Exhibit 10.6


 


 


B. Riley & Co., LLC


11100 Santa Monica Boulevard


Los Angeles, CA 90025


 


October
8, 2015


 


Andina Acquisition Corp. II


250 West 57th St


Suite 2223


New York, NY 10107


Attn:


 


Ladies and Gentlemen:


 


This is to confirm
our agreement whereby Andina Acquisition Corp.II, a Cayman Islands exempted company (the “Company”), has requested
B. Riley & Co., LLC (the “Advisor”) to assist it in connection with the Company consummating a merger, share exchange,
asset acquisition, share purchase, recapitalization, reorganization or other similar business combination (in each case, a “Business
Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration
Statement on Form S-1 (File No. 333-207037) filed with the Securities and Exchange Commission (“Registration Statement”)
in connection with its initial public offering (“IPO”).


 


1. Services and Fees.


 


(a) If requested by the Company, the Advisor will:


 


(i)      Assist
the Company in holding meetings with Company shareholders to discuss the Business Combination and the Target’s attributes;


(ii)     Assist the Company
in identifying to potential investors to purchase the Company’s securities;


(iii)    Assist the Company
in trying to obtain shareholder approval for the Business Combination; and


 (iv)   Assist the
Company with any press releases and filings related to the Business Combination or the Target.


 


(b) As compensation for the foregoing services, the Company
will pay the Advisor a cash fee equal to $250,000 (“Fee”). The Fee is due and payable to the Advisor by wire transfer
at the closing of the IPO (“Closing”). If the Closing does not occur for any reason, no Fee shall be due or payable
to the Advisor hereunder. The Fee shall be exclusive of any finder’ fees which may become payable to the Advisor pursuant
to any subsequent agreement between the Advisor and the Company or the Target.


 


2. Expenses


 


        At the Closing, the Company
shall reimburse the Advisor for its reasonable costs and expenses incurred by the Advisor (including reasonable fees and disbursements
of counsel) in connection with the performance of its services hereunder; provided, however, all expenses shall be subject to the
Company’s prior written approval, which approval shall not be unreasonably withheld.


 



    	 



    	 



    

 


3. Company Cooperation.


 


The Company will provide full
cooperation to the Advisor as may be necessary for the efficient performance by the Advisor of its obligations hereunder, including,
but not limited to, providing to the Advisor and its counsel, on a timely basis, all documents and information regarding the Company
and Target that the Advisor may reasonably request or that are otherwise relevant to the Advisor’s performance of its obligations
hereunder (collectively, the “Information”); making the Company’s management, auditors, suppliers, customers,
consultants and advisors available to the Advisor; and using commercially reasonable efforts to provide the Advisor with reasonable
access to the management, auditors, suppliers, customers, consultants and advisors of Target. The Company will promptly notify
the Advisor of any change in facts or circumstances or new developments affecting the Company or Target or that might reasonably
be considered material to the Advisor’s engagement hereunder.


 


4. Representations; Warranties and Covenants.


 


The Company represents, warrants
and covenants to the Advisor that all Information it makes available to the Advisor by or on behalf of the Company in connection
with the performance of its obligations hereunder will not contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make statements made, in light of the circumstances under which they were made, not misleading as of
the date thereof and as of the consummation of the Business Combination.


 


5. Indemnity.


 


The Company shall indemnify the
Advisor and its affiliates and directors, officers, employees, shareholders, representatives and agents in accordance with the
indemnification provisions set forth in Annex I hereto, all of which are incorporated herein by reference.


 


Notwithstanding the foregoing
and Annex 1, the Advisor agrees, if there is no Closing, (i) that it does not have any right, title, interest or claim of any kind
in or to any monies in the Company’s trust account (“Trust Account”) established in connection with the IPO (each,
a “Claim”); (ii) to waive any Claim it may have in the future as a result of, or arising out of, any services provided
to the Company; and (iii) to not seek recourse against the Trust Account for any reason whatsoever.


 


6. Use of Name and Reports.


 


Without the Advisor’s prior
written consent, neither the Company nor any of its affiliates (nor any director, officer, manager, partner, member, employee or
agent thereof) shall quote or refer to (i) the Advisor’s name or (ii) any advice rendered by the Advisor to the Company or
any communication from the Advisor in connection with performance of their services hereunder, except as required by applicable
federal or state law, regulation or securities exchange rule.


 


7. Status as Independent Contractor.


 


The Advisor shall perform its
services as an independent contractor and not as an employee of the Company or affiliate thereof. It is expressly understood and
agreed to by the parties that the Advisor shall have no authority to act for, represent or bind the Company or any affiliate thereof
in any manner, except as may be expressly agreed to by the Company in writing. In rendering such services, the Advisor will be
acting solely pursuant to a contractual relationship on an arm’s-length basis. This Agreement is not intended to create a
fiduciary relationship between the parties and neither the Advisor nor any of the Advisor’s officers, directors or personnel
will owe any fiduciary duty to the Company or any other person in connection with any of the matters contemplated by this Agreement.


 



    	 



    	 



    


 


8. Potential Conflicts.


 


The Company acknowledges that
the Advisor is a full -service securities firm engaged in securities trading and brokerage activities and providing investment
banking and advisory services from which conflicting interests may arise. In the ordinary course of business, the Advisor and its
affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own account
or the accounts of customers, in debt or equity securities of the Company, its affiliates or other entities that may be involved
in the transactions contemplated hereby. Nothing in this Agreement shall be construed to limit or restrict the Advisor or any of
its affiliates in conducting such business.


 


9. Entire Agreement.


 


This Agreement constitutes the
entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings,
oral or written, with respect thereto. This Agreement may not be modified or terminated orally or in any manner other than by an
agreement in writing signed by the parties hereto.


 


10. Notices.


 


Any notices required or permitted to be given hereunder
shall be in writing and shall be deemed given when mailed by certified mail or private courier service, return receipt requested,
addressed to each party at its respective addresses set forth above, or such other address as may be given by a party in a notice
given pursuant to this Section.


 


11. Successors and Assigns


 


This Agreement may not be assigned
by either party without the written consent of the other. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and, except where prohibited, to their successors and assigns.


 


12. Non- Exclusivity.


 


Nothing herein shall be deemed
to restrict or prohibit the engagement by the Company of other consultants providing the same or similar services or the payment
by the Company of fees to such parties. The Company’s engagement of any other consultant(s) shall not affect the Advisor’s
right to receive fees and reimbursement of expenses pursuant to this Agreement.


 


13. Applicable Law; Venue.


 


This Agreement shall be construed
and enforced in accordance with the laws of the State of New York without giving effect to conflict of laws.


 


In the event of any dispute under
this Agreement, then and in such event, each party hereto agrees that the dispute shall either be (i) submitted to JAMS in New
York County, New York, for its decision and determination in accordance with Expedited Procedures of JAMS’ Comprehensive
Arbitration Rules and Procedures or (ii) brought and enforced in the courts of the State of New York, County of New York under
the accelerated adjudication procedures of the Commercial Division, or the United States District Court for the Southern District
of New York, in each event at the discretion of the party initiating the dispute. Once a party files a dispute (if arbitration,
by sending JAMS a Demand for Arbitration) with one of the above forums, the parties agree that all issues regarding such dispute
or this Agreement must be resolved before such forum rather than seeking to resolve any issue through another alternative forum
set forth above.


 



    	 



    	 



    

 





In the event the dispute is brought
before JAMS, each of the parties agrees that the decision and/or award made by the arbitrators shall be final and enforceable by
any court having jurisdiction over the party from whom enforcement is sought. Furthermore, the parties to any such arbitration
shall be entitled to make one motion for summary judgment within 60 days of the commencement of the arbitration, which shall be
decided by the arbitrator[s] prior to the commencement of the hearings. If the amount in controversy in the arbitration exceeds
$1.5 million, the arbitration shall be heard by three arbitrators, unless the parties agree to one arbitrator.


 


In the event the dispute is brought
by a party in the courts of the State of New York or the United States District Court for the Southern District of New York, each
party irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive such party hereby waives any objection to
such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon
a party may be served by transmitting a copy thereof by registered or certified mail, postage prepaid, addressed to such party
at the address set forth at the beginning of this Agreement. Such mailing shall be deemed personal service and shall be legal and
binding upon the party being served in any action, proceeding or claim. The parties agree that the prevailing party(ies) in any
such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating
to such action or proceeding and/or incurred in connection with the preparation therefor.


 


The Company hereby appoints, without
power of revocation, Graubard Miller, 405 Lexington Avenue, New York, New York 10174; Fax No.: (212) 818-8881; Attn: David Alan
Miller, Esq., as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any arbitration,
action, proceeding or counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take
any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for
a period of seven years from the date of this Agreement.


 


14. Counterparts


 


This Agreement may be executed
in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but
one instrument.


 


If the foregoing correctly sets
forth the understanding between the Advisor and the Company with respect to the foregoing, please so indicate your agreement by
signing in the place provided below, at which time this letter shall become a binding contract.


 


[Signature page follows]


 




    	 



    	 



    


 


 


 





 











	 	B. RILEY & CO., LLC
	 	 
	 	By:	/s/ Ryan Bernath
	 	Name: Ryan Bernath
	 	Title: Head of Banking









	AGREED AND ACCEPTED BY:	 
	 	 
	 ANDINA ACQUISITION CORP. II	 
	 	 
	By:	/s/ B. Luke Weil	 
	Name: B. Luke Weil	 
	Title: Director 	 



 


[Signature Page to Business
Combination Marketing Agreement]


 



    	 



    	 



    


 


 


 


ANNEX I


 


Indemnification


 


In connection with the Company’s engagement
of B. Riley & Co., LLC (the “Advisor”) pursuant to that certain letter agreement (“Agreement”) of which
this Annex forms a part, Andina Acquisition Corp. II (the “Company”) hereby agrees, subject to the second paragraph
of Section 5 of the Agreement, to indemnify and hold harmless the Advisor and its affiliates and its respective directors, officers,
shareholders, agents and employees of any of the foregoing (collectively the “Indemnified Persons”), from and against
any and all claims, actions, suits, proceedings (including those of shareholders), damages, liabilities and expenses incurred by
any of them (including the reasonable fees and expenses of counsel), as incurred, (collectively a “Claim”), that (A)
are related to or arise out of (i) any actions taken or omitted to be taken (including any untrue statements made or any statements
omitted to be made) by the Company, or (ii) any actions taken or omitted to be taken by any Indemnified Person in connection with
the Company’s engagement of the Advisor, or (B) otherwise relate to or arise out of the Advisor’s activities on the Company’s behalf
under the Advisor’s engagement, and the Company shall reimburse any Indemnified Person for all expenses (including the reasonable
fees and expenses of counsel) as incurred by such Indemnified Person in connection with investigating, preparing or defending any
such claim, action, suit or proceeding, whether or not in connection with pending or threatened litigation in which any Indemnified
Person is a party. The Company will not, however, be responsible for any Claim that is finally judicially determined to have resulted
from the gross negligence or willful misconduct of any person seeking indemnification for such Claim. The Company further agrees
that no Indemnified Person shall have any liability to the Company for or in connection with the Company’s engagement of the Advisor
except for any Claim incurred by the Company as a result of such Indemnified Person’s gross negligence or willful misconduct.


 


The Company further agrees that it will
not, without the prior written consent of the Advisor, settle, compromise or consent to the entry of any judgment in any pending
or threatened Claim in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual
or potential party to such Claim), unless such settlement, compromise or consent includes an unconditional, irrevocable release
of each Indemnified Person from any and all liability arising out of such Claim.


 


Promptly upon receipt by an Indemnified
Person of notice of any complaint or the assertion or institution of any Claim with respect to which indemnification is being sought
hereunder, such Indemnified Person shall notify the Company in writing of such complaint or of such assertion or institution, but
failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the
extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is
requested by such Indemnified Person, the Company will assume the defense of such Claim, including the employment of counsel reasonably
satisfactory to such Indemnified Person and the payment of the fees and expenses of such counsel. In the event, however, that legal
counsel to such Indemnified Person reasonably determines that having common counsel would present such counsel with a conflict
of interest, or if the defendant in, or target of, any such Claim, includes an Indemnified Person and the Company, and legal counsel
to such Indemnified Person reasonably concludes that there may be legal defenses available to it or other Indemnified Persons different
from or in addition to those available to the Company, then such Indemnified Person may employ its own separate counsel to represent
or defend him, her or it in any such Claim, and the Company shall pay the reasonable fees and expenses of such counsel. Notwithstanding
anything herein to the contrary, if the Company fails timely or diligently to defend, contest, or otherwise protect against any
Claim, the relevant Indemnified Party shall have the right, but not the obligation, to defend, contest, compromise, settle, assert
crossclaims, or counterclaims or otherwise protect against the same, and shall be fully indemnified by the Company therefor, including,
without limitation, for the reasonable fees and expenses of its counsel and all amounts paid as a result of such Claim or the compromise
or settlement thereof.


 



    	 



    	 



    


 


In addition, with respect to any Claim in
which the Company assumes the defense, the Indemnified Person shall have the right to participate in such Claim and to retain his,
her or its own counsel therefor at his, her or its own expense.


 


The Company agrees that if any indemnity
sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason then (whether or not the Advisor
is an Indemnified Person), the Company and the Advisor shall contribute to the Claim for which such indemnity is held unavailable
in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and the Advisor, on the
other, in connection with the Advisor’s engagement referred to above, subject to the limitation that in no event shall the amount
of the Advisor’s contribution to such Claim exceed the amount of fees actually received by the Advisor from the Company pursuant
to the Advisor’s engagement. The Company hereby agrees that the relative benefits to the Company, on the one hand, and the Advisor,
on the other, with respect to the Advisor’s engagement shall be deemed to be in the same proportion as (a) the total value paid
or proposed to be paid or received by the Company or its shareholders as the case may be, pursuant to the transaction (whether
or not consummated) for which the Advisor is engaged to render services bears to (b) the fee paid or proposed to be paid to the
Advisor in connection with such engagement.


 


The Company’s indemnity, reimbursement and
contribution obligations under this Agreement (a) shall be in addition to, and shall in no way limit or otherwise adversely affect,
any rights that any Indemnified Party may have at law or at equity and (b) shall be effective whether or not the Company is at
fault in any way.