Common use of Executives General Release and Waiver of Claims Clause in Contracts

Executives General Release and Waiver of Claims. For purposes of this Agreement, the “Released Parties” means, individually and collectively, the Company, its parent, subsidiary, and affiliated companies, GS Capital Partners VI Fund, L.P., and its subsidiaries and affiliated funds, TPG Partners VI, L.P. and its direct and indirect parent companies, subsidiaries and affiliates, including affiliated investment funds and management companies, and each of such entities’ successors, assigns, current or former employees, officers, directors, owners, shareholders, representatives, administrators, fiduciaries, agents, insurers, and employee benefit programs (and the trustees, administrators, fiduciaries and insurers of any such programs). Except as provided in the next paragraph, in consideration of the payments made and to be made, and benefits provided and to be provided, to Executive pursuant to the Employment Agreement, Executive hereby unconditionally and forever releases, discharges and waives any and all actual and potential claims, liabilities, demands, actions, causes of action, suits, costs, controversies, judgments, decrees, verdicts, attorneys’ and consultants’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the execution date of this Agreement, other than the Excluded Obligations (as defined below) (the “Released Claims”) against the Released Parties. The Released Claims include any and all matters relating to Executive’s employment including, without limitation, claims or demands related to salary, bonuses, commissions, stock, equity awards, or any other ownership interest in the Company or any of their affiliates, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims for discrimination based upon race, color, sex, creed, national origin, age, disability or any other characteristic protected by federal, state or local law or any other violation of any Equal Employment Opportunity Law, ordinance, rule, regulation or order, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Americans with Disabilities Act; claims under the Employee Retirement Income Security Act of 1974, as amended, the Equal Pay Act, the Fair Labor Standards Act, as amended, the Family and Medical Leave Act of 1993, as amended; the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the New York State Human Rights Law, the New York Labor Law, the New York State Civil Rights Law, the New York City Human Rights Law, New Jersey Law Against Discrimination, New Jersey Conscientious Employee Protection Act, The New Jersey Family Leave Act, The New Jersey Wage Payment Law, The New Jersey Wage and Hour Law, The New Jersey Equal Pay Act, retaliation claims under the New Jersey Workers’ Compensation Law, or the laws of any country governing discrimination in employment, the payment of wages or benefits, or any other aspect of employment. The Released Claims also include claims for wrongful discharge, fraud or misrepresentation under any statute, rule or regulation or under the common law and any other claims under the common law. Notwithstanding the foregoing, Executive does not release, discharge or waive any claims related to (1) rights to payments and benefits provided under the Employment Agreement that are contingent upon the execution by Executive of this Agreement, (2) any vested equity interest in the Company or an affiliate, (3) rights under the ProSight Global, Inc. Stockholders Agreement, dated [•], 2019, and any equity ownership agreement, (4) rights to any vested benefits or rights under any health and welfare plans or other employee benefit plans or programs sponsored by the Company or an affiliate (including by way of example and without limitation, the Executive’s right to pursue a claim for benefits under the Company’s or an affiliate’s group health plan with respect to a claim arising prior to the date of this Agreement), (5) rights as an equity holder of the Company or an affiliate, (6) rights to be indemnified and/or advanced expenses under any corporate document of the Company or an affiliate, any agreement or pursuant to applicable law or to be covered under any applicable directors’ and officers’ liability insurance policies, (7) any claim or cause of action to enforce the Executive’s rights under this Agreement, (8) any right to receive an award from a government agency under its whistleblower program for reporting in good faith a possible violation of law to such government agency, (10) any recovery to which Executive may be entitled pursuant to applicable workers’ compensation and unemployment insurance laws, (11) Executive’s right to challenge the validity of the waiver and release of ADEA claims, and (12) any right where a waiver is expressly prohibited by law (the “Excluded Obligations”).

Executives General Release and Waiver of Claims. For purposes of In exchange for the consideration provided in this Agreement, the “Released Parties” meansExecutive on behalf of himself and his heirs, individually and collectively, the Company, its parent, subsidiary, and affiliated companies, GS Capital Partners VI Fund, L.P., and its subsidiaries and affiliated funds, TPG Partners VI, L.P. and its direct and indirect parent companies, subsidiaries and affiliates, including affiliated investment funds and management companies, and each of such entities’ successors, assigns, current or former employees, officers, directors, owners, shareholdersexecutors, representatives, administrators, fiduciaries, agents, insurers, and employee benefit programs (and the trustees, administrators, fiduciaries successors, and insurers assigns (collectively, the “Releasors”) irrevocably and unconditionally fully and forever waive, release, and discharge the Company Group, including each member of any such programs). Except as provided in the next paragraphCompany Group’s parents, subsidiaries, affiliates, predecessors, successors, and assigns, and all of their respective officers, directors, employees, shareholders, trustees and partners, in consideration of their corporate and individual capacities (collectively, the payments made and to be made“Releasees”), and benefits provided and to be provided, to Executive pursuant to the Employment Agreement, Executive hereby unconditionally and forever releases, discharges and waives from any and all actual and potential claims, liabilities, demands, actions, causes of actionactions, suits, costs, controversiesobligations, judgments, decreesrights, verdicts, attorneys’ and consultants’ fees, damages, indemnities debts, obligations, liabilities, and obligations expenses (inclusive of every attorneys’ fees) of any kind and naturewhatsoever (collectively, in “Claims”), whether known or unknown, from the beginning of time through the Effective Date, including, without limitation, any claims under any federal, state, local, or foreign law, equitythat Releasors may have, have ever had, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, may in the future have arising out of of, or in any way related to agreementsthe Executive’s hire, eventsbenefits, acts employment, termination, or conduct at separation from employment with the Company Group and any time prior to and including the execution date of this Agreementactual or alleged act, omission, transaction, practice, conduct, occurrence, or other than the Excluded Obligations matter, including, but not limited to: (as defined belowi) (the “Released Claims”) against the Released Parties. The Released Claims include any and all matters relating to Executive’s employment including, without limitation, claims or demands related to salary, bonuses, commissions, stock, equity awards, or any other ownership interest in the Company or any of their affiliates, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims for discrimination based upon race, color, sex, creed, national origin, age, disability or any other characteristic protected by federal, state or local law or any other violation of any Equal Employment Opportunity Law, ordinance, rule, regulation or order, including, without limitation, under Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Americans with Disabilities Act; claims under , the Employee Retirement Income Security Family and Medical Leave Act of 1974(with respect to existing but not prospective claims), as amendedthe Fair Labor Standards Act, the Equal Pay Act, the Fair Labor Standards Employee Retirement Income Security Act, as amended(with respect to unvested benefits), the Family and Medical Leave Civil Rights Act of 19931991, as amended; Section 1981 of U.S.C. Title 42, the Worker Adjustment and Retraining Notification Act, the National Labor Relations Act, the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”)Act, the New York State Human Uniform Services Employment and Reemployment Rights LawAct, the New York Labor LawGenetic Information Nondiscrimination Act, the New York State Civil Rights Law, the New York City Human Rights Law, New Jersey Law Against Discrimination, the New Jersey Family Medical Leave Act, the New Jersey Conscientious Employee Protection Act, The New Jersey Family Leave Act, The the New Jersey Wage Payment Law, The the New Jersey Wage and Hour Law, The New Jersey Equal Pay Act, retaliation claims under the New Jersey Workers’ ' Compensation Act, the New Jersey Equal Pay Act, the New Jersey Civil Union Act, the New Jersey Smoking Law, all including any amendments and their respective implementing regulations, and any other federal, state, local, or the laws foreign law (statutory, regulatory, or otherwise) that may be legally waived and released; (ii) any and all claims for compensation of any country governing discrimination in employmenttype whatsoever, including but not limited to claims for salary, wages, bonuses, commissions, incentive compensation, vacation, and severance that may be legally waived and released, including, but not limited to, any amounts owed to the payment Executive under the Employment Agreement; (iii) any and all claims arising under tort, contract, and quasi-contract law, including but not limited to claims of wages breach of an expressed or benefitsimplied contract, tortious interference with contract or prospective business advantage, breach of the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or sickness or any other aspect harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, and negligent or intentional infliction of employmentemotional distress; and (iv) any and all claims for monetary or equitable relief, including but not limited to attorneys' fees, back pay, front pay, reinstatement, experts' fees, medical fees or expenses, costs, and disbursements. By referencing the laws above, the Company does not admit to coverage of the Company Group or the Releasees under any of these laws. The Released Claims also include Executive represents that the Executive has not assigned or transferred, or purported to assign or transfer, any of the claims for wrongful discharge, fraud released in this Section 5 or misrepresentation under any statute, rule portion thereof or regulation or under the common law and any other claims under the common law. Notwithstanding the foregoing, Executive does not release, discharge or waive any claims related to (1) rights to payments and benefits provided under the Employment Agreement that are contingent upon the execution by Executive of this Agreement, (2) any vested equity interest in the Company or an affiliate, (3) rights under the ProSight Global, Inc. Stockholders Agreement, dated [•], 2019, and any equity ownership agreement, (4) rights therein to any vested benefits or rights under any health and welfare plans or other employee benefit plans or programs sponsored by the Company or an affiliate (including by way of example and without limitation, the Executive’s right to pursue a claim for benefits under the Company’s or an affiliate’s group health plan with respect to a claim arising third party prior to the date of this Agreement), (5) rights as an equity holder of the Company or an affiliate, (6) rights to be indemnified and/or advanced expenses under any corporate document of the Company or an affiliate, any agreement or pursuant to applicable law or to be covered under any applicable directors’ and officers’ liability insurance policies, (7) any claim or cause of action to enforce the Executive’s rights under this Agreement, (8) any right to receive an award from a government agency under its whistleblower program for reporting in good faith a possible violation of law to such government agency, (10) any recovery to which Executive may be entitled pursuant to applicable workers’ compensation and unemployment insurance laws, (11) Executive’s right to challenge the validity of the waiver and release of ADEA claims, and (12) any right where a waiver is expressly prohibited by law (the “Excluded Obligations”)Effective Date.

Executives General Release and Waiver of Claims. For a. In consideration of Executive’s right to receive consideration as a consultant (as defined in the Agreement) and Company’s release of claims, and subject to full performance by Company under the terms and conditions specified therein, Executive, on behalf of himself and Executive’s spouse, attorneys, heirs, executors, administrators, trustees, legal representatives, agents, successors and assigns (hereinafter collectively referred to for purposes of this Agreement, Section 1 as the “Released Parties” meansExecutive”), individually and collectivelyHEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, the CompanyGENERALLY RELEASES, its parent, subsidiary, and affiliated companies, GS Capital Partners VI Fund, L.P., AND FOREVER DISCHARGES Company and its subsidiaries past, present and affiliated fundsfuture affiliates, TPG Partners VIrelated entities, L.P. and its direct and indirect parent companies, subsidiaries and affiliatessubsidiary companies, including affiliated investment funds and management companiesdivisions, and each of such entities’ successors, assigns, current or former employeestheir respective predecessors, officers, directors, ownersmanagers, shareholdersemployees, trustees, fiduciaries, administrators, executives, agents, representatives, administratorsprincipals, fiduciaries, agentsaccountants, insurers, attorneys, successors and employee benefit programs assigns (and collectively, the trustees, administrators, fiduciaries and insurers of any such programs). Except as provided in the next paragraph, in consideration of the payments made and to be made, and benefits provided and to be provided, to Executive pursuant to the Employment Agreement, Executive hereby unconditionally and forever releases, discharges and waives “Company Released Parties”) from any and all actual and potential claims, liabilitiescharges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations, losses, suits, costs, controversies, judgments, decrees, verdicts, attorneys’ and consultants’ counsel fees, damagesand liabilities of any kind or nature whatsoever, indemnities and obligations of every kind and nature, at law or in law, equity, WHETHER KNOWN OR UNKNOWN, existing or otherwise, known and unknowncontingent, suspected and or unsuspected, disclosed and undisclosedapparent or concealed, foreign or domestic which Executive has now or in the future may claim to have against any or all of Company Released Parties, including without limitation claims based upon, arising out of of, or in any way related relating to agreementsany facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, acts causes, matters or conduct at things of any time conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to and including the Executive’s execution date of this AgreementRelease Agreement that are in any way based upon, other than the Excluded Obligations (as defined below) (the “Released Claims”) against the Released Parties. The Released Claims include any and all matters arising under, or relating to Executive’s employment includingwith Company or any of its subsidiaries or affiliates, the termination of Executive’s employment with Company or any of its subsidiaries or affiliates, Executive’s services as an officer, director, or employee of Company or any of its subsidiaries or affiliates (hereinafter collectively referred to as the “Executive’s Released Claims”). The Executive’s Released Claims include, without limitation, claims or demands related to salarybased on, bonuses, commissions, stock, equity awardsarising under, or any other ownership interest relating to the Age Discrimination in the Company or any of their affiliatesEmployment Act, vacation pay29 U.S.C. § 621 et seq., fringe benefits, expense reimbursements, severance pay, or any other form of compensationas amended; claims for discrimination based upon race, color, sex, creed, national origin, age, disability or any other characteristic protected by federal, state or local law or any other violation of any Equal Employment Opportunity Law, ordinance, rule, regulation or order, including, without limitation, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., as amended; amended (including the Civil Rights Act of 1991); the Americans with Disabilities ActAct of 1990, 42 U.S.C. § 12101 et seq., as amended; claims under the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq., as amended; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq., as amended, ; the Equal Pay Act of 1963, 29 U.S.C. § 206(d), as amended; Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq., as amended; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq., as amended; the Fair Labor Standards ActManagement Relations Act 29 U.S.C. §§ 141 et seq., as amended, the Family Occupational Safety and Medical Leave Act of 1993Health Act, 29 U.S.C. §§ 651 et seq., as amended; the Age Discrimination in Employment Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. §§ 1961 et seq., as amended; the Sarbanes Oxley Act of 19672002; the Sabine Pilot Doctrine or the American Jobs Creation Act of 2004; any other federal, as amended state or local statutory laws relating to employment, discrimination in employment (including, without limitation, the California Fair Employment and Housing Act; the California Family Rights Act; the California Equal Pay Law; the Uxxxx Civil Rights Act, California Civil Code Section 51 et seq.; the California Labor Code; the California Civil Code; the California Constitution; the California Business and Professions Code 17200), termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by Company Released Parties; any common law claims, including but not limited to actions in tort, defamation, fraud (including fraudulent inducement into this Release Agreement), promissory estoppel, negligence, and breach of contract; any claims or damages for wrongful discharge or retaliatory discharge; and any claims arising under any common law theory or any federal, state, or local statute or ordinance not expressly referenced above. b. To the fullest extent permitted by law, and subject to the provisions of Section 1.d below, Executive represents and affirms that he has not filed or caused to be filed on Executive’s behalf any complaint, action, lawsuit, arbitration, request for relief, claim, or other proceeding (legal, equitable, administrative, or of any other nature) against any of Company Released Parties related to the Executive’s Released Claims and, to the best of Executive’s knowledge and belief, there are no outstanding complaints, actions, lawsuits, arbitrations, requests for relief, claims, or other proceedings (legal, equitable, administrative or of any other nature) asserted on behalf of Executive against any of Company Released Parties related to any of the Executive’s Released Claims. Nothing in this Release Agreement shall prevent Executive from filing a charge (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (the “ADEAEEOC”), the New York State Human Rights LawNational Labor Relations Board (the “NLRB”), the New York Labor LawCalifornia Department of Fair Employment and Housing (the “DFEH”), or other similar federal, state, or local agency, or from participating in any investigation or proceeding conducted by the EEOC, the New York State Civil Rights LawNLRB, the New York City Human Rights LawDFEH, New Jersey Law Against Discriminationor similar federal, New Jersey Conscientious Employee Protection Actstate, The New Jersey Family Leave Actor local agencies. However, The New Jersey Wage Payment Lawby entering into this Release Agreement, The New Jersey Wage Executive understands and Hour Lawagrees that Executive is waiving any and all rights to recover any monetary relief or other personal relief as a result of any such EEOC, The New Jersey Equal Pay ActNLRB, retaliation DFEH, or similar federal, state, or local agency proceeding, including any subsequent legal action. c. In waiving and releasing any and all claims whether or not now known, Executive understands that this means that, if he later discovers facts different from or in addition to those facts currently known by him, or believed by him to be true, the waivers and releases of this Release Agreement will remain effective in all respects — despite such different or additional facts and Executive’s later discovery of such facts, even if he would not have agreed to this Release Agreement if he had prior knowledge of such facts. Executive further acknowledges he had read Section 1542 of the California Civil Code which provides as follows: Executive understands that Section 1542 gives Executive the right not to release existing claims of which Executive is not now aware, unless Executive voluntarily chooses to waive this right. Even though Executive is aware of this right, Executive nevertheless hereby expressly and voluntarily waives the rights described in Section 1542 (or any similar relevant law of any state, other jurisdiction, or country) and elects to assume all risks for claims that now exist in Executive’s favor, known or unknown, arising from the Executive’s Released Claims. d. Nothing in this Section 1, or elsewhere in this Release Agreement, is intended as, or shall be deemed or operate as, a release by Executive of (i) any claims to enforce obligations or limitations of Company under the New Jersey Workers’ Compensation LawAgreement or this Release Agreement, or the laws of any country governing discrimination in employment, the payment of wages or benefits, or any other aspect of employment. The Released Claims also include including without limitation claims for wrongful discharge, fraud or misrepresentation under any statute, rule or regulation or under the common law and any other claims under the common law. Notwithstanding the foregoing, Executive does not release, discharge or waive any claims related to (1) rights to payments and benefits provided to which Executive is entitled under Sections 3b and 4c of the Employment Agreement that are contingent upon the execution by Executive of this Agreement, subject to the terms and conditions specified therein, (2ii) any claims for any vested equity interest in the benefits under any agreements with Company or an affiliateCompany-sponsored benefit plans (e.g., 401(k) benefits), (3iii) any rights or claims of Executive for indemnification or related duties by any Company Released Party under the ProSight Globalany written indemnification agreement, Inc. Stockholders AgreementCompany’s By-Laws or Articles of Incorporation, dated [•]or under applicable law, 2019(iv) any rights to coverage under any director and officer liability insurance or other insurance policies, and any equity ownership run-off policy thereto, or under COBRA or similar state law, (v) unemployment insurance, (vi) worker’s compensation benefits, (vii) state disability compensation, (viii) any rights or claims under federal or state law that cannot, as a matter of law, be waived by private agreement, (4ix) rights to any vested benefits or rights under any health and welfare plans or other employee benefit plans or programs sponsored by the Company or an affiliate (including by way claims arising out of example and without limitation, the Executive’s right to pursue rights as a claim for benefits under shareholder of Company, and (x) any claims arising after the Company’s or an affiliate’s group health plan with respect to a claim arising prior to the effective date of this Release Agreement), (5) rights as an equity holder of the Company or an affiliate, (6) rights to be indemnified and/or advanced expenses under any corporate document of the Company or an affiliate, any agreement or pursuant to applicable law or to be covered under any applicable directors’ and officers’ liability insurance policies, (7) any claim or cause of action to enforce the Executive’s rights under this Agreement, (8) any right to receive an award from a government agency under its whistleblower program for reporting in good faith a possible violation of law to such government agency, (10) any recovery to which Executive may be entitled pursuant to applicable workers’ compensation and unemployment insurance laws, (11) Executive’s right to challenge the validity of the waiver and release of ADEA claims, and (12) any right where a waiver is expressly prohibited by law (the “Excluded Obligations”).

Executives General Release and Waiver of Claims. For a. In consideration of Executive’s release of claims, and subject to full performance by Company under the terms and conditions specified therein, Executive, on behalf of himself and Executive’s spouse, attorneys, heirs, executors, administrators, trustees, legal representatives, agents, successors and assigns (hereinafter collectively referred to for purposes of this Agreement, Section 1 as the “Released Parties” meansExecutive”), individually and collectivelyHEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, the CompanyGENERALLY RELEASES, its parent, subsidiary, and affiliated companies, GS Capital Partners VI Fund, L.P., AND FOREVER DISCHARGES Company and its subsidiaries past, present and affiliated fundsfuture affiliates, TPG Partners VIrelated entities, L.P. and its direct and indirect parent companies, subsidiaries and affiliatessubsidiary companies, including affiliated investment funds and management companiesdivisions, and each of such entities’ successors, assigns, current or former employeestheir respective predecessors, officers, directors, ownersmanagers, shareholdersemployees, trustees, fiduciaries, administrators, executives, agents, representatives, administratorsprincipals, fiduciaries, agentsaccountants, insurers, attorneys, successors and employee benefit programs assigns (and collectively, the trustees, administrators, fiduciaries and insurers of any such programs). Except as provided in the next paragraph, in consideration of the payments made and to be made, and benefits provided and to be provided, to Executive pursuant to the Employment Agreement, Executive hereby unconditionally and forever releases, discharges and waives “Company Released Parties”) from any and all actual and potential claims, liabilitiescharges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations, losses, suits, costs, controversies, judgments, decrees, verdicts, attorneys’ and consultants’ counsel fees, damagesand liabilities of any kind or nature whatsoever, indemnities and obligations of every kind and nature, at law or in law, equity, WHETHER KNOWN OR UNKNOWN, existing or otherwise, known and unknowncontingent, suspected and or unsuspected, disclosed and undisclosedapparent or concealed, foreign or domestic which Executive has now or in the future may claim to have against any or all of Company Released Parties, including without limitation claims based upon, arising out of of, or in any way related relating to agreementsany facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, acts causes, matters or conduct at things of any time conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to and including the Executive’s execution date of this AgreementRelease Agreement that are in any way based upon, other than the Excluded Obligations (as defined below) (the “Released Claims”) against the Released Parties. The Released Claims include any and all matters arising under, or relating to Executive’s employment includingwith Company or any of its subsidiaries or affiliates, the termination of Executive’s employment with Company or any of its subsidiaries or affiliates, Executive’s services as an officer, director, or employee of Company or any of its subsidiaries or affiliates (hereinafter collectively referred to as the “Executive’s Released Claims”). The Executive’s Released Claims include, without limitation, claims or demands related to salarybased on, bonuses, commissions, stock, equity awardsarising under, or any other ownership interest relating to the Age Discrimination in the Company or any of their affiliatesEmployment Act, vacation pay29 U.S.C. § 621 et seq., fringe benefits, expense reimbursements, severance pay, or any other form of compensationas amended; claims for discrimination based upon race, color, sex, creed, national origin, age, disability or any other characteristic protected by federal, state or local law or any other violation of any Equal Employment Opportunity Law, ordinance, rule, regulation or order, including, without limitation, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., as amended; amended (including the Civil Rights Act of 1991); the Americans with Disabilities ActAct of 1990, 42 U.S.C. § 12101 et seq., as amended; claims under the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq., as amended; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq., as amended, ; the Equal Pay Act of 1963, 29 U.S.C. § 206(d), as amended; Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq., as amended; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq., as amended; the Fair Labor Standards ActManagement Relations Act 29 U.S.C. §§ 141 et seq., as amended, the Family Occupational Safety and Medical Leave Act of 1993Health Act, 29 U.S.C. §§ 651 et seq., as amended; the Age Discrimination in Employment Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. §§ 1961 et seq., as amended; the Sarbanes Oxley Act of 19672002; the Sabine Pilot Doctrine or the American Jobs Creation Act of 2004; any other federal, as amended state or local statutory laws relating to employment, discrimination in employment (including, without limitation, the California Fair Employment and Housing Act; the California Family Rights Act; the California Equal Pay Law; the Uxxxx Civil Rights Act, California Civil Code Section 51 et seq.; the California Labor Code; the California Civil Code; the California Constitution; the California Business and Professions Code 17200), termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for employment or reemployment by Company Released Parties; any common law claims, including but not limited to actions in tort, defamation, fraud (including fraudulent inducement into this Release Agreement), promissory estoppel, negligence, and breach of contract; any claims or damages for wrongful discharge or retaliatory discharge; and any claims arising under any common law theory or any federal, state, or local statute or ordinance not expressly referenced above. b. To the fullest extent permitted by law, and subject to the provisions of Section 1.d below, Executive represents and affirms that he has not filed or caused to be filed on Executive’s behalf any complaint, action, lawsuit, arbitration, request for relief, claim, or other proceeding (legal, equitable, administrative, or of any other nature) against any of Company Released Parties related to the Executive’s Released Claims and, to the best of Executive’s knowledge and belief, there are no outstanding complaints, actions, lawsuits, arbitrations, requests for relief, claims, or other proceedings (legal, equitable, administrative or of any other nature) asserted on behalf of Executive against any of Company Released Parties related to any of the Executive’s Released Claims. Nothing in this Release Agreement shall prevent Executive from filing a charge (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (the “ADEAEEOC”), the New York State Human Rights Law, the New York National Labor Law, the New York State Civil Rights Law, the New York City Human Rights Law, New Jersey Law Against Discrimination, New Jersey Conscientious Employee Protection Act, The New Jersey Family Leave Act, The New Jersey Wage Payment Law, The New Jersey Wage and Hour Law, The New Jersey Equal Pay Act, retaliation claims under the New Jersey Workers’ Compensation Law, or the laws of any country governing discrimination in employment, the payment of wages or benefits, or any other aspect of employment. The Released Claims also include claims for wrongful discharge, fraud or misrepresentation under any statute, rule or regulation or under the common law and any other claims under the common law. Notwithstanding the foregoing, Executive does not release, discharge or waive any claims related to (1) rights to payments and benefits provided under the Employment Agreement that are contingent upon the execution by Executive of this Agreement, (2) any vested equity interest in the Company or an affiliate, (3) rights under the ProSight Global, Inc. Stockholders Agreement, dated [•], 2019, and any equity ownership agreement, (4) rights to any vested benefits or rights under any health and welfare plans or other employee benefit plans or programs sponsored by the Company or an affiliate (including by way of example and without limitation, the Executive’s right to pursue a claim for benefits under the Company’s or an affiliate’s group health plan with respect to a claim arising prior to the date of this Agreement), (5) rights as an equity holder of the Company or an affiliate, (6) rights to be indemnified and/or advanced expenses under any corporate document of the Company or an affiliate, any agreement or pursuant to applicable law or to be covered under any applicable directors’ and officers’ liability insurance policies, (7) any claim or cause of action to enforce the Executive’s rights under this Agreement, (8) any right to receive an award from a government agency under its whistleblower program for reporting in good faith a possible violation of law to such government agency, (10) any recovery to which Executive may be entitled pursuant to applicable workers’ compensation and unemployment insurance laws, (11) Executive’s right to challenge the validity of the waiver and release of ADEA claims, and (12) any right where a waiver is expressly prohibited by law Relations Board (the “Excluded ObligationsNLRB”), the California Department of Fair Employment and Housing (the “DFEH”), or other similar federal, state, or local agency, or from participating in any investigation or proceeding conducted by the EEOC, the NLRB, the DFEH, or similar federal, state, or local agencies. However, by entering into this Release Agreement, Executive understands and agrees that Executive is waiving any and all rights to recover any monetary relief or other personal relief as a result of any such EEOC, NLRB, DFEH, or similar federal, state, or local agency proceeding, including any subsequent legal action. c. In waiving and releasing any and all claims whether or not now known, Executive understands that this means that, if he later discovers facts different from or in addition to those facts currently known by him, or believed by him to be true, the waivers and releases of this Release Agreement will remain effective in all respects — despite such different or additional facts and Executive’s later discovery of such facts, even if he would not have agreed to this Release Agreement if he had prior knowledge of such facts. Executive further acknowledges he had read Section 1542 of the California Civil Code which provides as follows:

Executives General Release and Waiver of Claims. For purposes of this Agreement, the “Released Parties” means, individually and collectively, the Company, its parent, subsidiary, and affiliated companies, GS Capital Partners VI Fund, L.P., and its subsidiaries and affiliated funds, TPG Partners VI, L.P. and its direct and indirect parent companies, subsidiaries and affiliates, including affiliated investment funds and management companies, and each of such entities’ successors, assigns, current or former employees, officers, directors, owners, shareholders, representatives, administrators, fiduciaries, agents, insurers, and employee benefit programs (and the trustees, administrators, fiduciaries and insurers of any such programs). Except as provided in the next paragraph, in consideration of the payments made and to be made, and benefits provided and to be provided, to Executive pursuant to the Employment Separation Agreement, Executive hereby unconditionally and forever releases, discharges and waives any and all actual and potential claims, liabilities, demands, actions, causes of action, suits, costs, controversies, judgments, decrees, verdicts, attorneys’ and consultants’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the execution date of this Agreement, other than the Excluded Obligations (as defined below) (the “Released Claims”) against the Released Parties. The Released Claims include any and all matters relating to Executive’s employment including, without limitation, claims or demands related to salary, bonuses, commissions, stock, equity awards, or any other ownership interest in the Company or any of their affiliates, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims for discrimination based upon race, color, sex, creed, national origin, age, disability or any other characteristic protected by federal, state or local law or any other violation of any Equal Employment Opportunity Law, ordinance, rule, regulation or order, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Americans with Disabilities Act; claims under the Employee Retirement Income Security Act of 1974, as amended, ; the Equal Pay Act, ; the Fair Labor Standards Act, as amended, ; the Family and Medical Leave Act of 1993, as amended; the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the New York State Human Rights Law, the New York Labor Law, the New York State Civil Rights Law, the New York City Human Rights Law, New Jersey Law Against Discrimination, New Jersey Conscientious Employee Protection Act, The New Jersey Family Leave Act, The New Jersey Wage Payment Law, The New Jersey Wage and Hour Law, The New Jersey Equal Pay Act, retaliation claims under the New Jersey Workers’ Compensation Law, or the laws of any country governing discrimination in employment, the payment of wages or benefits, or any other aspect of employment. The Released Claims also include claims for wrongful discharge, fraud or misrepresentation under any statute, rule or regulation or under the common law and any other claims under the common law. Notwithstanding the foregoing, Executive does not release, discharge or waive any claims related to (1) rights to payments and benefits provided under the Employment Separation Agreement that are contingent upon the execution by Executive of this Agreement, (2) any vested equity interest in the Company or an affiliate, (3) rights under the ProSight Global, Inc. Stockholders Agreement, dated [•]July 29, 2019, and any equity ownership agreement, (4) rights to any vested benefits or rights under any health and welfare plans or other employee benefit plans or programs sponsored by the Company or an affiliate (including by way of example and without limitation, the Executive’s right to pursue a claim for benefits under the Company’s or an affiliate’s group health plan with respect to a claim arising prior to the date of this Agreement), (5) rights as an equity holder of the Company or an affiliate, (6) rights to be indemnified and/or advanced expenses under any corporate document of the Company or an affiliate, any agreement or pursuant to applicable law or to be covered under any applicable directors’ and officers’ liability insurance policies, (7) any claim or cause of action to enforce the Executive’s rights under this Agreement, (8) any right to receive an award from a government agency under its whistleblower program for reporting in good faith a possible violation of law to such government agency, (10) any recovery to which Executive may be entitled pursuant to applicable workers’ compensation and unemployment insurance laws, (11) Executive’s right to challenge the validity of the waiver and release of ADEA claims, and (12) any right where a waiver is expressly prohibited by law (the “Excluded Obligations”).