THIS ASSIGNMENT AGREEMENT (this Agreement), dated as of April 2, 2020, is entered into by and between Aon plc, a company incorporated under the laws of England and Wales, with registered company number 07876075 (Assignor), and Aon plc, an Irish public limited company, with registered company number 604607 (Assignee). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in that certain Business Combination Agreement, dated as of March 9, 2020 (as amended, modified or supplemented from time to time, the Business Combination Agreement), by and between Assignor and Willis Towers Watson Public Limited Company, an Irish public limited company (WTW).
WHEREAS, pursuant to the Business Combination Agreement, among other things, Assignor has agreed to make an offer to acquire WTW, on the terms and conditions set forth therein and has made an announcement of its firm intention to make an offer pursuant to Rule 2.5 of the Irish Takeover Rules;
WHEREAS, pursuant to the proxy statement filed by the Assignor with the SEC on December 20, 2019, the Cancellation Scheme of Arrangement under Part 26 of the UK Companies Act 2006 in respect of the Assignor (the Aon CSA) was completed on April 1, 2020, pursuant to which Assignor became a wholly-owned subsidiary of Assignee, and Assignee became the publicly traded parent company of Assignor;
WHEREAS, pursuant to Section 1.1 of the Business Combination Agreement and Section 4.2 of that certain Expenses Reimbursement Agreement, dated as of March 9, 2020, by and between Assignor and WTW (the Expenses Reimbursement Agreement), concurrently with or immediately following the completion of the Aon CSA, Assignor shall assign to Assignee, and Assignor shall cause Assignee to assume from Assignor, all of Assignors rights and obligations under the Business Combination Agreement and the Expenses Reimbursement Agreement, respectively;
WHEREAS, the Assignor board of directors and the Assignee board of directors have each duly approved the entry into this Agreement and the consummation of the transactions contemplated hereunder; and
WHEREAS, Assignor has determined that it is fair and reasonable to assign its rights and obligations under the Business Combination Agreement and the Expenses Reimbursement Agreement to Assignee, and Assignee has had sufficient time to review the terms and conditions of the Business Combination Agreement and the Expenses Reimbursement Agreement and, following such review, has determined that it is fair and reasonable and for its own benefit to accept such assignment, on the terms and conditions set forth herein.