Exhibit 10.27

		CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT

AXALTA COATINGS SYSTEMS BETEILIGUNGS GMBH (FORMERLY

GERMANY COATINGS CO GMBH)

as Pledgor

BARCLAYS BANK PLC

as Bank Collateral Agent and Pledgee

and

WILMINGTON TRUST, NATIONAL ASSOCIATION

as Notes Collateral Agent and Pledgee

SHARE PLEDGE AGREEMENT

(Geschäftsanteilsverpfändung)

relating to the shares in Axalta Coating Systems Germany

GmbH (formerly Dupont Performance Coatings GmbH)

CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT VON RECHTSANWÄLTEN, WIRTSCHAFTSPRÜFERN, STEUERBERATERN UND SOLICITORS • SITZ: FRANKFURT AM MAIN • AG FRANKFURT AM MAIN PR 1000

CONTENTS

This SHARE PLEDGE AGREEMENT (the “Agreement”) is made on 24 July 2013

BETWEEN:

WHEREAS:

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NOW, IT IS AGREED as follows:

“Administrative Agent” means Barclays Bank PLC in its capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement.

“Agents” means the Administrative Agent, the Bank Collateral Agent, the Arrangers, the Syndication Agents, the Co-Documentation Agents and the Supplemental Agents (if any) and “Agent” means any of them.

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“Borrower Representative” means the U.S. Co-Borrower as the entity appointed to act on behalf of any Borrower under the Loan Documents.

“Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit, purchasing or debit card, electronic funds transfer and other cash management arrangements to any Loan Party.

“Cash Management Bank” means any Person that (i) at the time it enters into a Cash Management Agreement, is a Lender or an Agent or an affiliate of a Lender or an Agent, (ii) in the case of any Cash Management Agreement in effect on or prior to the Closing Date, is, as of such date or within 30 days thereafter, a Lender or an Agent or an affiliate of a Lender or an Agent and a party to a Cash Management Agreement or (iii) within 30 days after the time it enters into the applicable Cash Management Agreement, becomes a Lender or an Agent or an affiliate of a Lender or an Agent, in each case, in its capacity as a party to such Cash Management Agreement.

“Closing Date” means 1 February 2013.

“Company” means Axalta Coating Systems Germany GmbH (formerly Dupont Performance Coatings GmbH), a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany having its corporate seat in Wuppertal, Germany and registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Wuppertal under HRB 20552.

“Enforcement Event” means the occurrence of an Event of Default that has not been cured or waived and, in respect of which the relevant Collateral Agent has the ability, subject to the delivery to the relevant companies of an Enforcement Notice, if required (provided that, notwithstanding anything to the contrary herein, no Enforcement Notice shall be required if the Enforcement Event resulted from the occurrence of an Event of Default in connection with the occurrence of an actual or deemed entry of an order for relief with respect to any bankruptcy or insolvency law, in each case that is continuing), to exercise any of its/their rights under the Credit Agreement and/or the EUR Notes Indenture in accordance with their respective terms, including to declare all unpaid amounts of indebtedness (or other obligations) incurred under the Credit Agreement and/or the EUR Notes Indenture immediately due and payable and, in the case of the Bank Collateral Agent under the Credit Agreement, to declare the commitments to make loans or issue letters of credit thereunder to be terminated.

“Enforcement Notice” means a notice by the relevant Collateral Agent informing the relevant company that the relevant Collateral Agent intends to exercise rights under the Credit Agreement and/or the EUR Notes Indenture to declare all unpaid amounts of indebtedness (or other obligations) incurred under the Credit Agreement and/or the EUR Notes Indenture immediately due and payable and, in the case of the Bank Collateral Agent under the Credit Agreement, to declare the commitments to make loans or issue letters of credit thereunder to be terminated or to require cash collateralization of any obligations relating to letters of credit issued under facilities under the Credit Agreement, in each case in accordance with the Credit Agreement and/or the EUR Notes Indenture, as applicable.

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“Event of Default” means any event of default (Kündigungsgrund) under the Credit Agreement and/or the EUR Notes Indenture.

“EUR Notes Documents” means the Secured Notes, the EUR Notes Indenture, any guarantees in respect of the Secured Notes, any security documents relating to the EUR Notes Indenture and any other document that may be entered into pursuant to any of the foregoing in relation to the EUR Notes Indenture.

“Existing Shares” has the meaning given to such term in sub-Clause 2.1 hereof.

“Future Shares” means all additional shares in the capital of the Company (irrespective of their nominal value) which the Pledgor may acquire in the future in the event of a share transfer, a share split, a share combination, an increase of the capital of the Company (including by way of authorised capital (genehmigtes Kapital)) or otherwise.

“Hedge Bank” means any Person that (i) at the time it enters into a Swap Contract, is a Lender or an Agent or an affiliate of a Lender or an Agent, (ii) within 30 days after the time it enters into a Swap Contract, becomes a Lender or an Agent or an affiliate of a Lender or an Agent, or (iii) with respect to Swap Contracts in effect as of the Closing Date, is, as of the Closing Date or within 30 days after the Closing Date, a Lender or an Agent or an affiliate of a Lender or an Agent and a party to a Swap Contract, in each case in its capacity as party to such Swap Contract.

“L/C Issuer” means (i) Barclays Bank PLC and Citibank N.A. in their capacity as issuers of any letter of credit under the Credit Agreement and (ii) any other Lender issuing a letter of credit under the Credit Agreement.

“Lenders” means the Original Lenders, any entity which has become a lender under the Credit Agreement and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them.

“Loan Documents” means the Credit Agreement, the Intercreditor Agreement, the Holdings Guaranty Agreement, the Subsidiary Guaranty Agreement, any Secured Cash Management Agreement, any Secured Hedge Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any fee letters relating to the Credit Agreement, any security documents relating to the Credit Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement.

“Loan Finance Parties” means the Lenders (including in their capacity as issuing bank(s), hedge banks and/or cash management banks under the Credit Agreement), the L/C Issuer, the Swing Line Lenders, the Administrative Agent, the Bank Collateral Agent, any Hedge Bank and any Cash Management Bank.

“Loan Parallel Obligations” means the independent obligations of any of the Loan Parties arising pursuant to (i) the Credit Agreement, (ii) any Guaranty Agreement and/or (iii) the Intercreditor Agreement to pay to the Bank Collateral Agent sums equal to the sums owed by such Loan Party to the other Loan Finance Parties (or any of them) under the Loan Documents.

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“Loan Parties” means the Borrowers, the Current Loan Guarantors and any entity which may accede to the Subsidiary Guaranty Agreement as an additional guarantor by entering into a subsidiary guaranty supplement under the Subsidiary Guaranty Agreement and “Loan Party” means any of them.

“Notes Parties” means the Issuers and the Current EUR Notes Guarantors and any entity which may become an additional guarantor under the EUR Notes Indenture.

“Notes Parallel Obligations” means the independent obligations of any of the Notes Parties arising pursuant to the EUR Notes Indenture to pay to the Notes Collateral Agent sums equal to the sums owed by such Note Party to the other Notes Secured Parties (or any of them) under the EUR Notes Documents.

“Notes Secured Parties” means the Secured Noteholders, the Notes Collateral Agent and the Notes Trustee.

“Notes Trustee” means Wilmington Trust, National Association in its capacity as trustee under the EUR Notes Indenture and any successor appointed as trustee under the EUR Notes Indenture.

“Obligors” means the Loan Parties and the Notes Parties.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

“Pledge” and “Pledges” have the meanings given to such terms in sub-Clause 3.1.

“Secured Cash Management Agreement” means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank, except for any such Cash Management Agreement designated in writing by the Borrower Representative to the Administrative Agent as an “unsecured cash management agreement” as of the Closing Date or, if later, as of the time of entering into such Cash Management Agreement.

“Secured Documents” means the Loan Documents and the EUR Notes Documents.

“Secured Hedge Agreement” means any Swap Contract permitted under the Credit Agreement that is entered into by and between any Loan Party and any Hedge Bank, except for any such Swap Contract designated in writing by the Borrower Representative to the Administrative Agent as an “unsecured hedge agreement” as of the Closing Date or, if later, as of the time of entering into such Swap Contract.

“Secured Noteholders” means any registered holders, from time to time, of the Secured Notes, and “Secured Noteholder” means any of them.

“Secured Obligations” means the Loan Parallel Obligations and the Notes Parallel Obligations.

“Secured Parties” means the Loan Finance Parties and the Notes Secured Parties.

“Shares” means the Existing Shares and the Future Shares.

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“Supplemental Agent” means any individual or institution selected and appointed by the Administrative Agent and the Bank Collateral Agent as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent, as applicable, in relation to the Credit Agreement.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any international foreign exchange master agreement, or any other master agreement, including any obligations or liabilities under any such master agreement.

“Swing Line Lender” means Barclays Bank PLC in its capacity as provider of swing line loans in relation to the Credit Agreement or any successor appointed as a swing line lender under the Credit Agreement.

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The Pledges hereunder are constituted in order to secure the prompt and complete satisfaction of any and all Secured Obligations. The Pledges shall also cover any future extension of the Secured Obligations (including, for the avoidance of doubt, any Incremental Facilities) and the Pledgor herewith expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.

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The membership rights, including the voting rights, attached to the Shares remain with the Pledgor. The Pledgor, however, shall at all times until the full satisfaction of all Secured Obligations or the release of the Pledges exercise its membership rights, including its voting rights, in good faith to ensure that the validity and enforceability of the Pledges and the existence or value of all or part of the Shares are not in any way adversely affected, other than through dividend payments pursuant to Clause 4.2 above. The Pledgor undertakes that no resolutions are passed which constitute a breach of its obligations under Clause 10.

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“Net Assets” means an amount equal to the sum of the amounts of the Pledgor’s (or, in the case of a GmbH & Co. KG, its general partner’s) assets (consisting of all assets which correspond to the items set forth in section 266 paragraph 2 A, B, C, D and E of the German Commercial Code (Handelsgesetzbuch – “HGB”)) less the aggregate amount of the Pledgor’s (or, in the case of a GmbH & Co. KG, its general partner’s) liabilities (consisting of all liabilities and liability reserves which correspond to the items set forth in section 266 paragraph 3 B, C, D and E HGB), save that:

any obligations (Verbindlichkeiten) of the Pledgor (and, in the case of a GmbH & Co. KG, of its general partner)

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shall be disregarded.

The Net Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and be based on the same principles that were applied by the Pledgor (or, in the case of a GmbH & Co. KG, its general partner) in the preparation of its most recent annual balance sheet (Jahresbilanz).

“Protected Capital” means in relation to the Pledgor the aggregate amount of:

“Up-stream and/or Cross-stream Security” means the Pledges granted by the Pledgor if and to the extent the Pledges secure the obligations of a Loan Party and/or a Notes Party which is a shareholder of the Pledgor (and/or, in the case of a GmbH & Co. KG, of its general partner) or an affiliated company (verbundenes Unternehmen) of such shareholder within the meaning of section 16, 17 or 18 of the German Stock Corporation Act (Aktiengesetz) (other than the Pledgor and its subsidiaries and, in the case of a GmbH & Co. KG, the general partner and its subsidiaries), provided that it shall not constitute an Up-stream or Cross-stream Security if and to the extent the Pledges secure amounts outstanding under any Secured Document in relation to any financial accommodation made available under such Secured Document to any Borrower and/or Issuer and on-lent to, or issued for the benefit of, the Pledgor or any of its subsidiaries (and, where the Pledgor is a GmbH & Co. KG, to, or for the benefit of, its general partner or any of its subsidiaries) and still outstanding from time to time.

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The Pledgees shall, not later than 5 business days after receipt of such Auditor’s Determination, release an amount equivalent to the Release Amount as determined in the Auditor’s Determination (or an amount equivalent to the additional amount (if any) by which the Release Amount as defined in the Auditor’s Determination exceeds the amount of Enforcement Proceeds already released to the Pledgor (if any) as applicable). For the avoidance of doubt, any Pledgee shall only be obligated to release amounts actually received by it out of the Enforcement Proceeds.

The Pledgor represents and warrants to each of the Pledgees by way of an independent guarantee (selbstständiges Garantieversprechen) that:

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During the term of this Agreement, the Pledgor undertakes to each of the Pledgees:

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Changes and amendments to this Agreement including this Clause 14 shall be made in writing, unless notarial form by operation of law is required.

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The Notary advised the persons appearing:

The Notary is hereby instructed to give notice of this Agreement and the Pledges of the rights pursuant to Clause 3 and Clause 4 to the Company by means of sending to the Company a notice substantially in the form of Schedule 3 hereto which shall be accompanied by a certified copy of this Agreement.

The above Agreement including the Schedules was read aloud by the Notary to the persons appearing, approved by them and signed by the persons appearing and by the Notary in their own hand as follows:

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