Exhibit 10.5


 


_______ __, 2015


 





Gentlemen:


 


Andina Acquisition Corp. II (“Corporation”),
a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”),
intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with
its initial public offering (“IPO”).


The undersigned hereby commits to
purchase an aggregate of ___ units of the Corporation (“Initial Units”), each Initial Unit consisting of one
ordinary share, par value $0.0001 per share, of the Corporation (“Ordinary Shares”),  one right to receive
one-seventh (1/7) of one Ordinary Share, and one warrant to purchase one-half of one share for $11.50 per share, at $10.00
per Private Unit (as defined below), for an aggregate purchase price of $______ (the “Initial Purchase Price”).
Additionally, if the underwriters in the IPO exercise their over-allotment option in full or part, the undersigned further
commits to purchase up to an additional ______ Units (“Additional Units” and together with the Initial Units, the
“Private Units”) at $10.00 per Additional Unit for an aggregate purchase price of up to $_____ (the
“Over-Allotment Purchase Price” and together with the Initial Purchase Price, the “Purchase
Price”). Simultaneously with the execution of this agreement, the undersigned will cause the Purchase Price to be
delivered to Graubard Miller (“GM”), counsel for the Corporation, by wire transfer as set forth in the
instructions attached as Exhibit A to hold in an interest bearing account until the Corporation consummates the IPO, together
with an originally executed Form W-9 or W-8BEN (or other similar applicable form).  The undersigned acknowledges and
agrees that if the underwriters in the IPO determine based on market conditions at that time that additional Private Units
must be purchased in order to consummate the IPO, the undersigned will purchase a proportionate number of additional Private
Units, pro rata with the other holders of Private Units. If such additional purchases are necessary, the undersigned agrees
that it will deliver the purchase price for such additional Private Units to GM as promptly as is reasonably practicable
following written notice from the Corporation of such decision. In the event that the undersigned breaches the purchase
obligations set forth above to purchase the Private Units and does not purchase all or any portion of such additional Private
Units, the other purchasers of the Private Units will have the ability, but not the obligation, to satisfy the
undersigned’s purchase obligation (and if they do, then the undersigned will sell, at the original cost, the Insider
Shares (defined below) held by the undersigned to the other purchasers of Private Units who satisfy the undersigned’s
purchase obligation and shall thereupon have no further liability or obligation in relation to such breach).



    	 



    	 



    




The consummation of the purchase and issuance
of the Initial Units and Additional Units (if any) shall occur simultaneously with the consummation of the IPO and over-allotment
option, respectively. Simultaneously with the consummation of the IPO, GM shall (i) deposit the Initial Purchase Price, without
interest or deduction, into the trust fund (“Trust Fund”) established by the Corporation for the benefit of the Corporation’s
public stockholders as described in the Corporation’s registration statement filed in connection with the IPO (“Registration
Statement”) and (ii) deliver all interest earned on the Initial Purchase Price to the undersigned. Simultaneously with the
consummation of all or any part of the over-allotment option, GM shall (i) deposit the pro-rata portion of the Over-Allotment Purchase
Price, based upon the amount of the over-allotment option that has been exercised, without interest or deduction, into the Trust
Fund and (ii) deliver all interest then earned on the Over-Allotment Purchase Price to the undersigned. Upon expiration of the
over-allotment option, GM shall return any unused portion of the Over-Allotment Purchase Price to the undersigned, together with
any remaining interest earned on the Over-Allotment Purchase Price. If the Corporation does not complete the IPO within six (6)
months from the date of this letter (subject to a six (6) month extension at the Corporation’s option in its sole discretion),
the Purchase Price (plus interest earned thereon) will be returned to the undersigned.


Each of the Corporation and the undersigned
acknowledges and agrees that GM is serving hereunder solely as a convenience to the parties to facilitate the purchase of the Private
Units and GM’s sole obligation under this letter agreement is to act with respect to holding and disbursing the Purchase
Price for the Private Units as described above. GM shall not be liable to the Corporation or the undersigned or any other person
or entity in respect of any act or failure to act hereunder or otherwise in connection with performing its services hereunder unless
GM has acted in a manner constituting gross negligence or willful misconduct. The Corporation shall indemnify GM against any claim
made against it (including reasonable attorney’s fees) by reason of it acting or failing to act in connection with this letter
agreement except as a result of its gross negligence or willful misconduct. GM may rely and shall be protected in acting or refraining
from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have
been signed or presented by the proper party or parties. Notwithstanding anything to the contrary contained herein, GM agrees that
it does not have any right, title, interest or claim of any kind in or to any monies of the Trust Fund (“Claim”) and
hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will
not seek recourse against the Trust Fund for any reason whatsoever.


In consideration of the above purchase
obligations, B. Luke Weil or an affiliate of his (the “Transferor”) hereby agrees to transfer to the undersigned an
aggregate of _____ Ordinary Shares (“Insider Shares”) of the Corporation at approximately $0.02 per Insider Share,
for an aggregate purchase price of $___, which amount is being delivered to the Transferor simultaneously with the execution of
this letter. The undersigned acknowledges and agrees that if the underwriters in the IPO determine the size of the offering should
be increased or decreased, the undersigned will either receive a dividend on the Insider Shares transferred hereunder or contribute
a portion of the Insider Shares back to capital, as applicable, in order to maintain the aggregate ownership of the Corporation’s
initial stockholders at a certain percentage of the number of shares to be sold in the IPO. Any increase or decrease will affect
all holders of Insider Shares on a pro-rata basis.






    	 



    	 



    

 


The Private Units will be identical to
the units to be sold by the Company in the IPO except the warrants underlying the Private Units will be non-redeemable and may be exercised on a cashless
basis, in each case so long as they continue to be held by the undersigned or the undersigned’s permitted transferees. Additionally, the undersigned agrees:





		·	to vote the Ordinary Shares included in the Private Units in favor of any proposed Business Combination;



 


		·	not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum and Articles of Association
with respect to the Company’s pre-Business Combination activities prior to the consummation of such a Business Combination
unless the Company offers dissenting holders the right to convert their shares for a portion of the cash held in the Trust Fund;



 


		·	not to convert any Ordinary Shares included in the Private Units into the right to receive cash from the Trust Fund in connection
with a shareholder vote to approve either a Business Combination or an amendment to the provisions of the Company’s Amended
and Restated Memorandum and Articles of Association relating to shareholders’ rights or pre-business combination activity;



 


		·	that the Private Units and underlying securities will not be transferable until after the consummation of a Business Combination
except (i) to the undersigned’s members upon its liquidation, (ii) to relatives and trusts for estate planning purposes,
(iii) by virtue of the laws of descent and distribution upon death, (iv) pursuant to a qualified domestic relations order, (v)
by certain pledges to secure obligations incurred in connection with purchase of the Company’s securities, (vi) by private
sales made in connection with the consummation of a Business Combination at prices no greater than the price at which the Private
Units were originally purchased or (vii) to the Company for cancellation in connection with the consummation of a Business Combination,
in each case (except for clause vi) where the transferee agrees to the terms of the transfer restrictions;



 


		·	the Private Units will be subject to customary registration rights, pursuant to a Registration Rights Agreement on terms agreed
upon by the Company and the Underwriters to be filed as an exhibit to the Registration Statement;



 


		·	the undersigned will not participate in any liquidation distribution with respect to the Private Units (but will participate
in liquidation distributions with respect to any units or Common Stock purchased by the Undersigned in the IPO or in the open market)
if the Company fails to consummate a Business Combination; and



 


		·	the Private Units will include any additional terms or restrictions as is customary in other similarly structured blank check
company offerings or as may be reasonably required by the underwriters in the IPO in order to consummate the IPO, each of which
will be set forth in the Registration Statement.



 






    	 



    	 



    

 


The undersigned further acknowledges and agrees
that if, in order to consummate any Business Combination, the holders of Insider Shares or Private Units are required to contribute
back to the capital of the Corporation a portion of any such securities to be cancelled by the Corporation, the Undersigned will
contribute back to the capital of the Corporation a proportionate number of Insider Shares or Private Units, as applicable, pro
rata with the other holders of Insider Shares or Private Units, as applicable.


 


The undersigned acknowledges and agrees
that he will execute agreements in form and substance typical for transactions of this nature necessary to effectuate the foregoing
agreements and obligations prior to the consummation of the IPO as are reasonably acceptable to the undersigned, including but
not limited to (i) an insider letter, (ii) an escrow agreement and (iii) a registration rights agreement.


The undersigned hereby represents and warrants
that, as applicable:


		(a)	he has been advised that the Insider Shares and Private Units have not been registered under the Securities Act;



		(b)	he is acquiring the Insider Shares and Private Units for his account for investment purposes only;



		(c)	he has no present intention of selling or otherwise disposing of the Insider Shares and Private Units in violation of the securities
laws of the United States;



		(d)	he is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933,
as amended;



		(e)	he is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under Regulation
D (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3);



		(f)	he has had both the opportunity to ask questions and receive answers from the officers and directors of the Corporation and
all persons acting on its behalf concerning the terms and conditions of the offer made hereunder;



		(g)	he is familiar with the proposed business, management, financial condition and affairs of the Corporation;



		(h)	he has full power, authority and legal capacity to execute and deliver this letter and any documents contemplated herein or
needed to consummate the transactions contemplated in this letter; and
	 	 	 
	 	(i)	this letter constitutes his respective legal, valid and binding obligation, and is enforceable against
him.










    	 



    	 



    




 





	 	 	 
	 	Very truly yours,	 
	 	 	 
	 	 	 



 





Accepted and Agreed:


 


ANDINA ACQUISITION CORP.
II








	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 







 





	 	 
	B. LUKE WEIL	 



 


Graubard Miller


(solely with respect to its obligations to hold


and disburse monies for the Private Units)








	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 





 




    	 



    	 



    

 


Exhibit A