duly and validly authorized by the Aon Board of Directors and (in the case of the issuance of Aon Shares in connection with the AcquisitionMerger Sub, and, except for (i) receipt of the Aon Shareholder Approval, (ii) the Required Assignment, and (iii) the filing of the required documents and other actions in connection Certificate of Merger with the Scheme with, and to receipt Secretary of the required approval State of the Scheme by, the High Court)Delaware, no other corporate proceedings on the part of Aon either IAC, NewCo or any Aon Subsidiary Merger Sub or vote of IAC’s or NewCo’s securityholders are necessary to authorize the execution and delivery by IAC, NewCo and Merger Sub of this Agreement and the Ancillary Agreements and the consummation of the Transactions Merger and pursuant to the Expenses Reimbursement Agreementtransactions contemplated hereby and thereby. On or prior to the date hereof, the Aon UK The IAC Board of Directors has (i) unanimously determined that the Transactions are advisable and it is in the best interests of Aon UK IAC and its stockholders, and declared it advisable, to enter into this Agreement, and (ii) approved the execution, delivery and performance of this Agreement and the Aon Shareholders consummation of the transactions contemplated hereby and accordingly, by the Aon UK Ancillary Agreements. The NewCo Board of Directors expect thathas (i) unanimously determined that it is in the best interests of NewCo and its sole stockholder, following and declared it advisable, to enter in this Agreement and (ii) approved the appointment execution, delivery and performance of this Agreement and the consummation of the Aon Ireland Board transactions contemplated hereby and by the Ancillary Agreements, including the issuance of Directors upon completion shares of NewCo Class A Common Stock in the Merger and shares of NewCo Class B Common Stock in the IAC Share Issuance. As of the Aon CSA and date of this Agreement, the Required Assignmentresolutions referred to in the preceding sentence have not been rescinded, they willmodified, subject to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board Recommendationamended or withdrawn. This Agreement has been been, and the HomeAdvisor Transaction Documents shall be, duly and validly executed and delivered by Aon andeach of IAC, NewCo and Merger Sub, and assuming the due authorization, execution and delivery of this Agreement by the Company, and assuming each of this Agreement and the HomeAdvisor Transaction Documents constitutes the legal, valid and binding agreement of WTWthe counterpart(ies) thereto, constitutes this Agreement constitutes, and the HomeAdvisor Transaction Documents will constitute, the legal, valid and binding agreement agreements of AonIAC, NewCo or Merger Sub, as the case may be, enforceable against Aon each of them, in accordance with its their terms, except that (i) as such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtRemedies Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK Buyer Parent has all requisite necessary corporate or similar power and authority to enter into execute, deliver, perform its obligations under and consummate the transactions contemplated by this Agreement and the Expenses Reimbursement Agreement and Ancillary Agreements, to consummate the portions extent it will be a party thereto. The consummation of the Transaction to be completed prior to transactions contemplated hereby and thereby and the Aon CSA. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement has Ancillary Agreements, to the extent it will be a party thereto, and the performance of all of its obligations hereunder and thereunder have been duly and validly authorized by the Aon Board of DirectorsBuyer Parent. The consummation execution, delivery and performance by Buyer Parent of this Agreement and the Ancillary Agreements, to the extent it will be a party thereto, are not prohibited or limited by, and shall not result in a breach of or a default under, any provision of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board Organizational Documents of Directors and (in the case Buyer Parent, or a material breach or a material default under any material Contract binding on Buyer Parent, or of the issuance of Aon Shares in connection with the Acquisition, except for (i) receipt of the Aon Shareholder Approval, (ii) the Required Assignment, and (iii) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court), no other corporate proceedings on the part of Aon or any Aon Subsidiary are necessary to authorize the consummation of the Transactions and pursuant to the Expenses Reimbursement Agreement. On or prior to the date hereof, the Aon UK Board of Directors has determined that the Transactions are advisable and in the best interests of Aon UK and the Aon Shareholders and accordingly, the Aon UK Board of Directors expect that, following the appointment of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, they will, subject to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board RecommendationOrder. This Agreement has been duly and validly executed and delivered by Aon Buyer Parent, and the Ancillary Agreements will, at the Closing, be duly executed and delivered by Buyers to the extent Buyers are party thereto, and, assuming due and valid authorization, execution and delivery by each other Party thereto (other than any other Buyer), this Agreement constitutes constitutes, and when executed and delivered by Buyer Parent, to OC\1994682.10 the extent Buyers are party thereto, the Ancillary Agreements will constitute, legal, valid and binding agreement obligations of WTWBuyers, constitutes the valid and binding agreement of Aon, as applicable enforceable against Aon Buyers in accordance with its their respective terms, except that (i) such the enforcement hereof or thereof may be subject to applicable limited by (x) bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (iiy) equitable remedies general principles of specific performance equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Buyer Parent has all necessary corporate power and injunctive and other forms of equitable relief may be subject authority to equitable defenses cause each Buyer that is a party to any Ancillary Agreement to perform such Buyer’s obligations thereunder and to consummate the discretion of Transactions, including the court before which any proceeding therefor may be broughttransactions contemplated by the applicable Ancillary Agreement.

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK Each of the Broadcom Parties has all requisite corporate or similar power and authority to enter into this Agreement and (in the Expenses Reimbursement case of Broadcom and Holdco) the Implementation Agreement and, subject (in the case of the Redomiciliation and the issuance of Holdco Shares in connection with the Merger) to receipt of the Broadcom Shareholder Approval, (in the case of the Redomiciliation) to the issuance of the Singapore Court Order, and (in the case of the Merger) to the adoption of this Agreement by Merger Sub’s sole stockholder (which adoption shall occur promptly after the execution and delivery of this Agreement), to consummate the portions of Transactions, including the Transaction to be completed prior to Redomiciliation and the Aon CSAMerger. The execution and delivery of this Agreement and the Expenses Reimbursement Implementation Agreement has and the consummation of the Transactions have been duly and validly authorized by the Aon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Broadcom Board of Directors and (in the case of the Redomiciliation and the issuance of Aon Holdco Shares in connection with the AcquisitionMerger, except for (i) receipt of the Aon Broadcom Shareholder Approval, Approval and the adoption of this Agreement by Merger Sub’s sole shareholder and (ii) the Required Assignment, and (iii) the filing lodging of the required documents and other actions in connection Singapore Court Order with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court), ACRA) no other corporate proceedings on the part of Aon Broadcom, Holdco or any Aon Broadcom Subsidiary are necessary to authorize the consummation of the Transactions and pursuant to the Expenses Reimbursement AgreementTransactions. On or prior to the date hereof, the Aon UK Broadcom Board of Directors has unanimously (A) determined that the Transactions terms of the Redomiciliation and the Merger are advisable fair to, and in the best interests of, Broadcom and its shareholders, (B) determined that it is in the best interests of Aon UK Broadcom and its shareholders to enter into, and declared advisable, this Agreement and the Aon Shareholders Implementation Agreement, (C) approved the execution and accordinglydelivery by Broadcom of this Agreement and the Implementation Agreement, the Aon UK Board performance by Broadcom of Directors expect that, following its covenants and agreements contained herein and therein and the appointment consummation of the Aon Ireland Board of Directors upon completion of the Aon CSA Redomiciliation and the Required AssignmentMerger upon the terms, they willand subject to the conditions, contained herein and therein and (D) has adopted a resolution to make, subject to Section 7.4 and to 5.3, the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Broadcom Board Recommendation. This Agreement has been duly and validly executed and delivered by Aon each Broadcom Party and, assuming this Agreement constitutes the valid and binding agreement of WTWthe Company, constitutes the valid and binding agreement of Aoneach Broadcom Party, enforceable against Aon each such Party in accordance with its terms, except that (i) such enforcement as may be subject to applicable bankruptcylimited by Bankruptcy and Equity Exceptions. The Implementation Agreement has been duly and validly executed and delivered by Broadcom and Holdco and constitutes the valid and binding agreement of such Broadcom Party, insolvencyenforceable against each such Party in accordance with its terms, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief except as may be subject to equitable defenses limited by Bankruptcy and to the discretion of the court before which any proceeding therefor may be broughtEquity Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK The Company has all requisite corporate or similar power and authority to enter into this Agreement and and, subject to receipt of the Expenses Reimbursement Agreement and Company Stockholder Approval, to consummate the portions of the Transaction to be completed prior to the Aon CSAtransactions contemplated by this Agreement. The execution and delivery of this Agreement and the Expenses Reimbursement consummation of the transactions contemplated by this Agreement has have been duly and validly authorized by the Aon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board of Directors and (in acting by unanimous action of those directors who voted, and, recommended unanimously by the case of the issuance of Aon Shares in connection with the AcquisitionIndependent Committee and, except for (i) receipt of the Aon Shareholder Approval, (ii) the Required AssignmentCompany Stockholder Approvals, and (iiiii) the filing of the required documents and other actions in connection Certificate of Merger with the Scheme with, and to receipt Secretary of State of the required approval State of the Scheme by, the High Court)Delaware, no other corporate proceedings on the part of Aon or any Aon Subsidiary the Company are necessary to authorize this Agreement or the consummation of the Transactions and pursuant to the Expenses Reimbursement transactions contemplated by this Agreement. On or prior to the date hereof, the Aon UK Board of Directors The Independent Committee has unanimously determined and resolved (i) that the Transactions are advisable Merger is fair to, and in the best interests of Aon UK and the Aon Shareholders and accordinglyof, the Aon UK Company and its stockholders that do not own Rollover Shares and other than Vardon and (ii) to recommend that the Board of Directors expect thatapprove this Agreement and declare its advisability, following propose this Agreement to the appointment of Company’s stockholders for adoption thereby and recommend that the Aon Ireland Company’s stockholders adopt this Agreement and the transactions contemplated hereby (the “Independent Committee Recommendation”). The Board of Directors upon completion has, by unanimous action of those directors who voted, determined and resolved (i) that the Merger is fair to, and in the best interests of, the Company and its stockholders that do not own Rollover Shares and other than Vardon, (ii) to propose this Agreement for adoption by the Company’s stockholders and to declare the advisability of this Agreement and (iii) to recommend that the Company’s stockholders adopt this Agreement and the transactions contemplated by this Agreement (the “Board Recommendation” and, together with the Independent Committee Recommendation, the “Recommendation”), all of which determinations and resolutions have not been rescinded, modified or withdrawn in any way as of the Aon CSA and the Required Assignment, they will, subject to Section 7.4 and to the obligations date of the Aon Ireland Board of Directors under applicable Law, make the Aon Board Recommendationthis Agreement. This Agreement has been duly and validly executed and delivered by Aon the Company and, assuming the due authorization, execution and delivery of this Agreement constitutes the valid by Parent and binding agreement of WTWMerger Sub, constitutes the valid and binding agreement of Aonthe Company, enforceable against Aon the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK The Company has all the requisite corporate or similar power and authority to enter into and perform its obligations under this Agreement and the Expenses Reimbursement Agreement and to consummate the portions of the Transaction to be completed prior to the Aon CSAtransactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement and the Expenses Reimbursement Agreement has consummation of the transactions contemplated hereby have been duly and validly authorized by the Aon Board board of Directors. The consummation directors of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board of Directors and (in the case of the issuance of Aon Shares in connection with the AcquisitionCompany and, except for (i) receipt of the Aon Shareholder Approval, (ii) the Required Assignment, Merger Approval and (iii) the filing of the required documents and other actions in connection Certificate of Merger with the Scheme withSecretary of State of the State of Delaware, and to receipt assuming the accuracy of the required approval of the Scheme by, the High Courtrepresentations and warranties contained in Section 4.06(c), no other corporate proceedings on the part of Aon or any Aon Subsidiary the Company are necessary to authorize the consummation of the Transactions transactions contemplated hereby. The Special Committee, at a meeting duly called and pursuant to held, has by unanimous vote of all its members approved and declared this Agreement and the Expenses Reimbursement Agreement. On or prior to transactions contemplated hereby, including the date hereofMerger, the Aon UK Board of Directors has advisable and determined that the Transactions such transactions are advisable fair to, and in the best interests of Aon UK the Company and its stockholders. Subject to Section 5.02(d) and Section 5.03, the board of directors of the Company, based on the unanimous recommendation of the Special Committee has unanimously, by resolutions duly adopted at a meeting duly called and held, (x) duly and validly approved and declared advisable this Agreement and the Aon Shareholders transactions contemplated hereby, (y) determined that the terms of this Agreement are fair to, and accordinglyin the best interests of, the Aon UK Board Company and its stockholders other than the Contributing Stockholders and (z) resolved to recommend in accordance with applicable Law that the Company’s stockholders vote in favor of Directors expect that, following adoption of this Agreement (the appointment of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, they will, subject to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board “Recommendation”). This Agreement has been duly and validly executed and delivered by Aon the Company and, assuming this Agreement constitutes the valid and binding agreement of WTWParent and Merger Sub, constitutes the valid and binding agreement of Aonthe Company, enforceable against Aon the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable the effects of bankruptcy, insolvency, examinership, fraudulent transferconveyance, reorganization, moratorium or and other similar Laws, now or hereafter in effect, affecting or Laws relating to the enforcement of or affecting creditors’ rights generally generally, general equitable principles (whether considered in a proceeding in equity or at Law) and (ii) equitable remedies any implied covenant of specific performance good faith and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtfair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK The Company has all the requisite corporate or similar power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and to consummate the portions transactions contemplated by this Agreement, including the Offer and the Merger. No vote of the Transaction holders of any class or series of capital stock of the Company is necessary to be completed prior to adopt this Agreement or approve or consummate the Aon CSAtransactions contemplated by this Agreement (including the Offer and the Merger). The execution execution, delivery and delivery performance of this Agreement by the Company and the Expenses Reimbursement consummation of the Offer, Merger and the other transactions contemplated by this Agreement has have been duly and validly authorized by the Aon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Company Board of Directors and (in the case of the issuance of Aon Shares in connection with the Acquisition, except for (i) receipt of the Aon Shareholder Approval, (ii) the Required Assignment, and (iii) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court), no other corporate proceedings on the part of Aon the Company or any Aon Subsidiary are vote or consent of the Company’s stockholders is necessary to authorize the consummation execution, delivery and performance by the Company of this Agreement or to consummate the Transactions Offer, the Merger and pursuant to the Expenses Reimbursement other transactions contemplated by this Agreement. On or prior to the date hereof, the Aon UK The Company Board of Directors has unanimously (i) determined that the Transactions terms of this Agreement, the Offer and the Merger are advisable fair to, and in the best interests of, the Company and its stockholders, (ii) determined that it is in the best interests of Aon UK the Company and its stockholders, and declared it advisable, to enter into this Agreement, (iii) duly and validly approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the Aon Shareholders and accordinglyconsummation of the Offer, the Aon UK Board of Directors expect that, following the appointment of the Aon Ireland Board of Directors upon completion of the Aon CSA Merger and the Required Assignmentother transactions contemplated by this Agreement upon the terms and subject to the conditions contained in this Agreement, they will, and (iv) subject to Section 7.4 7.3, resolved to make the Company Recommendation, and to include such Company Recommendation in the obligations of Schedule 14D-9 and the Aon Ireland Board of Directors under applicable Law, make the Aon Board RecommendationOffer Documents. This Agreement has been duly and validly executed and delivered by Aon the Company, and, assuming the due execution and delivery of this Agreement constitutes by the Parent and Merger Sub, this Agreement constitutes, and the other agreements contemplated hereby upon execution and delivery by the Company will each constitute, a legal, valid and binding agreement obligation of WTW, constitutes the valid and binding agreement of AonCompany, enforceable against Aon the Company in accordance with its terms, except that (i) as such enforcement enforceability may be subject to limited by (A) applicable bankruptcy, insolvency, examinership, fraudulent transferbankruptcy, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws affecting or relating to the enforcement of creditors’ rights generally generally, and (iiB) applicable equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any principles (whether considered in a proceeding therefor may be broughtat law or in equity).

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK Each of Leucadia and Merger Sub Two has all the requisite corporate or similar limited liability company power and authority to enter into this Agreement and and, subject to the Expenses Reimbursement Agreement and Leucadia Stockholder Approval, to consummate the portions of the Transaction to be completed prior to the Aon CSATransactions. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement has consummation of the Transactions have been duly and validly authorized by the Aon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Leucadia Board of Directors and (in the case sole member of the issuance of Aon Shares in connection with the AcquisitionMerger Sub Two, and except for (i) receipt of the Aon Shareholder Leucadia Stockholder Approval, (ii) the Required Assignmentapproval of the Leucadia Board of Directors of the Leucadia Mirror Certificate of Designation, and if applicable, (iii) the filing of the required documents Certificate of Merger and other actions in connection the Leucadia Mirror Certificate of Designation, if any, with the Scheme withSecretary of State of the State of Delaware and the Secretary of State of the State of New York, as applicable, and to receipt (iv) any consents, authorizations, approvals, filings or exceptions in connections with compliance with the rules of the required approval of New York Stock Exchange with respect to the Scheme by, Leucadia Common Stock to be issued pursuant to the High Court)Second Merger, no other corporate proceedings on the part of Aon Leucadia or any Aon Subsidiary Merger Sub Two are necessary to authorize this Agreement or the consummation of the Transactions and pursuant to the Expenses Reimbursement AgreementTransactions. On or prior to the date hereof, the Aon UK The Leucadia Board of Directors Directors, at a meeting duly called and held, has determined duly adopted resolutions (A) determining that the Transactions are advisable and it is in the best interests of Aon UK Leucadia and its stockholders, and declared it advisable, to enter into this Agreement, to issue the Common Merger Consideration and Preferred Merger Consideration, to adopt the Leucadia Charter Amendment, (B) approving this Agreement and authorizing the execution, delivery and performance of this Agreement and the Aon Shareholders and accordinglyconsummation of the Transactions, including the Second Merger, the Aon UK Board of Directors expect thatLeucadia Charter Amendment, following and the appointment issuance of the Aon Ireland Board Common Merger Consideration and Preferred Merger Consideration, (C) directing that the Leucadia Stockholder Approval Matters be submitted to a vote at a meeting of Directors upon completion stockholders of the Aon CSA Leucadia and the Required Assignment, they will, (D) subject to Section 7.4 and to the obligations 5.3(b), recommending that stockholders of Leucadia vote in favor of the Aon Ireland Board Leucadia Stockholder Approval Matters (the item set forth in clause (D) of Directors under applicable Lawthis sentence, make the Aon Board “Leucadia Recommendation”). This Agreement has been duly and validly executed and delivered by Aon Leucadia and Merger Sub Two and, assuming this Agreement constitutes the valid and binding agreement of WTWJefferies, New Jefferies and Merger Sub One, this Agreement constitutes the valid and binding agreement of AonLeucadia and Merger Sub Two, enforceable against Aon each of Leucadia and Merger Sub Two in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a1) Aon UK Elan has all requisite corporate or similar power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of this Agreement) to receipt of the Elan Shareholder Approval (and, in the case of the Holdco Distributable Reserves Creation, to approval of the Elan Distributable Reserves Resolution by the Elan Shareholders and the Bidder Distributable Reserves Resolution by the Bidder Shareholders, to the adoption by the shareholders of Holdco of the resolution contemplated by Clause 7.9.3(1) and to receipt of the required approval by the High Court), to consummate the portions of transactions contemplated hereby and thereby, including the Transaction to be completed prior to the Aon CSAAcquisition. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement has and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized authorised by the Aon Elan Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board of Directors and (in the case of the issuance of Aon Shares in connection with the Acquisitionand, except for (iA) receipt of the Aon Elan Shareholder Approval, (ii) the Required Assignment, and (iiiB) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court), and (C) the filing of the Court Order with the Registrar of Companies, no other corporate proceedings on the part of Aon or any Aon Subsidiary Elan are necessary to authorize authorise the consummation of the Transactions and pursuant to the Expenses Reimbursement Agreementtransactions contemplated hereby. On or prior to the date hereof, the Aon UK Elan Board of Directors has determined that the Transactions transactions contemplated by this Agreement are advisable fair to and in the best interests of Aon UK Elan and the Aon Elan Shareholders and accordingly, the Aon UK Board of Directors expect that, following the appointment of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, they willhas adopted a resolution to make, subject to Section 7.4 Clause 5.3 and to the obligations of the Aon Ireland Elan Board of Directors under applicable Lawthe Takeover Rules, make the Aon Board Scheme Recommendation. This Agreement has been duly and validly executed and delivered by Aon Elan and, assuming this Agreement constitutes the valid and binding agreement of WTWthe Bidder Parties, constitutes the valid and binding agreement of AonElan, enforceable against Aon Elan in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK The Company has all the requisite corporate or similar power and authority to enter into this Agreement and and, subject to the Expenses Reimbursement Agreement and receipt of the Company Stockholder Approval, to consummate the portions of transactions contemplated by this Agreement, including the Transaction to be completed prior to the Aon CSAMerger. The execution execution, delivery and delivery performance of this Agreement by the Company and the Expenses Reimbursement Agreement has consummation of the Merger have been duly and validly authorized by the Aon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Company Board of Directors and, other than the Company Stockholder Approval and (in the case of the issuance of Aon Shares in connection with the Acquisition, except for (i) receipt of the Aon Shareholder Approval, (ii) the Required Assignment, and (iii) the filing of the required documents and other actions in connection Certificate of Merger with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court)Delaware Secretary, no other corporate proceedings on the part of Aon the Company or any Aon Subsidiary vote of the Company’s stockholders are necessary to authorize the execution and delivery by the Company of this Agreement and the consummation of the Transactions and pursuant to the Expenses Reimbursement AgreementMerger. On or prior to the date hereof, the Aon UK The Company Board of Directors has unanimously (i) determined that this Agreement, the Transactions Merger and the other transactions contemplated hereby are advisable fair to, and in the best interests of Aon UK and the Aon Shareholders and accordinglyof, the Aon UK Board of Directors expect thatCompany and its stockholders, following the appointment of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, they will, subject to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board Recommendation. This Agreement has been duly and validly executed and delivered by Aon and, assuming this Agreement constitutes the valid and binding agreement of WTW, constitutes the valid and binding agreement of Aon, enforceable against Aon in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance approved, authorized, adopted and injunctive declared advisable this Agreement, the Merger and other forms of equitable relief may be subject transactions contemplated hereby, including the Merger, (iii) resolved to equitable defenses and to recommend that the discretion stockholders of the court before which Company vote in favor of the adoption of this Agreement and the transactions contemplated hereby and (iv) determined, after taking into account the preservation of the Tax Benefits (as defined in the Company Certificate), (A) to waive the application of any proceeding therefor may be broughtrestrictions contained in Article IV of the Company Certificate with respect to this Agreement and the Voting Agreements, and the transactions contemplated hereby and thereby, including, the Merger, including ensuring that the restrictions set forth in Section E.2(a) of Article IV of the Company Certificate shall not apply to this Agreement and the Voting Agreements, and the transactions contemplated hereby and thereby, including, the Merger, notwithstanding the effect of any such waiver on the Tax Benefits (as such term is defined in the Company Certificate) and (B) that such waiver is in the best interests of the Company and its stockholders (together with clause (A), the “Company Rights Determinations”).

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK Each of Parent and Xxxxxx Sub has all the requisite corporate or similar power and authority to enter into execute and deliver this Agreement and the Expenses Reimbursement Agreement and to consummate the portions of the Transaction to be completed prior and, subject to the Aon CSA. The adoption of this Agreement by the sole stockholder of Merger Sub (the “Merger Sub Stockholder Approval”) (which Merger Sub Stockholder Approval will be obtained promptly following the execution and delivery of this Agreement), to consummate the Transactions, including the Merger. The execution, delivery and performance by Xxxxxx and Xxxxxx Sub of this Agreement and the Expenses Reimbursement Agreement has consummation by each of them of the Transactions, including the Merger, have been duly and validly authorized by the Aon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board of Directors and (in the case of the issuance of Aon Shares in connection with the Acquisition, except for (i) receipt of the Aon Shareholder Approval, (ii) the Required Assignment, and (iii) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court), no other all necessary corporate proceedings action on the part of Aon Parent and Merger Sub, and no other corporate action on the part of either Parent or any Aon Subsidiary are Merger Sub is necessary to authorize the execution and delivery by Xxxxxx and Merger Sub of this Agreement or the consummation of the Transactions and pursuant to Transactions, including the Expenses Reimbursement Agreement. On or prior to the date hereof, the Aon UK Board of Directors has determined that the Transactions are advisable and in the best interests of Aon UK and the Aon Shareholders and accordingly, the Aon UK Board of Directors expect that, following the appointment of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, they will, subject to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board RecommendationMerger. This Agreement has been duly and validly executed and delivered by Aon Xxxxxx and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of WTWthe Company, this Agreement constitutes the legal, valid and binding agreement of Aon, Parent and Merger Sub and is enforceable against Aon Parent, and Merger Sub in accordance with its terms, except that (i) as such enforcement may be subject to applicable bankruptcythe Enforceability Exceptions. (b) Other than in connection with or in compliance with (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies the applicable requirements of specific performance the Exchange Act and injunctive the rules and regulations promulgated thereunder, (iii) the applicable requirements of the NASDAQ, and (iv) the Antitrust Laws, no Consents are necessary, under Applicable Law, for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement other forms than Consents the failure of equitable relief may which to obtain would not reasonably be subject expected, individually or in the aggregate, to equitable defenses prevent or materially impair or delay the ability of Parent or Merger Sub to perform any of its obligations hereunder or consummate the Merger and the other Transactions. (c) The execution and delivery by Xxxxxx and Merger Sub of this Agreement does not, and the consummation of the Transactions and compliance with the provisions hereof will not, (i) result in any loss, or suspension, limitation or impairment of any right of Parent or Merger Sub to own or use any assets required for the conduct of their business or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, first offer, first refusal, modification or acceleration of any obligation or to the discretion loss of a benefit under, trigger any material change to the scope of rights granted under, or otherwise contravene, any loan, guarantee of Indebtedness or credit agreement, Contract, Permit, concession or right, in each case, binding upon Parent or Merger Sub or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens (other than Permitted Liens), in each case, upon any of the court before which properties or assets of Parent or Merger Sub, except for such losses, suspensions, limitations, impairments, violations, defaults, rights, contraventions or Liens as would not reasonably be expected, individually or in the aggregate, to prevent or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement, (ii) conflict with or result in any proceeding therefor may violation of any provision of the charter or bylaws or other equivalent Organizational Document of Parent or Merger Sub or (iii) conflict with or violate Applicable Law or any Orders, in each case of clauses (i) and (iii), that would reasonably be broughtexpected, individually or in the aggregate, to prevent or materially impair or delay the ability of Parent or Merger Sub to perform any of its obligations hereunder or consummate the Xxxxxx and the other transactions contemplated by this Agreement.

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK The Company has all requisite corporate or similar power and authority to enter into and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to receipt of the Expenses Reimbursement Agreement and Company Shareholder Approval (as hereinafter defined), to consummate the portions of the Transaction to be completed prior to the Aon CSAtransactions contemplated hereby. The execution and delivery of this Agreement Agreement, the performance by the Company of its obligations hereunder and the Expenses Reimbursement Agreement has consummation of the transactions contemplated hereby have been duly and validly authorized by the Aon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board of Directors and (in the case of the issuance of Aon Shares in connection with the Acquisitionand, except for (i) receipt of the Aon Company Shareholder Approval, Approval and (ii) the Required Assignment, and (iii) the filing of the required documents and other actions in connection Certificate of Merger with the Scheme with, and to receipt Secretary of State of the required approval State of the Scheme by, the High Court)Texas, no other corporate proceedings on the part of Aon or any Aon Subsidiary the Company are necessary to authorize this Agreement or the consummation of Merger or to consummate the Transactions and pursuant to the Expenses Reimbursement Agreementtransactions contemplated hereby. On or prior to the date hereof, the Aon UK The Board of Directors has determined that the Transactions are advisable and it is in the best interests of Aon UK the Company and its shareholders to enter into this Agreement and has resolved to recommend that this Agreement, the execution, delivery and performance by the Company of this Agreement and the Aon Shareholders consummation of the transactions contemplated hereby, including the Merger, be approved by the holders of Company Agreement and accordinglyPlan of Merger -11- Common Stock at the Shareholders’ Meeting (including the Board’s recommendation, the Aon UK “Recommendation”); provided that a withdrawal or modification after the date hereof by the Board of Directors expect that, following the appointment Recommendation in accordance with Section 5.3 shall not be deemed a breach of the Aon Ireland Board foregoing portion of Directors upon completion of the Aon CSA and the Required Assignment, they will, subject to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board Recommendationthis sentence. This Agreement has been duly and validly executed and delivered by Aon the Company and, assuming this Agreement constitutes the valid and binding agreement of WTWParent and Merger Sub, constitutes the valid and binding agreement of Aonthe Company, enforceable against Aon the Company in accordance with its terms, except that as such enforceability (i) such enforcement may be subject to applicable limited by bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or and other similar Laws, now or hereafter in effect, Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be is subject to equitable defenses general principles of equity, whether considered in a proceeding at law or in equity, and to any implied covenant of good faith and fair dealing (the discretion of the court before which any proceeding therefor may be brought“Bankruptcy and Equity Exception”).

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK The Company has all the requisite corporate or similar power and authority to enter into execute and deliver this Agreement and and, subject to the Expenses Reimbursement Agreement and receipt of the Company Shareholder Approval (as defined in Section 4.14), to consummate the portions of the Transaction to be completed prior to the Aon CSAtransactions contemplated hereby. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement has consummation of the transactions contemplated hereby have been duly and validly authorized by the Aon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board of Directors and (in the case of the issuance of Aon Shares in connection with Company and, subject to the Acquisition, except for (i) receipt of the Aon Company Shareholder Approval, (ii) the Required Assignment, and (iii) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court), no other corporate proceedings on the part of Aon or any Aon Subsidiary the Company are necessary to authorize the consummation of the Transactions transactions contemplated hereby and pursuant to the Expenses Reimbursement Agreementthereby. On or prior to the date hereof, the Aon UK The Board of Directors of the Company has taken all appropriate action so that none of the Company, Parent or Merger Sub will be subject to the limitations on "business combinations" set forth in Part Thirteen of the TBCA by virtue of the Company, Parent and Merger Sub entering into this Agreement and consummating the transactions contemplated hereby. The Board of Directors of the Company has determined that the Transactions transactions contemplated by this Agreement are advisable and in the best interests of Aon UK the Company and that it will recommend to the Aon Shareholders and accordingly, Company's shareholders that they adopt this Agreement. Neither the Aon UK Board of Directors expect that, following the appointment Company nor any affiliate or associate of the Aon Ireland Board Company has, at any time during the last three years, owned in excess of Directors upon completion 15% of the Aon CSA and the Required Assignment, they will, subject to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board RecommendationParent Common Stock. This Agreement has been duly and validly executed and delivered by Aon the Company and, assuming this Agreement constitutes the a valid and binding agreement of WTWthe other parties hereto and the Company Shareholder Approval is received, this Agreement constitutes the a valid and binding agreement of Aonthe Company, enforceable against Aon the Company in accordance with its terms, terms (except that (i) such enforcement insofar as enforceability may be subject to limited by applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Lawslaws affecting creditors' rights generally, now or hereafter in effectby principles governing the availability of equitable remedies). Neither the Company nor any of its Subsidiaries is subject to or obligated under any charter, affecting by-law, joint venture or relating partnership agreement or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by its executing or, subject to the enforcement receipt of creditors’ rights generally Company Shareholder Approval, carrying out the transactions contemplated by this Agreement, except for any breaches or violations which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (iia) equitable remedies cause a change in control to occur under the Shareholders Agreement by and between Pool International Inc. and Arabian Petroleum Services Company ("Petroserv"), dated as of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and September 20, 1974, as amended to the discretion date of this Agreement or under any other governing documents related thereto (collectively, the "Saudi Joint Venture Agreement"), (b) result in Petroserv having the right to acquire in excess of 65% of Pool Arabia, Ltd. or (c) result in Petroserv obtaining management control of Pool Arabia, Ltd. Other than in connection with or in compliance with the provisions of the court before TBCA, the Securities Act, the Exchange Act, the HSR Act, Section 4043 of ERISA and the securities or blue sky laws of the various states (collectively, the "Company Required Approvals"), no authorization, consent or approval of, or filing with, any governmental body or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings, the failure to obtain or make which any proceeding therefor may be broughtwould not, individually or in the aggregate, have a Material Adverse Effect on the Company or substantially impair or delay the consummation of the transactions contemplated hereby.