INDEMNIFICATION AGREEMENTIndemnification Agreement • October 30th, 2014 • Axalta Coating Systems Ltd. • Paints, varnishes, lacquers, enamels & allied prods
This Indemnification and Advancement Agreement (“Agreement”) is made as of , 2014 by and between Axalta Coating Systems Ltd., a Bermuda exempted company, (the “Company”), and (“Indemnitee”).
AXALTA COATING SYSTEMS LTD. [•] Common Shares, $1.00 par value Underwriting AgreementUnderwriting Agreement • October 30th, 2014 • Axalta Coating Systems Ltd. • Paints, varnishes, lacquers, enamels & allied prods • New York
Axalta Coating Systems Ltd., a company incorporated and organized under the laws of Bermuda (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] common shares, par value $1.00 per share, of the Company, and the selling shareholders listed in Schedule 2 hereto, each a member of the Company (the “Selling Shareholders”) propose to sell to the several Underwriters an aggregate of [•] common shares 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 [•] 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
PRINCIPAL STOCKHOLDERS AGREEMENT BY AND AMONG AXALTA COATING SYSTEMS LTD. AND THE CARLYLE STOCKHOLDERSPrincipal Stockholders Agreement • October 30th, 2014 • Axalta Coating Systems Ltd. • Paints, varnishes, lacquers, enamels & allied prods • Delaware
This Principal Stockholders Agreement (this “Agreement”) is made as of [ l ], 2014 by and among Axalta Coating Systems Ltd. (formerly known as Flash Bermuda Co. Ltd. and Axalta Coating Systems Bermuda Co., Ltd.), a Bermuda exempted limited liability company (the “Company”), Carlyle Partners V SA1 Cayman, L.P., a Cayman Islands exempted limited partnership (“CPV SA1”), Carlyle Partners V SA2 Cayman, L.P., a Cayman Islands exempted limited partnership (“CPV SA2”), Carlyle Partners V SA3 Cayman, L.P., a Cayman Islands exempted limited partnership (“CPV SA3”), Carlyle Partners V-A Cayman, L.P., a Cayman Islands exempted limited partnership (“CPV-A”), CP V Coinvestment A Cayman, L.P., a Cayman Islands exempted limited partnership (“CPV Coinvest A”), CP V Coinvestment B Cayman, L.P., a Cayman Islands exempted limited partnership (“CPV Coinvest B”), CEP III Participations, S.à r.l. SICAR, a Luxembourg private limited liability company (“CEP III”), Carlyle Coatings Partners, L.P., a Cayman Isl
