Exhibit 10.1


 


______________________, 2015


  


Andina
Acquisition Corp. II





250
West 57th St 


Suite
2223





New
York, NY 10107


 


EarlyBirdCapital,
Inc. 


275
Madison Avenue, 27th Floor





New
York, New York 10016


  


Re:          Initial
Public Offering


 


Gentlemen:


 


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.


 


In order to induce
the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the
benefit that such IPO will confer upon the undersigned as a shareholder of the Company, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 







1.          If the Company solicits approval
of its shareholders of a Business Combination, the undersigned will vote all Ordinary Shares beneficially owned by him, whether
acquired before, in or after the IPO, in favor of such Business Combination.


  


2.          (a)     In the event that the Company
fails to consummate a Business Combination within the required time period set forth in the Company’s Memorandum and Articles
of Association as the same may be amended from time to time, the undersigned shall take all reasonable steps to (i) cause the Trust
Fund to be liquidated and distributed to the holders of IPO Shares and (ii) cause the Company to liquidate as soon as reasonably
practicable.


 






    	 



    	 



    

 


(b)     The undersigned hereby waives
any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and any remaining net assets
of the Company as a result of such liquidation with respect to any Insider Shares or Private Units beneficially owned by the undersigned
(“Claim”) and hereby waives any Claim the undersigned may have in the future as a result of, or arising
out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.
The undersigned acknowledges and agrees that there will be no distribution from the Trust Fund with respect to any Rights, all
of which will terminate on the Company’s liquidation.


 


(c)     [In the event of the liquidation
of the Trust Fund, the undersigned agrees to indemnify and hold harmless the Company against any and all loss, liability, claims,
damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating,
preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) which the Company may become
subject as a result of any claim by any vendor or other person who is owed money by the Company for services rendered or products
sold or contracted for, or by any target business, but only to the extent necessary to ensure that such loss, liability, claim,
damage or expense does not reduce the amount of funds in the Trust Fund; provided that such indemnity shall not apply if
such vendor or prospective target business executes an agreement waiving any claims against the Trust Fund.]1


  


3.          The undersigned will escrow all
of his/her/its Insider Shares pursuant to the terms of a Share Escrow Agreement which the Company will enter into with the undersigned
and an escrow agent acceptable to the Company.


 


4.          Intentionally Omitted.


 


5.          In order to minimize potential
conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present to the Company for its consideration,
prior to presentation to any other person or entity, any suitable opportunity to acquire a target business, until the earlier of
the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing fiduciary
and contractual obligations the undersigned might have.


 


6.          The undersigned acknowledges
and agrees that prior to entering into a Business Combination with a target business that is affiliated with any Insiders of the
Company or their affiliates, such transaction must be approved by a majority of the Company’s disinterested independent directors
and the Company must obtain an opinion from an unaffiliated, independent investment banking firm, or another independent entity
that commonly renders valuation opinions on the type of target business that the Company is seeking to acquire, that such Business
Combination is fair to the Company’s unaffiliated shareholders from a financial point of view.


 





 



1  Luke Weil Insider
Letter Only


 






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7.          Neither the undersigned, any
family member of the undersigned, nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation
or other cash payment for services rendered prior to, or in order to effectuate, the consummation of the Business Combination;
provided that the Company shall be allowed to pay for the items described in the Registration Statement under the section
titled “Prospectus Summary – The Offering – Limited Payments to Insiders.”


 


8.          Neither the undersigned, any
family member of the undersigned, nor any affiliate of the undersigned will be entitled to receive or accept a finder’s fee
or any other compensation in the event the undersigned, any member of the family of the undersigned or any affiliate of the undersigned
originates a Business Combination.


 


9.          The undersigned agrees to be
the _________________ of the Company until the earlier of the consummation by the Company of a Business Combination or the liquidation
of the Company. The undersigned’s biographical information previously furnished to the Company and the Representative is
true and accurate in all material respects, does not omit any material information with respect to the undersigned’s biography.
The undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative is true and accurate in
all material respects. The undersigned represents and warrants that:


 





		(a)	he has never had a petition under the federal bankruptcy laws or any state insolvency law been filed by or against (i) him
or any partnership in which he was a general partner at or within two years before the time of filing; or (ii) any corporation
or business association of which he was an executive officer at or within two years before the time of such filing;



 


		(b)	he has never had a receiver, fiscal agent or similar officer been appointed by a court for his business or property, or any
such partnership;



 


		(c)	he has never been convicted of fraud in a civil or criminal proceeding;



 


		(d)	he/ has never been convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic
violations and minor offenses);



 


		(e)	he has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court
of competent jurisdiction, permanently or temporarily enjoining or otherwise limiting him from (i) acting as a futures commission
merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant,
any other person regulated by the Commodity Futures Trading Commission (“CFTC”) or an associated person of any of the
foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee
of any investment company, bank, savings and loan association or insurance company, or from engaging in or continuing any conduct
or practice in connection with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging
in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal
or state securities or federal commodities laws;



 






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		(f)	he has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal
or state authority barring, suspending or otherwise limiting for more than 60 days his right to engage in any activity described
in 9(e)(i) above, or to be associated with persons engaged in any such activity;



 


		(g)	he has never been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or
state securities law, where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended
or vacated;



 


		(h)	he has never been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal
commodities law, where the judgment in such civil action or finding by the CFTC has not been subsequently reversed, suspended or
vacated;



 


		(i)	he has never been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree or
finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities
or commodities law or regulation, (ii) any law or regulation respecting financial institutions or insurance companies including,
but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary
or permanent cease-and desist order, or removal or prohibition order or (iii) any law or regulation prohibiting mail or wire fraud
or fraud in connection with any business entity;



 


		(j)	he has never been the subject of, or party to, any sanction or order, not subsequently reversed, suspended or vacated, or any
self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a member;



 


		(k)	he has never been convicted of any felony or misdemeanor: (i) in connection with the purchase or sale of any security; (ii)
involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker,
dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;



 


		(l)	he was never subject to a final order of a state securities commission (or an agency of officer of a state performing like
functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission
(or an agency or officer of a state performing like functions); an appropriate federal banking agency; the Commodity Futures Trading
Commission; or the National Credit Union Administration that is based on a violation of any law or regulation that prohibits fraudulent,
manipulative, or deceptive conduct;



 






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		(m)	he has never been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the time of such
sale, restrained or enjoined him from engaging or continuing to engage in any conduct or practice: (i) in connection with the purchase
or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the
business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of
securities;



 


		(n)	he has never been subject to any order of the SEC that orders him to cease and desist from committing or causing a future violation
of: (i) any scienter-based anti-fraud provision of the federal securities laws, including, but not limited to, Section 17(a)(1)
of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 206(1) of the Advisers Act or any
other rule or regulation thereunder; or (ii) Section 5 of the Securities Act;



 


		(o)	he has never been named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC
that was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently, the subject
of an investigation or proceeding to determine whether a stop order or suspension order should be issued;



 


		(p)	he has never been subject to a United States Postal Service false representation order, or is currently subject to a temporary
restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a
scheme or device for obtaining money or property through the mail by means of false representations;



 


		(q)	he is not subject to a final order of a state securities commission (or an agency of officer of a state performing like functions);
a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an
agency or officer of a state performing like functions); an appropriate federal banking agency; the Commodity Futures Trading Commission;
or the National Credit Union Administration that bars the undersigned from: (i) association with an entity regulated by such commission,
authority, agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association
or credit union activities;



 


		(r)	he is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934
(the “Exchange Act”) or section 203(e) or 203(f) of the Investment Advisers Act of 1940 (the “Advisers Act”)
that: (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal securities dealer or investment
adviser; (ii) places limitations on the activities, functions or operations of, or imposes civil money penalties on, such person;
or (iii) bars the undersigned from being associated with any entity or from participating in the offering of any penny stock; and



 






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		(s)	he has never been suspended or expelled from membership in, or suspended or barred from association with a member of, a securities
self-regulatory organization (e.g., a registered national securities exchange or a registered national or affiliated securities
association) for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade.



 





10.          The undersigned has full right
and power, without violating any agreement by which he is bound, to enter into this letter agreement and to serve as ________________
of the Company.


 


11.          The undersigned hereby waives
his right to exercise conversion rights with respect to any Ordinary Shares owned or to be owned by the undersigned, directly or
indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket, and agrees that he will not
seek conversion with respect to or otherwise sell, such shares in connection with any vote to approve a Business Combination with
respect thereto.





 


12.          The undersigned hereby agrees
to not propose, or vote in favor of, an amendment to the Company’s Memorandum and Articles of Association with respect to
the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company
provides dissenting public shareholders with the opportunity to convert their shares in connection with any such vote.


 


13.          [In the event that the Company
does not consummate a Business Combination and must liquidate and its remaining net assets are insufficient to complete such liquidation,
the undersigned agrees to advance such funds necessary to complete such liquidation and agrees not to seek repayment for such expenses.]2


 


14.          This letter agreement shall
be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts
of law principles that would result in the application of the substantive laws of another jurisdiction. The undersigned hereby
(i) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a “Proceeding”)
shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District
of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive, (ii) waives any objection to
such exclusive jurisdiction and that such courts represent an inconvenient forum and (iii) irrevocably agrees to appoint Graubard
Miller as agent for the service of process in the State of New York to receive, for the undersigned and on his behalf, service
of process in any Proceeding.


 


15.          As used herein, (i) a “Business
Combination” shall mean a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization
or other similar business combination with one or more businesses or entities; (ii) “Insiders” shall
mean all officers, directors and shareholders of the Company immediately prior to the IPO; (iii) “Insider Shares”
shall mean all of the Ordinary Shares of the Company acquired by an Insider prior to the IPO; (iv) “IPO Shares”
shall mean the Ordinary Shares issued in the Company’s IPO; (v) “Private Units” shall mean (x)
the Units purchased in the private placement taking place simultaneously with the consummation of the Company’s IPO and (y)
the additional Units that will be purchased in a private placement upon the full or partial exercise of the underwriter’s
over-allotment option for the Company’s IPO; (vi) “Memorandum and Articles of Association” shall
mean the Company’s memorandum and articles of association, as the same may be amended and restated from time to time; (vii)
“Registration Statement” means the registration statement on Form S-1 filed by the Company with respect
to the IPO; and (viii) “Trust Fund” shall mean the trust fund into which a portion of the net proceeds
of the Company’s IPO will be deposited.


 





 






2   Luke
Weil Insider Letter Only


 









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16.          Any notice, consent or request
to be given in connection with any of the terms or provisions of this letter agreement shall be in writing and shall be sent by
express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.


 


17.          No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding
on the parties hereto and any successors and assigns thereof.


 


18.          The undersigned acknowledges
and understands that the Underwriters and the Company will rely upon the agreements, representations and warranties set forth herein
in proceeding with the IPO.


 





	 	 	 	 
	 	Print Name of Insider	 
	 	 	 	 
	 	Signature	 	 



 






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