·] 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
EMPLOYMENT AGREEMENTEmployment Agreement • July 16th, 2019 • ProSight Global, Inc. • Fire, marine & casualty insurance • New York
EMPLOYMENT AGREEMENT, dated as of [●], 2019 (the “Agreement”), by and between ProSight Global, Inc. (the “Company”), a Delaware corporation, and Anthony Piszel (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 16th, 2019 • ProSight Global, Inc. • Fire, marine & casualty insurance • New York
REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of [•], 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. 2019 EQUITY INCENTIVE PLAN TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTTime-Based Restricted Stock Unit Award Agreement • July 16th, 2019 • 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. 2019 EQUITY INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance-Based Restricted Stock Unit Award Agreement • July 16th, 2019 • 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. STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • July 16th, 2019 • ProSight Global, Inc. • Fire, marine & casualty insurance • Delaware
This STOCKHOLDERS’ AGREEMENT is made as of [●], 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”).
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.
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.
