INVESTOR RIGHTS AGREEMENT

Exhibit 10.24

EXECUTION COPY

INVESTOR RIGHTS AGREEMENT

among

Sensata Management Company S.A.,

Sensata Investment Company S.C.A.,

Sensata Technologies Holding B.V.,

Funds managed by Bain Capital Partners, LLC or its Affiliates,

and

certain other Persons

Dated as of April 27, 2006

TABLE OF CONTENTS

i

ii

INVESTOR RIGHTS AGREEMENT

This Investor Rights Agreement (this " Agreement ") is made as of April 27, 2006 by and among:

RECITALS

1. Texas Instruments Incorporated, a Delaware corporation (" Seller "), and Sensata Technologies B.V., a private limited liability company organized under the laws of the Netherlands (" Buyer "), are parties to that certain Asset and Stock Purchase Agreement, dated as of January 8, 2006, pursuant to which Buyer and its Subsidiaries will acquire the sensors and controls business of Seller (the " Acquisition ").

2. At the closing of the Acquisition (the " Closing "), Luxco owns 100% of the outstanding securities of Dutchco (other than certain options and other securities granted to employees of Luxco and its Subsidiaries), which in turn owns 100% of the outstanding securities of Sensata Intermediate Holding Company, B.V., which in turn owns 100% of the outstanding securities of Buyer.

3. Luxco, as of the date hereof, is authorized by the Articles (as defined below) to issue securities consisting of 790,909 Ordinary Shares, par value €1.25 per ordinary share, 493,527,216 Series 1 Preferred Equity Certificates, par value €1.25 per certificate (" Series 1 PECs "), 138,409,075 convertible preferred equity certificates, par value €1.25 per certificate (" CPECs ").

4. Luxco and the Investors are parties to that certain Investor Equity Subscription Agreement, dated as of the date hereof (the " Subscription Agreement "), pursuant to which the Investor subscribed for Ordinary Shares of the Luxco, Series 1 PECs, and CPECs. At the

Closing, each of the Investors owns the number and class of securities set forth opposite its name on the "Schedule of Holders" attached hereto in its capacity as a limited securityholder of Luxco. Parent is the manager and unlimited securityholder of Luxco

5. In order to induce the Investors to enter into the Subscription Agreement, Luxco has agreed to provide the rights set out in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Subscription Agreement. Unless otherwise noted in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 7.

AGREEMENT

NOW, THEREFORE, the parties to this Agreement hereby agree as follows:

1. LUXCO DEMAND REGISTRATIONS .

1.1. Requests for Registration . At any time prior to Luxco’s Initial Public Offering, Bain may initiate the registration of Luxco securities in Luxco’s Initial Public Offering. Subject to the other provisions of Section 1, Bain may initiate an unlimited number of registrations of all or part of their Luxco Registrable Securities on Form S-1 or any successor or similar long-form registration (" Long-Form Registrations ") and, if available, an unlimited number of registrations of all or part of their Luxco Registrable Securities on Form S-2 or S-3 or any successor or similar short-form registration (" Short-Form Registrations " and, collectively with Long Form Registrations, " Demand Registrations ").

1.2. Demand Notice . All requests for Demand Registrations shall be made by giving written notice (a " Demand Notice ") to Luxco. Each Demand Notice shall specify the approximate number of Luxco Registrable Securities requested to be registered. Within ten days after receipt of any such Demand Notice, Luxco will give written notice of such requested registration to all other holders of Luxco Registrable Securities and, subject to Section 1.5, will include in such registration (and in all related registrations and qualifications under securities laws or in compliance with other registration requirements and in any related underwriting) all Luxco Registrable Securities with respect to which Luxco has received written requests for inclusion therein within 15 days after the delivery of Luxco’s notice.

1.3. Demand Registration Expenses . Luxco will pay all Registration Expenses in connection with any registration initiated as a Demand Registration, whether or not it has become effective.

1.4. Short-Form Registrations . Demand Registrations will be Short-Form Registrations whenever Luxco is permitted to use any applicable short-form (unless the managing underwriter(s) of such offering requests Luxco to use a Long-Form Registration in order to sell all of the Luxco Registrable Securities requested to be sold). After Luxco has become subject to the reporting requirements of the Securities Exchange Act, Luxco will use its best efforts to make Short-Form Registrations available for the sale of Luxco Registrable Securities. Bain may, in connection with any Demand Registration requested by such holders that is a Short-Form Registration, require Luxco to file such Short-Form Registration with the Securities and Exchange Commission in accordance with and pursuant to Rule 415 under the Securities Act (or any successor or similar rule then in effect) (a " Shelf Registration ").

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1.5. Priority on Demand Registrations . Luxco shall not include in any Demand Registration any securities which are not Luxco Registrable Securities without the prior written consent of the holders of a majority of the Luxco Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriter(s) advises Luxco in writing that in its opinion the number of Luxco Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Luxco Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, then Luxco shall include in such registration, prior to the inclusion of any securities that are not Luxco Registrable Securities, the number of Luxco Registrable Securities requested to be included in such offering that, in the opinion of such underwriter(s), can be sold without adversely affecting the marketability of the offering, pro rata among the respective holders thereof on the basis of the number of Luxco Registrable Securities owned by each such holder, and only then securities that are not Luxco Registrable Securities if the managing underwriter(s) has advised that such securities may be included.

1.6. Restrictions on Demand Registrations . Luxco will not be obligated to effect any Demand Registration within 90 days after the closing of a Public Offering (other than 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). Luxco may postpone for up to 30 days (from the date of the request) the filing or the effectiveness of a registration statement for a Demand Registration if and so long as Luxco determines that such Demand Registration would reasonably be expected to have an adverse effect on any proposal or plan by Luxco or any of the Subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, registration or issuance of securities, financing or other material transaction; provided , however , that in such event, Luxco will pay all Registration Expenses in connection with such registration. Luxco may not postpone a Demand Registration more than two (2) times in any twelve-month period.

1.7. Selection of Underwriters . Bain will have the right to select the underwriter or underwriters to administer the offering, provided that such selection will be subject to the approval of the Parent Board, which approval will not be unreasonably withheld or delayed.

1.8. Other Registration Rights . Luxco represents and warrants that it is not a party to, or otherwise subject to, any other agreement granting registration rights to any other Person with respect to any securities of Luxco, other than the Securityholders Agreement and the Luxco Management Plan. Except as provided in this Agreement, Luxco shall not grant to any Persons the right to request Luxco to register any equity securities of Luxco, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of Bain; provided that without such written consent, (a) Luxco may grant rights to other Persons to participate in Piggyback Registrations so long as such rights are subordinate to the rights of the holders of Luxco Registrable Securities with respect to such Piggyback Registrations; and (b) Luxco may grant rights to other Persons to request registrations so long as the holders of Luxco Registrable Securities are entitled to participate in any such registrations with such Persons pro rata on the basis of the number of securities owned by each such holder.

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2. DUTCHCO DEMAND REGISTRATIONS .

2.1. Requests for Registration . At any time prior to Dutchco’s Initial Public Offering, Luxco, at Bain’s request, shall initiate the registration of Dutchco securities in Dutchco’s Initial Public Offering. Subject to the other provisions of Section 2, Luxco, at the request of Bain, may initiate an unlimited number of Long-Form Registrations and, if available, Short-Form Registrations.

2.2. Demand Notice . All requests for Demand Registrations shall be made by Bain giving a Demand Notice to Luxco and Luxco delivering such Demand Notice to Dutchco. Each Demand Notice shall specify the approximate number of Dutchco Registrable Securities requested to be registered. Within ten days after receipt of any such Demand Notice, Dutchco will give written notice of such requested registration to all other holders of Dutchco Registrable Securities and, subject to Section 2.5, will include in such registration (and in all related registrations and qualifications under securities laws or in compliance with other registration requirements and in any related underwriting) all Dutchco Registrable Securities with respect to which Dutchco has received written requests for inclusion therein within 15 days after the delivery of Dutchco’s notice.

2.3. Demand Registration Expenses . Dutchco will pay all Registration Expenses in connection with any registration initiated as a Demand Registration, whether or not it has become effective.

2.4. Short-Form Registrations . Demand Registrations will be Short-Form Registrations whenever Dutchco is permitted to use any applicable short-form (unless the underwriter of such offering requests Dutchco to use a Long-Form Registration in order to sell all of the Dutchco Registrable Securities requested to be sold). After Dutchco has become subject to the reporting requirements of the Securities Exchange Act, Dutchco will use its best efforts to make Short-Form Registrations available for the sale of Dutchco Registrable Securities. Luxco may, at Bain’s request, in connection with any Demand Registration requested by Luxco that is a Short-Form Registration, require Dutchco to file such Short-Form Registration with the Securities and Exchange Commission as a Shelf Registration.

2.5. Priority on Demand Registrations . Dutchco shall not include in any Demand Registration any securities which are not Dutchco Registrable Securities without the prior written consent of the holders of a majority of the Dutchco Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriter(s) advises Dutchco in writing that in its opinion the number of Dutchco Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Dutchco Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, then Dutchco shall include in such registration, prior to the inclusion of any securities that are not Dutchco Registrable Securities, the number of Dutchco Registrable Securities requested to be included in such offering that, in the opinion of such underwriter(s), can be sold without adversely affecting

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the marketability of the offering, pro rata among the respective holders thereof on the basis of the number of Dutchco Registrable Securities owned by each such holder, and only then securities that are not Dutchco Registrable Securities if the managing underwriter(s) has advised that such securities may be included.

2.6. Restrictions on Demand Registrations . Dutchco will not be obligated to effect any Demand Registration within 90 days after the closing of a Public Offering (other than 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). Dutchco may postpone for up to 30 days (from the date of the request) the filing or the effectiveness of a registration statement for a Demand Registration if and so long as Dutchco determines that such Demand Registration would reasonably be expected to have an adverse effect on any proposal or plan by Dutchco or any of the Subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, registration or issuance of securities, financing or other material transaction; provided , however , that in such event, Dutchco will pay all Registration Expenses in connection with such registration. Dutchco may not postpone a Demand Registration more than two (2) times in any twelve-month period.

2.7. Selection of Underwriters . Luxco will have the right to select the underwriter or underwriters to administer the offering, provided that such selection will be subject to the approval of the Dutchco Board, which approval will not be unreasonably withheld or delayed.

2.8. Other Registration Rights . Dutchco represents and warrants that it is not a party to, or otherwise subject to, any other agreement granting registration rights to any other Person with respect to any securities of Dutchco, other than the Securityholders Agreement and the Luxco Management Plan. Except as provided in this Agreement, Dutchco shall not grant to any Persons the right to request Dutchco to register any equity securities of Dutchco, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of Luxco; provided that without such written consent, (a) Dutchco may grant rights to other Persons to participate in Piggyback Registrations so long as such rights are subordinate to the rights of the holders of Dutchco Registrable Securities with respect to such Piggyback Registrations; and (b) Dutchco may grant rights to other Persons to request registrations so long as the holders of Dutchco Registrable Securities are entitled to participate in any such registrations with such Persons pro rata on the basis of the number of securities owned by each such holder.

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3. PIGGYBACK REGISTRATIONS .

3.1. Right to Piggyback . Whenever Luxco or the Dutchco proposes to register any of its securities under the Securities Act (other than (a) in an Initial Public Offering, (b) pursuant to a Demand Registration to which Section 1 is applicable or (c) in connection with registration on Form S-4 or Form S-8 or any successor or similar form) and the registration form to be used may be used for the registration of Registrable Securities (a " Piggyback Registration "), the Issuer will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 3.3 and 3.4 below, will include in such registration all Registrable Securities with respect to which the Issuer has received written requests for inclusion therein within 30 days after the delivery of the Issuer’s notice. Each such Company notice shall specify the approximate number of Company equity securities to be registered.

3.2. Piggyback Expenses . The Registration Expenses of the holders of Registrable Securities will be paid by the Issuer in all Piggyback Registrations, whether or not any such registration becomes effective.

3.3. Priority on Primary Registrations . If a Piggyback Registration is an underwritten primary registration on behalf of the Issuer and the managing underwriter(s) advises the Issuer in writing (with a copy to each party hereto requesting registration of Registrable Securities) that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of such offering, the Issuer will include in such registration: (a) first, the securities the Issuer proposes to sell, (b) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (c) third, other securities requested to be included in such registration.

3.4. Priority on Secondary Registrations . If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Registrable Securities (other than the Issuer or Bain, as applicable), and the managing underwriter(s) advises the Issuer in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Issuer will include in such registration: (a) first, the securities requested to be included therein by the holders requesting registration, and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities and Registrable Securities on the basis of the number of shares owned by each such holder, and (b) second, other such securities requested to be included in such registration.

4. REGISTRATION GENERALLY .

4.1. Registration Procedures . Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Issuer will use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof and pursuant thereto the Issuer will as expeditiously as possible:

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• • • (a) prepare and (within 60 days after the end of the period within which requests for inclusion in such registration may be given to the Issuer) file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and thereafter use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Issuer will furnish to the counsel selected by the Bain to be included in any Demand Registration copies of all such documents proposed to be filed, which documents will be subject to review by such counsel);

      (b) prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary (i) to keep such registration statement effective for a period (A) of not less than 180 days (subject to extension pursuant to Section 4.3(b)) or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer, (B) of less than 180 days, which period will terminate when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement (but in any event not before the expiration of any longer period required under the Securities Act), or (C) in the case of a Shelf Registration, ending on the earlier of (I) the date on which all Registrable Securities have been sold pursuant to the Shelf Registration or have otherwise ceased to be Registrable Securities, (II) the second anniversary of the effective date of such Shelf Registration and (III) such other date determined by Bain, and (ii) to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement;

      (c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

      (d) use its best efforts to register or qualify such Registrable Securities under such other securities laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Issuer will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in respect of doing business in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);

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• • • (e) promptly notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the discovery of the happening of any event as a result of which, the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and, at the request of any such seller, the Issuer will prepare and furnish to such seller a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the prospective purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

      (f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Issuer are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;

      (g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

      (h) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, effecting a stock split or a combination of shares);

      (i) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Issuer, and cause the Issuer’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

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• • • (j) otherwise use its best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, but not later than 18 months after the effective date of the registration statement, an earnings statement covering the period of at least twelve months beginning with the first day of the Issuer’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

      (k) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, the Issuer will use its reasonable best efforts promptly to obtain the withdrawal of such order;

      (l) obtain one or more comfort letters, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), signed by the Issuer’s independent public accountants in the then-current customary form and covering such matters of the type customarily covered from time to time by comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request;

      (m) provide a legal opinion of the Issuer’s outside counsel, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in the then-current customary form and covering such matters of the type customarily covered from time to time by legal opinions of such nature (in a form reasonably acceptable to the holders of a majority of the Registrable Securities included in the registration);

      (n) cooperate with the sellers of Registrable Securities covered by the registration statement and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or agent, if any, or such holders may request;

      (o) notify counsel for the sellers of Registrable Securities included in such registration statement and the managing underwriter or agent, immediately, and confirm the notice in writing (i) when the registration statement, or any post-effective amendment to the registration statement, shall have become

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• • • effective, or any supplement to the prospectus or any amendment prospectus shall have been filed, (ii) of the receipt of any comments from the Securities and Exchange Commission, (iii) of any request of the Securities and Exchange Commission to amend the registration statement or amend or supplement the prospectus or for additional information, and (iv) of the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes;

      (p) make every reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment;

      (q) if requested by the managing underwriter or agent or any holder of Registrable Securities covered by the registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or agent or such holder reasonably requests to be included therein, including, without limitation, with respect to the number of Registrable Securities being sold by such holder to such underwriter or agent, the purchase price being paid therefor by such underwriter or agent and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment; and

      (r) cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc. or any similar Person.

The Issuer may require each seller of Registrable Securities as to which any registration is being effected to furnish to the Issuer such information relating to the sale or registration of such securities regarding such seller and the distribution of such securities as the Issuer may from time to time reasonably request in writing.

4.2. Registration Expenses .

• • • (a) All expenses incident to the Issuer’s performance of or compliance with this Agreement, including, without limitation, all registration, qualification and filing fees, fees and expenses of compliance with securities laws, printing expenses, messenger and delivery expenses, and fees and

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• • • disbursements of counsel for the Issuer and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by the Issuer (all such expenses being herein called " Registration Expenses "), will be paid by the Issuer in respect of each Demand Registration and each Piggyback Registration, whether or not it has become effective, including that the Issuer will pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Issuer are then listed or on the NASD automated quotation system.

      (b) In connection with each Demand Registration and each Piggyback Registration, whether or not it has become effective, the Issuer will pay, and reimburse the holders of Registrable Securities covered by such registration for the payment of, the reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Registrable Securities included in such registration, and such expenses shall be considered Registration Expenses hereunder.

4.3. Participation in Underwritten Offerings .

• • • (a) No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Issuer to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

      (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Issuer of the happening of any event of the kind described in Section 4.1(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 4.1(e). In the event the Issuer shall give any such notice, the applicable time period mentioned in Section 4.1(b) during which a Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 4.1(e).

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4.4. Holdback Agreements .

• 4.4.1. Securityholder Holdback . To the extent not inconsistent with applicable law, each holder of Registrable Securities shall not effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Issuer, or any securities, options or rights convertible into or exchangeable or exercisable for such securities, during (a) with respect to the Issuer’s 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.

  4.4.2. Issuer Holdback . The Issuer shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during (a) with respect to the Issuer’s 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 any holder(s) of Registrable Securities subject to a Shelf Registration that such holder(s) intend to effect an underwritten distribution of Registrable Securities pursuant to such Shelf Registration (upon receipt of which, the Issuer will promptly notify all other holders of Registrable Securities of the date of the commencement of such distribution), the seven days prior to and the 90-day period beginning on the date of the commencement of such distribution, in each case except as part of such underwritten registration or pursuant t