NUMBER

Each Unit (“Unit”) consists of one (1) ordinary share, par value $.0001 per share (the “Ordinary Shares”), of Andina Acquisition Corporation., a Cayman Islands corporation (the “Company”), and one (1) warrant (the “Warrants”).  Each Warrant entitles the holder to purchase one (1) Ordinary Share for $8.00 per share (subject to adjustment).  Each Warrant will become exercisable on the later of (a) the Company’s completion of an initial merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities (a “Business Combination”) and (b) _________ __, 2013 [one year from the date of the final prospectus], and will expire unless exercised before 5:00 p.m., New York City Time, three years after the completion of a Business Combination, or earlier upon redemption (the “Expiration Date”).  The Ordinary Shares and Warrants comprising the Units represented by this certificate are not transferable separately prior to the ninetieth day after the date of the prospectus relating to the Company’s initial public offering, subject to earlier separation in the discretion of EarlyBirdCapital, Inc.  The terms of the Warrants are governed by a Warrant Agreement, dated as of _______ __, 2012, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof.  Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 17 Battery Place, New York, New York 10004, and are available to any Warrant holder on written request and without cost.

This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.

This Unit is governed by the laws of the State of New York.

Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.