RIGHTS AGREEMENT


 




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”).


 


WHEREAS, the Company is engaged in a public
offering (“Public Offering”) and has filed with the Securities and Exchange Commission (the “SEC”) a Registration
Statement on Form S-1, No. 333-207037 (“Registration Statement”), for the registration, under the Securities Act of
1933, as amended (“Act”) of its units, each unit (“Unit”) comprised of one ordinary share of the Company,
par value $.0001 per share (“Ordinary Share”), and one right to receive one-seventh of one Ordinary Share upon the
happening of the triggering event described herein and, in connection therewith, will issue and deliver up to 4,600,000 rights
(“Public Rights”) to the investors in the Public Offering; and


 


 WHEREAS, the Company has received binding
commitments from its initial shareholders (the “Initial Shareholders”) and EarlyBirdCapital, Inc. (“EarlyBirdCapital”)
to purchase in a private placement (“Private Offering”) up to an aggregate of 338,500 Units, and in connection therewith,
will issue and deliver up to an aggregate of 338,500 rights (“Private Rights” and together with the Public Rights,
the “Rights”) upon consummation of such Private Offering; and 


 


WHEREAS, the Company may issue up to an
additional 500,000 Rights in consideration of certain working capital loans that may be made by the Company’s officers, directors,
initial shareholders or affiliates; and


 


WHEREAS, the Company desires the Right Agent
to act on behalf of the Company, and the Right Agent is willing to so act, in connection with the issuance, registration, transfer
and exchange of the Rights; and


 


WHEREAS, the Company desires to provide
for the form and provisions of the Rights, the terms upon which they shall be issued, and the respective rights, limitation of
rights, and immunities of the Company, the Right Agent, and the holders of the Rights; and


 






    	



    	 



    

 


WHEREAS, all acts and things have been done
and performed which are necessary to make the Rights, when executed on behalf of the Company and countersigned by or on behalf
of the Right Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution
and delivery of this Agreement.


 


NOW, THEREFORE, in consideration of the
mutual agreements herein contained, the parties hereto agree as follows:


 


1.           Appointment of Right Agent. The Company hereby
appoints the Right Agent to act as agent for the Company for the Rights, and the Right Agent hereby accepts such appointment and
agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2.           Rights.


 


              2.1.          Form of Right. Each Right shall be issued
in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein
and shall be signed by, or bear the facsimile signature of, the Chairman of the Board, President or Chief Executive Officer and
Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile of the Company’s seal. In the event
the person whose facsimile signature has been placed upon any Right shall have ceased to serve in the capacity in which such person
signed the Right before such Right is issued, it may be issued with the same effect as if he or she had not ceased to be such at
the date of issuance.


 


              2.2.          Effect of Countersignature. Unless and until
countersigned by the Right Agent pursuant to this Agreement, a Right shall be invalid and of no effect and may not be exchanged
for Ordinary Shares.


 


              2.3.          Registration.


 


                              2.3.1.          Right Register. The Right Agent shall
maintain books (“Right Register”) for the registration of original issuance and the registration of transfer of the
Rights. Upon the initial issuance of the Rights, the Right Agent shall issue and register the Rights in the names of the respective
holders thereof in such denominations and otherwise in accordance with instructions delivered to the Right Agent by the Company.


 



    	



    	 



    

 


                    2.3.2.          Registered Holder. Prior to due presentment
for registration of transfer of any Right, the Company and the Right Agent may deem and treat the person in whose name such Right
shall be registered upon the Right Register (“registered holder”) as the absolute owner of such Right and of each Right
represented thereby (notwithstanding any notation of ownership or other writing on the Right Certificate made by anyone other than
the Company or the Right Agent), for the purpose of the exchange thereof, and for all other purposes, and neither the Company nor
the Right Agent shall be affected by any notice to the contrary.


 


              2.4.          Detachability of Rights. The securities comprising
the Units, including the Rights, will not be separately transferable until the ninetieth (90th) day after the date hereof unless
EBC informs the Company of its decision to allow earlier separate trading, but in no event will separate trading of the securities
comprising the Units begin until (i) the Company files a Current Report on Form 8-K which includes an audited balance sheet reflecting
the receipt by the Company of the gross proceeds of the Public Offering including the proceeds received by the Company from the
exercise of the over-allotment option, if the over-allotment option is exercised on the date hereof, and (ii) the Company issues
a press release and files a Current Report on Form 8-K announcing when such separate trading shall begin.


 


3.          Terms and Exchange of Rights


 


              3.1.          Rights. Each Right shall entitle the holder
thereof to receive one-seventh of one Ordinary Share upon the happening of an Exchange Event (described below). No additional consideration
shall be paid by a holder of Rights in order to receive his, her or its Ordinary Shares upon an Exchange Event as the purchase
price for such Ordinary Shares has been included in the purchase price for the Units. In no event will the Company be required
to net cash settle the Rights. Each holder of a Right will be required to affirmatively convert his, her or its Rights in order
to receive the 1/7 of a share underlying each right (without paying any additional consideration) upon consummation of the Exchange
Event. Each holder of a Right will be required to indicate his, her or its election to convert the Rights into the underlying shares
as well as to return the original certificates evidencing the Rights to the Company.


 



    	



    	 



    

 


              3.2.          Exchange Event. An Exchange Event shall occur
upon the Company’s consummation of an initial Business Combination (as defined in the Company’s Amended and Restated
Memorandum and Articles of Association).


 


              3.3.          Exchange of Rights.


 


                              3.3.1.          Issuance of Certificates. As soon as
practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights to return their Rights certificates
to the Right Agent. Upon receipt of a valid Rights certificate, the Company shall issue to the registered holder of such Right(s)
a certificate or certificates for the full number of Ordinary Shares to which he, she or it is entitled, registered in such name
or names as may be directed by him, her or it. Notwithstanding the foregoing, or any provision contained in this Rights Agreement
to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional
shares upon exchange of Rights. At the time of an Exchange Event, the Company will instruct the Right Agent to round down to the
nearest whole Ordinary Share.


 


                               3.3.2.          Valid Issuance. All Ordinary shares
issued upon an Exchange Event in conformity with this Agreement, and registered on the Company’s register of members, shall
be validly issued, fully paid and nonassessable.


 


                              3.3.3.          Date of Issuance. Each person in whose
name any such certificate for Ordinary Shares is issued shall for all purposes be deemed to have become the holder of record of
such shares on the date that he is registered on the Company’s register of members.


 


3.3.4          Company Not Surviving Following
Exchange Event. Upon an Exchange Event in which the Company does not continue as the publicly held reporting entity, the definitive
agreement with the target business for a Business Combination will provide for the holders of Rights to receive the same per share
consideration the holders of the Ordinary Shares will receive in such transaction, for the number of shares such holder is entitled
to pursuant to Section 3.1 above.


 



    	



    	 



    

 


              3.5           Duration of Rights. If an Exchange Event does
not occur within the 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, the Rights shall expire and shall be worthless.


 


4.           Transfer and Exchange of Rights.


 


              4.1.          Registration of Transfer. The Right Agent
shall register the transfer, from time to time, of any outstanding Right upon the Right Register, upon surrender of such Right
for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon
any such transfer, a new Right certificate representing an equal aggregate number of Rights shall be issued and the old Right certificate
shall be cancelled by the Right Agent. The Right certificate(s) so cancelled shall be delivered by the Right Agent to the Company
from time to time upon request.


 


              4.2.          Procedure for Surrender of Rights. Rights
may be surrendered to the Right Agent, together with a written request for exchange or transfer, and thereupon the Right Agent
shall issue in exchange therefor one or more new Right certificate(s) as requested by the registered holder of the Rights so surrendered,
representing an equal aggregate number of Rights; provided, however, that in the event that a Right surrendered for transfer bears
a restrictive legend, the Right Agent shall not cancel such Right certificate and issue new Right certificate(s) in exchange therefor
until the Right Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating
whether the new Right certificate(s) must also bear a restrictive legend.


 


              4.3.          Fractional Rights. The Right Agent shall
not be required to effect any registration of transfer or exchange which will result in the issuance of a Right certificate for
a fraction of a Right.


 


              4.4.          Service Charges. No service charge shall
be made for any exchange or registration of transfer of Rights.


 


              4.5.          Adjustments to Conversion Ratios. The number
of Ordinary Shares that the holders of Rights are entitled to receive as a result of the occurrence of an Exchange Event shall
be equitably adjusted to reflect appropriately the effect of any share split, reverse share split, share dividend, reorganization,
recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Ordinary Shares occurring
on or after the date hereof and prior to the Exchange Event.


 



    	



    	 



    

 


4.6          Right Execution and Countersignature.
The Right Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Rights
required to be issued pursuant to the provisions of this Section 4, and the Company, whenever required by the Right Agent, will
supply the Right Agent with Rights duly executed on behalf of the Company for such purpose.


 


5.          Other Provisions Relating to Rights of Holders of Rights.


 


              5.1.          No Rights as Shareholder. Until exchange
of a Right for Ordinary Shares as provided for herein, a Right does not entitle the registered holder thereof to any of the rights
of a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise
any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or
the election of directors of the Company or any other matter.


 


              5.2.          Lost, Stolen, Mutilated, or Destroyed Right
Certificate(s). If any Right certificate(s) is lost, stolen, mutilated, or destroyed, the Company and the Right Agent may on such
terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Right certificate,
include the surrender thereof), issue a new Right certificate of like denomination, tenor, and date as the Right certificate so
lost, stolen, mutilated, or destroyed. Any such new Right certificate shall constitute a substitute contractual obligation of the
Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Right certificate shall be at any time enforceable
by anyone.


 


              5.3.          Reservation of Ordinary Shares. The Company
shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares that will be sufficient to
permit the exchange of all outstanding Rights issued pursuant to this Agreement.


 



    	



    	 



    

 


6.          Concerning the Right Agent and Other Matters.


 


              6.1.          Payment of Taxes. The Company will from time
to time promptly pay all taxes and charges that may be imposed upon the Company or the Right Agent in respect of the issuance or
delivery of Ordinary Shares upon the exchange of Rights, but the Company shall not be obligated to pay any transfer taxes in respect
of the Rights or such shares.


 


              6.2.          Resignation, Consolidation, or Merger of Right
Agent.


 


                              6.2.1.          Appointment of Successor Right Agent.
The Right Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and
liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Right Agent becomes
vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Right Agent in place
of the Right Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in
writing of such resignation or incapacity by the Right Agent or by the holder of the Right (who shall, with such notice, submit
his, her or its Right for inspection by the Company), then the holder of any Right may apply to the Supreme Court of the State
of New York for the County of New York for the appointment of a successor Right Agent at the Company’s cost. Any successor
Right Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of
the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York,
and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state
authority. After appointment, any successor Right Agent shall be vested with all the authority, powers, rights, immunities, duties,
and obligations of its predecessor Right Agent with like effect as if originally named as Right Agent hereunder, without any further
act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Right Agent shall execute and deliver,
at the expense of the Company, an instrument transferring to such successor Right Agent all the authority, powers, and rights of
such predecessor Right Agent hereunder; and upon request of any successor Right Agent the Company shall make, execute, acknowledge,
and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Right
Agent all such authority, powers, rights, immunities, duties, and obligations.


 



    	



    	 



    

 


                              6.2.2.          Notice of Successor Right Agent. In
the event a successor Right Agent shall be appointed, the Company shall give notice thereof to the predecessor Right Agent and
the transfer agent for the Ordinary Shares not later than the effective date of any such appointment.


 


                              6.2.3.          Merger or Consolidation of Right Agent.
Any corporation into which the Right Agent may be merged or with which it may be consolidated or any corporation resulting from
any merger or consolidation to which the Right Agent shall be a party shall be the successor Right Agent under this Agreement without
any further act.


 


              6.3.          Fees and Expenses of Right Agent.


 


                              6.3.1.          Remuneration. The Company agrees to
pay the Right Agent reasonable remuneration for its services as such Right Agent hereunder and will reimburse the Right Agent upon
demand for all expenditures that the Right Agent may reasonably incur in the execution of its duties hereunder.


 


                              6.3.2.          Further Assurances. The Company agrees
to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further
and other acts, instruments, and assurances as may reasonably be required by the Right Agent for the carrying out or performing
of the provisions of this Agreement.


 


              6.4.          Liability of Right Agent.


 


                              6.4.1.          Reliance on Company Statement. Whenever
in the performance of its duties under this Right Agreement, the Right Agent shall deem it necessary or desirable that any fact
or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless
other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by
a statement signed by the President, Chief Executive Officer or Chief Financial Officer and delivered to the Right Agent. The Right
Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


                              6.4.2.          Indemnity. The Right Agent shall be
liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Right
Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything
done or omitted by the Right Agent in the execution of this Agreement except as a result of the Right Agent’s gross negligence,
willful misconduct, or bad faith.


 



    	



    	 



    

 


                              6.4.3.          Exclusions. The Right Agent shall have
no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Right (except
its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained
in this Agreement or in any Right; nor shall it by any act hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Right or as to whether any Ordinary
Shares will when issued be valid and fully paid and nonassessable.


 


              6.5.          Acceptance of Agency. The Right Agent hereby
accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth.


 


              6.6          Waiver. The Right Agent hereby waives any
right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of,
the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between
the Company and the Right Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction
for any Claim against the Trust Account for any reason whatsoever.


 


7.          Miscellaneous Provisions.


 


              7.1.          Successors. All the covenants and provisions
of this Agreement by or for the benefit of the Company or the Right Agent shall bind and inure to the benefit of their respective
successors and assigns.


 



    	



    	 



    

 


              7.2.          Notices. Any notice, statement or demand
authorized by this Right Agreement to be given or made by the Right Agent or by the holder of any Right to or on the Company shall
be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service
within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company
with the Right Agent), as follows:


 


Andina Acquisition Corp. II




250 West 57th St




Suite 2223




New York, NY 10107




Attn: Chief Executive Officer


 




Any notice, statement or demand authorized by this Agreement
to be given or made by the holder of any Right or by the Company to or on the Right Agent shall be sufficiently given when so delivered
if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such
notice, postage prepaid, addressed (until another address is filed in writing by the Right Agent with the Company), as follows:


 


Continental Stock Transfer & Trust Company




17 Battery Place




New York, New York 10004




Attn: Robert E. McMonagle




 


with a copy (which shall not constitute notice) in each case
to:




 


Graubard Miller




The Chrysler Building




405 Lexington Avenue




New York, New York 10174




Attn: David Alan Miller, Esq.


 


and


 


Blank Rome LLP




The Chrysler Building




405 Lexington Avenue




New York, New York 10174




Attn: Robert J. Mittman, Esq.


 


and


 


EarlyBirdCapital, Inc.




366 Madison Avenue




8th Floor




New York, New York 10017




Attn: General Counsel and Investment Banking Department 


Facsimile: 212-661-0200 


 



    	



    	 



    



 


              7.3.          Applicable Law. The validity, interpretation,
and performance of this Agreement and of the Rights shall be governed in all respects by 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 Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement
shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District
of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any
objection to such exclusive jurisdiction and that such courts represent an inconvenience forum. Any such process or summons to
be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested,
postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be deemed personal service
and shall be legal and binding upon the Company in any action, proceeding or claim.


 


              7.4.          Persons Having Rights under this Agreement.
Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be
construed, to confer upon, or give to, any person or corporation other than the parties hereto and the registered holders of the
Rights and, for the purposes of Sections 3, 7.4 and 7.8 hereof, EarlyBirdCapital, any right, remedy, or claim under or by reason
of this Right Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. EarlyBirdCapital shall be deemed
to be a third-party beneficiary of this Agreement with respect to Sections 3, 7.4 and 7.8 hereof. All covenants, conditions, stipulations,
promises, and agreements contained in this Right Agreement shall be for the sole and exclusive benefit of the parties hereto (and
EarlyBirdCapital with respect to the Sections 3, 7.4 and 7.8 hereof) and their successors and assigns and of the registered holders
of the Rights.


 


              7.5.          Examination of the Right Agreement. A copy
of this Agreement shall be available at all reasonable times at the office of the Right Agent in the Borough of Manhattan, City
and State of New York, for inspection by the registered holder of any Right. The Right Agent may require any such holder to submit
his, her or its Right for inspection by it.


 



    	



    	 



    

 


              7.6.          Counterparts. This Agreement may be executed
in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument.


 


              7.7.          Effect of Headings. The Section headings
herein are for convenience only and are not part of this Right Agreement and shall not affect the interpretation thereof.


 


              7.8          Amendments. This Agreement may be amended
by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity, or of curing, correcting
or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or
questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely
affect the interest of the registered holders. All other modifications or amendments shall require the written consent or vote
of the registered holders of a majority of the then outstanding Rights. The provisions of this Section 7.8 may not be modified,
amended or deleted without the prior written consent of EarlyBirdCapital.


 


               7.9          Severability. This Right Agreement
shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Right Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or
unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Right Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[Signature Page Follows]


 



    	



    	 



    

 




IN WITNESS WHEREOF, this Agreement has been
duly executed by the parties hereto as of the day and year first above written.



 

	 	 
	 	ANDINA ACQUISITION CORP. II
	 	 
	 	By:	 
	 	 	Name: Julio A. Torres
	 	 	Title:   Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER 

& TRUST COMPANY
	 	 
	 	By:	 
	 	 	Name:
	 	 	 Title: