Common use of Switching to a Takeover Offer Clause in Contracts

Switching to a Takeover Offer. (a) Subject to the terms of this Section 3.6, in the event that Aon reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon may elect (subject to receiving the Panel’s consent, if required) to implement the Acquisition by way of the Takeover Offer (rather than the Scheme), whether or not the Scheme Document has been posted. (b) If Aon elects to implement the Acquisition by way of the Takeover Offer, WTW undertakes to provide Aon and its Representatives as promptly as reasonably practicable with all such information about WTW or any WTW Subsidiary (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) and to provide all such other assistance as may reasonably be required by the Takeover Rules in connection with the preparation of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representatives. (c) If Aon elects to implement the Acquisition by way of a Takeover Offer, WTW agrees: (i) that the Takeover Offer Document will contain provisions consistent with the terms and conditions set out in the Rule 2.5 Announcement, the relevant Conditions and such other further terms and conditions as agreed (including any modification thereto) between Aon and the Panel; provided, however, that the terms and conditions of the Takeover Offer shall be at least as favorable to the WTW Shareholders and the holders of WTW Options and WTW Share Awards as those which would apply in relation to the Scheme (except for the 80% acceptance condition contemplated by paragraph 9 of Appendix 3 to the Rule 2.5 Announcement); (ii) to reasonably co-operate and consult with Aon in the preparation of the Takeover Offer Document or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; and (iii) that, subject to the obligations of the WTW Board of Directors under the Takeover Rules, and unless the WTW Board of Directors has made a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, the Takeover Offer shall incorporate a recommendation to the WTW Shareholders from the WTW Board of Directors to accept the Takeover Offer and such recommendation shall not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3. (d) If Aon elects to implement the Acquisition by way of the Takeover Offer in accordance with Section 3.6(a), the Parties mutually agree: (i) to prepare and file with, or submit to, the SEC, the Panel and the High Court, all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Takeover Rules, the Securities Act, the Exchange Act, or otherwise by applicable Law in connection with the Takeover Offer and to make any applications or initiate any appearances as may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the High Court proceedings initiated in connection with the Scheme and, unless the WTW Board of Directors has made a WTW Change of Recommendation, each Party shall have reasonable opportunities to review and make comments on all such documents, amendments and supplements and, following good faith consideration of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable); (ii) to provide the other Party with any comments received from the SEC, the Panel or the High Court on any documents filed by it with the SEC, the Panel or the High Court promptly after receipt thereof, other than with respect to any such documents to the extent related to a WTW Competing Proposal; and (iii) to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Proposal. (e) If the Takeover Offer is consummated, Aon shall (or shall cause its designees to) effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, a compulsory acquisition of any WTW Shares under section 457 of the Act not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offer. (f) For clarity and except as may be required by the Takeover Rules (and without limiting any other provision of this Agreement), nothing in this Section 3.6 shall require WTW to provide Aon with any information with respect to, or to otherwise take or fail to take any action in connection with WTW’s consideration of or response to, any actual or potential WTW Competing Proposal. (g) If the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Merger.

Switching to a Takeover Offer. (a) Subject to the terms of this Section 3.6, in the event that Aon Parent reasonably determines that a competitive situation (as that term is defined in the Irish Takeover Rules) exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon Parent may elect (subject to receiving the Irish Takeover Panel’s consent, if required) to implement the Acquisition by way of the Takeover Offer (rather than the Scheme), whether or not the Scheme Document has been posted. (b) If Aon Parent elects to implement the Acquisition by way of the Takeover Offer, WTW the Company undertakes to provide Aon Parent and its Representatives as promptly as reasonably practicable with all such information about WTW or any WTW Subsidiary the Company Group (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) and to provide all such other assistance as may reasonably be required by the Irish Takeover Rules in connection with the preparation of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representatives. (c) If Aon Parent elects to implement the Acquisition by way of a Takeover Offer, WTW the Company agrees: (i) that the Takeover Offer Document will contain provisions consistent with the terms and conditions set out in the Rule 2.5 2.7 Announcement, the relevant Conditions and such other further terms and conditions as agreed (including any modification thereto) between Aon Parent and the Irish Takeover Panel; provided, however, that the terms and conditions of the Takeover Offer shall be at least as favorable to the WTW Company Shareholders and the holders of WTW Options and WTW Share Awards Company Equity Award Holders as those which would apply in relation to the Scheme (except for the 80% acceptance condition contemplated by paragraph 9 of Appendix 3 to the Rule 2.5 AnnouncementConditions); (ii) to reasonably co-operate and consult with Aon Parent in the preparation of the Takeover Offer Document or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; and (iii) that, subject to the obligations of the WTW Company Board of Directors under the Irish Takeover Rules, and unless the WTW Company Board of Directors has made a WTW Company Change of Recommendation pursuant to and in accordance with Section 7.35.2, the Takeover Offer shall incorporate a recommendation to the WTW Company Shareholders from the WTW Company Board of Directors to accept the Takeover Offer and such recommendation shall not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.35.2. (d) If Aon Parent elects to implement the Acquisition by way of the Takeover Offer in accordance with Section 3.6(a), the Parties mutually agree: (i) to prepare and file with, or submit to, the SEC, the Irish Takeover Panel and the Irish High Court, all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Irish Takeover Rules, the Securities Act, the Exchange Act, or otherwise by applicable Law Laws in connection with the Takeover Offer and to make any applications or initiate any appearances as may be required by or desirable to the Irish High Court for the purpose of discontinuing, cancelling or terminating the Irish High Court proceedings initiated in connection with the Scheme and, unless the WTW Company Board of Directors has made a WTW Company Change of Recommendation, each Party shall have reasonable opportunities to review and make comments on all such documents, amendments and supplements and, following good faith consideration of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Irish Takeover Panel and the Irish High Court (as applicable); (ii) to provide the other Party with any comments received from the SEC, the Irish Takeover Panel or the Irish High Court on any documents filed by it with the SEC, the Irish Takeover Panel or the Irish High Court promptly after receipt thereof, other than with respect to any such documents to the extent related to a WTW Competing Company Alternative Proposal; and (iii) to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Irish Takeover Panel or the High Court and, except to the extent prohibited by the SEC, the Irish Takeover Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Company Alternative Proposal. (e) If the Takeover Offer is consummated, Aon Parent shall cause Acquirer Sub (or shall cause its designees totheir respective designees) to effect as promptly as reasonably practicable, following it becoming entitled under the Irish Companies Act to do so, a compulsory acquisition of any WTW Company Shares under section Section 457 of the Irish Companies Act not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offer. (f) For clarity and except as may be required by the Irish Takeover Rules (and without limiting any other provision of this Agreement), nothing in this Section 3.6 shall require WTW the Company to provide Aon Parent with any information with respect to, or to otherwise take or fail to take any action in connection with WTWthe Company’s consideration of or response to, any actual or potential WTW Competing Company Alternative Proposal. (g) If the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Merger.

Switching to a Takeover Offer. (a) Subject to In the terms of this Section 3.6, event (and only in the event event) that Aon Actavis reasonably determines considers (in its good faith discretion) that a competitive situation (as that term is defined in the Takeover Rules) exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon Actavis may elect (subject to receiving and with the Panel’s consent, if required) to implement the Acquisition by way of the Takeover Offer (rather than the Scheme), whether or not the Scheme Document has been posted, subject to the terms of this Clause 3.6. (b) If Aon Save where there has been a ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Change of Recommendation, if Actavis elects to implement the Acquisition by way of the Takeover Offer, WTW ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ undertakes to provide Aon and its Representatives Actavis as promptly as reasonably practicable with all such information about WTW or any WTW Subsidiary the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Group (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) and to provide all such other assistance as may reasonably be required by the Takeover Rules in connection with the preparation of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representativesrelevant professional advisers. (c) If Aon Actavis elects to implement the Acquisition by way of a Takeover Offer, WTW ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ agrees: (i) that the Takeover Offer Document will contain provisions consistent in accordance with the terms and conditions set out in the Rule 2.5 Announcement, the relevant Conditions and such other further terms and conditions as agreed (including any modification thereto) between Aon Actavis and the Panel; provided, however, that the terms and conditions of the Takeover Offer shall be at least as favorable favourable to the WTW ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Shareholders (except for the 80 per cent acceptance condition contemplated by Paragraph 9 of Part A of Appendix III to the Rule 2.5 Announcement) and the holders of WTW ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Options and WTW ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Share Awards and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Employees as those which would apply in relation to the Scheme (except for the 80% acceptance condition contemplated by paragraph 9 of Appendix 3 to the Rule 2.5 Announcement)Scheme; (ii) save where there has been a ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Change of Recommendation, to reasonably co-operate and consult with Aon Actavis in the preparation of the Takeover Offer Document or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; and; (iii) that, subject to the obligations of the WTW ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Board of Directors under the Takeover Rules, and unless the WTW ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Board determines in good faith after consultation with its outside legal counsel and its financial advisors that, to do otherwise, would reasonably be expected to be inconsistent with the fiduciary duties of Directors has made a WTW Change the directors of Recommendation pursuant to and in accordance with Section 7.3▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or the Takeover Rules, the Takeover Offer shall incorporate a recommendation to the WTW Shareholders holders of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Shares from the WTW ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Board of Directors to accept the Takeover Offer Offer, and such recommendation shall will not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3Clause 5.3. (d) If Aon Save where there has been a ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Change of Recommendation, if Actavis elects to implement the Acquisition by way of the Takeover Offer in accordance with Section Clause 3.6(a), the Parties mutually agree: (i) to prepare and file with, or submit to, the SEC, the Panel and the High Court, SEC all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Takeover Rules, the Securities Act, Act or the Exchange Act, or otherwise by applicable Law Act in connection with the Takeover Offer Offer, and to make any applications or initiate any appearances as may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the High Court proceedings initiated in connection with the Scheme and, unless the WTW Board of Directors has made a WTW Change of Recommendation, each Party shall have reasonable opportunities to review and make comments on all such documents, amendments and supplements and, following good faith consideration accommodation of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable); (ii) to provide the other Party with any comments received from the SEC, the Panel or the High Court SEC on any documents filed by it with the SEC, the Panel or the High Court SEC promptly after receipt thereof, other than with respect to any such documents to the extent related to a WTW Competing Proposal; and (iii) to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, SEC and afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Proposal. (e) If the Takeover Offer is consummated, Aon shall (or Actavis shall cause its designees to) Holdco to effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, practicable a compulsory acquisition of any WTW ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Shares under section 457 204 of the Act not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offershare. (f) For clarity the avoidance of doubt and except as may be required by the Takeover Rules (and without limiting any other provision of this Agreement), nothing in this Section Clause 3.6 shall require WTW ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to provide Aon Actavis with any information with respect to, or to otherwise take or fail to take any action in connection with WTW’s ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ consideration of or response to, any actual or potential WTW Competing ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Alternative Proposal. (g) If the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Merger.

Switching to a Takeover Offer. (a) Subject to the terms of this Section 3.6, in the event that Aon AbbVie reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon AbbVie may elect (subject to receiving the Panel’s consent, if required) to implement the Acquisition by way of the Takeover Offer (rather than the Scheme), whether or not the Scheme Document has been posted. (b) If Aon AbbVie elects to implement the Acquisition by way of the Takeover Offer, WTW Allergan undertakes to provide Aon AbbVie and its Representatives as promptly as reasonably practicable with all such information about WTW or any WTW Subsidiary the Allergan Group (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Share Consideration) and to provide all such other assistance as may reasonably be required by the Takeover Rules in connection with the preparation of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representatives. (c) If Aon AbbVie elects to implement the Acquisition by way of a Takeover Offer, WTW Allergan agrees: (i) that the Takeover Offer Document will contain provisions consistent with the terms and conditions set out in the Rule 2.5 Announcement, the relevant Conditions and such other further terms and conditions as agreed (including any modification thereto) between Aon AbbVie and the Panel; provided, however, that the terms and conditions of the Takeover Offer shall be at least as favorable to the WTW Allergan Shareholders and the holders of WTW Allergan Options and WTW Allergan Share Awards as those which would apply in relation to the Scheme (except for the 80% acceptance condition contemplated by paragraph 9 of Appendix 3 III to the Rule 2.5 Announcement); (ii) to reasonably co-operate and consult with Aon AbbVie in the preparation of the Takeover Offer Document or any other document or filing (including any necessary prospectus in respect of the Scheme Share Consideration) which is required for the purposes of implementing the Acquisition; and (iii) that, subject to the obligations of the WTW Allergan Board of Directors under the Takeover Rules, and unless the WTW Allergan Board of Directors has made a WTW an Allergan Change of Recommendation pursuant to and in accordance with Section 7.35.3, the Takeover Offer shall incorporate a recommendation to the WTW Allergan Shareholders from the WTW Allergan Board of Directors to accept the Takeover Offer and such recommendation shall not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.35.3. (d) If Aon AbbVie elects to implement the Acquisition by way of the Takeover Offer in accordance with Section 3.6(a), the Parties mutually agree: (i) to prepare and file with, or submit to, the SEC, the Panel and the High Court, all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Takeover Rules, the Securities Act, the Exchange Act, or otherwise by applicable Law in connection with the Takeover Offer and to make any applications or initiate any appearances as may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the High Court proceedings initiated in connection with the Scheme and, unless the WTW Allergan Board of Directors has made a WTW an Allergan Change of Recommendation, each Party shall have reasonable opportunities to review and make comments on all such documents, amendments and supplements and, following good faith consideration of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable); (ii) to provide the other Party with any comments received from the SEC, the Panel or the High Court on any documents filed by it with the SEC, the Panel or the High Court promptly after receipt thereof, other than with respect to any such documents to the extent related to a WTW Competing an Allergan Alternative Proposal; and (iii) to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing an Allergan Alternative Proposal. (e) If the Takeover Offer is consummated, Aon AbbVie shall cause Acquirer Sub (or shall cause its designees totheir respective designees) to effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, a compulsory acquisition of any WTW Allergan Shares under section 457 of the Act not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offer. (f) For clarity and except as may be required by the Takeover Rules (and without limiting any other provision of this Agreement), nothing in this Section 3.6 shall require WTW Allergan to provide Aon AbbVie with any information with respect to, or to otherwise take or fail to take any action in connection with WTWAllergan’s consideration of or response to, any actual or potential WTW Competing Allergan Alternative Proposal. (g) If the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Merger.

Switching to a Takeover Offer. (a) Subject to In the terms of this Section 3.6, event (and only in the event event) that Aon Eaton reasonably determines considers (in its good faith discretion) that a competitive situation (as that term is defined in the Takeover Rules) exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon Eaton may elect (subject to receiving and with the Panel’s consent, if required) to implement the Acquisition by way of the Takeover Offer (rather than the Scheme), whether or not the Scheme Document has been posted, subject to the terms of this Clause 3.6. (b) If Aon Save where there has been a ▇▇▇▇▇▇ Change of Recommendation, if Eaton elects to implement the Acquisition by way of the Takeover Offer, WTW ▇▇▇▇▇▇ undertakes to provide Aon and its Representatives Eaton as promptly as reasonably practicable with all such information about WTW or any WTW Subsidiary the ▇▇▇▇▇▇ Group (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) and to provide all such other assistance as may reasonably be required by the Takeover Rules in connection with the preparation of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representativesrelevant professional advisers. (c) If Aon Eaton elects to implement the Acquisition by way of a Takeover Offer, WTW ▇▇▇▇▇▇ agrees: (i) that the Takeover Offer Document will contain provisions consistent in accordance with the terms and conditions set out in the Rule 2.5 Announcement, the relevant Conditions and such other further terms and conditions as agreed (including any modification thereto) between Aon Eaton and the Panel▇▇▇▇▇▇; provided, however, that the terms and conditions of the Takeover Offer shall be at least as favorable favourable to the WTW ▇▇▇▇▇▇ Shareholders (except for the 80 per cent acceptance condition contemplated by Paragraph 9 of Annex I to the Rule 2.5 Announcement) and the holders of WTW ▇▇▇▇▇▇ Options and WTW ▇▇▇▇▇▇ Share Awards and ▇▇▇▇▇▇ Employees as those which would apply in relation to the Scheme (except for the 80% acceptance condition contemplated by paragraph 9 of Appendix 3 to the Rule 2.5 Announcement)Scheme; (ii) save where there has been a ▇▇▇▇▇▇ Change of Recommendation, to reasonably co-operate and consult with Aon Eaton in the preparation of the Takeover Offer Document or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; and; (iii) that, subject to the obligations of the WTW ▇▇▇▇▇▇ Board of Directors under the Takeover Rules, and unless the WTW ▇▇▇▇▇▇ Board determines in good faith after consultation with its outside legal counsel and its financial advisors that, to do otherwise, would reasonably be expected to be inconsistent with the fiduciary duties of Directors has made a WTW Change the directors of Recommendation pursuant ▇▇▇▇▇▇ or the Takeover Rules, with respect to and in accordance with Section 7.3, the Takeover Offer shall incorporate a recommendation to the WTW Shareholders holders of the ▇▇▇▇▇▇ Shares from the WTW ▇▇▇▇▇▇ Board of Directors to accept the Takeover Offer Offer, and such recommendation shall will not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3Clause 5.3. (d) If Aon Save where there has been a ▇▇▇▇▇▇ Change of Recommendation, if Eaton elects to implement the Acquisition by way of the Takeover Offer in accordance with Section Clause 3.6(a), the Parties mutually agree: (i) to prepare and file with, or submit to, the SEC, the Panel and the High Court, SEC all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Takeover Rules, the Securities Act, Act or the Exchange Act, or otherwise by applicable Law Act in connection with the Takeover Offer Offer, and to make any applications or initiate any appearances as may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the High Court proceedings initiated in connection with the Scheme and, unless the WTW Board of Directors has made a WTW Change of Recommendation, each Party shall have reasonable opportunities to review and make comments on all such documents, amendments and supplements and, following good faith consideration accommodation of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable); (ii) to provide the other Party with any comments received from the SEC, the Panel or the High Court SEC on any documents filed by it with the SEC, the Panel or the High Court SEC promptly after receipt thereof, other than with respect to any such documents to the extent related to a WTW Competing Proposal; and (iii) to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, SEC and afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Proposal. (e) If the Takeover Offer is consummated, Aon shall (or Eaton shall cause its designees to) Holdco to effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, practicable a compulsory acquisition of any WTW ▇▇▇▇▇▇ Shares under section 457 204 of the Act not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offershare. (f) For clarity and except as may be required by the Takeover Rules (and without limiting any other provision avoidance of this Agreement)doubt, nothing in this Section Clause 3.6 shall require WTW ▇▇▇▇▇▇ to provide Aon Eaton with any information with respect to, or to otherwise take or fail to take any action in connection with WTW’s ▇▇▇▇▇▇’▇ consideration of or response to, any actual or potential WTW Competing ▇▇▇▇▇▇ Alternative Proposal. (g) If the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Merger.

Switching to a Takeover Offer. (a) Subject to In the terms of this Section 3.6, event (and only in the event event) that Aon Medtronic reasonably determines considers (in its good faith discretion) that a competitive situation (as that term is defined in the Takeover Rules) exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon Medtronic may elect (subject to receiving and with the Panel’s consent, if required) to implement the Acquisition by way of the Takeover Offer (rather than the Scheme), whether or not the Scheme Document has been posted, subject to the terms of this Clause 3.6. (b) If Aon Medtronic elects to implement the Acquisition by way of the Takeover Offer, WTW Covidien undertakes to provide Aon and its Representatives Medtronic as promptly as reasonably practicable with all such information about WTW or any WTW Subsidiary the Covidien Group (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) and to provide all such other assistance as may reasonably be required by the Takeover Rules in connection with the preparation of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representativesrelevant professional advisers. (c) If Aon Medtronic elects to implement the Acquisition by way of a Takeover Offer, WTW Covidien agrees: (i) that the Takeover Offer Document will contain provisions consistent in accordance with the terms and conditions set out in the Rule 2.5 Announcement, the relevant Conditions and such other further terms and conditions as agreed (including any modification thereto) between Aon Medtronic and the Panel; provided, however, that the terms and conditions of the Takeover Offer shall be at least as favorable favourable to the WTW Covidien Shareholders (except for the 80 per cent acceptance condition contemplated by paragraph 9 of Annex III to the Rule 2.5 Announcement) and the holders of WTW Covidien Options and WTW Covidien Share Awards and Covidien Employees as those which would apply in relation to the Scheme (except for the 80% acceptance condition contemplated by paragraph 9 of Appendix 3 to the Rule 2.5 Announcement)Scheme; (ii) to reasonably co-operate and consult with Aon Medtronic in the preparation of the Takeover Offer Document or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; and; (iii) that, subject to the obligations of the WTW Covidien Board of Directors under the Takeover Rules, and unless the WTW Covidien Board determines in good faith after consultation with its outside legal counsel and its financial advisor that, to do otherwise, would reasonably be expected to be inconsistent with the fiduciary duties of Directors has made a WTW Change the directors of Recommendation pursuant to and in accordance with Section 7.3Covidien or the Takeover Rules, the Takeover Offer shall incorporate a recommendation to the WTW Shareholders holders of the Covidien Shares from the WTW Covidien Board of Directors to accept the Takeover Offer Offer, and such recommendation shall will not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3Clause 5.3. (d) If Aon Medtronic elects to implement the Acquisition by way of the Takeover Offer in accordance with Section Clause 3.6(a), the Parties mutually agree: (i) to prepare and file with, or submit to, the SEC, the Panel and the High Court, SEC all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Takeover Rules, the Securities Act, Act or the Exchange Act, or otherwise by applicable Law Act in connection with the Takeover Offer and to make any applications or initiate any appearances as may be required by or desirable to the High Court for the purpose of discontinuingOffer, cancelling or terminating the High Court proceedings initiated in connection with the Scheme and, unless the WTW Board of Directors save where there has made been a WTW Covidien Change of Recommendation, each Party shall have reasonable opportunities to review and make comments on all such documents, amendments and supplements and, following good faith consideration reasonable accommodation of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable); (ii) to provide the other Party with any comments received from the SEC, the Panel or the High Court SEC on any documents filed by it with the SEC, the Panel or the High Court SEC promptly after receipt thereof, other than with respect to any such documents to the extent related to a WTW Competing Covidien Alternative Proposal; and (iii) to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court SEC and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Covidien Alternative Proposal. (e) If the Takeover Offer is consummated, Aon Medtronic shall cause Holdco and/or IrSub (or shall cause its designees totheir respective designees) to effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, practicable a compulsory acquisition of any WTW Covidien Shares under section 457 204 of the Act not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offershare. (f) For clarity the avoidance of doubt and except as may be required by the Takeover Rules (and without limiting any other provision of this Agreement), nothing in this Section Clause 3.6 shall require WTW Covidien to provide Aon Medtronic with any information with respect to, or to otherwise take or fail to take any action in connection with WTWCovidien’s consideration of or response to, any actual or potential WTW Competing Covidien Alternative Proposal. (g) If the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Merger.

Switching to a Takeover Offer. 3.6.1. In the event (a) Subject to the terms of this Section 3.6, and only in the event event) that Aon the Bidder reasonably determines considers (in its good faith discretion) that a competitive situation (as that term is defined in the Takeover Rules) exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon the Bidder may elect (subject to receiving and with the Panel’s consent, if required) to implement the Acquisition by way of the Takeover Offer (rather than the Scheme), whether or not the Scheme Document has been posted, subject to the terms of this Clause 3.6. (b) If Aon 3.6.2. Save to the extent there has been an Elan Change of Recommendation, which Elan Change of Recommendation continues in effect, if the Bidder elects to implement the Acquisition by way of the Takeover Offer, WTW Elan undertakes to provide Aon and its Representatives the Bidder as promptly as reasonably practicable with all such information about WTW or any WTW Subsidiary the Elan Group (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) and to provide all such other assistance as may reasonably be required by the Takeover Rules in connection with the preparation of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representativesrelevant professional advisers. (c) 3.6.3. If Aon the Bidder elects to implement the Acquisition by way of a Takeover Offer, WTW Elan agrees: (i1) that the Takeover Offer Document will contain provisions consistent in accordance with the terms and conditions set out in the Rule 2.5 Announcement, the relevant Conditions and such other further terms and conditions as agreed (including any modification thereto) between Aon the Bidder and the PanelElan; provided, however, that the terms and conditions of the Takeover Offer shall be at least as favorable favourable to the WTW Elan Shareholders and the holders of WTW Options and WTW Share Awards as those which would apply in relation to the Scheme (except for the 80% 90 per cent acceptance condition contemplated by paragraph 9 of Appendix 3 to the Rule 2.5 Announcementcondition); (ii2) save to the extent there has been an Elan Change of Recommendation, which Elan Change of Recommendation continues in effect, to reasonably co-operate and consult with Aon the Bidder in the preparation of the Takeover Offer Document or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; and; (iii3) that, subject to the obligations of the WTW Elan Board of Directors under the Takeover Rules, and unless the WTW Elan Board determines in good faith after consultation with its outside legal counsel and its financial advisors that, to do otherwise, would reasonably be expected to be inconsistent with the fiduciary duties of Directors has made a WTW Change the directors of Recommendation pursuant Elan or the Takeover Rules, with respect to and in accordance with Section 7.3, the Takeover Offer shall incorporate in the Rule 2.5 Announcement and the Takeover Offer Document a recommendation to the WTW Shareholders holders of Elan Shares from the WTW Elan Board of Directors to accept the Takeover Offer Offer, and such recommendation shall will not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3Clause 5.3. (d) If Aon 3.6.4. Save to the extent there has been an Elan Change of Recommendation, for so long as such Elan Change of Recommendation continues in effect, if the Bidder elects to implement the Acquisition by way of the Takeover Offer in accordance with Section 3.6(a)Clause 3.6.1, the Parties mutually agree: (i1) to prepare and file with, or submit to, the SEC, the Panel and the High Court, SEC all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Takeover Rules, the Securities Act, Act or the Exchange Act, or otherwise by applicable Law in connection with the Takeover Offer and to make any applications or initiate any appearances as may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the High Court proceedings initiated in connection with the Scheme and, unless the WTW Board of Directors has made a WTW Change of Recommendation, each Party party shall have reasonable opportunities to review and make comments on all such documents, amendments and supplements and, following good faith consideration accommodation of such comments by the other Party and approval of such documents, amendments and supplements by the other Partyparty, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable); (ii2) to provide the other Party party with any comments received from the SEC, the Panel or the High Court SEC on any documents filed by it with the SEC, the Panel or the High Court SEC promptly after receipt thereof, other than with respect to any such documents to the extent related to a WTW Competing Proposal; and (iii3) to provide the other Party party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, SEC and afford the other Party party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Proposal. (e) 3.6.5. If the Takeover Offer is consummated, Aon the Bidder shall (or shall cause its designees Holdco to) , effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, practicable a compulsory acquisition of any WTW Elan Shares under section 457 Regulation 23 of the Act Takeover Regulations not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offershare. (f) 3.6.6. For clarity and the avoidance of doubt, except as may be required by the Takeover Rules (and without limiting any other provision of this Agreement), nothing in this Section Clause 3.6 shall require WTW Elan to provide Aon the Bidder with any information with respect to, or to otherwise take or fail to take any action in connection with WTWElan’s consideration of or response to, any actual or potential WTW Competing Elan Alternative Proposal. (g) If the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Merger.

Switching to a Takeover Offer. (a) Subject to In the terms of this Section 3.6, event (and only in the event event) that Aon Verizon reasonably determines considers (in its good faith discretion) that a competitive situation (as that term is defined in the Takeover Rules) exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon Verizon may elect (subject to receiving and with the Panel’s consent, if required) to implement the Acquisition by way of the Takeover Offer (rather than the Scheme), whether or not the Scheme Document has been posted, subject to the terms of this Clause 3.6, and Verizon shall notify Fleetmatics promptly of any such election made by it to implement the Acquisition by way of the Takeover Offer (rather than the Scheme). (b) If Aon Verizon elects to implement the Acquisition by way of the Takeover OfferOffer pursuant to Clause 3.6(a), WTW Fleetmatics undertakes to provide Aon and its Representatives Verizon as promptly as reasonably practicable with all such information about WTW or any WTW Subsidiary the Fleetmatics Group (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) and to provide all such other assistance as may reasonably be required by the Takeover Rules in connection with the preparation of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representativesrelevant professional advisers. (c) If Aon Verizon elects to implement the Acquisition by way of a the Takeover OfferOffer in accordance with Clause 3.6(a), WTW agreesthe Parties mutually agree: (i) that the Takeover Offer Document will contain provisions consistent in accordance with the terms and conditions set out in the Rule 2.5 Announcement, the relevant Conditions and such other further terms and conditions as agreed (including any modification thereto) between Aon Verizon and the Panel; provided, however, that the terms and conditions of the Takeover Offer shall be at least as favorable favourable to the WTW Fleetmatics Shareholders (except for the 80 per cent acceptance condition contemplated by paragraph 9 of Annex III to the Rule 2.5 Announcement) and the holders of WTW Fleetmatics Options and WTW Fleetmatics Share Awards and Fleetmatics Employees as those which would apply in relation to the Scheme (except for the 80% acceptance condition contemplated by paragraph 9 of Appendix 3 to the Rule 2.5 Announcement)Scheme; (ii) to reasonably co-operate and consult with Aon each other in the preparation of the Takeover Offer Document or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; and; (iii) that, subject to the obligations of the WTW Board of Directors under the Takeover Rules, and unless the WTW Fleetmatics Board of Directors has made previously effected a WTW Fleetmatics Change of Recommendation pursuant to and in accordance with Section 7.3the provisions of Clause 5.2, the Takeover Offer shall incorporate a recommendation to the WTW Shareholders holders of the Fleetmatics Ordinary Shares from the WTW Fleetmatics Board of Directors to accept the Takeover Offer Offer, and such recommendation shall will not subsequently thereafter be withdrawn, adversely modified or qualified except as contemplated by Section 7.3.Clause 5.2; (d) If Aon elects to implement the Acquisition by way of the Takeover Offer in accordance with Section 3.6(a), the Parties mutually agree: (iiv) to prepare and file with, or submit to, the SECSEC and, to the extent required, the Panel and the High Court, all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Takeover Rules, the Securities Act, Act or the Exchange Act, or otherwise by applicable Law Act in connection with the Takeover Offer and to make any applications or initiate any appearances as that may be required by or desirable to and in front of the High Court for the purpose of discontinuing, cancelling or terminating the discontinuance of High Court proceedings initiated in connection with the Scheme and, unless the WTW Board of Directors has made a WTW Change of Recommendation, and each Party shall have reasonable opportunities to review and make comments on all such documents, amendments and supplements and, following good faith consideration reasonable accommodation of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable); (iiv) to provide the other Party with any comments received from the SEC, the Panel or the High Court SEC on any documents filed by it with the SEC, the Panel or the High Court SEC promptly after receipt thereof, other than with respect to any such documents to the extent related to a WTW Competing Proposal; and (iiivi) to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court SEC and, except to the fullest extent prohibited permitted by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Proposal. (ed) If the Takeover Offer is consummated, Aon shall (or Verizon shall cause Bidco or its designees to) designee to effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, practicable a compulsory acquisition of any WTW Fleetmatics Ordinary Shares under section 457 Sections 456 to 460 of the Act not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offershare. (fe) For clarity the avoidance of doubt and except as may be required by the Takeover Rules (and without limiting any other provision of this Agreement), nothing in this Section Clause 3.6 shall require WTW Fleetmatics to provide Aon Verizon with any information with respect to, or to otherwise take or fail to take any action in connection with WTW’s Fleetmatics’ consideration of or response to, any actual or potential WTW Competing Fleetmatics Alternative Proposal. (g) If the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Merger.

Switching to a Takeover Offer. (a) Subject to the terms of this Section 3.6, in the event that Aon AbbVie reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon AbbVie may elect (subject to receiving the Panel’s consent, if required) to implement the Acquisition by way of the Takeover Offer (rather than the Scheme), whether or not the Scheme Document has been posted. (b) If Aon AbbVie elects to implement the Acquisition by way of the Takeover Offer, WTW Allergan undertakes to provide Aon AbbVie and its Representatives as promptly as reasonably practicable with all such information about WTW or any WTW Subsidiary the Allergan Group (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Share Consideration) and to provide all such other assistance as may reasonably be required by the Takeover Rules in connection with the preparation of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representatives. (c) If Aon AbbVie elects to implement the Acquisition by way of a Takeover Offer, WTW Allergan agrees: (i) that the Takeover Offer Document will contain provisions consistent with the terms and conditions set out in the Rule 2.5 Announcement, the relevant Conditions and such other further terms and conditions as agreed (including any modification thereto) between Aon AbbVie and the Panel; provided, however, that the terms and conditions of the Takeover Offer shall be at least as favorable to the WTW Allergan Shareholders and the holders of WTW Allergan Options and WTW Allergan Share Awards as those which would apply in relation to the Scheme (except for the 80% acceptance condition contemplated by paragraph 9 of Appendix 3 III to the Rule 2.5 Announcement); (ii) to reasonably co-operate and consult with Aon AbbVie in the preparation of the Takeover Offer Document or any other document or filing (including any necessary prospectus in respect of the Scheme Share Consideration) which is required for the purposes of implementing the Acquisition; and (iii) that, subject to the obligations of the WTW Allergan Board of Directors under the Takeover Rules, and unless the WTW Allergan Board of Directors has made a WTW an Allergan Change of Recommendation pursuant to and in accordance with Section 7.35.3, the Takeover Offer shall incorporate a recommendation to the WTW Allergan Shareholders from the WTW Allergan Board of Directors to accept the Takeover Offer and such recommendation shall not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.35.3. (d) If Aon elects to implement the Acquisition by way of the Takeover Offer in accordance with Section 3.6(a), the Parties mutually agree: (i) to prepare and file with, or submit to, the SEC, the Panel and the High Court, all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Takeover Rules, the Securities Act, the Exchange Act, or otherwise by applicable Law in connection with the Takeover Offer and to make any applications or initiate any appearances as may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the High Court proceedings initiated in connection with the Scheme and, unless the WTW Board of Directors has made a WTW Change of Recommendation, each Party shall have reasonable opportunities to review and make comments on all such documents, amendments and supplements and, following good faith consideration of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable); (ii) to provide the other Party with any comments received from the SEC, the Panel or the High Court on any documents filed by it with the SEC, the Panel or the High Court promptly after receipt thereof, other than with respect to any such documents to the extent related to a WTW Competing Proposal; and (iii) to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Proposal. (e) If the Takeover Offer is consummated, Aon shall (or shall cause its designees to) effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, a compulsory acquisition of any WTW Shares under section 457 of the Act not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offer. (f) For clarity and except as may be required by the Takeover Rules (and without limiting any other provision of this Agreement), nothing in this Section 3.6 shall require WTW to provide Aon with any information with respect to, or to otherwise take or fail to take any action in connection with WTW’s consideration of or response to, any actual or potential WTW Competing Proposal. (g) If the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Merger.

Switching to a Takeover Offer. (a) Subject 3.6.1 At any time prior to the terms of this Section 3.6date that is five months after the date hereof, in the event that Aon reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon AB may elect (subject to receiving with the Panel’s consent, if required) to implement the Acquisition by way of the a Takeover Offer (rather than the Scheme), whether or not the Scheme Document has been posted, subject to the terms of this Clause 3.6, and AB shall notify King promptly of any such election (whether or not the implementation thereof is subject to the consent of the Panel) made by it to implement the Acquisition by way of a Takeover Offer (rather than the Scheme). (b) 3.6.2 If Aon AB elects to implement the Acquisition by way of the a Takeover Offer, WTW King undertakes to provide Aon and its Representatives AB as promptly as reasonably practicable with all such information about WTW or any WTW Subsidiary King (including directors and their connected personsConcert Parties) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) Documents and to provide all such other assistance as may reasonably be required by the Takeover Rules in connection with the preparation by AB or AB Sub of the Takeover Offer DocumentDocuments, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representatives. (c) 3.6.3 If Aon AB elects to implement the Acquisition by way of a Takeover Offer, WTW King agrees: (ia) that the Takeover Offer Document will Documents shall contain provisions consistent in accordance with the terms and conditions set out in the Rule 2.5 Announcement, the relevant Conditions and such other further terms and conditions as agreed (including any modification thereto) between Aon AB and the PanelKing; provided, however, that the terms and conditions of the Takeover Offer shall be at least as favorable favourable to the WTW King Shareholders and the holders of WTW Options and WTW Share Awards as those which would apply in relation to the Scheme (except for the 80% acceptance condition contemplated condition, which may be waived down to “50% plus one King Share” by paragraph 9 mutual agreement of Appendix 3 to the Rule 2.5 AnnouncementAB and King); (iib) to reasonably co-operate and consult with Aon AB in the preparation by AB or AB Sub of the Takeover Offer Document Documents or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; and (iiic) that, subject to the obligations of the WTW Board of Directors under the Takeover Rules, and unless the WTW King Board of Directors has made effected a WTW King Change of Recommendation pursuant to Clause 5.2, to incorporate in the Rule 2.5 Announcement and in accordance with Section 7.3, the Takeover Offer shall incorporate Documents a recommendation to the WTW Shareholders holders of King Shares from the WTW King Board of Directors to accept the Takeover Offer Offer, and such recommendation shall not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3Clause 5.2. (d) 3.6.4 If Aon AB elects to implement the Acquisition by way of the Takeover Offer in accordance with Section 3.6(a)Clause 3.6.1, the Parties mutually agree: (ia) to prepare and file with, or submit to, the SECSEC and, to the extent necessary, the Panel and the High Court, all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Takeover Rules, the Securities Act, Act or the Exchange Act, Act or otherwise by applicable Law in connection with the Takeover Offer Law, and to make any applications or initiate any appearances as that may be required by or desirable to and in front of the High Court for the purpose of discontinuing, cancelling or terminating the discontinuance of High Court proceedings initiated in connection with the Scheme andScheme, unless the WTW Board of Directors has made a WTW Change of Recommendation, and each Party shall have reasonable opportunities to review and make comments on all such documents, amendments and supplements and, following good faith consideration accommodation of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable); (iib) to provide the other Party with any comments received from the SEC, the Panel or the High Court SEC on any documents filed by it with or furnished by it to the SEC, the Panel or the High Court SEC as promptly as reasonably practicable after receipt thereof, other than with respect to any such documents to the extent related to a WTW Competing Proposal; and (iiic) to the extent reasonably practicable, to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, SEC and afford the other Party party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Proposal. (e) 3.6.5 If the Takeover Offer is consummated, Aon shall (AB shall, or shall cause its designees AB Sub to) , effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, practicable a compulsory acquisition of any WTW King Shares under section 457 of the Act not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offershare. (f) For clarity and except as may be required by the Takeover Rules (and without limiting any other provision of this Agreement), nothing in this Section 3.6 shall require WTW to provide Aon with any information with respect to, or to otherwise take or fail to take any action in connection with WTW’s consideration of or response to, any actual or potential WTW Competing Proposal. (g) If the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Merger.

Switching to a Takeover Offer. (a) Subject to 5.1 The Bidder reserves the terms of this Section 3.6right, as set out in the event that Aon reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists orAnnouncement, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon may elect (subject to receiving the Panel’s consent, if required) to implement the Acquisition by way consent of the Takeover Offer (rather than the Scheme)Panel, whether or not the Scheme Document has been posted. (b) If Aon elects to implement the Acquisition by way of the Takeover Offer, WTW undertakes to provide Aon and its Representatives as promptly as reasonably practicable with all such information about WTW or any WTW Subsidiary (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) and to provide all such other assistance as may reasonably be required by the Takeover Rules in connection with the preparation of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representatives. (c) If Aon elects elect to implement the Acquisition by way of a Takeover Offer, WTW agreesOffer rather than the Scheme (such election to be referred to as a Switch) where: (ia) the parties so agree in writing (an Agreed Switch); (b) an Independent Competing Transaction is announced; (c) the Company announces that the Directors no longer intend to give, withdraw or intend to adversely modify or adversely qualify, the Recommendation; or (d) the Recommendation is not made in the Scheme Document or, having been made, is subsequently withdrawn or adversely modified or qualified. 5.2 In the event of a Switch, and following the announcement by the Bidder of a Switch, clause 4 shall cease to apply. 5.3 In the event of an Agreed Switch: (a) the Bidder shall consult with the Company in a timely manner as to the form and content and timing of publication of any announcements relating to the Agreed Switch and its implementation and any proposed changes to the timetable of the Acquisition in relation to the implementation of the Agreed Switch; (b) the Acceptance Condition shall be set at 90 per cent of the Shares to which the Takeover Offer Document will contain provisions consistent relates (or such lesser percentage as may be determined by the Bidder after, to the extent necessary, consultation with the terms Takeover Panel and conditions set out in subject always to the minimum acceptance condition required under Rule 2.5 Announcement, 10 of the relevant Conditions and such other further terms and conditions as agreed Takeover Code); (including any modification theretoc) between Aon and the Panel; provided, however, Bidder shall ensure that the terms and only conditions of the Takeover Offer shall be at least as favorable the Takeover Offer Conditions (unless the parties agree otherwise in writing); and (d) the Bidder shall prepare the Offer Document and agrees to seek the Company’s approval of the information relating to the WTW Shareholders Company contained in the Offer Document before it is published and shall allow the holders Company reasonable opportunity to consider the draft Offer Document in order to give its approval of WTW Options information for which the Company or the Company’s Directors are taking responsibility (such approval not to be unreasonably withheld or delayed). If the Company does not approve the Offer Document within 28 days from the date of the Agreed Switch, the Bidder shall be entitled to publish the Offer Document containing only information required by Rule 24 of the Takeover Code and WTW Share Awards excluding such information as those may be approved by the Takeover Panel. 5.4 The parties agree that, in the event of an Agreed Switch, all provisions of this Agreement relating to the Scheme and its implementation shall apply to the Takeover Offer or it implementation mutatis mutandis together which would apply such further terms in relation to the Scheme (except for Takeover Offer as the 80% acceptance condition contemplated by paragraph 9 of Appendix 3 parties may agree in writing at the time the parties agree to the Rule 2.5 Announcement); (ii) to reasonably co-operate and consult with Aon in the preparation of the Takeover Offer Document or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; and (iii) that, subject to the obligations of the WTW Board of Directors under the Takeover Rules, and unless the WTW Board of Directors has made a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, the Takeover Offer shall incorporate a recommendation to the WTW Shareholders from the WTW Board of Directors to accept the Takeover Offer and such recommendation shall not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3Agreed Switch. (d) If Aon elects to implement the Acquisition by way of the Takeover Offer in accordance with Section 3.6(a), the Parties mutually agree: (i) to prepare and file with, or submit to, the SEC, the Panel and the High Court, all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Takeover Rules, the Securities Act, the Exchange Act, or otherwise by applicable Law in connection with the Takeover Offer and to make any applications or initiate any appearances as may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the High Court proceedings initiated in connection with the Scheme and, unless the WTW Board of Directors has made a WTW Change of Recommendation, each Party shall have reasonable opportunities to review and make comments on all such documents, amendments and supplements and, following good faith consideration of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable); (ii) to provide the other Party with any comments received from the SEC, the Panel or the High Court on any documents filed by it with the SEC, the Panel or the High Court promptly after receipt thereof, other than with respect to any such documents to the extent related to a WTW Competing Proposal; and (iii) to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Proposal. (e) If the Takeover Offer is consummated, Aon shall (or shall cause its designees to) effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, a compulsory acquisition of any WTW Shares under section 457 of the Act not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offer. (f) For clarity and except as may be required by the Takeover Rules (and without limiting any other provision of this Agreement), nothing in this Section 3.6 shall require WTW to provide Aon with any information with respect to, or to otherwise take or fail to take any action in connection with WTW’s consideration of or response to, any actual or potential WTW Competing Proposal. (g) If the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Merger.

Switching to a Takeover Offer. (a) Subject to the terms of this Section 3.6, in the event 6.1 The parties currently intend that Aon reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon may elect (subject to receiving the Panel’s consent, if required) to implement the Acquisition will be implemented by way of the Takeover Offer (rather than Scheme. However, Bidco shall be entitled, with the Scheme), whether or not the Scheme Document has been posted. (b) If Aon elects to implement the Acquisition by way consent of the Takeover OfferPanel, WTW undertakes to provide Aon and its Representatives as promptly as reasonably practicable with all such information about WTW or any WTW Subsidiary (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) and to provide all such other assistance as may reasonably be required by the Takeover Rules in connection with the preparation of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representatives. (c) If Aon elects to implement the Acquisition by way of a Takeover OfferOffer rather than the Scheme (such election being a "Switch"). 6.2 In the event of any Switch, WTW agreesunless otherwise agreed with Augean or required by the Panel: (a) Bidco shall: (i) that discuss any announcements relating to the Switch and its implementation and any proposed changes to the timetable in relation to the implementation of the Switch with Augean in a timely manner; (ii) prepare, as soon as reasonably practicable, the Offer Document and related form of acceptance; (iii) consult with Augean as to the timing of the publication of the Offer Document and the form of acceptance; and (iv) consult with Augean as to the form and content of the Offer Document and the form of acceptance; (b) the Acceptance Condition shall be set at not more than 75 per cent of the Augean Shares to which the Takeover Offer Document will contain provisions consistent with relates or, where any of the terms and conditions circumstances set out in Note 2 of Section 8 of Appendix 7 of the Rule 2.5 AnnouncementCode applies, 90 per cent of the Augean Shares to which the Takeover Offer relates (or such lesser percentage, being more than 50 per cent of the outstanding voting rights attaching to the Augean Shares, as the parties may agree with, to the extent necessary, the relevant Conditions and such other further terms and conditions as agreed (including any modification thereto) between Aon and consent of the Panel); (c) Bidco shall not, and shall procure that no member of the Bidco Group shall: (i) make (or otherwise be treated by the Panel as having made) an acceleration statement (as referred to in Rule 31.5 of the Code) earlier than 14 days prior to Day 60; providedor (ii) publish (or otherwise be treated by the Panel as having published) an acceptance condition invocation notice (as referred to in Rule 31.6 of the Code) earlier than 14 days prior to Day 60; (d) where a material official authorisation or regulatory clearance remains outstanding: (i) Bidco shall consult with Augean to ensure that appropriate steps are taken to suspend the offer timetable by 5.00 p.m. on the second day prior to Day 39 (including, howeverif applicable, making a joint request to the Panel pursuant to Rule 31.4(a)(i) of the Code in respect of such a suspension); and (ii) Bidco shall not, without the consent of Augean, request that the terms and Panel suspends the offer timetable in accordance with Rule 31.4(a)(ii) of the Code; (e) Bidco shall ensure that the only conditions of to the Takeover Offer shall be at least as favorable to the WTW Shareholders and the holders of WTW Options and WTW Share Awards as those which would apply in relation to the Scheme (except for the 80% acceptance condition contemplated by paragraph 9 of Appendix 3 to the Rule 2.5 Announcement); (ii) to reasonably co-operate and consult with Aon in the preparation of the Takeover Offer Document or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; and (iii) thatConditions, subject to replacing the obligations of Scheme Conditions with the WTW Board of Directors under the Takeover Rules, Acceptance Condition and unless the WTW Board of Directors has made a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, the Takeover Offer shall incorporate a recommendation any other modifications or amendments to the WTW Shareholders from the WTW Board of Directors to accept the Takeover Offer and such recommendation shall not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3. (d) If Aon elects to implement the Acquisition by way of the Takeover Offer in accordance with Section 3.6(a), the Parties mutually agree: (i) to prepare and file with, or submit to, the SEC, the Panel and the High Court, all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Takeover Rules, the Securities Act, the Exchange Act, or otherwise by applicable Law in connection with the Takeover Offer and to make any applications or initiate any appearances as may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the High Court proceedings initiated in connection with the Scheme and, unless the WTW Board of Directors has made a WTW Change of Recommendation, each Party shall have reasonable opportunities to review and make comments on all such documents, amendments and supplements and, following good faith consideration of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable); (ii) to provide the other Party with any comments received from the SEC, the Panel or the High Court on any documents filed by it with the SEC, the Panel or the High Court promptly after receipt thereof, other than with respect to any such documents to the extent related to a WTW Competing Proposal; and (iii) to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Proposal. (e) If the Takeover Offer is consummated, Aon shall (or shall cause its designees to) effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, a compulsory acquisition of any WTW Shares under section 457 of the Act not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offer. (f) For clarity and except Conditions as may be required by the Takeover Rules Panel or agreed in writing between the parties; (f) Bidco shall keep Augean informed, on a confidential basis within two Business Days following receipt of a written request from Augean, of the number of Augean Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms, the identity of such shareholders and without limiting any other provision the number of this Agreement), nothing in this Section 3.6 shall require WTW Augean Shares to provide Aon with any information with respect to, or to otherwise take or fail to take any action in connection with WTW’s consideration of or response to, any actual or potential WTW Competing Proposal.which such forms relate; and (g) If all provisions of this agreement relating to the Scheme and its implementation shall apply to the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Mergeror its implementation mutatis mutandis.

Switching to a Takeover Offer. (a) Subject to In the terms of this Section 3.6, event (and only in the event event) that Aon reasonably determines there is a Fyffes Superior Offer and provided that there has not been a competitive situation (as that term is defined Fyffes Change of Recommendation, C▇▇▇▇▇▇▇ may, subject to consulting with Fyffes in the Takeover Rules) exists oradvance, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon may elect (subject to receiving and with the Panel’s consent, if required) to implement the Acquisition Combination by way of the Takeover Offer (rather than the Scheme), whether or not the Scheme Document has been posted, subject to the terms of this Clause 3.6. (b) If Aon C▇▇▇▇▇▇▇ elects to implement the Acquisition Combination by way of the Takeover Offer, WTW and subject to Fyffes not being otherwise prohibited, Fyffes undertakes to provide Aon and its Representatives C▇▇▇▇▇▇▇ as promptly as reasonably practicable with all such information about WTW or any WTW Subsidiary the Fyffes Group (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) and to provide all such other assistance as may reasonably be required by the Takeover Rules in connection with the preparation of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representativesrelevant professional advisers. (c) If Aon C▇▇▇▇▇▇▇ elects to implement the Acquisition Combination by way of a Takeover Offer, WTW agreesC▇▇▇▇▇▇▇ undertakes: (i) that the Takeover Offer Document will contain provisions consistent in accordance with the terms and conditions set out in the Rule 2.5 Announcement, the relevant Conditions and such other further terms and conditions as agreed (including any modification thereto) between Aon C▇▇▇▇▇▇▇ and the PanelFyffes; provided, however, that the terms and conditions of the Takeover Offer shall shall: (A) provide for an offer consideration that is at least as favourable to the Fyffes Shareholders as the consideration offered in the Fyffes Superior Proposal; and (B) be at least as favorable favourable to the WTW Fyffes Shareholders (except for the 80 per cent acceptance condition contemplated by Paragraph 9 of Annex I to the Rule 2.5 Announcement) and the holders of WTW Fyffes Options and WTW Fyffes Share Awards and Fyffes Employees as those which would apply in relation to the Scheme (except for the 80% acceptance condition contemplated by paragraph 9 of Appendix 3 to the Rule 2.5 Announcement)Scheme; (ii) that the governance structure which shall apply to C▇▇▇▇▇▇▇ or any successor company which is the parent of the combined group after the Takeover Offer will be the same as set out in Clause 7.6; (iii) to reasonably co-operate cooperate and consult with Aon Fyffes (except where Fyffes is otherwise prohibited from doing so) in the preparation of the Takeover Offer Document or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; andCombination; (iiiiv) If C▇▇▇▇▇▇▇ elects to implement the Combination by way of a Takeover Offer in accordance with this Clause 3.6, Fyffes agrees that, subject to the obligations of the WTW Fyffes Board of Directors under the Takeover Rules, and unless the WTW Fyffes Board determines in good faith after consultation with its outside legal counsel and its financial advisors that, to do otherwise, would reasonably be expected to be inconsistent with the fiduciary duties of Directors has made a WTW Change the directors of Recommendation pursuant Fyffes or the Takeover Rules, with respect to and in accordance with Section 7.3, the Takeover Offer shall to incorporate in the Rule 2.5 Announcement and the Takeover Offer Document a recommendation to the WTW Shareholders holders of the Fyffes Shares from the WTW Fyffes Board of Directors to accept the Takeover Offer Offer, and such recommendation shall will not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3Clause 5.3. (d) If Aon C▇▇▇▇▇▇▇ elects to implement the Acquisition Combination by way of the Takeover Offer in accordance with Section Clause 3.6(a)) and except where Fyffes is otherwise prohibited from doing so, the Parties mutually agree: (i) to prepare and and, in the case of C▇▇▇▇▇▇▇ only, file with, or submit to, the SEC, the Panel and the High Court, SEC all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Takeover Rules, the Securities Act, Act or the Exchange Act, or otherwise by applicable Law Act in connection with the Takeover Offer Offer, and to make any applications or initiate any appearances as may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the High Court proceedings initiated in connection with the Scheme and, unless the WTW Board of Directors has made a WTW Change of Recommendation, each Party shall have reasonable opportunities to review and make comments on all such documents, amendments and supplements and, following good faith consideration accommodation of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable); (ii) to provide the other Party with any comments received from the SEC, the Panel or the High Court SEC on any documents filed by it with the SEC, the Panel or the High Court SEC promptly after receipt thereof, other than with respect to any such documents to the extent related to a WTW Competing Proposal; and (iii) to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, SEC and afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Proposal. (e) If the Takeover Offer is consummated, Aon shall (or C▇▇▇▇▇▇▇ shall cause its designees to) IrHoldco to effect as promptly as reasonably practicable, practicable following it becoming entitled under the Act so to do so, a compulsory acquisition of any WTW Fyffes Shares under section 457 204 of the Act not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offershare. (f) For clarity and the avoidance of doubt, except as may be required by the Takeover Rules (and without limiting Fyffes’ obligations under Clause 5.3(b) to notify C▇▇▇▇▇▇▇ of the receipt of any other provision of this Agreement)Fyffes Alternative Proposal, nothing in this Section Clause 3.6 shall require WTW Fyffes to provide Aon C▇▇▇▇▇▇▇ with any information with respect to, or to otherwise take or fail to take any action in connection with WTW’s Fyffes’ consideration of or response to, any actual or potential WTW Competing Fyffes Alternative Proposal. (g) If the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Merger.

Switching to a Takeover Offer. (a) Subject to the terms of this Section 3.6, in the event 6.1 The parties currently intend that Aon reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon may elect (subject to receiving the Panel’s consent, if required) to implement the Acquisition will be implemented by way of the Takeover Offer (rather than Scheme. However, Bidco shall be entitled, with the Scheme), whether or not the Scheme Document has been posted. (b) If Aon elects to implement the Acquisition by way consent of the Takeover OfferPanel, WTW undertakes to provide Aon and its Representatives as promptly as reasonably practicable with all such information about WTW or any WTW Subsidiary (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) and to provide all such other assistance as may reasonably be required by the Takeover Rules in connection with the preparation of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representatives. (c) If Aon elects to implement the Acquisition by way of a Takeover OfferOffer rather than the Scheme (such election being a "Switch"). 6.2 In the event of any Switch, WTW agreesunless otherwise agreed with Augean or required by the Panel: (a) Bidco shall: (i) that discuss any announcements relating to the Switch and its implementation and any proposed changes to the timetable in relation to the implementation of the Switch with Augean in a timely manner; (ii) prepare, as soon as reasonably practicable, the Offer Document and related form of acceptance; (iii) consult with Augean as to the timing of the publication of the Offer Document and the form of acceptance; and (iv) consult with Augean as to the form and content of the Offer Document and the form of acceptance; (b) the Acceptance Condition shall be set at not more than 75 per cent of the Augean Shares to which the Takeover Offer Document will contain provisions consistent with relates or, where any of the terms and conditions circumstances set out in Note 2 of Section 8 of Appendix 7 of the Rule 2.5 AnnouncementCode applies, 90 per cent of the Augean Shares to which the Takeover Offer relates (or such lesser percentage, being more than 50 per cent of the outstanding voting rights attaching to the Augean Shares, as the parties may agree with, to the extent necessary, the relevant Conditions and such other further terms and conditions as agreed (including any modification thereto) between Aon and consent of the Panel); (c) Bidco shall not, and shall procure that no member of the Bidco Group shall: (i) make (or otherwise be treated by the Panel as having made) an acceleration statement (as referred to in Rule 31.5 of the Code) earlier than 14 days prior to Day 60; providedor (ii) publish (or otherwise be treated by the Panel as having published) an acceptance condition invocation notice (as referred to in Rule 31.6 of the Code) earlier than 14 days prior to Day 60; (d) where a material official authorisation or regulatory clearance remains outstanding: (i) Bidco shall consult with Augean to ensure that appropriate steps are taken to suspend the offer timetable by 5.00 p.m. on the second day prior to Day 39 (including, howeverif applicable, making a joint request to the Panel pursuant to Rule 31.4(a)(i) of the Code in respect of such a suspension); and (ii) Bidco shall not, without the consent of Augean, request that the terms and Panel suspends the offer timetable in accordance with Rule 31.4(a)(ii) of the Code; (e) Bidco shall ensure that the only conditions of to the Takeover Offer shall be at least as favorable to the WTW Shareholders and the holders of WTW Options and WTW Share Awards as those which would apply in relation to the Scheme (except for the 80% acceptance condition contemplated by paragraph 9 of Appendix 3 to the Rule 2.5 Announcement); (ii) to reasonably co-operate and consult with Aon in the preparation of the Takeover Offer Document or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; and (iii) thatConditions, subject to replacing the obligations of Scheme Conditions with the WTW Board of Directors under the Takeover Rules, Acceptance Condition and unless the WTW Board of Directors has made a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, the Takeover Offer shall incorporate a recommendation any other modifications or amendments to the WTW Shareholders from the WTW Board of Directors to accept the Takeover Offer and such recommendation shall not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3. (d) If Aon elects to implement the Acquisition by way of the Takeover Offer in accordance with Section 3.6(a), the Parties mutually agree: (i) to prepare and file with, or submit to, the SEC, the Panel and the High Court, all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Takeover Rules, the Securities Act, the Exchange Act, or otherwise by applicable Law in connection with the Takeover Offer and to make any applications or initiate any appearances as may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the High Court proceedings initiated in connection with the Scheme and, unless the WTW Board of Directors has made a WTW Change of Recommendation, each Party shall have reasonable opportunities to review and make comments on all such documents, amendments and supplements and, following good faith consideration of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable); (ii) to provide the other Party with any comments received from the SEC, the Panel or the High Court on any documents filed by it with the SEC, the Panel or the High Court promptly after receipt thereof, other than with respect to any such documents to the extent related to a WTW Competing Proposal; and (iii) to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Proposal. (e) If the Takeover Offer is consummated, Aon shall (or shall cause its designees to) effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, a compulsory acquisition of any WTW Shares under section 457 of the Act not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offer. (f) For clarity and except Conditions as may be required by the Takeover Rules Panel or agreed in writing between the parties; (f) Bidco shall keep Augean informed, on a confidential basis within two Business Days following receipt of a written request from Augean, of the number of Augean Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms, the identity of such shareholders and without limiting any other provision the number of this Agreement), nothing in this Section 3.6 shall require WTW Augean Shares to provide Aon with any information with respect to, or to otherwise take or fail to take any action in connection with WTW’s consideration of or response to, any actual or potential WTW Competing Proposal.which such forms relate; and (g) If all provisions of this agreement relating to the Scheme and its implementation shall apply to the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Mergeror its implementation mutatis mutandis.

Switching to a Takeover Offer. (a) Subject to 6.1 The parties currently intend that the terms Acquisition will be implemented by way of this Section 3.6the Scheme. However, in the event that Aon reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists orBidco shall be entitled, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon may elect (subject to receiving consent of the Panel’s consent, if required) to implement the Acquisition by way of the Takeover Offer (rather than the SchemeScheme (such election being a "Switch") if (but only if): (a) CareTech provides its prior written consent (not to be unreasonably withheld, delayed or conditioned), whether or not the Scheme Document has been posted.; (b) If Aon elects to implement a third party announces (i) a possible offer for the Acquisition by way of the Takeover Offer, WTW undertakes to provide Aon and its Representatives as promptly as reasonably practicable with all such information about WTW or any WTW Subsidiary (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) entire issued and to provide all such other assistance as may reasonably be required by issued ordinary share capital of CareTech, or (ii) a firm intention to make an offer for the Takeover Rules in connection with the preparation issued and to be issued ordinary share capital of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representatives.CareTech; (c) If Aon elects to implement the Acquisition by way of a Takeover Offer, WTW agreesCareTech Independent Board: (i) that withdraws, qualifies or adversely modifies the Takeover Offer Document will contain provisions consistent with the terms and conditions set out in the Rule 2.5 Announcement, the relevant Conditions and such other further terms and conditions as agreed (including any modification thereto) between Aon and the Panel; provided, however, that the terms and conditions of the Takeover Offer shall be at least as favorable to the WTW Shareholders and the holders of WTW Options and WTW Share Awards as those which would apply in relation to the Scheme (except for the 80% acceptance condition contemplated by paragraph 9 of Appendix 3 to the Rule 2.5 Announcement)CareTech Independent Board Recommendation; (ii) to reasonably co-operate and consult with Aon does not include the CareTech Independent Board Recommendation in the preparation of the Takeover Offer Scheme Document or (or, if different, any other document convening the Court Meeting or filing CareTech General Meeting); (including any necessary prospectus in respect iii) prior to the publication of the Scheme ConsiderationDocument (or, if different, any other document convening the Court Meeting or CareTech General Meeting), withdraws, qualifies or adversely modifies its intention to make the CareTech Independent Board Recommendation in any such document, including making any public statement to such effect, or failing to publicly reaffirm or re-issue a statement of its intention to make the CareTech Independent Board Recommendation on an unmodified and unqualified basis before 5:00 p.m. on the third Business Day following Bidco's reasonable request to do so; or (iv) which the Court Meeting and/or the CareTech General Meeting are or is not held on or before the 22nd day after the expected date of such meetings as set out in the Scheme Document (or, if different, the document(s) convening the Court Meeting and/or CareTech General Meeting (as applicable), including, where delayed pursuant to clause 6.1(c)(iv)(A), the supplementary circular) (or such later date as may be agreed in writing between the parties with the consent of the Panel and the approval of the Court (if such approval is required)) or either or both of the Court Meeting and/or the CareTech General Meeting (as applicable) is adjourned, unless: (A) a supplementary circular is required for to be published in connection with the purposes Scheme, and, as a result, the Court Meeting and the CareTech General Meeting cannot be held by such date in compliance with the Code and other Law, provided that CareTech has used all reasonable endeavours to publish the supplementary circular as soon as reasonably practicable after the date on which the requirement to publish a supplementary circular arises; or (B) Bidco has committed a breach of implementing clause 4 and such breach has caused the Acquisitiondelay; or (C) Bidco announces, as referred to in paragraph 1 of Part B of Appendix 1 to the Announcement, that it has waived the relevant deadline, in which case the provisions of clause 6.1(c)(iv) shall apply to the new deadline referred to in such announcement (if any). (d) CareTech is in material breach of any provision of this Agreement, provided that: (i) Bidco shall first have notified CareTech in writing of such material breach and its intention to effect a Switch; and (ii) such material breach remains unremedied following the expiry of five Business Days from the date of receipt of such notification from Bidco. 6.2 In the event of any Switch, unless otherwise agreed with CareTech or required by the Panel: (a) Bidco will: (i) prepare, as soon as reasonably practicable, the Offer Document and related form of acceptance; (ii) consult with CareTech as to the timing of the publication of the Offer Document and the form of acceptance; and (iii) thatconsult with CareTech as to the form and content of the Offer Document and the form of acceptance; (b) Bidco shall ensure that the Takeover Offer is made on substantially the same terms, so far as applicable, as those set out in the Announcement, subject to appropriate amendments, including (without limitation) an acceptance condition at a level permitted by the obligations of the WTW Board of Directors under the Takeover RulesPanel, and unless the WTW Board of Directors has made a WTW Change of Recommendation pursuant only conditions to and in accordance with Section 7.3, the Takeover Offer shall incorporate a recommendation be the Conditions, subject to replacing the Scheme Conditions with the Acceptance Condition and any other modifications or amendments to the WTW Shareholders from the WTW Board of Directors to accept the Takeover Offer and such recommendation shall not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3. (d) If Aon elects to implement the Acquisition by way of the Takeover Offer in accordance with Section 3.6(a), the Parties mutually agree: (i) to prepare and file with, or submit to, the SEC, the Panel and the High Court, all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Takeover Rules, the Securities Act, the Exchange Act, or otherwise by applicable Law in connection with the Takeover Offer and to make any applications or initiate any appearances as may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the High Court proceedings initiated in connection with the Scheme and, unless the WTW Board of Directors has made a WTW Change of Recommendation, each Party shall have reasonable opportunities to review and make comments on all such documents, amendments and supplements and, following good faith consideration of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable); (ii) to provide the other Party with any comments received from the SEC, the Panel or the High Court on any documents filed by it with the SEC, the Panel or the High Court promptly after receipt thereof, other than with respect to any such documents to the extent related to a WTW Competing Proposal; and (iii) to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Proposal. (e) If the Takeover Offer is consummated, Aon shall (or shall cause its designees to) effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, a compulsory acquisition of any WTW Shares under section 457 of the Act not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offer. (f) For clarity and except Conditions as may be required by the Takeover Rules Panel or agreed in writing between the parties; (c) Bidco shall keep CareTech informed, on a regular and confidential basis (and without limiting in any other provision of this Agreement), nothing in this Section 3.6 shall require WTW to provide Aon with any information with respect to, or to otherwise take or fail to take any action in connection with WTW’s consideration of or response to, any actual or potential WTW Competing Proposal. (g) If the Takeover Offer is consummated, then Aon agrees, event as promptly soon as reasonably practicable following Completionreceipt of a written request from CareTech) of the number of CareTech Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms, the identity of such shareholders and the number of CareTech Shares to effectuate which such forms relate; and (d) all provisions of this Agreement relating to the Post-Completion MergerScheme and its implementation shall apply to the Takeover Offer or its implementation mutatis mutandis.

Switching to a Takeover Offer. (a) Subject to the terms of this Section 3.6, in the event that Aon reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon Bidco may elect (subject to receiving with the Panel’s consent, if required) to implement the Acquisition by way of the a Takeover Offer (rather than the Scheme), whether or not the Scheme Document has been posted, subject to the terms of this Clause 3.6, and Bidco shall notify IFG promptly of any such election (whether or not the implementation thereof is subject to the consent of the Panel) made by it to implement the Acquisition by way of a Takeover Offer (rather than the Scheme). (b) If Aon Save where there has been an IFG Change of Recommendation, if Bidco elects to implement the Acquisition by way of the a Takeover Offer, WTW IFG undertakes to provide Aon and its Representatives Bidco as promptly as is reasonably practicable with all such information about WTW or any WTW Subsidiary IFG (including directors and their connected personsConcert Parties) as may be reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) Documents and to provide all such other assistance as may be reasonably be required by the Takeover Rules in connection with the preparation by Bidco of the Takeover Offer DocumentDocuments, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and IFG’s Representatives. (c) If Aon Bidco elects to implement the Acquisition by way of a Takeover Offer, WTW IFG agrees: (i) that the Takeover Offer Document will Documents shall contain provisions consistent in accordance with the terms and conditions set out in the Rule 2.5 Announcement, the relevant Conditions and such other further terms and conditions as agreed (including any modification thereto) between Aon Bidco and the PanelIFG; provided, however, that the terms and conditions of the Takeover Offer shall be at least as favorable favourable to the WTW IFG Shareholders and the holders of WTW Options and WTW Share Awards as those which would apply in relation to the Scheme (except for the 8090% acceptance condition contemplated condition, which may be waived down to “50% plus one IFG Share” by paragraph 9 of Appendix 3 to the Rule 2.5 AnnouncementBidco); (ii) to reasonably co-operate and consult with Aon Bidco in the preparation by Bidco of the Takeover Offer Document Documents or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; and (iii) that, subject to the obligations of the WTW Board of Directors under the Takeover Rules, and unless the WTW IFG Board of Directors has made a WTW effected an IFG Change of Recommendation pursuant to Clause 5.2, to incorporate in the Rule 2.5 Announcement and in accordance with Section 7.3, the Takeover Offer shall incorporate Documents a recommendation to the WTW Shareholders holders of IFG Shares from the WTW IFG Board of Directors to accept the Takeover Offer Offer, and such recommendation shall not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3Clause 5.2. (d) If Aon Bidco elects to implement the Acquisition by way of the Takeover Offer in accordance with Section Clause 3.6(a), the Parties mutually agree: (i) to prepare and file with, or submit to, to the SECextent necessary, the Panel and the High Court, all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Takeover Rules, the Securities Act, the Exchange Act, Rules or otherwise required by applicable Law in connection with the Takeover Offer Law, and to make any applications or initiate any appearances as that may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the discontinuance of High Court proceedings initiated in connection with the Scheme andScheme, unless the WTW Board of Directors has made a WTW Change of Recommendation, and each Party shall have reasonable opportunities to review and make comments comment on all such documents, amendments and supplements and, following good faith consideration of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable)supplements; (ii) to provide the other Party with promptly use all reasonable endeavours to discontinue any comments received from the SEC, the Panel or the High Court on any documents filed by it with the SEC, the Panel or the High Court promptly after receipt thereof, other than with respect to any such documents proceedings relating to the extent related Scheme including, but not limited (i) the cancellation or indefinite postponement (as the case may be) of the Scheme Meeting before it is commenced; and (ii) that the Scheme Resolution is not put to a WTW Competing Proposal; and (iii) to provide vote of the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing ProposalIFG Shareholders. (e) If the Takeover Offer is consummated, Aon Bidco shall (or shall cause its designees to) use reasonable endeavours to effect as promptly as is reasonably practicable, following it becoming entitled under the Act to do so, practicable a compulsory acquisition of any WTW IFG Shares under section 457 Part 5 of the Act Takeover Regulations not acquired in the Takeover Offer for the same consideration per share as provided for in under the Takeover Offer. (f) For clarity the avoidance of doubt and except as may be required by the Takeover Rules (and without limiting any other provision of this Agreement), nothing in this Section 3.6 Agreement (save as provided in Clause 5.2) shall require WTW IFG to provide Aon Bidco with any information with respect to, or to otherwise take or fail to take any action in connection with WTWIFG’s consideration of or response to, any actual or potential WTW Competing IFG Alternative Proposal. (g) If the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Merger.

Switching to a Takeover Offer. (a) Subject to the terms of this Section 3.6, in the event ‌ The parties intend that Aon reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon may elect (subject to receiving the Panel’s consent, if required) to implement the Acquisition will be implemented by way of the Takeover Offer (rather than Scheme.‌ However, Bidco shall be entitled, with the Scheme), whether or not the Scheme Document has been posted. (b) If Aon elects to implement the Acquisition by way consent of the Takeover Offer, WTW undertakes Panel and subject always to provide Aon and its Representatives as promptly as reasonably practicable with all such information about WTW or any WTW Subsidiary (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection compliance with the Scheme Consideration) and to provide all such other assistance as may reasonably be required by the Dutch Takeover Rules in connection with the preparation of the Takeover Offer DocumentRules, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representatives. (c) If Aon elects to implement the Acquisition by way of a Takeover Offer, WTW agrees: (i) that the Takeover Offer Document will contain provisions consistent with the terms and conditions set out in the Rule 2.5 Announcement, the relevant Conditions and such other further terms and conditions as agreed (including any modification thereto) between Aon and the Panel; provided, however, that the terms and conditions of the Takeover Offer shall be at least as favorable to the WTW Shareholders and the holders of WTW Options and WTW Share Awards as those which would apply in relation to rather than the Scheme (except for the 80% acceptance condition contemplated by paragraph 9 of Appendix 3 to the Rule 2.5 Announcementsuch election being a Switch) if (and only if): (a) Renewi provides its prior written consent (an Agreed Switch); (iib) a third party announces a firm intention pursuant to reasonably co-operate Rule 2.7 of the Code to make an offer for the issued and to be issued share capital of Renewi, provided that Bidco shall consult with Aon in the preparation of the Takeover Offer Document or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; and (iii) that, subject Renewi to the obligations of the WTW Board of Directors under the Takeover Rules, and unless the WTW Board of Directors has made a WTW Change of Recommendation pursuant extent reasonably practicable prior to and in accordance with Section 7.3, the Takeover Offer shall incorporate a recommendation to the WTW Shareholders from the WTW Board of Directors to accept the Takeover Offer and such recommendation shall not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3. (d) If Aon elects electing to implement the Acquisition by way of a Takeover Offer in such circumstances; or (c) the Renewi Board: (i) withdraws, adversely qualifies or adversely modifies the Renewi Board Recommendation; (ii) does not include the Renewi Board Recommendation in the Scheme Document (other than where a Switch has occurred); or (iii) prior to the publication of the Scheme Document, withdraws, adversely qualifies or adversely modifies its intention to make the Renewi Board Recommendation in the Scheme Document. In the event of any Agreed Switch, unless otherwise agreed with Renewi or required by the Panel or the AFM (as applicable): (a) Bidco shall: (i) promptly discuss any announcements relating to the Switch and its implementation and any proposed changes to the timetable in relation to the implementation of the Switch with ▇▇▇▇▇▇; (ii) as soon as reasonably practicable, prepare the Offer Document and related form of acceptance; (iii) consult with, and take into account any comments from or on behalf of, ▇▇▇▇▇▇ as to the timing of the publication of the Offer Document and the form of acceptance and provide Renewi with a reasonable opportunity to consider the draft documentation for review and comment; (iv) consult with ▇▇▇▇▇▇ as to the form and content of the Offer Document and the form of acceptance; and (v) if, and to the extent, the Dutch Takeover Rules apply to any Takeover Offer: (A) prepare, make and effect the Takeover Offer in accordance with Section 3.6(a)the Dutch Takeover Rules; (B) procure the preparation of an offer memorandum (biedingsbericht) (including all amendments and supplements thereto) which shall comply as to form and substance with current Dutch market practice, the Parties mutually agree:requirements of the Dutch Takeover Rules and this agreement, provided that Bidco shall not be responsible for the information provided by ▇▇▇▇▇▇, auditors or any other third parties engaged by or acting on behalf of Renewi. Bidco shall provide Renewi with a reasonable opportunity to consider the draft offer memorandum for review and comment and Renewi shall have the right to approve (such approval not to be unreasonably withheld or conditioned or delayed) those sections of the offer memorandum (i) which relate to prepare and file with, or submit tothe Renewi Group, the SECcontent of the Announcement and any other press release in connection with the Acquisition and/or the provisions of this Agreement and (ii) for which the Renewi Group bears sole or joint responsibility with Bidco; (C) promptly to notify Renewi of any communication (whether written or oral) from or with the AFM, and to provide Renewi with copies or, in the case of oral communications, reasonably detailed summaries thereof, and, where practicable, give Renewi reasonable notice of and the opportunity to participate in all meetings and telephone calls with the AFM, except for discussions or communications which are of a purely administrative nature or otherwise bear minor significance; (D) to provide Renewi with drafts of all submissions and other material written communications (to the extent that they are not solely relating to Bidco or the Wider Bidco Group) intended to be sent to the AFM sufficiently in advance of their submission to allow Renewi a reasonable opportunity to comment on them, take account of reasonable comments made by ▇▇▇▇▇▇ on any such submissions or communications and provide Renewi with final copies thereof; and (E) to keep ▇▇▇▇▇▇ informed promptly of any developments in respect of the application of the Dutch Takeover Rules which are material to the implementation of the Acquisition by way of a Takeover Offer; (b) the Acceptance Condition shall be set at not more than 75 per cent of the Renewi Shares to which the Takeover Offer relates (or such lesser percentage as may be agreed between the parties in writing, after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent of the Renewi Shares to which the Takeover Offer relates); (c) Bidco shall not, and shall procure that no member of the Bidco Group shall, take any action which would cause the Takeover Offer not to proceed, to lapse or to be withdrawn, in each case for non-fulfilment of any Condition, prior to the 60th day after publication of the Offer Document (or such later date as is set in accordance with Rule 31.3 of the Code) (Day 60), including, without limitation, by publishing an acceptance condition invocation notice under Rule 31.6 or specifying in the Offer Document an unconditional date which is earlier than Day 60, and Bidco shall ensure that the Takeover Offer remains open for acceptances until such time;‌ (d) if at any time following the publication of the Offer Document it is reasonably expected that any outstanding Condition is not likely to be satisfied or waived (if capable of waiver) prior to the last date permitted under Rule 31.1 of the Code, Bidco shall, before the 30th day after the publication of the Offer Document (or such later day as Renewi may agree), consult with ▇▇▇▇▇▇ and the Panel and the High CourtAFM, all documentsif applicable, amendments and supplements required as to whether the offer timetable should be filed therewith suspended in accordance with Rule 31.4 or submitted thereto pursuant to (if Day 39 has passed) Day 60 should be extended in accordance with Rule 31.3 of the Takeover RulesCode (or, the Securities Actif applicable, the Exchange Actfurther suspended or extended) and, or otherwise by applicable Law in connection with the Takeover Offer and to make any applications or initiate any appearances as may be if required by Renewi, shall request such suspension or desirable extension to the High Court for the purpose of discontinuing, cancelling or terminating the High Court proceedings initiated in connection a date agreed with the Scheme and, unless the WTW Board of Directors has made a WTW Change of Recommendation, each Party shall have reasonable opportunities to review Renewi and make comments on all such documents, amendments and supplements and, following good faith consideration of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as AFM, if applicable), provided always that such date shall not be later than the Long Stop Date; (ii) to provide the other Party with any comments received from the SEC, the Panel or the High Court on any documents filed by it with the SEC, the Panel or the High Court promptly after receipt thereof, other than with respect to any such documents to the extent related to a WTW Competing Proposal; and (iii) to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Proposal. (e) If Bidco shall ensure that the only conditions to the Takeover Offer is consummatedshall be the Conditions, Aon shall (subject to replacing the Scheme Conditions with the Acceptance Condition and any other modifications or shall cause its designees to) effect as promptly as reasonably practicable, following it becoming entitled under amendments to the Act to do so, a compulsory acquisition of any WTW Shares under section 457 of the Act not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offer. (f) For clarity and except Conditions as may be required by the Takeover Rules Panel and/or the AFM or agreed in writing between the parties; (f) Bidco shall keep ▇▇▇▇▇▇ informed, on a confidential basis within two Business Days following receipt of a written request from ▇▇▇▇▇▇, of the number of Renewi Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms, the identity of such shareholders and without limiting any other provision the number of this Agreement), nothing in this Section 3.6 shall require WTW ▇▇▇▇▇▇ ▇▇▇▇▇▇ to provide Aon with any information with respect to, or to otherwise take or fail to take any action in connection with WTW’s consideration of or response to, any actual or potential WTW Competing Proposal.which such forms relate; and (g) If all provisions of this agreement relating to the Scheme and its implementation shall apply to the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Mergeror its implementation mutatis mutandis.

Switching to a Takeover Offer. (a) Subject to the terms of this Section 3.6, in In the event that Aon Xeris reasonably determines considers (in its good faith discretion) that a competitive situation (as that term is defined in the Takeover Rules) exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon Xeris may elect (and subject to receiving the Panel’s consent, if required) to implement the Acquisition by way of the Takeover Offer (rather than the Scheme), whether or not the Scheme Document has been posted, subject to the terms of this Clause 3.6. (b) If Aon Xeris elects to implement the Acquisition by way of the Takeover Offer, WTW Strongbridge undertakes to provide Aon Xeris and its Representatives as promptly as reasonably practicable with all such information about WTW or any WTW Subsidiary the Strongbridge Group (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus required in connection with the Scheme Share Consideration) and to provide all such other assistance as may reasonably be required by the Takeover Rules in connection with the preparation of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representatives. (c) If Aon Xeris elects to implement the Acquisition by way of a Takeover Offer, WTW ▇▇▇▇▇▇▇▇▇▇▇▇ agrees: (i) that the Takeover Offer Document will contain provisions consistent with the terms and conditions set out in the Rule 2.5 Announcement, the relevant Conditions and such other further terms and conditions as agreed (including any modification thereto) between Aon Xeris and the Panel; provided, however, that the terms and conditions of the Takeover Offer shall be at least as favorable favourable to the WTW Strongbridge Shareholders and the holders of WTW Strongbridge Options and WTW Strongbridge Share Awards and Strongbridge Warrants and to the Strongbridge Convertible Holders as those which would apply in relation to the Scheme (except for the 80% 80 per cent acceptance condition contemplated by paragraph 9 of Appendix 3 ▇▇▇▇▇ ▇▇▇ to the Rule 2.5 Announcement); (ii) to reasonably co-operate cooperate and consult with Aon Xeris in the preparation of the Takeover Offer Document or any other document or filing (including any necessary prospectus required in respect of connection with the Scheme Consideration) which is required for the purposes of implementing the Acquisition; and; (iii) that, subject to the obligations of the WTW Strongbridge Board of Directors under the Takeover Rules, and unless the WTW Strongbridge Board of Directors has made a WTW Strongbridge Change of Recommendation pursuant to and in accordance with Section 7.3Clause 5.3, the Takeover Offer shall incorporate a recommendation to the WTW Strongbridge Shareholders from the WTW Strongbridge Board of Directors to accept the Takeover Offer Offer, and such recommendation shall will not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3Clause 5.3. (d) If Aon Xeris elects to implement the Acquisition by way of the Takeover Offer in accordance with Section Clause 3.6(a), the Parties mutually agree: (i) to prepare and file with, or submit to, the SEC, the Panel and the High Court, Court all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Takeover Rules, the Securities Act, the Exchange Act, Act or otherwise by applicable Applicable Law in connection with the Takeover Offer and to make any applications or initiate any appearances as may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the High Court proceedings initiated in connection with the Scheme and, unless the WTW Board of Directors save where there has made been a WTW Strongbridge Change of Recommendation, each Party shall have reasonable opportunities to review and make comments on all such documents, amendments and supplements and, following good faith consideration of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable); (ii) to provide the other Party with any comments received from the SEC, the Panel or the High Court on any documents filed by it with the SEC, the Panel or the High Court promptly after receipt thereof, other than with respect to any such documents to the extent related to a WTW Competing Strongbridge Alternative Proposal; and (iii) to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Strongbridge Alternative Proposal. (e) If the Takeover Offer is consummated, Aon Xeris shall cause Holdco (or shall cause its designees totheir respective designees) to effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, practicable a compulsory acquisition of any WTW Strongbridge Shares under section Section 457 of the Act not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offer. (f) For clarity the avoidance of doubt and except as may be required by the Takeover Rules (and without limiting any other provision of this Agreement), nothing in this Section 3.6 shall require WTW to provide Aon with any information with respect to, or to otherwise take or fail to take any action in connection with WTW’s consideration of or response to, any actual or potential WTW Competing Proposal. (g) If the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Merger.Clause

Switching to a Takeover Offer. (a) Subject to the terms of this Section 3.6, in the event 6.1 The parties currently intend that Aon reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon may elect (subject to receiving the Panel’s consent, if required) to implement the Acquisition will be implemented by way of the Takeover Offer (rather than Scheme. However, Apex shall be entitled, with the Scheme), whether or not the Scheme Document has been posted. (b) If Aon elects to implement the Acquisition by way consent of the Takeover OfferPanel, WTW undertakes to provide Aon and its Representatives as promptly as reasonably practicable with all such information about WTW or any WTW Subsidiary (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) and to provide all such other assistance as may reasonably be required by the Takeover Rules in connection with the preparation of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representatives. (c) If Aon elects to implement the Acquisition by way of a Takeover OfferOffer rather than the Scheme (such election being a Switch) only if required, WTW agreesat any time where: (ia) that the Takeover Offer Document will contain provisions consistent with the terms and conditions set out in the Rule 2.5 Announcement, the relevant Conditions and such other further terms and conditions as agreed Sanne provides its prior written consent (including any modification thereto) between Aon and the Panel; provided, however, that the terms and conditions of the Takeover Offer shall be at least as favorable to the WTW Shareholders and the holders of WTW Options and WTW Share Awards as those which would apply in relation to the Scheme (except for the 80% acceptance condition contemplated by paragraph 9 of Appendix 3 to the Rule 2.5 AnnouncementAgreed Switch); (iib) a third party announces a firm intention to reasonably co-operate and consult with Aon in the preparation of the Takeover Offer Document make an offer (whether or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; and (iii) that, not subject to the obligations satisfaction or waiver of any pre-conditions) under Rule 2.7 of the WTW Board Code for all or part of Directors under the Takeover Rulesissued, and unless to be issued share capital of Sanne; (c) a third party announces a possible offer under Rule 2.4 of the WTW Board Code for all or part of Directors has made a WTW Change the issued, and to be issued share capital of Recommendation pursuant to and in accordance with Section 7.3, the Takeover Offer shall incorporate a recommendation to the WTW Shareholders from the WTW Board of Directors to accept the Takeover Offer and such recommendation shall not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3.Sanne; (d) If Aon elects to implement a bona fide potential offeror acquires interests in securities of Sanne; or (e) a Sanne Board Adverse Recommendation Change occurs. 6.2 In the Acquisition event of any Agreed Switch, unless otherwise agreed in writing between Apex and Sanne or required by way of the Takeover Offer in accordance with Section 3.6(a), the Parties mutually agreePanel: (ia) the Acceptance Condition shall be set at not more than seventy-five (75) per cent. of the Sanne Shares to prepare and file with, which the Offer relates (or submit to, the SEC, the Panel and the High Court, all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Takeover Rules, the Securities Act, the Exchange Act, or otherwise by applicable Law in connection with the Takeover Offer and to make any applications or initiate any appearances such higher percentage as may be required by or desirable agreed between the parties in writing after, to the High Court for the purpose of discontinuingextent necessary, cancelling or terminating the High Court proceedings initiated in connection consultation with the Scheme and, unless the WTW Board of Directors has made a WTW Change of Recommendation, each Party shall have reasonable opportunities to review and make comments on all such documents, amendments and supplements and, following good faith consideration of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicablePanel); (iib) Apex shall not take any action which would cause the Offer not to provide proceed, to lapse or to be withdrawn in each case for non-fulfilment of the other Party with any comments received from Acceptance Condition prior to the SEC, 60th day after publication of the Panel or Offer Document (as such date is construed by the High Court on any documents filed by it Code (Day 60)) and Apex shall ensure that the Offer remains open for acceptances until such time; (c) Apex shall ensure that the only conditions of the Offer shall be the Conditions (subject to replacing the Scheme Condition with the SEC, the Panel Acceptance Condition referred to in clause 6.2(a) and any other modifications or the High Court promptly after receipt thereof, other than with respect amendments to any such documents to the extent related to a WTW Competing Proposal; and (iii) to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Proposal. (e) If the Takeover Offer is consummated, Aon shall (or shall cause its designees to) effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, a compulsory acquisition of any WTW Shares under section 457 of the Act not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offer. (f) For clarity terms and except conditions as may be required by the Takeover Rules Panel or which are necessary as a result of the Agreed Switch); (d) Apex shall keep Sanne informed, on a confidential basis and without limiting any other provision on the next Business Day following receipt of a written request from Sanne, of the number of holders of Sanne Shares that have validly returned their acceptance or withdrawal forms or incorrectly completed their withdrawal or acceptance forms and the identity of such shareholders and the number of Sanne Shares to which such forms relate; and (e) the parties agree that all provisions of this Agreement)agreement (other than this clause 6) relating to the Scheme, nothing in this Section 3.6 the Scheme Document and its implementation shall require WTW apply to provide Aon with any information with respect tothe Offer, or to otherwise take or fail to take any action in connection with WTW’s consideration of or response to, any actual or potential WTW Competing Proposalthe Offer Document and its implementation mutatis mutandis. (g) If the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Merger.

Switching to a Takeover Offer. (a) Subject to the terms release of this Section 3.6the 2.5 Announcement pursuant to clause 2.1(c), in the event that Aon reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon Bidco may elect (subject to receiving with the Panel’s 's consent, if required) to implement the Acquisition by way of the a Takeover Offer (rather than the Scheme), whether or not the Scheme Document has been posted, subject to the terms of this clause 3.6, and Bidco will notify Yew Grove promptly of any such election (whether or not the implementation of any Acquisition by way of a Takeover Offer (rather than the Scheme) is subject to the consent of the Panel) made by it to implement the Acquisition by way of a Takeover Offer (rather than the Scheme). (b) If Aon Subject to the release of the 2.5 Announcement pursuant to clause 2.1(c) and save where Yew Grove has issued a Final Recommendation Change Notice, if Bidco elects to implement the Acquisition by way of the a Takeover Offer, WTW Yew Grove undertakes to provide Aon and its Representatives Bidco as promptly soon as is reasonably practicable with all such information about WTW or any WTW Subsidiary Yew Grove (including directors and their connected personsConcert Parties) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) Documents and to provide all such other assistance as may reasonably be required by the Irish Takeover Rules in connection with the preparation by Bidco of the Takeover Offer DocumentDocuments, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Yew Grove's Representatives. (c) If Aon Bidco elects to implement the Acquisition by way of a Takeover OfferOffer pursuant to this clause 3.6, WTW agreesthe Parties agree: (i) that the Takeover Offer Document Documents will contain provisions consistent in accordance with the terms and conditions set out in the Rule 2.5 Announcement, the relevant Conditions and such other further terms and conditions as are agreed (including any modification thereto) between Aon Bidco and the PanelYew Grove; provided, however, that the terms and conditions of the Takeover Offer shall will be at least as favorable favourable to the WTW Yew Grove Shareholders and the holders of WTW Options and WTW Share Awards as those which would apply in relation to the Scheme (except for the 80% an acceptance condition contemplated set at 90% of the issued and to be issued share capital of Yew Grove, which may be waived down by paragraph 9 Bidco to 50% plus one Yew Grove Share of Appendix 3 to the Rule 2.5 Announcementissued share capital of Yew Grove); (ii) to reasonably co-operate and consult with Aon in the preparation by Bidco of the Takeover Offer Document Documents or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the AcquisitionAcquisition and Bidco agrees to afford Yew Grove reasonable opportunities to review and comment on any such documents; and (iii) that, subject to the obligations of the WTW Board of Directors under the Takeover Rules, and unless the WTW Yew Grove Board of Directors has made effected a WTW Yew Grove Change of Recommendation pursuant to and clause 5.2, to incorporate in accordance with Section 7.3, the Takeover Offer shall incorporate Documents a recommendation to the WTW Shareholders holders of Yew Grove Shares from the WTW Yew Grove Board of Directors to accept the Takeover Offer Offer, and such recommendation shall will not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3clause 5.2. (d) If Aon Notwithstanding any Yew Grove Change of Recommendation, if Bidco elects to implement the Acquisition by way of the Takeover Offer in accordance with Section clause 3.6(a), the Parties mutually agree: (i) to prepare and file with, or submit to, to the SECextent necessary, the Panel and the High Court, all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Irish Takeover Rules, the Securities Act, the Exchange Act, Rules or otherwise required by applicable Law in connection with the Takeover Offer Law, and to make any applications or initiate any appearances as that may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the discontinuance of High Court proceedings initiated in connection with the Scheme andScheme, unless the WTW Board of Directors has made a WTW Change of Recommendation, and each Party shall will have reasonable opportunities to review and make comments comment on all such documents, amendments and supplements and, following good faith consideration of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable)supplements; (ii) to provide the other Party with promptly use all reasonable endeavours to discontinue any comments received from the SEC, the Panel or the High Court on any documents filed by it with the SEC, the Panel or the High Court promptly after receipt thereof, other than with respect to any such documents proceedings relating to the extent related to a WTW Competing ProposalScheme including ensuring: (A) the cancellation or indefinite postponement (as the case may be) of the Scheme Meeting before it is commenced; and (iiiB) to provide that the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related Scheme Resolution is not put to a WTW Competing Proposalvote of Yew Grove Shareholders. (e) If the Takeover Offer is consummated, Aon shall (or shall cause Bidco will use its designees to) reasonable endeavours to effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, a compulsory acquisition of any WTW Yew Grove Shares under section Section 457 of the Act not acquired in the Takeover Offer for the same consideration per share Yew Grove Share as provided for in under the Takeover Offer. (f) For clarity the avoidance of doubt and except as may be required by the Irish Takeover Rules (and without limiting any other provision of this Agreement), nothing in this Section 3.6 Agreement (save as provided in clause 5.2) shall require WTW Yew Grove to provide Aon Bidco or Slate with any information with respect to, or to otherwise take or fail to take any action in connection with WTW’s Yew Grove's consideration of or response to, any actual or potential WTW Competing Yew Grove Alternative Proposal. (g) If the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Merger.

Switching to a Takeover Offer. (a) Subject to 7.1 The parties intend as at the terms date of this Section 3.6Agreement that the Acquisition will be implemented by way of the Scheme. However, in the event that Aon reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists or▇▇▇▇▇▇ shall be entitled, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon may elect (subject to receiving consent of the Panel’s consent, if required) to implement the Acquisition by way of the Takeover Offer (rather than the SchemeScheme (such election being a Switch), whether or not the Scheme Document has been posted.only if: (a) Meggitt provides its prior written consent; (b) If Aon elects a third party announces a firm intention to implement the Acquisition by way make an offer under Rule 2.7 of the Takeover Offer, WTW undertakes to provide Aon and its Representatives as promptly as reasonably practicable with Code for all such information about WTW or any WTW Subsidiary (including directors and their connected persons) as may reasonably be required for inclusion in part of the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) issued and to provide all such other assistance as may reasonably be required by the Takeover Rules in connection with the preparation issued ordinary share capital of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representatives.Meggitt; or (c) If Aon elects to implement the Acquisition by way Meggitt Directors withdraw, adversely modify or adversely qualify the Meggitt Board Recommendation provided that, for the avoidance of doubt, the issuance of a Takeover OfferMeggitt Holding Announcement shall not constitute a withdrawal, WTW agreesadverse modification or adverse qualification of the Meggitt Board Recommendation for the purpose of this clause. 7.2 In the event of any Agreed Switch, unless otherwise agreed with Meggitt or required by the Panel: (ia) the Acceptance Condition shall be set at seventy-five (75) per cent. of the Meggitt Shares (or such lesser percentage as may be determined by ▇▇▇▇▇▇ after consultation with Meggitt and, to the extent necessary, the Panel, being in any case more than fifty (50) per cent. of the Meggitt Shares); (b) ▇▇▇▇▇▇ shall consult with Meggitt in a timely manner as to the form and content and timing of publication of any announcements (and the related form of acceptance) relating to the Agreed Switch and its implementation and any proposed changes to the timetable in relation to the implementation of the Agreed Switch; (c) ▇▇▇▇▇▇ shall prepare the Offer Document and shall consult reasonably with Meggitt in relation thereto and shall allow Meggitt a reasonably opportunity to consider the draft Offer Document for review and comment, and shall consider in good faith comments proposed by Meggitt; (d) ▇▇▇▇▇▇ agrees to seek Meggitt’s approval of the contents of the information on Meggitt contained in the Offer Document before it is published, and to afford Meggitt sufficient time to consider such document in order to give its approval of information for which Meggitt or the Meggitt Directors are taking responsibility (such approval not to be unreasonably withheld or delayed). ▇▇▇▇▇▇ shall only publish the Offer Document once the information in the Offer Document for which Meggitt or the Meggitt directors are taking responsibility is in a form satisfactory to ▇▇▇▇▇▇ and Meggitt (both acting reasonably), provided that if Meggitt does not approve the Offer Document within 28 days from the date of the Agreed Switch, ▇▇▇▇▇▇ shall be entitled to publish the Offer Document containing only information required by Rule 24 of the Code and excluding such information as may be approved by the Panel; (e) ▇▇▇▇▇▇ shall not take any action which would cause the Takeover Offer not to proceed, to lapse or to be withdrawn, in each case for non-fulfilment of any Condition, prior to midnight on Day 60 (including, without limitation, by publishing any acceptance condition invocation notice under Rule 31.6 of the Code or specifying in the Offer Document an unconditional date which is earlier than Day 60) and ▇▇▇▇▇▇ shall ensure that the Takeover Offer remains open for acceptance until such time; (f) ▇▇▇▇▇▇ shall not, without the prior written consent of Meggitt, make any acceleration statement (as defined in the Code) unless (i) all of the Conditions (other than the Acceptance Condition) have been satisfied or waived (if capable of waiver); (ii) the acceleration statement contains no right for ▇▇▇▇▇▇ to set the statement aside (except with Meggitt consent and/or in the circumstances envisaged by note 2 or 3 to Rule 31.5); and (iii) ▇▇▇▇▇▇ undertakes to Meggitt not to take any action or step otherwise to set the acceleration statement aside; (g) if at any time following the publication of the Offer Document will contain provisions consistent it is reasonably expected that any outstanding Regulatory Conditions are not likely to be satisfied or waived (if capable of waiver) prior to the last date permitted under Rule 31.1 of the Code, ▇▇▇▇▇▇ shall, before the 30th day after the publication of the Offer Document (or such later date as Meggitt may agree), consult with Meggitt as to whether the offer timetable should be suspended in accordance with Rule 31.4 or (if Day 39 has passed) Day 60 should be extended in accordance with Rule 31.3 of the Code (or, if applicable, further suspended or extended) and, if required by Meggitt, shall request such suspension or extension to a date agreed with Meggitt and the Panel, provided always that such extended date (as, if applicable, it may be further extended) shall be no later than the Long Stop Date; (h) ▇▇▇▇▇▇ shall ensure that the Takeover Offer is made on the same terms and conditions as those set out in the Rule 2.5 AnnouncementAnnouncement (those terms including, for the avoidance of doubt, the relevant Conditions commitments and such other further terms intention statements set out paragraphs 9 and conditions as agreed (including any modification thereto10 of the Announcement) between Aon and the Panel; provided, however, that the terms and only conditions of to the Takeover Offer shall be at least as favorable the Conditions (subject to the WTW Shareholders and the holders of WTW Options and WTW Share Awards as those which would apply in relation to replacing the Scheme (except for the 80% acceptance condition contemplated by paragraph 9 of Appendix 3 to the Rule 2.5 Announcement); (ii) to reasonably co-operate and consult with Aon in the preparation of the Takeover Offer Document or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; and (iii) that, subject to the obligations of the WTW Board of Directors under the Takeover Rules, and unless the WTW Board of Directors has made a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, the Takeover Offer shall incorporate a recommendation to the WTW Shareholders from the WTW Board of Directors to accept the Takeover Offer and such recommendation shall not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3. (d) If Aon elects to implement the Acquisition by way of the Takeover Offer in accordance with Section 3.6(a), the Parties mutually agree: (i) to prepare and file with, or submit to, the SEC, the Panel and the High Court, all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Takeover Rules, the Securities Act, the Exchange Act, or otherwise by applicable Law in connection Conditions with the Takeover Offer and Acceptance Condition referred to make any applications or initiate any appearances as may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the High Court proceedings initiated in connection with the Scheme andclause 7.2(a)), unless the WTW Board of Directors has made a WTW Change of Recommendation, each Party shall have reasonable opportunities to review and make comments on all such documents, amendments and supplements and, following good faith consideration of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned parties agree otherwise in writing or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable); (ii) to provide the other Party with any comments received from the SEC, the Panel modification or the High Court on any documents filed by it with the SEC, the Panel or the High Court promptly after receipt thereof, other than with respect amendments to any such documents to the extent related to a WTW Competing Proposal; and (iii) to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Proposal. (e) If the Takeover Offer is consummated, Aon shall (or shall cause its designees to) effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, a compulsory acquisition of any WTW Shares under section 457 of the Act not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offer. (f) For clarity terms and except Conditions as may be required by the Panel; and (i) ▇▇▇▇▇▇ shall keep Meggitt informed, on a confidential basis on the next Business Day following receipt of a written request from Meggitt, of the number of Meggitt Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms, the identity of such shareholders and the number of Meggitt Shares to which such forms relate. 7.3 In the event of any Agreed Switch, the parties agree that all provisions of this Agreement relating to the Scheme and its implementation shall apply to the Takeover Rules Offer or its implementation mutatis mutandis. 7.4 For the avoidance of doubt, the parties agree that in the event of any Switch, for so long as this Agreement is in force, all provisions of this Agreement shall continue to apply (including, for the avoidance of doubt, clause 4) save as set out in this clause 7. 7.5 ▇▇▇▇▇▇ hereby represents and without limiting warrants that neither it nor any other provision member of its Group is, as at the date of this Agreement), nothing and undertakes that (for so long as this Agreement is in force and during the period prior to the satisfaction or, where applicable, waiver of the Regulatory Conditions) neither it nor any member of its Group shall become, following the date of this Section 3.6 Agreement, required to make a mandatory offer for Meggitt pursuant to Rule 9 of the Code. For the avoidance of any doubt, if ▇▇▇▇▇▇ or any member of the ▇▇▇▇▇▇ Group proposes to incur an obligation to make a mandatory offer for Meggitt pursuant to Rule 9 during the offer period commenced by the publication of the Announcement in accordance with the provisions of the foregoing sentence, then, notwithstanding the foregoing clauses 7.1 to 7.3, that proposal shall require WTW to provide Aon with any information with respect to, or to otherwise take or fail to take any action in connection with WTW’s consideration the prior written consent of or response to, any actual or potential WTW Competing ProposalMeggitt (and the Panel). (g) If the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Merger.

Switching to a Takeover Offer. (a) Subject to 7.1 The parties currently intend that the terms Acquisition will be implemented by way of this Section 3.6the Scheme. However, in the event that Aon reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists orBidco shall be entitled, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon may elect (subject to receiving consent of the Panel’s consent, if required) to implement the Acquisition by way of the Takeover Offer (rather than the Scheme), whether or not the Scheme Document has been posted.(such election being a "Switch") if (but only if): (a) Augean provides its prior written consent; (b) If Aon elects a third party announces a firm intention to implement make an offer for the Acquisition by way of the Takeover Offer, WTW undertakes to provide Aon and its Representatives as promptly as reasonably practicable with all such information about WTW or any WTW Subsidiary (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) issued and to provide all such other assistance as may reasonably be required issued ordinary share capital of Augean which is recommended by the Takeover Rules in connection with the preparation of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representatives.Augean Board; (c) If Aon elects to implement the Acquisition by way of a Takeover Offer, WTW agreesAugean Board: (i) that withdraws, qualifies or adversely modifies the Takeover Offer Document will contain provisions consistent with Augean Board Recommendation; (ii) does not include the terms and conditions Augean Board Recommendation in the Scheme Document; (iii) prior to the publication of the Scheme Document, withdraws, qualifies or adversely modifies its intention to make the Augean Board Recommendation in the Scheme Document; or (d) (I) the Court Meeting and/or the Augean General Meeting are or is not held on or before the 22nd day after the expected date of such meetings as set out in the Rule 2.5 Scheme Document (or, if different, the document(s) convening the Court Meeting and/or Augean General Meeting (as applicable), including, where delayed pursuant to paragraph (i) below, the supplementary circular) (or such later date as may be agreed in writing between the parties with the consent of the Panel and the approval of the Court (if such approval is required)) or either or both of the Court Meeting and/or the Augean General Meeting (as applicable) is adjourned, adjourned, or (II) the Court Hearing is not held on or before the 22nd day after the expected date of the Court Hearing as set out in the Scheme Document (or such later date as may, with the consent of the Panel, be agreed by the Bidder and RPC and the Court may allow), unless: (i) a supplementary circular is required to be published in connection with the Scheme, and, as a result, the Court Meeting and the Augean General Meeting cannot be held by such date in compliance with the Code and other Law, provided that Augean has used reasonable endeavours to publish the supplementary circular as soon as reasonably practicable after the date on which the requirement to publish a supplementary circular arises; or (ii) Bidco has committed a breach of clause 4 and such breach has caused the delay; or (iii) Bidco announces, as referred to in paragraph 1 of Part B of Appendix 1 to the Announcement, that it has waived the relevant Conditions deadline, in which case the provisions of this clause 7.1(d) shall apply to the new deadline referred to in such announcement (if any). 7.2 In the event of any Switch, unless otherwise agreed with Augean or required by the Panel: (a) Bidco shall: (i) discuss any announcements relating to the Switch and such other further terms its implementation and conditions any proposed changes to the timetable in relation to the implementation of the Switch with Augean in a timely manner; (ii) prepare, as agreed soon as reasonably practicable, the Offer Document and related form of acceptance; (including any modification theretoiii) between Aon consult with Augean as to the timing of the publication of the Offer Document and the form of acceptance; and (iv) consult with Augean as to the form and content of the Offer Document and the form of acceptance; (b) the Acceptance Condition shall be set at 75 per cent of the Augean Shares to which the Takeover Offer relates (or such lesser percentage as may be agreed between the parties, after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent of the Augean Shares to which the Takeover Offer relates); (c) Bidco shall not, and shall procure that no member of the Bidco Group shall: (i) make (or otherwise be treated by the Panel as having made) an acceleration statement (as referred to in Rule 31.5 of the Code) earlier than 14 days prior to Day 60; providedor (ii) publish (or otherwise be treated by the Panel as having published) an acceptance condition invocation notice (as referred to in Rule 31.6 of the Code) earlier than 14 days prior to Day 60; (d) where a material official authorisation or regulatory clearance remains outstanding: (i) Bidco shall consult with Augean to ensure that appropriate steps are taken to suspend the offer timetable by 5.00 p.m. on the second day prior to Day 39 (including, howeverif applicable, making a joint request to the Panel pursuant to Rule 31.4(a)(i) of the Code in respect of such a suspension); and (ii) Bidco shall not, without the consent of Augean, request that the terms and Panel suspends the offer timetable in accordance with Rule 31.4(a)(ii) of the Code; (e) Bidco shall ensure that the only conditions of to the Takeover Offer shall be at least as favorable to the WTW Shareholders and the holders of WTW Options and WTW Share Awards as those which would apply in relation to the Scheme (except for the 80% acceptance condition contemplated by paragraph 9 of Appendix 3 to the Rule 2.5 Announcement); (ii) to reasonably co-operate and consult with Aon in the preparation of the Takeover Offer Document or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; and (iii) thatConditions, subject to replacing the obligations of Scheme Conditions with the WTW Board of Directors under the Takeover Rules, Acceptance Condition and unless the WTW Board of Directors has made a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, the Takeover Offer shall incorporate a recommendation any other modifications or amendments to the WTW Shareholders from the WTW Board of Directors to accept the Takeover Offer and such recommendation shall not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3. (d) If Aon elects to implement the Acquisition by way of the Takeover Offer in accordance with Section 3.6(a), the Parties mutually agree: (i) to prepare and file with, or submit to, the SEC, the Panel and the High Court, all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Takeover Rules, the Securities Act, the Exchange Act, or otherwise by applicable Law in connection with the Takeover Offer and to make any applications or initiate any appearances as may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the High Court proceedings initiated in connection with the Scheme and, unless the WTW Board of Directors has made a WTW Change of Recommendation, each Party shall have reasonable opportunities to review and make comments on all such documents, amendments and supplements and, following good faith consideration of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable); (ii) to provide the other Party with any comments received from the SEC, the Panel or the High Court on any documents filed by it with the SEC, the Panel or the High Court promptly after receipt thereof, other than with respect to any such documents to the extent related to a WTW Competing Proposal; and (iii) to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Proposal. (e) If the Takeover Offer is consummated, Aon shall (or shall cause its designees to) effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, a compulsory acquisition of any WTW Shares under section 457 of the Act not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offer. (f) For clarity and except Conditions as may be required by the Takeover Rules Panel or agreed in writing between the parties; (f) Bidco shall keep Augean informed, on a confidential basis within two Business Days following receipt of a written request from Augean, of the number of Augean Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms, the identity of such shareholders and without limiting any other provision the number of this Agreement), nothing in this Section 3.6 shall require WTW Augean Shares to provide Aon with any information with respect to, or to otherwise take or fail to take any action in connection with WTW’s consideration of or response to, any actual or potential WTW Competing Proposal.which such forms relate; and (g) If all provisions of this agreement relating to the Scheme and its implementation shall apply to the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Mergeror its implementation mutatis mutandis.

Switching to a Takeover Offer. (a) Subject to 7.1 The parties currently intend that the terms Acquisition will be implemented by way of this Section 3.6the Scheme. However, in the event that Aon reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists orGXO shall be entitled, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon may elect (subject to receiving consent of the Panel’s consent, if required) to implement the Acquisition by way of the Takeover Offer (rather than the SchemeScheme (such election being a Switch) if: (a) Clipper provides its prior written consent (an Agreed Switch), whether or not the Scheme Document has been posted.in which case clause 7.2 shall apply; (b) If Aon elects a third party announces a firm intention to implement the Acquisition by way of the Takeover Offer, WTW undertakes to provide Aon and its Representatives as promptly as reasonably practicable with all such information about WTW make a Competing Proposal which is recommended in whole or any WTW Subsidiary (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) and to provide all such other assistance as may reasonably be required part by the Takeover Rules in connection with the preparation of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representatives.Clipper Board; (c) If Aon elects to implement a third party announces that it is considering making a Competing Proposal, or either Clipper or GXO notifies the Acquisition by way other that it is aware of the existence of a Takeover Offerbona fide potential offeror (within the meaning of Rule 21.3 of the Code) for all or part of the issued and to be issued ordinary share capital of Clipper provided that GXO consults with Clipper prior to making the Switch in such circumstances; (d) the Clipper Directors withdraw, WTW agreesadversely modify or adversely qualify the Clipper Board Recommendation; or (e) Clipper adjourns one or more of the Court Meeting, the Clipper General Meeting or the Court Hearing, in each case without prior written consent of GXO. 7.2 In the event of any Agreed Switch, unless otherwise agreed with Clipper or required by the Panel: (ia) that the Acceptance Condition shall be set at seventy five (75) per cent of the Clipper Shares to which the Takeover Offer Document will contain provisions consistent relates (or such lesser percentage as may be determined by GXO after, to the extent necessary, consultation with the terms and conditions set out Panel, being in any case more than fifty (50) per cent) of the Rule 2.5 Announcement, the relevant Conditions and such other further terms and conditions as agreed Clipper Shares); (including any modification theretob) between Aon and the Panel; provided, however, GXO shall ensure that the terms and only conditions of to the Takeover Offer shall be at least as favorable to the WTW Shareholders and the holders of WTW Options and WTW Share Awards as those which would apply in relation to the Scheme (except for the 80% acceptance condition contemplated by paragraph 9 of Appendix 3 to the Rule 2.5 Announcement); (ii) to reasonably co-operate and consult with Aon in the preparation of the Takeover Offer Document or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the AcquisitionConditions; and (iiic) that, subject to the obligations of the WTW Board of Directors under the Takeover Rules, and unless the WTW Board of Directors has made a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, GXO shall not declare the Takeover Offer shall incorporate a recommendation unconditional as to acceptances prior to the WTW Shareholders from 60th day after publication of the WTW Board of Directors to accept Offer Document (or such later date as may be the last date for the Takeover Offer and such recommendation shall not subsequently to be withdrawndeclared unconditional as to acceptances including, adversely modified without limitation, by publishing an acceptance condition invocation notice under Rule 31.6 of the Code) (Day 60) unless all of the remaining Conditions either: (i) have been satisfied or qualified except as contemplated by Section 7.3.waived (if capable of waiver); or (ii) are reasonably expected to be satisfied or waived (if capable of waiver) prior to the last date permitted under Rule 31.7 of the Code; (d) If Aon elects to implement if at any time following the Acquisition by way publication of the Takeover Offer Document it is reasonably expected that any outstanding Condition is not likely to be satisfied or waived (if capable of waiver) prior to the last date permitted under Rule 31.1 of the Code, GXO shall, before the 30th day after the publication of the Offer Document (or such later date as Clipper may agree), consult with Clipper and the Panel as to whether the offer timetable should be suspended in accordance with Section 3.6(a)Rule 31.4 or (if Day 39 has passed) an extension to Day 60 should be extended in accordance with Rule 31.3 (or, the Parties mutually agree: (iif applicable, further suspended or extended) to prepare a date agreed with Clipper and file with, or submit to, the SEC, the Panel and provided always that such extended date shall be no later than the High Court, all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Takeover Rules, the Securities Act, the Exchange Act, or otherwise by applicable Law in connection with the Takeover Offer and to make any applications or initiate any appearances as may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the High Court proceedings initiated in connection with the Scheme and, unless the WTW Board of Directors has made a WTW Change of Recommendation, each Party shall have reasonable opportunities to review and make comments on all such documents, amendments and supplements and, following good faith consideration of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable)Long Stop Date; (ii) to provide the other Party with any comments received from the SEC, the Panel or the High Court on any documents filed by it with the SEC, the Panel or the High Court promptly after receipt thereof, other than with respect to any such documents to the extent related to a WTW Competing Proposal; and (iii) to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Proposal. (e) If GXO shall keep Clipper informed, on a confidential basis on the next Business Day following receipt of a written request from Clipper, of the number of Clipper Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms, the identity of such shareholders and the number of Clipper Shares to which such forms relate. 7.3 In the event of any Switch: (a) the parties agree that all provisions of this Agreement shall continue to apply save as set out in this clause 7.3 ; (b) the parties agree that all provisions of this Agreement relating to the Scheme and its implementation shall apply to the Takeover Offer is consummated, Aon shall (or shall cause its designees to) effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, a compulsory acquisition of any WTW Shares under section 457 of the Act not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offer. (f) For clarity and except as may be required by the Takeover Rules (and without limiting any other provision of this Agreement), nothing in this Section 3.6 shall require WTW to provide Aon with any information with respect to, or to otherwise take or fail to take any action in connection with WTW’s consideration of or response to, any actual or potential WTW Competing Proposal. (g) If the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Merger.implementation mutatis mutandis;

Switching to a Takeover Offer. (a) Subject to 7.1 The parties intend as at the terms date of this Section 3.6Agreement that the Acquisition will be implemented by way of the Scheme. However, in the event that Aon reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists or▇▇▇▇▇▇ shall be entitled, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon may elect (subject to receiving consent of the Panel’s consent, if required) to implement the Acquisition by way of the Takeover Offer (rather than the SchemeScheme (such election being a Switch), whether or not the Scheme Document has been posted.only if: (a) Meggitt provides its prior written consent; (b) If Aon elects a third party announces a firm intention to implement the Acquisition by way make an offer under Rule 2.7 of the Takeover Offer, WTW undertakes to provide Aon and its Representatives as promptly as reasonably practicable with Code for all such information about WTW or any WTW Subsidiary (including directors and their connected persons) as may reasonably be required for inclusion in part of the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) issued and to provide all such other assistance as may reasonably be required by the Takeover Rules in connection with the preparation issued ordinary share capital of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representatives.Meggitt; or (c) If Aon elects to implement the Acquisition by way Meggitt Directors withdraw, adversely modify or adversely qualify the Meggitt Board Recommendation provided that, for the avoidance of doubt, the issuance of a Takeover OfferMeggitt Holding Announcement shall not constitute a withdrawal, WTW agreesadverse modification or adverse qualification of the Meggitt Board Recommendation for the purpose of this clause. 7.2 In the event of any Agreed Switch, unless otherwise agreed with Meggitt or required by the Panel: (ia) the Acceptance Condition shall be set at seventy-five (75) per cent. of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or such lesser percentage as may be determined by ▇▇▇▇▇▇ after consultation with Meggitt and, to the extent necessary, the Panel, being in any case more than fifty (50) per cent. of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇); (b) ▇▇▇▇▇▇ shall consult with Meggitt in a timely manner as to the form and content and timing of publication of any announcements (and the related form of acceptance) relating to the Agreed Switch and its implementation and any proposed changes to the timetable in relation to the implementation of the Agreed Switch; (c) ▇▇▇▇▇▇ shall prepare the Offer Document and shall consult reasonably with Meggitt in relation thereto and shall allow Meggitt a reasonably opportunity to consider the draft Offer Document for review and comment, and shall consider in good faith comments proposed by Meggitt; (▇) ▇▇▇▇▇▇ agrees to seek ▇▇▇▇▇▇▇’▇ approval of the contents of the information on Meggitt contained in the Offer Document before it is published, and to afford Meggitt sufficient time to consider such document in order to give its approval of information for which Meggitt or the Meggitt Directors are taking responsibility (such approval not to be unreasonably withheld or delayed). ▇▇▇▇▇▇ shall only publish the Offer Document once the information in the Offer Document for which Meggitt or the Meggitt directors are taking responsibility is in a form satisfactory to ▇▇▇▇▇▇ and Meggitt (both acting reasonably), provided that if Meggitt does not approve the Offer Document within 28 days from the date of the Agreed Switch, ▇▇▇▇▇▇ shall be entitled to publish the Offer Document containing only information required by Rule 24 of the Code and excluding such information as may be approved by the Panel; (e) ▇▇▇▇▇▇ shall not take any action which would cause the Takeover Offer not to proceed, to lapse or to be withdrawn, in each case for non-fulfilment of any Condition, prior to midnight on Day 60 (including, without limitation, by publishing any acceptance condition invocation notice under Rule 31.6 of the Code or specifying in the Offer Document an unconditional date which is earlier than Day 60) and ▇▇▇▇▇▇ shall ensure that the Takeover Offer remains open for acceptance until such time; (f) ▇▇▇▇▇▇ shall not, without the prior written consent of Meggitt, make any acceleration statement (as defined in the Code) unless (i) all of the Conditions (other than the Acceptance Condition) have been satisfied or waived (if capable of waiver); (ii) the acceleration statement contains no right for ▇▇▇▇▇▇ to set the statement aside (except with Meggitt consent and/or in the circumstances envisaged by note 2 or 3 to Rule 31.5); and (iii) ▇▇▇▇▇▇ undertakes to Meggitt not to take any action or step otherwise to set the acceleration statement aside; (g) if at any time following the publication of the Offer Document will contain provisions consistent it is reasonably expected that any outstanding Regulatory Conditions are not likely to be satisfied or waived (if capable of waiver) prior to the last date permitted under Rule 31.1 of the Code, ▇▇▇▇▇▇ shall, before the 30th day after the publication of the Offer Document (or such later date as Meggitt may agree), consult with Meggitt as to whether the offer timetable should be suspended in accordance with Rule 31.4 or (if Day 39 has passed) Day 60 should be extended in accordance with Rule 31.3 of the Code (or, if applicable, further suspended or extended) and, if required by Meggitt, shall request such suspension or extension to a date agreed with Meggitt and the Panel, provided always that such extended date (as, if applicable, it may be further extended) shall be no later than the Long Stop Date; (h) ▇▇▇▇▇▇ shall ensure that the Takeover Offer is made on the same terms and conditions as those set out in the Rule 2.5 AnnouncementAnnouncement (those terms including, for the avoidance of doubt, the relevant Conditions commitments and such other further terms intention statements set out paragraphs 9 and conditions as agreed (including any modification thereto10 of the Announcement) between Aon and the Panel; provided, however, that the terms and only conditions of to the Takeover Offer shall be at least as favorable the Conditions (subject to the WTW Shareholders and the holders of WTW Options and WTW Share Awards as those which would apply in relation to replacing the Scheme (except for the 80% acceptance condition contemplated by paragraph 9 of Appendix 3 to the Rule 2.5 Announcement); (ii) to reasonably co-operate and consult with Aon in the preparation of the Takeover Offer Document or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; and (iii) that, subject to the obligations of the WTW Board of Directors under the Takeover Rules, and unless the WTW Board of Directors has made a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, the Takeover Offer shall incorporate a recommendation to the WTW Shareholders from the WTW Board of Directors to accept the Takeover Offer and such recommendation shall not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3. (d) If Aon elects to implement the Acquisition by way of the Takeover Offer in accordance with Section 3.6(a), the Parties mutually agree: (i) to prepare and file with, or submit to, the SEC, the Panel and the High Court, all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Takeover Rules, the Securities Act, the Exchange Act, or otherwise by applicable Law in connection Conditions with the Takeover Offer and Acceptance Condition referred to make any applications or initiate any appearances as may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the High Court proceedings initiated in connection with the Scheme andclause 7.2(a)), unless the WTW Board of Directors has made a WTW Change of Recommendation, each Party shall have reasonable opportunities to review and make comments on all such documents, amendments and supplements and, following good faith consideration of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned parties agree otherwise in writing or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable); (ii) to provide the other Party with any comments received from the SEC, the Panel modification or the High Court on any documents filed by it with the SEC, the Panel or the High Court promptly after receipt thereof, other than with respect amendments to any such documents to the extent related to a WTW Competing Proposal; and (iii) to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Proposal. (e) If the Takeover Offer is consummated, Aon shall (or shall cause its designees to) effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, a compulsory acquisition of any WTW Shares under section 457 of the Act not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offer. (f) For clarity terms and except Conditions as may be required by the Panel; and (i) ▇▇▇▇▇▇ shall keep Meggitt informed, on a confidential basis on the next Business Day following receipt of a written request from Meggitt, of the number of Meggitt Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms, the identity of such shareholders and the number of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ to which such forms relate. 7.3 In the event of any Agreed Switch, the parties agree that all provisions of this Agreement relating to the Scheme and its implementation shall apply to the Takeover Rules Offer or its implementation mutatis mutandis. 7.4 For the avoidance of doubt, the parties agree that in the event of any Switch, for so long as this Agreement is in force, all provisions of this Agreement shall continue to apply (including, for the avoidance of doubt, clause 4) save as set out in this clause 7. 7.5 ▇▇▇▇▇▇ hereby represents and without limiting warrants that neither it nor any other provision member of its Group is, as at the date of this Agreement), nothing and undertakes that (for so long as this Agreement is in force and during the period prior to the satisfaction or, where applicable, waiver of the Regulatory Conditions) neither it nor any member of its Group shall become, following the date of this Section 3.6 Agreement, required to make a mandatory offer for Meggitt pursuant to Rule 9 of the Code. For the avoidance of any doubt, if ▇▇▇▇▇▇ or any member of the ▇▇▇▇▇▇ Group proposes to incur an obligation to make a mandatory offer for Meggitt pursuant to Rule 9 during the offer period commenced by the publication of the Announcement in accordance with the provisions of the foregoing sentence, then, notwithstanding the foregoing clauses 7.1 to 7.3, that proposal shall require WTW to provide Aon with any information with respect to, or to otherwise take or fail to take any action in connection with WTW’s consideration the prior written consent of or response to, any actual or potential WTW Competing ProposalMeggitt (and the Panel). (g) If the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Merger.

Switching to a Takeover Offer. (a) Subject to the terms of this Section 3.6, in the event 6.1. The parties currently intend that Aon reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon may elect (subject to receiving the Panel’s consent, if required) to implement the Acquisition will be implemented by way of the Takeover Offer (rather than Scheme. However, to the Scheme)extent permitted pursuant to applicable Law, whether or not Gran Tierra Energy Inc. shall be entitled, with the Scheme Document has been posted. (b) If Aon elects to implement the Acquisition by way consent of the Takeover OfferPanel, WTW undertakes to provide Aon and its Representatives as promptly as reasonably practicable with all such information about WTW or any WTW Subsidiary (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) and to provide all such other assistance as may reasonably be required by the Takeover Rules in connection with the preparation of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representatives. (c) If Aon elects to implement the Acquisition by way of a Takeover OfferOffer rather than the Scheme (such election being a Switch) if (but only if): (a) i3 Energy Plc provides its prior written consent; (b) a i3 Energy Plc Board Adverse Recommendation Change occurs; or (c) a Competing Proposal is announced under Rule 2.7 of the Code or i3 Energy Plc announces that it or any member of its Group has entered into one or more legally binding agreements (whether or not subject to conditions) to effect a Competing Proposal. 6.2. In the event of an Agreed Switch, WTW agreesunless otherwise agreed with i3 Energy Plc or required by the Panel: (a) Gran Tierra Energy Inc. shall: (i) discuss any announcements relating to the Agreed Switch and its implementation and any proposed changes to the timetable in relation to the implementation of the Switch with i3 Energy Plc in a timely manner; (ii) prepare, as soon as reasonably practicable, the Offer Document and related form of acceptance; (iii) consult with i3 Energy Plc as to the timing of the publication of the Offer Document and the form of acceptance; and (iv) consult with i3 Energy Plc as to the form and content of the Offer Document and the form of acceptance allowing i3 Energy Plc a reasonable opportunity to consider the draft Offer Document for review and comment; (b) the Acceptance Condition shall be set at 90 per cent of the i3 Energy Plc Shares to which the Takeover Offer relates (or such lesser percentage as may be agreed between the parties, after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent of the i3 Energy Plc Shares to which the Takeover Offer relates); (c) Gran Tierra Energy Inc. shall not, and shall procure that no member of the Gran Tierra Energy Inc. Group shall: (i) make (or otherwise be treated by the Panel as having made) an acceleration statement (as referred to in Rule 31.5 of the Code) earlier than 14 days prior to Day 60; or (ii) publish (or otherwise be treated by the Panel as having published) an acceptance condition invocation notice (as referred to in Rule 31.6 of the Code) earlier than 14 days prior to Day 60; (d) where a material official authorisation or regulatory clearance remains outstanding, Gran Tierra Energy Inc. shall ensure that appropriate steps are taken to suspend the offer timetable by 5.00 p.m. on the second day prior to Day 39; (e) Gran Tierra Energy Inc. shall ensure that the Takeover Offer Document will contain provisions consistent with is made on substantially the terms and conditions same terms, so far as applicable, as those set out in the Rule 2.5 Announcement, the relevant Conditions subject to appropriate amendments and such other further terms and conditions as agreed (including any modification thereto) between Aon and the Panel; provided, however, shall ensure that the terms and only conditions of to the Takeover Offer shall be at least as favorable the Conditions and those required by applicable Law, subject to replacing the Scheme Conditions with the Acceptance Condition and any other modifications or amendments to the WTW Shareholders and Conditions as may be required by the holders of WTW Options and WTW Share Awards as those which would apply Panel, agreed in relation to writing between the Scheme (except for the 80% acceptance condition contemplated parties or required by paragraph 9 of Appendix 3 to the Rule 2.5 Announcement)applicable Law; (iif) to Gran Tierra Energy Inc. shall keep i3 Energy Plc informed, on a regular and confidential basis (and in any event as soon as reasonably co-operate and consult with Aon in the preparation practicable following a written request from i3 Energy Plc) of the Takeover Offer Document number of i3 Energy Plc Shareholders that have validly returned their acceptance or any other document withdrawal forms or filing (including any necessary prospectus in respect incorrectly completed their acceptance or withdrawal forms, the identity of such shareholders and the Scheme Consideration) number of i3 Energy Plc Shares to which is required for the purposes of implementing the Acquisitionsuch forms relate; and (iiig) that, subject all provisions of this agreement relating to the obligations of the WTW Board of Directors under the Takeover Rules, Scheme and unless the WTW Board of Directors has made a WTW Change of Recommendation pursuant its implementation shall apply to and in accordance with Section 7.3, the Takeover Offer shall incorporate a recommendation to the WTW Shareholders from the WTW Board of Directors to accept the Takeover Offer and such recommendation shall not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3its implementation mutatis mutandis. 6.3. In the event of an Agreed Switch, unless otherwise agreed with Gran Tierra Energy Inc. or required by the Panel: (da) If Aon elects to implement the Acquisition by way of the Takeover Offer in accordance with Section 3.6(a), the Parties mutually agreei3 Energy Plc shall: (i) to prepare and file withthe extent permitted by applicable Law, take all actions necessary to reduce the statutory offer period or submit to, similar concept of the SEC, Takeover Offer to the Panel and shortest permitted time period; and (ii) consult with Gran Tierra Energy Inc. as to the High Court, all documents, amendments and supplements timing of the publication or dissemination of any document or documents required to be prepared, filed therewith or submitted thereto pursuant and/or delivered to any person (including the Takeover Rules, the Securities Act, the Exchange Act, or otherwise i3 Energy Plc Shareholders) by applicable Law i3 Energy Plc in connection with the Takeover Offer or as a result of the publication or, dissemination of the Offer Document and to make any applications or initiate any appearances consult with Gran Tierra Energy Inc. as may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the High Court proceedings initiated in connection with the Scheme and, unless the WTW Board of Directors has made a WTW Change of Recommendation, each Party shall have reasonable opportunities to review form and make comments on all such documents, amendments and supplements and, following good faith consideration content of such comments by the other Party and approval of such document or documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable); (ii) to provide the other Party with any comments received from the SEC, the Panel or the High Court on any documents filed by it with the SEC, the Panel or the High Court promptly after receipt thereof, other than with respect to any such documents to the extent related to a WTW Competing Proposal; and (iii) to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Proposal. (e) If the Takeover Offer is consummated, Aon shall (or shall cause its designees to) effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, a compulsory acquisition of any WTW Shares under section 457 of the Act not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offer. (f) For clarity and except as may be required by the Takeover Rules (and without limiting any other provision of this Agreement), nothing in this Section 3.6 shall require WTW to provide Aon with any information with respect to, or to otherwise take or fail to take any action in connection with WTW’s consideration of or response to, any actual or potential WTW Competing Proposal. (g) If the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Merger.

Switching to a Takeover Offer. (a) Subject to the terms of this Section 3.6, in the event that Aon reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon Bidder and/or Bidco may elect (subject to receiving with the Panel’s consent, if required) to implement the Acquisition by way of the a Takeover Offer (rather than the Scheme), whether or not the Scheme Document has been posted. , subject to the terms of this Clause 3.6, and Bidder and/or Bidco will notify Target of any such election (bwhether or not the implementation of any Acquisition by way of a Takeover Offer (rather than the Scheme) If Aon elects is subject to the consent of the Panel) made by it to implement the Acquisition by way of a Takeover Offer (rather than the Scheme). (b) Save where Target has issued a Final Recommendation Change Notice, if Bidder and/or Bidco elect to implement the Acquisition by way of a Takeover Offer, WTW Target undertakes to provide Aon and its Representatives Bidder and/or Bidco as promptly soon as is reasonably practicable with all such information about WTW or any WTW Subsidiary Target (including directors and their connected personsConcert Parties) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) Documents and to provide all such other assistance as may reasonably be required by the Irish Takeover Rules in connection with the preparation by ▇▇▇▇▇▇ and/or Bidco of the Takeover Offer DocumentDocuments, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Target’s Representatives. (c) If Aon Bidder and/or Bidco elects to implement the Acquisition by way of a Takeover Offer, WTW agreesthe Parties agree: (i) unless otherwise set out in this Agreement, all provisions hereto relating to the Acquisition being implemented as a Scheme shall, to the extent relevant to a Takeover Offer, apply mutatis mutandis (without the need for the Parties to enter into any amendment agreement) such that the Parties’ rights and obligations under this Agreement shall be deemed to apply (insofar as possible) in a manner that is commensurate with the Acquisition being implemented by means of a Takeover Offer; and (ii) that the Takeover Offer Document Documents will contain provisions consistent and conditions to the implementation of the Takeover Offer in accordance with and, in the aggregate, no more onerous than, the terms and conditions set out in the Rule 2.5 2.7 Announcement, the relevant Conditions and such other further terms and conditions as are agreed (including any modification thereto) between Aon Bidder, Bidco and Target or as may be required by the Panel; provided, however, that the terms and conditions of the Takeover Offer shall will be at least as favorable favourable to the WTW Target Shareholders and (except for an acceptance condition which may be set by Bidder and/or Bidco at eighty per cent (80%) of the holders nominal value of WTW Options and WTW Share Awards the Target Shares to which such an offer relates as those which that would apply in relation to the Scheme (except for the 80% acceptance condition contemplated by paragraph 9 of Appendix 3 to the Rule 2.5 AnnouncementScheme); (iiiii) unless the Target Board has effected a Target Change of Recommendation under Clause 5.2, to reasonably co-operate and consult with Aon in the preparation by Bidder and/or Bidco of the Takeover Offer Document Documents or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; and (iiiiv) that, subject to the obligations of the WTW Board of Directors under the Takeover Rules, and unless the WTW Target Board of Directors has made effected a WTW Target Change of Recommendation pursuant under Clause 5.2, to and incorporate in accordance with Section 7.3, the Takeover Offer shall incorporate Documents a recommendation to the WTW Shareholders holders of Target Shares from the WTW Target Board of Directors to accept the Takeover Offer Offer, and such recommendation shall will not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3Clause 5.2. (d) If Aon elects Notwithstanding any Target Change of Recommendation, if Bidder and/or Bidco elect to implement the Acquisition by way of the a Takeover Offer in accordance with Section Clause 3.6(a), the Parties mutually agree: (i) to prepare and file with, or submit to, to the SECextent necessary, the Panel Panel, the SEC and the High Court, all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to under the Irish Takeover Rules, the Securities Act, the Exchange Act, Act or otherwise required by applicable Law in connection with the Takeover Offer Law, and to make any applications or initiate any appearances as that may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the discontinuance of High Court proceedings initiated in connection with the Scheme andScheme, unless the WTW Board of Directors has made a WTW Change of Recommendation, and each Party shall will have reasonable opportunities to review and make comments comment on all such documents, amendments and supplements and, following good faith consideration of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable)supplements; (ii) to provide the other Party with any comments received from the SEC, the Panel or the High Court on any documents filed by it with the SEC, the Panel or the High Court promptly after receipt thereof, other than with respect to any such documents to the extent related to a WTW Competing Target Alternative Proposal; and; (iii) to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Target Alternative Proposal; and (iv) to promptly use all reasonable endeavours to discontinue any High Court proceedings relating to the Scheme including ensuring: (A) the cancellation or indefinite postponement (as the case may be) of the Scheme Meeting before it is commenced; and (B) that the Scheme Meeting Resolution is not put to a vote of Target Shareholders. (e) If the Takeover Offer is consummatedbecomes unconditional in all respects (within the meaning of the Irish Takeover Rules), Aon shall (or shall cause its designees to) Bidder and/or Bidco will use commercially reasonable endeavours to effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, a compulsory acquisition of any WTW Target Shares under section 457 Chapter 2 of Part 9 of the Act not acquired in the Takeover Offer for the same consideration per share Target Share as provided for in under the Takeover Offer. (f) For clarity and Save as provided in Clause 5.2, except as may be required by the Irish Takeover Rules (and without limiting any other provision of this Agreement), nothing in this Section 3.6 shall Agreement will require WTW Target to provide Aon Bidder and/or Bidco with any information with respect to, or to otherwise take or fail to take any action in connection with WTWTarget’s consideration of of, or response to, any actual or potential WTW Competing Target Alternative Proposal. (g) If the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Merger.

Switching to a Takeover Offer. (a) Subject to 6.1 The parties currently intend that the terms Acquisition will be implemented by way of this Section 3.6the Scheme. However, in the event that Aon reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists orBidco shall be entitled, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon may elect (subject to receiving consent of the Panel’s consent, if required) to implement the Acquisition by way of the Takeover Offer (rather than the Scheme), whether or not the Scheme Document has been posted.(such election being a "Switch") if (and only if): (a) Clinigen provides its prior written consent; (b) If Aon elects to implement a third party announces (i) a possible offer for the Acquisition by way of the Takeover Offer, WTW undertakes to provide Aon and its Representatives as promptly as reasonably practicable with all such information about WTW or any WTW Subsidiary (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) issued and to provide all such other assistance as may reasonably be required by issued ordinary share capital of Clinigen or (ii) a firm intention to make an offer for the Takeover Rules in connection with the preparation issued and to be issued ordinary share capital of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representatives.Clinigen; or (c) If Aon elects to implement the Acquisition by way of a Takeover Offer, WTW agreesClinigen Board: (i) withdraws, qualifies or modifies the Clinigen Board Recommendation; (ii) does not include the Clinigen Board Recommendation in the Scheme Document (other than where a Switch has occurred); or (iii) prior to the publication of the Scheme Document, withdraws, qualifies or modifies its intention to make the Clinigen Board Recommendation in the Scheme Document. 6.2 In the event of any Switch, unless otherwise agreed with Clinigen or required by the Panel: (a) Bidco shall: (i) discuss any announcements relating to the Switch and its implementation and any proposed changes to the timetable in relation to the implementation of the Switch with Clinigen in a timely manner; (ii) prepare, as soon as reasonably practicable, the Offer Document and related form of acceptance; (iii) consult with Clinigen as to the timing of the publication of the Offer Document and the form of acceptance; and (iv) consult with Clinigen as to the form and content of the Offer Document and the form of acceptance; (b) the Acceptance Condition shall be set at not more than 75 per cent of the Clinigen Shares to which the Takeover Offer relates (or such lesser percentage as may be agreed between the parties in writing, after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent of the Clinigen Shares to which the Takeover Offer relates); (c) Bidco shall not, and shall procure that no member of the Bidco Group shall, take any action which would cause the Takeover Offer not to proceed, to lapse or to be withdrawn, in each case for non-fulfilment of any Condition, prior to the 60th day after publication of the Offer Document (or such later date as is set in accordance with Rule 31.3 of the Code) ("Day 60"), including, without limitation, by publishing acceptance condition invocation notice under Rule 31.6 or specifying in the Offer Document an unconditional date which is earlier than Day 60, and Bidco shall ensure that the Takeover Offer Document will contain provisions consistent remains open for acceptances until such time; (d) Bidco shall not, without the prior written consent of Clinigen, make any acceleration statement (as defined in the Code) unless (i) all of the Conditions (other than the Acceptance Condition) have been satisfied or waived (if capable of waiver); and (ii) the acceleration statement contains no right for Bidco to set the statement aside (except with the terms prior written consent of Clinigen); and conditions Bidco undertakes to Clinigen not to take any action or step otherwise to set out the acceleration statement aside; (e) if at any time following the publication of the Offer Document it is reasonably expected that any outstanding Condition is not likely to be satisfied or waived (if capable of waiver) prior to the last date permitted under Rule 31.1 of the Code, Bidco shall, before the 30th day after the publication of the Offer Document in respect of matters or circumstances arising prior to the 30th day after publication of the Offer Document (or such later day as Clinigen may agree) consult with Clinigen and the Panel as to whether the offer timetable should be suspended in accordance with Rule 2.5 Announcement31.4(a) or (if Day 39 has passed) Day 60 should be extended in accordance with Rule 31.3 of the Code (or, the relevant Conditions if applicable, further suspended or extended) and shall request such other further terms and conditions as suspension or extension to a date agreed (including any modification thereto) between Aon with Clinigen and the Panel; provided, however, provided always that such date shall not be later than the Long Stop Date; (f) Bidco shall ensure that the terms and only conditions of to the Takeover Offer shall be at least as favorable to the WTW Shareholders and the holders of WTW Options and WTW Share Awards as those which would apply in relation to the Scheme (except for the 80% acceptance condition contemplated by paragraph 9 of Appendix 3 to the Rule 2.5 Announcement); (ii) to reasonably co-operate and consult with Aon in the preparation of the Takeover Offer Document or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; and (iii) thatConditions, subject to replacing the obligations of Scheme Conditions with the WTW Board of Directors under the Takeover Rules, Acceptance Condition and unless the WTW Board of Directors has made a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, the Takeover Offer shall incorporate a recommendation any other modifications or amendments to the WTW Shareholders from the WTW Board of Directors to accept the Takeover Offer and such recommendation shall not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3. (d) If Aon elects to implement the Acquisition by way of the Takeover Offer in accordance with Section 3.6(a), the Parties mutually agree: (i) to prepare and file with, or submit to, the SEC, the Panel and the High Court, all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Takeover Rules, the Securities Act, the Exchange Act, or otherwise by applicable Law in connection with the Takeover Offer and to make any applications or initiate any appearances as may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the High Court proceedings initiated in connection with the Scheme and, unless the WTW Board of Directors has made a WTW Change of Recommendation, each Party shall have reasonable opportunities to review and make comments on all such documents, amendments and supplements and, following good faith consideration of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable); (ii) to provide the other Party with any comments received from the SEC, the Panel or the High Court on any documents filed by it with the SEC, the Panel or the High Court promptly after receipt thereof, other than with respect to any such documents to the extent related to a WTW Competing Proposal; and (iii) to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Proposal. (e) If the Takeover Offer is consummated, Aon shall (or shall cause its designees to) effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, a compulsory acquisition of any WTW Shares under section 457 of the Act not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offer. (f) For clarity and except Conditions as may be required by the Takeover Rules (and without limiting any other provision of this Agreement), nothing Panel or agreed in this Section 3.6 shall require WTW to provide Aon with any information with respect to, or to otherwise take or fail to take any action in connection with WTW’s consideration of or response to, any actual or potential WTW Competing Proposal.writing between the parties; (g) If Bidco shall keep Clinigen informed, on a confidential basis within two Business Days following receipt of a written request from Clinigen, of the number of Clinigen Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms, the identity of such shareholders and the number of Clinigen Shares to which such forms relate; and (h) all provisions of this agreement relating to the Scheme and its implementation shall apply to the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Mergeror its implementation mutatis mutandis.

Switching to a Takeover Offer. (a) Subject to the terms of this Section 3.6, in the event 6.1 The parties currently intend that Aon reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon may elect (subject to receiving the Panel’s consent, if required) to implement the Acquisition will be implemented by way of Scheme. However, Bidco shall be entitled, with the Takeover Offer (rather than the Scheme), whether or not the Scheme Document has been posted. (b) If Aon elects to implement the Acquisition by way consent of the Takeover OfferPanel, WTW undertakes to provide Aon and its Representatives as promptly as reasonably practicable with all such information about WTW or any WTW Subsidiary (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) and to provide all such other assistance as may reasonably be required by the Takeover Rules in connection with the preparation of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representatives. (c) If Aon elects to implement the Acquisition by way of a Takeover OfferOffer rather than the Scheme (a Switch). 6.2 In the event of any Agreed Switch, WTW agreesunless otherwise agreed with ▇▇▇ ▇▇▇▇▇ or required by the Panel: (a) the Acceptance Condition shall be set at seventy-five (75) per cent of the ▇▇▇ ▇▇▇▇▇ Shares to which the Takeover Offer relates (or such lesser percentage as may be agreed between the parties in writing after, to the extent necessary, consultation with the Panel, being in any case more than fifty (50) per cent of the voting rights attaching to the ▇▇▇ ▇▇▇▇▇ Shares); (b) Bidco shall: (i) consult with ▇▇▇ ▇▇▇▇▇ in a timely manner as to the form and content and timing of publication of any announcement relating to the Agreed Switch and its implementation, and any proposed changes to the timetable in relation to the implementation of the Agreed Switch, (ii) prepare the Offer Document, (iii) consult reasonably with ▇▇▇ ▇▇▇▇▇ in relation to the Offer Document and allow ▇▇▇ ▇▇▇▇▇ a reasonable opportunity to consider the draft Offer Document for review and comment, and (iv) shall consider in good faith comments proposed by ▇▇▇ ▇▇▇▇▇ on the Offer Document and received by Bidco within a reasonable period prior to publication; (c) Bidco agrees to seek ▇▇▇ ▇▇▇▇▇’▇ approval of the contents of the information on ▇▇▇ ▇▇▇▇▇ contained in the Offer Document before it is published, and to afford ▇▇▇ ▇▇▇▇▇ sufficient time to consider such document in order to give its approval of information for which ▇▇▇ ▇▇▇▇▇ or the ▇▇▇ ▇▇▇▇▇ Directors are taking responsibility (such approval not to be unreasonably withheld or delayed). Bidco shall only publish the Offer Document once the information in the Offer Document for which ▇▇▇ ▇▇▇▇▇ and the ▇▇▇ ▇▇▇▇▇ Directors are taking responsibility is in a form satisfactory to Bidco and ▇▇▇ ▇▇▇▇▇ (both acting reasonably), provided that if ▇▇▇ ▇▇▇▇▇ does not approve the Offer Document within 28 days from the date of the Agreed Switch, Bidco shall be entitled to publish the Offer Document containing only information required by Rule 24 of the Code and excluding such information as may be approved by the Panel; (d) Bidco and ABG shall not take any action which would cause the Takeover Offer not to proceed, to lapse or to be withdrawn, in each case for non- fulfilment of the Acceptance Condition, prior to midnight on Day 60 (as defined in the Code) (or such later date as may be permitted by the Panel for satisfaction of the Acceptance Condition in accordance with Rule 31.3 of the Code) after publication of the Offer Document and Bidco shall ensure that the Takeover Offer remains open for acceptances until such time; (e) Bidco shall not make any acceleration statement (as defined in the Code) unless: (i) all of the Conditions (other than the Acceptance Condition) have been satisfied or waived (if capable of waiver); or (ii) the acceleration statement contains no right for Bidco to set the statement aside (except with ▇▇▇ ▇▇▇▇▇ consent); (f) if at any time following the publication of the Offer Document will contain provisions consistent it is reasonably expected that any outstanding Regulatory Condition is not likely to be satisfied or waived (if capable of waiver) prior to the last date permitted under Rule 31.1 of the Code, Bidco shall consult with ▇▇▇ ▇▇▇▇▇ as to whether the offer timetable should be suspended in accordance with Rule 31.4(a) or (if Day 39 has passed) Day 60 should be extended in accordance with Rule 31.3 (or, if applicable, further suspended or extended) and , if agreed by Bidco and ▇▇▇ ▇▇▇▇▇, seek jointly with ▇▇▇ ▇▇▇▇▇ the consent of the Panel to suspend or extend the offer timetable no later than the Long Stop Date; (g) Bidco shall ensure that, subject to the terms of this Agreement, the Takeover Offer is made on the same terms and conditions as set out in the Rule 2.5 Announcement, the relevant Conditions and such other further terms and conditions as agreed (including any modification thereto) between Aon Announcement and the Panel; provided, however, that the terms and only conditions of to the Takeover Offer shall be at least as favorable the Conditions (subject to the WTW Shareholders and the holders of WTW Options and WTW Share Awards as those which would apply in relation to replacing the Scheme (except for the 80% acceptance condition contemplated by paragraph 9 of Appendix 3 to the Rule 2.5 Announcement); (ii) to reasonably co-operate and consult with Aon in the preparation of the Takeover Offer Document or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; and (iii) that, subject to the obligations of the WTW Board of Directors under the Takeover Rules, and unless the WTW Board of Directors has made a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, the Takeover Offer shall incorporate a recommendation to the WTW Shareholders from the WTW Board of Directors to accept the Takeover Offer and such recommendation shall not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3. (d) If Aon elects to implement the Acquisition by way of the Takeover Offer in accordance with Section 3.6(a), the Parties mutually agree: (i) to prepare and file with, or submit to, the SEC, the Panel and the High Court, all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Takeover Rules, the Securities Act, the Exchange Act, or otherwise by applicable Law in connection Conditions with the Takeover Offer and Acceptance Condition referred to make any applications or initiate any appearances as may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the High Court proceedings initiated in connection with the Scheme andclause 6.2(a) above, unless the WTW Board of Directors has made a WTW Change of Recommendation, each Party shall have reasonable opportunities to review and make comments on all such documents, amendments and supplements and, following good faith consideration of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned parties agree otherwise in writing or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable); (ii) to provide the other Party with any comments received from the SEC, the Panel modification or the High Court on any documents filed by it with the SEC, the Panel or the High Court promptly after receipt thereof, other than with respect amendment to any such documents to the extent related to a WTW Competing Proposal; and (iii) to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Proposal. (e) If the Takeover Offer is consummated, Aon shall (or shall cause its designees to) effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, a compulsory acquisition of any WTW Shares under section 457 of the Act not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offer. (f) For clarity terms and except Conditions as may be required by the Takeover Rules (and without limiting any other provision of this AgreementPanel), nothing in this Section 3.6 shall require WTW to provide Aon with any information with respect to, or to otherwise take or fail to take any action in connection with WTW’s consideration of or response to, any actual or potential WTW Competing Proposal.; and (gh) If Bidco shall keep ▇▇▇ ▇▇▇▇▇ informed, on a confidential basis within two Business Days following receipt of a written request from ▇▇▇ ▇▇▇▇▇, of the Takeover Offer is consummatednumber of ▇▇▇ ▇▇▇▇▇ Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms, then Aon agrees, as promptly as reasonably practicable following Completion, the identity of such shareholders and the number of ▇▇▇ ▇▇▇▇▇ Shares to effectuate the Post-Completion Mergerwhich such forms relate.

Switching to a Takeover Offer. (a) Subject to the terms of this Section 3.6, in the event that Aon reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon Bidco may elect (subject to receiving with the Panel’s consent, if required) to implement the Acquisition by way of the a Takeover Offer (rather than the Scheme), whether or not the Scheme Document has been posted, subject to the terms of this Clause 3.6, and Bidco will notify Glantus of any such election (whether or not the implementation of any Acquisition by way of a Takeover Offer (rather than the Scheme) is subject to the consent of the Panel) made by it to implement the Acquisition by way of a Takeover Offer (rather than the Scheme). (b) If Aon Save where Glantus has issued a Final Recommendation Change Notice, if Bidco elects to implement the Acquisition by way of the a Takeover Offer, WTW Glantus undertakes to provide Aon and its Representatives Bidco as promptly soon as is reasonably practicable with all such information about WTW or any WTW Subsidiary Glantus (including directors and their connected personsConcert Parties) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) Documents and to provide all such other assistance as may reasonably be required by the Irish Takeover Rules in connection with the preparation by ▇▇▇▇▇ of the Takeover Offer DocumentDocuments, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Glantus’ Representatives. (c) If Aon Bidco elects to implement the Acquisition by way of a Takeover Offer, WTW agreesthe Parties agree: (i) that the Takeover Offer Document Documents will contain provisions consistent in accordance with the terms and conditions set out in the Rule 2.5 2.7 Announcement, the relevant Conditions and such other further terms and conditions as are agreed (including any modification thereto) between Aon Bidco and the PanelGlantus; provided, however, that the terms and conditions of the Takeover Offer shall will be at least as favorable favourable to the WTW Glantus Shareholders and the holders of WTW Options and WTW Share Awards as those which would apply in relation to the Scheme (except for the an acceptance condition set at 80% acceptance condition contemplated of the issued and to be issued share capital of Glantus, which may be waived down by paragraph 9 Bidco to 50% plus one Glantus Share of Appendix 3 to the Rule 2.5 Announcementissued share capital of Glantus); (ii) to reasonably co-operate and consult with Aon in the preparation by Bidco of the Takeover Offer Document Documents or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; and (iii) that, subject to the obligations of the WTW Board of Directors under the Takeover Rules, and unless the WTW unanimous Glantus Board of Directors has made a WTW effected an Glantus Change of Recommendation pursuant under Clause 5.2, to and incorporate in accordance with Section 7.3, the Takeover Offer shall incorporate Documents a recommendation to the WTW Shareholders holders of Glantus Shares from the WTW Glantus Board of Directors to accept the Takeover Offer Offer, and such unanimous recommendation shall will not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3Clause 5.2. (d) If Aon Notwithstanding any Glantus Change of Recommendation, if Bidco elects to implement the Acquisition by way of the Takeover Offer in accordance with Section Clause 3.6(a), the Parties mutually agree: (i) to prepare and file with, or submit to, to the SECextent necessary, the Panel and the High Court, all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to under the Irish Takeover Rules, the Securities Act, the Exchange Act, Rules or otherwise required by applicable Law in connection with the Takeover Offer Law, and to make any applications or initiate any appearances as that may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the discontinuance of High Court proceedings initiated in connection with the Scheme andScheme, unless the WTW Board of Directors has made a WTW Change of Recommendation, and each Party shall will have reasonable opportunities to review and make comments comment on all such documents, amendments and supplements and, following good faith consideration of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable)supplements; (ii) to provide the other Party with promptly use all reasonable endeavours to discontinue any comments received from the SEC, the Panel or the High Court on any documents filed by it with the SEC, the Panel or the High Court promptly after receipt thereof, other than with respect to any such documents proceedings relating to the extent related to a WTW Competing ProposalScheme including ensuring: (A) the cancellation or indefinite postponement (as the case may be) of the Scheme Meeting before it is commenced; and (iiiB) to provide that the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related Scheme Resolution is not put to a WTW Competing Proposalvote of Glantus Shareholders. (e) If the Takeover Offer is consummated, Aon shall (or shall cause its designees to) including that the 80% acceptance condition has been met, Bidco will use reasonable endeavours to effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, a compulsory acquisition of any WTW Glantus Shares under section Section 457 of the Act not acquired in the Takeover Offer for the same consideration per share each Glantus Share as provided for in under the Takeover Offer. (f) For clarity and except Except as may be required by the Irish Takeover Rules (and without limiting any other provision of this Agreement), nothing in this Section 3.6 shall Agreement (save as provided in Clause 5.2) will require WTW Glantus to provide Aon Bidco with any information with respect to, or to otherwise take or fail to take any action in connection with WTW’s Glantus’ consideration of of, or response to, any actual or potential WTW Competing Glantus Alternative Proposal. (g) If the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Merger.

Switching to a Takeover Offer. (a) Subject to the terms of this Section 3.6, in the event that Aon reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon may elect (subject to receiving the Panel’s consent, if required) to implement the Acquisition by way of the Takeover Offer (rather than the Scheme), whether or not the Scheme Document has been posted. (b) If Aon elects to implement the Acquisition by way of the Takeover Offer, WTW undertakes to provide Aon and its Representatives as promptly as reasonably practicable with all such information about WTW or any WTW Subsidiary (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) and to provide all such other assistance as may reasonably be required by the Takeover Rules in connection with the preparation of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representatives. (c) If Aon elects to implement the Acquisition by way of a Takeover Offer, WTW agrees: (i) that the Takeover Offer Document will contain provisions consistent with the terms and conditions set out in the Rule 2.5 Announcement, the relevant Conditions and such other further terms and conditions as agreed (including any modification thereto) between Aon and the Panel; Panel; provided, however, that the terms and conditions of the Takeover Offer shall be at least as favorable to the WTW Shareholders and the holders of WTW Options and WTW Share Awards as those which would apply in relation to the Scheme (except for the 80% acceptance condition contemplated by paragraph 9 of Appendix 3 to the Rule 2.5 Announcement);Announcement); (ii) to reasonably co-operate and consult with Aon in the preparation of the Takeover Offer Document or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; Acquisition; and (iii) that, subject to the obligations of the WTW Board of Directors under the Takeover Rules, and unless the WTW Board of Directors has made a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, the Takeover Offer shall incorporate a recommendation to the WTW Shareholders from the WTW Board of Directors to accept the Takeover Offer and such recommendation shall not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3. (d) If Aon elects to implement the Acquisition by way of the Takeover Offer in accordance with Section 3.6(a), the Parties mutually agree: (i) to prepare and file with, or submit to, the SEC, the Panel and the High Court, all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Takeover Rules, the Securities Act, the Exchange Act, or otherwise by applicable Law in connection with the Takeover Offer and to make any applications or initiate any appearances as may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the High Court proceedings initiated in connection with the Scheme and, unless the WTW Board of Directors has made a WTW Change of Recommendation, each Party shall have reasonable opportunities to review and make comments on all such documents, amendments and supplements and, following good faith consideration of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable);applicable); (ii) to provide the other Party with any comments received from the SEC, the Panel or the High Court on any documents filed by it with the SEC, the Panel or the High Court promptly after receipt thereof, other than with respect to any such documents to the extent related to a WTW Competing Proposal; Proposal; and (iii) to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Proposal. (e) If the Takeover Offer is consummated, Aon shall (or shall cause its designees to) effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, a compulsory acquisition of any WTW Shares under section 457 of the Act not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offer. (f) For clarity and except as may be required by the Takeover Rules (and without limiting any other provision of this Agreement), nothing in this Section 3.6 shall require WTW to provide Aon with any information with respect to, or to otherwise take or fail to take any action in connection with WTW’s consideration of or response to, any actual or potential WTW Competing Proposal. (g) If the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Merger.

Switching to a Takeover Offer. (a) Subject to the terms of this Section 3.6, in the event that Aon reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon Zoetis may elect (subject to receiving with the Panel’s consent, if required) to implement the Acquisition by way of the a Takeover Offer (rather than the Scheme), whether or not the Scheme Document has been posted, subject to the terms of this Clause 3.7, and Zoetis shall notify Target promptly of any such election (whether or not the implementation thereof is subject to the consent of the Panel) made by it to implement the Acquisition by way of a Takeover Offer (rather than the Scheme). (b) If Aon Save where there has been a Target Change of Recommendation, if Zoetis elects to implement the Acquisition by way of the a Takeover Offer, WTW Target undertakes to provide Aon and its Representatives Zoetis as promptly as is reasonably practicable with all such information about WTW or any WTW Subsidiary Target (including directors and their connected personsConcert Parties) as may be reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) Documents and to provide all such other assistance as may be reasonably be required by the Takeover Rules in connection with the preparation by Zoetis or Zoetis Bidco of the Takeover Offer DocumentDocuments, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Target’s Representatives. (c) If Aon Zoetis elects to implement the Acquisition by way of a Takeover Offer, WTW Target agrees: (i) that the Takeover Offer Document will Documents shall contain provisions consistent in accordance with the terms and conditions set out in the Rule 2.5 Announcement, the relevant Conditions and such other further terms and conditions as agreed (including any modification thereto) between Aon Zoetis and the PanelTarget; provided, however, that the terms and conditions of the Takeover Offer shall be at least as favorable favourable to the WTW Target Shareholders and the holders of WTW Options and WTW Share Awards as those which would apply in relation to the Scheme (except for the 80% acceptance condition contemplated condition, which may be waived down to “50% plus one Target Share” by paragraph 9 of Appendix 3 to the Rule 2.5 AnnouncementZoetis); (ii) to reasonably co-operate and consult with Aon Zoetis in the preparation by Zoetis of the Takeover Offer Document Documents or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; and (iii) that, subject to the obligations of the WTW Board of Directors under the Takeover Rules, and unless the WTW Target Board of Directors has made effected a WTW Target Change of Recommendation pursuant to Clause 5.2, to incorporate in the Rule 2.5 Announcement and in accordance with Section 7.3, the Takeover Offer shall incorporate Documents a recommendation to the WTW Shareholders holders of Target Shares from the WTW Target Board of Directors to accept the Takeover Offer Offer, and such recommendation shall not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3Clause 5.2. (d) If Aon Zoetis elects to implement the Acquisition by way of the Takeover Offer in accordance with Section 3.6(aClause 3.7(a), the Parties mutually agree: (i) to prepare and file with, or submit to, the SECSEC and, to the extent necessary, the Panel and the High Court, all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Takeover Rules, the Securities Act, Act or the Exchange Act, Act or otherwise required by applicable Law in connection with the Takeover Offer Law, and to make any applications or initiate any appearances as that may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the discontinuance of High Court proceedings initiated in connection with the Scheme andScheme, unless the WTW Board of Directors has made a WTW Change of Recommendation, and each Party shall have reasonable opportunities to review and make comments comment on all such documents, amendments and supplements and, following good faith consideration reasonable accommodation of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable); (ii) to promptly use all reasonable endeavours to discontinue any High Court proceedings relating to the Scheme including, but not limited to, ensuring: (i) the cancellation or indefinite postponement (as the case may be) of the Scheme Meeting before it is commenced; and (ii) that the Scheme Resolution is not put to a vote of the Target Shareholders; (iii) to provide the other Party with any comments received from the SEC, the Panel or the High Court SEC on any documents filed by it with or furnished by it to the SEC, the Panel or the High Court SEC as promptly as is reasonably practicable after receipt thereof, other than with respect to any such documents to the extent related to a WTW Competing Proposal; and (iiiiv) to the extent reasonably practicable, to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, SEC and afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Proposal. (e) If the Takeover Offer is consummated, Aon Zoetis shall (or shall cause its designees Zoetis Bidco to) , use reasonable endeavours to effect as promptly as is reasonably practicable, following it becoming entitled under the Act to do so, practicable a compulsory acquisition of any WTW Target Shares under section Section 457 of the Act not acquired in the Takeover Offer for the same consideration per share as provided for in under the Takeover Offer. (f) For clarity the avoidance of doubt and except as may be required by the Takeover Rules (and without limiting any other provision of this Agreement), nothing in this Section 3.6 Agreement (save as provided in Clause 5.2) shall require WTW Target to provide Aon Zoetis with any information with respect to, or to otherwise take or fail to take any action in connection with WTWTarget’s consideration of or response to, any actual or potential WTW Competing Target Alternative Proposal. (g) If the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Merger.

Switching to a Takeover Offer. (a) Subject to the terms of this Section 3.6, in the event that Aon reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon Mediahuis may elect (subject to receiving with the Panel’s consent, if required) to implement the Acquisition by way of the a Takeover Offer (rather than the Scheme), whether or not the Scheme Document has been posted, subject to the terms of this Clause 3.6, and Mediahuis shall notify INM promptly of any such election (whether or not the implementation thereof is subject to the consent of the Panel) made by it to implement the Acquisition by way of a Takeover Offer (rather than the Scheme). (b) If Aon Save where there has been a Final Recommendation Change Notice, if Mediahuis elects to implement the Acquisition by way of the a Takeover Offer, WTW INM undertakes to provide Aon and its Representatives Mediahuis as promptly as is reasonably practicable with all such information about WTW or any WTW Subsidiary INM (including directors and their connected personsConcert Parties) as may be reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) Documents and to provide all such other assistance as may be reasonably be required by the Takeover Rules in connection with the preparation by Mediahuis of the Takeover Offer DocumentDocuments, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and INM’s Representatives. (c) If Aon Mediahuis elects to implement the Acquisition by way of a Takeover Offer, WTW INM agrees: (i) that the Takeover Offer Document will Documents shall contain provisions consistent in accordance with the terms and conditions set out in the Rule 2.5 Announcement, the relevant Conditions and such other further terms and conditions as are agreed (including any modification thereto) between Aon Mediahuis and the PanelINM; provided, however, that the terms and conditions of the Takeover Offer shall be at least as favorable favourable to the WTW INM Shareholders and the holders of WTW Options and WTW Share Awards as those which would apply in relation to the Scheme (except for the 8090% acceptance condition contemplated condition, which may be waived down to “50% plus one INM Share” by paragraph 9 of Appendix 3 to the Rule 2.5 AnnouncementMediahuis); (ii) to reasonably co-operate and consult with Aon Mediahuis in the preparation by Mediahuis of the Takeover Offer Document Documents or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; and (iii) that, subject to the obligations of the WTW Board of Directors under the Takeover Rules, and unless the WTW INM Board of Directors has made a WTW effected an INM Change of Recommendation pursuant to Clause 5.2, to incorporate in the Rule 2.5 Announcement and in accordance with Section 7.3, the Takeover Offer shall incorporate Documents a unanimous recommendation to the WTW Shareholders holders of INM Shares from the WTW INM Board of Directors to accept the Takeover Offer Offer, and such recommendation shall not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3Clause 5.2. (d) If Aon Notwithstanding any INM Change of Recommendation, if Mediahuis elects to implement the Acquisition by way of the Takeover Offer in accordance with Section Clause 3.6(a), the Parties mutually agree: (i) to prepare and file with, or submit to, to the SECextent necessary, the Panel and the High Court, all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Takeover Rules, the Securities Act, the Exchange Act, Rules or otherwise required by applicable Law in connection with the Takeover Offer Law, and to make any applications or initiate any appearances as that may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the discontinuance of High Court proceedings initiated in connection with the Scheme andScheme, unless the WTW Board of Directors has made a WTW Change of Recommendation, and each Party shall have reasonable opportunities to review and make comments comment on all such documents, amendments and supplements and, following good faith consideration of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable)supplements; (ii) to provide the other Party with promptly use all reasonable endeavours to discontinue any comments received from the SEC, the Panel or the High Court on any documents filed by it with the SEC, the Panel or the High Court promptly after receipt thereof, other than with respect to any such documents proceedings relating to the extent related to a WTW Competing ProposalScheme including ensuring: (A) the cancellation or indefinite postponement (as the case may be) of the Scheme Meeting before it is commenced; and (iiiB) to provide that the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related Scheme Resolution is not put to a WTW Competing Proposalvote of the INM Shareholders. (e) If the Takeover Offer is consummated, Aon Mediahuis shall (or shall cause its designees to) use reasonable endeavours to effect as promptly as is reasonably practicable, following it becoming entitled under the Act to do so, practicable a compulsory acquisition of any WTW INM Shares under section 457 Part 5 of the Act Takeover Regulations not acquired in the Takeover Offer for the same consideration per share INM Share as provided for in under the Takeover Offer. (f) For clarity and Save as provided in Clause 5.2, except as may be required by the Takeover Rules (and without limiting any other provision of this Agreement), nothing in this Section 3.6 Agreement shall require WTW INM to provide Aon Mediahuis with any information with respect to, or to otherwise take or fail to take any action in connection with WTWINM’s consideration of of, or response to, any actual or potential WTW Competing INM Alternative Proposal. (g) If the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Merger.

Switching to a Takeover Offer. (a) Subject to 6.1 The parties currently intend that the terms of this Section 3.6, in the event that Aon reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists or, based on facts known at the time, may reasonably Offer will be expected to arise in connection with the Acquisition, Aon may elect (subject to receiving the Panel’s consent, if required) to implement the Acquisition implemented by way of the Takeover Offer Scheme. However, Bidco shall be entitled, with the consent of the Panel (rather than the Schemeif required), whether or not the Scheme Document has been posted. (b) If Aon elects to implement the Acquisition by way of the Takeover Offer, WTW undertakes to provide Aon and its Representatives as promptly as reasonably practicable with all such information about WTW or any WTW Subsidiary (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) and to provide all such other assistance as may reasonably be required by the Takeover Rules in connection with the preparation of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representatives. (c) If Aon elects to implement the Acquisition by way of a Takeover OfferOffer rather than the Scheme (such election being a “Switch”) only if: (a) Target provides its prior written consent (an “Agreed Switch”), WTW agreesin which case clause 6.2 shall apply; or (b) a third party announces a firm intention to make an offer (whether or not subject to the satisfaction or waiver of any pre-conditions) for all or part of the issued and to be issued share capital of Target; or (c) a Target Board Adverse Recommendation Change occurs. 6.2 In the event of any Agreed Switch, unless otherwise agreed in writing between Bidco and Target or required by the Panel: (a) the Acceptance Condition shall be set at 90 per cent. of Target Shares to which the Takeover Offer relates (or such lesser percentage as may be agreed between the Parties in writing) after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent of the Target Shares; (b) Bidco shall not take any action which would cause the Takeover Offer not to proceed, to lapse or to be withdrawn in each case for non-fulfilment of the Acceptance Condition prior to midnight on the 60th day after publication of the Offer Document (or such later date as may be the last date for the Takeover Offer to become or be declared unconditional under Rule 31.3 of the Code), including, without limitation, by publishing an acceptance condition invocation notice under Rule 31.6 of the Code or specifying in the Offer Document an unconditional date which is earlier than the 60th day after publication of the Offer Document, and Bidco shall ensure that the Takeover Offer remains open for acceptances until such time; (c) Bidco shall not, without the prior written consent of Target, make (or otherwise be treated by the Panel as having made) any acceleration statement (as defined in the Code) unless: (i) that all of the Takeover Conditions (other than the Acceptance Condition) have been satisfied or waived (if capable of waiver); (ii) the acceleration statement (as defined in the Code) contains no right for Bidco to set the statement aside (except with the prior written consent of Target and/or in the circumstances envisaged by Note 2 or 3 to Rule 31.5 of the Code); and (iii) Bidco undertakes to Target not to take any action or step otherwise to set the acceleration statement aside; (d) if at any time following the publication of the Offer Document will contain provisions consistent it is reasonably expected that any outstanding Regulatory Condition is not likely to be satisfied or waived (if capable of waiver) prior to the last date permitted under Rule 31.1 of the Code, Bidco shall, before the 30th day after the publication of the Offer Document (or such later day as Target may agree), consult with Target and the terms and conditions set out Panel as to whether the offer timetable should be suspended in accordance with Rule 31.4(a) or, if Day 39 has passed, Day 60 should be extended in accordance with Rule 31.3 of the Rule 2.5 AnnouncementCode (or, the relevant Conditions and if applicable, further suspended or extended) and, if required by Target, shall request such other further terms and conditions as suspension or extension to a date agreed (including any modification thereto) between Aon with Target and the Panel; provided, howeverprovided always that such extended date (as, if applicable, it may be further extended) shall be no later than the Long Stop Date; (e) Bidco shall ensure that the terms and only conditions of the Takeover Offer shall be at least as favorable the Conditions of Appendix I to the WTW Shareholders and Announcement with the holders Acceptance Condition referred to in paragraph 2 of WTW Options and WTW Share Awards as those which would apply in relation to the Scheme Part C (except for the 80% acceptance condition contemplated by paragraph 9 of Appendix 3 to the Rule 2.5 Announcement); (ii) to reasonably co-operate and consult with Aon in the preparation of the Takeover Offer Document or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; and (iii) that, subject to the obligations of the WTW Board of Directors under the Takeover Rules, and unless the WTW Board of Directors has made a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, the Takeover Offer shall incorporate a recommendation to the WTW Shareholders from the WTW Board of Directors to accept the Takeover Offer and such recommendation shall not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3. (d) If Aon elects to implement the Acquisition Implementation by way of the a Takeover Offer in accordance with Section 3.6(a), the Parties mutually agree: (iOffer) to prepare and file with, or submit to, the SEC, the Panel and the High Court, all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant of Appendix I to the Takeover Rules, the Securities Act, the Exchange Act, Announcement and any other modifications or otherwise by applicable Law in connection with the Takeover Offer amendments to such terms and to make any applications or initiate any appearances as may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the High Court proceedings initiated in connection with the Scheme and, unless the WTW Board of Directors has made a WTW Change of Recommendation, each Party shall have reasonable opportunities to review and make comments on all such documents, amendments and supplements and, following good faith consideration of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable); (ii) to provide the other Party with any comments received from the SEC, the Panel or the High Court on any documents filed by it with the SEC, the Panel or the High Court promptly after receipt thereof, other than with respect to any such documents to the extent related to a WTW Competing Proposal; and (iii) to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Proposal. (e) If the Takeover Offer is consummated, Aon shall (or shall cause its designees to) effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, a compulsory acquisition of any WTW Shares under section 457 of the Act not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offer. (f) For clarity and except conditions as may be required by the Panel or which are necessary as a result of the Agreed Switch) and that the Takeover Rules Offer is made on terms that are no less favourable to Target Shareholders than those set out in the Announcement; (f) Bidco shall keep Target informed, on a regular and without limiting confidential basis, and in any other provision event no later than the next Business Day following receipt of this Agreement)a written request from Target, nothing in this Section 3.6 shall require WTW to provide Aon with any information with respect to, of the number of holders of Target Shares that have validly accepted the Takeover Offer or to otherwise take withdrawn their acceptance of the Takeover Offer or fail to take any action in connection with WTW’s consideration incorrectly submitted their withdrawal or acceptance and the identity and the number of or response to, any actual or potential WTW Competing Proposal.Target Shares held by such shareholders; and (g) If the Parties agree that: (i) all provisions of this Agreement shall continue to apply save as set out in this clause 6.2; and (ii) all provisions of this Agreement relating to the Scheme and the Scheme Document and its implementation shall apply to the Takeover Offer, the Offer Document and its implementation mutatis mutandis, save as set out in this clause 6. 6.3 In the event of an Agreed Switch, Bidco shall: (a) submit, or procure the submission of drafts and revised drafts of the Offer Document to Target for review and comment and shall take into account any reasonable comments from Target for the purposes of preparing revised drafts; and (b) obtain Target’s approval for the contents of the information on the Target Group contained in the Offer Document for which Target or the Target Directors are taking responsibility before it is consummatedposted or published and afford Target sufficient time to consider such documents in order to give its approval (such approval not to be unreasonably withheld, then Aon agreesdelayed or conditioned), as promptly as reasonably practicable following Completionprovided that, if Target does not approve the information in the Offer Document within 28 days from the date of the Agreed Switch, Bidco shall be entitled to effectuate publish the Post-Completion MergerOffer Document.

Switching to a Takeover Offer. (a) Subject to the terms of this Section 3.6, in the event that Aon reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon 3.6.1 Bidco may elect (subject to receiving with the Panel’s 's consent, if required) to implement the Acquisition by way of the a Takeover Offer (rather than the Scheme), whether or not the Scheme Document has been posted, subject to the terms of this clause 3.6, and Bidco shall notify Dalata promptly of any such election (whether or not the implementation of any Acquisition by way of a Takeover Offer (rather than the Scheme) is subject to the consent of the Panel) made by it to implement the Acquisition by way of a Takeover Offer (rather than the Scheme). (b) If Aon 3.6.2 Save where Dalata has issued a Final Recommendation Change Notice, if Bidco elects to implement the Acquisition by way of the a Takeover Offer, WTW Dalata undertakes to provide Aon and its Representatives Bidco as promptly soon as is reasonably practicable with all such information about WTW or any WTW Subsidiary ▇▇▇▇▇▇ (including directors and their connected personsConcert Parties) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) Documents and to provide all such other assistance as may reasonably be required by the Irish Takeover Rules in connection with the preparation by Bidco of the Takeover Offer DocumentDocuments, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and ▇▇▇▇▇▇'s Representatives. (c) 3.6.3 If Aon Bidco elects to implement the Acquisition by way of a Takeover Offer, WTW agreesthe Parties agree: (ia) that the Takeover Offer Document will Documents shall contain provisions consistent in accordance with the terms and conditions set out in the Rule 2.5 2.7 Announcement, the relevant Conditions and such other further terms and conditions as are agreed (including any modification thereto) between Aon Bidco and the PanelDalata; provided, however, that the terms and conditions of the Takeover Offer shall be at least as favorable favourable to the WTW Dalata Shareholders and as set out in the holders of WTW Options and WTW Share Awards as those which would apply in relation to the Scheme Rule 2.7 Announcement (except for the 80% an acceptance condition contemplated set at 90% of the issued and to be issued share capital of Dalata, which may be waived down to “50% plus one Dalata Share” by paragraph 9 of Appendix 3 to the Rule 2.5 AnnouncementBidco); (iib) to reasonably co-operate and consult with Aon in the preparation by Bidco of the Takeover Offer Document Documents or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; and (iiic) that, subject to the obligations of the WTW Board of Directors under the Takeover Rules, and unless the WTW Dalata Board of Directors has made effected a WTW Dalata Change of Recommendation pursuant under clause 5.2, to and incorporate in accordance with Section 7.3, the Takeover Offer shall incorporate Documents a unanimous recommendation to the WTW Shareholders holders of Dalata Shares from the WTW Dalata Board of Directors to accept the Takeover Offer Offer, and such recommendation shall not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3clause 5.2. (d) If Aon 3.6.4 Notwithstanding any Dalata Change of Recommendation, if Bidco elects to implement the Acquisition by way of the Takeover Offer in accordance with Section 3.6(a)clause 3.6.1, the Parties mutually agree: (ia) to prepare and file with, or submit to, to the SECextent necessary, the Panel and the High Court, all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to under the Irish Takeover Rules, the Securities Act, the Exchange Act, Rules or otherwise required by applicable Law in connection with the Takeover Offer Law, and to make any applications or initiate any appearances as that may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the discontinuance of High Court proceedings initiated in connection with the Scheme andScheme, unless the WTW Board of Directors has made a WTW Change of Recommendation, and each Party shall have reasonable opportunities to review and make comments comment on all such documents, amendments and supplements supplements; and (b) to promptly use all reasonable endeavours to discontinue any High Court proceedings relating to the Scheme including, following good faith consideration of such comments by but not limited to, ensuring: (i) the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned cancellation or delayed, file or submit, indefinite postponement (as the case may be, such documents, amendments and supplements with or to ) of the SEC, the Panel and the High Court (as applicable);Scheme Meeting before it is commenced; and (ii) to provide that the other Party with any comments received from the SEC, the Panel or the High Court on any documents filed by it with the SEC, the Panel or the High Court promptly after receipt thereof, other than with respect to any such documents to the extent related Scheme Resolution is not put to a WTW Competing Proposal; and (iii) to provide the other Party with reasonable prior notice vote of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing ProposalDalata Shareholders. (e) 3.6.5 If the Takeover Offer is consummated, Aon Bidco shall (or shall cause its designees to) use reasonable endeavours to effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, a compulsory acquisition of any WTW Dalata Shares under section 457 Part 5 of the Takeover Regulations and/or under the Act not acquired in the Takeover Offer for the same consideration per share each Dalata Share as provided for in under the Takeover Offer. (f) For clarity and 3.6.6 Save as provided in clause 5.2, except as may be required by the Irish Takeover Rules (and without limiting any other provision of this Agreement), nothing in this Section 3.6 Agreement shall require WTW Dalata to provide Aon Bidco with any information with respect to, or to otherwise take or fail to take any action in connection with WTW’s ▇▇▇▇▇▇'s consideration of of, or response to, any actual or potential WTW Competing Dalata Alternative Proposal. (g) If the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Merger.

Switching to a Takeover Offer. (a) Subject to 7.1 The parties currently intend that the terms Acquisition will be implemented by way of this Section 3.6the Scheme. However, in the event that Aon reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists orTaptica shall be entitled, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon may elect (subject to receiving consent of the Panel’s consent, if required) to implement the Acquisition by way of the Takeover Offer (rather than the SchemeScheme (such election being a “Switch”) if: (a) RhythmOne provides its prior written consent (an “Agreed Switch”), whether or not the Scheme Document has been posted.; (b) If Aon elects to implement the Acquisition by way a Competing Proposal is announced in accordance with Rule 2.7 of the Takeover Offer, WTW undertakes to provide Aon and its Representatives as promptly as reasonably practicable with all such information about WTW Code which is recommended in whole or any WTW Subsidiary (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) and to provide all such other assistance as may reasonably be required part by the Takeover Rules in connection with the preparation of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representatives.RhythmOne Directors; or (c) If Aon elects to implement the Acquisition RhythmOne Board withdraws, adversely modifies or adversely quantifies the RhythmOne Board Recommendation. 7.2 In the event of any Agreed Switch, unless otherwise agreed with RhythmOne or as required by way of a Takeover Offer, WTW agreesthe Panel: (ia) that the Acceptance Condition shall be set at 90 per cent. (or as Taptica may decide) of the RhythmOne Shares to which the Takeover Offer Document will contain provisions consistent relates (or such lesser percentage as may be agreed between the parties in writing after, to the extent necessary, consultation with the terms and conditions set out Panel, being in any case more than 50 per cent of the Rule 2.5 Announcement, the relevant Conditions and such other further terms and conditions as agreed RhythmOne Shares); (including any modification theretob) between Aon and the Panel; provided, however, that the terms and conditions of the Takeover Offer shall be at least on substantially the same or more favourable terms and conditions as favorable to the WTW Shareholders and the holders of WTW Options and WTW Share Awards as those which would apply in relation to the Scheme (except for the 80% acceptance condition contemplated by paragraph 9 of Appendix 3 other than with respect to the Rule 2.5 AnnouncementAcceptance Condition), subject only to appropriate amendments to reflect the switch to a Takeover Offer; (iic) to reasonably co-operate and consult with Aon in the preparation of Taptica shall not take any action which would cause the Takeover Offer Document not to proceed, to lapse or any other document or filing (including any necessary prospectus to be withdrawn, in respect each case for non-fulfilment of the Scheme ConsiderationAcceptance Condition prior to the earlier of (i) which is required the 60th day after publication of the Offer Document and (ii) the Longstop Date, and Taptica shall ensure that the Takeover Offer remains open for acceptances until such time; (d) Taptica shall keep RhythmOne informed promptly on written request from RhythmOne, of the purposes number of implementing RhythmOne Shareholders (and the Acquisitionaggregate number of RhythmOne Shares that they hold) that have validly returned their acceptance or withdrawal forms or incorrectly completed their withdrawal or acceptance forms and the identity of such RhythmOne Shareholders; and (iiie) that, subject to the obligations of the WTW Board of Directors under the Takeover RulesTaptica will comply, and unless the WTW Board of Directors has made a WTW Change of Recommendation pursuant to and in accordance will assist RhythmOne with Section 7.3complying, the Takeover Offer shall incorporate a recommendation to the WTW Shareholders from the WTW Board of Directors to accept the Takeover Offer and such recommendation shall not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3. (d) If Aon elects to implement the Acquisition by way of the Takeover Offer in accordance with Section 3.6(a), the Parties mutually agree: (i) to prepare and file with, or submit to, the SEC, the Panel and the High Court, all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Takeover Rules, the Securities Act, the Exchange Act, or otherwise by applicable Law and regulations of applicable Government Authorities in connection with the Takeover Offer and to make Offer. 7.3 In the event of any applications or initiate any appearances as may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the High Court proceedings initiated in connection with the Scheme and, unless the WTW Board of Directors has made a WTW Change of Recommendation, each Party shall have reasonable opportunities to review and make comments on all such documents, amendments and supplements and, following good faith consideration of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SECSwitch, the Panel and the High Court (parties agree that, save as applicable);otherwise provided in this Agreement: (iia) all provisions of this Agreement shall continue to provide the other Party with any comments received from the SEC, the Panel or the High Court on any documents filed by it with the SEC, the Panel or the High Court promptly after receipt thereof, other than with respect to any such documents to the extent related to a WTW Competing Proposalapply; and (iiib) to provide the other Party with reasonable prior notice all provisions of any proposed material oral communication with the SEC, the Panel or the High Court and, except this Agreement relating to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity Scheme and its implementation shall apply to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Proposal. (e) If the Takeover Offer is consummated, Aon shall (or shall cause its designees to) effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, a compulsory acquisition of any WTW Shares under section 457 of the Act not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offerimplementation mutatis mutandis. (f) For clarity and except as may be required by the Takeover Rules (and without limiting any other provision of this Agreement), nothing in this Section 3.6 shall require WTW to provide Aon with any information with respect to, or to otherwise take or fail to take any action in connection with WTW’s consideration of or response to, any actual or potential WTW Competing Proposal. (g) If the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Merger.

Switching to a Takeover Offer. (a) Subject to the terms of this Section 3.6, in the event 6.1 The parties currently intend that Aon reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon may elect (subject to receiving the Panel’s consent, if required) to implement the Acquisition will be implemented by way of the Takeover Offer (rather than Scheme. However, Bidco shall be entitled, with the Scheme), whether or not the Scheme Document has been posted. (b) If Aon elects to implement the Acquisition by way consent of the Takeover OfferPanel, WTW undertakes to provide Aon and its Representatives as promptly as reasonably practicable with all such information about WTW or any WTW Subsidiary (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) and to provide all such other assistance as may reasonably be required by the Takeover Rules in connection with the preparation of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representatives. (c) If Aon elects to implement the Acquisition by way of a Takeover Offer, WTW agreesOffer rather than the Scheme (such election being a "Switch") if (and only if): (a) a third party announces a firm intention to make an offer for the issued and to be issued ordinary share capital of Air Partner which is recommended by the Air Partner Board; or (b) the Air Partner Board: (i) withdraws, adversely qualifies or adversely modifies the Air Partner Board Recommendation; (ii) does not include the Air Partner Board Recommendation in the Scheme Document (other than where a Switch has occurred); or (iii) prior to the publication of the Scheme Document, withdraws, qualifies or adversely modifies its intention to make the Air Partner Board Recommendation in the Scheme Document. 6.2 In the event of any Switch, unless otherwise agreed with Air Partner or required by the Panel: (a) Bidco shall: (i) discuss any announcements relating to the Switch and its implementation and any proposed changes to the timetable in relation to the implementation of the Switch with Air Partner; (ii) prepare, in a timely manner, the Offer Document and related form of acceptance; (iii) consult with Air Partner as to the timing of the publication of the Offer Document and the form of acceptance; and (iv) consult with Air Partner as to the form and content of the Offer Document and the form of acceptance; (b) the Acceptance Condition shall be set at 90 per cent of the Air Partner Shares to which the Takeover Offer relates (or such lesser percentage as may be agreed between the parties in writing, after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent of the Air Partner Shares to which the Takeover Offer relates); (c) Bidco shall not, and Parent shall procure that no member of the Bidco Group shall, take any action which would cause the Takeover Offer not to proceed, to lapse or to be withdrawn, in each case for non-fulfilment of any Condition, prior to the 60th day after publication of the Offer Document (or such later date as is set in accordance with Rule 31.3 of the Code) ("Day 60"), including, without limitation, by publishing an acceptance condition invocation notice under Rule 31.6 or specifying in the Offer Document an unconditional date which is earlier than Day 60, and Bidco shall ensure that the Takeover Offer Document will contain provisions consistent remains open for acceptances until such time; (d) Bidco shall not, without the prior written consent of Air Partner, make any acceleration statement (as defined in the Code) unless (i) all of the Conditions (other than the Acceptance Condition) have been satisfied or waived (if capable of waiver); and (ii) the acceleration statement contains no right for Bidco to set the statement aside (except with the terms prior written consent of Air Partner), and conditions Bidco undertakes to Air Partner not to take any action or step otherwise to set out the acceleration statement aside; (e) if at any time following the publication of the Offer Document it is reasonably expected that any outstanding Condition is not likely to be satisfied or waived (if capable of waiver) prior to the last date permitted under Rule 31.1 of the Code, Bidco shall, before the 30th day after the publication of the Offer Document (or such later day as Air Partner may agree), consult with Air Partner and the Panel as to whether the offer timetable should be suspended in accordance with Rule 31.4(a) or (if Day 39 has passed) Day 60 should be extended in accordance with Rule 31.3 of the Rule 2.5 AnnouncementCode (or, the relevant Conditions and if applicable, further suspended or extended) and, if required by Air Partner, shall request such other further terms and conditions as suspension or extension to a date agreed (including any modification thereto) between Aon with Air Partner and the Panel; provided, however, provided always that such date shall not be later than the Long Stop Date; (f) Bidco shall ensure that the terms and only conditions of to the Takeover Offer shall be at least as favorable to the WTW Shareholders and the holders of WTW Options and WTW Share Awards as those which would apply in relation to the Scheme (except for the 80% acceptance condition contemplated by paragraph 9 of Appendix 3 to the Rule 2.5 Announcement); (ii) to reasonably co-operate and consult with Aon in the preparation of the Takeover Offer Document or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; and (iii) thatConditions, subject to replacing the obligations of Scheme Conditions with the WTW Board of Directors under the Takeover Rules, Acceptance Condition and unless the WTW Board of Directors has made a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, the Takeover Offer shall incorporate a recommendation any other modifications or amendments to the WTW Shareholders from the WTW Board of Directors to accept the Takeover Offer and such recommendation shall not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.3. (d) If Aon elects to implement the Acquisition by way of the Takeover Offer in accordance with Section 3.6(a), the Parties mutually agree: (i) to prepare and file with, or submit to, the SEC, the Panel and the High Court, all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Takeover Rules, the Securities Act, the Exchange Act, or otherwise by applicable Law in connection with the Takeover Offer and to make any applications or initiate any appearances as may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the High Court proceedings initiated in connection with the Scheme and, unless the WTW Board of Directors has made a WTW Change of Recommendation, each Party shall have reasonable opportunities to review and make comments on all such documents, amendments and supplements and, following good faith consideration of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable); (ii) to provide the other Party with any comments received from the SEC, the Panel or the High Court on any documents filed by it with the SEC, the Panel or the High Court promptly after receipt thereof, other than with respect to any such documents to the extent related to a WTW Competing Proposal; and (iii) to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Proposal. (e) If the Takeover Offer is consummated, Aon shall (or shall cause its designees to) effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, a compulsory acquisition of any WTW Shares under section 457 of the Act not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offer. (f) For clarity and except Conditions as may be required by the Takeover Rules (and without limiting any other provision of this Agreement), nothing Panel or agreed in this Section 3.6 shall require WTW to provide Aon with any information with respect to, or to otherwise take or fail to take any action in connection with WTW’s consideration of or response to, any actual or potential WTW Competing Proposal.writing between the parties; (g) If Bidco shall keep Air Partner informed, on a regular basis and in any event within two Business Days following receipt of a written request from Air Partner, of the number of Air Partner Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms, the identity of such shareholders and the number of Air Partner Shares to which such forms relate; and (h) all provisions of this agreement relating to the Scheme and its implementation shall apply to the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Mergeror its implementation mutatis mutandis.

Switching to a Takeover Offer. (a) Subject to the terms of this Section 3.6, in the event that Aon AbbVie reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon AbbVie may elect (subject to receiving the Panel’s consent, if required) to implement the Acquisition by way of the Takeover Offer (rather than the Scheme), whether or not the Scheme Document has been posted. (b) If Aon AbbVie elects to implement the Acquisition by way of the Takeover Offer, WTW Allergan undertakes to provide Aon AbbVie and its Representatives as promptly as reasonably practicable with all such information about WTW or any WTW Subsidiary the Allergan Group (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Share Consideration) and to provide all such other assistance as may reasonably be required by the Takeover Rules in connection with the preparation of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representatives. (c) If Aon AbbVie elects to implement the Acquisition by way of a Takeover Offer, WTW ▇▇▇▇▇▇▇▇ agrees: (i) that the Takeover Offer Document will contain provisions consistent with the terms and conditions set out in the Rule 2.5 Announcement, the relevant Conditions and such other further terms and conditions as agreed (including any modification thereto) between Aon AbbVie and the Panel; provided, however, that the terms and conditions of the Takeover Offer shall be at least as favorable to the WTW Allergan Shareholders and the holders of WTW Allergan Options and WTW Allergan Share Awards as those which would apply in relation to the Scheme (except for the 80% acceptance condition contemplated by paragraph 9 of Appendix 3 III to the Rule 2.5 Announcement); (ii) to reasonably co-operate and consult with Aon AbbVie in the preparation of the Takeover Offer Document or any other document or filing (including any necessary prospectus in respect of the Scheme Share Consideration) which is required for the purposes of implementing the Acquisition; and (iii) that, subject to the obligations of the WTW Allergan Board of Directors under the Takeover Rules, and unless the WTW Allergan Board of Directors has made a WTW an Allergan Change of Recommendation pursuant to and in accordance with Section 7.35.3, the Takeover Offer shall incorporate a recommendation to the WTW Allergan Shareholders from the WTW Allergan Board of Directors to accept the Takeover Offer and such recommendation shall not subsequently be withdrawn, adversely modified or qualified except as contemplated by Section 7.35.3. (d) If Aon elects to implement the Acquisition by way of the Takeover Offer in accordance with Section 3.6(a), the Parties mutually agree: (i) to prepare and file with, or submit to, the SEC, the Panel and the High Court, all documents, amendments and supplements required to be filed therewith or submitted thereto pursuant to the Takeover Rules, the Securities Act, the Exchange Act, or otherwise by applicable Law in connection with the Takeover Offer and to make any applications or initiate any appearances as may be required by or desirable to the High Court for the purpose of discontinuing, cancelling or terminating the High Court proceedings initiated in connection with the Scheme and, unless the WTW Board of Directors has made a WTW Change of Recommendation, each Party shall have reasonable opportunities to review and make comments on all such documents, amendments and supplements and, following good faith consideration of such comments by the other Party and approval of such documents, amendments and supplements by the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, file or submit, as the case may be, such documents, amendments and supplements with or to the SEC, the Panel and the High Court (as applicable); (ii) to provide the other Party with any comments received from the SEC, the Panel or the High Court on any documents filed by it with the SEC, the Panel or the High Court promptly after receipt thereof, other than with respect to any such documents to the extent related to a WTW Competing Proposal; and (iii) to provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Panel or the High Court and, except to the extent prohibited by the SEC, the Panel or the High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a WTW Competing Proposal. (e) If the Takeover Offer is consummated, Aon shall (or shall cause its designees to) effect as promptly as reasonably practicable, following it becoming entitled under the Act to do so, a compulsory acquisition of any WTW Shares under section 457 of the Act not acquired in the Takeover Offer for the same consideration per share as provided for in the Takeover Offer. (f) For clarity and except as may be required by the Takeover Rules (and without limiting any other provision of this Agreement), nothing in this Section 3.6 shall require WTW to provide Aon with any information with respect to, or to otherwise take or fail to take any action in connection with WTW’s consideration of or response to, any actual or potential WTW Competing Proposal. (g) If the Takeover Offer is consummated, then Aon agrees, as promptly as reasonably practicable following Completion, to effectuate the Post-Completion Merger.