Common use of OF THE SCHEME Clause in Contracts

OF THE SCHEME. Section 3.1 Responsibilities of WTW in Respect of the Scheme. WTW shall, unless this Agreement has been validly terminated pursuant to and in accordance with Section 9.1: (a) (i) be responsible for the preparation of the Scheme Document and all other documentation necessary to effect the Scheme and to convene the WTW EGM and Court Meeting, (ii) provide Aon with drafts of the Scheme Document and afford Aon and its Representatives reasonable opportunity to review and comment on the Scheme Document and such other documents and shall consider such comments in good faith and (iii) subject to the foregoing clauses (i) and (ii), as promptly as reasonably practicable after the date hereof, cause the Scheme Document to be filed with the Panel (in accordance with Rule 41.1(b) of the Takeover Rules); (b) for the purpose of implementing the Scheme, instruct a barrister (of senior counsel standing) and provide Aon and its Representatives with the opportunity to attend any meetings with such barrister to discuss matters pertaining to the Scheme, and any issues arising in connection with it (except to the extent the barrister is to advise on a WTW Competing Proposal or a WTW Intervening Event or on matters relating to the fiduciary duties of the WTW Board of Directors or their responsibilities under the Takeover Rules); (c) as promptly as reasonably practicable, notify Aon upon the receipt of any comments from the Panel on, or any request from the Panel for amendments or supplements to, the Scheme Document, the WTW Equity Award Holder Proposal or the related forms of proxy and provide Aon with copies of all material written correspondence between WTW and its Representatives and the Panel relating to such documents; (d) use its reasonable best efforts to respond to and resolve all Panel comments with respect to the Scheme Document as promptly as practicable after receipt thereof; (e) as promptly as reasonably practicable, notify Aon of any other matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing of the Scheme Document with the Panel, as applicable, or implementation of the Scheme as the case may be; (f) prior to filing or the despatch of any amendment or supplement to the Scheme Document requested by the Panel, or responding in writing to any comments of the Panel with respect thereto, WTW shall provide Aon and its Representatives with a reasonable opportunity to review and comment on such document or response and consider in good faith such comments; (g) to the extent that clearance of the Scheme Document by the Panel might require that waivers and/or derogations in respect of the Takeover Rules be sought and obtained from the Panel, make a submission for (and use reasonable best efforts to have approved) such waiver or derogation as promptly as reasonably practicable after having provided Aon and its Representatives with a reasonable opportunity to review and comment on such submission and considering in good faith such comments; (h) provide Aon with drafts of any and all pleadings, affidavits, petitions and other filings prepared by WTW for submission to the High Court in connection with the Scheme prior to their filing, and afford Aon and its Representatives reasonable opportunities to review and comment on all such documents and consider in good faith such comments; (i) as promptly as reasonably practicable (taking into account any requirements of the Panel with respect to the Scheme Document, that must be satisfied prior to the release of the Scheme Document), make all necessary applications to the High Court in connection with the implementation of the Scheme, including issuing appropriate proceedings requesting the High Court to give directions under Section 450(5) of the Act as to what are the appropriate meetings to be held and to order that the Court Meeting be convened as promptly as is reasonably practicable following the Rule 2.5 Announcement, and to use its reasonable best efforts to ensure that the hearing of such proceedings occurs as promptly as is reasonably practicable in order to facilitate the despatch of the Scheme Document and seek such directions of the High Court as it considers necessary or desirable in connection with such Court Meeting and thereafter comply with such directions; (j) procure the publication of the requisite advertisements and despatch of the Scheme Document (in a form acceptable to the Panel) and the related forms of proxy for the use at the Court Meeting and the WTW EGM (the form of which shall be agreed between the Parties, acting reasonably) (i) to WTW Shareholders on the register of members of WTW on the record date as agreed with the High Court, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and (ii) to the holders of the WTW Options and the WTW Share Awards as of such date, for information only, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and thereafter shall publish and/or post such other documents and information (the form of which shall be agreed between the Parties, acting reasonably) as the High Court and/or the Panel may approve or direct from time to time; (k) unless the WTW Board of Directors has effected a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, and subject to the obligations of the WTW Board of Directors under the Takeover Rules, procure that the Scheme Document include the WTW Board Recommendation; (l) include in the Scheme Document a notice convening the WTW EGM to be held immediately following the Court Meeting to consider and, if thought fit, approve the WTW EGM Resolutions; (m) prior to the Court Meeting, keep Aon reasonably informed on a reasonably current basis (in each case to the extent WTW reasonably has access to such information) of the number of proxy votes received in respect of resolutions to be proposed at the Court Meeting and/or the WTW EGM, and in any event provide such number promptly upon the request of Aon or its Representatives and, unless the WTW Board of Directors has effected a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, use reasonable best efforts to solicit proxies as may be necessary to pass the Resolutions at the Court Meeting and/or the WTW EGM; (n) notwithstanding any WTW Change of Recommendation, hold the Court Meeting and the WTW EGM on the date set out in the Scheme Document, or such later date as may be agreed in writing by the Parties (such agreements not to be unreasonably withheld, conditioned or delayed), and in such a manner as shall be approved, if necessary by the High Court and/or the Panel, and propose the Resolutions without any amendments, unless such amendments have been agreed to in writing by Aon, such agreement not to be unreasonably withheld, conditioned or delayed; (o) subject to the terms of this Agreement, use reasonable best efforts to afford all such cooperation and assistance as may reasonably be requested of it by Aon in respect of the preparation and verification of any document or in connection with any all consents, clearances, approvals, permissions, license, variance, exemption, authorization, acknowledgement, permits, nonactions, orders and waivers to be obtained from, and all registrations, applications, notices and filings to be made with or provided to, any Governmental Entity or other third party in connection with the implementation of the Scheme and/or the Acquisition or confirmation required for the implementation of the Scheme, including the provision to Aon in a timely manner of such information and confirmations relating to it, its Subsidiaries and any of its or their respective directors or employees as Aon may reasonably request; (p) assume responsibility for the information relating to it or any of its Subsidiaries contained in the Scheme Document or any other document sent to WTW Shareholders or filed with the High Court or in any announcement, in each case unless provided for inclusion by or on behalf of Aon; (q) review and provide comments (if any) in a reasonably timely manner on all documentation submitted to it by Aon; (r) following the Court Meeting and WTW EGM, assuming the Resolutions are duly passed (including by the requisite majorities required under Section 453 of the Act in the case of the Court Meeting) and all other Conditions are satisfied or, in the sole discretion of the applicable Party, waived (where permissible under the terms of the Rule 2.5 Announcement and/or the Scheme Document) (with the exception of Conditions 2(iii) and 2(iv) and any other Conditions that are by their nature to be satisfied on the Sanction Date (as defined in the Rule 2.5 Announcement), but subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions), take all necessary steps on the part of WTW to prepare and issue, serve and lodge all such court documents as are required to seek the sanction of the High Court to the Scheme as soon as possible thereafter; (s) give such undertakings as are required by the High Court in connection with the Scheme as are reasonably necessary to implement the Scheme; and (t) keep Aon reasonably informed as to the performance of the obligations and responsibilities required of WTW pursuant to the Scheme, including by providing Aon with copies of any and all claims, pleadings, affidavits, petitions or other documents received by WTW from or on behalf of a WTW Shareholder claiming consideration in addition to or in lieu of Aon Shares to be issued pursuant to the Scheme and cooperate fully in denying any and all such requests or demands.

OF THE SCHEME. Section 3.1 Responsibilities of WTW in Respect 7.1 Where the Acquisition is being implemented by way of the Scheme. WTW shall, unless this Agreement has been validly terminated pursuant MMC BidCo undertakes that before the Sanction Hearing, it shall deliver a notice in writing to and in accordance with Section 9.1JLT either: (aA) confirming the satisfaction or waiver of all Conditions (iother than the Scheme Condition); or (B) be responsible for the preparation confirming its intention to invoke one or more of the Scheme Document Conditions (if permitted by the Panel) and providing reasonable details of the ground on which it intends to invoke such Condition(s), which MMC BidCo reasonably considers entitles it to invoke such Condition or treat it as unsatisfied or incapable of satisfaction, and, in circumstances where MMC BidCo confirms the satisfaction or waiver of all Conditions (other documentation necessary to effect than the Scheme and to convene the WTW EGM and Court Meeting, (ii) provide Aon with drafts of the Scheme Document and afford Aon and its Representatives reasonable opportunity to review and comment on the Scheme Document and such other documents and shall consider such comments in good faith and (iii) subject to the foregoing clauses (i) and (iiCondition), MMC BidCo agrees that JLT shall be permitted to take the necessary steps to procure that the Sanction Hearing is duly held as promptly soon as reasonably practicable after thereafter. 7.2 If the date hereof, cause the Scheme Document to be filed with the Panel (in accordance with Rule 41.1(b) Acquisition is being implemented by way of the Takeover Rules); (b) for the purpose of implementing the Scheme, instruct a barrister (of senior counsel standing) and provide Aon and its Representatives with the opportunity to attend any meetings with such barrister to discuss matters pertaining to the Scheme, and any issues arising in connection with it (except to the extent the barrister is to advise on a WTW Competing Proposal or a WTW Intervening Event or on matters relating to the fiduciary duties of the WTW Board of Directors or their responsibilities under the Takeover Rules); (c) as promptly as reasonably practicable, notify Aon upon the receipt of any comments from the Panel on, or any request from the Panel for amendments or supplements to, the Scheme Document, the WTW Equity Award Holder Proposal or the related forms of proxy and provide Aon with copies of all material written correspondence between WTW and its Representatives and the Panel relating to such documents; (d) use its reasonable best efforts to respond to and resolve all Panel comments with respect to the Scheme Document as promptly as practicable after receipt thereof; (e) as promptly as reasonably practicable, notify Aon of any other matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing of the Scheme Document with the Panel, as applicable, or implementation of the Scheme as the case may be; (f) prior to filing or the despatch of any amendment or supplement to the Scheme Document requested by the Panel, or responding in writing to any comments of the Panel with respect thereto, WTW shall provide Aon and its Representatives with a reasonable opportunity to review and comment on such document or response and consider in good faith such comments; (g) to the extent that clearance all Conditions (other than the Condition set out in paragraph 2(C) of Part A of Appendix 1 to the Announcement) have been satisfied or waived prior to or on the date of the Scheme Document by the Panel might require that waivers and/or derogations in respect of the Takeover Rules be sought and obtained from the PanelSanction Hearing, make a submission for (and use reasonable best efforts MMC BidCo shall instruct counsel to have approved) such waiver or derogation as promptly as reasonably practicable after having provided Aon and appear on its Representatives with a reasonable opportunity to review and comment on such submission and considering in good faith such comments; (h) provide Aon with drafts of any and all pleadings, affidavits, petitions and other filings prepared by WTW for submission to the High Court in connection with the Scheme prior to their filing, and afford Aon and its Representatives reasonable opportunities to review and comment on all such documents and consider in good faith such comments; (i) as promptly as reasonably practicable (taking into account any requirements of the Panel with respect to the Scheme Document, that must be satisfied prior to the release of the Scheme Document), make all necessary applications to the High Court in connection with the implementation of the Scheme, including issuing appropriate proceedings requesting the High Court to give directions under Section 450(5) of the Act as to what are the appropriate meetings to be held and to order that the Court Meeting be convened as promptly as is reasonably practicable following the Rule 2.5 Announcement, and to use its reasonable best efforts to ensure that the hearing of such proceedings occurs as promptly as is reasonably practicable in order to facilitate the despatch of the Scheme Document and seek such directions of the High Court as it considers necessary or desirable in connection with such Court Meeting and thereafter comply with such directions; (j) procure the publication of the requisite advertisements and despatch of the Scheme Document (in a form acceptable to the Panel) and the related forms of proxy for the use behalf at the Court Meeting Sanction Hearing and the WTW EGM (the form of which shall be agreed between the Parties, acting reasonably) (i) to WTW Shareholders on the register of members of WTW on the record date as agreed with the High Court, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and (ii) to the holders of the WTW Options and the WTW Share Awards as of such date, for information only, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and thereafter shall publish and/or post such other documents and information (the form of which shall be agreed between the Parties, acting reasonably) as the High Court and/or the Panel may approve or direct from time to time; (k) unless the WTW Board of Directors has effected a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, and subject to the obligations of the WTW Board of Directors under the Takeover Rules, procure that the Scheme Document include the WTW Board Recommendation; (l) include in the Scheme Document a notice convening the WTW EGM to be held immediately following the Court Meeting to consider and, if thought fit, approve the WTW EGM Resolutions; (m) prior undertake to the Court Meeting, keep Aon reasonably informed on a reasonably current basis (in each case to the extent WTW reasonably has access to such information) of the number of proxy votes received in respect of resolutions to be proposed at the Court Meeting and/or the WTW EGM, and in any event provide such number promptly upon the request of Aon or its Representatives and, unless the WTW Board of Directors has effected a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, use reasonable best efforts to solicit proxies as may be necessary to pass the Resolutions at the Court Meeting and/or the WTW EGM; (n) notwithstanding any WTW Change of Recommendation, hold the Court Meeting and the WTW EGM on the date set out in the Scheme Document, or such later date as may be agreed in writing bound by the Parties (such agreements not to be unreasonably withheld, conditioned or delayed), and in such a manner as shall be approved, if necessary by the High Court and/or the Panel, and propose the Resolutions without any amendments, unless such amendments have been agreed to in writing by Aon, such agreement not to be unreasonably withheld, conditioned or delayed; (o) subject to the terms of this Agreement, use reasonable best efforts to afford all such cooperation and assistance as may reasonably be requested of it by Aon in respect of the preparation and verification of any document or in connection with any all consents, clearances, approvals, permissions, license, variance, exemption, authorization, acknowledgement, permits, nonactions, orders and waivers to be obtained from, and all registrations, applications, notices and filings to be made with or provided to, any Governmental Entity or other third party in connection with the implementation of the Scheme and/or the Acquisition or confirmation required for the implementation of the Scheme, including the provision to Aon in a timely manner of such information and confirmations relating to it, its Subsidiaries and any of its or their respective directors or employees as Aon may reasonably request; (p) assume responsibility for the information relating to it or any of its Subsidiaries contained in the Scheme Document or any other document sent to WTW Shareholders or filed with the High Court or in any announcement, in each case unless provided for inclusion by or on behalf of Aon; (q) review and provide comments (if any) in a reasonably timely manner on all documentation submitted to it by Aon; (r) following the Court Meeting and WTW EGM, assuming the Resolutions are duly passed (including by the requisite majorities required under Section 453 of the Act in the case of the Court Meeting) and all other Conditions are satisfied or, in the sole discretion of the applicable Party, waived (where permissible under the terms of the Rule 2.5 Announcement and/or Scheme in so far as it relates to MMC BidCo to the Scheme Document) (with extent that all the exception Conditions have been satisfied or waived prior to or on the date of the Sanction Hearing. 7.3 If MMC BidCo becomes aware of any fact, matter or circumstance that it reasonably considers would allow any of the Conditions 2(iii) and 2(iv) and any other Conditions that are by their nature to be satisfied on invoked (applying the Sanction Date (as defined test set out in Rule 13.5 of the Rule 2.5 AnnouncementCode and the Panel would permit it to so invoke), but MMC BidCo (subject to the satisfaction or waiver (where permissible any restriction under the provisions of the Rule 2.5 Announcement and/or the Scheme Documentapplicable law) of such Conditions), take all necessary steps on the part of WTW to prepare and issue, serve and lodge all such court documents as are required to seek the sanction of the High Court to the Scheme as soon as possible thereafter; (s) give such undertakings as are required by the High Court in connection with the Scheme as are reasonably necessary to implement the Scheme; and (t) keep Aon reasonably informed as to the performance of the obligations and responsibilities required of WTW pursuant to the Scheme, including by providing Aon with copies of any and all claims, pleadings, affidavits, petitions or other documents received by WTW from or on behalf of a WTW Shareholder claiming consideration in addition to or in lieu of Aon Shares to be issued pursuant to the Scheme and cooperate fully in denying any and all such requests or demandsshall inform JLT promptly.

OF THE SCHEME. Section 3.1 Responsibilities of WTW Yew Grove in Respect respect of the Scheme. WTW shall, unless this Agreement has been validly terminated pursuant to and in accordance with Section 9.1: (a) (i) be responsible for the preparation of the Scheme Document and all other documentation necessary to effect the Scheme and and, subject to the release of the 2.5 Announcement pursuant to clause 2.1(c), to convene the WTW EGM Scheme Meeting and Court Meetingthe EGM, provided that Yew Grove shall: (iii) provide Aon Bidco with drafts of the Scheme Document and afford Aon and its Representatives reasonable opportunity to review and comment on the Scheme Document drafts of such documents; (ii) discuss with Bidco and, where reasonable, accommodate in such documents all comments or amendments reasonably and such other documents and shall consider such comments in good faith and promptly proposed by Bidco; and (iii) subject to the foregoing clauses (i) and (ii), as promptly as reasonably practicable after the date hereof, cause the Scheme Document to be filed not file such documents with the Panel (prior to following the procedure set out in accordance with Rule 41.1(bclauses 3.1(a)(i) of the Takeover Rulesand 3.1(a)(ii); (b) for the purpose of implementing the SchemeScheme (and without prejudice to the ability of any Party to appoint any legal adviser for any other purpose), instruct a barrister (of senior counsel standing) the Scheme Counsel and provide Aon Bidco and its Representatives advisers with the opportunity to attend any meetings with such barrister the Scheme Counsel to discuss substantive matters pertaining to the Scheme, Scheme and any issues arising in connection with it (except to the extent that the barrister Scheme Counsel is to advise on a WTW Competing Proposal or a WTW Intervening Event or on matters relating to the fiduciary duties of the WTW members of the Yew Grove Board of Directors or their responsibilities under the Irish Takeover RulesRules or the interpretation of this Agreement, the Expenses Reimbursement Agreement or the Escrow Agreement); (c) subject to clause 3.1(a), as promptly as practicable after the date of this Agreement and, subject to compliance by Bidco with its obligations under this Agreement with respect to the preparation of the Scheme Document, in any event no later than 24 November 2021, prepare and, save as otherwise agreed with Bidco in writing, cause the Scheme Document to be filed with the Panel; (d) notify Bidco as promptly as is reasonably practicable, notify Aon practicable in writing upon the receipt of any comments from the Panel on, or any request from the Panel for amendments or supplements to, the Scheme Document, Document and the WTW Equity Award Holder Proposal or the related forms of proxy and provide Aon with copies of all material written correspondence between WTW and its Representatives and the Panel relating to such documents; (d) for use its reasonable best efforts to respond to and resolve all Panel comments with respect to at the Scheme Document as promptly as practicable after receipt thereofMeeting and EGM; (e) as promptly as reasonably practicable, notify Aon of any other matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing of the Scheme Document with the Panel, as applicable, or implementation of the Scheme as the case may be; (f) prior to filing or the despatch of despatching any amendment or supplement to the Scheme Document (whether requested by the PanelPanel or otherwise), or responding in writing to any comments of the Panel with respect thereto, WTW shall Yew Grove shall: (i) as promptly as is reasonably practicable, provide Aon and its Representatives Bidco with a reasonable opportunity to review and comment on such documents or response; (ii) as promptly as is reasonably practicable, discuss with Bidco and, where reasonable, accommodate in such document or response all comments reasonably and consider promptly proposed by Bidco; and (iii) not despatch or file such documents with the Panel prior to following the procedure set out in good faith such commentsclauses 3.1(e)(i) and 3.1(e)(ii); (g) to the extent that clearance of the Scheme Document by the Panel might require that waivers and/or derogations in respect of the Takeover Rules be sought and obtained from the Panel, make a submission for (and use reasonable best efforts to have approved) such waiver or derogation as promptly as reasonably practicable after having provided Aon and its Representatives with a reasonable opportunity to review and comment on such submission and considering in good faith such comments; (hf) provide Aon Bidco with drafts of any and all pleadings, affidavits, applications, petitions and other filings prepared by WTW Yew Grove or its Representatives for submission to the High Court in connection with the Scheme prior to their filing or submission, and prior to such filing, and afford Aon and its Representatives Bidco reasonable opportunities to review and comment make comments on all such documents, and include in such documents and consider in good faith such commentsall reasonable comments or amendments proposed by Bidco which Yew Grove, acting reasonably, considers to be appropriate; (ig) subject to the release of the 2.5 Announcement pursuant to clause 2.1(c), as promptly as is reasonably practicable (taking into account any requirements of the Panel with respect to the Scheme Document, that must be satisfied prior to the release despatch of the Scheme Document), make all necessary applications to the High Court in connection with the implementation of the SchemeScheme or required to implement the Scheme and, including issuing in particular, Yew Grove will promptly after the date of the Rule 2.5 Announcement issue appropriate proceedings requesting the High Court to give directions under Section 450(5) of the Act as to what are the appropriate meetings Scheme Meetings to be held and to order under Section 450(3) of the Act that the Court Scheme Meeting be convened as promptly as is reasonably practicable following the publication of the Rule 2.5 Announcement, Announcement and use all reasonable endeavours so as to ensure (insofar as possible and to use its reasonable best efforts to ensure the extent required) that the hearing of any such proceedings occurs as promptly as is reasonably practicable in order to facilitate the despatch of the Scheme Document by the Scheme Document Posting Date and seek such directions of the High Court as it considers necessary or desirable in connection with such Court Meeting and thereafter comply with such directionsto facilitate the convening of the Scheme Meeting; (jh) as promptly as is reasonably practicable following the approval of the High Court to despatch the Scheme Document having been obtained, procure the publication of the requisite any necessary advertisements and the despatch of the Scheme Document (in a form acceptable to the PanelPanel and, to the extent required, the High Court) and the related forms of proxy for the use at the Court Scheme Meeting and the WTW EGM (the form forms of which shall will be agreed between the Parties, acting reasonably) (i) to WTW Yew Grove Shareholders on the register of members of WTW Yew Grove (and, for information purposes only, the Yew Grove Optionholders) on the record date as agreed with the High Court, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and (ii) to the holders of the WTW Options and the WTW Share Awards as of such date, for information only, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and thereafter shall publish and/or post such other documents and information (the form of which shall will be agreed between the Parties, acting reasonably) as the High Court and/or the Panel may approve or direct from time to timetime in connection with the implementation of the Scheme in accordance with applicable Law as promptly as is reasonably practicable after the approval or (as the case may be) direction of the High Court and/or the Panel to publish or post such documents being obtained; (ki) unless the WTW Yew Grove Board of Directors has effected a WTW Yew Grove Change of Recommendation pursuant to and in accordance with Section 7.3, and subject to the obligations of the WTW Board of Directors under the Takeover Rulesclause 5.2, procure that the Scheme Document (or if Slate or Bidco effects the Acquisition as a Takeover Offer, the Takeover Offer Document) will include the WTW Board Scheme Recommendation; (lj) include in the Scheme Document a notice convening the WTW EGM to be held immediately following the Court Scheme Meeting to consider and, if thought fit, approve the WTW EGM Resolutions; (mk) keep Bidco and its Representatives reasonably informed, and as reasonably requested by Bidco, from the date falling 14 days prior to the Court MeetingScheme Meeting and the EGM, keep Aon reasonably informed on a reasonably current basis (in each case to the extent WTW reasonably has access to such information) of the number of proxy votes received in respect of resolutions to be proposed at the Court Meeting and/or the WTW EGM, and in any event provide such number promptly upon the request of Aon or its Representatives Resolutions and, unless the WTW Yew Grove Board of Directors has effected a WTW Yew Grove Change of Recommendation pursuant to and clause 5.2 and, subject to compliance with applicable requirements of the Irish Takeover Rules, take reasonable steps to assist at Bidco's expense, in accordance with Section 7.3, use reasonable best efforts any proxy solicitation or related exercise as Bidco may reasonably request to solicit proxies as may be necessary to pass assist in the Resolutions at passing of the Court Meeting and/or the WTW EGMResolutions; (nl) keep Bidco reasonably informed and, as reasonably requested by Bidco, consult with Bidco, as to the performance of the obligations and responsibilities required of Yew Grove pursuant to this Agreement and/or the Scheme and as to any material developments (other than as to any Yew Grove Alternative Proposal, the timing and scope of provision of information about which are governed by clause 5.2) relevant to the proper implementation of the Scheme, including satisfaction of the Conditions; (m) notwithstanding any WTW Yew Grove Change of Recommendation, unless this Agreement has been terminated in accordance with clause 10, hold the Court Scheme Meeting and the WTW EGM and put the Scheme Meeting Resolutions and EGM Resolutions to a vote of Yew Grove Shareholders, on the date set out in the Scheme Document, or such later date as may be agreed in writing by between all of the Parties (such agreements not or to which the meetings may be unreasonably withheld, conditioned or delayedadjourned in accordance with Clause 3.5(b), and in such a manner as shall will be approved, if necessary necessary, by the High Court and/or the Panel, Panel and propose the Resolutions without any amendments, unless such amendments have been agreed to in writing by Aon, such agreement not to be unreasonably withheld, conditioned or delayedbetween all of the Parties; (on) subject to the terms of this Agreement, use reasonable best efforts to afford all such cooperation co-operation and assistance as may reasonably be requested of it by Aon Bidco in respect of the preparation and verification of any document or in connection with any all consents, clearances, approvals, permissions, license, variance, exemption, authorization, acknowledgement, permits, nonactions, orders and waivers to be obtained from, and all registrations, applications, notices and filings to be made with or provided to, any Governmental Entity or other third party in connection with the implementation of the Scheme and/or the Acquisition or confirmation confirmations reasonably required for the implementation of the Scheme, including the provision to Aon in a timely manner Bidco of such information and confirmations relating to it, its Subsidiaries and any of its or their respective directors or employees employees, as Aon Bidco may reasonably request; request (pand will do so in a reasonably timely manner) and assume responsibility only for the information relating to it or any of its Subsidiaries contained in the Scheme Document or any other document sent to WTW Yew Grove Shareholders or filed with the High Court or in any announcement, in each case unless provided for inclusion by or on behalf announcement issued with the consent of AonYew Grove; (qo) review to the extent permitted by, and provide comments (if any) in a subject to compliance with, applicable Law, afford all such cooperation and assistance as may reasonably timely manner on all documentation submitted to be requested of it by AonBidco in connection with the financing (including, without limitation, the refinancing or syndication of any existing financing arrangements related to the Acquisition) by Slate and/or Bidco of the Consideration. Notwithstanding the foregoing (A) such requested cooperation shall not require Yew Grove to provide any non-public or forward looking information for inclusion in any investor presentations, marketing materials or other documents; (B) such requested cooperation shall not unreasonably interfere with the ongoing operations of Yew Grove and its Subsidiaries; (C) Yew Grove and its Subsidiaries shall not be required to guarantee or pledge any collateral relating to the financing of the Acquisition in violation of any laws pertaining to financial assistance, including pursuant to Section 82 of the Act; (D) neither Yew Grove nor any of its Subsidiaries nor any of their respective directors, officers or employees (the "Relevant Persons") shall have any responsibility or liability for any act or omission under this Clause 3.1(o) including (without limitation) any information provided to Slate or Bidco or their respective Representatives or finance providers or other investors prior to the Effective Time (it being understood that no Relevant Person shall be subject to any personal liability under this Clause 3.1(o)); (rp) following the Court Scheme Meeting and WTW EGM, assuming provided that the Resolutions are duly passed (including by the requisite majorities required under Section 453 of the Act in the case of the Court Scheme Meeting) and all other Conditions are satisfied or, in the sole discretion of the applicable Party, or waived (where permissible under pursuant to the terms provisions of the Rule 2.5 Announcement and/or the Scheme Document) (), with the exception of Conditions 2(iii) 2.3 and 2(iv) 2.4 and any other Conditions that are by their nature are required to be satisfied on the Sanction Date (as defined in the Rule 2.5 Announcement)Date, but subject to the satisfaction or waiver (where permissible under pursuant to the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions), take all necessary steps on the part of WTW Yew Grove to prepare and issue, serve and lodge all such court documents as are required to seek the sanction of the High Court to the Scheme as soon as possible thereafter;; and (sq) give such undertakings as are required by the High Court in connection with for the proper implementation of the Scheme and otherwise take all such reasonable steps, insofar as lies within its power, as are reasonably necessary or desirable in order to implement the Scheme; and (t) keep Aon reasonably informed as to the performance of the obligations and responsibilities required of WTW pursuant to the Scheme, including by providing Aon with copies of any and all claims, pleadings, affidavits, petitions or other documents received by WTW from or on behalf of a WTW Shareholder claiming consideration in addition to or in lieu of Aon Shares to be issued pursuant to the Scheme and cooperate fully in denying any and all such requests or demands.

OF THE SCHEME. Section 3.1 Responsibilities ‌ 2.1 Each Party agrees that it shall fulfil its own obligations under the Takeovers Code and the Listing Rules in effect from time to time in connection with the Scheme at its own cost and shall not (without the prior written consent of WTW in Respect of the other Parties) make any statement, do any act or thing or fail to do any act or thing which is adverse or potentially adverse to the Scheme. WTW shallEach of the Parties agrees to comply with all applicable Laws relevant to the Scheme (including the general principles and rules of the Takeovers Code together with any rulings by the Executive or the Takeovers Panel relating to the Scheme and its financing) and to cooperate with each other and their respective professional advisers, unless this Agreement has been validly terminated including providing all information necessary or reasonably advisable for obtaining any relevant regulatory or other approvals applicable to the Transactions and making the necessary regulatory filings relating to the Scheme. 2.2 In connection with the cash confirmation to be given by the financial adviser in accordance with Rule 3.5 of the Takeovers Code in connection with the Scheme, AACL shall use all reasonable endeavours to obtain and provide the relevant financing (in such form and manner as the financial adviser to the Joint Offerors and/or the Executive may reasonably require) sufficient to satisfy the consideration payable under the Scheme at the Cancellation Price. 2.3 Subject to, and conditional upon, the terms of the Scheme Facility Agreement, AACL agrees to provide financing for up to 100% of the consideration required to be paid by the Joint Offerors to the Scheme Shareholders pursuant to the Scheme. 2.4 Brightex Enterprises undertakes to make one draw down request on the available loan facility pursuant to the Scheme Facility Agreement to satisfy the consideration payable by it in respect of Scheme pursuant to, and in accordance with Section 9.1the requirements of, the Takeovers Code and the Transaction Documents. 2.5 If, with respect to the Borrower, Corporate Guarantor or Personal Guarantor (each as defined in the Scheme Facility Agreement) only, there exists any circumstance constituting an Event of Default (as defined in the Scheme Facility Agreement) under any of Clause 17.6 (Insolvency), Clause 17.7 (Insolvency Proceedings), Clause 17.8 (Creditors’ process) and Clause 17.9 (Failure to comply with final judgments) of the Scheme Facility Agreement, AACL shall pay the Scheme Shareholders the Cancellation Price in cash, subject to compliance with applicable laws and regulations and any requisite shareholder approval of CAG. If AACL pays the Scheme Shareholders the Cancellation Price in cash, then (i) Brightex Enterprises agrees that AACL shall have no obligation to fund under the Scheme Facility Agreement and shall not make any draw down request under the Scheme Facility Agreement; and (ii) the Joint Offerors agree that the issued share capital of the Company will, on the Effective Date, be reduced by the cancellation of the Scheme Shares, but will be increased to its former amount prior to the cancellation of the Scheme Shares by the issue at par to AACL, credited as fully paid, of the same number of new Shares as the number of Scheme Shares cancelled. The reserve created in the Company’s books of account as a result of the capital reduction will be applied in paying up in full at par the new Shares so issued to AACL. 2.6 The Joint Offerors shall announce a firm intention to put forward the Proposal on the terms and conditions set forth in the Announcement as soon as reasonably practicable after the signing of this Agreement. 2.7 Unless otherwise explicitly agreed herein and other than as required under applicable Law, all decisions relating to the Scheme shall be made jointly by Brightex Enterprises and AACL, including decisions in respect of: (a) (i) be responsible for the preparation terms and conditions of the Scheme Document and all other documentation necessary to effect the Scheme and to convene the WTW EGM and Court Meeting, (ii) provide Aon with drafts of the Scheme Document and afford Aon and its Representatives reasonable opportunity to review and comment on the Scheme Document and such other documents and shall consider such comments in good faith and (iii) subject to the foregoing clauses (i) and (ii), as promptly as reasonably practicable after the date hereof, cause the Scheme Document to be filed with the Panel (in accordance with Rule 41.1(b) of the Takeover Rules)Scheme; (b) for the purpose contents of implementing the SchemeAnnouncement, instruct any other announcements, the Scheme Document or circulars to be issued or approved by a barrister (of senior counsel standing) and provide Aon and its Representatives with the opportunity to attend any meetings with such barrister to discuss matters pertaining to the Scheme, and any issues arising Party in connection with it the Scheme and the Financing Documents (except collectively, the “Transaction Documents”) pursuant to the extent Takeovers Code and/or the barrister is Listing Rules, including any references to advise on a WTW Competing Proposal or a WTW Intervening Event or on matters relating to the fiduciary duties and description of the WTW Board of Directors Parties or their responsibilities under the Takeover Rules)Affiliates that are contained in such documentation; (c) any amendments, modifications or variations to the terms and conditions of the Scheme from those set out in the Announcement; and (d) the timing for the release of any Transaction Document or making of any statement by any Party in connection with the Scheme. 2.8 Without prejudice to any other provision of this Agreement, each Party shall use its reasonable endeavours to do (or procure to be done), and to assist and co-operate with the other Parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, as promptly as reasonably practicable, notify Aon upon the receipt of any comments from the Panel on, or any request from the Panel for amendments or supplements to, the Scheme Document, including: (a) consenting to the WTW Equity Award Holder Proposal or release of the related forms Announcement with references to each Party and/or its associates and to the details of proxy this Agreement; (b) to procure the release of the Announcement as soon as reasonably practicable after it is approved and provide Aon with copies cleared by the Executive and the Stock Exchange; (c) the obtaining of all material written correspondence between WTW necessary Authorisations, consents, approvals or waivers in respect of the Scheme from the relevant third parties and its Representatives and the Panel relating to such documentsAuthorities as promptly as practicable; (d) use its reasonable best efforts executing and delivering any additional document or instrument necessary to respond to and resolve all Panel comments with respect to consummate the Scheme Document as promptly as practicable after receipt thereof;and other transactions contemplated in this Agreement and to fully carry out the purpose of this Agreement; and (e) as promptly as providing the other Parties with any information or document reasonably practicablerequested and/or necessary or appropriate for making any submission, notify Aon filing or notification to any Authority in relation to the Scheme, including making any filings jointly with one or more Parties where required by any Authority. 2.9 Each Party agrees to consult with the other Parties and to keep the other Parties fully informed of any other matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing relevant material developments in respect of the Scheme Document Scheme. 2.10 Each Party undertakes, to the extent permitted by Law, to provide the other Parties with reasonable prior notice of, and reasonable opportunity to: (a) participate in any meetings or telephone calls it may have with any Authority and shall keep the Panelother Parties informed of any discussions it has with any Authority; and (b) review and comment on any communication to be made by it to any Authority and shall provide the other Parties with a copy of the final version of any written submissions submitted by it to such Authority, insofar as applicablesuch meetings, telephone calls or written submissions relate to the implementation of the Scheme as and are reasonably considered by a Party to be relevant to the case may be;other Parties. 2.11 The Joint Offerors agree and undertake to each other Party that it shall: (fa) prior to filing or the despatch of any amendment or supplement to the Scheme Document requested by the Panel, or responding in writing to any comments of the Panel with respect thereto, WTW shall provide Aon and its Representatives with a reasonable opportunity to review and comment on supply such document or response and consider in good faith such comments; (g) to the extent that clearance of the Scheme Document by the Panel might require that waivers and/or derogations in respect of the Takeover Rules be sought and obtained from the Panel, make a submission for (and use reasonable best efforts to have approved) such waiver or derogation as promptly as reasonably practicable after having provided Aon and its Representatives with a reasonable opportunity to review and comment on such submission and considering in good faith such comments; (h) provide Aon with drafts of any and all pleadings, affidavits, petitions and other filings prepared by WTW for submission to the High Court in connection with the Scheme prior to their filing, and afford Aon and its Representatives reasonable opportunities to review and comment on all such documents and consider in good faith such comments; (i) as promptly as reasonably practicable (taking into account any requirements of the Panel with respect to the Scheme Document, that must be satisfied prior to the release of the Scheme Document), make all necessary applications to the High Court in connection with the implementation of the Scheme, including issuing appropriate proceedings requesting the High Court to give directions under Section 450(5) of the Act as to what are the appropriate meetings to be held and to order that the Court Meeting be convened as promptly as is reasonably practicable following the Rule 2.5 Announcement, and to use its reasonable best efforts to ensure that the hearing of such proceedings occurs as promptly as is reasonably practicable in order to facilitate the despatch of the Scheme Document and seek such directions of the High Court as it considers necessary or desirable in connection with such Court Meeting and thereafter comply with such directions; (j) procure the publication of the requisite advertisements and despatch of the Scheme Document (in a form acceptable to the Panel) and the related forms of proxy for the use at the Court Meeting and the WTW EGM (the form of which shall be agreed between the Parties, acting reasonably) (i) to WTW Shareholders on the register of members of WTW on the record date as agreed with the High Court, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and (ii) to the holders of the WTW Options and the WTW Share Awards as of such date, for information only, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and thereafter shall publish and/or post such other documents and information (the form of which shall be agreed between the Parties, acting reasonably) as the High Court and/or the Panel may approve or direct from time to time; (k) unless the WTW Board of Directors has effected a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, and subject to the obligations of the WTW Board of Directors under the Takeover Rules, procure that the Scheme Document include the WTW Board Recommendation; (l) include in the Scheme Document a notice convening the WTW EGM to be held immediately following the Court Meeting to consider and, if thought fit, approve the WTW EGM Resolutions; (m) prior to the Court Meeting, keep Aon reasonably informed on a reasonably current basis (in each case to the extent WTW reasonably has access to such information) of the number of proxy votes received in respect of resolutions to be proposed at the Court Meeting and/or the WTW EGM, and in any event provide such number promptly upon the request of Aon or its Representatives and, unless the WTW Board of Directors has effected a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, use reasonable best efforts to solicit proxies as may be necessary to pass be included in the Resolutions at the Court Meeting and/or the WTW EGMTransaction Documents and all related and ancillary documents and announcements; (nb) notwithstanding any WTW Change accept full responsibility for the accuracy of Recommendation, hold the Court Meeting all statements of fact and the WTW EGM on the date set out opinion contained in the Scheme Document, Transaction Documents (excluding statements of fact and opinion which relate to another Party or such later date other Party’s Affiliates) and all inferences which may be drawn from those statements; 2.12 Each Party agrees and undertakes to each other Party that it shall: (a) supply (and shall, insofar as it is able to, procure its Affiliates to supply) such information as may be agreed in writing by the Parties (such agreements not necessary to be unreasonably withheld, conditioned or delayed), included in the Transaction Documents and in such a manner as shall be approved, if necessary by the High Court and/or the Panel, all related and propose the Resolutions without any amendments, unless such amendments have been agreed to in writing by Aon, such agreement not to be unreasonably withheld, conditioned or delayedancillary documents and announcements; (ob) subject accept (and shall insofar as any of its Affiliates are required to, to procure any such Affiliates to accept) full responsibility for the terms accuracy of all statements of fact and opinion contained in the Transaction Documents (excluding statements of fact and opinion which relate to another Party or such other Party’s Affiliates) and all inferences which may be drawn from those statements; (c) not, and shall procure that none of its Affiliates shall, make a general offer or offer by way of scheme of arrangement for CAG Shares under the Takeovers Code unless with the prior written consent of the other Parties during the term of this Agreement, use reasonable best efforts to afford all such cooperation and assistance as may reasonably be requested of it by Aon in respect ; and (d) not (save with the prior written consent of the preparation and verification of any document other Parties) enter into, or in connection with any all consents, clearances, approvals, permissions, license, variance, exemption, authorization, acknowledgement, permits, nonactions, orders and waivers offer to be obtained from, and all registrations, applications, notices and filings to be made with or provided toenter into, any Governmental Entity arrangement or relationship which may create any Concert Party relationship (excluding the existing Concert Party relationship amongst the Parties or any other third party in connection with current Concert Party relationship deemed by the implementation Executive). 2.13 As further consideration for AACL making available the Loan under the Scheme Facility Agreement, Araco, AACL, Mr. Xuan and Brightex Enterprises have entered into the Amendment Agreement to the 2018 Facility Agreement at the same time as entry of the Scheme and/or Facility Agreement. If on or prior to the Acquisition or confirmation required for the implementation Effective Date, (i) Brightex Enterprises has not deposited an amount equal to US$18,000,000 into a bank account designated by AACL to be applied towards partial payment of the Scheme, including Cancellation Price under the provision Scheme and/or to Aon in a timely manner reduce the amount of such information and confirmations relating to it, its Subsidiaries and the Loan borrowed by Brightex Enterprises under the Scheme Facility Agreement; or (ii) if there exists any circumstance constituting an Event of Default under any of its or their respective directors or employees as Aon may reasonably request; Clause 17.6 (pInsolvency), Clause 17.7 (Insolvency Proceedings), Clause 17.8 (Creditors’ process) assume responsibility for the information relating and Clause 17.9 (Failure to it or any comply with final judgments) of its Subsidiaries contained in the Scheme Document or any other document sent to WTW Shareholders or filed with Facility Agreement, and the High Court or in any announcement, in each case unless provided for inclusion by or on behalf of Aon; (q) review and provide comments (if any) in a reasonably timely manner on all documentation submitted to it by Aon; (r) following the Court Meeting and WTW EGM, assuming the Resolutions are duly passed (including by the requisite majorities required under Section 453 of the Act in the case of the Court Meeting) and all other Conditions are satisfied or, in the sole discretion of the applicable Party, waived (where permissible under the terms of the Rule 2.5 Announcement and/or the Scheme Document) (with the exception of Conditions 2(iii) and 2(iv) and any other Conditions that are by their nature to be satisfied on the Sanction Date First Tranche Purchase Price (as defined in the Rule 2.5 Announcement)Sale and Purchase Agreement) is not paid in accordance with the Sale and Purchase Agreement, but subject the Amendment Agreement to the satisfaction or waiver (where permissible under 2018 Facility Agreement shall immediately become effective upon the provisions issuance of a notice by AACL declaring the effectiveness of the Rule 2.5 Announcement and/or Amendment Agreement to the Scheme Document) of such Conditions), take all necessary steps on 2018 Facility Agreement to the part of WTW to prepare and issue, serve and lodge all such court documents as are required to seek the sanction other parties of the High Court Amendment Agreement to the Scheme as soon as possible thereafter; (s) give such undertakings as are required by the High Court in connection with the Scheme as are reasonably necessary to implement the Scheme; and (t) keep Aon reasonably informed as to the performance of the obligations and responsibilities required of WTW pursuant to the Scheme, including by providing Aon with copies of any and all claims, pleadings, affidavits, petitions or other documents received by WTW from or on behalf of a WTW Shareholder claiming consideration in addition to or in lieu of Aon Shares to be issued pursuant to the Scheme and cooperate fully in denying any and all such requests or demands2018 Facility Agreement.

OF THE SCHEME. Section 3.1 Responsibilities of WTW in Respect of the Scheme. WTW shall, unless this Agreement has been validly terminated pursuant to and in accordance with Section 9.1: (a) (i) be responsible for the preparation of the Scheme Document and all other documentation necessary to effect the Scheme and to convene the WTW EGM and Court Meeting, (ii) provide Aon with drafts of the Scheme Document and afford Aon and its Representatives reasonable opportunity to review and comment on the Scheme Document and such other documents and shall consider such comments in good faith and (iii) subject to the foregoing clauses (i) and (ii), as promptly as reasonably practicable after the date hereof, cause the Scheme Document to be filed with the Panel (in accordance with Rule 41.1(b) of the Takeover Rules);Rules); (b) for the purpose of implementing the Scheme, instruct a barrister (of senior counsel standing) and provide Aon and its Representatives with the opportunity to attend any meetings with such barrister to discuss matters pertaining to the Scheme, and any issues arising in connection with it (except to the extent the barrister is to advise on a WTW Competing Proposal or a WTW Intervening Event or on matters relating to the fiduciary duties of the WTW Board of Directors or their responsibilities under the Takeover Rules);Rules); (c) as promptly as reasonably practicable, notify Aon upon the receipt of any comments from the Panel on, or any request from the Panel for amendments or supplements to, the Scheme Document, the WTW Equity Award Holder Proposal or the related forms of proxy and provide Aon with copies of all material written correspondence between WTW and its Representatives and the Panel relating to such documents;documents; (d) use its reasonable best efforts to respond to and resolve all Panel comments with respect to the Scheme Document as promptly as practicable after receipt thereof;thereof; (e) as promptly as reasonably practicable, notify Aon of any other matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing of the Scheme Document with the Panel, as applicable, or implementation of the Scheme as the case may be;be; (f) prior to filing or the despatch of any amendment or supplement to the Scheme Document requested by the Panel, or responding in writing to any comments of the Panel with respect thereto, WTW shall provide Aon and its Representatives with a reasonable opportunity to review and comment on such document or response and consider in good faith such comments;comments; (g) to the extent that clearance of the Scheme Document by the Panel might require that waivers and/or derogations in respect of the Takeover Rules be sought and obtained from the Panel, make a submission for (and use reasonable best efforts to have approved) such waiver or derogation as promptly as reasonably practicable after having provided Aon and its Representatives with a reasonable opportunity to review and comment on such submission and considering in good faith such comments;comments; (h) provide Aon with drafts of any and all pleadings, affidavits, petitions and other filings prepared by WTW for submission to the High Court in connection with the Scheme prior to their filing, and afford Aon and its Representatives reasonable opportunities to review and comment on all such documents and consider in good faith such comments;comments; (i) as promptly as reasonably practicable (taking into account any requirements of the Panel with respect to the Scheme Document, that must be satisfied prior to the release of the Scheme Document), make all necessary applications to the High Court in connection with the implementation of the Scheme, including issuing appropriate proceedings requesting the High Court to give directions under Section 450(5) of the Act as to what are the appropriate meetings to be held and to order that the Court Meeting be convened as promptly as is reasonably practicable following the Rule 2.5 Announcement, and to use its reasonable best efforts to ensure that the hearing of such proceedings occurs as promptly as is reasonably practicable in order to facilitate the despatch of the Scheme Document and seek such directions of the High Court as it considers necessary or desirable in connection with such Court Meeting and thereafter comply with such directions;directions; (j) procure the publication of the requisite advertisements and despatch of the Scheme Document (in a form acceptable to the Panel) and the related forms of proxy for the use at the Court Meeting and the WTW EGM (the form of which shall be agreed between the Parties, acting reasonably) (i) to WTW Shareholders on the register of members of WTW on the record date as agreed with the High Court, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and (ii) to the holders of the WTW Options and the WTW Share Awards as of such date, for information only, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and thereafter shall publish and/or post such other documents and information (the form of which shall be agreed between the Parties, acting reasonably) as the High Court and/or the Panel may approve or direct from time to time;time; (k) unless the WTW Board of Directors has effected a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, and subject to the obligations of the WTW Board of Directors under the Takeover Rules, procure that the Scheme Document include the WTW Board Recommendation;Recommendation; (l) include in the Scheme Document a notice convening the WTW EGM to be held immediately following the Court Meeting to consider and, if thought fit, approve the WTW EGM Resolutions;Resolutions; (m) prior to the Court Meeting, keep Aon reasonably informed on a reasonably current basis (in each case to the extent WTW reasonably has access to such information) of the number of proxy votes received in respect of resolutions to be proposed at the Court Meeting and/or the WTW EGM, and in any event provide such number promptly upon the request of Aon or its Representatives and, unless the WTW Board of Directors has effected a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, use reasonable best efforts to solicit proxies as may be necessary to pass the Resolutions at the Court Meeting and/or the WTW EGM;EGM; (n) notwithstanding any WTW Change of Recommendation, hold the Court Meeting and the WTW EGM on the date set out in the Scheme Document, or such later date as may be agreed in writing by the Parties (such agreements not to be unreasonably withheld, conditioned or delayed), and in such a manner as shall be approved, if necessary by the High Court and/or the Panel, and propose the Resolutions without any amendments, unless such amendments have been agreed to in writing by Aon, such agreement not to be unreasonably withheld, conditioned or delayed;delayed; (o) subject to the terms of this Agreement, use reasonable best efforts to afford all such cooperation and assistance as may reasonably be requested of it by Aon in respect of the preparation and verification of any document or in connection with any all consents, clearances, approvals, permissions, license, variance, exemption, authorization, acknowledgement, permits, nonactions, orders and waivers to be obtained from, and all registrations, applications, notices and filings to be made with or provided to, any Governmental Entity or other third party in connection with the implementation of the Scheme and/or the Acquisition or confirmation required for the implementation of the Scheme, including the provision to Aon in a timely manner of such information and confirmations relating to it, its Subsidiaries and any of its or their respective directors or employees as Aon may reasonably request;request; (p) assume responsibility for the information relating to it or any of its Subsidiaries contained in the Scheme Document or any other document sent to WTW Shareholders or filed with the High Court or in any announcement, in each case unless provided for inclusion by or on behalf of Aon;Aon; (q) review and provide comments (if any) in a reasonably timely manner on all documentation submitted to it by Aon;Aon; (r) following the Court Meeting and WTW EGM, assuming the Resolutions are duly passed (including by the requisite majorities required under Section 453 of the Act in the case of the Court Meeting) and all other Conditions are satisfied or, in the sole discretion of the applicable Party, waived (where permissible under the terms of the Rule 2.5 Announcement and/or the Scheme Document) (with the exception of Conditions 2(iii) and 2(iv) and any other Conditions that are by their nature to be satisfied on the Sanction Date (as defined in the Rule 2.5 Announcement), but subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions), take all necessary steps on the part of WTW to prepare and issue, serve and lodge all such court documents as are required to seek the sanction of the High Court to the Scheme as soon as possible thereafter;thereafter; (s) give such undertakings as are required by the High Court in connection with the Scheme as are reasonably necessary to implement the Scheme; Scheme; and (t) keep Aon reasonably informed as to the performance of the obligations and responsibilities required of WTW pursuant to the Scheme, including by providing Aon with copies of any and all claims, pleadings, affidavits, petitions or other documents received by WTW from or on behalf of a WTW Shareholder claiming consideration in addition to or in lieu of Aon Shares to be issued pursuant to the Scheme and cooperate fully in denying any and all such requests or demands.

OF THE SCHEME. Section 3.1 Responsibilities of WTW Allergan in Respect of the Scheme. WTW Allergan shall, unless this Agreement has been validly terminated pursuant to and in accordance with Section 9.1: (a) (i) be responsible for the preparation of a proxy statement to be sent to the Allergan Shareholders in connection with the matters to be submitted at the Court Meeting and the EGM (such proxy statement, as amended or supplemented, the “Proxy Statement”) and the Scheme Document and all other documentation necessary to effect the Scheme and to convene the WTW EGM and Court Meeting, (ii) provide Aon AbbVie with drafts of the Proxy Statement and the Scheme Document and afford Aon and its Representatives AbbVie reasonable opportunity to review and comment on the Proxy Statement and the Scheme Document and such other documents and shall consider such comments in good faith and (iii) subject to the foregoing clauses (i) and (ii), as promptly as reasonably practicable after the date hereof, cause the Proxy Statement and the Scheme Document to be filed with the SEC and the Panel (in accordance with Rule 41.1(b) of the Takeover Rules); (b) for the purpose of implementing the Scheme, instruct a barrister (of senior counsel standing) and provide Aon AbbVie and its Representatives with the opportunity to attend any meetings with such barrister to discuss matters pertaining to the Scheme, Scheme and any issues arising in connection with it (except to the extent the barrister is to advise on a WTW Competing Proposal or a WTW Intervening Event or on matters relating to the fiduciary duties of the WTW Board directors of Directors Allergan or their responsibilities under the Takeover Rules); (c) as promptly as reasonably practicable, notify Aon AbbVie upon the receipt of any comments from the Panel or the SEC on, or any request from the Panel or the SEC for amendments or supplements to, the Proxy Statement, the Scheme Document, the WTW Allergan Equity Award Holder Proposal or and the related forms of proxy and provide Aon AbbVie with copies of all material written correspondence between WTW it and its Representatives and the Panel and/or the SEC relating to such documents; (d) use its reasonable best efforts to respond to and resolve all Panel and SEC comments with respect to the Proxy Statement and the Scheme Document as promptly as practicable after receipt thereof; (e) as promptly as reasonably practicable, notify Aon AbbVie of any other matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing of the Proxy Statement or the Scheme Document with the SEC and the Panel, as applicable, or implementation of the Scheme as the case may be; (f) prior to filing or the despatch of any amendment or supplement to the Proxy Statement or the Scheme Document requested by the PanelPanel or the SEC, or responding in writing to any comments of the Panel or the SEC with respect thereto, WTW Allergan shall provide Aon and its Representatives AbbVie with a reasonable opportunity to review and comment on such document or response and consider in good faith such comments; (g) cause the Proxy Statement to be mailed as promptly as reasonably practicable after the date on which the SEC confirms that it will not review the Proxy Statement or that it has no further comments on the Proxy Statement; (h) to the extent that clearance of the Proxy Statement or the Scheme Document by the Panel might require that waivers and/or derogations in respect of the Takeover Rules be sought and obtained from the Panel, make a submission for (and use reasonable best efforts to have approved) such waiver or derogation as promptly as reasonably practicable after having provided Aon and its Representatives AbbVie with a reasonable opportunity to review and comment on such submission and considering in good faith such comments; (hi) provide Aon AbbVie with drafts of any and all pleadings, affidavits, petitions and other filings prepared by WTW Allergan for submission to the High Court in connection with the Scheme prior to their filing, and afford Aon and its Representatives AbbVie reasonable opportunities to review and comment on all such documents and consider in good faith such comments; (ij) as promptly as reasonably practicable (taking into account any requirements of the Panel with respect to the Scheme DocumentDocument and the SEC review (if any) with respect to the Proxy Statement, that must be satisfied prior to the release of the Scheme Document), make all necessary applications to the High Court in connection with the implementation of the Scheme, Scheme (including issuing appropriate proceedings requesting the High Court to give directions under Section 450(5) of the Act as to what are the appropriate meetings to be held and to order that the Court Meeting be convened as promptly as is reasonably practicable following the Rule 2.5 AnnouncementAnnouncement and the SEC review (if any) of the Proxy Statement by the SEC), and to use its reasonable best efforts to ensure that the hearing of such proceedings occurs as promptly as is reasonably practicable in order to facilitate the despatch of the Scheme Document and seek such directions of the High Court as it considers necessary or desirable in connection with such Court Meeting and thereafter comply with such directions; (jk) procure the publication of the requisite advertisements and despatch of the Scheme Document (in a form acceptable to the Panel) ), Proxy Statement and the related forms of proxy for the use at the Court Meeting and the WTW EGM (the form of which shall be agreed between the Parties, acting reasonably) (i) to WTW Allergan Shareholders on the register of members of WTW Allergan on the record date as agreed with the High Court, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and (ii) to the holders of the WTW Allergan Options and the WTW Allergan Share Awards as of such date, for information only, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and thereafter shall publish and/or post such other documents and information (the form of which shall be agreed between the Parties, acting reasonably) as the High Court and/or the Panel may approve or direct from time to time; (kl) unless the WTW Allergan Board of Directors has effected a WTW an Allergan Change of Recommendation pursuant to and in accordance with Section 7.35.3, and subject to the obligations of the WTW Allergan Board of Directors under the Takeover Rules, procure that the Proxy Statement and the Scheme Document include the WTW Board Scheme Recommendation; (lm) include in the Scheme Document a notice convening the WTW EGM to be held immediately following the Court Meeting to consider and, if thought fit, approve the WTW EGM Resolutions; (mn) prior to the Court Meeting, keep Aon AbbVie reasonably informed on a reasonably current basis (in each case to the extent WTW Allergan reasonably has access to such information) of the number of proxy votes received in respect of resolutions to be proposed at the Court Meeting and/or the WTW EGM, and in any event provide such number promptly upon the request of Aon AbbVie or its Representatives and, unless the WTW Allergan Board of Directors has effected a WTW an Allergan Change of Recommendation pursuant to and in accordance with Section 7.35.3, use reasonable best efforts to solicit proxies as may be necessary to pass the Resolutions at the Court Meeting and/or the WTW EGM; (no) notwithstanding any WTW Allergan Change of Recommendation, unless this Agreement has been validly terminated pursuant to and in accordance with Article 9, hold the Court Meeting and the WTW EGM on the date set out in the Scheme Document, or such later date as may be agreed in writing by the Parties (such agreements not to be unreasonably withheld, conditioned or delayed), and in such a manner as shall be approved, if necessary by the High Court and/or the Panel, and propose the Resolutions without any amendments, unless such amendments have been agreed to in writing by AonAbbVie, such agreement not to be unreasonably withheld, conditioned or delayed; (op) subject to the terms of this Agreement, use reasonable best efforts to afford all such cooperation and assistance as may reasonably be requested of it by Aon AbbVie in respect of the preparation and verification of any document or in connection with any all consents, clearances, approvals, permissions, license, variance, exemption, authorization, acknowledgement, permits, nonactions, orders and waivers to be obtained from, and all registrations, applications, notices and filings to be made with or provided to, any Governmental Entity or other third party in connection with the implementation of the Scheme and/or the Acquisition Clearance or confirmation required for the implementation of the Scheme, including the provision to Aon AbbVie in a timely manner of such information and confirmations relating to it, its Subsidiaries and any of its or their respective directors or employees as Aon AbbVie may reasonably request; (pq) assume responsibility for the information relating to it or any of its Subsidiaries contained in the Scheme Document Document, the Proxy Statement or any other document sent to WTW Allergan Shareholders or filed with the High Court or in any announcement, in each case unless provided for inclusion by or on behalf of Aon; (qr) review and provide comments (if any) in a reasonably timely manner on all documentation submitted to it by AonAbbVie; (rs) following the Court Meeting and WTW EGM, assuming the Resolutions are duly passed (including by the requisite majorities required under Section 453 of the Act in the case of the Court Meeting) and all other Conditions are satisfied or, in the sole discretion of the applicable Party, waived (where permissible under the terms of the Rule 2.5 Announcement and/or the Scheme Document) (with the exception of Conditions 2(iii) and 2(iv) and any other Conditions that are by their nature to be satisfied on the Sanction Date (as defined in the Rule 2.5 Announcement)Date, but subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions), take all necessary steps on the part of WTW Allergan to prepare and issue, serve and lodge all such court documents as are required to seek the sanction of the High Court to the Scheme as soon as possible thereafter; (st) give such undertakings as are required by the High Court in connection with the Scheme as are reasonably necessary or desirable to implement the Scheme; and (tu) keep Aon AbbVie reasonably informed as to the performance of the obligations and responsibilities required of WTW Allergan pursuant to the Scheme. Section 3.2 Responsibilities of AbbVie and Acquirer Sub in Respect of the Scheme. AbbVie and Acquirer Sub shall: (a) either (i) instruct counsel to appear on its behalf at the Court Hearing and undertake to the High Court to be bound by the terms of the Scheme (including the issuance of the Share Consideration pursuant thereto) insofar as it relates to AbbVie or Acquirer Sub, or (ii) provide a written undertaking to the High Court to be bound by the terms of the Scheme (including the issuance of the Share Consideration pursuant thereto) insofar as it relates to AbbVie or Acquirer Sub; (b) if, and to the extent that, it or any of its Concert Parties owns or is interested in Allergan Shares, exercise all of its rights and, insofar as lies within its powers, procure that each of its Concert Parties shall exercise all of their respective rights, in respect of such Allergan Shares so as to implement, and otherwise support the implementation of, the Scheme, including by providing Aon with copies voting (and, in respect of any and all claims, pleadings, affidavits, petitions interests in Allergan held via contracts for difference or other documents received by WTW from or on behalf derivative instruments, insofar as lies within its powers, procuring that instructions are given to the holder of a WTW Shareholder claiming consideration in addition to or in lieu of Aon the underlying Allergan Shares to be issued vote) in favor of the Resolutions or, if required by Law, the High Court or the Takeover Rules, refraining from voting, at any Court Meeting and/or EGM as the case may be; (c) keep Allergan reasonably informed as to the performance of the obligations and responsibilities required of AbbVie and Acquirer Sub pursuant to the Scheme Scheme; (d) subject to the terms of this Agreement (including Section 7.2 hereof) and cooperate fully in denying any and the Scheme, afford all such requests cooperation and assistance as may reasonably be requested of it by Allergan in respect of the preparation and verification of any document or demandsin connection with any Clearance or confirmation required for the implementation of the Scheme, including the provision to Allergan in a timely manner of such information and confirmations relating to it, its Subsidiaries and any of its or their respective directors or employees as Allergan may reasonably request (including for the purposes of preparing the Scheme Document); (e) assume responsibility for the information relating to it or any of its Subsidiaries contained in the Scheme Document, the Proxy Statement or any other document sent to Allergan Shareholders or filed with the High Court or in any announcement; (f) review and provide comments (if any) in a reasonably timely manner on all documentation submitted to it by Allergan; (g) to the extent that clearance of the Proxy Statement or the Scheme Document by the Panel might require that waivers and/or derogations in respect of the Takeover Rules be sought and obtained from the Panel, make a submission for (and use reasonable best efforts to have approved) such waiver or derogation as promptly as reasonably practicable after having provided Allergan with a reasonable opportunity to review and comment on such submission and considering in good faith such comments; and (h) as promptly as reasonably practicable, notify Allergan of any other matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing of the Proxy Statement or the Scheme Document with the SEC and the Panel, as applicable, or implementation of the Scheme, as the case may be.

OF THE SCHEME. Section 3.1 Responsibilities of WTW Fleetmatics in Respect of the Scheme. WTW shall, unless this Agreement has been validly terminated pursuant to and in accordance with Section 9.1: (a) (i) be responsible for the preparation of the Scheme Document and all other documentation necessary to effect the Scheme and to convene the WTW EGM and Court Meeting, (ii) provide Aon with drafts of the Scheme Document and afford Aon and its Representatives reasonable opportunity to review and comment on the Scheme Document and such other documents and shall consider such comments in good faith and (iii) subject to the foregoing clauses (i) and (ii), as promptly as reasonably practicable after the date hereof, cause the Scheme Document to be filed with the Panel (in accordance with Rule 41.1(b) of the Takeover Rules); (b) for the purpose of implementing the Scheme, instruct a barrister (of senior counsel standing) and provide Aon Verizon and its Representatives advisers with the opportunity to attend any meetings with such barrister to discuss matters pertaining to the Scheme, Scheme and any issues arising in connection with it (except to the extent the barrister is to advise on a WTW Competing Proposal or a WTW Intervening Event or on matters relating to the fiduciary duties of the WTW Board directors of Directors Fleetmatics or their responsibilities under the Takeover Rules); (c) as promptly as reasonably practicable after the definitive Proxy Statement is filed with the SEC, or, if the preliminary Proxy Statement is to be reviewed and commented upon by the SEC, after the filing of an amendment to the preliminary Proxy Statement with the SEC to address the comments made by the SEC, Fleetmatics shall cause to be filed with the Panel the Proxy Statement (in definitive or preliminary form, as the case may be); (d) as promptly as reasonably practicable, notify Aon Verizon of any other matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing of the Scheme Document or implementation of the Scheme or the Acquisition as the case may be; (e) as promptly as reasonably practicable, notify Verizon upon the receipt of any comments from the Panel on, or any request from the Panel for amendments or supplements to, the Scheme Document, the WTW Fleetmatics Equity Award Holder Proposal or and the related forms of proxy and provide Aon with copies of all material written correspondence between WTW and its Representatives and the Panel relating to such documents; (d) use its reasonable best efforts to respond to and resolve all Panel comments with respect to the Scheme Document as promptly as practicable after receipt thereof; (e) as promptly as reasonably practicable, notify Aon of any other matter of which it becomes aware which would reasonably be expected to materially delay so filed or prevent filing of the Scheme Document with the Panel, as applicable, or implementation of the Scheme as the case may befurnished; (f) prior to filing or the despatch of any amendment or supplement to the Scheme Document requested by the Panel, or responding in writing to any comments of the Panel with respect thereto, WTW shall Fleetmatics shall: (i) as promptly as reasonably practicable provide Aon and its Representatives Verizon with a reasonable an opportunity to review and comment on such document or response; and (ii) as promptly as reasonably practicable discuss with Verizon and include in such document or response and consider in good faith such commentsall comments reasonably proposed by Verizon; (g) to the extent that clearance of the Scheme Document by the Panel might require that waivers and/or derogations in respect of the Takeover Rules be sought and obtained from the Panel, make a submission for (and use reasonable best efforts to have approved) such waiver or derogation as promptly as reasonably practicable after having provided Aon and its Representatives with a reasonable opportunity to review and comment on such submission and considering in good faith such comments; (h) provide Aon Verizon with drafts of any and all pleadings, affidavits, petitions and other filings prepared by WTW Fleetmatics for submission to the High Court in connection with the Scheme prior to their filing, and afford Aon and its Representatives Verizon reasonable opportunities to review and comment make comments on all such documents and consider include in good faith such commentsdocuments all comments reasonably proposed by Verizon; (ih) as promptly as reasonably practicable (taking into account any requirements of the Panel with respect to the Scheme Document, that must be satisfied prior to the release of the Scheme Document), make all necessary applications to the High Court in connection with the implementation of the Scheme, including issuing appropriate proceedings requesting the High Court to give directions under Section 450(5) of the Act as to what are the appropriate meetings to be held and to order that the Court Meeting be convened as promptly as is reasonably practicable following the Rule 2.5 Announcement, and to use its reasonable best efforts so as to ensure that the hearing of such proceedings occurs as promptly as is reasonably practicable in order to facilitate the despatch of the Scheme Document and seek such directions of the High Court as it considers necessary or desirable in connection with such Court Meeting and thereafter comply with such directionsthe Scheme; (ji) procure the publication of the requisite advertisements and despatch of the Scheme Document (in a form acceptable to the Panel) and the related forms of proxy for the use at the Court Meeting and the WTW EGM (the form of which shall be agreed between the Parties, each acting reasonably) (ia) to WTW Fleetmatics Shareholders on the register of members of WTW Fleetmatics on the applicable record date as agreed with the High Courtdate, as promptly as reasonably practicable following the date on which the Proxy Statement is cleared by the SEC (and in any event within five (5) Business Days after securing approval the date of such clearance by the High Court to despatch such documentsSEC), and (iib) to the holders of the WTW Fleetmatics Options and the WTW or Fleetmatics Share Awards as of on such date, for information only, as promptly as reasonably practicable following the date on which the Proxy Statement is cleared by the SEC (and in any event within five (5) Business Days after securing approval the date of such clearance by the High Court to despatch such documentsSEC), and thereafter shall publish and/or post such other documents and information (the form of which shall be agreed between the Parties, each acting reasonably) as the High Court and/or the Panel may approve or direct from time to timetime in connection with the implementation of the Scheme in accordance with applicable Law as promptly as reasonably practicable after the approval or (as the case may be) direction of the High Court and/or the Panel to publish or post such documents being obtained; (kj) unless the WTW Fleetmatics Board of Directors has effected a WTW Fleetmatics Change of Recommendation pursuant to and in accordance with Section 7.3Clause 5.2, and subject to the obligations of the WTW Fleetmatics Board of Directors under the Takeover Rules, procure that the Scheme Document include the WTW Board Scheme Recommendation; (lk) include in the Scheme Document a notice convening the WTW EGM to be held immediately following the Court Meeting to consider and, if thought fit, approve the WTW EGM Resolutions; (l) subject to Clause 3.5(b), applicable Law or any direction of the High Court, not propose an adjournment of the EGM or Court Meeting without the consent of Verizon; (m) keep Verizon reasonably informed in the two weeks prior to the Court Meeting, keep Aon reasonably informed on a reasonably current basis (in each case to the extent WTW reasonably has access to such information) Meeting of the number of proxy votes received in respect of resolutions to be proposed at the Court Meeting and/or the WTW EGM, and in any event provide such number promptly upon the request of Aon Verizon or its Representatives and, unless the WTW Fleetmatics Board of Directors has effected a WTW Fleetmatics Change of Recommendation pursuant to Recommendation, conduct any proxy solicitation exercise and in accordance with Section 7.3, use reasonable best efforts to solicit proxies undertake any other steps as may be necessary agreed by the Parties, acting reasonably, to pass assist the passing of the Resolutions at the Court Meeting and/or the WTW EGM; (n) notwithstanding any WTW Fleetmatics Change of Recommendation, unless this Agreement has been terminated pursuant to Clause 9, hold the Court Meeting and the WTW EGM on the date set out in the Scheme Document, or such later date as may be agreed in writing by between the Parties (such agreements not to be unreasonably withheld, conditioned or delayed)Parties, and in such a manner as shall be approved, if necessary necessary, by the High Court and/or the Panel, Panel and propose the Resolutions without any amendments, unless such amendments have been agreed to in writing by Aonwith Verizon, such agreement not to be unreasonably withheld, conditioned or delayed; (o) subject to the terms of this Agreement, use reasonable best efforts to afford all such cooperation and assistance as may reasonably be requested of it by Aon Verizon in respect of the preparation and verification of any document or in connection with any all consents, clearances, approvals, permissions, license, variance, exemption, authorization, acknowledgement, permits, nonactions, orders and waivers to be obtained from, and all registrations, applications, notices and filings to be made with or provided to, any Governmental Entity or other third party in connection with the implementation of the Scheme and/or the Acquisition Clearance or confirmation reasonably required for the implementation of the Scheme, including the provision to Aon in a timely manner Verizon of such information and confirmations relating to it, its Subsidiaries and any of its or their respective directors or employees as Aon Verizon may reasonably request; request (pincluding for the purposes of preparing the Proxy Statement) and to do so in a timely manner and assume responsibility only for the information relating to it or any of its Subsidiaries contained in the Scheme Document or any other document sent to WTW Fleetmatics Shareholders or filed with the High Court or in any announcement, in each case unless provided for inclusion by or on behalf of Aon; (qp) review and provide comments (if any) in a reasonably timely manner on all documentation submitted to it by Aonit; (rq) following the Court Meeting and WTW EGM, assuming the Resolutions are duly passed (including by the requisite majorities required under Section 453 of the Act in the case of the Court Meeting) and all other Conditions are satisfied or, in the sole discretion of the applicable Party, waived (where permissible under the terms of the Rule 2.5 Announcement and/or the Scheme Document) applicable (with the exception of Conditions 2(iii2(c) and 2(iv) and any other Conditions that are by their nature to be satisfied on the Sanction Date (as defined in the Rule 2.5 Announcement2(d)), but subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Documenti) of such Conditions), take all necessary steps on the part of WTW Fleetmatics to prepare and issue, serve and lodge all such court documents as are required to seek the sanction of the High Court to the Scheme as soon as possible thereafter and (ii) use its reasonable best efforts so as to ensure that the Court Hearing occurs as promptly as practicable thereafter;; provided, however, that, in the event Verizon would otherwise have the right to terminate this Agreement pursuant to Clause 9.1(a)(ix) and has sought to exercise that right by delivering a notice of termination in accordance with the terms of this Agreement, Fleetmatics shall have the right to seek at the then scheduled Court Hearing a reasonable postponement of the Court Hearing (but in no event to a date later than the third Business Day prior to the End Date) and, if Fleetmatics shall have exercised its right to seek such postponement in accordance with this Clause 3.1(q), (1) Fleetmatics shall not seek to have the High Court take any action at the Court Hearing (including seeking the High Court’s sanction of the Scheme) other than seeking the High Court’s approval of such postponement and (2) no such notice of termination delivered by Verizon shall be effective (x) until the time at which the High Court shall have declined to grant such postponement, or (y) if such postponement has been granted and, taking into account such postponement, the Pre-Sanction Period has not then commenced (it being understood that such termination notice shall in the circumstances described in clause (y) be deemed to have been revoked and rescinded, provided, however, that, nothing shall prevent Verizon from delivering a new notice of termination pursuant to Clause 9.1(a)(ix) during a subsequent Pre-Sanction Period, including with respect to the same underlying cause that gave rise to Verizon’s right to terminate under Clause 9.1(a)(ix) if such condition remains in existence when such new notice of termination is delivered); provided, further, however, that, (A) for the avoidance of doubt, in no circumstance shall a notice from Verizon invoking the termination of this Agreement pursuant to Clause 9.1(a)(ix) delivered during the Pre-Sanction Period be considered to be untimely delivered as a result of the delayed effectiveness provisions set forth in this Clause 3.1(q) and (B) if Fleetmatics shall not have irrevocably committed to Fleetmatics in writing (which commitment may be delivered by email), by no later than one hour prior to the scheduled commencement of the Court Hearing, that it will exercise its right to seek such postponement in accordance with this Clause 3.1(q) at the Court Hearing, such notice of termination shall become effective immediately prior to the commencement of the Court Hearing; and (sr) give such undertakings as are required by the High Court in connection with the Scheme and as are reasonably necessary or desirable to implement the Scheme; and (t) keep Aon reasonably informed as to the performance of the obligations and responsibilities required of WTW pursuant to the Scheme, including by providing Aon with copies of any and all claims, pleadings, affidavits, petitions or other documents received by WTW from or on behalf of a WTW Shareholder claiming consideration in addition to or in lieu of Aon Shares to be issued pursuant to the Scheme and cooperate fully in denying any and all such requests or demands.

OF THE SCHEME. Section 3.1 Responsibilities 6.1 AssetCo undertakes, subject to the other provisions of WTW in Respect of the Scheme. WTW shall, unless this Agreement has been validly terminated pursuant to and in accordance with Section 9.1Agreement: (a) (i) be responsible for the preparation of the Scheme Document to co-operate with RMG and all other documentation necessary to effect the Scheme its advisers and to convene the WTW EGM and Court Meeting, (ii) provide Aon with drafts of the Scheme Document and afford Aon and its Representatives reasonable opportunity to review and comment on the Scheme Document and such other documents and shall consider such comments in good faith and (iii) subject to the foregoing clauses (i) and (ii), as promptly as reasonably practicable after the date hereof, take or cause the Scheme Document to be filed with taken all such steps as are permissible by Law and are within its power that are reasonably requested by RMG to implement the Panel (Transaction in accordance with Rule 41.1(b) of the Takeover Rules); (b) for the purpose of implementing the Scheme, instruct a barrister (of senior counsel standing) and provide Aon and its Representatives with the opportunity to attend any meetings with such barrister to discuss matters pertaining to the Scheme, and any issues arising in connection with it (except to the extent the barrister is to advise on a WTW Competing Proposal or a WTW Intervening Event or on matters relating to the fiduciary duties of the WTW Board of Directors or their responsibilities under the Takeover Rules); (c) as promptly as reasonably practicable, notify Aon upon the receipt of any comments from the Panel on, or any request from the Panel for amendments or supplements to, the Scheme Document, the WTW Equity Award Holder Proposal or the related forms of proxy and provide Aon with copies of all material written correspondence between WTW and its Representatives and the Panel relating to such documents; (d) use its reasonable best efforts to respond to and resolve all Panel comments with respect to the Scheme Document as promptly as practicable after receipt thereof; (e) as promptly as reasonably practicable, notify Aon of any other matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing of the Scheme Document with the Panel, as applicable, or implementation of the Scheme as the case may be; (f) prior to filing or the despatch of any amendment or supplement to the Scheme Document requested by the Panel, or responding in writing to any comments of the Panel with respect thereto, WTW shall provide Aon and its Representatives with a reasonable opportunity to review and comment on such document or response and consider in good faith such comments; (g) to the extent that clearance of the Scheme Document by the Panel might require that waivers and/or derogations in respect of the Takeover Rules be sought and obtained from the Panel, make a submission for (and use reasonable best efforts to have approved) such waiver or derogation as promptly as reasonably practicable after having provided Aon and its Representatives with a reasonable opportunity to review and comment on such submission and considering in good faith such comments; (h) provide Aon with drafts of any and all pleadings, affidavits, petitions and other filings prepared by WTW for submission to the High Court in connection with the Scheme prior to their filing, and afford Aon and its Representatives reasonable opportunities to review and comment on all such documents and consider in good faith such comments; (i) as promptly as reasonably practicable (taking into account any requirements of the Panel with respect to the Scheme Document, that must be satisfied prior to the release of the Scheme Document), make all necessary applications to the High Court in connection with the implementation of the Scheme, including issuing appropriate proceedings requesting the High Court to give directions under Section 450(5) of the Act as to what are the appropriate meetings to be held and to order that the Court Meeting be convened as promptly as is reasonably practicable following the Rule 2.5 Announcement, and to use its reasonable best efforts to ensure that the hearing of such proceedings occurs as promptly as is reasonably practicable in order to facilitate the despatch of the Scheme Document and seek such directions of the High Court as it considers necessary or desirable in connection with such Court Meeting and thereafter comply with such directions; (j) procure the publication of the requisite advertisements and despatch of the Scheme Document (in a form acceptable to the Panel) and the related forms of proxy for the use at the Court Meeting and the WTW EGM (the form of which shall be agreed between the Parties, acting reasonably) (i) to WTW Shareholders on the register of members of WTW on the record date as agreed with the High Court, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and (ii) to the holders of the WTW Options and the WTW Share Awards as of such date, for information only, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and thereafter shall publish and/or post such other documents and information (the form of which shall be agreed between the Parties, acting reasonably) as the High Court and/or the Panel may approve or direct from time to time; (k) unless the WTW Board of Directors has effected a WTW Change of Recommendation pursuant to and in accordance with Section 7.3with, and subject to the obligations of terms and conditions set out in, the WTW Board of Directors under the Takeover Rules, procure that Announcement and the Scheme Document include the WTW Board Recommendation;(or Offer Document); and (lb) include in not to lapse or seek to lapse the Scheme Document under the Condition in paragraph 2(c)(ii) of Part A of Appendix 1 to the Announcement in circumstances where the delay in holding the Sanction Hearing on or before the 22nd day after the expected date of the Sanction Hearing arises as a result of any of the Regulatory Conditions or the Solutions Sale Condition not having been satisfied by such time. DocuSign Envelope ID: 9C732AF8-58A8-4193-8DB9-D48D97E69616 6.2 Where the Transaction is being implemented by way of the Scheme, AssetCo undertakes to deliver a notice convening in writing to RMG on the WTW EGM Business Day prior to be held immediately following the Court Meeting Sanction Hearing, confirming either: (a) the satisfaction or waiver of the Conditions (other than the Scheme Sanction Condition); or (b) its intention to consider invoke one or more Conditions (if permitted by the Panel), and providing reasonable details of the event which has occurred, or circumstances which have arisen, which AssetCo reasonably considers entitles it to invoke such Condition or treat it as unsatisfied or incapable of satisfaction, and, if thought fitapplicable, approve why AssetCo considers such event or circumstance to be sufficiently material for the WTW EGM Resolutions;Panel to permit it to invoke such Condition(s). (m) prior 6.3 Where the Transaction is being implemented by way of the Scheme, AssetCo shall instruct counsel to appear on its behalf at the Sanction Hearing and undertake to the Court Meetingto be bound by the terms of the Scheme in so far as it relates to AssetCo and, keep Aon reasonably informed on a reasonably current basis (in each case to the extent WTW reasonably has access that all the Conditions (other than the Scheme Sanction Condition) have been satisfied or waived prior to such information) of the number of proxy votes received in respect of resolutions to be proposed at the Court Meeting and/or the WTW EGM, and in any event provide such number promptly upon the request of Aon or its Representatives and, unless the WTW Board of Directors has effected a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, use reasonable best efforts to solicit proxies as may be necessary to pass the Resolutions at the Court Meeting and/or the WTW EGM; (n) notwithstanding any WTW Change of Recommendation, hold the Court Meeting and the WTW EGM on the date set out of the Sanction Hearing, AssetCo shall provide such documentation or information as may reasonably be required by RMG's counsel or the Court in relation to such undertaking. 6.4 If AssetCo becomes aware of any fact, matter or circumstance that is likely, after the issue of the Scheme Document, to significantly change the scheme timetable, or such later date as may be agreed that AssetCo considers (acting reasonably) would entitle it (and, applying the test set out in writing by Rule 13.5 of the Parties Code (such agreements not to be unreasonably withheld, conditioned or delayedif applicable), and in such a manner as shall be approvedthe Panel would permit it) to invoke any of the Conditions, if necessary by the High Court and/or the PanelAssetCo shall, and propose the Resolutions without any amendments, unless such amendments have been agreed to in writing by Aon, such agreement not to be unreasonably withheld, conditioned or delayed; (o) subject to the terms of this Agreementapplicable Law, use inform RMG, providing reasonable best efforts to afford all such cooperation and assistance as may reasonably be requested of it by Aon in respect of the preparation and verification of any document or in connection with any all consents, clearances, approvals, permissions, license, variance, exemption, authorization, acknowledgement, permits, nonactions, orders and waivers to be obtained from, and all registrations, applications, notices and filings to be made with or provided to, any Governmental Entity or other third party in connection with the implementation of the Scheme and/or the Acquisition or confirmation required for the implementation of the Scheme, including the provision to Aon in a timely manner of such information and confirmations relating to it, its Subsidiaries and any of its or their respective directors or employees as Aon may reasonably request; (p) assume responsibility for the information relating to it or any of its Subsidiaries contained in the Scheme Document or any other document sent to WTW Shareholders or filed with the High Court or in any announcement, in each case unless provided for inclusion by or on behalf of Aon; (q) review and provide comments (if any) in a reasonably timely manner on all documentation submitted to it by Aon; (r) following the Court Meeting and WTW EGM, assuming the Resolutions are duly passed (including by the requisite majorities required under Section 453 of the Act in the case of the Court Meeting) and all other Conditions are satisfied or, in the sole discretion of the applicable Party, waived (where permissible under the terms of the Rule 2.5 Announcement and/or the Scheme Document) (with the exception of Conditions 2(iii) and 2(iv) and any other Conditions that are by their nature to be satisfied on the Sanction Date (as defined in the Rule 2.5 Announcement), but subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions), take all necessary steps on the part of WTW to prepare and issue, serve and lodge all such court documents as are required to seek the sanction of the High Court to the Scheme details as soon as possible thereafter; (s) give such undertakings as are required by the High Court in connection with the Scheme as are is reasonably necessary to implement the Scheme; and (t) keep Aon reasonably informed as to the performance of the obligations and responsibilities required of WTW pursuant to the Scheme, including by providing Aon with copies of any and all claims, pleadings, affidavits, petitions or other documents received by WTW from or on behalf of a WTW Shareholder claiming consideration in addition to or in lieu of Aon Shares to be issued pursuant to the Scheme and cooperate fully in denying any and all such requests or demandspracticable.

OF THE SCHEME. Section 3.1 Responsibilities of WTW in Respect 7.1 Chaucer agrees to coordinate the implementation of the Scheme. WTW shallScheme with Hanover in accordance with the Timetable, unless this Agreement has been validly terminated pursuant and in particular agrees that it shall not, without the prior written approval of Hanover (such consent not to be unreasonably withheld or delayed): 7.1.1 apply to the Court for leave to convene the Court Meeting; 7.1.2 publish and/or despatch the Scheme Circular to the Chaucer Shareholders; 7.1.3 seek to convene or adjourn the Court Meeting or the Chaucer General Meeting; or 7.1.4 seek to amend the Scheme or the Chaucer General Meeting Resolutions after despatch of the Scheme Circular to Chaucer Shareholders, in each case, save where required to do so by applicable law, the Panel or the FSA, and then with such prior notice to Hanover as is reasonably practicable. 7.2 Subject to the Chaucer Directors not having withdrawn or adversely qualified or amended their recommendation in accordance with Clause 6.2, Chaucer undertakes to each of the Hanover Parties that it will take, or cause to be taken, all such steps as are necessary, or reasonably required by Hanover or Bidco, in order to implement the Scheme in accordance with the Timetable set out in Schedule 2, and in accordance with Section 9.1and subject to the terms and conditions of the Press Announcement and, in particular, but without limitation, Chaucer shall: (a) (i) be responsible 7.2.1 instruct ▇▇▇▇ ▇▇▇▇ of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ for the preparation purposes of the Scheme Document and all other documentation necessary to effect (including the Scheme and to convene the WTW EGM and Court Meeting, (iiHearing) provide Aon with drafts of the Scheme Document and afford Aon and its Representatives reasonable opportunity to review and comment on the Scheme Document and such other documents and shall consider such comments in good faith and (iii) subject to provide the foregoing clauses (i) and (ii), as promptly as reasonably practicable after the date hereof, cause the Scheme Document to be filed with the Panel (in accordance with Rule 41.1(b) of the Takeover Rules); (b) for the purpose of implementing the Scheme, instruct a barrister (of senior counsel standing) and provide Aon and its Representatives Hanover Parties with the opportunity to attend any meetings conferences with such barrister the same to discuss matters pertaining to the Scheme, Scheme and any issues arising in connection with it (except to the extent the barrister is to advise on a WTW Competing Proposal or a WTW Intervening Event or on matters relating to the fiduciary duties of the WTW Board of Directors or their responsibilities under the Takeover Rules); (c) as promptly as reasonably practicableit, notify Aon upon the receipt of any comments from the Panel on, or any request from the Panel for amendments or supplements to, the Scheme Document, the WTW Equity Award Holder Proposal or the related forms of proxy and provide Aon with copies of all material written correspondence between WTW and its Representatives provided that Chaucer and the Panel relating Hanover Parties respectively shall remain entitled to such documents; (d) use its reasonable best efforts to respond to and resolve all Panel comments with respect seek additional advice in relation to the Scheme Document as promptly as practicable after receipt thereofand connected issues with separate counsel without providing such opportunity to the other; (e) 7.2.2 as promptly soon as reasonably practicable, notify Aon of any other matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing practicable following the release of the Scheme Document Press Announcement in accordance with Clause 2.1 and the Timetable, apply to the Court for leave to convene the Court Meeting and file such documents and take such other steps as the Court may direct or require or may otherwise be necessary in connection with such application; 7.2.3 subject to: (a) the appropriate documents being lodged and settled with the PanelCourt; and (b) the Court making the order necessary for the purpose of convening the Court Meeting, as applicable, or implementation of the Scheme as the case may be; (f) prior to filing or the despatch of any amendment or supplement to the Scheme Document requested by the Panel, or responding in writing to any comments of the Panel with respect thereto, WTW shall provide Aon and its Representatives with a reasonable opportunity to review and comment on such document or response and consider in good faith such comments; (g) to the extent that clearance of the Scheme Document by the Panel might require that waivers and/or derogations in respect of the Takeover Rules be sought and obtained from the Panel, make a submission for (and use reasonable best efforts to have approved) such waiver or derogation as promptly soon as reasonably practicable after having provided Aon and its Representatives with a reasonable opportunity to review and comment on such submission and considering in good faith such comments; (h) provide Aon with drafts of any and all pleadings, affidavits, petitions and other filings prepared by WTW for submission to the High Court in connection with the Scheme prior to their filing, and afford Aon and its Representatives reasonable opportunities to review and comment on all such documents and consider in good faith such comments; (i) as promptly as reasonably practicable (taking into account any requirements date of the Panel with respect to the Scheme Document, that must be satisfied prior to the release of the Scheme Document), make all necessary applications to the High Court in connection with the implementation of the Scheme, including issuing appropriate proceedings requesting the High Court to give directions under Section 450(5) of the Act as to what are the appropriate meetings to be held and to order that the Court Meeting be convened as promptly as is reasonably practicable following the Rule 2.5 Press Announcement, and to use its reasonable best efforts to ensure that in accordance with the hearing of such proceedings occurs as promptly as is reasonably practicable in order to facilitate the despatch of Timetable, publish and (where applicable) post the Scheme Document Circular and seek such directions Forms of the High Court as it considers necessary or desirable in connection with such Court Meeting and thereafter comply with such directions; (j) procure the publication of the requisite advertisements and despatch of the Scheme Document (in a form acceptable Proxy to the Panel) and the related forms of proxy for the use at the Court Meeting and the WTW EGM (the form of which shall be agreed between the Parties, acting reasonably) (i) to WTW Chaucer Shareholders on the register of members of WTW Chaucer on the a record date as to be agreed with the High Court (and any others entitled to receive such documents) in accordance with the orders of the Court, as promptly as reasonably practicable after securing approval of the High Court to despatch such documentsand thereafter, and (ii) to the holders of the WTW Options and the WTW Share Awards as of such datein a timely manner, for information only, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and thereafter shall publish and/or post such other documents and information (the form of which shall be agreed between the Parties, acting reasonably) as the High Court and/or or the Panel Panel, or any Regulatory Authority of competent jurisdiction, may approve or direct require from time to timetime in connection with the due and proper implementation of the Scheme and the Acquisition; 7.2.4 once the Scheme Circular has been published and (kwhere applicable) unless posted to the WTW Board Chaucer Shareholders, not make any amendment or addition to, or otherwise vary, the terms of Directors has effected the Scheme Circular, the Scheme or the Acquisition without the prior approval of the Hanover Parties except as required by applicable law, the Panel, the FSA or the Chaucer Directors’ fiduciary duties (after any rights Hanover may have elected to exercise to appeal a WTW Change of Recommendation pursuant Panel Executive ruling to and the full Panel have been exhausted). 7.2.5 subject to Clause 7.2.7, convene the Court Meeting in accordance with Section 7.3, and subject to the obligations relevant orders of the WTW Board Court for the purpose of Directors under the Takeover Rules, procure that the Scheme Document include the WTW Board Recommendation; (l) include in the Scheme Document a notice convening the WTW EGM to be held immediately following the Court Meeting to consider considering and, if thought fit, approve approving the WTW EGM ResolutionsScheme and, unless the Chaucer Directors unanimously determine, having sought, obtained and considered Counsel’s opinion and independent financial advice, that material new information which has become available or material new circumstances which have arisen need to be brought to the attention of the Chaucer Shareholders in order for them to make an informed decision at the relevant meeting (in which case they shall be entitled (with the consent of Hanover, not to be unreasonably withheld or delayed) to adjourn the relevant meeting provided that such adjournment is for the shortest time reasonably necessary), hold the Court Meeting at the time and on the data for which it is convened (or adjourned as the case may be) and propose at the Court Meeting the Scheme Resolution and the Scheme in the form and manner directed by the Court; 7.2.6 subject to Clause 7.2.7, convene the Chaucer General Meeting for the purpose of considering and, if thought fit, approving the Chaucer General Meeting Resolutions and, unless the Chaucer Directors unanimously determine, having sought, obtained and considered Counsel’s opinion and independent financial advice, that material new information which has become available or material new circumstances which have arisen need to be brought to the attention of the Chaucer Shareholders in order for them to make an informed decision at the relevant meeting (min which case they shall be entitled (with the consent of Hanover, not to be unreasonably withheld or delayed) prior to adjourn the relevant meeting provided that such adjournment is for the shortest time reasonably necessary), hold the Chaucer General Meeting at the time and on the date for which it is convened (or adjourned, as the case may be) and propose the Chaucer General Meeting Resolutions in the terms set out in the notice of Chaucer General Meeting included in the Scheme Circular together with any amendment approved by the Hanover Parties; 7.2.7 at the request of either Hanover Party or, at the election of any Party (with the consent of Hanover, not to be unreasonably withheld or delayed), if Counsel advises for any reason that there is a serious risk of procedural or other objections to the Scheme or the Scheme process, take all reasonable actions to seek an adjournment of (and, where applicable, re-convene) either or both of the Court Meeting and the Chaucer General Meeting to or for such time and date as either Hanover Party may reasonably require, provided that the adjournment is for the shortest time reasonably necessary and seeking such adjournment (or reconvention) is consistent with the primary objective of this Agreement of implementing the Acquisition, and thereafter the obligations set out in Clauses 7.2.5 and 7.2.6 shall apply to the Court Meeting and/or the Chaucer General Meeting as adjourned; 7.2.8 between the date of posting the Scheme Circular and the date of the Court Meeting and the Chaucer General Meeting, keep Aon reasonably informed procure that the Hanover Parties are informed, on a reasonably current regular basis (in each case to and as soon as reasonably practicable following a written request from either of the extent WTW reasonably has access to such informationHanover Parties) of the number of proxy votes received to date in respect of the resolutions to be proposed at such meetings and the identity of relevant Chaucer Shareholders; 7.2.9 give such undertakings as may be reasonably required by the Court Meeting and/or in connection with the WTW EGMScheme; 7.2.10 as soon as reasonably practicable following, and subject to, the Scheme Resolution and the Chaucer General Meeting Resolutions being passed by the requisite majorities, apply to the Court for leave to advertise the Reduction, procure the advertisement in any event provide a national broadsheet newspaper of the Scheme Hearing Date at least seven clear days in advance of such number promptly upon date, and file such documents and take such other steps as the request Court may direct or require or may otherwise be necessary in connection with such application; 7.2.11 as soon as reasonably practicable following, and subject to, receipt from Bidco of Aon written confirmation of the satisfaction or its Representatives andwaiver of all Conditions (other than Condition 1.2(c)), unless instruct counsel to attend and seek the WTW Board Court Order at the Scheme Hearing; 7.2.12 on the Business Day immediately following the Scheme Hearing Date, provided the Court Order is granted, at 8:00 am on such day or as soon as reasonably practicable thereafter, cause a copy of Directors has effected a WTW Change the Court Order together with the Statement of Recommendation Capital to be filed with the Registrar accordingly, so that the Effective Date shall be the Business Day immediately following the Scheme Hearing Date; 7.2.13 save pursuant to Clause 7.3, not allot or issue any Chaucer Shares between the Scheme Record Date and the time at which the Scheme becomes Effective; 7.2.14 subject to the Chaucer Board not having withdrawn or adversely qualified or amended its recommendation in accordance with Section 7.3Clause 6.2, use reasonable best efforts to solicit proxies do or procure to be done all such further acts and things and execute or procure the execution of all such other documents as Hanover may be from time to time reasonably require for the purpose of giving effect to the Scheme or the Acquisition; and 7.2.15 following filing of a copy of the Court Order in accordance with Clause 7.2.12, apply to the London Stock Exchange for its shares to cease trading and to the UKLA to remove its shares from the Official List, in each case with effect from 8:00 am on the day following the Effective Date or such other time as Hanover may direct. 7.3 Subject to the satisfaction of the Conditions, upon request by Hanover prior to the Effective Date, Chaucer will promptly allot and issue to Bidco or as directed by Hanover a single new Ordinary Share at a subscription price equal to the consideration per ordinary share payable under the terms of the Scheme (or such other price as the Parties shall agree). 7.4 Bidco shall (subject to compliance by Chaucer with the requirements of this Agreement and satisfaction or waiver of the Conditions) take all such steps as are necessary to pass implement the Resolutions at the Court Meeting and/or the WTW EGM; (n) notwithstanding any WTW Change of Recommendation, hold the Court Meeting and the WTW EGM Acquisition on the date terms (but subject to the Conditions) set out in the Scheme Document, or such later date as may be agreed in writing by the Parties (such agreements not to be unreasonably withheld, conditioned or delayed)Press Announcement, and in such a manner as particular Hanover shall be approvedprocure that Bidco shall: (i) through Counsel, if necessary by the High Court and/or the Panel, and propose the Resolutions without any amendments, unless such amendments have been agreed consent to in writing by Aon, such agreement not to be unreasonably withheld, conditioned or delayed; (o) subject to the terms of this Agreement, use reasonable best efforts to afford all such cooperation and assistance as may reasonably be requested of it by Aon in respect of the preparation and verification of any document or in connection with any all consents, clearances, approvals, permissions, license, variance, exemption, authorization, acknowledgement, permits, nonactions, orders and waivers to be obtained from, and all registrations, applications, notices and filings to be made with or provided to, any Governmental Entity or other third party in connection with the implementation of the Scheme and/or the Acquisition or confirmation required for the implementation of the Scheme, including the provision and undertake to Aon in a timely manner of such information and confirmations relating to it, its Subsidiaries and any of its or their respective directors or employees as Aon may reasonably request; (p) assume responsibility for the information relating to it or any of its Subsidiaries contained in the Scheme Document or any other document sent to WTW Shareholders or filed with the High Court or in any announcement, in each case unless provided for inclusion by or on behalf of Aon; (q) review and provide comments (if any) in a reasonably timely manner on do all documentation submitted to it by Aon; (r) following the Court Meeting and WTW EGM, assuming the Resolutions are duly passed (including by the requisite majorities required under Section 453 of the Act in the case of the Court Meeting) and all other Conditions are satisfied or, in the sole discretion of the applicable Party, waived (where permissible under the terms of the Rule 2.5 Announcement and/or the Scheme Document) (with the exception of Conditions 2(iii) and 2(iv) and any other Conditions that are by their nature to be satisfied on the Sanction Date (as defined in the Rule 2.5 Announcement), but subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions), take all necessary steps on the part of WTW to prepare and issue, serve and lodge all such court documents as are required to seek the sanction of the High Court to the Scheme as soon as possible thereafter; (s) give such undertakings as are required by the High Court in connection with the Scheme as are reasonably things necessary to implement the Scheme; andand (ii) pay such consideration as is required to be paid as soon as practicable and in any event not later than 14 days after the Effective Date. Hanover shall procure the prompt compliance by Bidco with its obligations in respect thereof. 7.5 Bidco undertakes that, immediately before the Scheme Hearing, it shall deliver (ton its behalf and on behalf of Hanover) keep Aon a notice in writing to Chaucer either: (i) confirming the satisfaction or waiver of all Conditions (other than Condition 1.2(c)); or (ii) confirming its intention to invoke a Condition and providing reasonable details of the event which has occurred, or circumstance which has arisen, which is sufficiently material for the Panel to permit Bidco to withdraw from the Acquisition. 7.6 The Hanover Parties reserve the right, included in the Press Announcement, to elect by written notice to Chaucer to implement the Acquisition by means of the Offer subject to obtaining the consent of the Panel. If the Hanover Parties validly exercise this right (the “Right to Switch”) in accordance with this Clause 7.6 and the Panel consents to such exercise, then: 7.6.1 Subject to any requirements of the Panel, Chaucer undertakes that it shall withdraw the Scheme in accordance with such instructions as given by Hanover and in such timescale as reasonably informed as notified by Hanover; 7.6.2 the conditions set out in Appendix l to the performance Press Announcement shall be incorporated into the announcement of such Offer and into the obligations and responsibilities Offer Document, subject to certain modifications as may be required of WTW pursuant to the Code and/or the Panel; and 7.6.3 the Parties’ obligations under this Agreement shall be deemed to apply insofar as is reasonably practicable and in a manner which is commensurate with the Acquisition being implemented by means of the Offer in place of the Scheme, including by providing Aon . 7.7 Nothing in this Agreement shall restrict or limit Chaucer or any Chaucer Director from complying with copies of any and all claims, pleadings, affidavits, petitions duties or other documents received by WTW from or on behalf of a WTW Shareholder claiming consideration in addition to or in lieu of Aon Shares to be issued pursuant obligations to the Scheme and cooperate fully in denying any and all such requests Court or demandsunder the Code or directions, rulings or orders of, or authority given to the Company or Chaucer Directors by, the Court or the Panel.

OF THE SCHEME. Section 3.1 Responsibilities of WTW Company in Respect of the Scheme. WTW shall, unless this Agreement has been validly terminated pursuant to Scheme of Arrangement and in accordance with Section 9.1:Company Shareholder Meetings. (a) Company shall: (i) as soon as reasonably practicable following the date hereof (with Company using its commercially reasonable efforts to do so within 25 Business Days after the date hereof, except to the extent Company is unable to do so due to Purchaser’s failure to comply with its obligations under this Agreement), prepare (A) a draft Scheme Circular and (B) a draft of any other documentation which is to be responsible for the preparation of filed, published and/or mailed in connection with the Scheme Document Circular (including the forms of proxy for use by the Company Shareholders at the Company GM and all other documentation necessary to effect by the Scheme and to convene Shareholders at the WTW EGM and Court MeetingScheme Meeting (the “Forms of Proxy”)) (such other documentation, the “Ancillary Scheme Documentation”); (ii) provide Aon with drafts of use its reasonable best efforts to cause the Scheme Document Circular and afford Aon the Ancillary Scheme Documentation (together, the “Transaction Documentation”) to comply in all material respects with Applicable Law (including the Companies Act) and shall use its Representatives reasonable opportunity best efforts to review and comment on cause the Scheme Document Circular and such Forms of Proxy (together with any other documents and shall consider such comments in good faith and (iiiAncillary Scheme Documentation to be mailed) subject to be mailed to the foregoing clauses (i) and (ii), Company Shareholders as promptly as reasonably practicable after the date hereof, cause Court approves the convening of the Scheme Document Meeting; (iii) prior to be filed filing, publishing or mailing any Transaction Documentation or responding to any requests or comments of the Court with respect thereto, consult with the Panel (Purchaser Group as to the form and content of such Transaction Documentation, and, for such purpose, shall afford the Purchaser Group reasonably sufficient time to consider the Transaction Documentation and shall take into consideration in good faith all comments reasonably proposed by Purchaser, except that no such consultation or consideration shall be required with respect to disclosure regarding a Company Adverse Recommendation Change made in accordance with Rule 41.1(b) of the Takeover Rules)Section 6.2; (biv) provide Purchaser with drafts of any further documents, witness statements, affidavits or evidence to be submitted to the Court in relation to the Scheme of Arrangement (the “Court Documentation”); afford Purchaser reasonably sufficient time to consider the Court Documentation and take into consideration all comments reasonably proposed by Purchaser, other than comments regarding a Company Adverse Recommendation Change made in accordance with Section 6.2; (v) advise Purchaser as soon as reasonably practicable after it receives any oral or written request by the Court for amendment of any of the Transaction Documentation or the Court Documentation or comments thereon and responses thereto or requests by the Court for additional information, and as soon as reasonably practicable provide Purchaser with copies of any written communication from the Court and use reasonable best efforts to respond as promptly as practicable to any comments, responses or requests by the Court with respect to the Transaction Documentation and the Court Documentation; (vi) for the purpose of implementing the SchemeScheme of Arrangement, instruct a barrister King’s Counsel from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (of senior counsel standing“Counsel”) and promptly provide Aon Purchaser and its Representatives advisers with the opportunity to attend a summary of any meetings with advice given by such barrister to discuss matters pertaining counsel that is material to the SchemeScheme of Arrangement (including its terms, structure and implementation) and, subject to prior agreement from Counsel, provide Purchaser’s advisers with reasonable access to Counsel and attendance at any issues arising in connection key discussions or conferences with it (except to the extent the barrister is to advise on a WTW Competing Proposal or a WTW Intervening Event or on matters relating to the fiduciary duties of the WTW Board of Directors or their responsibilities under the Takeover Rules)Counsel; (cvii) as promptly as reasonably practicable, notify Aon upon the receipt Purchaser of any comments from event or circumstance occurring after the Panel ondate hereof which, to Company’s knowledge, would reasonably be expected to prevent, materially delay or materially impede the filing, publication or mailing of any request from the Panel for amendments Transaction Documentation or supplements to, the Scheme Document, the WTW Equity Award Holder Proposal or the related forms of proxy and provide Aon with copies of all material written correspondence between WTW and its Representatives and the Panel relating to such documentsCourt Documentation; (d) use its reasonable best efforts to respond to and resolve all Panel comments with respect to the Scheme Document as promptly as practicable after receipt thereof; (eviii) as promptly as reasonably practicable, notify Aon of any other matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing of the Scheme Document with the Panel, as applicable, or implementation of the Scheme as the case may be; (f) prior to filing or the despatch of any amendment or supplement to the Scheme Document requested by the Panel, or responding in writing to any comments of the Panel with respect thereto, WTW shall provide Aon and its Representatives with a reasonable opportunity to review and comment on such document or response and consider in good faith such comments; (g) to the extent that clearance of the Scheme Document by the Panel might require that waivers and/or derogations in respect of the Takeover Rules be sought and obtained from the Panel, make a submission for (and use reasonable best efforts to have approved) such waiver or derogation as promptly as reasonably practicable after having provided Aon and its Representatives with a reasonable opportunity to review and comment on such submission and considering in good faith such comments; (h) provide Aon with drafts of any and all pleadings, affidavits, petitions and other filings prepared by WTW for submission to the High Court in connection with the Scheme prior to their filing, and afford Aon and its Representatives reasonable opportunities to review and comment on all such documents and consider in good faith such comments; (i) as promptly as reasonably practicable (taking into account any requirements of the Panel with respect to the Scheme Document, that must be satisfied prior to the release of the Scheme Document), make all necessary applications to the High Court in connection with the implementation of the SchemeScheme of Arrangement (including applying to the Court for directions to convene the Scheme Meeting and settling with the Court the Scheme Circular, including issuing appropriate proceedings requesting the High Forms of Proxy (and, to the extent applicable, any other Transaction Documentation)) and using reasonable best efforts to take such other steps as may be required or desirable in connection with such application, so as to ensure that such matters are dealt with as promptly as reasonably practicable in order to facilitate the dispatch of the relevant Transaction Documentation to Company Shareholders as soon as reasonably practicable following the date hereof; (ix) procure the publication of the advertisements required by Applicable Law and dispatch of the relevant Transaction Documentation to Company Shareholders on the Register of Members of Company on the record date and time established by Company (in accordance with Applicable Law and, in respect of the Scheme Meeting, with the consent of the Court) as promptly as reasonably practicable after the direction of the Court to give directions under Section 450(5) dispatch such documents has been obtained, and thereafter shall file, publish and/or mail such other documents and information as the Court may approve or direct from time to time in connection with the implementation of the Act Scheme of Arrangement in accordance with Applicable Law (and Company shall consult with Purchaser as with respect thereto and shall afford Purchaser reasonably sufficient time to what are consider such documents and information and shall take into consideration in good faith all comments reasonably proposed by Purchaser, except that no such consultation or consideration shall be required with respect to disclosure regarding a Company Adverse Recommendation Change made in accordance with Section 6.2) as promptly as reasonably practicable after the appropriate meetings approval or direction of the Court to be held file, publish or mail such documents and to order information has been given; (x) unless the Company Board (or any committee thereof) has effected a Company Adverse Recommendation Change in accordance with Section 6.2, procure that the Court Scheme Circular includes the Company Board Recommendation; (xi) establish a record date and time for and convene and hold the Scheme Meeting be and the Company GM as soon as reasonably practicable following the date of this Agreement (and such that, subject only to Section 3.2, the Scheme Meeting and the Company GM are convened for the date that is as promptly soon after the date of dispatch of the relevant Transaction Documentation as is reasonably practicable following and permissible under Applicable Law and the Rule 2.5 Announcement, Company Organizational Documents and to in any event no later than the date falling 50 days after the dispatch of the Scheme Circular) and use its reasonable best efforts to ensure that the hearing of such proceedings occurs as promptly as is reasonably practicable Scheme Meeting and Company GM are convened, held and conducted in order to facilitate compliance with this Agreement, the despatch of Company Organizational Documents and Applicable Law (including, where relevant, the Scheme Document and seek such directions of the High Court as it considers necessary or desirable in connection with such Court Meeting and thereafter comply with such directionsCourt); (jxii) procure the publication of the requisite advertisements and despatch of the Scheme Document (in a form acceptable to the Panel) and the related forms of proxy for the use at the Court Meeting and the WTW EGM (the form of which shall be agreed between the Parties, acting reasonably) (i) to WTW Shareholders on the register of members of WTW on the record date as agreed with the High Court, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and (ii) to the holders of the WTW Options and the WTW Share Awards as of such date, for information only, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and thereafter shall publish and/or post such other documents and information (the form of which shall be agreed between the Parties, acting reasonably) as the High Court and/or the Panel may approve or direct from time to time; (k) unless the WTW Board of Directors has effected a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, and subject to the obligations of the WTW Board of Directors under the Takeover Rules, procure that the Scheme Document include the WTW Board Recommendation; (l) include in the Scheme Document a notice convening the WTW EGM to be held immediately following the Court Meeting to consider and, if thought fit, approve the WTW EGM Resolutions; (m) prior to the Court Meeting, keep Aon reasonably Purchaser informed on a reasonably current basis (in each case weekly basis, during the period between the dispatch of the Transaction Documentation to Company Shareholders and the extent WTW reasonably has access to such information) date of the Company Shareholder Meetings, of the number of valid proxy votes received in respect of resolutions to be proposed at the Court Scheme Meeting and/or and the WTW EGMCompany GM (with the number of valid proxy votes for, against and in any event provide such number promptly upon the request of Aon or its Representatives withheld being separately identified), and, unless the WTW Company Board of Directors has effected a WTW Company Adverse Recommendation Change of Recommendation pursuant to and in accordance with Section 7.36.2, use reasonable best efforts to solicit proxies as may be necessary obtain the Company Shareholder Approvals, including (i) coordinating with the Depositary to pass facilitate the Resolutions voting of the Depositary Shares at the Company Shareholder Meetings, (ii) conducting a proxy solicitation exercise and reasonably consulting with Purchaser in connection therewith (it being understood that Company shall control the strategy therefor), and (iii) keeping Purchaser informed on a regular basis as requested by Purchaser of its solicitation efforts; (xiii) (i) notify Purchaser as promptly as reasonably practicable if it becomes aware of any concerns or issues raised by the Company Shareholders, or any holder of Company ADSs, any persons interested (or who may become interested) in securities relating to the Company or any third party in connection with or which may have an impact on the Transaction or the matters contemplated therein, in each case, to the extent that such concerns or issues would have the effect of preventing, materially delaying or impeding the consummation of the Transaction or the other transactions contemplated by this Agreement, and (ii) reasonably consult with, and consider in good faith the reasonable views and requests of, Purchaser in connection with addressing any such concerns or issues; (xiv) permit a reasonable number of Representatives of Purchaser to attend and observe the Scheme Meeting and the Company GM and, unless the Court otherwise directs, to attend and observe each hearing of the Court; (xv) except as required by Applicable Law or the Court, not postpone or adjourn the Scheme Meeting or the Company GM without Purchaser’s prior written consent; provided, however, that Company may, without the consent of Purchaser and only in accordance with the Company Organizational Documents, Applicable Law and, if relevant, the consent of the Court, adjourn or postpone the Scheme Meeting and/or the WTW EGMCompany GM (A) in the case of adjournment, if requested by the Company Shareholders (on a poll) to do so, provided that the adjournment resolution was not proposed, procured or instigated by or on behalf of Company or any of its officers, directors, employees, agents or other Representatives acting on Company’s behalf or at Company’s direction, (B) to the extent necessary to ensure that any required or, as determined by the Company Board acting reasonably and in good faith after consulting with outside counsel and having first consulted with Purchaser, advisable supplement or amendment to the Scheme Circular is provided to the Company Shareholders or to permit dissemination of information which is material to the Company Shareholders voting at the Company Shareholder Meetings, with such postponement or adjournment to extend for no longer than the period that the Company Board determines in good faith (after having consulted with outside counsel and Purchaser) is reasonably necessary or advisable to give the Company Shareholders sufficient time to evaluate any such disclosure or information so provided or disseminated, (C) if, as of the time for which the Scheme Meeting or the Company GM is scheduled (as set forth in the Scheme Circular), there are insufficient Company Ordinary Shares or Scheme Shares (as applicable) represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Scheme Meeting or the Company GM, but only until a meeting can be held at which there are a sufficient number of Company Ordinary Shares or Scheme Shares (as applicable) represented to constitute a quorum, or (D) to solicit additional proxies for the purpose of obtaining the Company Shareholder Approvals, but only until a meeting can be held at which there are sufficient number of votes of the Company Shareholders or Scheme Shareholders (as applicable) to obtain the relevant Company Shareholder Approvals (provided, that no such postponement or adjournment pursuant to the foregoing clauses (C) or (D) may be for a period of more than 10 Business Days on any single occasion or, on any occasion, to a date after the earlier of (x) 40 Business Days after the date on which the Scheme Meeting or the Company GM were originally scheduled, as applicable, and (y) 10 Business Days before the End Date); (nxvi) notwithstanding not propose any WTW Change matters to be voted on at the Scheme Meeting or the Company GM other than the matters contemplated by this Agreement in connection with the Company Shareholder Approvals (and matters of Recommendationprocedure and matters required by or, hold as determined by the Company Board acting reasonably and in good faith after consulting with outside counsel and having first consulted with Purchaser, advisable under Applicable Law to be voted on by the Company Shareholders in connection therewith); (xvii) not withdraw the Scheme of Arrangement or allow it to lapse without the prior written consent of Purchaser; (xviii) following the Company Shareholder Meetings, if the Company Shareholder Approvals have been obtained and all other conditions set forth in Article VIII are satisfied or (to the extent permitted by Applicable Law) waived (other than (A) those conditions that by their nature are to be satisfied at the Closing (but subject to those conditions being able to be satisfied or having been waived) and (B) the condition set forth in Section 8.1(b)) take all necessary steps on the part of Company, including to prepare and issue, serve and lodge all such Court documents as are required, to seek the sanction of the Court Meeting to the Scheme of Arrangement as promptly as practicable thereafter; provided that Company shall be permitted to make honest and complete disclosure to the WTW EGM on Court at the hearing to sanction the Scheme of Arrangement as required by Applicable Law; (xix) give such undertakings as are required by the Court in connection with the Scheme of Arrangement; (xx) promptly provide Purchaser with a certified copy of the resolution passed at the Scheme Meeting, the Company Shareholder Resolution passed at the Company GM and of each order of the Court (including the Court Order) once obtained, and use reasonable best efforts to deliver the Court Order to the Registrar of Companies in England and Wales on, or as promptly as practicable (and in any event within two Business Days) after, the date that the condition set out forth in Section 8.1(b) is satisfied; (xxi) to the extent not covered by the foregoing clauses (i) through (xx) of this Section 3.1 (which specific clauses shall control over this clause (xxi)), use reasonable best efforts to cooperate fully and in good faith with the Purchaser Group and their respective Representatives in preparing the Transaction Documentation and Court Documentation, convening and holding the Company Shareholder Meetings and obtaining the sanction of the Court of the Scheme Document, or of Arrangement (including making such later date as may be agreed in writing by confirmations to the Parties (such agreements not to be unreasonably withheld, conditioned or delayed)Court and otherwise engaging with the Court, and instructing its counsel to engage with the Court, in such a manner as to obtain such sanction from the Court); and (xxii) notwithstanding anything to the contrary in this Agreement, the obligations of Company under this Section 3.1 shall continue in full force and effect following any Company Adverse Recommendation Change unless this Agreement is validly terminated in accordance with Article IX or as expressly provided in clauses (i) through (xxi). Section 3.2 Responsibilities of Purchaser in Respect of the Scheme of Arrangement. Purchaser shall: (a) instruct counsel (which, shall be approvedCounsel unless Counsel objects, and if necessary Counsel objects, shall be such other counsel instructed by Purchaser) to appear on its behalf at the Court hearing to sanction the Scheme of Arrangement, and undertake to the Court to be bound by the High Court and/or terms of the PanelScheme of Arrangement insofar as it relates to Purchaser, and propose it being understood, for the Resolutions without avoidance of doubt, that this shall not oblige Purchaser to waive any amendments, unless such amendments have been agreed of the conditions to in writing by Aon, such agreement not to be unreasonably withheld, conditioned Closing or delayedtreat them as satisfied; (ob) subject to the terms of this Agreement, use reasonable best efforts to afford all such prompt cooperation and assistance and provide all such documentation and information, and procure that each member of the Purchaser Group affords all such prompt cooperation and assistance and provides all such documentation and information, as may reasonably be requested of it by Aon Company in respect of the preparation and verification of any document or in connection with any all consents, clearances, approvals, permissions, license, variance, exemption, authorization, acknowledgement, permits, nonactions, orders and waivers to be obtained from, and all registrations, applications, notices and filings to be made with or provided to, any Governmental Entity or other third party in connection with the implementation of the Scheme and/or the Acquisition or confirmation required for the implementation of the SchemeScheme of Arrangement or any other matter covered by Section 3.1, including the prompt and timely provision to Aon in a timely manner Company of such information and confirmations relating to it, its Subsidiaries and any of its or their respective directors or employees as Aon Company may reasonably requestrequest (including for the purposes of preparing the Transaction Documentation and the Court Documentation); (pc) assume responsibility for the information relating to it or notify Company promptly of (i) any of its Subsidiaries contained changes in the Scheme Document or any other document sent to WTW Shareholders or filed with the High Court or in any announcement, in each case unless provided for inclusion by or on behalf of Aon; (q) review and provide comments (if any) in a reasonably timely manner on all documentation submitted to it by Aon; (r) following the Court Meeting and WTW EGM, assuming the Resolutions are duly passed (including by the requisite majorities required under Section 453 of the Act in the case of the Court Meeting) and all other Conditions are satisfied or, in the sole discretion of the applicable Party, waived (where permissible under the terms of the Rule 2.5 Announcement and/or the Scheme Document) (with the exception of Conditions 2(iii) and 2(iv) and any other Conditions that are by their nature to be satisfied on the Sanction Date (as defined in the Rule 2.5 Announcement), but subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions), take all necessary steps on the part of WTW to prepare and issue, serve and lodge all such court documents as are required to seek the sanction of the High Court to the Scheme as soon as possible thereafter; (s) give such undertakings as are required by the High Court in connection with the Scheme as are reasonably necessary to implement the Scheme; and (t) keep Aon reasonably informed as to the performance of the obligations and responsibilities required of WTW pursuant to the Scheme, including by providing Aon with copies of any and all claims, pleadings, affidavits, petitions or other documents received by WTW from or on behalf of a WTW Shareholder claiming consideration in addition to or in lieu of Aon Shares to be issued pursuant to the Scheme and cooperate fully in denying any and all such requests or demands.infor