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 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 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 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 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 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. (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 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 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 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 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 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.