WARRANT AGREEMENT


 


Agreement made as of March 16, 2012
between Andina Acquisition Corporation, a Cayman Islands company, with offices at Carrera 10 No. 28-49, Torre A Oficina 20-05,
Bogota, Colombia (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices
at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).


 


WHEREAS, the Company has received binding
commitments from its initial shareholders to purchase an aggregate of 4,800,000 warrants (the “Private Placement Warrants”);
and


 


WHEREAS, the Company is engaged in a public
offering (“Public Offering”) of units, each unit comprised of one Ordinary Share (as defined below) and one Public
Warrant (as defined below) (the “Units”) and, in connection therewith, has determined to issue and deliver up to (i)
4,600,000 Warrants to the public investors (“Public Warrants”) and (ii) 500,000 warrants (underlying a unit purchase
option purchased by EarlyBirdCapital, Inc. (“EBC”) for a purchase price of $500,000) to EBC or its designees (the “Representative’s
Initial Warrants”), (iii) 400,000 warrants (underlying a unit purchase option purchased by EBC for a purchase price of $100)
to EBC or its designees (the “Representative’s Secondary Warrants” and, together with the Public Warrants, the
Private Placement Warrants, and the Represenative’s Secondary Warrants, the “Warrants”), each such Warrant evidencing
the right of the holder thereof to purchase one ordinary share of the Company, par value $.0001 per share (“Ordinary Shares”),
for $8.00, subject to adjustment as described herein; and


 


WHEREAS, the Company has filed with the
Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, No. 333-178061 (“Registration
Statement”), for the registration, under the Securities Act of 1933, as amended (“Act”) of, among other securities,
the Warrants and the Ordinary Shares issuable upon exercise of the Warrants; and


 


WHEREAS, the Company desires the Warrant
Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants; and


 



    	 



    	 



    

 


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


 


WHEREAS, all acts and things have been done
and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf
of the Warrant 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 Warrant Agent. The Company hereby
appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment
and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2.           Warrants.


 


2.1.      Form of Warrant. Each Warrant 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 or either Co-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 Warrant shall have ceased to serve in the capacity in which such
person signed the Warrant before such Warrant 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



    	 



    

 


2.2.         Effect of Countersignature. Unless and until
countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised
by the holder thereof.


 


2.3.         Registration.


 


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


 


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


 


2.4.         Detachability of Warrants. The securities
comprising the Units 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



    	 



    

 


2.5          Warrant Attributes.


 


2.5.1        Private Placement Warrants.
The Private Placement Warrants will be issued in the same form as the Public Warrants but they will not be redeemable by the Company
as long as such warrants are held by the initial purchasers or their affiliates and permitted transferees (as prescribed in Section
5.6 hereof). The provisions of this Section 2.5.1 may not be modified, amended or deleted without the
prior written consent of EBC.


 


2.5.2        Representative’s
Warrants. The Representative’s Initial Warrants shall be issued in the same form as the Public Warrants but they will
not be redeemable by the Company as long as such warrants are held by  EBC or  its affiliates. The Representative’s
Secondary Warrants shall have the same terms and be in the same form as the Public Warrants. 


 


3.            Terms and Exercise of Warrants


 


3.1.        Warrant Price. Each Warrant shall, when countersigned
by the Warrant Agent, entitle the registered holder thereof, subject to the provisions of such Warrant and of this Warrant Agreement,
to purchase from the Company the number of Ordinary Shares stated therein, at the price of $8.00 per whole share, subject to the
adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as
used in this Warrant Agreement refers to the price per share at which Ordinary Shares may be purchased at the time a Warrant is
exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined
below) for a period of not less than 10 business days; provided, however, that the Company shall provide at least 10 business days
prior written notice of such reduction to registered holders of the Warrants; provided, further, however, that any such reduction
shall be applied consistently to all of the Warrants.


 



    	4



    	 



    

 


3.2.         Duration
of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later of
the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities (“Business
Combination”) (as described more fully in the Registration Statement) or March 16, 2013, and terminating at 5:00 p.m.,
New York City time on the earlier to occur of (i) three years from the consummation of a Business Combination, (ii) the
liquidation of the Company, and (iii) the Redemption Date as provided in Section 6.2 of this Agreement (“Expiration
Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable
conditions, as set forth in Section 7.4 below. Except with respect to the right to receive the Redemption Price (as set forth
in Section 6 hereunder), each Warrant not exercised on or before the Expiration Date shall become void, and all
rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the
Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration
Date; provided, however, that the Company will provide not less than 20 days notice to registered
holders of the Warrants of such extension.


 


3.3.         Exercise of Warrants.


 


3.3.1.    Payment. Subject to the provisions of the
Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the registered holder
thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough
of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying
in full the Warrant Price for each full Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due
in connection with the exercise of the Warrant, as follows:


 


(a)       in cash, good certified
check or good bank draft payable to the order of the Company (or as otherwise agreed to by the Company); or


 


(b)      by surrendering the Warrants
for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares
underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (defined
below) by (y) the Fair Market Value. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean
(1) the average reported last sale price of the Ordinary Shares for the 10 trading days ending on the day prior to the date of
exercise or (2) in the event of redemption pursuant to Section 6 hereof, the average reported last sale price of the Ordinary Shares
for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to holders
of Warrants.


 



    	5



    	 



    

 


3.3.2.        Issuance of Certificates. As soon as practicable
after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue
to the registered holder of such Warrant a certificate or certificates for the number of full Ordinary Shares to which he is entitled,
registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full,
a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the
foregoing, in no event will the Company be required to net cash settle the Warrant exercise. Warrants may not be exercised by,
or securities issued to, any registered holder in any state in which such exercise would be unlawful.


 


3.3.3.        Valid Issuance. All Ordinary Shares issued
upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and nonassessable.


 


3.3.4.        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 on which the Warrant was surrendered and payment of the Warrant Price was made, irrespective of the date
of delivery of such certificate, except that, if the date of such surrender and payment is a date when the share transfer books
of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the
next succeeding date on which the share transfer books are open.


 



    	6



    	 



    

 


3.3.5.        Maximum Percentage.  A
holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this
subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election.
If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder
shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together
with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (the
“Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise.  For
purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates
shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such
sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised
portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or
unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without
limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise
analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial
ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).  For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely
on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly
report on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent
public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of Ordinary
Shares outstanding.  For any reason at any time, upon the written request of the holder of the Warrant, the Company shall,
within two (2) business days, confirm orally and in writing to such holder the number of Ordinary Shares then outstanding.  In
any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity
securities of the Company by the holder and its affiliates since the date as of which such number of outstanding Ordinary Shares
was reported.  By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the
Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such
increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 



    	7



    	 



    

 


4.            Adjustments.


 


4.1.      Stock Dividends - Split Ups. If after the
date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding Ordinary Shares is increased by a stock
dividend payable in Ordinary Shares, or by a split up of the Ordinary Shares, or other similar event, then, on the effective date
of such stock dividend, split up or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be
increased in proportion to such increase in outstanding Ordinary Shares. A rights offering to all holders of the Ordinary Shares
entitling holders to purchase Ordinary Shares at a price less than the “Fair Market Value” (as defined below) shall
be deemed a stock dividend of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold
in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or
exercisable for the Ordinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in
such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1, (i) if the rights offering is for
securities convertible into or exercisable for the Ordinary Shares, in determining the price payable for the Ordinary Shares, there
shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise
or conversion and (ii) “Fair Market Value” means the volume weighted average price of the Ordinary Shares as reported
during the ten (10) trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on
the applicable exchange or in the applicable market, regular way, with the right to receive such rights.


 


4.2.      Aggregation of Shares. If after the date
hereof, and subject to the provisions of Section 4.6, the number of outstanding Ordinary Shares is decreased by a consolidation,
combination, reverse share split or reclassification of the Ordinary Shares or other similar event, then, on the effective date
of such consolidation, combination, reverse share split, reclassification or similar event, the number of Ordinary Shares issuable
on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding Ordinary Shares.


 



    	8



    	 



    

 


4.3      Extraordinary Dividends.  If the
Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend
or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such shares of Ordinary
Shares (or other shares of the Company’s capital shares into which the Warrants are convertible), other than (a) as described
in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of
the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares
by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust
Agreement between the Company and the Warrant Agent dated of even date herewith or (e) in connection with the Company’s liquidation
and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred
to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the
effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s
board of directors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary
Dividend. For purposes of this subsection 4.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution
which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on
the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to
appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash
distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each
Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).


 


4.4      Adjustments in Exercise Price. Whenever the
number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted pursuant to Section 4.1 or 4.2 above, the Warrant
Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction
(x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the Warrants immediately prior
to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable immediately thereafter.


 



    	9



    	 



    

 


4.5.      Replacement of Securities upon Reorganization,
etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock
(other than a change covered by Section 4.1.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock),
or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger
in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding
shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property
of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders
shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants
and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of
the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer,
that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to
such event; provided, that (i) if the holders of Common Stock were entitled to exercise a right of election as to the kind or amount
of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash
or other assets for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount
received per share by the holders of Common Stock in such consolidation or merger that affirmatively make such election, (ii) if
a tender or exchange offer shall have been made to and accepted by the holders of Common Stock under circumstances in which, upon
completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule
13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within
the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is
a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding shares of Common
Stock, the holder of a Warrant shall be entitled to receive the highest amount of cash, securities or other property to which such
holder would actually have been entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the expiration
of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant
to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as
nearly equivalent as possible to the adjustments provided for in this Section 4 and (iii) if less than 70% of the consideration
receivable by the holders of Common Stock in the applicable event is payable in the form of common stock in the successor entity
listed for trading on a national securities exchange or on the OTC Bulletin Board, or will be so listed for trading immediately
following such event, then the Warrant Price shall be reduced by an amount (in dollars) equal to the quotient of (x) $14.00 (subject
to adjustment in accordance with Section 6.1 hereof) minus the Per Share Consideration (but in no event, less than zero), and (y)
if the applicable event is announced on or prior to the third anniversary of the closing date of the Business Combination, 2. “Per
Share Consideration means (i) if the consideration paid to holders of Common Stock consists exclusively of cash, the amount of
such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported
by Bloomberg during the ten trading day period ending on the trading day prior to the effective date of the applicable event. If
any reclassification or reorganization also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such
adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.5. The provisions of this Section 4.4 shall similarly
apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.


 



    	10



    	 



    

 


4.6.      Notices of Changes in Warrant. Upon every
adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company shall give written notice
thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease,
if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections
4.1, 4.2, 4.3, 4.4 or 4.5, then, in any such event, the Company shall give written notice to each Warrant holder, at the last address
set forth for such holder in the warrant register, of the record date or the effective date of the event. Failure to give such
notice, or any defect therein, shall not affect the legality or validity of such event.


 



    	11



    	 



    

 


4.7.      No Fractional Shares. Notwithstanding any
provision contained in this Warrant Agreement to the contrary, the Company shall not issue fractional shares upon exercise of Warrants.
If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise
of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round up or down to the nearest
whole number the number of the Ordinary Shares to be issued to the Warrant holder but in no event less than one share.


 


4.8.      Form of Warrant. The form of Warrant need
not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same
Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Agreement; provided,
however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem
appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange
or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.9      Other Events. In case any event shall occur
affecting the Company as to which none of the provisions of preceding subsections of this Section 4 are strictly applicable, but
which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii)
effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent public
accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether
or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section
4 and, if such firm determines that an adjustment is necessary, the terms of such adjustment. The Company shall adjust the terms
of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 



    	12



    	 



    

 


5.            Transfer and Exchange of Warrants.


 


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


 


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


 


5.3.      Fractional Warrants. The Warrant Agent shall
not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant certificate for
a fraction of a warrant.


 


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


 


5.5.      Warrant Execution and Countersignature. The
Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants
required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will
supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 



    	13



    	 



    

 


5.6.      Private Placement Warrants. The Warrant Agent
shall not register any transfer of Private Placement Warrants until after the consummation by the Company of a Business Combination,
except for transfers (i) to officers, directors and employees of the Company and the underwriters in the Public Offering, (ii)
if the registered holder is an entity, as a distribution to partners, members or shareholders of the registered holder upon the
liquidation and dissolution of the registered holder, (iii) by bona fide gift to a member of the registered holder’s immediate
family or to a trust, the beneficiary of which is the registered holder or a member of the registered holder’s immediate
family for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death of the registered holder,
(v) pursuant to a qualified domestic relations order, (vi) by private sales at prices no greater than the price at which the warrants
were originally purchased, in each case on the condition that prior to such registration for transfer, the Warrant Agent shall
be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such transferee
agrees to be bound by the terms of the Subscription Agreement.


 


6.            Redemption.


 


6.1.      Redemption. Subject to Section 6.4 hereof,
not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while they are exercisable
and prior to their expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of
$.01 per Warrant (“Redemption Price”), provided that the last sales price of the Ordinary Shares has been at least
$14.00 per share (subject to adjustment in accordance with Section 4 hereof), on each of twenty (20) trading days within any thirty
(30) trading day period (“30-Day Trading Period”) ending on the third business day prior to the date on which notice
of redemption is given and provided further that there is a current registration statement in effect with respect to the Ordinary
Shares underlying the Warrants commencing five business days prior to the 30-Day Trading Period and continuing each day thereafter
until the Redemption Date (defined below); provided, however, in the event there was no actual trading of the Ordinary Shares for
any day within such 30-Day Trading Period, then the closing bid price on such day must exceed $14.00 per share to count.


 



    	14



    	 



    

 


6.2.      Date Fixed for, and Notice of, Redemption.
In the event the Company shall elect to redeem all of the Warrants, the Company shall fix a date for the redemption (the “Redemption
Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than 30 days prior
to the Redemption Date to the registered holders of the Warrants to be redeemed at their last addresses as they shall appear on
the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given
whether or not the registered holder received such notice.


 


6.3.      Exercise After Notice of Redemption. The
Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section 3 of this Agreement) at any
time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption
Date. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon
surrender of the Warrants, the Redemption Price.


 


6.4      Exclusion
of Certain Warrants. The Company understands that the redemption rights provided for by this Section 6 apply only to outstanding
Warrants. To the extent a person holds rights to purchase Warrants, such purchase rights shall not be extinguished by redemption.
However, once such purchase rights are exercised, the Company may redeem the Warrants issued upon such exercise provided that
the criteria for redemption is met. Additionally, any of the Private Placement Warrants or the Representative’s Initial
Warrants shall not be redeemable by the Company as long as such Private Placement Warrants or Representative’s Initial Warrants
continue to be held by initial purchasers and affiliates or their permitted transferees. However, once such Private Placement
Warrants or Representative’s Initial Warrants are no longer held by the initial purchasers or their affiliates or permitted
transferees, such Private Placement Warrants or Representative’s Initial Warrants shall then be redeemable by the Company
pursuant to Section 6 hereof. The provisions of this Section 6.4 may not be modified, amended or deleted without the prior written
consent of EBC.


 



    	15



    	 



    

 


7.            Other Provisions Relating to Rights of Holders of Warrants.


 


7.1.      No Rights as Shareholder. A Warrant 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.


 


7.2.      Lost, Stolen, Mutilated, or
Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant 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 Warrant, include
the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or
destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3.      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 exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4.      Registration of Ordinary Shares. The Company
agrees that as soon as practicable, but in no event later than the closing of a Business Combination, it shall use its best efforts
to file with the SEC a post-effective amendment to the Registration Statement, or a new registration statement, for the registration,
under the Act, of the Ordinary Shares issuable upon exercise of the Warrants, and it shall use its best efforts to take such action
as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Ordinary
Shares issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become
effective and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with
the provisions of this Agreement. In addition, the Company agrees to use its best efforts to register such securities under the
blue sky laws of the states of residence of the exercising warrant holders to the extent an exemption is not available, subject
to the proviso above. The provisions of this Section 7.4 may not be modified, amended or deleted without
the prior written consent of EBC.


 


7.5      Listing of Warrants. The Company agrees to
maintain the listing of the Warrants on the same exchange as the Ordinary Shares are for so long as the Warrants remain outstanding.


 



    	16



    	 



    

 


8.          Concerning the Warrant Agent and Other Matters.


 


8.1.        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 Warrant Agent in respect of the issuance
or delivery of Ordinary Shares upon the exercise of Warrants, but the Company shall not be obligated to pay any transfer taxes
in respect of the Warrants or such shares.


 


8.2.        Resignation, Consolidation, or Merger of Warrant
Agent.


 


8.2.1.      Appointment of Successor Warrant
Agent. The Warrant 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 Warrant
Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant
Agent in place of the Warrant 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 Warrant Agent or by the holder of the Warrant (who shall, with
such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court
of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost.
Any successor Warrant 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 Warrant Agent shall be vested with all the authority, powers,
rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant
Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant
Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all
the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant 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 Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 



    	17



    	 



    

 


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


 


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


 


8.3.        Fees and Expenses of Warrant Agent.


 


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


 


8.3.2.      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 Warrant Agent for the carrying out or performing
of the provisions of this Agreement.


 



    	18



    	 



    

 


8.4.         Liability of Warrant Agent.


 


8.4.1.      Reliance on Company Statement. Whenever
in the performance of its duties under this Warrant Agreement, the Warrant 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 Chief Executive Officer or Chairman of the Board of the Company and delivered to the Warrant Agent. The
Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this
Agreement.


 


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


 


8.4.3.      Exclusions. The Warrant Agent shall have
no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (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 Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section
4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts
that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to
the authorization or reservation of any Ordinary Share to be issued pursuant to this Agreement or any Warrant or as to whether
any Ordinary Share will, when issued, be valid and fully paid and nonassessable.


 


8.5.        Acceptance of Agency. The Warrant Agent hereby
accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth
and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for,
and pay to the Company, all moneys received by the Warrant Agent for the purchase of Ordinary Shares through the exercise of Warrants.


 



    	19



    	 



    

 


8.6      Waiver. The Warrant 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 Warrant 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.


 


9.            Miscellaneous Provisions.


 


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


 


9.2.      Notices. Any notice, statement or demand
authorized by this Warrant Agreement to be given or made by the Warrant Agent or by the holder of any Warrant 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 Warrant Agent), as follows:


 


Andina Acquisition Corporation


Carrera 10 No. 28-49


Torre A. Oficina 20-05


Bogota, Colombia


Attn: Julio A. Torres and Eduardo Robayo, Co-Chief
Executive Officers


 


Any notice, statement or demand authorized by this Agreement
to be given or made by the holder of any Warrant or by the Company to or on the Warrant 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 Warrant Agent with the Company), as
follows:


 



    	20



    	 



    

 


Continental Stock Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn: Compliance Department


 


with a copy in each case to:


 


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, New York 10174


Attn: David Alan Miller, Esq.


 


and


Loeb & Loeb LLP


345 Park Avenue


New York, New York 10154


Attn: Mitchell Nussbaum, Esq.


and


 


EarlyBirdCapital, Inc.


275 Madison Avenue, 27th Floor


New York, New York 10016


Attn: David M. Nussbaum, Chairman


 


9.3.      Applicable Law. The validity, interpretation,
and performance of this Agreement and of the Warrants 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.


 



    	21



    	 



    

 


9.4.      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
Warrants and, for the purposes of Sections 2.5, 6.4, 7.4 and 9.8 hereof, EBC, any right, remedy, or claim under or by reason of
this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. EBC shall be deemed to be a third-party
beneficiary of this Agreement with respect to Sections 2.5, 6.4, 7.4 and 9.8 hereof. All covenants, conditions, stipulations, promises,
and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto (and EBC with
respect to the Sections 2.5, 6.4, 7.4 and 9.8 hereof) and their successors and assigns and of the registered holders of the Warrants.


 


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


 


9.6.      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.


 


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


 



    	22



    	 



    

 


9.8      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, including any amendment to increase the Warrant
Price or shorten the Exercise Period, shall require the written consent or vote of the registered holders of a majority of the
then outstanding Public Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration
of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the registered holders. The
provisions of this Section 9.8 may not be modified, amended or deleted without the prior written consent of EBC.


 


9.9      Severability. This Warrant
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 Warrant 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 Warrant Agreement
a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 



    	23



    	 



    

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


 





	 	ANDINA ACQUISITION CORPORATION
	 	 	 
	 	By:	/s/ Julio A. Torres
	 	 	Name:  Julio A. Torres
	 	 	Title:    Co-Chief Executive Officer
	 	 	 
	 	CONTINENTAL STOCK TRANSFER
	 	& TRUST COMPANY
	 	 	 
	 	By:	/s/ John W. Comer, Jr.
	 	 	Name:  John W. Comer, Jr.
	 	 	Title: Vice President




 











    	24