WARRANT AGREEMENTWarrant Agreement • December 28th, 2011 • Andina Acquisition Corp • Blank checks • New York
WHEREAS, the Company has received binding commitments from its initial shareholders to purchase an aggregate of 3,800,000 warrants (the “Insider Warrants”) and from EarlyBirdCapital, Inc. (“EBC”), the representative of the underwriters of its Public Offering (as defined below), and/or its designees to purchase an aggregate of 1,000,000 warrants (the “EBC Warrants” and together with the Insider Warrants, the “Private Placement Warrants”), pursuant to Subscription Agreements dated as of _____________ (the “Subscription Agreements”); and
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 28th, 2011 • 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”).
Re: Initial Public OfferingUnderwriting Agreement • December 28th, 2011 • Andina Acquisition Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Andina Acquisition Corporation, a Cayman Islands corporation (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”), and one warrant, each warrant exercisable for one Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph [15] hereof.
Subscription AgreementSubscription Agreement • December 28th, 2011 • Andina Acquisition Corp • Blank checks
The undersigned hereby subscribes for and agrees to purchase _____ warrants (“Warrants”), each to purchase one ordinary share of Andina Acquisition Corp. (the “Corporation”), at $0.50 per Warrant, for an aggregate purchase price of $_____ (“Purchase Price”). The closing of the purchase of the Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”). EarlyBirdCapital, Inc. is acting as representative of the underwriters in the IPO. The Warrants will be sold to the undersigned on a private placement basis and not as part of the IPO.
ESCROW AGREEMENTEscrow Agreement • December 28th, 2011 • 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 28th, 2011 • Andina Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of __________, 2012, by and among Andina Acquisition Corporation, a Cayman Islands corporation (the “Company”), the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
