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

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

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

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

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

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

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

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

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

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

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK The Company has all the requisite corporate or similar power and authority to enter into execute and deliver this Agreement Agreement, and, subject to (A) the receipt of the Company Common Shareholder Approval, (B) obtaining either (i) the Company Preferred Shareholder Approval or (ii) the approval of the Company Board of Directors and the Expenses Reimbursement Agreement and completion of the Preferred Redemption in accordance with Section 5.19, to consummate the portions of transactions contemplated hereby, including the Transaction to be completed prior to Merger and, if applicable, the Aon CSAPreferred Redemption. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement has consummation of the transactions contemplated hereby have been duly and validly authorized by the Aon Company Board of Directors. The consummation Directors and, except for the Company Common Shareholder Approval, and subject to obtaining either (i) the Company Preferred Shareholder Approval or (ii) the approval of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Company Board of Directors and (in the case completion of the issuance of Aon Shares Preferred Redemption in connection accordance with the Acquisition, except for (i) receipt of the Aon Shareholder Approval, (ii) the Required Assignment, and (iii) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court)Section 5.19, no other corporate proceedings on the part of Aon the Company or any Aon Subsidiary vote of the Company’s shareholders are necessary to authorize the consummation of the Transactions and pursuant to transactions contemplated hereby, including the Expenses Reimbursement Agreement. On or prior to the date hereofMerger and, if applicable, the Aon UK Preferred Redemption. The Company Board of Directors has determined that the Transactions are advisable and in the best interests of Aon UK (i) unanimously approved this Agreement and the Aon Shareholders execution, delivery and accordinglyperformance of this Agreement and the consummation of the transactions contemplated hereby and thereby, including the Merger, (ii) resolved to submit this Agreement to a vote of the Company’s shareholders and (iii) recommended approval of this Agreement by the holders of Company Common Stock (the “Company Recommendation”). The approval of this Agreement by the affirmative vote of the holders of at least two-thirds of the outstanding shares of Company Common Stock entitled to vote thereon (the “Company Common Shareholder Approval”) and, if the Preferred Redemption does not take place, the Aon UK Board of Directors expect that, following the appointment affirmative vote or written consent of the Aon Ireland Board holders of Directors upon completion a majority of the Aon CSA and outstanding shares of Company Preferred Stock entitled to vote thereon (the Required Assignment“Company Preferred Shareholder Approval” and, they willtogether with the Company Common Shareholder Approval, subject to Section 7.4 and to the obligations “Company Shareholder Approvals”) are the only votes or consents of the Aon Ireland Board of Directors under applicable Law, make Company’s shareholders necessary to approve this Agreement and approve the Aon Board RecommendationMerger. This Agreement has been duly and validly executed and delivered by Aon the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of WTWParent, constitutes the legal, valid and binding agreement of Aon, the Company and is enforceable against Aon the Company 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 Exceptions”).

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

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

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

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

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

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

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

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK Each of Triarc and Merger Sub has all the requisite corporate or similar power and authority to enter into this Agreement and and, subject to the Expenses Reimbursement Agreement and Triarc Stockholder Approval, to consummate the portions of the Transaction to be completed prior to the Aon CSAtransactions contemplated hereby. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement has consummation of the transactions contemplated hereby have been duly and validly authorized by (a) the Aon Board boards of Directors. The consummation directors of the Transactions Triarc and the entry into the Required Assignment will be duly Merger Sub, and validly authorized by the Aon Board of Directors and (in the case of the issuance of Aon Shares in connection with the Acquisition, except for (i) receipt the Triarc Stockholder Approval, and the adoption (which Triarc shall cause to occur immediately following the execution and delivery of this Agreement) of this Agreement by Triarc, in its capacity as the Aon Shareholder Approvalsole stockholder of Merger Sub, (ii) the Required Assignmentfiling of the Triarc Charter Amendment with the Secretary of State of the State of Delaware, and (iii) the designation of the Newly Authorized Stock as Class A Common Stock by Triarc’s board of directors, (iv) 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 Ohio in respect of the Scheme byMerger and (v) any consents, authorizations, approvals, filings or exceptions in connections with compliance with the High Court)rules of the New York Stock Exchange with respect to the Class A Common Stock to be issued in the Merger, no other corporate proceedings on the part of Aon or any Aon Subsidiary Triarc and Merger Sub are necessary to authorize the consummation of the Transactions and pursuant to the Expenses Reimbursement Agreementtransactions contemplated hereby. On or prior to the date hereof, the Aon UK The Triarc Board of Directors Directors, at a meeting duly called and held, has determined duly adopted resolutions (1) approving this Agreement and the other transactions contemplated by this Agreement, (2) declaring that the Transactions are advisable and (x) it is in the best interests of Aon UK the stockholders of Triarc and advisable that Triarc enter into this Agreement and consummate the Aon Shareholders transactions contemplated by this Agreement on the terms and accordinglysubject to the conditions set forth herein and (y) the Triarc Charter Amendment is advisable, (3) directing that the Triarc Stockholder Approval Matters be submitted to a vote at a meeting of the stockholders of Triarc and (4) recommending that the stockholders of Triarc approve the Triarc Stockholder Approval Matters (the item set forth in clause (4) of this sentence, the Aon UK Board of Directors expect that, following the appointment of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, they will, subject to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board “Triarc Recommendation”). This Agreement has been duly and validly executed and delivered by Aon Triarc and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of WTWWendy’s, this Agreement constitutes the valid and binding agreement of AonTriarc and Merger Sub, enforceable against Aon each of Triarc 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) Aon UK Covidien has all requisite corporate or similar power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and, subject (in the case of this Agreement) to receipt of the Covidien Shareholder Approval (and, in the case of the Holdco Distributable Reserves Creation, to approval of the Covidien Distributable Reserves Resolution by the Covidien Shareholders and the Medtronic Distributable Reserves Resolution by the Medtronic Shareholders, to the adoption by the shareholders of Holdco of the resolution contemplated by Clause 7.11(c)(i) and to receipt of the required approval by the High Court), to consummate the portions of transactions contemplated hereby and thereby, including the Transaction to be completed prior to the Aon CSAAcquisition. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement has and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized authorised by the Aon Covidien Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board of Directors and (in the case of the issuance of Aon Shares in connection with the Acquisitionand, except for (i) receipt of the Aon Shareholder Approval, (iiA) the Required Assignment, Covidien Shareholder Approval and (iiiB) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court), no other corporate proceedings on the part of Aon or any Aon Subsidiary Covidien are necessary to authorize authorise the consummation of the Transactions and pursuant to the Expenses Reimbursement Agreementtransactions contemplated hereby. On or prior to the date hereof, the Aon UK Covidien Board of Directors has determined that the Transactions transactions contemplated by this Agreement are advisable fair to and in the best interests of Aon UK Covidien and the Aon Covidien Shareholders and accordingly, the Aon UK Board of Directors expect that, following the appointment of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, they willhas adopted a resolution to make, subject to Section 7.4 Clause 5.3 and to the obligations of the Aon Ireland Covidien Board of Directors under applicable Lawthe Takeover Rules, make the Aon Board RecommendationScheme Recommendation and the recommendation contemplated by Clause 3.6(c)(iii). This Agreement has been duly and validly executed and delivered by Aon Covidien and, assuming this Agreement constitutes the valid and binding agreement of WTWthe Medtronic Parties, constitutes the valid and binding agreement of AonCovidien, enforceable against Aon Covidien in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

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

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

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

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK Diamond has all requisite corporate or similar power and authority to enter into this Agreement, the Termination Agreements, the Debt Consents, the Debt Amendment Letters, the A&R Debt Agreements, the Seaways Voting and Support Agreement and and, assuming the Expenses Reimbursement Agreement Diamond Shareholder Approval is obtained, to perform its obligations hereunder and to consummate the portions of Transactions, including the Transaction to be completed prior to the Aon CSAMerger. The execution execution, delivery and delivery performance by Diamond of this Agreement, the Termination Agreements, the Debt Consents, the Debt Amendment Letters, the A&R Debt Agreements, the Seaways Voting and Support Agreement and the Expenses Reimbursement Agreement has consummation of the Transactions have been duly and validly authorized by the Aon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Diamond Board of Directors and (in the case of the issuance of Aon Shares in connection with the Acquisitionand, except for (i) receipt of the Aon Shareholder Approval, (ii) the Required Assignment, and (iii) the filing of the required documents and other actions in connection 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 Court)Mxxxxxxx Islands, no other corporate proceedings on the part of Aon Diamond or any Aon Diamond Subsidiary are necessary to authorize the consummation of the Transactions and pursuant other than, with respect to the Expenses Reimbursement AgreementMerger, obtaining the Diamond Shareholder Approval. On or prior Prior to the date hereofexecution of this Agreement, the Aon UK Diamond Board of Directors has determined unanimously adopted resolutions (A) declaring that this Agreement and consummation of the Transactions Transactions, including the Merger, are advisable and fair to, and in the best interests of Aon UK Diamond and its shareholders, (B) approving this Agreement and the Aon Shareholders Transactions, including the Merger, (C) authorizing the execution, delivery and accordinglyperformance of this Agreement, (D) directing that the Aon UK Plan of Merger be submitted for consideration at the Diamond Special Meeting, (E) making the Diamond Board of Directors expect thatRecommendation, following and (F) approving the appointment inclusion of the Aon Ireland Diamond Board of Directors upon completion of Recommendation in the Aon CSA and the Required AssignmentProxy Statement/Prospectus, they will, in each case subject to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board Recommendation5.3. This Agreement has been duly and validly executed and delivered by Aon Diamond and, assuming this Agreement constitutes the valid and binding agreement of WTWSeaways and Merger Sub, constitutes the valid and binding agreement of AonDiamond, enforceable against Aon Diamond 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”). The Termination Agreements, the Debt Consents, the Debt Amendment Letters and the Seaways Voting and Support Agreement have been duly and validly executed and delivered by Diamond and, assuming the Termination Agreements, the Debt Consents, the Debt Amendment Letters and the Seaways Voting and Support Agreement constitute the valid and binding agreements of the other parties thereto, such agreements constitute the valid and binding agreements of Diamond, enforceable against Diamond in accordance with their respective terms, subject to the Enforceability Exceptions. When executed and delivered by Diamond and such Subsidiaries, and assuming the A&R Debt Agreements constitute the valid and binding agreements of the parties thereto (other than Diamond and its Subsidiaries), the A&R Debt Agreements will constitute the valid and binding agreements of Diamond and its Subsidiaries, enforceable against Diamond and its Subsidiaries party thereto, in accordance with their respective terms, subject to the Enforceability Exceptions.

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

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK Each of Topco, Xxxxxx and Merger Sub has all requisite corporate or similar power and authority authority, as applicable, to enter into and deliver this Agreement Agreement, to perform its obligations hereunder and, with respect to Topco and Parent, subject to receipt of the Expenses Reimbursement Agreement and Parent Shareholder Approval, to consummate the portions of the Transaction to be completed prior to the Aon CSAtransactions contemplated by this Agreement. The execution Parent Board, on behalf of Parent, in its individual capacity and delivery in its capacity as the sole shareholder of this Agreement and the Expenses Reimbursement Agreement Topco, at a duly held meeting has been duly and validly authorized by the Aon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board of Directors and (in the case of the issuance of Aon Shares in connection with the Acquisition, except for (i) receipt determined that the transactions contemplated by this Agreement, including the Parent Merger, the Topco Share Issuance, the Offer and the Compulsory Purchase, if any, are advisable, fair to and in the best interests of Parent and the Aon Shareholder ApprovalParent Shareholders, (ii) approved the Required Assignmentexecution, delivery and performance of, and adopted and declared advisable this Agreement, the Parent Merger, the Topco Share Issuance, the Offer and the Compulsory Purchase, if any and (iii) resolved to recommend that the Parent Shareholders approve the Parent Merger and the Topco Share Issuance (the “Parent Recommendation”) and directed that such matters be submitted for consideration by the Parent Shareholders at the Parent Meeting. The Topco Board, on behalf of Topco, in its individual capacity and in its capacity as the sole member of Merger Sub, at a duly held meeting has (i) determined that the transactions contemplated by this Agreement, including the Parent Merger, the Topco Share Issuance, the Offer and the Compulsory Purchase, if any, are in the best interests of Topco and its sole shareholder, (ii) approved the execution, delivery and performance of this Agreement, the Parent Merger, the Topco Share Issuance, the Offer and the Compulsory Purchase, if any, and (iii) resolved to recommend that Parent, as its sole shareholder, approve the Compulsory Purchase, if any and the Topco Share Issuance and directed that such matters be submitted for consideration by Parent, as the sole shareholder of Topco. Except for the filing of the required documents Cayman Merger Documents and other actions in connection with the Scheme with, and related filings to receipt of the required approval of the Scheme by, the High Court)Danish Business Authority, no other corporate proceedings on the part of Aon Topco, Parent or any Aon Subsidiary Merger Sub are necessary to authorize the execution and delivery of this Agreement or the consummation of the Transactions and pursuant to the Expenses Reimbursement transactions contemplated by this Agreement. On or prior to the date hereof, the Aon UK Board of Directors has determined that the Transactions are advisable and in the best interests of Aon UK and the Aon Shareholders and accordingly, the Aon UK Board of Directors expect that, following the appointment of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, they will, subject to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board Recommendation. This Agreement has been duly and validly executed and delivered by Aon each of Topco, Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of WTWthe Company, this Agreement constitutes the valid and binding agreement of Aoneach of Topco, Parent and Merger Sub, enforceable against Aon each of Topco, 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 broughtEnforceability Exceptions.

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

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

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

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

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK has Seaways and Merger Sub have all requisite corporate or similar power and authority to enter into this Agreement and the Expenses Reimbursement Agreement Diamond Voting and Support Agreements and, assuming the Seaways Shareholder Approval is obtained, to perform its obligations hereunder and to consummate the portions of Transactions, including the Transaction to be completed prior to the Aon CSAMerger. The execution execution, delivery and delivery performance by Seaways and Merger Sub of this Agreement and the Expenses Reimbursement Agreement has Diamond Voting and Support Agreements and the consummation of the Transactions have been duly and validly authorized by the Aon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Seaways Board of Directors and (in the case of the issuance of Aon Shares in connection with the Acquisitionand, except for (i) receipt of the Aon Shareholder Approval, (ii) the Required Assignment, and (iii) the filing of the required documents and other actions in connection 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 Court)Mxxxxxxx Islands, no other corporate proceedings on the part of Aon Seaways or any Aon Seaways Subsidiary are necessary to authorize the consummation of the Transactions and pursuant Transactions, other than, with respect to the Expenses Reimbursement AgreementSeaways Share Issuance, obtaining the Seaways Shareholder Approval. On or prior Prior to the date hereofexecution of this Agreement, the Aon UK Seaways Board of Directors has determined unanimously adopted resolutions (A) declaring that this Agreement and consummation of the Transactions Transactions, including the Merger, are advisable and fair to, and in the best interests of Aon UK Seaways and its shareholders, (B) approving this Agreement and the Aon Shareholders Transactions, including the Merger, (C) authorizing the execution, delivery and accordinglyperformance of this Agreement, (D) directing that the Aon UK Seaways Share Issuance be submitted for consideration at the Seaways Special Meeting, (E) making the Seaways Board of Directors expect that, following Recommendation and (F) approving the appointment inclusion of the Aon Ireland Seaways Board of Directors upon completion of Recommendation in the Aon CSA and the Required AssignmentProxy Statement/ Prospectus, they willin each case, subject to Section 7.4 5.4. Seaways, as sole shareholder of Merger Sub, has duly executed and delivered a written consent adopting this Agreement, such written consent by its terms to become effective immediately following the obligations execution of this Agreement and the Aon Ireland Board board of Directors under applicable Lawdirectors of Merger Sub has unanimously approved this Agreement and the Transactions, make including the Aon Board RecommendationMerger, and authorizing the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by Aon Seaways and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of WTWDiamond, constitutes the valid and binding agreement of AonSeaways and Merger Sub, enforceable against Aon Seaways and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcythe Enforceability Exceptions. The Diamond Voting and Support Agreements have been duly and validly executed and delivered by Seaways and, insolvencyassuming the Diamond Voting and Support Agreements constitute the valid and binding agreement of the other parties thereto, examinershipconstitutes the valid and binding agreement of Seaways, fraudulent transferenforceable against Seaways in accordance with their respective terms, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating subject 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.Enforceability Exceptions

Corporate Authority Relative to this Agreement; No Violation. (ai) Aon UK Xeris and each Merger Party has all requisite corporate or similar power and authority to enter into this Agreement and with respect to (A) Xeris, the Expenses Reimbursement Agreement and (B) Holdco, the CVR Agreement and, subject (in the case of this Agreement) to receipt of the Xeris Shareholder Approval, to consummate the portions of transactions contemplated hereby and thereby, including the Transaction to be completed prior to Acquisition and the Aon CSAMerger, as applicable. The execution and delivery of this Agreement and Agreement, the Expenses Reimbursement Agreement has and the CVR Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized authorised by the Aon Xeris Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board of Directors and (in as applicable) the case board of the issuance directors of Aon Shares in connection with the Acquisitioneach Merger Party and, except for (iA) receipt of the Aon Xeris Shareholder Approval, (iiB) the Required Assignment, filing of the Certificate of Merger with the Secretary of State of the State of Delaware and (iiiC) the filing of the required documents and other actions in connection with the Scheme with, and to the receipt of the required approval of the Scheme by, the High Court), no other corporate proceedings on the part of Aon Xeris or any Aon Subsidiary Merger Party are necessary to authorize authorise the consummation of the Transactions transactions contemplated hereby and pursuant to the Expenses Reimbursement Agreementthereby. On or prior to the date hereof, the Aon UK Xeris Board of Directors has determined that this Agreement and the Transactions transactions contemplated by this Agreement, including, without limitation, the Merger are advisable advisable, fair to and in the best interests of Aon UK Xeris and the Aon Xeris Shareholders and accordingly, the Aon UK Board of Directors expect that, following the appointment of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, they will, subject has adopted a resolution to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board Xeris Recommendation. This Agreement has been duly and validly executed and delivered by Aon Xxxxx and each Merger Party and, assuming this Agreement constitutes the valid and binding agreement of WTWStrongbridge, constitutes the valid and binding agreement of AonXeris and each Merger Party, enforceable against Aon Xeris and each Merger Party in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

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

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