5,000,000 Units ANDINA ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • March 7th, 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:
WARRANT AGREEMENTWarrant Agreement • March 7th, 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 7th, 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”).
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,...Registration Rights Agreement • March 7th, 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).
STOCK PURCHASE PLANStock Purchase Plan • March 7th, 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”).
Subscription AgreementSubscription Agreement • March 7th, 2012 • 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 7th, 2012 • 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”).
