AMENDMENT NO. 1 TO THE PRINCIPAL STOCKHOLDERS AGREEMENT

This Amendment No. 1 (this “Amendment”), dated as of October 30, 2015, amends that certain Principal Stockholders Agreement (the “Stockholders Agreement”) dated as of November 14, 2014 by and among Axalta Coating Systems 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 Islands exempted limited partnership (“CCP”, and together with CPV SA1, CPV SA2, CPV SA3, CPV-A, CPV Coinvest A, CPV Coinvest B and CEP III, the “Initial Carlyle Stockholders”), and any other stockholder who from time to time becomes party to this Agreement by execution of a Joinder Agreement. Capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Stockholders Agreement.

A.The Company and the Initial Carlyle Stockholders entered into the Stockholders Agreement effective as of November 14, 2014.

B.The Initial Carlyle Stockholders and the Company desire to amend the Stockholders Agreement in accordance with Section 5.4 thereof.

Now therefore, in consideration of the foregoing, and the mutual agreements and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: