Exhibit 10.1


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
is entered into as of the 24th day of November, 2015, by and among Andina Acquisition Corp. II, a Cayman Islands exempted
company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto
(each, an “Investor” and collectively, the “Investors”).


 


WHEREAS, the Investors and the Company desire
to enter into this Agreement to provide the Investors with certain rights relating to the registration of the securities held by
them as of the date hereof;


 


NOW, THEREFORE, in consideration of the mutual
covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:


 


1.           DEFINITIONS.
The following capitalized terms used herein have the following meanings:


 


“Agreement” means
this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Business Combination”
means the acquisition of direct or indirect ownership through a merger, share exchange, asset acquisition, share purchase, recapitalization,
reorganization or other similar type of transaction, of one or more businesses or entities having a collective fair market value
of at least 80% of the balance in the Company’s trust account at the time of the execution of a definitive agreement for
such transaction.


 


“Commission” means
the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.


 


“Company” is defined
in the preamble to this Agreement.


 


“Demand Registration”
is defined in Section 2.1.1.


 


“Demanding Holder”
is defined in Section 2.1.1.


 


“Effective Date” means
November 24, 2015.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as
the same shall be in effect at the time.


 


“Form S-3” is defined
in Section 2.3.


 


“Indemnified Party”
is defined in Section 4.3.


 


“Indemnifying Party”
is defined in Section 4.3.


 




    	 	 	 



     


    

 


“Initial Shares” means
all of the outstanding Ordinary Shares of the Company issued prior to the consummation of its initial public offering.


 


“Investor” is defined
in the preamble to this Agreement.


 


“Investor Indemnified Party”
is defined in Section 4.1.


 


“Maximum Number of Shares”
is defined in Section 2.1.4.


 


“Notices” is defined
in Section 6.3.


 


“Ordinary Shares”
means the ordinary shares, par value $0.0001 per share, of the Company.


 


“Piggy-Back Registration”
is defined in Section 2.2.1.


 


“Private Units” means
the 338,500 Units the Investors are privately purchasing simultaneously with the consummation of the Company’s initial public
offering.


 


“Register,” “Registered”
and “Registration” mean a registration effected by preparing and filing a registration statement or similar
document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder,
and such registration statement becoming effective.


 


“Registrable Securities”
means (i) the Initial Shares, (ii) the Private Units (and underlying Ordinary Shares) and (iii) the Working Capital Units (and
underlying Ordinary Shares), if any. Registrable Securities include any warrants, shares of capital stock or other securities of
the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such Initial Shares,
Private Units (and underlying Ordinary Shares) and Working Capital Units (and underlying Ordinary Shares). As to any particular
Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect
to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred,
disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred,
new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent
public distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be
outstanding, or (d) the Registrable Securities are freely saleable under Rule 144 without volume limitations.


 


“Registration Statement”
means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and
regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable
or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8, or their
successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of
another entity).


 




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“Release Date” means
the date on which the Initial Shares are disbursed from escrow pursuant to Section 3 of that certain Stock Escrow Agreement dated
as of _________, 2015 by and among the Investors and Continental Stock Transfer & Trust Company.


 


“Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same
shall be in effect at the time.


 


“Underwriter” means
a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s
market-making activities.


 


“Units” means the
units of the Company, each comprised of one Ordinary Share and one right to receive one-seventh of one Ordinary Share.


 


“Working Capital Units”
means any Units held by Investors, officers or directors of the Company or their affiliates which may be issued in payment of working
capital loans made to the Company.


 


2.           REGISTRATION
RIGHTS.


 


2.1         Demand
Registration.


 


2.1.1       Request for Registration.
At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to
the Private Units (or underlying securities) and Working Capital Units (or underlying securities) or (ii) three months prior to
the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest of such Private Units
(or underlying securities), Working Capital Units (or underlying securities) or other Registrable Securities, as the case may be,
held by the Investors, officers or directors of the Company or their affiliates, or the transferees of the Investors, may make
a written demand for registration under the Securities Act of all or part of their Private Units (or underlying securities), Working
Capital Units (or underlying securities) or other Registrable Securities, as the case may be (a “Demand Registration”).
Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended
method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder
of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration
(each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”)
shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such
request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject
to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate
of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities. Notwithstanding anything to
the contrary herein, FINRA Members (as defined in Section 2.3 herein) may only make a Demand Registration (i) on one occasion and
(ii) during the five (5) year period beginning on the Effective Date.


 




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2.1.2       Effective Registration.
A registration will not count as a Demand Registration until the Registration Statement filed with the Commission with respect
to such Demand Registration has been declared effective and the Company has complied with all of its obligations under this Agreement
with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of
Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or
any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not
to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated,
and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided, further, that the
Company shall not be obligated to file a second Registration Statement until a Registration Statement that has been filed is counted
as a Demand Registration or is terminated.


 


2.1.3       Underwritten Offering.
If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of their written demand
for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form
of an underwritten offering. In such event, the right of any holder to include its Registrable Securities in such registration
shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable
Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities
through such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected
for such underwriting by a majority-in-interest of the holders initiating the Demand Registration.


 


2.1.4       Reduction of Offering.
If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company
and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders
desire to sell, taken together with all other Ordinary Shares or other securities which the Company desires to sell and the Ordinary
Shares, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held
by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can
be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability
of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number
of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which
Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares that each such
Person has requested be included in such registration, regardless of the number of shares held by each such Person (such proportion
is referred to herein as "Pro Rata")) that can be sold without exceeding the Maximum Number of Shares;
(ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Ordinary
Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii)
third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Ordinary
Shares or other securities registrable pursuant to the terms of the Unit Purchase Option issued to EarlyBirdCapital, Inc. or its
designees in connection with the Company’s initial public offering (the “Unit Purchase Option”
and such registrable securities, the “Option Securities”) as to which “piggy-back” registration
has been requested by the holders thereof, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (iv)
fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii),
the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register pursuant to
written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares.


 




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2.1.5       Withdrawal.
If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all
of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from
such offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to
the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest
of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not
count as a Demand Registration provided for in Section 2.1.


 


2.2         Piggy-Back
Registration.


 


2.2.1       Piggy-Back Rights.
If at any time on or after the date the Company consummates a Business Combination the Company proposes to file a Registration
Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable
or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company
for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1),
other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange
offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible
into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice
of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days
before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering,
the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering,
and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares
of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back
Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall
use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable
Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of
the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s)
of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration
that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter
or Underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary herein, FINRA Members (as defined
in Section 2.3 herein) may participate in a Piggy-Back Registration only during the seven (7) year period beginning on the Effective
Date.


 




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2.2.2       Reduction of Offering.
If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company
and the holders of Registrable Securities in writing that the dollar amount or number of Ordinary Shares which the Company desires
to sell, taken together with Ordinary Shares, if any, as to which registration has been demanded pursuant to written contractual
arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration
has been requested under this Section 2.2, and the Ordinary Shares, if any, as to which registration has been requested pursuant
to the written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Shares,
then the Company shall include in any such registration:


 


a)          If the registration is undertaken
for the Company’s account: (A) first, the Ordinary Shares or other securities that the Company desires to sell that can be
sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clause (A), the Ordinary Shares or other securities, if any, comprised of Registrable Securities and Option
Securities, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration
rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the
extent that the Maximum Number of shares has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other
securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back
registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares;


 


b)          If the registration is a “demand”
registration undertaken at the demand of holders of Option Securities, (A) first, the Ordinary Shares or other securities for the
account of the demanding persons, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; (B) second, to the
extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Ordinary Shares or other securities
that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that
the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Registrable Securities,
Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum
Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses
(A), (B) and (C), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register
pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares;
and


 




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c)          If the registration is a “demand”
registration undertaken at the demand of persons other than either the holders of Registrable Securities or of Option Securities,
(A) first, the Ordinary Shares or other securities for the account of the demanding persons that can be sold without exceeding
the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clause (A), the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum
Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A)
and (B), collectively the Ordinary Shares or other securities comprised of Registrable Securities and Option Securities, Pro Rata,
as to which registration has been requested pursuant to the terms hereof and of the Unit Purchase Option, as applicable, that can
be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other securities for the account of other persons
that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without
exceeding the Maximum Number of Shares.


 


2.2.3       Withdrawal.
Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities
in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of
the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a
demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness
of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders
of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 3.3.


 


2.2.4       Registrations
on Form S-3. The holders of Registrable Securities may at any time and from time to time, request in writing that the Company
register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be
available at such time (“Form S-3”); provided, however, that the Company shall not be obligated to effect
such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice
of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the
registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder
or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written
notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to
this Section 2.2.4: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together
with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable
Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected
pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.


 




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2.3         Compliance
with FINRA Rules. Notwithstanding anything herein to the contrary, the registration rights provided to Investors which are
FINRA members, associated persons, affiliates and/or their designees (the “FINRA Members”) under this agreement shall
comply with, and be limited to the restrictions set forth in, FINRA Rules 5110(f)(2)(G)(iii), (iv) and (v).


 


3.           REGISTRATION
PROCEDURES.


 


3.1         Filings;
Information. Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section
2, the Company shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with
the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:


 


3.1.1       Filing Registration
Statement. The Company shall use its best efforts to, as expeditiously as possible after receipt of a request for a Demand
Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company
then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable
Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best
efforts to cause such Registration Statement to become effective and use its best efforts to keep it effective for the period required
by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to thirty (30)
days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such
Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the President
or Chairman of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially
detrimental to the Company and its shareholders for such Registration Statement to be effected at such time; provided further,
however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than
once in any 365-day period in respect of a Demand Registration hereunder.


 


3.1.2       Copies. The
Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without
charge to the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies of
such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case
including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement
(including each preliminary prospectus), and such other documents as the holders of Registrable Securities included in such registration
or legal counsel for any such holders may request in order to facilitate the disposition of the Registrable Securities owned by
such holders.


 




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3.1.3       Amendments and
Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and
supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration
Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities
covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth
in such Registration Statement or such securities have been withdrawn.


 


3.1.4       Notification.
After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after
such filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further
notify such holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of
any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration
Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall
take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission
for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information
or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein not misleading, and promptly make available to the holders of Registrable Securities included in such Registration Statement
any such supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus or any amendment
or supplement thereto, including documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities
included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to
be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such
documents and comment thereon, and the Company shall not file any Registration Statement or prospectus or amendment or supplement
thereto, including documents incorporated by reference, to which such holders or their legal counsel shall object.


 


3.1.5       State Securities
Laws Compliance. The Company shall use its best efforts to (i) register or qualify the Registrable Securities covered by the
Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders
of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request
and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered
with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company
and do any and all other acts and things that may be necessary or advisable to enable the holders of Registrable Securities included
in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this paragraph or subject itself to taxation in any such jurisdiction.


 




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3.1.6       Agreements for
Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary
form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable
Securities. The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for
the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable
Securities included in such registration statement. No holder of Registrable Securities included in such registration statement
shall be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect to
such holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with
such holder’s material agreements and organizational documents, and with respect to written information relating to such
holder that such holder has furnished in writing expressly for inclusion in such Registration Statement.


 


3.1.7       Cooperation.
The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer
of the Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable
Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect
to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys,
accountants and potential investors.


 


3.1.8       Records. The
Company shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any
Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional
retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and
other records, pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their
due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested
by any of them in connection with such Registration Statement.


 


3.1.9       Opinions and Comfort
Letters. The Company shall furnish to each holder of Registrable Securities included in any Registration Statement a signed
counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort
letter from the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered
to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement,
at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect that the Registration
Statement containing such prospectus has been declared effective and that no stop order is in effect.


 


3.1.10     Earnings Statement.
The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available
to its shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which earnings statement
shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.


 




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3.1.11     Listing. The Company
shall use its best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges or otherwise
designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such
similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities
included in such registration.


 


3.1.12     Road Show. If the
registration involves the registration of Registrable Securities involving gross proceeds in excess of [$25,000,000], the Company
shall use its reasonable efforts to make available senior executives of the Company to participate in customary “road show”
presentations that may be reasonably requested by the Underwriter in any underwritten offering.


 


3.2         Obligation
to Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described in
Section 3.1.4(iv), or, in the case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by
the Company, pursuant to a written insider trading compliance program adopted by the Company’s Board of Directors, of the
ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence
of material non-public information, each holder of Registrable Securities included in any registration shall immediately discontinue
disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such
holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders”
to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such holder will
deliver to the Company all copies, other than permanent file copies then in such holder’s possession, of the most recent
prospectus covering such Registrable Securities at the time of receipt of such notice.


 


3.3         Registration
Expenses. The Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section
2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.2.4,
and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration
Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance
with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications
of the Registrable Securities); (iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation,
all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of
the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements
of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including
the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii)
the reasonable fees and expenses of any special experts retained by the Company in connection with such registration and (ix) the
reasonable fees and expenses of one legal counsel selected by the holders of a majority-in-interest of the Registrable Securities
included in such registration. The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable
to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne
by such holders. Additionally, in an underwritten offering, all selling shareholders and the Company shall bear the expenses of
the Underwriter pro rata in proportion to the respective amount of shares each is selling in such offering.


 




    	 	11	 



     


    

 


3.4         Information.
The holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing
Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto,
in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection
with the Company’s obligation to comply with Federal and applicable state securities laws.


 


4.           INDEMNIFICATION
AND CONTRIBUTION.


 


4.1         Indemnification
by the Company. The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities,
and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person,
if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any
expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue
statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such
Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus
contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based
upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder
applicable to the Company and relating to action or inaction required of the Company in connection with any such registration;
and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred
by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage,
liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense,
loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission
or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any
such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such
selling holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their
officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the
same basis as that of the indemnification provided above in this Section 4.1.


 




    	 	12	 



     


    

 


4.2         Indemnification
by Holders of Registrable Securities. Each selling holder of Registrable Securities will, in the event that any registration
is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder,
indemnify and hold harmless the Company, each of its directors and officers and each Underwriter (if any), and each other selling
holder and each other person, if any, who controls another selling holder or such Underwriter within the meaning of the Securities
Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments,
damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue
statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered
under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement,
or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission
to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement
or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder
expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling
person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such
loss, claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall be several and
not joint and shall be limited to the amount of any net proceeds actually received by such selling holder.


 


4.3         Conduct
of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability
or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”)
shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person
(the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided,
however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from
any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying
Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or
action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action,
and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel
satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume
control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal
or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs
of investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named
as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel)
to represent the Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in respect
of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel
to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of
both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement
of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity
could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release
of such Indemnified Party from all liability arising out of such claim or proceeding.


 




    	 	13	 



     


    

 


4.4         Contribution.


 


4.4.1       If the indemnification
provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim,
damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party,
shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or
action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties
in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other
relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.


 


4.4.2       The parties hereto
agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation
or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately
preceding Section 4.4.1.


 


4.4.3       The amount paid or
payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such
Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this
Section 4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the
net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the
sale of Registrable Securities which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation.


 


5.           RULE
144.


 


5.1         Rule
144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange
Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required
from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission.


 


6.           MISCELLANEOUS.


 


6.1         Other
Registration Rights. The Company represents and warrants that no person, other than the holders of the Registrable Securities,
has any right to require the Company to register any shares of the Company’s capital stock for sale or to include shares
of the Company’s capital stock in any registration filed by the Company for the sale of shares of capital stock for its own
account or for the account of any other person.


 




    	 	14	 



     


    

 


6.2         Assignment;
No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned
or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable
Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the
extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding
upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable
Securities or of any assignee of the Investors or holder of Registrable Securities. This Agreement is not intended to confer any
rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2.


 


6.3         Notices.
All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”)
required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be
personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram,
telex or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by
written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by telegram,
telex or facsimile; provided, that if such service or transmission is not on a business day or is after normal business hours,
then such notice shall be deemed given on the next business day. Notice otherwise sent as provided herein shall be deemed given
on the next business day following timely delivery of such notice to a reputable air courier service with an order for next-day
delivery.


 


To the Company:


 


Andina Acquisition Corp. II


250 West 57th St


Suite 2223


New York, NY 10107


Attn: Chief Executive Officer


 


with a copy to:


 


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York NY 10174


Attn:   David Alan Miller, Esq.


 


To an Investor, to the address set forth below such Investor’s
name on Exhibit A hereto.


 




    	 	15	 



     


    

 


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


 


6.5         Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together
shall constitute one and the same instrument.


 


6.6         Entire
Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered
pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede
all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether
oral or written.


 


6.7         Modifications
and Amendments. No amendment, modification or termination of this Agreement shall be binding upon any party unless executed
in writing by such party.


 


6.8         Titles
and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction
of any provision of this Agreement.


 


6.9         Waivers
and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive,
provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and
specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default
waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall
be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver
or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance
of any other obligations or acts.


 


6.10       Remedies
Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed
under this Agreement, the Investor or any other holder of Registrable Securities may proceed to protect and enforce its rights
by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction
against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal
or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers
or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative
and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law,
in equity, by statute or otherwise.


 




    	 	16	 



     


    

 


6.11       Governing
Law. In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would
result in the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding
or claim arising out of or relating in any way to this Agreement shall be resolved through final and binding arbitration in accordance
with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be
brought before the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be conducted
in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator
panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is
sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses,
shall be borne by the non-prevailing party or as otherwise directed by the arbitrators. The Company hereby appoints, without power
of revocation, Graubard Miller 405 Lexington Avenue New York, New York 10174 Fax No.: (212) 818-8881 Attn: David Alan Miller, Esq.,
as their respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any arbitration,
action, proceeding or counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take
any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for
a period of seven years from the date of this Agreement. This Agreement may be executed in several original or facsimile counterparts,
each one of which shall constitute an original, and together shall constitute but one instrument.


 


6.12       Waiver
of Trial by Jury. Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit,
counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this
Agreement, the transactions contemplated hereby, or the actions of the Investor in the negotiation, administration, performance
or enforcement hereof.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




    	 	17	 



     


    

 


IN WITNESS WHEREOF, the parties have caused
this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written
above.


 


	 	 	COMPANY:
	 	 	 
	 	 	ANDINA ACQUISITION CORP. II
	 	 	 
	 	By:	/s/ Julio A. Torres
	 	 	Name: Julio A. Torres
	 	 	Title: Chief Executive Officer
	 	 	 
	 	 	INVESTORS:
	 	 	 
	 	 	/s/ Julio A. Torres
	 	 	Julio A. Torres
	 	 	 
	 	 	/s/ Mauricio Orellana
	 	 	Mauricio Orellana
	 	 	 
	 	 	/s/ Eric Carrera
	 	 	Eric Carrera
	 	 	 
	 	 	/s/ Marjorie Hernandez
	 	 	Marjorie Hernandez
	 	 	 
	 	 	/s/ B. Luke Weil
	 	 	B. Luke Weil
	 	 	 
	 	 	/s/ Matthew S. N. Kibble
	 	 	Matthew S. N. Kibble


 




    	 	18	 



     


    

 


	 	 	/s/ Edward G. Navarro
	 	 	Edward G. Navarro
	 	 	 
	 	 	LWEH 1 LLC
	 	 	 
	 	By:	/s/ B. Luke Weil
	 	 	Name: B. Luke Weil
	 	 	Title: Managing Member
	 	 	 
	 	 	LWEH 2 LLC
	 	 	 
	 	By:	/s/ B. Luke Weil
	 	 	Name: B. Luke Weil
	 	 	Title: Managing Member
	 	 	 
	 	 	/s/ Nicholas Weil
	 	 	Nicholas Weil
	 	 	 
	 	 	/s/ A. Lorne Weil
	 	 	A. Lorne Weil
	 	 	 
	 	 	/s/ Ryan Chang
	 	 	Ryan Chang
	 	 	 
	 	 	/s/ Whitney Carlen Cox
	 	 	Whitney Carlen Cox
	 	 	 
	 	 	MENDAKOTA CASUALTY COMPANY
	 	 	 
	 	By:	/s/ William A
Hickey
Jr. 





	 	 	Name: William A
Hickey
Jr. 
	 	 	Title: President


 




    	 	19	 



     


    

 


	 	 	/s/ Robert Goldstein
	 	 	Robert Goldstein
	 	 	 
	 	 	B. RILEY & CO., LLC
	 	 	 
	 	By:	/s/ Ryan Bernath
	 	 	Name: Ryan Bernath
	 	 	Title: Head of Investment Banking
	 	 	 
	 	 	EARLYBIRDCAPITAL, INC.
	 	 	 
	 	By:	/s/ Steven Levine
	 	 	Name: Steven Levine
	 	 	Title: Chief Executive Officer


  




    	 	20	 



     


    

 


EXHIBIT A


 


	
        Name and Address of

        Initial Shareholder 

	 
	
        Julio A. Torres

        c/o Andina Acquisition Corp. II

        250 West 57th St

        Suite 2223

        New York, NY 10107

	 
	
        Mauricio Orellana

        c/o Andina Acquisition Corp. II

        250 West 57th St

        Suite 2223

        New York, NY 10107

	 
	
        Eric Carrera

        c/o Andina Acquisition Corp. II

        250 West 57th St

        Suite 2223

        New York, NY 10107

	 
	
        Marjorie Hernandez

        c/o Andina Acquisition Corp. II

        250 West 57th St

        Suite 2223

        New York, NY 10107

	 
	
        B. Luke Weil

        c/o Andina Acquisition Corp. II

        250 West 57th St

        Suite 2223

        New York, NY 10107

	
         

        Matthew S. N. Kibble

        c/o Andina Acquisition Corp. II

        250 West 57th St

        Suite 2223

        New York, NY 10107

	 
	
        Edward G. Navarro

        c/o Andina Acquisition Corp. II

        250 West 57th St

        Suite 2223

        New York, NY 10107

	 
	
        LWEH 1 LLC

        c/o Andina Acquisition Corp. II

        250 West 57th St

        Suite 2223

        New York, NY 10107



 




    	 	 	 



     


    

 


	
        LWEH 2 LLC

        c/o Andina Acquisition Corp. II

        250 West 57th St

        Suite 2223

        New York, NY 10107

	 
	
        Nicholas Weil

        c/o Andina Acquisition Corp. II

        250 West 57th St

        Suite 2223

        New York, NY 10107

	 
	
        A. Lorne Weil

        c/o Andina Acquisition Corp. II

        250 West 57th St

        Suite 2223

        New York, NY 10107

	 
	
        Ryan Chang

        c/o Andina Acquisition Corp. II

        250 West 57th St

        Suite 2223

        New York, NY 10107

	 
	
        Whitney Carlen Cox

        c/o Andina Acquisition Corp. II

        250 West 57th St

        Suite 2223

        New York, NY 10107

	 
	
        Mendakota Casualty Company

        c/o Andina Acquisition Corp. II

        250 West 57th St

        Suite 2223

        New York, NY 10107

	 
	
        Robert Goldstein

        c/o Andina Acquisition Corp. II

        250 West 57th St

        Suite 2223

        New York, NY 10107

	 
	B. Riley & Co. LLC

                                                                    11100 Santa Monica Boulevard

                                                                    Los Angeles, CA 90025

	 
	
        EarlyBirdCapital, Inc.

        366 Madison Avenue, 8th Floor

        New York, New York 10017

        Attn: David M. Nussbaum, Chairman