WARRANT TRANSFER AGREEMENT


 


AGREEMENT, dated December 19, 2013, by and
between Red Oak Partners LP (the “Purchaser” or “Red Oak”) and The A.
Lorne Weil 2006 Irrevocable Trust (the “Insider”), and Andina Acquisition Corporation, a Cayman Islands
company (the “Company”).


 


RECITALS:


 


A.        The Company
will hold an extraordinary general meeting of its shareholders to consider and act upon, among other things, a proposal to adopt
and approve the Agreement and Plan of Reorganization (“Acquisition Agreement”), dated as of August 17, 2013, as amended
as of November 6, 2013, by and among the Company, Andina Merger Sub, Inc., the Company’s wholly-owned subsidiary (“Merger
Sub”), Tecnoglass S.A. (“Tecnoglass”), C.I. Energia Solar S.A. E.S. Windows (“ES”) and Tecno Corporation
(“Tecno Holding”), providing for the merger (“Merger”) of Merger Sub with and into Tecno Holding with Tecno
Holding becoming a wholly owned subsidiary of the Company (the “Acquisition Proposal”).


 


B.        The Purchaser
desires to purchase up to 1,000,000 ordinary shares (common stock) of the Company (“Current Ownership”)
sold in the Company’s initial public offering (the “Public Shares”).


 


IT IS AGREED:


 


1.        Purchase
of Shares. The Purchaser hereby agrees that it and/or its designees set forth on Exhibit A (collectively, the
“Designees”) hereto will use commercially reasonable efforts to purchase the 1,000,000 Public Shares
prior to the closing of the Merger (“Closing”) at $10.18 per share. Purchaser agrees that neither it
nor its Designees will seek redemption or conversion of any of Public Shares in connection with the Merger.


 


2.        Insider
Warrant Transfers. In consideration of the agreements made by the Purchaser, if the Acquisition Proposal is approved and the
Merger is consummated, the Insider will, promptly after the Closing but in no event later than December 31, 2013, transfer to the
Purchaser (or its Designees as instructed by the Purchaser) 2.19888 Insider Warrants (as defined below) per share purchased of
the Company by Purchaser or its Designees (up to a maximum of 2,198,880 Insider Warrants). Public Shares purchased but not yet
settled shall be included in the foregoing Insider Warrant calculation. For the purposes hereof, the Insider Warrants shall mean
the warrants each covering one share of underlying common stock of the Company and exercisable at $8 per warrant and further identified
as “insider warrants” in the Andina Acquisition Corporation Prospectus filed pursuant to Rule 414(b)(4) with the Securities
and Exchange Commission on or about March 16, 2012 (the “Prospectus”) (the “Prospectus”).


 


3.       Registration
of Warrants; Acknowledgement.


 


(a)       Not
later than April 1, 2014 (the “Filing Deadline”), the Company shall file a registration statement covering
the resale by the Purchaser of the Insider Warrants (and underlying ordinary shares) and use its best efforts to have such registration
statement declared effective by the Securities and Exchange Commission as soon as possible, but no later than June 1, 2014 (the
“Effectiveness Deadline”).


 



    	 



    	 



    

 


(b)      In the event
that the registration statement is (a) not filed on or before the Filing Deadline (“Filing Failure”),
or (b) not declared effective by the SEC on or before the respective Effectiveness Deadline for any reason (an "Effectiveness
Failure") then, Red Oak (or the then current holders of the transferred Insider Warrants) (the “Holder”)
shall be entitled to a payment of $.20 (subject to equitable adjustment for splits, combinations and similar occurrences) for each
Insider Warrant (or underlying share of Common Stock) held by such Holder for each thirty day period (or portion thereof) as partial
relief for the damages to any Holder by reason of any such delay in or reduction of its ability to sell the underlying shares of
ordinary shares (the “Registrable Securities”) of the Company (which remedy shall not be exclusive of
any other remedies available at law or in equity).


 


(c)      If,
on any day after the applicable, Effective Date, sales of all of the Registrable Securities required to be included on such registration
statement that have not already been sold by Holders pursuant to the registration Statement cannot be made pursuant to such Registration
Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose
such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number
of shares of common stock or to maintain the listing of the shares of common stock) (a "Maintenance Failure")
then, as partial relief for the damages to any Holder by reason of any such delay in or reduction of its ability to sell the underlying
shares of common stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall
pay to each Holder of Registrable Securities (or securities that are exercisable for Registrable Securities) who has not already
sold all of its shares of common stock relating to such Registration Statement an amount in cash equal to $.20 (subject to equitable
adjustment for splits, combinations and similar occurrences) per share of common stock of such Holder's Registrable Securities
included in such Registration Statement that have not already been sold pursuant to the Registration Statement on the initial day
of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such
Maintenance Failure is cured.


 


(d)
     Notwithstanding the foregoing, the Company shall have thirty (30) days during which to cure a Filing Failure, Effectiveness
Failure or Maintenance Failure and in which no penalty fee shall be owed.


 


(e)      In
the event that the Company fails to make any payments required in Sections (b) or (c) above in a timely manner, such amounts shall
bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full.


 


(f)       The
Company by executing below hereby confirms its acknowledgement of the transfers of Warrants contained herein and shall take all
action reasonably necessary to effect the transfer of the Insider Warrants as provided herein to the Purchaser and/or its Designees.
Further the Company hereby agrees not to take any action in contravention or inconsistent with the transfers of the Insider Warrants
as contemplated herein.


 



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4.        Representations
of Purchaser. Purchaser hereby represents and warrants to the Insider that:


 


(a)      Purchaser,
in making the decision to receive the Insider Warrants from the Insider, has not relied upon any oral or written representations
or assurances from the Insider or any of the Company’s officers, directors, partners or employees or any other representatives
or agents.


 


(b)    This
Agreement has been validly authorized, executed and delivered by the Purchaser and, assuming the due authorization, execution and
delivery thereof by the other parties hereto, is a valid and binding agreement enforceable in accordance with its terms, subject
to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally.
The execution, delivery and performance of this Agreement by the Purchaser does not and will not conflict with, violate or cause
a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Purchaser
is a party which would prevent the Purchaser from performing its obligations hereunder or (ii) any law, statute, rule or regulation
to which the Purchaser is subject.


 


(c)      The
Purchaser acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement
with the Purchaser’s own legal counsel and investment and tax advisors. The Purchaser is not relying on any statements or
representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this
Agreement or the transactions contemplated by the Agreement.


 


(d)      The
Purchaser (and/or the Designees) shall direct its broker to purchase on December 20, 2013 at least 500,000 shares of ordinary stock
of the Company at $10.18 per share.


 


5.        Insider Representations.
The Insider hereby represents and warrants to the Purchaser that:


 


(a)          This
Agreement has been validly authorized, executed and delivered by the Insider and, assuming the due authorization, execution and
delivery thereof by the other parties hereto, is a valid and binding agreement enforceable in accordance with its terms, subject
to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally.
The execution, delivery and performance of this Agreement by the Insider does not and will not conflict with, violate or cause
a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Insider
is a party which would prevent the Insider from performing its obligations hereunder or (ii) any law, statute, rule or regulation
to which the Insider is subject.


 


(b)          The
Insider is the beneficial owner of the Insider Warrants transferred hereby and will transfer to the Purchaser promptly after the
closing of the Merger, but in no event later than December 31, 2013, good marketable title to the Insider Warrants free and clear
of any liens, claims, security interests, options charges or any other encumbrance whatsoever, except for restrictions imposed
by federal and state securities laws.


 


(c)          The
terms, provisions and conditions of the Insider Warrants have not been amended, revised or modified in any manner since their issuance.
The description of the Insider Warrants contained in the Prospectus is true, correct and complete in all material respects.


 



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6.          Indemnification.
Each party hereto shall indemnify and hold harmless the other parties hereto with respect to any losses, claims, damages, liabilities,
judgments, fines, penalties, charges, costs, reasonable attorneys' fees, amounts paid in settlement or expenses, joint or several,
(collectively, "Claims") incurred by the other party in connection with, arising from or related to a breach of
any representation, warranty or covenant contained herein. For the avoidance of doubt, and without limitation, Red Oak, the Designees
and their respective assignees shall be entitled to recover: (i) all reasonable costs incurred in enforcing the provisions of this
Agreement and (ii) any lost profits incurred as a result of the failure of the Insider to transfer the Insider Warrants as provided
for herein.


 


7.          Disclosure;
Exchange Act Filings. Promptly upon execution of this Agreement, the Company will issue a press release describing this Agreement
and file a Current Report on Form 6-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
reporting such execution. The parties to this Agreement shall cooperate with one another to assure that all such disclosures are
accurate and consistent.


 


8.          Representations
of Principals. David Sandberg hereby represents and warrants on behalf of Red Oak, that Red Oak has the financial wherewithal
to honor its obligations hereunder. A. Lorne Weil hereby represents and warrants on behalf of the Insider, that the Insider has
the financial wherewithal to honor its obligations hereunder.


 


9.          Entire
Agreement; Amendment. This Agreement constitutes the entire agreement among the parties with respect to the subject matter
hereof and may be amended or modified only by written instrument signed by all parties. The headings in this Agreement are for
convenience of reference only and shall not alter or otherwise affect the meaning hereof.


 


9.          Governing Law.
This Agreement shall be governed by and construed in accordance with the law of the State of New York, including the conflicts
of law provisions and interpretations thereof. 


 


10.        Counterparts.
This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
Delivery of an executed signature page by facsimile or other electronic transmission shall be effective as delivery of a manually
signed counterpart of this Agreement.


 


11.        Termination.
Notwithstanding any provision in this Agreement to the contrary, this Agreement shall become null and void and of no force and
effect (i) upon the termination of the Acquisition Agreement prior to the consummation of the Merger or if the Purchaser seeks
redemption or conversion of any of its shares in connection with the Merger. Notwithstanding any provision in this Agreement to
the contrary, the Insider’s obligation to transfer the Insider Warrants to the Purchaser shall be conditioned on the consummation
of the Merger.


 


12.        Remedies.
Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this
Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have
no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other
remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent
breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement.


 



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13.        Acknowledgement;
Waiver. Purchaser (i) acknowledges that the Insider may possess or have access to material non-public information which has
not been communicated to the Purchaser; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he,
she, or it may now have or may hereafter acquire, whether presently known or unknown, against the Insider or any of the Company’s
officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any
non-public information in connection with the transaction contemplated by this Agreement, including without limitation, any claims
arising under Rule 10-b(5) of the Securities and Exchange Act of 1934; and (iii) is aware that the Insider is relying on the truth
of the representations set forth in Section 4 of this Agreement and the foregoing acknowledgement and waiver in clauses (i) and
(ii) above, respectively, in connection with the transactions contemplated by this Agreement.


 


14.          Binding Effect;
Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal
representatives, successors and permitted assigns. This Agreement shall not be assigned by either party without the prior written
consent of the other party hereto.


 




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[Signature Page to Agreement Dated December
20, 2013]


 


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


 


	 	PURCHASERS:
	 	 
	 	RED OAK FUND LP
	 	 	 
	 	By: 	           
	 	Name: 	 
	 	Title:	 


 


	 	INSIDER:
	 	 
	 	THE A. LORNE WEIL 2006 

IRREVOCABLE TRUST
	 	 	 
	 	By:	           
	 	Name:	 
	 	Title:	 


 






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	 	ANDINA ACQUISITION CORPORATION
	 	Solely with respect to its obligations set 

forth in Sections 3 and 7 hereof
	 	 	 
	 	By: 	           
	 	Name: 	 
	 	Title:	 




 


	 	A. Lorne Weil solely with respect to his 

obligations set forth in Section 8 hereof
	 	 	 
	 	 	           


 


	 	David Sandberg solely with respect to his 

obligations set forth in Section 8 hereof
	 	 	 
	 	 	           


 






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EXHIBIT A


DESIGNEES