____________ __, 2012


 


Andina Acquisition Corporation


Carrera 10 No. 28-49


Torre A. Oficina 20-05


Bogota, Colombia


 


EarlyBirdCapital, Inc.


275 Madison Avenue, 27th Floor


New York, New York 10016


 


	 	Re:	Initial Public Offering


 


Gentlemen:




 


This letter is being delivered
to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and
between Andina Acquisition Corporation, a Cayman Islands corporation (the “Company”), and EarlyBirdCapital,
Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto
(the “Underwriters”), relating to an underwritten initial public offering (the “IPO”)
of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par
value $0.0001 per share (the “Ordinary Shares”), and one warrant, each warrant exercisable for one Ordinary
Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph [15] hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that
such IPO will confer upon the undersigned as a shareholder of the Company, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


1.           If
the Company solicits approval of its shareholders of a Business Combination, the undersigned will vote all shares beneficially
owned by him, her or it, whether acquired before, in or after the IPO, in favor of such Business Combination.



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2.           In
the event that the Company fails to consummate a Business Combination within 21 months from the closing of the IPO, the undersigned will, as promptly as possible, (i) cause the Trust Fund to be liquidated and distributed to the
holders of IPO Shares and (ii) cause the Company to liquidate as soon as reasonably practicable.  The undersigned hereby
waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and any remaining net
assets of the Company as a result of such liquidation with respect to his Insider Shares (“Claim”) and
hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with
the Company and will not seek recourse against the Trust Fund for any reason whatsoever.  [In the event of the liquidation
of the Trust Fund, the undersigned agrees to indemnify and hold harmless the Company against any and all loss, liability, claims,
damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating,
preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) which the Company may become
subject as a result of any claim by any vendor or other person who is owed money by the Company for services rendered or products
sold or contracted for, or by any target business, but only to the extent necessary to ensure that such loss, liability, claim,
damage or expense does not reduce the amount of funds in the Trust Fund; provided that such indemnity shall not apply if
such vendor or prospective target business executes an agreement waiving any claims against the Trust Fund.]1  The
undersigned acknowledges and agrees that there will be no distribution from the Trust Fund with respect to any warrants, all rights
of which will terminate on the Company’s liquidation.


 


[3.          In
order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present
to the Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire
an target business, until the earlier of the consummation by the Company of a Business Combination and the liquidation of the Company,
subject to any pre-existing fiduciary and contractual obligations the undersigned might have.]2


 


4.           The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated
with any Insiders of the Company or their affiliates, including any company that is a portfolio company of, or otherwise affiliated
with, or has received financial investment from, an entity with which any Insider or their affiliates is affiliated with, such
transaction must be approved by a majority of the Company’s disinterested independent directors and the Company must obtain
an opinion from an independent investment banking firm that such Business Combination is fair to the Company’s unaffiliated
shareholders from a financial point of view.


 


 



1
To be included for A. Lorne Weil letter only. 


2
To be included in director and/or officer letters only.



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5.           Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
and will not accept any compensation or other cash payment prior to, or for services rendered in order to effectuate, the consummation
of the Business Combination[; provided that the Company shall be allowed to repay a non-interest bearing loan in an aggregate
amount of $100,000 made to the Company by the undersigned to cover the IPO expenses]3.  Notwithstanding
the foregoing, the undersigned and any affiliate of the undersigned shall be entitled to reimbursement from the Company for their
out-of-pocket expenses incurred in connection with identifying, investigating and consummating a Business Combination.


 


6.           Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
or accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned
or any affiliate of the undersigned originates a Business Combination.


 


7.           The
undersigned will escrow all of his Insider Shares until one year after the consummation by the Company of a Business Combination
subject to the terms of an Escrow Agreement which the Company will enter into with the undersigned and an escrow agent acceptable
to the Company.


 


8.           The
undersigned agrees that until the Company consummates a Business Combination, the undersigned’s Insider Warrants will be
subject to the transfer restrictions described in the Subscription Agreement relating to the undersigned’s Insider Warrants.


 


[9.           The
undersigned agrees to be the _________ of the Company until the earlier of the consummation by the Company of a Business Combination
or the liquidation of the Company.  The undersigned’s biographical information previously furnished to the Company
and the Representative is true and accurate in all material respects, does not omit any material information with respect to the
undersigned’s biography and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K,
promulgated under the Securities Act of 1933.  The undersigned’s FINRA Questionnaire previously furnished to the
Company and the Representative is true and accurate in all material respects.  The undersigned represents and warrants
that:


 


(a)           s/he
is not subject to, or a respondent in, any legal action for, any injunction, cease-and-desist order or order or stipulation to
desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;


 


 


 



3
To be included for A. Lorne Weil letter only.



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(b)           s/he
has never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii) relating to any financial transaction
or handling of funds of another person, or (iii) pertaining to any dealings in any securities and he is not currently a defendant
in any such criminal proceeding; and


 


(c)           s/he
has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities
or commodities license or registration denied, suspended or revoked.]4


 


10.           The
undersigned has full right and power, without violating any agreement by which he is bound, to enter into this letter agreement[and
to serve as _________ of the Company]5.


 


11.           The
undersigned hereby waives his right to exercise conversion rights with respect to any Ordinary Shares owned or to be owned by the
undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket, and
waives his right to sell any such securities to the Company in connection with any tender offer commenced by the Company or otherwise
prior to the consummation of a Business Combination, and agrees that he will not seek conversion with respect to, or tender or
otherwise sell, such shares in connection with any vote to approve a Business Combination or tender offer or repurchase program
with respect thereto.


 


12.           The
undersigned hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum
and Articles of Association to extend the time period in which the Company has to complete a Business Combination prior to the
consummation of such a Business Combination or affect the right of a holder of IPO Shares to convert such shares for a pro rata
portion of the Trust Fund in connection with a Business Combination.


 


13.           [In
the event that the Company does not consummate a Business Combination and must liquidate and its remaining net assets are insufficient
to complete such liquidation, the undersigned agrees to advance such funds necessary to complete such liquidation and agrees not
to seek repayment for such expenses.]6


 








4
To be included in director and/or officer letters only. 


5
To be included in director and/or officer letters only. 


6
To be included for A. Lorne Weil letter only.



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14.           This
letter 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.  The
undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter
agreement (a “Proceeding”) shall be brought and enforced in the courts of the State of New York of the
United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive, (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum
and (iii) irrevocably agrees to appoint Graubard Miller as agent for the service of process in the State of New York to receive,
for the undersigned and on his behalf, service of process in any Proceeding.  If for any reason such agent is unable
to act as such, the undersigned will promptly notify the Company and Representative and appoint a substitute agent acceptable to
each of the Company and Representative within 30 days and nothing in this letter will affect the right of either party to serve
process in any other manner permitted by law.


 


15.           As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities; (ii)
“Insiders” shall mean all officers, directors and shareholders of the Company immediately prior to the
IPO; (iii) “Insider Shares” shall mean all of the Ordinary Shares acquired by an Insider prior to the
IPO; (iv) “IPO Shares” shall mean the Ordinary Shares issued in the Company’s IPO; (v) “Insider
Warrants” shall mean the warrants that are being sold privately by the Company simultaneously with the consummation
of the IPO; and (vi) “Trust Fund” shall mean the trust fund into which a portion of the net proceeds
of the Company’s IPO will be deposited.


 


16.           The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations and
warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters a representative
of, or a fiduciary with respect to, the Company, its shareholders or any creditor or vendor of the Company with respect to the
subject matter hereof.


 


	 	 
	 	Print Name of Insider
	 	 
	 	 
	 	Signature


 


Acknowledged and Accepted:


 


	ANDINA ACQUISITION CORPORATION
	 	 
	By:	 
	 	Name:
	 	Title:



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