WL ROSS HOLDING CORP. and WARRANT AGREEMENT Dated as of [·], 2014Warrant Agreement • May 30th, 2014 • WL Ross Holding Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [·], 2014, is by and between WL Ross Holding Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
40,000,000 Units1 WL Ross Holding Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • May 30th, 2014 • WL Ross Holding Corp. • Blank checks • New York
WL Ross Holding Corp, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 40,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,000,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 30th, 2014 • WL Ross Holding Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2014, is made and entered into by and among WL Ross Holding Corp., a Delaware corporation (the “Company”) and WL Ross Sponsor LLC, a Delaware limited liability company (the “Sponsor”, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • May 30th, 2014 • WL Ross Holding Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of [●], 2014 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between WL Ross Holding Corp., a Delaware corporation (the “Company”), and WL Ross Sponsor LLC, a Delaware Limited Liability Company (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • May 30th, 2014 • WL Ross Holding Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2014, by and between WL ROSS HOLDING CORP., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 30th, 2014 • WL Ross Holding Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2014 by and between WL Ross Holding Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
May 29, 2014Letter Agreement • May 30th, 2014 • WL Ross Holding Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between WL Ross Holding Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 40,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one-half of one share of the Common Stock at a price of $5.75 per half share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Compan
WL Ross Holding Corp. c/o WL Ross & Co. LLCWL Ross Holding Corp. • May 30th, 2014 • Blank checks • New York
This letter will confirm our agreement that, commencing on the date the securities of WL Ross Holding Corp. (the “Company”) are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), WL Ross Sponsor LLC (the “Sponsor”), shall make available to the Company, at 1166 Avenue of the Americas, New York, NY 10036 (or any successor location), certain office space, utilities, and general office, receptionist and secretarial support as may be reasonably required by the Company. In exchange therefor, the Company shall pay WL Ross & Co. LLC, an affiliate of the Sponsor, the sum of $10,000 p
FORM OF CONTRIBUTION AGREEMENTContribution Agreement • May 30th, 2014 • WL Ross Holding Corp. • Blank checks • Delaware
CONTRIBUTION AGREEMENT (this “Agreement”), dated as of [●], 2014, is made and entered into by and among WL Ross Sponsor LLC, a Delaware limited liability company (“Transferor”), and WL Ross Holding Corp., a Delaware corporation (“Transferee”).
