The Investor Rights Agreement
Pursuant to an Investor Rights Agreement among the issuer, Sensata Investment Co. and Sensata Management
Company S.A., which is the manager of Sensata Investment Co., Bain Capital has demand registration rights with respect to ordinary shares of the issuer and Sensata Investment Co., board rights with respect to the issuer, Sensata Management Company
S.A. and STI and information rights with respect to the issuer. In addition, each of the parties to the Investor Rights Agreement has piggyback registration rights with respect to any registration by the issuer or Sensata Investment Co.
The Investor Rights Agreement will be amended and restated prior to the completion of this offering. This summary takes into account the amendment and restatement.
Demand Registration Rights
Bain Capital may initiate an unlimited number of registrations of its securities subject to this agreement
pursuant to long-form or, if available, short-form registration. The issuer is obligated to pay all expenses with respect to any such registration. Bain Capital did not exercise a demand registration right with respect to this offering.
The issuer may not include in any demand registration any
securities which are not subject to this agreement without the consent of the holders of a majority of the registrable securities subject to this agreement. If the managing underwriter of a demand registration advises the issuer that the number of
securities being registered exceeds the number which can be sold without adversely affecting the marketability of the offering, then the issuer may limit the number of securities that will be included in the registration, pro rata among the
respective holders thereof.
The issuer is not
obligated to effect any registration demanded by Bain Capital within 90 days after the closing of any public offering (other than an offering on Form S-4 or Form S-8 or any successor or similar form, but including the closing of an underwritten
distribution pursuant to a shelf registration).
The issuer may not grant registration rights to any other persons with respect to any of the issuers equity securities, or any securities convertible or exchangeable into or exercisable for such equity securities, without the prior
written consent of Sensata Investment Co., except:
the issuer may grant piggyback registration rights to other persons if such rights are subordinate to the piggyback rights provided to the parties to
the Investor Rights Agreement, and
the issuer may grant registration rights to other persons if such parties are entitled to participate in any such registrations with respect to their
Capital may also initiate an unlimited number of registrations of the ordinary shares or other equity securities of Sensata Investment Co. held by the parties to the Investor Rights Agreement. The terms and conditions of these registration rights
are equivalent to those described above.
Piggyback Registration Rights
Whenever the issuer or Sensata Investment Co. proposes to register any of its securities under the Securities Act (other than in an initial public offering, pursuant to a registration of Sensata Investment Co. securities demanded by Bain
Capital or in connection with a registration on Form S-4 or Form S-8) then the issuer or Sensata Investment Co., as the case may be, is obligated to include in such registration all registrable securities with respect to which it has received
written requests for inclusion therein. The issuer or Sensata Investment Co., as the case may be, is obligated to pay all registration expenses.
If any piggyback registration is an underwritten registration and the managing underwriter advises that in its opinion, the
number of securities being registered exceeds the number which can be sold without adversely affecting the marketability of the offering, then the issuer or Sensata Investment Co., as the case may be, may limit the number of securities that will be
included in the registration.