INVESTMENT MANAGEMENT TRUST
AGREEMENT


 


This Agreement is made as of
_______, 2012 between Andina Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company
(“Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, No. 333-178061 (“Registration Statement”) for its initial public offering of securities
(“IPO”) has been declared effective as of the date hereof (“Effective Date”) by the Securities and Exchange
Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement);
and


 


WHEREAS, EarlyBirdCapital, Inc.
(“EBC”) is acting as the representative of the underwriters in the IPO; and


 


WHEREAS,
simultaneously with the IPO, certain of the Company’s initial shareholders (or their affiliates) and the Company's counsel will be purchasing an aggregate of 4,800,000 warrants
(“Private Placement Warrants”) from the Company for an aggregate purchase price of $2,400,000 and EBC and/or its
designees will be purchasing an option to purchase up to 500,000 units
(the ‘‘Representative’s Purchase Option’') from the Company for an aggregate purchase price of
$500,000; and


 


WHEREAS, as described in
the Registration Statement, and in accordance with the Company’s Amended and Restated Memorandum and Articles of
Association, $40,800,000 of the net proceeds of the IPO and sale of the Private Placement Warrants and the
Representative’s Purchase Option ($46,620,000 if the underwriters over-allotment option is exercised in full) will
be delivered to the Trustee to be deposited and held in a trust account for the benefit of the Company and the holders of
the Company’s ordinary shares, par value $.0001 per share (“Ordinary Share”), issued in the IPO
as hereinafter provided and in the event the Units are registered in Colorado, pursuant to Section 11-51-302(6)
of the Colorado Revised Statutes. A copy of the Colorado Statute is attached hereto and made a part hereof (the amount to
be delivered to the Trustee will be referred to herein as the “Property”; the shareholders for whose benefit
the Trustee shall hold the Property will be referred to as the “Public Shareholders,” and the Public Shareholders
and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, the Company and the
Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the
Property;


 


IT IS AGREED:


 


1.           Agreements
and Covenants of Trustee.  The Trustee hereby agrees and covenants to:

 


(a)           Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust
Account”) established by the Trustee at J.P. Morgan Chase Bank N.A. and at a brokerage institution selected by the Trustee
that is reasonably satisfactory to the Company;



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(b)           Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)           In
a timely manner, upon the instruction of the Company, invest and reinvest the Property in United States treasuries having a maturity
of 180 days or less, as determined by the Company;


 


(d)           Collect
and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)           Notify
the Company of all communications received by it with respect to any Property requiring action by the Company;


 


(f)        
   Supply any necessary information or documents as may be requested by the Company in connection with the Company’s
preparation of its tax returns;


 


(g)           Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;


 


(h)           Render
to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements
of the Trust Account; and


 


(i)      
     Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance
with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either
Exhibit A or Exhibit B, signed on behalf of the Company by either of its Co-Chief Executive Officers or Chairman of the Board and
Secretary or Assistant Secretary and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and
distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein;
provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 21-month anniversary
of the closing of the IPO (“Closing”), the Trust Account shall be liquidated in accordance with the
procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the shareholders of record as of
a date selected by the Company.  The provisions of this Section 1(i) may not be modified, amended or deleted under any
circumstances.



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2.           Limited
Distributions of Income from Trust Account.


 


(a)           Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by
the Company to cover any income or other tax obligation owed by the Company.


 


(b)           Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by
the Company to cover expenses related to investigating and selecting a target business and other working capital requirements;
provided, however, that the Company will not be allowed to withdraw interest income earned on the Trust Account unless there is
an amount of interest income available in the Trust Account sufficient to pay the Company’s tax obligations on such interest
income or otherwise then due at that time.


 



(c)           The
limited distributions referred to in Sections 2(a) and 2(b) above shall be made only from income collected on the Property.  Except as provided
in Section 2(a) and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with
Section 1(i) hereof.


 


(d)           In
all cases, the Company shall provide EBC with a copy of any Termination Letters and/or any other correspondence that it issues
to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance.


 


3.           Agreements
and Covenants of the Company.  The Company hereby agrees and covenants to:


 


(a)           Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board or Co-Chief Executive
Officers.  In addition, except with respect to its duties under paragraphs 1(i), 2(a) and 2(b) above, the Trustee
shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in
good faith believes to be given by any one of the persons authorized above to give written instructions, provided that the Company
shall promptly confirm such instructions in writing;



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(b)           Subject
to the provisions of Section 6(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any
and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any claim,
potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim
or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or
any income earned from investment of the Property, except for expenses and losses resulting from the Trustee's gross negligence
or willful misconduct.  Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of
any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall notify
the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).  The Trustee shall
have the right to conduct and manage the defense against such Indemnified Claim, provided that the Trustee shall obtain the consent
of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld.  The Trustee
may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably
withheld.  The Company may participate in such action with its own counsel;


 


(c)           Pay
the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections
2(a) and 2(b) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to
time.  It is expressly understood that the Property shall not be used to pay such fees and further agreed that any fees
owed to the Trustee shall be deducted by the Trustee from the disbursements made to the Company pursuant to Section 1(i) solely
in connection with the consummation of a Business Combination, or pursuant to Section 2(b).  The Company shall pay the
Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary
of the Effective Date;


 


(d)           In
connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit
or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes (which firm
may be the Trustee) verifying the vote of the Company’s shareholders regarding such Business Combination; and


 


(e)           In
connection with the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit B, not give the Trustee any disbursement instructions
which would be prohibited under this Agreement.


 


4.           Limitations
of Liability.  The Trustee shall have no responsibility or liability to:


 


(a)           Take
any action with respect to the Property, other than as directed in paragraphs 1 and 2 hereof and the Trustee shall have no liability
to any party except for liability arising out of its own gross negligence or willful misconduct;


 


(b)           Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;



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(c)           Change
the investment of any Property, other than in compliance with paragraph 1(c);


 


(d)           Refund
any depreciation in principal of any Property;


 


(e)           Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)           The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the exercise of its own best judgment, except for its gross negligence or willful misconduct.  The
Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of
counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its
due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information
therein contained) which is believed by the Trustee, in good faith, to be genuine and to be signed or presented by the proper person
or persons.  The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission
of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper
party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g)           Verify
the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by
the Company or any other action taken by it is as contemplated by the Registration Statement; and


 


(h)           File
local, state and/or Federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee
statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income
earned on the Property.


 


(i)           Pay
any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes
and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section
2(a) hereof).


 


(j)           Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement
and that which is expressly set forth herein.



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(k)           Verify
calculations, qualify or otherwise approve Company requests for distributions pursuant to Section 1(i), 2(a) and 2(b) above.


 


5.           Termination.  This
Agreement shall terminate as follows:


 


(a)           If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee during which time the Trustee shall continue to act in accordance with this Agreement.  At
such time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become
subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee,
including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this
Agreement shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety
days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited
with any court in the State of New York or with the United States District Court for the Southern District of New York and upon
such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b)           At
such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of paragraph 1(i)
hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate
except with respect to Paragraph 3(b).


 


6.           Miscellaneous.


 


(a)           The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
transferred from the Trust Account.  The Company and the Trustee will each restrict access to confidential information
relating to such security procedures to authorized persons.  Each party must notify the other party immediately if it
has reason to believe unauthorized persons may have obtained access to such information, or of any change in its authorized personnel.  In
executing funds transfers, the Trustee will rely upon all information supplied to it by the Company, including account names, account
numbers and all other identifying information relating to a beneficiary, beneficiary's bank or intermediary bank.  The
Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the
wire.


 


(b)           This
Agreement shall be governed by and construed and enforced in accordance with 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.  It
may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall
constitute but one instrument.



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(c)           This
Agreement contains
the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.  Except for
Section 1(i) (which may not be amended under any circumstances), this Agreement or any provision hereof may only be changed, amended
or modified by a writing signed by each of the parties hereto; provided, however, that no such change, amendment or modification
may be made without the prior written consent of EBC.  As to any claim, cross-claim or counterclaim in any way relating
to this Agreement, each party waives the right to trial by jury.  The Trustee may require from Company counsel an opinion
as to the propriety of any proposed amendment.


 


(d)           The
parties hereto consent to the jurisdiction and venue of any state or Federal court located in the City of New York, Borough of
Manhattan, for purposes of resolving any disputes hereunder.


 


(e)           Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or by facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer


  & Trust Company


17 Battery Place


New York, New York 10004


Attn:  Steven G. Nelson,
Chairman, and Frank A. DiPaolo, CFO


Fax No.:  (212) 509-5150


 


if to the Company, to:


 


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


Fax No.:  [(___)
___-____]


 


in either case with a copy to:


 


EarlyBirdCapital,
Inc.


275 Madison Avenue,
27th Floor


New York, New York
10016


Attn:  Steven
Levine, Chief Executive Officer


Fax No.:  (212) 661-4936


 


(f)           This
Agreement may not be assigned by the Trustee without the prior consent of the Company.



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(g)           Each
of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder.  The Trustee acknowledges and agrees
that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled
to any funds in the Trust Account under any circumstance. In the event that the Trustee has a claim against the Company under this
Agreement, the Trustee will pursue such claim solely against the Company and not against the Property held in the Trust Account.


 


(h)           Each
of the Company and the Trustee hereby acknowledge that EBC is a third party beneficiary of this Agreement.


 


[Signature Page Follows]



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IN WITNESS WHEREOF, the parties
have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	ANDINA ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



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SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	[$_____]
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	[$_____]
	Transaction processing fee for disbursements to Company under Section 2	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 2	 	[$_____]
	Paying Agent services as required pursuant to Section 1(i)	 	Billed to Company upon delivery of service pursuant to Section 1(i)	 	[Prevailing rates]


 



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EXHIBIT A


 


	[Letterhead of Company]	 
	 	 
	[Insert date]	 


 


Continental Stock Transfer


  & Trust Company


17 Battery Place


New York, New York 10004


Attn:  Steven Nelson
and Frank DiPaolo


 


Re:           Trust
Account No. [NUMBER] Termination Letter


 


Gentlemen:


 


Pursuant to paragraph 1(i)
of the Investment Management Trust Agreement between Andina Acquisition Corporation (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of _________, 2012 (“Trust Agreement”), this is to advise
you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”)
to consummate a business combination with Target Business (“Business Combination”) on or about [insert date].  The
Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation
Date”).


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds
to the above-referenced account at J.P. Morgan Chase Bank N.A. to the effect that, on the Consummation Date, all of funds held
in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the
Consummation Date.  It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution,
the Company will not earn any interest or dividends.


 


On the Consummation Date
(i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and that
the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado Statute have been met and (ii) the Company shall deliver
to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s shareholders in
connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds
held in the Trust Account (“Instruction Letter”).  You are hereby directed and authorized to transfer the
funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance
with the terms of the Instruction Letter.  In the event that certain deposits held in the Trust Account may not be liquidated
by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether
such funds should remain in the Trust Account and distributed after the Consummation Date to the Company.  Upon the distribution
of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated.



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In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before
the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company,
the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following
the Consummation Date as set forth in the notice.


 


	 	Very truly yours,
	 	 
	 	ANDINA ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	 
	 	By:	 


 


cc: EarlyBirdCapital, Inc.



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EXHIBIT B


 


	[Letterhead of Company]	 
	 	 
	[Insert date]	 


 


Continental Stock Transfer


  & Trust Company


17 Battery Place


New York, New York 10004


Attn:  Steven Nelson
and Frank DiPaolo


 


Re:           Trust
Account No. [NUMBER] Termination Letter


 


Gentlemen:


 


Pursuant to paragraph 1(i)
of the Investment Management Trust Agreement between Andina Acquisition Corporation (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of ________, 2012 (“Trust Agreement”), this is to advise
you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in
the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating
to its IPO.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer
the total proceeds to the Trust Checking Account at J.P. Morgan Chase Bank N.A. to await distribution to the shareholders. The
Company has selected ____________ 20 __ as the record date for the purpose of determining the shareholders entitled to receive
their share of the liquidation proceeds.  It is acknowledged that no interest will be earned by the Company on the liquidation
proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity
as Paying Agent, to distribute said funds directly to the Company's shareholders (other than with respect to the initial shares)
in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon
the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 
	 	ANDINA ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	 
	 	By:	 


 


cc: EarlyBirdCapital, Inc.



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EXHIBIT C


 


	[Letterhead of Company]	 
	 	 
	[Insert date]	 


 


Continental Stock Transfer


  & Trust Company


17 Battery Place


New York, New York 10004


Attn:  Frank DiPaolo
and Cynthia Jordan


 


Re:           Trust
Account No. [NUMBER]


 


Gentlemen:


 


Pursuant to paragraph 2(a)
of the Investment Management Trust Agreement between Andina Acquisition Corporation (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of __________, 2012 (“Trust Agreement”), the Company
hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof.  The
Company needs such funds to pay for its tax obligations.  In accordance with the terms of the Trust Agreement, you are
hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	ANDINA ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	 
	 	By:	 


 


cc: EarlyBirdCapital, Inc.



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EXHIBIT D


 


	[Letterhead of Company]	 
	 	 
	[Insert date]	 


 


Continental Stock Transfer


  & Trust Company


17 Battery Place


New York, New York 10004


Attn:  Frank DiPaolo
and Cynthia Jordan


 


Re:           Trust
Account No. [NUMBER]


 


Gentlemen:


 


Pursuant to paragraph 2(b)
of the Investment Management Trust Agreement between Andina Acquisition Corporation (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of __________, 2012 (“Trust Agreement”), the Company
hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof.  The
Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital
requirements.  In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer
(via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	ANDINDA ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	 
	 	By:	 


 


cc: EarlyBirdCapital, Inc.