INDEMNITY AGREEMENTIndemnification Agreement • March 31st, 2015 • WL Ross Holding Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 30, 2015, by and between WL ROSS HOLDING CORP., a Delaware corporation (the “Company”), and Robert S. Miller (“Indemnitee”).
March 30, 2015Letter Agreement • March 31st, 2015 • WL Ross Holding Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in connection with your role as a director or officer of the Company, consistent with the terms required of the company's existing directors and officers pursuant to the Underwriting Agreement (the “Underwriting Agreement”) 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 were sold in the Public
WL Ross Sponsor LLC c/o WL Ross & Co. LLCWaiver Under Administrative Services Agreement • March 31st, 2015 • WL Ross Holding Corp. • Blank checks
We hereby irrevocably and unconditionally waive the $10,000 per month payment obligations (the “Administrative Fee”) of WL Ross Holding Corp. (the “Company”) that is payable to our affiliate, WL Ross & Co. LLC, for the period beginning on January 1, 2015 and ending on December 31, 2015 (the “Waiver Period”) under the Agreement. Following the Waiver Period, the Company shall continue to be obligated to pay the Administrative Fee under the Agreement to WL Ross & Co. LLC.
