Exhibit 10.5




 


WL Ross Holding Corp.

c/o WL Ross & Co. LLC


1166 Avenue of the Americas


New York, NY 10036


 


April 4, 2014


WL Ross Sponsor LLC


c/o WL Ross & Co. LLC


1166 Avenue of the Americas


New York, NY 10036


 


		RE:	Amended and Restated Securities Subscription Agreement



 


Ladies and Gentlemen:


 


We are pleased to accept the offer WL Sponsor
LLC (the “Subscriber” or “you”) has made to purchase 14,375,000 shares of common stock (the
“Shares”), $.0001 par value per share (the “Common Stock”), up to 1,875,000 of which are
subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”)
of units (“Units”) of WL Ross Holding Corp., a Delaware corporation (the “Company”), do not
fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”)
on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding
such Shares, are as follows:


 


1.  Purchase of Securities.



 


1.1 Purchase of Common Stock. For
the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby
sells and issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to forfeiture,
on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this
Agreement, the Company is delivering to the Subscriber a certificate registered in the Subscriber’s name representing the
Shares (the “Original Certificate”), receipt of which the Subscriber hereby acknowledges.


 


1.2 Option to Purchase Additional Shares.
The Company grants the Subscriber the option to purchase, simultaneously with the consummation of an initial business combination,
up to an additional 10,000,000 Shares at a price of $10.00 per Share. The proceeds of the sale of such Shares will not be deposited
into the trust account and will not be eligible to vote upon the initial business combination. The Subscriber acknowledges that
such common stock will be subject to transfer restrictions under U.S. securities laws. The Subscriber may assign this option to
one or more of its affiliated investment funds.


 


2.  Representations, Warranties
and Agreements.


 


2.1  Subscriber’s Representations,
Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and
warrants to the Company and agrees with the Company as follows:


 


2.1.1.  No Government Recommendation
or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement
of the offering of the Shares.


 


2.1.2.  No Conflicts.
The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber,
(ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to
which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.


 






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Exhibit 10.5




 


2.1.3.  Organization and Authority.
The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses
all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery
by you, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with
its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar
laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of
whether enforcement is sought in a proceeding at law or in equity).


 


2.1.4.  Experience, Financial
Capability and Suitability. Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits
of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period
of time because the Shares have not been registered under the Securities Act (as defined below) and therefore cannot be sold unless
subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber is capable of
evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Subscriber
must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective registration statement under
the Securities Act or (ii) an exemption from registration available with respect to such sale. Subscriber is able to bear the economic
risks of an investment in the Shares and to afford a complete loss of Subscriber’s investment in the Shares.


 


2.1.5.  Access to Information;
Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions
of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations,
business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information
so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and
understanding of the Company and its business based upon Subscriber’s own due diligence investigation and the information
furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make
any representations which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations
or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.


 


2.1.6.  Regulation D Offering.
Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under
the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby
is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section
501(a) of Regulation D under the Securities Act or similar exemptions under state law.


 


2.1.7.  Investment Purposes.
The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and not for the
account or benefit of any other person, and not with a view towards the distribution or dissemination thereof. The Subscriber did
not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule
502 under the Securities Act.


 


2.1.8.  Restrictions on Transfer;
Shell Company. Subscriber understands the Shares are being offered in a transaction not involving a public offering within
the meaning of the Securities Act. Subscriber understands the Shares will be “restricted securities” within the meaning
of Rule 144(a)(3) under the Securities Act and Subscriber understands that the certificates representing the Shares will contain
a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or otherwise transfer
the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under the Securities
Act, or (ii) an available exemption from registration. Subscriber agrees that if any transfer of its Shares or any interest therein
is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company an
opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the Shares.
Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for
the resale of the Shares until one year following consummation of the initial business combination of the Company, despite technical
compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 






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Exhibit 10.5




 


2.1.9.  No Governmental Consents.
No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of
Subscriber in connection with the transactions contemplated by this Agreement.


 


2.2  Company’s Representations,
Warranties and Agreements. To induce the Subscriber to purchase the Shares, the Company hereby represents and warrants to the
Subscriber and agrees with the Subscriber as follows:


 


2.2.1  Organization and Corporate
Power. The Company is a Delaware corporation and is qualified to do business in every jurisdiction in which the failure to
so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets
of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated
by this Agreement.


 


2.2.2.  No Conflicts.
The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) the Certificate of Incorporation or Bylaws of the Company,
(ii) any agreement, indenture or instrument to which the Company is a party or (iii) any law, statute, rule or regulation to which
the Company is subject, or any agreement, order, judgment or decree to which the Company is subject.


 


2.2.3.  Title to Securities.
Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully
paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof the Subscriber will have or
receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions
hereunder and other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities
laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.


 


2.2.4.  No Adverse Actions.
There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which: (i) seek
to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) question
the validity or legality of any transactions or seeks to recover damages or to obtain other relief in connection with any transactions.


 


3.  Forfeiture of Shares.


 


3.1. Partial or No Exercise of the
Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the Company’s
IPO is not exercised in full, the Subscriber acknowledges and agrees that it shall forfeit any and all rights to such number of
Shares (up to an aggregate of 1,875,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such
that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own
an aggregate number of Shares (not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber
in the Company’s IPO or in the aftermarket) equal to 20% of the issued and outstanding Common Stock immediately following
the IPO.


 


3.2.  Termination of Rights
as Stockholder. If any of the Shares are forfeited in accordance with this Section 3, then after such time the Subscriber (or
successor in interest), shall no longer have any rights as a holder of such Shares, and the Company shall take such action as is
appropriate to cancel such Shares.


 


3.3.  Share Certificates;
Stop Transfer Order. In the event an adjustment to the Original Certificate is required pursuant to this Section 3, then the
Subscriber shall return such Original Certificate to the Company or its designated agent as soon as practicable upon its receipt
of notice from the Company advising Subscriber of such adjustment, following which a new certificate (the “New Certificate”)
shall be issued in such amount representing the adjusted number of Shares held by the Subscriber. The New Certificate shall be
returned to the Subscriber as soon as practicable.


 






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Exhibit 10.5




 


4.  Waiver of Liquidation Distributions;
Redemption Rights. In connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and
all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be
established for the benefit of the Company’s public stockholders and into which substantially all of the proceeds of the
IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s
failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases Common
Stock in the IPO or in the aftermarket, any additional Common Stock so purchased shall be eligible to receive any liquidating distributions
by the Company. However, in no event will the Subscriber have the right to redeem any Shares into funds held in the Trust Account
upon the successful completion of an initial business combination.


 


5.  Restrictions on Transfer.


 


5.1.  Securities Law Restrictions.
In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”)
dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber agrees not to sell, transfer, pledge,
hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate
form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall
then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration
is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the
Securities and Exchange Commission thereunder and with all applicable state securities laws.


 


5.2 Lock-up. Subscriber acknowledges
that the Shares will be subject to lock-up provisions (the “Lock-up”) contained in the Insider Letter.
Pursuant to the Insider Letter, Subscriber will agree not to sell, transfer, pledge, hypothecate or otherwise dispose of all or
any part of the Shares until the earlier to occur of: (A) one year after the completion of the Company’s initial business
combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after
its initial business combination that results in all of its stockholders having the right to exchange their shares of common stock
for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Common Stock equals or exceeds
$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing at least 150 days after the Company’s initial business combination, or (2)
if the Company consummate a transaction after its initial business combination which results in its stockholders having the right
to exchange their shares for cash or property worth at least $12.00 per share, the Shares will be released from the Lock-up. 


 


5.2  Restrictive Legends.
All certificates representing the Shares shall have endorsed thereon legends substantially as follows:


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.”



 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”



 






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Exhibit 10.5




 


5.3.  Additional Shares or
Substituted Securities. In the event of the declaration of a share dividend, the declaration of an extraordinary dividend payable
in a form other than Common Stock, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar
transaction affecting the Company’s outstanding Common Stock without receipt of consideration, any new, substituted or additional
securities or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section
5 or into which such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate
adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of Shares subject
to this Section 5 and Section 3.


 


5.4  Registration Rights.
Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements of the
Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a Registration
Rights Agreement to be entered into with the Company prior to the closing of the IPO.


 


6.  Other Agreements.


 


6.1.  Further Assurances.
Subscriber agrees to execute such further instruments and to take such further action as may reasonably be necessary to carry out
the intent of this Agreement.


 


6.2.  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.


 


6.3.  Entire Agreement.
This Agreement, together with that certain Insider Letter to be entered into between Subscriber and the Company, substantially
in the form to be filed as an exhibit to the Registration Statement, embodies the entire agreement and understanding between the
Subscriber and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly
set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this
Agreement.


 


6.4.  Modifications and Amendments.
The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.


 


6.5.  Waivers and Consents.
The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document
executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or
shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each
such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not
constitute a continuing waiver or consent.


 


6.6.  Assignment. The
rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the
other party.


 


6.7.  Benefit. All statements,
representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall inure
to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed
to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party
beneficiary of this Agreement.


 






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Exhibit 10.5




 


6.8.  Governing Law.
This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the
laws of New York applicable to contracts wholly performed within the borders of such state, without giving effect to the conflict
of law principles thereof.


 


6.9.  Severability. In
the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this
Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that
such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such
court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall
nevertheless remain in full force and effect.


 


6.10.  No Waiver of Rights,
Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement, and
no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No
single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance
of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the
exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver
of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this
Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in
any circumstances without such notice or demand.


 


6.11.  Survival of Representations
and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any other agreement,
certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and any investigations
made by or on behalf of the parties.


 


6.12.  No Broker or Finder.
Each of the parties hereto represents and warrants to the other that no broker, finder or other financial consultant has acted
on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability
on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim or demand for commission
or other compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf
of such party and to bear the cost of legal expenses incurred in defending against any such claim.


 


6.13.  Headings and Captions.
The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way
modify or affect the meaning or construction of any of the terms or provisions hereof.


 


6.14.  Counterparts.
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.


 


6.15.  Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of
intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption
or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement.
The words “include,” “includes,” and “including” will be deemed to be
followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include
any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise
requires. The words “this Agreement,” “herein,” “hereof,” “hereby,”
“hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision
unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have
independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect,
the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the
relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party
hereto is in breach of the first representation, warranty, or covenant.


 






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Exhibit 10.5




 


6.16. Mutual Drafting. This
Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


7.  Voting and Tender of Shares.
Subscriber agrees to vote the Shares in favor of an initial business combination that the Company negotiates and submits for approval
to the Company’s stockholders and shall not seek redemption with respect to such Shares. Additionally, the Subscriber agrees
not to tender any Shares in connection with a tender offer presented to the Company’s stockholders in connection with an
initial business combination negotiated by the Company.


 


8.  Indemnification. Each
party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred
as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.


 


[Signature Page Follows]


 






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Exhibit 10.5




 


If the foregoing accurately sets forth our
understanding and agreement, please sign the enclosed copy of this Agreement and return it to us.


 


	 	Very truly yours,
	 	 
	 	WL ROSS HOLDING CORP. 
	 	 
	 	By: 	 /s/ Wilbur L. Ross
	 	Name:   	Wilbur L. Ross, Jr.
	 	Title: 	Chief Executive Officer


 


	Accepted and agreed this 4th day of April, 2014	 
	 	 
	WL Ross Sponsor LLC	 
	a Delaware limited liability company	 
	 	 
	By: 	 /s/ Wilbur L. Ross	 
	Name:   	Wilbur L. Ross, Jr.	 
	Title: 	Manager	 


  






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