NUMBER

	
SHARES              


	  	  
	
______C

	  










ANDINA ACQUISITION CORPORATION


 


INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS


 


ORDINARY SHARES


 


SEE REVERSE FOR


CERTAIN DEFINITIONS




 



	
This Certifies that

	
CUSIP G0440W 100


	  	  
	  	  
	
is the owner of

	  





 


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


 


ANDINDA ACQUISITION CORPORATION


 


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 within twenty-one months from the closing of the Company’s initial public offering, or within twenty-four months if certain criteria are satisfied, all as more fully described in the Company’s final prospectus dated ________ __, 2012.


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 CORPORATION


 


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)


 











 








 





ordinary shares represented by the within Certificate, and do hereby irrevocably constitute and appoint









__________________________________________________________________________________ Attorney to transfer the said shares 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 fund only in the event of the Company’s liquidation upon failure to consummate a business combination, if the holder seeks to sell his shares to the Company prior to the consummation of a business combination or if the holder seeks to convert or sell his respective shares upon consummation of such business combination.  In no other circumstances shall the holder have any right or interest of any kind in or to the trust fund.