NUMBER	SHARES
	 	 
	______C	 



 


ANDINA ACQUISITION
CORP. II


 


INCORPORATED UNDER
THE LAWS OF THE CAYMAN ISLANDS


 


ORDINARY SHARES


SEE REVERSE FOR

CERTAIN DEFINITIONS


 


	 	This Certifies that	CUSIP G0441P 10 4	 
	 	 	 	 
	 	is the owner of	 	 




 


FULLY PAID AND
NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF $.0001 EACH OF


 


ANDINA ACQUISITION
CORP. II


 


transferable on the
books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed. 


The Company
will be forced to liquidate if it is unable to complete an initial business combination as defined in and within the time period
as required by its Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.


 


Dated:


 


	 	 	 	 	 
	CHAIRMAN	 	 	SECRETARY
	 	 	 	 



 



    	 



    	 



    

 


The following abbreviations,
when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according
to applicable laws or regulations:


 


	 	 	 	 	 	 	 	 	 	 
	 	TEN COM –	as tenants in common	UNIF GIFT MIN ACT -	 	 Custodian 	 	 
	 	TEN ENT –	as tenants by the entireties	 	(Cust)	 	(Minor)	 
	 	JT TEN –	as joint tenants with right of survivorship	under Uniform Gifts to Minors
	 	 	and not as tenants in common	 	Act	 	 	 
	 	 	 	 	 	(State)	 	 



 


Additional Abbreviations
may also be used though not in the above list.


 


Andina Acquisition
Corp. II


 


The Company will
furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating, optional
or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to
all the provisions of the Amended and Restated Memorandum and Articles of Association and all amendments thereto and resolutions
of the Board of Directors providing for the issue of Preferred Shares (copies of which may be obtained from the secretary of the
Company), to all of which the holder of this certificate by acceptance hereof assents.


 


For value received, ___________________________
hereby sell, assign and transfer unto


 


	PLEASE INSERT SOCIAL SECURITY OR OTHER    	 
	IDENTIFYING NUMBER OF ASSIGNEE	 
	 	 
	 	 
	 	 



 


	 	 
	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 shares
	 	 
	of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint	 



 


	 	Attorney
	to transfer the said stock on the books of the within named Company will full power of substitution in the premises.	 



 


	Dated	 	 


 


	 	Notice:	The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.


 


	Signature(s) Guaranteed:	 	 
	 	 	 
	 	 	 
	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).	 



 


The holder of this certificate shall be entitled to receive funds
from the trust account only in the event of the Company’s liquidation upon failure to consummate a business combination within
the required time period set forth in the Company’s Amended and Restated Memorandum and Articles of Association as the same
may be amended from time to time, or if the holder seeks to convert his shares upon consummation of A business combination or in
connection with certain amendments to the Company’s Amended and Restated Memorandum and Articles of Association. In no other
circumstances shall the holder have any right or interest of any kind in or to the trust account.