AXALTA COATING SYSTEMS LTD. 35,000,000 Common Shares, $1.00 par value Underwriting AgreementUnderwriting Agreement • March 23rd, 2015 • Axalta Coating Systems Ltd. • Paints, varnishes, lacquers, enamels & allied prods • New York
The selling shareholders listed in Schedule 2 hereto (the “Selling Shareholders”), each a member of Axalta Coating Systems Ltd., a company incorporated and organized under the laws of Bermuda (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 35,000,000 common shares, par value $1.00 per share, of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Shareholders propose to sell, at the option of the Underwriters, up to an aggregate of 5,250,000 additional common shares of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The common shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
