Prospectus Delivery. Immediately prior to execution of this Agreement, the Company shall have delivered to the Buyer, and as soon as practicable after execution of this Agreement the Company shall file, Prospectus Supplements with respect to the Securities to be issued on the Closing Date, as required under, and in conformity with, the 1933 Act, including Rule 424(b) thereunder. The Company shall provide the Buyer a reasonable opportunity to comment on a draft of each Prospectus Supplement and any Issuer Free Writing Prospectus, shall give due consideration to all such comments and, subject to the provisions of Section ‎4(b) hereof, shall deliver or make available to the Buyer, without charge, an electronic copy of each form of Prospectus Supplement, together with the Prospectus, and any Permitted Free Writing Prospectus on the Closing Date. The Company consents to the use of the Prospectus (and of any Prospectus Supplements thereto) in accordance with the provisions of the 1933 Act and with the securities or “blue sky” laws of the jurisdictions in which the Securities may be sold by the Buyer, in connection with the offering and sale of the Securities and for such period of time thereafter as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is required by the 1933 Act to be delivered in connection with sales of the Securities. If during such period of time any event shall occur that in the judgment of the Company and its counsel is required to be set forth in the Registration Statement or the Prospectus or any Permitted Free Writing Prospectus or should be set forth therein in order to make the statements made therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, or if it is necessary to amend the Registration Statement or supplement or amend the Prospectus or any Permitted Free Writing Prospectus to comply with the 1933 Act or any other applicable law or regulation, the Company shall forthwith prepare and, subject to Section ‎4(b) above, file with the SEC an appropriate amendment to the Registration Statement or Prospectus Supplement to the Prospectus (or supplement to the Permitted Free Writing Prospectus) and shall expeditiously furnish or make available to the Buyer an electronic copy thereof.

Prospectus Notification. Copies of the Stock Incentive Plan, the plan summary and prospectus which describes the Stock Incentive Plan (the “Prospectus”) and the most recent Annual Report and Proxy Statement issued by the Company (collectively, the “Prospectus Information”) are available for review by Participants on the UBS One Source Web site. Each Participant shall have the right to receive a printed copy of the Prospectus Information, free of charge, upon request by either calling the third party Plan Administrator at [[Phone]] or by sending a written request to Parker’s Total Rewards Department.

Prospectus Delivery. [[Company:Organization]] consents to the use of the Prospectus (and of each Prospectus Supplement thereto) in accordance with the provisions of the Securities Act and with the securities or “blue sky” laws of the jurisdictions in which the Purchase Shares may be sold by [[Investor:Organization]], in connection with the offering and sale of the Purchase Shares and for such period of time thereafter as the Prospectus is required by the Securities Act to be delivered in connection with sales of the Purchase Shares. [[Company:Organization]] will make available to [[Investor:Organization]] upon request, and thereafter from time to time will furnish to [[Investor:Organization]], as many copies of the Prospectus (and each Prospectus Supplement thereto) as [[Investor:Organization]] may reasonably request for the purposes contemplated by the Securities Act within the time during which the Prospectus is required by the Securities Act to be delivered in connection with sales of the Purchase Shares. If during such period of time any event shall occur that in the reasonable judgment of [[Company:Organization]] and its counsel, or in the reasonable judgment of [[Investor:Organization]] and its counsel, is required to be set forth in the Registration Statement, the Prospectus or any Prospectus Supplement or should be set forth therein in order to make the statements made therein (in the case of the Prospectus or any Prospectus Supplement, in light of the circumstances under which they were made) not misleading, or if in the reasonable judgment of [[Company:Organization]] and its counsel, or in the reasonable judgment of [[Investor:Organization]] and its counsel, it is otherwise necessary to amend the Registration Statement or supplement the Prospectus or any Prospectus Supplement to comply with the Securities Act or any other applicable law or regulation, [[Company:Organization]] shall forthwith prepare and, subject to Section 5(k) above, file with the SEC an appropriate amendment to the Registration Statement or an appropriate Prospectus Supplement and in each case shall expeditiously furnish to [[Investor:Organization]], at [[Company:Organization]]’s expense, such amendment to the Registration Statement or such Prospectus Supplement, as applicable, as may be necessary to reflect any such change or to effect such compliance. [[Company:Organization]] shall have no obligation to separately advise [[Investor:Organization]] of, or deliver copies to [[Investor:Organization]] of, the SEC Documents, all of which [[Investor:Organization]] shall be deemed to have notice of.

Rule 424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file with the SEC, pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to be used in connection with sales of the Registrable Securities under the Registration Statement. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such prospectus prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its reasonable best efforts to comment upon such prospectus within one (1) Business Day from the date the Investor receives the final pre-filing version of such prospectus.

Plan and Prospectus. This Award is granted pursuant to the Plan and is subject to the terms thereof (including all applicable vesting, forfeiture, settlement and other provisions). A copy of the Plan, as well as a prospectus for the Plan, has been provided to the Participant, and the Participant acknowledges receipt thereof.

Delivery of Registration Statement and Prospectus. The Company will furnish to the Agent and its counsel (at the reasonable expense of the Company) copies of the Registration Statement, the Prospectus (including all documents incorporated by reference therein) and all amendments and supplements to the Registration Statement or Prospectus that are filed with the Commission during the Prospectus Delivery Period (including all documents filed with the Commission during such period that are deemed to be incorporated by reference therein), in each case as soon as reasonably practicable and in such quantities as the Agent may from time to time reasonably request and, at the Agent’s request, will also furnish copies of the Prospectus to each exchange or market on which sales of the Placement Shares may be made; provided, however, that the Company shall not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on EDGAR.

Amendments to Registration Statement; Prospectus Supplements. Except as provided in this Agreement and other than periodic and current reports required to be filed pursuant to the Exchange Act, [[Company:Organization]] shall not file with the SEC any amendment to the Registration Statement or any supplement to the Base Prospectus that refers to [[Investor:Organization]], the Transaction Documents or the transactions contemplated thereby (including, without limitation, any Prospectus Supplement filed in connection with the transactions contemplated by the Transaction Documents), in each case with respect to which # [[Investor:Organization]] shall not previously have been advised and afforded the opportunity to review and comment thereon at least two (2) Business Days prior to filing with the SEC, # [[Company:Organization]] shall not have given due consideration to any comments thereon received from [[Investor:Organization]] or its counsel, or # [[Investor:Organization]] shall reasonably object, unless [[Company:Organization]] reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which case [[Company:Organization]] shall promptly (but in no event later than 24 hours) so inform [[Investor:Organization]], [[Investor:Organization]] shall be provided with a reasonable opportunity to review and comment upon any disclosure referring to [[Investor:Organization]], the Transaction Documents or the transactions contemplated thereby, as applicable, and [[Company:Organization]] shall expeditiously furnish to [[Investor:Organization]] a copy thereof. In addition, for so long as, in the reasonable opinion of counsel for [[Investor:Organization]], the Prospectus is required to be delivered in connection with any acquisition or sale of Purchase Shares by [[Investor:Organization]], [[Company:Organization]] shall not file any Prospectus Supplement with respect to the Purchase Shares without furnishing to [[Investor:Organization]] as many copies of such Prospectus Supplement, together with the Prospectus, as [[Investor:Organization]] may reasonably request.

“Prospectus” shall mean the prospectus (including any preliminary, final or summary prospectus) included in any Registration Statement, all amendments and supplements to such prospectus and all other material incorporated by reference in such prospectus;

“Prospectus” means the Base Prospectus, as supplemented by any Prospectus Supplement, including the documents incorporated by reference therein.

the investor has had full opportunity to read and review such Prospectus and Prospectus Supplement and the additional documents they incorporate by reference, and consult with an attorney regarding such Prospectus, Prospectus Supplement and additional documentation; and