EXHIBIT 10.10


 


WL Ross Holding Corp.


c/o WL Ross & Co. LLC


1166 Avenue of the Americas


New York, NY 10036


 


June 5, 2014


WL Ross Sponsor LLC


c/o WL Ross & Co. LLC


1166 Avenue of the Americas


New York, NY 10036


 


              Re:
Administrative Services Agreement


 


Gentlemen:


 


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 per month on the Listing Date and continuing monthly thereafter and will be entitled to be reimbursed
for any out-of-pocket expenses until the Termination Date.


 


The Sponsor hereby irrevocably waives any
and all right, title, interest, causes of action and claims of any kind (each, a “Claim”) in or to, and any
and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public shareholders
of the Company and into which substantially all of the proceeds of the Company’s initial public offering will be deposited
(the “Trust Account”), and hereby irrevocably waives any Claim it may have in the future as a result of, or
arising out of, this agreement, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies
or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim
against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.


 


This letter agreement constitutes the entire
agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements,
or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby.


     


This letter agreement may not be amended,
modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.


     


No party hereto may assign either this letter
agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any
purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any
interest or title to the purported assignee.


     


This letter agreement, the entire relationship
of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall
be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect
to its choice of laws principles.


 


[Signature page follows]


 




    	 



    	 



    

    


	 	Very truly yours,
	 	 
	 	WL ROSS HOLDING CORP.
	 	 	 
	 	By:	 /s/ Wilbur L. Ross, Jr.
	 	 	Name: Wilbur L. Ross, Jr.
	 	 	
        Title: Chairman and

        Chief Executive Officer



 


AGREED TO AND ACCEPTED BY:


 


WL ROSS SPONSOR LLC


 


	By:  	 /s/ Wilbur L. Ross, Jr.	 
	 	Name: Wilbur L. Ross, Jr.	 
	 	Title:   Manager	 


 


[Signature Page to Administrative Services
Agreement]