investment funds managed by Unitas Capital Ltd. (collectively, the Unitas Funds), the Unitas Funds have tag along rights, piggyback registration rights and
information rights and Bain Capital has drag along rights. In addition, this agreement imposes transfer restrictions on the securities held by the Unitas Funds. The Securityholders Agreement will be amended and restated prior to the
completion of this offering. This summary takes into account the amendment and restatement.
Tag Along Rights
If the Bain Capital Funds propose to transfer any of their securities, each of the Unitas Funds will have the right, but not the obligation, to participate in such transfer subject to the terms and
conditions set forth in the Securityholders Agreement. Notwithstanding the previous sentence, the Unitas Funds will not have tag along rights with respect to the following transfers, which we refer to as exempt transfers:
a transfer by the Bain Capital Funds or the Unitas Funds to any of such holders affiliates,
a transfer by the Bain Capital Funds in a publicly registered sale,
after a public offering, including this offering, a transfer by the Bain Capital Funds or the Unitas Funds to their respective partners or members in
the form of dividends or distributions and any subsequent sales by such partners or members, and
a transfer by the Unitas Funds or any other person with the prior written approval of Bain Capital (provided the transferee agrees to be bound to the
Unitas Fund electing to participate in a transfer has the right to participate at the same price and on the same terms as the Bain Capital Fund proposing to transfer its securities. The Unitas Funds will be entitled to sell a number of each class of
securities being transferred equal to such holders pro rata share of such class of securities.
If Sensata Investment Co. distributes securities of the issuer to the holders of Sensata Investment Co.s securities, Sensata Investment
Co. is obligated to cause the issuer to remove transfer restrictions, if any, applicable to the securities held by the Unitas Funds, including amending the issuers organizational documents or causing the issuers board or directors to
approve a transfer of such securities. Following our conversion into a public company with limited liability, our articles of association will not contain any restrictions on the transfer of our ordinary shares.
Whenever Sensata Investment Co. proposes to register any
securities held by the Bain Capital Funds under the Securities Act (or any similar listed offering outside the United States), each of the Unitas Funds has the right, but not the obligation, to participate in such registration. The Unitas Funds
electing to participate in a registration will be entitled to include in such registration, at the same price and on equal terms as the Bain Capital Funds, a number of each class of securities being offered equal to such holders pro rata share
of the securities of such class as are proposed to be included by the Bain Capital Funds in the registration. The number of securities that the Bain Capital Funds and the Unitas Funds may include in the registration may be restricted if the managing
underwriter advises Sensata Investment Co. 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.
In addition, if at any time following this offering, Sensata
Investment Co. distributes the securities of the issuer to the shareholders of Sensata Investment Co. (whether in liquidation, dividend or otherwise), and the issuer proposes to register any securities held by the Bain Capital Funds under the
Securities Act (or any similar listed offering outside the United States), each of the Unitas Funds has the right, but not the obligation, to participate in such registration on terms similar to those described in the preceding paragraph.