Delivery of Title. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under this Plan prior to:

Title to Shares. The exact spelling of the name(s) under which Grantee shall take title to the Shares is:

Delivery of Title Policy. The Title Company shall issue at Closing, or unconditionally commit at Closing to issue, to ​ an ALTA Owner’s Policy of Title Insurance in accordance with [Section 5.3], including extended coverage (with all ALTA and any state specific general exceptions deleted), issued by the Title Company as of the date and time of the recording of the Deeds, insuring ​’s fee simple title to the Real Property in the amount of the Purchase Price, subject only to the Permitted Exceptions (the “Title Policy”). The Title Policy may be delivered after the Closing if, at the Closing, the Title Company issues a currently duly-executed “marked-up” Title Commitment providing title coverage effective as of the Closing Date and irrevocably commits in writing to issue the Title Policy in the form of the “marked-up” Title Commitment promptly after the Closing Date.

Delivery of Shares. Restricted Shares will be registered in the name of the participant and the stock certificate deposited, together with a Stock Power, with the Company or its designated officer or escrow agent. Each such certificate will bear a legend in substantially the following form:

Delivery of Shares. As soon as practicable after the applicable Performance Period has ended, the participant will receive a distribution of the number of Shares earned during the Performance Period, depending upon the extent to which the applicable performance objectives were achieved. Such Shares will be registered in the name of the participant and will be free of all restrictions except for any restrictions pursuant to [Article 14]. Notwithstanding the forgoing, the distribution of Shares provided for herein shall occur not later than two and one-half months following the end of the calendar year in which the Performance Period has ended.

The Shares shall be delivered within such times as set forth on [Exhibit A].

Delivery of Shares. Subject to [Section 10] of the Award, the Shares corresponding to vested Performance RSUs shall be delivered: # within 60 days of the applicable Time-Based Vesting Date (including cases where the Participant terminates employment due to Retirement) or, # if earlier, # within 60 days of the Participant’s termination of employment due to death or Disability, or # as contemplated under [Section 9] of the Award in connection with a Change in Control; provided, however, that if the Award constitutes an item of deferred compensation under Code Section 409A and the vesting event is a Change in Control that is not a “change in control event” within the meaning of Code Section 409A, the Shares shall be delivered on the earliest vesting event contemplated under this [[Section 5(i) or (ii)(1)])]])].

Title. The Company and each Subsidiary has good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and any Subsidiary, free and clear of all liens, encumbrances, security interests, claims and defects that do not, singularly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any Subsidiary; and all of the leases and subleases material to the business of the Company or any Subsidiary, and under which the Company or any Subsidiary holds properties, are in full force and effect, and neither the Company nor any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Title. Seller has good and marketable title to all of the Acquired Assets (including, without limitation, all Client Accounts and all records, files, data and other records related thereto), free and clear of Security Interests other than Permitted Security Interests and no shareholder, member, employee or any other Person or entity has any ownership interest, claim, right to solicit or other present or contingent right or interest in or to any of the Acquired Assets.

Title to Shares; No Liens. At the time of Closing, the USMS will have the authority to convey good and valid title to the Shares, free and clear of any liens, encumbrances, equities, and claims pursuant to the Order. Upon the delivery of the Shares as provided in [Section 2], the Purchaser will acquire good and valid title to the Shares.

Title to the Purchased Shares. Sellers own good, valid and marketable title to the Purchased Shares, free and clear of any and all Liens (other than those imposed by applicable securities Laws), and upon delivery of the Purchased Shares to Buyer on the Closing Date in accordance with this Agreement, and upon Buyer’s payment of the Purchase Price payable at the Closing in accordance with [Section 1.3], the entire legal and beneficial interest in the Purchased Shares and good, valid and marketable title to the Purchased Shares, free and clear of all Liens (other than those imposed by applicable securities Laws or those incurred by Buyer), will pass to Buyer.

Settlement and Delivery of Shares. Shares delivered in settlement of the Performance Share Units will be delivered to the Participant (or, in the case of the Participant’s death, to the person or persons who acquired the right to receive such shares by will, the laws of descent and distribution, or beneficiary designation), net of any shares withheld for Tax-Related Items pursuant to [Section 4.2], as soon as administratively practicable following the Determination Date and the Committee’s certification as to the Company’s Relative TSR performance for the Performance Period; provided, however, that in no event shall settlement occur later than March 15th of the calendar year following the Determination Date. The Company will settle vested PSUs by delivering the corresponding number of shares of Class B Common Stock (subject to withholding to satisfy Tax-Related Items) to the Participant's stock plan account maintained with Morgan Stanley (or its successor as service provider to the Company's equity compensation plans). Following settlement, the Participant may direct Morgan Stanley (or its successor) to sell some or all of such shares, may leave such shares in such stock plan account or may transfer them to an account that the Participant maintains with a bank or broker by following the instructions made available to the Participant by the Company or on behalf of the Company by Morgan Stanley or its successor, as applicable.

As promptly as practicable after # you shall have been deemed to have earned the Restricted Shares in accordance with [Section 1] and # Rockwell Automation has been reimbursed for all required withholding taxes in respect of your earning all the Restricted Shares and Stock Dividends that you have been deemed to have earned, Rockwell Automation shall deliver to you (or in the event of your death, to your estate or any person who acquires your interest in the Restricted Shares by bequest or inheritance) all or the part of the Restricted Shares and Stock Dividends that you have been deemed to have earned.

Delivery of Shares on Exercise. Delivery of certificates for Shares or entry of the Shares into a book entry account maintained by the Transfer Agent pursuant to this Director Award may be postponed by the Company for such period as may be required for it, with reasonable diligence, to comply with any applicable requirements of any federal, state or local law or regulation or any administrative or quasi-administrative requirement applicable to the sale, issuance, distribution or delivery of such Shares. The Compensation Committee may, in its sole discretion, require the Director to furnish the Company with appropriate representations and a written investment letter prior to the delivery of any Shares or entry of the Shares into a book entry account maintained by the Transfer Agent pursuant to this Director Award.

Issuance and Delivery of Shares. Subject to [Section 6.9], within sixty (60) days after the vesting of the Award, the Company shall issue or deliver, subject to the conditions of this Agreement, the vested Shares to the Holder. Such issuance or delivery shall be evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such issuance or delivery, except as otherwise provided in [Section 6]. Prior to the issuance to the Holder of the Shares subject to the Award, the Holder shall have no direct or secured claim in any specific assets of the Company or in such Shares, and will have the status of a general unsecured creditor of the Company.

Title Insurance. The Mortgage Loan is covered by an ALTA lender’s title insurance policy, or with respect to any Mortgage Loan for which the related Mortgaged Property is located in California a CLTA lender’s title insurance policy, or other generally acceptable form of policy or insurance acceptable to Fannie Mae or Freddie Mac and each such title insurance policy is issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring ​, its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in [clauses (i), (ii) and (iii)])])] of paragraph # of this [Schedule 1], and in the case of adjustable rate Mortgage Loans, against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. Additionally, such lender’s title insurance policy affirmatively insures ingress and egress, and against encroachments by or upon the Mortgaged Property or any interest therein. The title policy does not contain any special exceptions (other than the standard exclusions) for zoning and uses and has been marked to delete the standard survey exception or to replace the standard survey exception with a specific survey reading. ​, its successors and assigns, are the sole insureds of such lender’s title insurance policy, and such lender’s title insurance policy is valid and remains in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. Other than with respect to a Scratch and Dent Mortgage Loan, no claims have been made under such lender’s title insurance policy, and no prior holder of the related Mortgage, including ​, has done, by act or omission, anything which would impair the coverage of such lender’s title insurance policy, including without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other Person or entity, and no such unlawful items have been received, retained or realized by ​.

Good Title. Each Shareholder is the record and beneficial owner, and has good and marketable title to YourSpace Shares being exchanged by such Shareholder pursuant to this Agreement as set forth on [Exhibit A], with the right and authority to sell and deliver such YourSpace Shares to the Company as provided herein. Upon registering of the Company as the new owner of such YourSpace Shares in the share register of YourSpace, the Company will receive good title to such YourSpace Shares, free and clear of all Liens.