4,000,000 Units ANDINA ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • March 12th, 2012 • Andina Acquisition Corp • Blank checks • New York
Andina Acquisition Corporation, a Cayman Islands company with limited liability (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:
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Purchase Option Agreement • March 12th, 2012 • Andina Acquisition Corp • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY ANDINA ACQUISITION CORPORATION (“COMPANY”) OF A MERGER, CAPITAL SHARE EXCHANGE, ASSET ACQUISITION, PLAN OF ARRANGEMENT, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND [__], 2013. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EXPIRATION DATE (DEFINED HEREIN).
WARRANT AGREEMENTWarrant Agreement • March 12th, 2012 • Andina Acquisition Corp • Blank checks • New York
WHEREAS, the Company has received binding commitments from its initial shareholders to purchase an aggregate of 4,800,000 warrants (the “Private Placement Warrants”), pursuant to Subscription Agreements dated as of _____________ (the “Subscription Agreements”); and
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 12th, 2012 • Andina Acquisition Corp • Blank checks • New York
This Agreement is made as of _______, 2012 between Andina Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
STOCK PURCHASE PLANStock Purchase Plan • March 12th, 2012 • Andina Acquisition Corp • Blank checks • New York
This Stock Purchase Plan (the “Purchase Plan”) is entered into on __________ __, 2012 (the “Commencement Date”) by and between ___________ (“Broker”) and Andina Acquisition Corporation (the “Company”). This Purchase Plan relates to the purchase, on a “not held” basis, of ordinary shares issued by the Company (the “Shares”), and is intended to comply with the provisions of Rule 10b5-1 (“Rule 10b5-1”).
ESCROW AGREEMENTEscrow Agreement • March 12th, 2012 • Andina Acquisition Corp • Blank checks • New York
ESCROW AGREEMENT, dated as of _________ __, 2012 (“Agreement”), by and among ANDINA ACQUISITION CORPORATION, a Cayman Islands company (“Company”), CHILD’S TRUST F/B/O FRANCESCA WEIL U/A DATED MARCH 4, 2010, CHILD’S TRUST F/B/O ALEXANDER WEIL U/A DATED MARCH 4, 2010, CHILD’S TRUST F/B/O BENJAMIN LUKE WEIL U/A DATED MARCH 4, 2010, B. LUKE WEIL, JULIO A. TORRES, MARTHA L. BYORUM, CAPITAL ADVISORY PARTNERS, L.A., EDUARDO ROBAYO, LWEH LLC, ROBERT STEVENS, and ERIC CARRERA (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
EARLYBIRDCAPITAL, INC. New York, New York 10016Merger Agreement • March 12th, 2012 • Andina Acquisition Corp • Blank checks • New York
This is to confirm our agreement whereby Andina Acquisition Corporation (“Company”) has requested EarlyBirdCapital, Inc. (“EBC”) to assist it in connection with the Company’s consummation of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business transaction (in each case, a “Business Combination”) with one or more businesses or entities (“Target”):
