Exhibit 10.18


 


THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND
THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE.  THIS
NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES
ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY
MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE COMPANY AND THE SECURITIES
INTO WHICH IT MAY BE CONVERTED MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY
TO THE EFFECT THAT ANY PROPOSED SALE OR SALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
 


 


WL ROSS HOLDING CORP.


CONVERTIBLE PROMISSORY NOTE


 


	Principal Amount: Not to Exceed $300,000 (See Schedule A)	
         Dated
        as of March 26, 2015

        New York, New York



 


FOR VALUE RECEIVED and subject to the terms
and conditions set forth herein, WL Ross Holding Corp., a Delaware corporation and blank check company (the “Maker”),
promises to pay to the order of WL Ross Sponsor LLC or its registered assigns or successors in interest (the
“Payee”), or order, the principal balance as set forth on Schedule A hereto in lawful money of the United
States of America; which schedule shall be updated from time to time by the parties hereto to reflect all advances and readvances
outstanding under this Note; provided that at no time shall the aggregate of all advances and readvances outstanding under this
Note exceed Three Hundred Thousand Dollars ($300,000).  All payments on this Note shall be made by check or wire transfer
of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate
by written notice in accordance with the provisions of this Note.


 


1.            Principal. All
unpaid principal under this Note including accrued interest thereon pursuant to Section 2 below shall be due and payable in full
on June 11, 2016 (such date, the “Maturity Date”), unless accelerated upon the occurrence of an Event of Default
(as defined below). Any outstanding principal amount to date under this Note may be prepaid at any time by the Maker, at its election
and without penalty; provided, however, that Payee shall have a right to first convert such principal balance pursuant to Section
5 below upon notice of such prepayment.




 


2.            Interest. Interest
shall accrue at a rate of five percent (5%) per annum on any unpaid principal amount outstanding and shall compound annually. All
accrued interest shall be added to and become part of the principal amount outstanding under this Note that is due and payable
on the Maturity Date.


 


3.            Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum
due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges
and finally to the reduction of the unpaid principal balance of this Note.


 


4.            Events
of Default. The occurrence of any of the following shall constitute an event of default (“Event of Default”):


 


(a)          Failure
to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business
days of the date specified above or issue warrants pursuant to Paragraph 5 hereof, is so elected by Payee.


 


(b)          Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or
the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.


 


(c)           Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker
in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering
the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days.


 






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5.           Conversion


 


(a)           Optional Conversion. At the
option of the Payee, at any time on or prior to the Maturity Date, any amounts outstanding under this Note (or any portion thereof)
may be converted into warrants to purchase common stock of Maker (“Common Stock”) at a conversion price (the
“Conversion Price”) per warrant of Maker (“Warrants”) equal to the consolidated closing
bid price of the public warrants of the Maker as reported by NASDAQ before the close of the regular trading session at 4 p.m.
(New York City time) on the date hereof as reported by NASDAQ. If Payee elects such conversion, the terms of such Warrants issued
in connection with such conversion shall be identical to the warrants issued to Payee in the private placement (the “Private
Placement Warrants”) that closed June 5, 2014 in connection with the commencement of Maker’s initial public offering
that closed on June 11, 2014 (the “IPO”). Before this Note may be converted under this Section 5(a), Payee
shall surrender this Note, duly endorsed, at the office of the Maker and shall state therein the amount of the unpaid principal
of this Note to be converted and the name or names in which the certificates for Warrants are to be issued (or the book-entries
to be made to reflect ownership of such Warrants with the Maker’s transfer agent). The conversion shall be deemed to have
been made immediately prior to the close of business on the date of the surrender of this Note and the person or persons entitled
to receive the Warrants upon such conversion shall be treated for all purposes as the record holder or holders of such Warrants
as of such date. Each such newly-issued Warrant shall include a restricted legend that contemplates the same restrictions as the
Private Placement Warrants.


 


(b)           Remaining Principal. All accrued and unpaid
principal of this Note that is not then converted into Warrants, shall continue to remain outstanding and to be subject to the
conditions of this Note.


 


(c)           Fractional Warrants; Effect of Conversion.
No fractional warrants shall be issued upon conversion of this Note. In lieu of any fractional warrants to Payee upon conversion
of this Note, Maker shall pay to Payee an amount equal to the product obtained by multiplying the Conversion Price by the fraction
of a warrant not issued pursuant to the previous sentence. Upon conversion of this Note in full and the payment of any amounts
specified in this Section 5(c), this Note shall be cancelled and void without further action of the Maker or Payee, and the Maker
shall be forever released from all its obligations and liabilities under this Note.


 


6.          Remedies.


 


(a)           Upon
the occurrence of an Event of Default specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare this Note
to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder,
shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby
expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b)           Upon
the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of this Note, and all other
sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action
on the part of Payee.


 


7.            Waivers. Maker
and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest,
and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under
the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property,
real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution,
or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any
real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may
be sold upon any such writ in whole or in part in any order desired by Payee.


 


8.            Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other
party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted
by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.


 


9.            Notices. All
notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered
personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address
or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently
provided to such party or such other electronic mail address as may be designated in writing by such party.  Any notice
or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the
business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after
delivery to an overnight courier service or five (5) days after mailing if sent by mail.


 






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10.            Construction. THIS
NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED
WITHIN THE STATE OF NEW YORK.


 


11.          Severability. Any
provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


12.          Trust
Waiver.  Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest
or claim of any kind (“Claim”) in or to any distribution of or from the trust account established in which the
proceeds of the IPO conducted by the Maker (including the deferred underwriters discounts and commissions) and the proceeds of
the sale of the warrants issued in a private placement that occurred prior to the effectiveness of the IPO were deposited, as described
in greater detail in the registration statement and prospectus filed with the Securities and Exchange Commission in connection
with the IPO on June 5, 2014, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against
the trust account for any reason whatsoever.


 


13.          Amendment;
Waiver.  Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent
of the Maker and the Payee.


 


14.          Successors
and Assigns.  Subject to the restrictions on transfer in Sections 15 and 16 below, the rights and obligations of
the Maker and Payee hereunder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees
of any party hereto (by operation of law or otherwise) with the prior written consent of the other party hereto and any attempted
assignment without the required consent shall be void.


 


15.          Transfer
of this Note or Securities Issuable on Conversion.  With respect to any offer, sale or other disposition of this
Note or securities into which this Note may be converted, Payee shall give written notice to Maker prior thereto, describing briefly
the manner thereof, together with (i) except for a Permitted Transfer, in which case the requirements in this clause (i) shall
not apply, a written opinion reasonably satisfactory to the Maker in form and substance from counsel reasonably satisfactory to
the Maker to the effect that such offer, sale or other distribution may be effected without registration or qualification under
any federal or state law then in effect and (ii) a written undertaking executed by the desired transferee reasonably satisfactory
to the Maker in form and substance agreeing to be bound by the restrictions on transfer contained herein. Upon receiving such written
notice, reasonably satisfactory opinion, or other evidence, and such written acknowledgement, the Maker, as promptly as practicable,
shall notify Payee that Payee may sell or otherwise dispose of this Note or such securities, all in accordance with the terms of
the note delivered to the Maker. If a determination has been made pursuant to this Section 15 that the opinion of counsel for Payee,
or other evidence, or the written acknowledgment from the desired transferee, is not reasonably satisfactory to the Maker, the
Maker shall so notify Payee promptly after such determination has been made. Each Note thus transferred shall bear a legend as
to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion
of counsel for the Maker such legend is not required in order to ensure compliance with the Securities Act. The Maker may issue
stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this
Note shall be registered upon registration on the books maintained for such purpose by or on behalf of the Maker. Prior to presentation
of this Note for registration of transfer, the Maker shall treat the registered holder hereof as the owner and holder of this Note
for the purpose of receiving all payments of principal hereon and for all other purposes whatsoever, whether or not this Note shall
be overdue and the Maker shall not be affected by notice to the contrary. For purposes hereof “Permitted Transfer”
shall have the same meaning as any transfer that would be permitted for the Private Placement Warrants under the Letter Agreement,
dated May 29, 2014, among the Maker, the Maker’s directors and officers and Payee.


 


16.          Acknowledgment.
Payee is acquiring this Note for investment for its own account, not as a nominee or agent, and not with a view to, or for resale
in connection with, any distribution thereof. Payee understands that the acquisition of this Note involves substantial risk. Payee
has experience as an investor in securities of companies and acknowledges that it is able to fend for itself, can bear the economic
risk of its investment in this Note, and has such knowledge and experience in financial and business matters that it is capable
of evaluating the merits and risks of this investment in this Note and protecting its own interests in connection with this investment.


 


 


[Signature page follows]


 




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IN WITNESS WHEREOF, Maker, intending
to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.


 


	 	WL ROSS HOLDING CORP.	 
	 	 	 	 
	 	By:	
        /s/ Michael J. Gibbons  
	 
	 	 	    Name: Michael J. Gibbons	 
	 	 	    Title: Chief Financial Officer


 


Acknowledged and agreed as of the day and
year first above written.


 


	
        WL ROSS SPONSOR LLC

        By: WL ROSS GROUP, L.P., its Managing Member

        By: El Vedado, LLC, its General Partner
	 	 
	 	 	 
	
        /s/ Wilbur L. Ross, Jr.  

         
	 	 
	    Name: Wilbur L. Ross, Jr.	 	 
	    Title: Manager	 	 


 






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SCHEDULE A


 


Subject to the terms and conditions set
forth in the Note to which this schedule is attached to, the principal balance due under the Note shall be set forth in the table
below and shall be updated from time to time to reflect all advances and readvances outstanding under the Note.


 


	Date	Drawing	Interest Earned	Principal Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 




 



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