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

Corporate Authority Relative to this Agreement; No Violation. (a) WTW has all requisite corporate power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of the Acquisition) to receipt of WTW Shareholder Approval, to perform its obligations hereunder and consummate the Transactions, including the Acquisition. The execution, delivery and performance by WTW of this Agreement the Expenses Reimbursement Agreement and the consummation of the Transactions have been duly and validly authorized by the WTW Board of Directors and in the case of the Acquisition, except for (i) the WTW Shareholder Approval and (ii) 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 delivery of the Court Order to the Registrar of Companies, no other corporate proceedings on the part of WTW are necessary to authorize the consummation of the Transactions and pursuant to the Expenses Reimbursement Agreement. On or prior to the date hereof, the WTW Board of Directors has determined that the Transactions are fair to and in the best interests of WTW and the WTW Shareholders and adopted a resolution to make, subject to Section 7.3 and to the obligations of the WTW Board of Directors under the Takeover Rules, the WTW Board Recommendation and the recommendation contemplated by Section 3.6(c). This Agreement has been duly and validly executed and delivered by WTW and, assuming this Agreement constitutes the valid and binding agreement of Aon, constitutes the valid and binding agreement of WTW, enforceable against WTW 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) WTW Each of the Partnership and the General Partner has all requisite limited partnership, limited liability company, corporate or similar power and authority to enter into this Agreement Agreements and with respect to the Expenses Reimbursement Agreement andPartnership, subject (in assuming the case of the Acquisition) to receipt of WTW Shareholder ApprovalPartnership Unitholder Approval is obtained, to perform its obligations hereunder and to consummate the Transactions, including the AcquisitionMerger. No approval by the holders of Preferred Units is required for the Partnership to perform its obligations hereunder and to consummate the Transactions, including the Merger. The execution, delivery and performance by WTW each of the Partnership and the General Partner of this Agreement the Expenses Reimbursement Agreement and the consummation of the Transactions have been duly and validly authorized by the WTW General Partner Board of Directors and in with “Special Approval” (within the case meaning of the AcquisitionExisting Partnership Agreement) and, except for (i) the WTW Shareholder Approval and (ii) the filing of the required documents and other actions in connection Articles of Merger with the Scheme with, and to receipt Registrar or Deputy Registrar of Corporations of the required approval Republic of the Scheme by, the High CourtXxxxxxxx Islands, and the delivery consents required under the Organizational Documents of certain Partnership JVs as set forth in Schedule 3.20(a)(viii) of the Court Order to the Registrar of CompaniesPartnership Disclosure Letter, no other limited partnership, limited liability company, corporate or similar proceedings on the part of WTW General Partner, the Partnership or any Partnership Subsidiary or Partnership JV are necessary to authorize the consummation of the Transactions and pursuant other than, with respect to the Expenses Reimbursement AgreementMerger, obtaining the Partnership Unitholder Approval. On or prior Prior to the date hereofexecution of this Agreement, the WTW General Partner Board of Directors has determined unanimously adopted resolutions (A) based on the resolutions of the Conflicts Committee with “Special Approval” (within the meaning of the Existing Partnership Agreement), declaring that this Agreement and the Transactions are fair and reasonable to the Partnership and in the best interests of WTW the Partnership and its Common Unitholders, (B) approving this Agreement and the WTW Shareholders Transactions, including the Merger, (C) authorizing the execution, delivery and adopted a resolution to makeperformance of this Agreement, (D) directing that this Agreement be submitted for consideration at the Partnership Special Meeting, (E) making the General Partner Board Recommendation, and (F) approving the inclusion of the General Partner Board Recommendation in the Proxy Statement, in each case subject to Section 7.3 and 5.2, a copy of which has been made available to Parent. The Transactions will not adversely affect the obligations rights of the WTW Board of Directors under the Takeover Rules, the WTW Board Recommendation and the recommendation contemplated by Section 3.6(c)limited partners holding Preferred Units. This Agreement has been duly and validly executed and delivered by WTW each of the Partnership and the General Partner and, assuming this Agreement constitutes the valid and binding agreement of AonParent and Merger Sub, constitutes the valid and binding agreement of WTWeach of the Partnership and the General Partner, enforceable against WTW the Partnership and the General Partner 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) WTW The Company has all requisite corporate power and authority to enter into this Agreement and, assuming the representations and warranties set forth in Section 4.25 are true and correct and the Expenses Reimbursement Agreement and, subject (in the case of the Acquisition) to receipt of WTW Shareholder ApprovalCompany Stockholder Approval is obtained, to perform its obligations hereunder and consummate the Transactions, including the AcquisitionMerger. The execution, execution and delivery and performance by WTW of this Agreement the Expenses Reimbursement Agreement and the consummation of the Transactions have been duly and validly authorized by the WTW Company Board of Directors and, assuming the representations and warranties set forth in the case of the AcquisitionSection 4.25 are true and correct, except for (i) the WTW Shareholder Approval and (ii) 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, and the delivery of the Court Order to the Registrar of CompaniesDSOS, no other corporate proceedings on the part of WTW the Company or any Company Subsidiary are necessary to authorize the consummation of the Transactions and pursuant other than, with respect to the Expenses Reimbursement AgreementMerger, obtaining the Company Stockholder Approval. On or prior Prior to the date hereofexecution of this Agreement, the WTW Company Board of Directors has determined unanimously (x) resolved that this Agreement and the Transactions Transactions, including the Merger, are fair to and in the best interests of WTW the Company and the WTW Shareholders stockholders of the Company, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein, in accordance with the requirements of the DGCL and (z) has adopted a resolution to makemake the Company Board Recommendation and to include the Company Board Recommendation in the Joint Proxy Statement/Prospectus, in each case subject to Section 7.3 and to the obligations of the WTW Board of Directors under the Takeover Rules, the WTW Board Recommendation and the recommendation contemplated by Section 3.6(c)5.3. This Agreement has been duly and validly executed and delivered by WTW the Company and, assuming this Agreement constitutes the valid and binding agreement of AonParent and Merger Sub, constitutes the valid and binding agreement of WTWthe Company, enforceable against WTW 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) WTW FREYR Delaware has all requisite corporate power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of the AcquisitionMerger and Redomiciliation) to receipt of WTW Shareholder Approvalthe FREYR Delaware Stockholder Approval and the satisfaction or waiver of the conditions set forth in this Agreement and the Common Draft Terms of Cross-Border Merger to the Merger, to perform its obligations hereunder and consummate the Transactions, including the AcquisitionMerger and the Redomiciliation. The execution, execution and delivery and performance by WTW of this Agreement and the Expenses Reimbursement Agreement Common Draft Terms of Cross-Border Merger and the consummation of the Transactions have been duly and validly authorized by the WTW FREYR Delaware Board of Directors and (in the case of the Acquisition, Merger except for (i) the WTW Shareholder receipt of the FREYR Delaware Stockholder Approval and (ii) the filing of the required documents and other actions in connection Certificate of Merger with the Scheme withDSOS, and to receipt of the required approval of the Scheme by, the High Court, and the delivery of the Court Order to the Registrar of Companies, as further set forth above) no other corporate proceedings on the part of WTW FREYR Delaware are necessary to authorize the consummation of the Transactions and pursuant to the Expenses Reimbursement AgreementTransactions. On or prior to the date hereof, the WTW FREYR Delaware Board of Directors has unanimously (A) determined that the Transactions terms of the Redomiciliation and Merger are fair to to, and in the best interests of, FREYR Delaware and its stockholder, (B) determined that it is in the best interests of WTW FREYR Delaware and its stockholder to enter into, and declared advisable, this Agreement and (C) approved the execution and delivery by FREYR Delaware of this Agreement, the performance by FREYR Delaware of its covenants and agreements contained herein and the WTW Shareholders consummation of the Merger upon the terms, and adopted a resolution to make, subject to Section 7.3 and to the obligations of the WTW Board of Directors under the Takeover Rulesconditions, the WTW Board Recommendation and the recommendation contemplated by Section 3.6(c)contained herein. This Agreement has been duly and validly executed and delivered by WTW FREYR Delaware and, assuming this Agreement constitutes the valid and binding agreement of AonFREYR Luxembourg, constitutes the valid and binding agreement of WTWFREYR Delaware, enforceable against WTW FREYR Delaware in accordance with its terms, except that (i) such enforcement as 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 limited by Bankruptcy 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 broughtEquity Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) WTW Each of the Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of the Acquisition) to receipt of WTW Shareholder ApprovalAgreement, to perform its obligations hereunder and and, subject to receipt of the Parent Stockholder Approval, to consummate the Transactions, including the Acquisition. The execution, execution and delivery and performance by WTW of this Agreement the Expenses Reimbursement Agreement and the consummation of the Transactions have been duly and validly authorized by the WTW Board Boards of Directors and in the case of the AcquisitionParent and Merger Sub, by Parent, as the sole stockholder of Merger Sub, and, except for (i) the WTW Shareholder Approval and (ii) 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 delivery of the Court Order to the Registrar of CompaniesParent Stockholder Approval, no other corporate proceedings on the part of WTW the Parent are necessary to authorize the Merger or the consummation of the Transactions and pursuant to the Expenses Reimbursement AgreementTransactions. On or prior to the date hereof, the WTW The Board of Directors of Parent at a meeting duly called and held at which all directors of Parent were present has (i) determined that the Transactions are Merger is fair to to, and in the best interests of WTW of, Parent and its stockholders, (ii) approved this Agreement and the WTW Shareholders and adopted a resolution to makeTransactions, (iii) unanimously resolved, subject to Section 7.3 5.3, to recommend that the Parent’s stockholders approve the Transactions, including the Merger (the “Parent Recommendation”) and to the obligations (iv) directed that such matter be submitted for consideration of the WTW Board stockholders of Directors under Parent at the Takeover RulesParent Stockholders’ Meeting, the WTW Board Recommendation and the recommendation contemplated by Section 3.6(c)such resolutions have not been subsequently rescinded, modified or withdrawn in any way. This Agreement has been duly and validly executed and delivered by WTW Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of Aonthe Company, constitutes the legal, valid and binding agreement of WTWeach of Parent and Merger Sub, enforceable against WTW 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) WTW Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of the Acquisition) to receipt of WTW Shareholder ApprovalAgreement, to perform its obligations hereunder and and, subject to receipt of the Parent Shareholder Approval, to consummate the Transactions, including the Acquisition. The execution, execution and delivery and performance by WTW of this Agreement the Expenses Reimbursement Agreement and the consummation of the Transactions have been duly and validly authorized by the WTW Board Boards of Directors of Parent and in Merger Sub and by Parent, as the case sole stockholder of the AcquisitionMerger Sub, and, except for (i) the WTW Parent Shareholder Approval and (ii) 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 delivery of the Court Order to the Registrar of CompaniesApproval, no other corporate proceedings on the part of WTW Parent or Merger Sub are necessary to authorize the Merger, the Stock Issuance or the consummation of the Transactions and pursuant to the Expenses Reimbursement AgreementTransactions. On or prior to As of the date hereof, the WTW Board of Directors of Parent has determined unanimously resolved to recommend (the “Parent Recommendation”) that Parent’s shareholders approve the Transactions are fair issuance of shares of Parent Common Stock in connection with the Merger (the “Stock Issuance”) and an amendment to and Parent’s articles of incorporation providing for an increase in the best interests authorized capital stock of WTW Parent to 495,000,000 shares (the “Charter Amendment”), and the WTW Shareholders and adopted a resolution to makesuch resolutions have not been subsequently rescinded, subject to Section 7.3 and to the obligations of the WTW Board of Directors under the Takeover Rules, the WTW Board Recommendation and the recommendation contemplated by Section 3.6(c)modified or withdrawn in any way. This Agreement has been duly and validly executed and delivered by WTW Parent and Merger Sub, and, assuming this Agreement constitutes the legal, valid and binding agreement of Aonthe Company, this Agreement constitutes the legal, valid and binding agreement of WTWeach of Parent and Merger Sub, enforceable against WTW 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. (ai) WTW Each of Verizon and Bidco has all requisite corporate power and authority to enter into this Agreement and and, with respect to Verizon the Expenses Reimbursement Agreement and, subject (in the case of the Acquisition) and to receipt of WTW Shareholder Approval, to perform its obligations hereunder and consummate the Transactionstransactions contemplated hereby and thereby, including the Acquisition. The execution, execution and delivery and performance by WTW of this Agreement and the Expenses Reimbursement Agreement and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized authorised by all necessary corporate action on the WTW Board part of Directors Verizon and (in the case of this Agreement) Bidco, and no other corporate action or proceedings on the part of Verizon or Bidco, or other vote of Verizon or Bidco stockholders, is necessary to authorize the execution and delivery by Verizon or Bidco of this Agreement and the consummation of the transactions contemplated hereby and thereby, including the Acquisition, except for (i) the WTW Shareholder Approval and (ii) other than the filing of the required documents and other actions in connection with the Scheme with, and to the receipt of the required approval of the Scheme by, the High Court, and the delivery of the Court Order to the Registrar of Companies, no other corporate proceedings on the part of WTW are necessary to authorize the consummation of the Transactions and pursuant to the Expenses Reimbursement Agreement. On or prior to the date hereof, the WTW Board of Directors has determined that the Transactions are fair to and in the best interests of WTW and the WTW Shareholders and adopted a resolution to make, subject to Section 7.3 and to the obligations of the WTW Board of Directors under the Takeover Rules, the WTW Board Recommendation and the recommendation contemplated by Section 3.6(c). This Agreement has been duly and validly executed and delivered by WTW Verizon and Bidco and, assuming this Agreement constitutes the valid and binding agreement of AonFleetmatics, constitutes the valid and binding agreement of WTWVerizon and Bidco, enforceable against WTW Verizon and Bidco in accordance with its terms, except that (iA) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganizationreorganisation, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (iiB) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses defences and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) WTW The Company has all requisite corporate power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of the Acquisition) to receipt of WTW the Company Shareholder Approval, to perform its obligations hereunder and consummate the Transactions, including the Acquisitiontransactions contemplated by this Agreement. The execution, execution and delivery and performance by WTW of this Agreement the Expenses Reimbursement Agreement and the consummation of the Transactions transactions contemplated by this Agreement have been duly and validly authorized by the WTW Board of Directors and in and, to the case of extent required, by the AcquisitionSpecial Committee (acting unanimously) and, except for (i) the WTW Shareholder Approval and Company Meeting, (ii) the Company Shareholder Approval, and (iii) the delivery to the Department of State of the State of Florida for filing of the required documents and other actions in connection with the Scheme with, and to receipt Articles of the required approval of the Scheme by, the High Court, and the delivery of the Court Order to the Registrar of CompaniesMerger, no other corporate proceedings on the part of WTW 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 Special Committee has unanimously determined and resolved, and the date hereof, the WTW Board of Directors has determined and resolved (i) that the Transactions are Merger is fair to to, and in the best interests of, the Company and its shareholders, (ii) to submit this Agreement for approval by the Company’s shareholders and to declare the advisability of WTW this Agreement and (iii) to recommend that the Company’s shareholders approve this Agreement and the WTW Shareholders transactions contemplated by this Agreement (collectively, the “Recommendation”), all of which determinations and adopted a resolution to makeresolutions have not been rescinded, subject to Section 7.3 and to the obligations modified or withdrawn in any way as of the WTW Board date of Directors under the Takeover Rules, the WTW Board Recommendation and the recommendation contemplated by Section 3.6(c)this Agreement. This Agreement has been duly and validly executed and delivered by WTW the Company and, assuming this Agreement constitutes the valid and binding agreement of AonParent and Merger Sub, constitutes the valid and binding agreement of WTWthe Company, enforceable against WTW the Company in accordance with its terms, except that (i) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency, examinershipmoratorium, 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 generally, and (ii) equitable remedies as the remedy of specific performance and injunctive and other forms of equitable injunctive 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) WTW has Parent and Merger Sub have all requisite corporate or similar power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of the Acquisitionissuance of Parent Shares in connection with the Merger and the Consolidation) to receipt of WTW the Parent Shareholder ApprovalApprovals, to perform its obligations hereunder and consummate the Transactions, including the AcquisitionMerger. The execution, execution and delivery and performance by WTW of this Agreement the Expenses Reimbursement Agreement and the consummation of the Transactions have been duly and validly authorized by the WTW Parent Board of Directors and (in the case of the Acquisitionissuance of Parent Shares in connection with the Merger and the Consolidation, except for (i) receipt of the WTW Parent Shareholder Approval Approvals and (ii) 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, and the delivery of the Court Order to the Registrar of Companies, DSOS) no other corporate proceedings on the part of WTW Parent or any 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 WTW Parent Board of Directors has determined unanimously (x) resolved that this Agreement and the Transactions are fair to and consummation of the Transactions, including the issuance of Parent Shares in connection with the Merger, is in the best interests of WTW Parent, and (y) resolved to recommend that the WTW Shareholders and adopted a resolution to make, subject to Section 7.3 and to the obligations shareholders of Parent vote in favor of the WTW Board approval of Directors under the Takeover Rules, the WTW Board Recommendation and the recommendation contemplated by Section 3.6(c)Parent Shareholder Resolutions. This Agreement has been duly and validly executed and delivered by WTW Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Aonthe Company, constitutes the valid and binding agreement of WTWParent and Merger Sub, enforceable against WTW 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) WTW Each of Parent and Merger Sub has all the requisite corporate power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of the Acquisition) to receipt of WTW Shareholder Approval, to perform its obligations hereunder and consummate the Transactions, including the Acquisitiontransactions contemplated hereby. The execution, execution and delivery and performance by WTW of this Agreement the Expenses Reimbursement Agreement and the consummation of the Transactions transactions contemplated hereby (including the issuance of shares of Parent Common Stock or Verso First Lien Notes) have been duly and validly authorized by the WTW Board of Directors of Parent, the Board of Directors of Merger Sub, and in the case sole stockholder of the AcquisitionMerger Sub, as applicable, and, except for (i) the WTW Shareholder Parent Stockholder Approval and (ii) 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, and the delivery of the Court Order to the Registrar of CompaniesDelaware, no other corporate proceedings on the part of WTW Parent or Merger Sub are necessary to authorize the consummation of the Transactions transactions contemplated hereby in accordance with the Parent Organizational Documents and pursuant to the Expenses Reimbursement AgreementDGCL. On or prior to As of the date hereof, the WTW Board of Directors has of Parent, the Board of Directors of Merger Sub, and the sole stockholder of Merger Sub have unanimously determined that the Transactions are fair to and it is in the best interests interest of WTW Parent and its stockholders and Merger Sub and its stockholder, as applicable, and declared it advisable to enter into this Agreement and consummate the WTW Shareholders and adopted a resolution to make, subject to Section 7.3 and to the obligations of the WTW Board of Directors under the Takeover Rules, the WTW Board Recommendation and the recommendation transactions contemplated by Section 3.6(c)hereby. This Agreement has been duly and validly executed and delivered by WTW Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of Aonthe Company, constitutes the legal, valid and binding agreement of WTWeach of Parent and Merger Sub, enforceable against WTW Parent and Merger Sub in accordance with its terms, except that such enforceability (i) such enforcement may be subject to limited by applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or and other similar Laws, now or hereafter in effect, Laws affecting or relating to the enforcement of creditors’ rights generally generally, and (ii) is subject to 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 the discretion of the court before which any whether considered in a proceeding therefor may be broughtin equity or at law.

Corporate Authority Relative to this Agreement; No Violation. (a) WTW No vote of holders of capital stock of Parent is necessary, pursuant to applicable Law, the Parent and Merger Sub Organizational Documents, Nasdaq rules or otherwise, to approve this Agreement or the issuance of any Parent Common Stock to be exchanged for Company Common Stock pursuant to ARTICLE II or the Transactions. Parent’s approval as the sole stockholder of Merger Sub is the only vote of the holders of any class or series of capital stock of Merger Sub that is necessary under applicable Law and the Parent and Merger Sub Organizational Documents to adopt, approve or authorize this Agreement and to consummate the Transactions. Each of Parent and Merger Sub has all requisite the required corporate power and authority to enter into execute and deliver this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of the Acquisition) to receipt of WTW Shareholder Approval, to perform its obligations hereunder and consummate the Transactions, including the AcquisitionMerger, subject only to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub. The execution, delivery and performance by WTW of this Agreement the Expenses Reimbursement Agreement by Parent and Merger Sub and the consummation by each of them of the Transactions have been duly and validly authorized by the WTW Board of Directors and in the case of the Acquisition, except for (i) the WTW Shareholder Approval and (ii) 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 delivery of the Court Order to the Registrar of Companies, no other all necessary corporate proceedings action on the part of WTW are Parent and Merger Sub, and no other corporate or comparable action on the part of any of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the Transactions Transactions. The boards of directors of Parent and pursuant to the Expenses Reimbursement Agreement. On or prior to the date hereof, the WTW Board of Directors has Merger Sub have unanimously (i) determined that the terms of this Agreement and the Transactions are fair to to, and in the best interests of, Parent and Merger Sub, respectively, and their respective stockholders, (ii) determined that it is in the best interest of WTW Parent and Merger Sub, respectively, and their respective stockholders to enter into, and declared advisable, this Agreement, and (iii) approved the execution and delivery by Parent and Merger Sub of this Agreement (including the agreement of merger, as such term is used in Section 251 of the DGCL), the performance by each of Parent and Merger Sub of its respective covenants and agreements contained herein and the WTW Shareholders consummation of the Transactions, upon the terms and adopted a resolution to make, subject to Section 7.3 and to the obligations of the WTW Board of Directors under the Takeover Rules, the WTW Board Recommendation and the recommendation contemplated by Section 3.6(c)conditions contained herein. This Agreement has been duly and validly executed and delivered by WTW Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of Aonthe Company, this Agreement constitutes the legal, valid and binding agreement of WTW, Parent and Merger Sub and is enforceable against WTW Parent and the Merger Sub in accordance with its 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 broughtEnforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (ai) WTW Xxxxxx has all requisite corporate power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of the Acquisitionthis Agreement) to receipt of WTW the Xxxxxx Shareholder ApprovalApproval (and, in the case of the Holdco Distributable Reserves Creation, to perform its obligations hereunder approval of the Xxxxxx Distributable Reserves Resolution by the Xxxxxx Shareholders and the Xxxxx Distributable Reserves Resolution by the Xxxxx Shareholders, to the adoption by the shareholders of Holdco of the resolution contemplated by Clause 7.10(c)(i) and to receipt of the required approval by the High Court), to consummate the Transactionstransactions contemplated hereby and thereby, including the Acquisition. The execution, execution and delivery and performance by WTW of this Agreement and the Expenses Reimbursement Agreement and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized authorised by the WTW Xxxxxx Board of Directors and in the case of the Acquisitionand, except for (iA) the WTW Xxxxxx Shareholder Approval and (iiB) 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 delivery of the Court Order to the Registrar of Companies, no other corporate proceedings on the part of WTW Xxxxxx 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 WTW Xxxxxx Board of Directors has determined that the Transactions transactions contemplated by this Agreement are fair to and in the best interests of WTW Xxxxxx and the WTW Xxxxxx Shareholders and has adopted a resolution to make, subject to Section 7.3 Clause 5.3 and to the obligations of the WTW Xxxxxx Board of Directors under the Takeover Rules, the WTW Board Recommendation and the recommendation contemplated by Section 3.6(c)Scheme Recommendation. This Agreement has been duly and validly executed and delivered by WTW Xxxxxx and, assuming this Agreement constitutes the valid and binding agreement of Aonthe Xxxxx Parties, constitutes the valid and binding agreement of WTWXxxxxx, enforceable against WTW Xxxxxx 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) WTW The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of the Acquisition) to receipt of WTW Shareholder the Company Stockholder Approval, to perform its obligations hereunder and consummate the Transactions, including the Acquisitiontransactions contemplated by this Agreement. The execution, execution and delivery and performance by WTW of this Agreement the Expenses Reimbursement Agreement and the consummation of the Transactions transactions contemplated by this Agreement have been duly and validly authorized by the WTW Board of Directors and in the case of the Acquisitionand, except for (i) the WTW Shareholder Approval Company Stockholder Approval, and (ii) 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, and the delivery of the Court Order to the Registrar of CompaniesDelaware, no other corporate proceedings on the part of WTW 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 WTW The Board of Directors has determined and resolved (i) that the Transactions are Merger is fair to to, and in the best interests of, the Company and its stockholders, (ii) to propose this Agreement for adoption by the Company’s stockholders and to declare the advisability of WTW this Agreement and (iii) subject to the other provisions of this agreement, to recommend that the Company’s stockholders approve this Agreement and the WTW Shareholders transactions contemplated by this Agreement (collectively, the “Recommendation”), all of which determinations and adopted a resolution to makeresolutions have not been rescinded, subject to Section 7.3 and to the obligations modified or withdrawn in any way as of the WTW Board date of Directors under the Takeover Rules, the WTW Board Recommendation and the recommendation contemplated by Section 3.6(c)this Agreement. This Agreement has been duly and validly executed and delivered by WTW the Company and, assuming this Agreement constitutes the valid and binding agreement of AonParent and Merger Sub, constitutes the valid and binding agreement of WTWthe Company, enforceable against WTW the Company in accordance with its terms, except that (i) such enforcement as rights to indemnify hereunder may be subject to applicable limited by federal or state securities laws or the public policies embodied therein, (ii) as such enforceability may be limited by bankruptcy, insolvency, examinershipmoratorium, 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 generally, and (iiiii) equitable remedies as the remedy of specific performance and injunctive and other forms of equitable injunctive 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) WTW The Company has all requisite corporate power and authority to enter into into, deliver and perform its obligations under this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of the AcquisitionMerger) to receipt of WTW Shareholder the Company Stockholder Approval, to perform its obligations hereunder and consummate the Transactions, including the Acquisitiontransactions contemplated hereby. The Board of Directors of the Company at a duly held meeting has (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance by WTW of this Agreement the Expenses Reimbursement Agreement and the consummation of the Transactions have been duly transactions contemplated hereby, including the Merger, and validly authorized by (iii) resolved to recommend that the WTW Board of Directors and in the case stockholders of the Acquisition, except Company approve the adoption of this Agreement (the “Recommendation”) and directed that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Company Meeting. Except for (i) the WTW Shareholder Company Stockholder Approval and (ii) 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, and the delivery of the Court Order to the Registrar of CompaniesDelaware, no other corporate actions or proceedings on the part of WTW the Company are necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions and pursuant to the Expenses Reimbursement Agreement. On or prior to the date hereof, the WTW Board of Directors has determined that the Transactions are fair to and in the best interests of WTW and the WTW Shareholders and adopted a resolution to make, subject to Section 7.3 and to the obligations of the WTW Board of Directors under the Takeover Rules, the WTW Board Recommendation and the recommendation transactions contemplated by Section 3.6(c)this Agreement. This Agreement has been duly and validly executed and delivered by WTW the Company and, assuming this Agreement constitutes the valid and binding agreement of AonParent and Merger Sub, constitutes the valid and binding agreement of WTWthe Company, enforceable against WTW 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) to general equitable remedies principles. As of specific performance the date hereof, the Company has no rights plan, “poison-pill” or other similar agreement or arrangement or any anti-takeover provision in the Company’s Restated Certificate of Incorporation, as amended and injunctive Amended and other forms Restated By-Laws that is as of equitable relief may be subject to equitable defenses and the date hereof, or at the Effective Time shall be, applicable to the discretion of Company, the court before which any proceeding therefor may be broughtCompany Common Stock, the Merger or the other transactions contemplated by this Agreement.

Corporate Authority Relative to this Agreement; No Violation. (a) WTW The Company has all the requisite corporate power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and, subject (in the case to adoption of this Agreement by holders of at least a majority of the Acquisition) to receipt aggregate voting power of WTW Shareholder the outstanding shares of Company Common Stock, voting together as a single class (the “Requisite Company Stockholder Approval”), to perform its obligations hereunder and consummate the Transactions, including the Acquisitiontransactions contemplated hereby. The execution, delivery and performance by WTW the Company of this Agreement the Expenses Reimbursement Agreement and the consummation of the Transactions transactions contemplated hereby, including the Xxxxxx, have been duly and validly authorized by the WTW Company Board of Directors and in the case of the Acquisitionand, except for (i) the WTW Shareholder Approval and (ii) 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 delivery of the Court Order to the Registrar of CompaniesRequisite Company Stockholder Approval, no other corporate proceedings on the part of WTW the Company or vote of the stockholders of the Company are necessary to authorize the consummation of the Transactions and pursuant transactions contemplated hereby, including the Merger. The Company Board has unanimously (i) resolved to recommend that the Expenses Reimbursement Agreement. On or prior to stockholders of the date hereofCompany adopt this Agreement (the “Company Recommendation”), the WTW Board of Directors has (ii) determined that this Agreement and the Transactions Merger are fair to and in the best interests of WTW the stockholders of the Company, (iii) approved this Agreement and the WTW Shareholders Merger, and adopted (iv) directed that the adoption of this Agreement be submitted to a resolution to make, subject to Section 7.3 and to the obligations vote at a meeting of the WTW Board stockholders of Directors under the Takeover Rules, the WTW Board Recommendation and the recommendation contemplated by Section 3.6(c)Company. This Agreement has been duly and validly executed and delivered by WTW the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of AonParent and Merger Sub, this Agreement constitutes the legal, valid and binding agreement of WTW, the Company and is enforceable against WTW the Company in accordance with its terms, except that (i) as such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, Applicable Laws affecting or relating to the enforcement of creditors’ creditor’s rights generally and the availability of equitable relief (the “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, (ii) equitable remedies filings required under, and compliance with other applicable requirements of, the Exchange Act, including the filing of specific performance the Proxy Statement with the SEC and injunctive any amendments or supplements thereto, (iii) the rules and regulations of the NYSE, (iv) the HSR Act, the EC Merger Regulation and any other forms Applicable Law of equitable relief may any jurisdiction designed to govern competition or prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively “Antitrust Laws”) and (v) the approvals set forth in Section 4.03(b) of the Company Disclosure Schedules (collectively, the “Company Approvals”), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing (collectively, “Consents”) with, any Governmental Entity is necessary, under Applicable Law, for the consummation by the Company of the transactions contemplated by this Agreement, except for such Consents the failure of which to obtain would not reasonably be subject expected to equitable defenses have, individually or in the aggregate, a Company Material Adverse Effect. (c) The execution and delivery by the Company of this Agreement does not, and (assuming the Company Approvals are obtained) 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 the Company or any of its Subsidiaries 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 any Company Contract, any right of termination, cancellation, first offer, first refusal or modification of any Company Contract, or acceleration of any obligation or loss of a benefit under, trigger any change granted under or otherwise contravene any loan, guarantee of Indebtedness or credit agreement, Contract, Permit, concession or right, in each case binding upon the Company or any of its Subsidiaries or to which any of their respective properties, rights or assets are bound or subject, (ii) result in the creation of any Liens (other than Permitted Liens), in each case, upon the property and assets of the Company or any of its Subsidiaries, (iii) conflict with or result in any violation of any provision of (A) the Company Organizational Documents or (B) Company Subsidiary Organizational Documents, or (iv) conflict with or violate any Applicable Law or Orders, except in the case of the foregoing clauses (i), (ii), (iii)(B) and (iv), (x) as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (y) has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Company to consummate the Transactions, including the Merger, prior to the discretion of the court before which any proceeding therefor may be broughtEnd Date.

Corporate Authority Relative to this Agreement; No Violation. (a) WTW BRE has all the requisite corporate power and authority to enter execute and deliver this Agreement and each other document to be entered into by BRE in connection with the Transactions (together with this Agreement, the "Transaction Documents") and, subject to the adoption of this Agreement and the Expenses Reimbursement Agreement and, subject (in the case approval of the Acquisition) Merger by the holders of a majority of the shares of BRE Common Stock entitled to receipt of WTW Shareholder vote thereon (the "BRE Stockholder Approval"), to perform its obligations hereunder and consummate the Transactions, including the Acquisition. The execution, execution and delivery and performance by WTW of this Agreement and the Expenses Reimbursement Agreement other Transaction Documents and the consummation of the Transactions have been duly and validly authorized by the WTW Board of Directors and in the case of the AcquisitionBRE and, except for (i) the WTW Shareholder Approval and (ii) 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 delivery of the Court Order to the Registrar of CompaniesBRE Stockholder Approval, no other corporate proceedings on the part of WTW BRE or vote of any 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 WTW The BRE Board of Directors has have (i) resolved to recommend that BRE's stockholders adopt this Agreement (the "Recommendation"), (ii) determined that this Agreement and the Transactions Merger are advisable and fair to and in the best interests of WTW BRE's stockholders, (iii) approved this Agreement and the WTW Shareholders Merger, and adopted a resolution (iv) directed that the adoption of this Agreement be submitted to make, subject to Section 7.3 and to the obligations BRE's stockholders for approval. Each of the WTW Board of Directors under the Takeover Rules, the WTW Board Recommendation and the recommendation contemplated by Section 3.6(c). This Agreement Transaction Documents has been duly and validly executed and delivered by WTW BRE and, assuming this Agreement each such Transaction Document constitutes the legal, valid and binding agreement of Aonthe counterparty thereto, each of the Transaction Documents constitutes the legal, valid and binding agreement of WTW, BRE and is enforceable against WTW BRE 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 BRE's understanding as of the court before which any proceeding therefor may be broughtdate hereof that all directors (other than directors abstaining due to a conflict) of BRE intend to vote in favor of the Transactions.

Corporate Authority Relative to this Agreement; No Violation. (a) WTW Company has all requisite the corporate power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of the Acquisition) to receipt of WTW Shareholder Approval, to perform carry out its obligations hereunder and consummate the Transactions, including the Acquisitionhereunder. The execution, execution and delivery and performance by WTW of this Agreement the Expenses Reimbursement Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the WTW Board of Directors and in the case of the AcquisitionCompany and, except for (i) the WTW Shareholder Approval and (ii) 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 delivery of the Court Order to the Registrar of Companiesits stockholders, no other corporate proceedings on the part of WTW Company are necessary to authorize this Agreement and the consummation transactions contemplated hereby. As of the Transactions and pursuant to the Expenses Reimbursement date of this Agreement. On or prior to the date hereof, the WTW Board of Directors of Company has determined that the Transactions transactions contemplated by this Agreement are fair to advisable and in the best interests interest of WTW and the WTW Shareholders and adopted a resolution to make, subject to Section 7.3 its stockholders and to the obligations of the WTW Board of Directors under the Takeover Rules, the WTW Board Recommendation and the recommendation contemplated by Section 3.6(c)recommend to such stockholders that they vote in favor thereof. This Agreement has been duly and validly executed and delivered by WTW Company 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 Aon, constitutes the valid and binding agreement of WTWCompany, enforceable against WTW 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). Company is not subject to or obligated under any charter, affecting bylaw or relating 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 approval of creditors’ rights generally and its stockholders, carrying out this Agreement, except for any breaches or violations which would not, in the case of any contract provision, license, franchise, permit, order or decree, in the aggregate, reasonably be expected to have a Material Adverse Effect on Company. Other than in connection with or in compliance with the provisions of the DGCL, the Securities Act, the Securities Exchange Act of 1934, as amended (iithe "EXCHANGE ACT"), the Harx-Xxxxx-Xxxxxx Xxtitrust Improvements Act of 1976, as amended (the "HSR ACT"), applicable approvals of the Federal Communications Commission (the "FCC") equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and pursuant to the discretion Communications Act of 1934, as amended, and any regulations promulgated thereunder (the "COMMUNICATIONS ACT"), Section 4043 of ERISA, any other competition, antitrust and investment laws and the securities or blue sky or antitrust laws of the court before 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 Company 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 Company; provided that Company makes no representation with respect to such of the foregoing as are required by reason of the regulatory status of Parent or any proceeding therefor may be broughtof its Subsidiaries or facts specifically pertaining to any of them.

Corporate Authority Relative to this Agreement; No Violation. (a) WTW The Company has all requisite the corporate power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of the Acquisition) to receipt of WTW Shareholder Approval, to perform carry out its obligations hereunder and consummate the Transactions, including the Acquisitionhereunder. The execution, execution and delivery and performance by WTW of this Agreement the Expenses Reimbursement Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the WTW Board of Directors and in the case of the AcquisitionCompany and, except for (i) the WTW Shareholder Approval approval and (ii) the filing adoption of the required documents and other actions agreement of merger (as such term is used in connection with the Scheme with, and to receipt Section 251 of the required DGCL) contained in this Agreement, the approval of the Scheme by, the High Court, Merger and the delivery approval of the Court Order amendment to the Registrar Company's Amended and Restated Certificate of CompaniesIncorporation to repeal Section 5.7 thereof (the "Charter Amendment"), by the holders of a majority of the outstanding shares of Company Common Stock (with the holders of Company Class A Common Stock and the holders of Company Class B Common Stock voting together as a single class) and the affirmative vote of the holders of a majority of the outstanding shares of each of the Company Class A Common Stock and Company Class B Common Stock voting as separate classes, no other corporate proceedings on the part of WTW the Company are necessary to authorize this Agreement and the consummation transactions contemplated hereby. As of the Transactions and pursuant to the Expenses Reimbursement date of this Agreement. On or prior to the date hereof, the WTW Board of Directors of the Company has determined that the Transactions transactions contemplated by this Agreement are fair to advisable and in the best interests interest of WTW and the WTW Shareholders and adopted a resolution to makeits stockholders and, subject to the provisions contained in Section 7.3 and 5.10, to the obligations of the WTW Board of Directors under the Takeover Rules, the WTW Board Recommendation and the recommendation contemplated by Section 3.6(c)recommend to such stockholders that they vote in favor thereof. This Agreement has been duly and validly executed and delivered by WTW the Company and, assuming this Agreement has been duly and validly executed and delivered by the other parties hereto, and subject to the Company Stockholder Approval (as defined in Section 5.3 hereof), this Agreement constitutes the a valid and binding agreement of Aon, constitutes the valid and binding agreement of WTWCompany, enforceable against WTW 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 similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Other than in connection with or in compliance with the provisions of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the rules of the NYSE, the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended (xxx "XXX Xxx"), any non-United States competition, antitrust and investment laws and the securities or blue sky laws of the various states, and, other similar Lawsthan 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 and its Subsidiaries (collectively, now the "Company Required Approvals"), no authorization, consent or hereafter 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 would not, in effectthe aggregate, affecting reasonably be expected to have a Material Adverse Effect on the Company; provided that the Company makes no representation with respect to such of the foregoing as are required by reason of the regulatory status of Parent or relating any of its Subsidiaries or facts specifically pertaining to any of them. Except for the Company Required Approvals, the Company is not subject to or obligated under any charter, bylaw, material contract or any governmental 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 approval of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may its stockholders, carrying out this Agreement, except for any breaches or violations which would not, in the aggregate, reasonably be subject expected to equitable defenses and to have a Material Adverse Effect on the discretion of the court before which any proceeding therefor may be broughtCompany.

Corporate Authority Relative to this Agreement; No Violation. (ai) WTW Fleetmatics has all requisite corporate power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of the Acquisitionthis Agreement) to receipt of WTW the Fleetmatics Shareholder Approval, to perform its obligations hereunder and consummate the Transactionstransactions contemplated hereby and thereby, including the Acquisition. The execution, execution and delivery and performance by WTW of this Agreement and the Expenses Reimbursement Agreement and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized authorised by the WTW Fleetmatics Board of Directors and in the case of the Acquisitionand, except for (iA) the WTW Fleetmatics Shareholder Approval and (iiB) 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 delivery of the Court Order to the Registrar of Companies, no other corporate proceedings on the part of WTW Fleetmatics 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 WTW Fleetmatics Board of Directors has determined that the Transactions transactions contemplated by this Agreement are fair to and in the best interests of WTW Fleetmatics and the WTW Fleetmatics Shareholders and has adopted a resolution to make, subject to Section 7.3 Clause 5.2 and to the obligations of the WTW Fleetmatics Board of Directors under the Takeover Rules, the WTW Board Scheme Recommendation and the recommendation contemplated by Section 3.6(cClause 3.6(c)(iii). This Agreement has been duly and validly executed and delivered by WTW Fleetmatics and, assuming this Agreement constitutes the valid and binding agreement of AonVerizon and Bidco, constitutes the valid and binding agreement of WTWFleetmatics, enforceable against WTW Fleetmatics in accordance with its terms, except that (iA) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganizationreorganisation, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (iiB) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses defences and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) WTW The Company has all requisite corporate power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of the Acquisition) to receipt of WTW Shareholder the Company Stockholder Approval, to perform its obligations hereunder and consummate the Transactions, including the AcquisitionMerger. The execution, execution and delivery and performance by WTW of this Agreement the Expenses Reimbursement Agreement and the consummation of the Transactions have been duly and validly authorized by the WTW Board board of Directors and in the case directors of the AcquisitionCompany (the “Company Board”) and, except for (i) the WTW Shareholder Approval and (ii) 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, and the delivery of the Court Order to the Registrar of CompaniesDelaware, no other corporate proceedings on the part of WTW the Company or any Company Subsidiary are necessary to authorize the consummation of the Transactions and pursuant other than, with respect to the Expenses Reimbursement AgreementMerger, obtaining the Company Stockholder Approval. On or prior Prior to the date hereofexecution of this Agreement, at a meeting duly called and held, the WTW Company Board (unanimously in the case of Directors has the Original Merger Agreement and by the vote of all directors present in the case of this Amended and Restated Agreement) (i) determined that this Agreement and the Transactions Transactions, including the Merger, are advisable, fair to and in the best interests of WTW the Company and its stockholders, (ii) approved and declared advisable this Agreement and the WTW Shareholders Transactions, including the Merger, on the terms and adopted a resolution subject to makethe conditions set forth herein, in accordance with the requirements of the DGCL and (iii) resolved to recommend that the Company’s stockholders approve the adoption of this Agreement (such recommendation, the “Company Board Recommendation”) and to include the Company Board Recommendation in the Proxy Statement, in each case subject to Section 7.3 and to the obligations of the WTW Board of Directors under the Takeover Rules, the WTW Board Recommendation and the recommendation contemplated by Section 3.6(c)5.3. This Agreement has been duly and validly executed and delivered by WTW the Company and, assuming this Agreement constitutes the valid and binding agreement of AonParent and Merger Sub, constitutes the valid and binding agreement of WTWthe Company, enforceable against WTW 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, Laws of general application affecting or relating to the enforcement of creditors’ rights generally and equitable principles of general applicability (iithe “Bankruptcy and Equity Exception”). The representations and warranties set forth in this Section 3.3(a) equitable remedies of specific performance and injunctive and other forms of equitable relief may shall be subject to equitable defenses and made with respect to the discretion Original Merger Agreement as of the court before which any proceeding therefor may be broughtOriginal Execution Date and with respect to this Amended and Restated Agreement as of the Execution Date.

Corporate Authority Relative to this Agreement; No Violation. (a) WTW Each of Parent, Acquirer and Merger Sub 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 the Acquisition) to receipt of WTW Shareholder Approval, to perform its obligations hereunder and consummate the Transactions, including the AcquisitionTransactions to which such entity is or will be a party. The execution, execution and delivery and performance by WTW of this Agreement the Expenses Reimbursement Agreement and the consummation of the Transactions have has been duly and validly authorized by all necessary action on the WTW part of Parent, the Parent Board of Directors Directors, Acquirer, the Acquirer Board of Directors, Merger Sub and the Merger Sub Sole Member, as applicable. The consummation of the Transactions will be duly and validly authorized by the Acquirer Board of Directors, the Merger Sub Sole Member and the Parent Board of Directors, as applicable, and in the case of the Acquisition, except for (i) the WTW Shareholder Approval and (ii) the filing issuance of the required documents and other actions Parent Shares in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court, and the delivery of the Court Order to the Registrar of CompaniesMergers, no other corporate proceedings on the part of WTW Acquirer, Merger Sub, Parent or any Subsidiary of Parent are necessary to authorize the consummation of the Transactions and pursuant to the Expenses Reimbursement Agreement. On which such entity is or prior to the date hereof, the WTW Board of Directors has determined that the Transactions are fair to and in the best interests of WTW and the WTW Shareholders and adopted will be a resolution to make, subject to Section 7.3 and to the obligations of the WTW Board of Directors under the Takeover Rules, the WTW Board Recommendation and the recommendation contemplated by Section 3.6(c)party. This Agreement has been duly and validly executed and delivered by WTW Acquirer, Merger Sub and Parent and, assuming this Agreement constitutes the legal, valid and binding agreement of Aonthe Company and NFP Seller, constitutes the legal, valid and binding agreement of WTWAcquirer, Merger Sub and Parent, enforceable against WTW Acquirer, Merger Sub and Parent 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) WTW The Company has all requisite corporate power and authority to enter into and deliver this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of the Acquisition) to receipt of WTW Shareholder ApprovalAgreement, to perform its obligations hereunder and and, subject to receipt of the Company Shareholder Approval (as hereinafter defined), to consummate the Transactions, including the Acquisitiontransactions contemplated hereby. The executionexecution and delivery of this Agreement, delivery and the performance by WTW the Company of this Agreement the Expenses Reimbursement Agreement its obligations hereunder and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the WTW Board of Directors and in the case of the Acquisitionand, except for (i) the WTW Company Shareholder Approval and (ii) 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, and the delivery of the Court Order to the Registrar of CompaniesTexas, no other corporate proceedings on the part of WTW 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 WTW The Board of Directors has determined that the Transactions are fair to and it is in the best interests of WTW 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 WTW Shareholders and adopted a resolution to make, subject to Section 7.3 and to the obligations consummation of the WTW transactions contemplated hereby, including the Merger, be approved by the holders of Company Agreement and Plan of Merger Common Stock at the Shareholders’ Meeting (including the Board’s recommendation, the “Recommendation”); provided that a withdrawal or modification after the date hereof by the Board of Directors under the Takeover Rules, Recommendation in accordance with Section 5.3 shall not be deemed a breach of the WTW Board Recommendation and the recommendation contemplated by Section 3.6(c)foregoing portion of this sentence. This Agreement has been duly and validly executed and delivered by WTW the Company and, assuming this Agreement constitutes the valid and binding agreement of AonParent and Merger Sub, constitutes the valid and binding agreement of WTWthe Company, enforceable against WTW 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) WTW The Company has all requisite corporate power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of the AcquisitionMerger) to receipt of WTW Shareholder the Company Stockholder Approval, to perform its obligations hereunder and consummate the Transactions, including the AcquisitionMerger. The execution, delivery and performance by WTW the Company of this Agreement the Expenses Reimbursement Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the WTW Board of Directors and of the Company (in the case of the AcquisitionMerger) and, except for (i) receipt of the WTW Shareholder Company Stockholder Approval and (ii) 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, and the delivery of the Court Order to the Registrar of CompaniesDelaware, no other corporate proceedings on the part of WTW the Company 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 WTW Board of Directors of the Company has determined unanimously (w) taken such actions necessary to amend Schedule I to the Stockholders’ Agreement to permit the transactions 42 contemplated by this Agreement, (x) resolved that this Agreement and the Transactions transactions contemplated hereby are fair to and in the best interests of WTW the Company and its stockholders, (y) approved and declared advisable this Agreement and the WTW Shareholders transactions contemplated hereby on the terms and adopted a resolution to make, subject to Section 7.3 and to the obligations conditions set forth herein, in accordance with the requirements of the WTW Board DGCL, and (z) resolved to recommend that the Company’s stockholders vote in favor of Directors under the Takeover Rules, the WTW Board Recommendation adopting this Agreement and the recommendation transactions contemplated by Section 3.6(c)hereby. This Agreement has been duly and validly executed and delivered by WTW the Company and, assuming this Agreement constitutes the valid and binding agreement of AonParent and Merger Sub, constitutes the valid and binding agreement of WTWthe Company, enforceable against WTW 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) WTW The Company has all the requisite corporate power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of the Acquisition) to receipt of WTW Shareholder Approvalthe Company Stockholder Approval if applicable with respect to the Merger, to perform its obligations hereunder and consummate the Transactions, including the Acquisitiontransactions contemplated hereby. The Board of Directors, acting upon the recommendation of the Special Committee, at a duly called and held meeting, has unanimously adopted resolutions (i) determining that the terms of the Offer, the Merger and the other transactions contemplated by this Agreement are fair to and in the best interests of the Company and its stockholders, and declaring this Agreement advisable, (ii) approving the execution, delivery and performance by WTW of this Agreement the Expenses Reimbursement Agreement and the consummation of the Transactions have been duly transactions contemplated hereby, including the Offer and validly authorized the Merger, (iii) resolving to recommend that the stockholders of the Company accept the Offer, tender their Shares to Merger Sub pursuant to the Offer and, if applicable, approve and adopt this Agreement and the Merger (the “Recommendation”), and (iv) resolving to make the Recommendation to the stockholders of the Company and directing, that, to the extent required by the WTW DGCL, this Agreement and the Merger be submitted for consideration of the stockholders of the Company at the Company Meeting. The Board of Directors and has consented to the inclusion of the Board Actions (including, without limitation, the Recommendation) in the case of the Acquisition, except for (i) the WTW Shareholder Approval and (ii) 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, Schedule 14D-9 and the delivery of Offer Documents. Except for the Court Order Company Stockholder Approval if applicable with respect to the Registrar of CompaniesMerger, no other corporate proceedings on the part of WTW the Company are necessary to authorize the consummation of the Transactions and pursuant to the Expenses Reimbursement Agreement. On or prior to the date hereof, the WTW Board of Directors has determined that the Transactions are fair to and in the best interests of WTW and the WTW Shareholders and adopted a resolution to make, subject to Section 7.3 and to the obligations of the WTW Board of Directors under the Takeover Rules, the WTW Board Recommendation and the recommendation transactions contemplated by Section 3.6(c)hereby. This Agreement has been duly and validly executed and delivered by WTW the Company and, assuming this Agreement constitutes the valid and binding agreement of AonParent and Merger Sub, constitutes the valid and binding agreement of WTWthe Company, enforceable against WTW the Company in accordance with its terms, except that (i) such enforcement may be subject to (A) 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 (iiB) equitable remedies general principles of specific performance and injunctive and other forms equity (regardless of equitable relief may be subject to equitable defenses and to whether enforceability is considered in a proceeding at law or in equity) (collectively, the discretion of the court before which any proceeding therefor may be brought“Enforceability Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) WTW AgEagle has all the requisite corporate power and authority to enter execute and deliver this Agreement and each other document to be entered into by AgEagle in connection with the Transactions (together with this Agreement, the “Transaction Documents”) and, subject to the adoption of this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of the Acquisition) to receipt of WTW AgEagle Shareholder Approval, to perform its obligations hereunder and consummate the Transactions. Bxxx Xxxxxxxx, including who owns approximately 83% of the Acquisitionissued and outstanding shares of common stock of AgEagle, has executed and delivered to the Parent a voting agreement pursuant to which Mx. Xxxxxxxx has agreed to vote such shares in favor of the Proxy Statement Proposals. The execution, execution and delivery and performance by WTW of this Agreement and the Expenses Reimbursement Agreement other Transaction Documents and the consummation of the Transactions have been duly and validly authorized by the WTW Board of Directors and in the case of the AcquisitionAgEagle and, except for (i) the WTW AgEagle Shareholder Approval and (ii) 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 delivery of the Court Order to the Registrar of CompaniesApproval, no other corporate proceedings on the part of WTW AgEagle or vote of any shareholders are necessary to authorize the consummation of the Transactions and pursuant to the Expenses Reimbursement AgreementTransactions. On or prior to the date hereof, the WTW The Board of Directors has of AgEagle have (i) resolved to recommend that the AgEagle Shareholders adopt this Agreement (the “Recommendation”), (ii) determined that this Agreement and the Transactions Merger are advisable and fair to and in the best interests of WTW the AgEagle Shareholders, (iii) approved this Agreement and the WTW Shareholders Merger, and adopted a resolution to make, subject to Section 7.3 and (iv) directed that the adoption of this Agreement be submitted to the obligations AgEagle Shareholders for approval. Each of the WTW Board of Directors under the Takeover Rules, the WTW Board Recommendation and the recommendation contemplated by Section 3.6(c). This Agreement Transaction Documents has been duly and validly executed and delivered by WTW AgEagle and, assuming this Agreement each such Transaction Document constitutes the legal, valid and binding agreement of Aonthe counterparty thereto, each of the Transaction Documents constitutes the legal, valid and binding agreement of WTW, AgEagle and is enforceable against WTW AgEagle 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 of the court before which any proceeding therefor may be brought“Remedies Exception”).

Corporate Authority Relative to this Agreement; No Violation. (a) WTW The Company has all the requisite corporate power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of the Acquisition) to receipt of WTW the Company Shareholder Approval, to perform its obligations hereunder and consummate the Transactions, including the Acquisition. The execution, execution and delivery and performance by WTW of this Agreement the Expenses Reimbursement Agreement and the consummation of the Transactions have been duly and validly authorized by the WTW Board of Directors and in acting upon a receipt of a recommendation by the case of the AcquisitionSpecial Committee and, except for (i) the WTW Company Shareholder Approval and (ii) 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, and the delivery of the Court Order to the Registrar of CompaniesDelaware, no other corporate proceedings on the part of WTW the Company are necessary to authorize this Agreement or the consummation of the Transactions and pursuant to the Expenses Reimbursement AgreementTransactions. On or prior to As of the date hereofof this Agreement, the WTW Board of Directors Directors, acting upon a receipt of a recommendation by the Special Committee, has unanimously (w) approved this Agreement and the Merger and the other Transactions in accordance with the DGCL; (x) determined that this Agreement and the Transactions are fair to to, and in the best interests of WTW of, the Company and its stockholders (other than the Rollover Holders as to which no determination has been made) and approved and declared advisable this Agreement and the WTW Shareholders and adopted a resolution Transactions; (y) agreed to make, subject to Section 7.3 and to the obligations of the WTW Board of Directors under the Takeover Rules, the WTW Board Recommendation propose this Agreement and the recommendation contemplated Transactions for approval and adoption by Section 3.6(cthe Company’s stockholders and (z) recommended that the Company’s stockholders approve and adopt this Agreement and the Transactions (the “Company Board Recommendation”), and such resolutions pursuant to which such actions were taken have not been rescinded or modified. This Agreement has been duly and validly executed and delivered by WTW the Company and, assuming this Agreement constitutes the valid and binding agreement of AonParent and Merger Sub, constitutes the legal, valid and binding agreement of WTWthe Company, enforceable against WTW the Company in accordance with its terms, except that terms subject to (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinershipreorganization, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter Laws from time to time in effect, effect affecting or relating to the enforcement of creditors’ rights generally generally, and (ii) equitable remedies general principles 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 equity, whether such principles are considered in a proceeding therefor may be broughtat Law or in equity.

Corporate Authority Relative to this Agreement; No Violation. (a) WTW The Company has all the requisite corporate power and authority to enter into execute and deliver this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of the Acquisition) to receipt of WTW the Company Shareholder Approval, to perform its obligations hereunder and consummate the Transactions, including the Acquisitiontransactions contemplated hereby. The execution, execution and delivery and performance by WTW of this Agreement the Expenses Reimbursement Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the WTW Board of Directors and in the case of the Acquisitionand, except for (i) the WTW Company Shareholder Approval and (ii) 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, and the delivery of the Court Order to the Registrar of CompaniesOhio, no other corporate proceedings on the part of WTW the Company are necessary to authorize this Agreement or the consummation of the Transactions and pursuant to the Expenses Reimbursement Agreementtransactions contemplated hereby. On or prior to the date hereof, the WTW The Board of Directors Directors, at a meeting duly called and held, has unanimously (w) approved this Agreement and the Merger and the other transactions contemplated hereby in accordance with the OGCL, including but not limited to specifically for purposes of Chapter 1704 thereof; (x) determined that the Transactions are Merger is fair to to, advisable and in the best interests of WTW the Company and its shareholders; (y) agreed to propose this Agreement and the WTW Shareholders transactions contemplated hereby for approval and adopted a resolution adoption by the Company’s shareholders and (z) agreed to make, subject to Section 7.3 recommend that the Company’s shareholders approve and to the obligations of the WTW Board of Directors under the Takeover Rules, the WTW Board Recommendation adopt this Agreement and the recommendation transactions contemplated by Section 3.6(chereby, and such resolutions pursuant to which such actions were taken have not been rescinded or modified (the resolutions described in clauses (w), (x), (y) and (z) are hereinafter referred to as the “Company Recommendation”). This Agreement has been duly and validly executed and delivered by WTW the Company and, assuming this Agreement constitutes the valid and binding agreement of AonParent and Merger Sub, constitutes the valid and binding agreement of WTWthe Company, enforceable against WTW the Company in accordance with its terms, except that terms subject to (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinershipreorganization, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter Laws from time to time in effect, effect affecting or relating to the enforcement of creditors’ rights generally generally, and (ii) equitable remedies general principles 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 equity, whether such principles are considered in a proceeding therefor may be broughtat Law or in equity.

Corporate Authority Relative to this Agreement; No Violation. (a) WTW The Company has all requisite the corporate power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of the Acquisition) to receipt of WTW Shareholder Approval, to perform carry out its obligations hereunder and consummate the Transactions, including the Acquisitionhereunder. The execution, execution and delivery and performance by WTW of this Agreement the Expenses Reimbursement Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the WTW Board of Directors and in the case of the AcquisitionCompany and, except for (i) the WTW Shareholder Approval approval and (ii) the filing adoption of the required documents and other actions agreement of merger (as such term is used in connection with the Scheme with, and to receipt Section 251 of the required DGCL) contained in this Agreement, the approval of the Scheme by, the High Court, Merger and the delivery approval of the Court Order amendment to the Registrar Company's Amended and Restated Certificate of CompaniesIncorporation to repeal Section 5.7 thereof (the "Charter Amendment"), by the holders of a majority of the outstanding shares of Company Common Stock (with the holders of Company Class A Common Stock and the holders of Company Class B Common Stock voting together as a single class) and the affirmative vote of the holders of a majority of the outstanding shares of each of the Company Class A Common Stock and Company Class B Common Stock voting as separate classes, no other corporate proceedings on the part of WTW the Company are necessary to authorize this Agreement and the consummation transactions contemplated hereby. As of the Transactions and pursuant to the Expenses Reimbursement date of this Agreement. On or prior to the date hereof, the WTW Board of Directors of the Company has determined that the Transactions transactions contemplated by this Agreement are fair to advisable and in the best interests interest of WTW and the WTW Shareholders and adopted a resolution to makeits stockholders and, subject to the provisions contained in Section 7.3 and 5.10, to the obligations of the WTW Board of Directors under the Takeover Rules, the WTW Board Recommendation and the recommendation contemplated by Section 3.6(c)recommend to such stockholders that they vote in favor thereof. This Agreement has been duly and validly executed and delivered by WTW the Company and, assuming this Agreement has been duly and validly executed and delivered by the other parties hereto, and subject to the Company Stockholder Approval (as defined in Section 5.3 hereof), this Agreement constitutes the a valid and binding agreement of Aon, constitutes the valid and binding agreement of WTWCompany, enforceable against WTW 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 similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). Other than in connection with or in compliance with the provisions of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the rules of the NYSE, the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), any non-United States competition, antitrust and investment laws and the securities or blue sky laws of the various states, and, other similar Lawsthan 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 and its Subsidiaries (collectively, now the "Company Required Approvals"), no authorization, consent or hereafter 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 would not, in effectthe aggregate, affecting reasonably be expected to have a Material Adverse Effect on the Company; provided that the Company makes no representation with respect to such of the foregoing as are required by reason of the regulatory status of Parent or relating any of its Subsidiaries or facts specifically pertaining to any of them. Except for the Company Required Approvals, the Company is not subject to or obligated under any charter, bylaw, material contract or any governmental 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 approval of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may its stockholders, carrying out this Agreement, except for any breaches or violations which would not, in the aggregate, reasonably be subject expected to equitable defenses and to have a Material Adverse Effect on the discretion of the court before which any proceeding therefor may be broughtCompany.