4,000,000 Units ANDINA ACQUISITION CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • November 6th, 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”).
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 • 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”).
