4,000,000 Units ANDINA ACQUISITION CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • December 1st, 2015 • Andina Acquisition Corp. II • Blank checks • New York
Andina Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative, with such other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
RIGHTS AGREEMENTRights Agreement • November 6th, 2015 • Andina Acquisition Corp. II • Blank checks • New York
Agreement made as of _____________, 2015 between Andina Acquisition Corp. II, a Cayman Islands exempted company, with offices at 250 West 57th St., Suite 2223, New York, New York 10107 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Right Agent”).
EARLYBIRDCAPITAL, INC. New York, New York 10017Advisory Agreement • October 9th, 2015 • Andina Acquisition Corp. II • Blank checks • New York
This is to confirm our agreement whereby Andina Acquisition Corp. II, a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company consummating a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-207037) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
WARRANT AGREEMENTWarrant Agreement • November 6th, 2015 • Andina Acquisition Corp. II • Blank checks • New York
Agreement made as of _______, 2015 between Andina Acquisition Corp. II, a Cayman Islands company, with offices at 50 West 57th Street, Suite 2223, New York, NY 10107 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 6th, 2015 • Andina Acquisition Corp. II • Blank checks • New York
This Agreement is made as of ______________, 2015 by and between Andina Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Andina Acquisition Corp. II Suite 2223 New York, NY 10107 EarlyBirdCapital, Inc. New York, New York 10016Underwriting Agreement • November 6th, 2015 • Andina Acquisition Corp. II • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Andina Acquisition Corp. II, a Cayman Islands Company (the “Company”), and EarlyBirdCapital, Inc., as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one right (“Right”) to receive one-seventh of one Ordinary Share upon consummation of the Company’s initial Business Combination and one warrant ("Warrant") to purchase one-half of one Ordinary Share. Certain capitalized terms used herein are defined in paragraph 15 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 9th, 2015 • Andina Acquisition Corp. II • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of _______________, 2015 (“Agreement”), by and among ANDINA ACQUISITION CORP. II, a Cayman Islands exempted company (“Company”), Julio A. Torres, Mauricio Orellana, Eric Carrera, Marjorie Hernandez, B. Luke Weil, Matthew S. N. Kibble, Edward G. Navarro [LWEH1 LLC] and [LWEH2 LLC] (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 1st, 2015 • Andina Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 24th day of November, 2015, by and among Andina Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 6th, 2015 • Andina Acquisition Corp. II • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of _______________, 2015 (“Agreement”), by and among ANDINA ACQUISITION CORP. II, a Cayman Islands exempted company (“Company”), Julio A. Torres, Mauricio Orellana, Eric Carrera, Marjorie Hernandez, B. Luke Weil, Matthew S. N. Kibble, Edward G. Navarro, LWEH1 LLC, LWEH2 LLC, Nicholas Weil, A. Lorne Weil Ryan Chang, Whitney Carlen Cox and Mendakota Casualty Company and Bob Goldstein (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2015 • Andina Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of _________, 2015, by and among Andina Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
ContractFinancial Advisory Agreement • October 9th, 2015 • Andina Acquisition Corp. II • Blank checks • New York
This is to confirm our agreement whereby Andina Acquisition Corp.II, a Cayman Islands exempted company (the “Company”), has requested B. Riley & Co., LLC (the “Advisor”) to assist it in connection with the Company consummating a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-207037) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG ANDINA ACQUISITION CORP. II, ANDINA II HOLDCO CORP., ANDINA II MERGER SUB INC., LAZY DAYS’ R.V. CENTER, INC. and DATED AS OF OCTOBER 27, 2017Merger Agreement • October 30th, 2017 • Andina Acquisition Corp. II • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of October 27, 2017, by and among Andina Acquisition Corp. II, a Cayman Islands exempted company (“Parent”), Andina II Holdco Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Holdco”), Andina II Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Holdco (“Merger Sub”), Lazy Days’ R.V. Center, Inc., a Delaware corporation (the “Company”), and, solely for purposes of Sections 8.3(a), 10.1, 10.3, 10.4(a), 10.7, 10.8, 10.9, 10.10, 10.11 (solely as Section 10.11 relates to Sections 8.3(a), 10.1, 10.3, 10.4(a), 10.7, 10.8, 10.9, 10.10, 10.11 and 10.12) and 10.12 hereof, A. Lorne Weil, an individual (“Weil”). The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the Parent Schedule). Each of Parent, Holdco, Merger Sub, the Company and, solely for purposes of th
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 9th, 2015 • Andina Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of _________, 2015, by and among Andina Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
