CREDIT AGREEMENT dated as of June 12, 2020 among PROSIGHT GLOBAL, INC. as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and TRUIST BANK as Administrative Agent SUNTRUST ROBINSON HUMPHREY, INC. and CITIZENS BANK, N. A. as Joint Lead Arrangers and...Credit Agreement • August 11th, 2020 • ProSight Global, Inc. • Fire, marine & casualty insurance • New York
THIS CREDIT AGREEMENT (this “Agreement”) is made and entered into as of June 12, 2020, by and among PROSIGHT GLOBAL, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and TRUIST BANK, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as issuing bank (in such capacity, the “Issuing Bank”) and as swingline lender (in such capacity, the “Swingline Lender”).
·] Shares of Common Stock, Par Value $0.01 Per Share Form of Underwriting AgreementUnderwriting Agreement • July 16th, 2019 • ProSight Global, Inc. • Fire, marine & casualty insurance • New York
ProSight Global, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of [·] shares of common stock, par value $0.01 per share (“Stock”) of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [·] shares and, at the election of the Underwriters, up to [·] additional shares of Stock. The aggregate of [·] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [·] additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein coll
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 4th, 2021 • ProSight Global, Inc. • Fire, marine & casualty insurance • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of January 14, 2021 (this “Agreement”), is entered into among Pedal Parent, Inc., a Delaware corporation (“Parent”), Pedal Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and ProSight Global, Inc., a Delaware corporation (the “Company”). Capitalized terms and certain other terms used in this Agreement have the meanings ascribed to such terms in Section 8.15.
EMPLOYMENT AGREEMENTEmployment Agreement • March 10th, 2020 • ProSight Global, Inc. • Fire, marine & casualty insurance • New York
EMPLOYMENT AGREEMENT, dated as of August 7, 2019 (the “Agreement”), by and between ProSight Global, Inc. (the “Company”), a Delaware corporation, and Robert Bailey (the “Executive”).
Registration rights agreement by and among ProSight Global, Inc. ProSight Parallel Investment LLC ProSight Investment LLC ProSight TPG, L.P. TPG PS 1, L.P. TPG PS 2, L.P. TPG PS 3, L.P. TPG PS 4, L.P. And the Other Stockholders of ProSight Global,...Registration Rights Agreement • July 29th, 2019 • ProSight Global, Inc. • Fire, marine & casualty insurance • New York
REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of July 29, 2019, by and among ProSight Global, Inc., a Delaware corporation (the “Issuer”), ProSight Parallel Investment LLC, a Delaware limited liability company (“ProSight Parallel Investment”), ProSight Investment LLC, a Delaware limited liability company (“ProSight Investment” and, together with ProSight Parallel Investment, the “GS Investors”), ProSight TPG, L.P., a Delaware limited partnership (“ProSight TPG”), TPG PS 1, L.P., a Cayman limited partnership, (“TPG PS 1”), TPG PS 2, L.P., a Cayman limited partnership (“TPG PS 2”), TPG PS 3, L.P., a Cayman limited partnership (“TPG PS 3”) and TPG PS 4, L.P., a Cayman limited partnership (“TPG PS 4” and, together with ProSight TPG, TPG PS 1, TPG PS 2 and TPG PS 4, the “TPG Investors”) and the other signatories hereto (the “Key Individuals”).
PROSIGHT GLOBAL, INC.Time-Based Restricted Stock Unit Award Agreement • March 10th, 2020 • ProSight Global, Inc. • Fire, marine & casualty insurance
This Time-Based Restricted Stock Unit Award Agreement (this “Award Agreement”) evidences an award of time-based restricted stock units (“RSUs”) by ProSight Global, Inc., a Delaware corporation (together with any Subsidiary, and any successor entity thereto, the “Company”), under the ProSight Global, Inc. 2019 Equity Incentive Plan (as amended, supplemented or modified from time to time, the “Plan”). Capitalized terms not defined in the Award Agreement have the meanings given to them in the Plan.
PROSIGHT GLOBAL, INC.Performance-Based Restricted Stock Unit Award Agreement • March 10th, 2020 • ProSight Global, Inc. • Fire, marine & casualty insurance
This Performance-Based Restricted Stock Unit Award Agreement (this “Award Agreement”) evidences an award of performance-based restricted stock units (“PSUs”) by ProSight Global, Inc., a Delaware corporation (together with any Subsidiary, and any successor entity thereto, the “Company”), under the ProSight Global, Inc. 2019 Equity Incentive Plan (as amended, supplemented or modified from time to time, the “Plan”). Capitalized terms not defined in the Award Agreement have the meanings given to them in the Plan.
PROSIGHT GLOBAL, INC.Performance Shares Award Agreement • March 10th, 2020 • ProSight Global, Inc. • Fire, marine & casualty insurance
This Performance Shares Award Agreement (this “Award Agreement”) evidences an award of performance-based restricted shares (“Performance Shares”) by ProSight Global, Inc., a Delaware corporation (together with any Subsidiary, and any successor entity thereto, the “Company”), under the ProSight Global, Inc. 2019 Equity Incentive Plan (as amended, supplemented or modified from time to time, the “Plan”). Capitalized terms not defined in the Award Agreement have the meanings given to them in the Plan.
Prosight global, inc. STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • July 29th, 2019 • ProSight Global, Inc. • Fire, marine & casualty insurance
This STOCKHOLDERS’ AGREEMENT is made as of July 29, 2019, among ProSight Global, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), ProSight Parallel Investment LLC, a Delaware limited liability company, ProSight Investment LLC, a Delaware limited liability company (each a “GS Investor”, and, collectively, the “GS Investors”), ProSight TPG, L.P., a Delaware limited partnership, TPG PS 1, L.P., a Cayman limited partnership, TPG PS 2, L.P., a Cayman limited partnership, TPG PS 3, L.P., a Cayman limited partnership and TPG PS 4, L.P., a Cayman limited partnership (each a “TPG Investor”, and, collectively, the “TPG Investors”, and, together with the GS Investors, the “Investors”).
AMENDMENT TO TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • March 10th, 2020 • ProSight Global, Inc. • Fire, marine & casualty insurance
This Amendment is made the 23rd day of January 2020 by and between ProSight Global, Inc., a Delaware corporation (“Company”), and Joseph Beneducci (the “Executive”), as an amendment to the Transition and Separation Agreement entered into by the Company, ProSight Global Holdings Limited (“PGHL”) and the Executive dated the 3rd day of May, 2019 (the “Separation Agreement”).
PROSIGHT GLOBAL, INC.Time-Based Restricted Shares Award Agreement • March 10th, 2020 • ProSight Global, Inc. • Fire, marine & casualty insurance
The Plan is incorporated herein by reference. Except as otherwise set forth in the Award Agreement, the Award Agreement and the Plan constitute the entire agreement and understanding of the parties with respect to the Restricted Shares. In the event that any provision of the Award Agreement is inconsistent with the Plan, the terms of the Plan will control. Except as specifically provided herein, in the event that any provision of this Award Agreement is inconsistent with any employment agreement or similar agreement between the Grantee and the Company (“Employment Agreement”), the terms of the Employment Agreement will control.
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2019 • ProSight Global, Inc. • Fire, marine & casualty insurance
THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of July 29, 2016, is entered into by and between ProSight Specialty Insurance Holdings, Inc. (the “Company”), a Delaware corporation, and Joseph Beneducci (the “Executive”).
TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • June 28th, 2019 • ProSight Global, Inc. • Fire, marine & casualty insurance • New York
This Transition and Separation Agreement (the “Agreement”) is made this 3rd day of May, 2019 (the “Effective Date”), by and among ProSight Specialty Insurance Holdings, Inc., a Delaware corporation (“PSIH”) and ProSight Global Holdings Limited, an exempted company incorporated in Bermuda (“PGHL” and together with PSIH, the “Company”), and Joseph Beneducci (the “Executive”).
RESTRICTED STOCK UNIT AWARD AGREEMENT ProSight Global Holdings LimitedRestricted Stock Unit Award Agreement • June 28th, 2019 • ProSight Global, Inc. • Fire, marine & casualty insurance
This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made effective as of February 7, 2017 (the “Grant Date”), between ProSight Global Holdings Limited, an exempted company incorporated in Bermuda, and any successor thereto by merger, consolidation or otherwise (the “Company”), and (the “Grantee”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2019 • ProSight Global, Inc. • Fire, marine & casualty insurance
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of March 9, 2016, is entered into by and between ProSight Specialty Insurance Holdings, Inc. (the “Company”), a Delaware corporation, and Joseph Beneducci (the “Executive”).
AMENDMENT TO TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • January 28th, 2020 • ProSight Global, Inc. • Fire, marine & casualty insurance
This Amendment is made the 23rd day of January 2020 by and between ProSight Global, Inc., a Delaware corporation (“Company”), and Joseph Beneducci (the “Executive”), as an amendment to the Transition and Separation Agreement entered into by the Company, ProSight Global Holdings Limited (“PGHL”) and the Executive dated the 3rd day of May, 2019 (the “Separation Agreement”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 6th, 2019 • ProSight Global, Inc. • Fire, marine & casualty insurance • Delaware
This INDEMNIFICATION AGREEMENT is made this 29th day of July, 2019 (“Agreement”), by and between ProSight Global, Inc., a Delaware corporation (the “Company”) and _______________ (“Indemnitee”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2019 • ProSight Global, Inc. • Fire, marine & casualty insurance
WHEREAS ProSight Specialty Insurance Holdings, Inc. (the “Company”), a Delaware corporation, and Joseph Beneducci (the “Executive”) are parties to an Employment Agreement, dated September 14, 2010 (“Employment Agreement”);
RESTRICTED STOCK UNIT AWARD AGREEMENT ProSight Global Holdings LimitedRestricted Stock Unit Award Agreement • June 28th, 2019 • ProSight Global, Inc. • Fire, marine & casualty insurance
This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made effective as of March 7, 2016 (the “Grant Date”), between ProSight Global Holdings Limited, an exempted company incorporated in Bermuda, and any successor thereto by merger, consolidation or otherwise (the “Company”), and Joseph Beneducci (the “Grantee”).
PROSIGHT GLOBAL, INC. 2019 EQUITY INCENTIVE PLAN FOUNDERS GRANT RESTRICTED STOCK UNIT AWARD AGREEMENTFounders Grant Restricted Stock Unit Award Agreement • July 16th, 2019 • ProSight Global, Inc. • Fire, marine & casualty insurance
This Founders Grant Restricted Stock Unit Award Agreement (this “Award Agreement”) evidences an award of time-based restricted stock units (“RSUs”) by ProSight Global, Inc., a Delaware corporation (together with any Subsidiary, and any successor entity thereto, the “Company”), under the ProSight Global, Inc. 2019 Equity Incentive Plan (as amended, supplemented or modified from time to time, the “Plan”). Capitalized terms not defined in the Award Agreement have the meanings given to them in the Plan.
PROSIGHT GLOBAL, INC.Non-Employee Director Restricted Stock Unit Award Agreement • July 16th, 2019 • ProSight Global, Inc. • Fire, marine & casualty insurance
This Non-Employee Director Restricted Stock Unit Award Agreement (this “Award Agreement”) evidences an award of time-based restricted stock units (“RSUs”) by ProSight Global, Inc., a Delaware corporation (together with any Subsidiary, and any successor entity thereto, the “Company”), under the ProSight Global, Inc. 2019 Equity Incentive Plan (as amended, supplemented or modified from time to time, the “Plan”). Capitalized terms not defined in the Award Agreement have the meanings given to them in the Plan.
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • January 19th, 2021 • ProSight Global, Inc. • Fire, marine & casualty insurance • Delaware
This Stockholder Support Agreement (this “Agreement”), dated as of January 14, 2021, is made by and among Pedal Parent, Inc., a Delaware corporation (“Parent”), GS Capital Partners VI Fund, L.P., GS Capital Partners VI Offshore Fund, L.P. GS Capital Partners VI GmbH & Co. KG, GS Capital Partners VI Parallel, L.P., ProSight TPG, L.P., TPG PS 1, L.P., TPG PS 2, L.P., TPG PS 3, L.P. and TPG PS 4, L.P. (the “Stockholders” and each a “Stockholder”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below), each as in effect on the date hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2019 • ProSight Global, Inc. • Fire, marine & casualty insurance • New York
EMPLOYMENT AGREEMENT, dated as of September 14, 2010 (the “Employment Agreement”), by and between ProSight Specialty Insurance Holdings, Inc. (the “Company”), a Delaware corporation and an entity indirectly owned by GS Capital Partners VI Fund, L.P. (“GSCP”) and its affiliated funds, TPG Partners VI, L.P. (“TPG” and together with GSCP, the “Sponsors”) and its affiliated funds, and Joseph Beneducci (the “Executive”).
TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • May 12th, 2021 • ProSight Global, Inc. • Fire, marine & casualty insurance • New York
This Transition and Separation Agreement (the “Agreement”) is made this 12th day of May, 2021, by ProSight Global, Inc. (“the “Company”) and Robert Bailey (the “Executive”).
PROSIGHT GLOBAL, INC. 2019 EQUITY INCENTIVE PLAN2019 Supplemental Restricted Stock Unit Award Agreement • July 16th, 2019 • ProSight Global, Inc. • Fire, marine & casualty insurance
This 2019 Supplemental Restricted Stock Unit Award Agreement (this “Award Agreement”) evidences an award of time-based restricted stock units (“RSUs”) by ProSight Global, Inc., a Delaware corporation (together with any Subsidiary, and any successor entity thereto, the “Company”), under the ProSight Global, Inc. 2019 Equity Incentive Plan (as amended, supplemented or modified from time to time, the “Plan”). Capitalized terms not defined in the Award Agreement have the meanings given to them in the Plan.
INCREMENTAL FACILITY AGREEMENT AND AMENDMENTIncremental Facility Agreement • August 11th, 2020 • ProSight Global, Inc. • Fire, marine & casualty insurance
THIS INCREMENTAL FACILITY AGREEMENT AND AMENDMENT, dated as of June 30, 2020 (this “Agreement”), is by and among PROSIGHT GLOBAL, INC., a Delaware corporation (the “Borrower”), each other Loan Party signatory hereto, TRUIST BANK, as Administrative Agent (the “Administrative Agent”), each of the Incremental Revolving Lenders (as defined herein) and each other Lender party hereto.
