Exhibit 4.1


 


NUMBER UNITS


U-


 


SEE REVERSE FOR CERTAIN


DEFINITIONS


 


CUSIP 92939D 203


 


WL ROSS HOLDING CORP.


 


UNITS CONSISTING OF ONE SHARE OF COMMON
STOCK AND ONE WARRANT TO


PURCHASE ONE-HALF OF ONE SHARE OF COMMON
STOCK


 


THIS CERTIFIES THAT                                         is
the owner of                     Units.


 


Each Unit (“Unit”) consists of one
(1) share of common stock, par value $0.0001 per share (“Common Stock”), of WL Ross Holding Corp., a
Delaware corporation (the “Company”), and one warrant (the “Warrant”). Each
Warrant entitles the holder to purchase one-half (1/2) of one share (subject to adjustment) of Common Stock for $5.75 per half
share (subject to adjustment). Each Warrant will become exercisable on the later of (i) thirty (30) days after the Company’s
completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination
with one or more businesses (each a “Business Combination”), or (ii) twelve (12) months from the closing
of the Company’s initial public offering, and will expire unless exercised before 5:00 p.m., New York City Time, on the date
that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon redemption
or liquidation (the “Expiration Date”). The Common Stock and Warrants comprising the Units represented
by this certificate are not transferable separately prior to             ,
20            , unless Deutsche Bank Securities Inc. and Merrill Lynch,
Pierce, Fenner & Smith, Incorporated elect to allow separate trading earlier, subject to the Company’s filing of a Current
Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s
receipt of the gross proceeds of the offering and issuing a press release announcing when separate trading will begin. The terms
of the Warrants are governed by a Warrant Agreement, dated as of             ,
2014, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and
provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof.
Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 17 Battery Place, New York, New York 10004, and
are available to any Warrant holder on written request and without cost.


 


This certificate is not valid unless countersigned
by the Transfer Agent and Registrar of the Company.


 


Witness the facsimile signature of its duly
authorized officers.


 


	 	 	 	 	 
	 	 	 	 	 
	Secretary	 	 	 	President


 


	 
	 
	 
	WL Ross Holding Corp.


 




    	 



    	 



    

 


The Company will furnish without charge to
each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights.


 


The following abbreviations, when used in
the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 	 	 	 	 	 	 	 	 	 
	TEN COM	 	—	 	as tenants in common	 	UNIF GIFT MIN ACT	 	—	 	                               Custodian
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	                
	TEN ENT	 	—	 	as tenants by the entireties	 	 	 	 	 	(Cust)
	 	 	 	 	 	 	 	 	 	 	(Minor)
	 	 	 	 	 	 	 	 	 	 	Under Uniform Gifts to Minors
	 	 	 	 	 	 
	JT TEN	 	—	 	as joint tenants with right of survivorship and not as tenants in common	 	 	 	 	 	
        Act                      

        (State)



 


Additional abbreviations
may also be used though not in the above list.


 


For value received,                        hereby
sell, assign and transfer unto                     



 


PLEASE INSERT SOCIAL SECURITY OR


OTHER


IDENTIFYING NUMBER OF ASSIGNEE


 


	 	 
	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


 


                                   
             Units represented by the within Certificate,
and do hereby irrevocably constitute and appoint


 


                                                                      
                     
Attorney to transfer the said Units on the books of the within named Corporation with full power of substitution in the premises.


 


Dated                       


 


 


	 	 	 
	 	Notice:	The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.


 




    	 



    	 



    

 


	 	 	 
	Signature(s) Guaranteed:	 	 
	 	 	 
	 	 	 
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).	 	 


 


In each case, as more fully described in the Corporation’s
final prospectus dated            , 2014, the holder(s) of this certificate
shall be entitled to receive a pro-rata portion of certain funds held in the trust account established in connection with its initial
public offering only in the event that the Corporation redeems the shares of common stock sold in its initial public offering and
liquidates because it does not consummate an initial business combination by __________, 20__ (or _____________, 20___, if a letter
of intent, agreement in principle or definitive agreement for an initial business combination is executed by ____________, 20___
) or if the holder(s) seek(s) to redeem for cash his, her or its respective shares of common stock in connection with a tender
offer (or proxy solicitation, solely in the event the Corporation seeks stockholder approval of the proposed initial business combination)
setting forth the details of a proposed initial business combination. In no other circumstances shall the holder(s) have any right
or interest of any kind in or to the trust account.