0001615774-15-003532 Sample Contracts

4,000,000 Units ANDINA ACQUISITION CORP. II UNDERWRITING AGREEMENT
Underwriting Agreement • December 1st, 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:

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 1st, 2015 • Andina Acquisition Corp. II • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 24th day of November, 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”).

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