4,000,000 Units ANDINA ACQUISITION CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • October 9th, 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 • October 9th, 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 10017Andina Acquisition Corp. II • October 9th, 2015 • 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 9th, 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 • October 9th, 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”) and one right (“Right”) to receive one-seventh of one Ordinary Share upon consummation of the Company’s initial Business Combination. 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 • 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”).
