The issuer, Sensata Investment Co. and each holder of registrable securities, subject to the terms of the
Investor Rights Agreement, have agreed under the terms of the Investor Rights Agreement not to effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the issuer or Sensata Investment Co., as the
case may be, or any securities, options or rights convertible into or exchangeable or exercisable for such securities, during (a) with respect to the issuers initial public offering, the seven days prior to and the 180-day period
beginning on the effective date of such initial public offering, (b) with respect to any other underwritten demand registration or any underwritten piggyback registration in which registrable securities are included, the seven days prior to and
the 90-day period beginning on the effective date of such registration, and (c) upon notice from the issuer of the commencement of an underwritten distribution in connection with any shelf registration, the seven days prior to and the 90-day
period beginning on the date of commencement of such distribution, in each case except as part of such underwritten registration, and in each case unless the underwriters managing the registered public offering otherwise agree.
So long as (i) Bain Capital owns any securities of Sensata
Investment Co. and (ii) Bain Capital, Sensata Investment Co., the other non-employee shareholders of Sensata Investment Co. as of the date of the amended and restated Investor Rights Agreement, and their respective affiliates, when taken together,
continue to own at least 50% of the outstanding ordinary shares of the issuer, Bain Capital has the right to determine the size of the board of directors of Sensata Management Company S.A., the issuer and STI and to designate each director of those
entities (and each designated director must be elected), subject to any rights granted to other persons pursuant to the Investor Rights Agreement (including the rights of Bain Capital Fund IX, L.P. and Bain Capital IX Coinvestment Fund, L.P.
discussed below), the Securityholders Agreement (discussed below), or applicable law. With respect to those entities formed under jurisdictions that provide for a two-tiered board structure (i.e., a supervisory and a management board), Bain Capital
also has the right to determine the size and composition of the management board. Bain Capital Fund IX, L.P. has the right to designate one director to the boards of Sensata Management Company S.A., the issuer and STI and such designee must be
elected. Bain Capital IX Coinvestment Fund, L.P. has the right to designate one director to the boards of Sensata Management Company S.A., the issuer and STI and such designee must be elected. Any director appointed pursuant to one of these
designations can only be removed pursuant the written request of the person with power to designate such director. See ManagementBoard Composition included elsewhere in this prospectus. All such designated directors of the issuer
will be subject to election by the issuers shareholders.
The issuer and Sensata Investment Co. have agreed to indemnify each holder of the securities covered by the Investor Rights Agreement for violations of federal or state securities laws by the issuer or
Sensata Investment Co. in connection with any registration statement, prospectus or any preliminary prospectus. Each holder of such securities has in turn agreed to indemnify the issuer or Sensata Investment Co. for federal or state securities law
violations that occur in reliance upon written information the holder provides to the issuer or Sensata Investment Co. in connection with any registration statement in which a holder of such securities is participating.
To the extent permitted by applicable laws, the issuer is
obligated to provide financial and other information to Bain Capital upon Bain Capitals request so long as Bain Capital owns any securities of Sensata Investment Co.
Pursuant to a Securityholders Agreement among the issuer, Sensata Investment Co., Sensata Management Company S.A., investment funds
associated with Bain Capital (collectively, the Bain Capital Funds) and