4,000,000 Units ANDINA ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • March 12th, 2012 • Andina Acquisition Corp • Blank checks • New York
Andina Acquisition Corporation, a Cayman Islands company with limited liability (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative, with such other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
TECNOGLASS INC., As Issuer, AND As Trustee INDENTURE DATED AS OF [__________] [___], 20[__] SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE (1)Tecnoglass Inc. • October 19th, 2018 • Flat glass
INDENTURE, dated as of [__________] [___], 20[__], between Tecnoglass Inc., a Cayman Islands exempted company (the “Company”), and [_____________], a [_____________], as trustee (the “Trustee”):
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 6th, 2014 • Tecnoglass Inc. • Flat glass
This Agreement, made and entered into as of the 5th day of March, 2014 (“Agreement”), by and between Tecnoglass Inc., a Cayman Islands company (“Company”), and ___________ (“Indemnitee”):
WARRANT AGREEMENTWarrant Agreement • March 22nd, 2012 • Andina Acquisition Corp • Blank checks • New York
Agreement made as of March 16, 2012 between Andina Acquisition Corporation, a Cayman Islands company, with offices at Carrera 10 No. 28-49, Torre A Oficina 20-05, Bogota, Colombia (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 15th, 2012 • Andina Acquisition Corp • Blank checks • New York
This Agreement is made as of _______, 2012 between Andina Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Registration Rights Agreement • March 12th, 2012 • Andina Acquisition Corp • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY ANDINA ACQUISITION CORPORATION (“COMPANY”) OF A MERGER, CAPITAL SHARE EXCHANGE, ASSET ACQUISITION, PLAN OF ARRANGEMENT, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND [__], 2013. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EXPIRATION DATE (DEFINED HEREIN).
EARLYBIRDCAPITAL, INC. New York, New York 10016Andina Acquisition Corp • March 12th, 2012 • Blank checks • New York
This is to confirm our agreement whereby Andina Acquisition Corporation (“Company”) has requested EarlyBirdCapital, Inc. (“EBC”) to assist it in connection with the Company’s consummation of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business transaction (in each case, a “Business Combination”) with one or more businesses or entities (“Target”):
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 27th, 2013 • Andina Acquisition Corp • Flat glass • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 20, 2013, by and among Tecnoglass Inc. (formerly known as Andina Acquisition Corporation), an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and the parties named on the Schedule of Investors attached hereto.
STOCK PURCHASE PLANStock Purchase Plan • March 12th, 2012 • Andina Acquisition Corp • Blank checks • New York
This Stock Purchase Plan (the “Purchase Plan”) is entered into on __________ __, 2012 (the “Commencement Date”) by and between ___________ (“Broker”) and Andina Acquisition Corporation (the “Company”). This Purchase Plan relates to the purchase, on a “not held” basis, of ordinary shares issued by the Company (the “Shares”), and is intended to comply with the provisions of Rule 10b5-1 (“Rule 10b5-1”).
Re: Initial Public OfferingUnderwriting Agreement • March 2nd, 2012 • Andina Acquisition Corp • Blank checks
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.
Subscription AgreementSubscription Agreement • March 7th, 2012 • Andina Acquisition Corp • Blank checks
The undersigned hereby subscribes for and agrees to purchase _____ warrants (“Warrants”), each to purchase one ordinary share of Andina Acquisition Corp. (the “Corporation”), at $0.50 per Warrant, for an aggregate purchase price of $_____ (“Purchase Price”). The closing of the purchase of the Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”). EarlyBirdCapital, Inc. is acting as representative of the underwriters in the IPO. The Warrants will be sold to the undersigned on a private placement basis and not as part of the IPO.
ESCROW AGREEMENTEscrow Agreement • March 12th, 2012 • Andina Acquisition Corp • Blank checks • New York
ESCROW AGREEMENT, dated as of _________ __, 2012 (“Agreement”), by and among ANDINA ACQUISITION CORPORATION, a Cayman Islands company (“Company”), CHILD’S TRUST F/B/O FRANCESCA WEIL U/A DATED MARCH 4, 2010, CHILD’S TRUST F/B/O ALEXANDER WEIL U/A DATED MARCH 4, 2010, CHILD’S TRUST F/B/O BENJAMIN LUKE WEIL U/A DATED MARCH 4, 2010, B. LUKE WEIL, JULIO A. TORRES, MARTHA L. BYORUM, CAPITAL ADVISORY PARTNERS, L.A., EDUARDO ROBAYO, LWEH LLC, ROBERT STEVENS, and ERIC CARRERA (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
ADDITIONAL SHARES ESCROW AGREEMENTAdditional Shares Escrow Agreement • December 27th, 2013 • Andina Acquisition Corp • Flat glass • New York
ADDITIONAL SHARES ESCROW AGREEMENT (“Agreement”) dated December 20, 2013 by and among Tecnoglass Inc. (formerly known as Andina Acquisition Corporation), an exempted company incorporated under the laws of the Cayman Islands (“Parent”), Jose Daes, acting as the representative of the recipients (the “Recipients”) of the Parent Ordinary Shares (the “Representative”), A. Lorne Weil and Martha L. Byorum, acting as the committee (the “Committee”) representing the interests of Parent, and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”). Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
WARRANT TRANSFER AGREEMENTWarrant Transfer Agreement • May 27th, 2016 • Tecnoglass Inc. • Flat glass • New York
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 ”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 7th, 2012 • Andina Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of __________, 2012, by and among Andina Acquisition Corporation, a Cayman Islands corporation (the “Company”), the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Tecnoglass Inc. (Cayman Islands exempted company) 2,000,000 Ordinary Shares1 ($0.0001 par value per share) Underwriting AgreementUnderwriting Agreement • May 18th, 2023 • Tecnoglass Inc. • Flat glass • New York
ENERGY HOLDING CORPORATION, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Selling Shareholder”), as shareholder of Tecnoglass Inc., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of 2,000,000 ordinary shares, $0.0001 par value per share (“Ordinary Shares”), of the Company (said shares being hereinafter called the “Underwritten Securities”). The Selling Shareholder also proposes to grant to the Underwriters an option to purchase up to an aggregate of 300,000 additional Ordinary Shares to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters
SUBSCRIPTION AGREEMENTSubscription Agreement • December 19th, 2013 • Andina Acquisition Corp • Flat glass • New York
This Subscription Agreement (“Subscription Agreement”) is being used by Andina Acquisition Corporation, a Cayman Islands company (the “Company”), for a private placement of ordinary shares, par value $0.0001 per share (the “Shares”), of the Company to ___________ (collectively, the “Investor”) for a purchase price of $10.18 per share, on the terms contained in this Subscription Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 6th, 2014 • Tecnoglass Inc. • Flat glass • New York
This Subscription Agreement (“Subscription Agreement”) is being used by Tecnoglass Inc., a Cayman Islands company (the “Company”), for a private placement of 95,693 ordinary shares, par value $0.0001 per share (the “Shares”), of the Company to the investor listed on the signature page attached hereto (the “Investor”) at an aggregate purchase price of $1,000,000 (or approximately $10.45 per share), on the terms contained in this Subscription Agreement.
INDEMNITY ESCROW AGREEMENTIndemnity Escrow Agreement • August 22nd, 2013 • Andina Acquisition Corp • Blank checks • New York
INDEMNITY ESCROW AGREEMENT (“Agreement”) dated [_________], 2013 by and among [Andina Acquisition Corporation]1, a Cayman Islands corporation (“Parent”), [_________], acting as the representative of the recipients of the Parent Ordinary Shares (the “Representative”), [_________], acting as the committee (the “Committee”) representing the interests of Parent, and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”). Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
FIRST AMENDMENT TO THE DEBT SETTLEMENT AGREEMENTDebt Settlement Agreement • March 8th, 2019 • Tecnoglass Inc. • Flat glass • Florida
THIS FIRST AMENDMENT TO THE DEBT SETTLEMENT AGREEMENT, effective as of June 30, 3018 (“Effective Date”), is made by and among (i) TECNOGLASS INC., a Cayman Islands exempted company (“Tecnoglass” or the “Buyer”), and (ii) GIOVANNI MONTI, an individual (“Seller”).
SCHEDULE 13G JOINT FILING AGREEMENT13g Joint Filing Agreement • May 1st, 2013 • Andina Acquisition Corp • Blank checks
The undersigned hereby agree that this Schedule 13G (as so amended, the “Schedule 13G”) with respect to the common stock of Andina Acquisition Corporation is, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to the Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.
LOCK-UP AGREEMENTLock-Up Agreement • August 22nd, 2013 • Andina Acquisition Corp • Blank checks • New York
Reference is hereby made to that certain Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of [____________], 2013, by and among Andina Acquisition Corporation (n/k/a [_________]) (“Parent”), Andina Merger Sub, Inc., Tecnoglass S.A. and C.I. Energia Solar S.A. E.S. Windows. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Merger Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 28th, 2011 • Andina Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of __________, 2012, by and among Andina Acquisition Corporation, a Cayman Islands corporation (the “Company”), the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INVESTMENT AGREEMENT by and between TECNOGLASS INC. and HOLDING CONCORDE S.A.S., SAINT-GOBAIN COLOMBIA S.A.S., SAINT GOBAIN CRISTALERÍA S.L., and PILKINGTON INTERNATIONAL HOLDINGS B.V.; dated as of January 11, 2019Investment Agreement • January 11th, 2019 • Tecnoglass Inc. • Flat glass
This Investment Agreement (the “Agreement”), dated as of January 11, 2019, is entered into by and between (i) Tecnoglass, Inc., a company duly organized and existing in accordance with the laws of Cayman Islands, represented herein by José Manuel Daes (hereinafter, “TI”), (ii) Saint-Gobain Colombia S.A.S., a company duly organized and existing in accordance with the laws of the Republic of Colombia, represented herein by Dominique Louis Roger Azam, (iii) Pilkington International Holdings B.V., a company duly organized and existing in accordance with the laws of the Kingdom of the Netherlands, represented herein by Sergio Ignacio Moreno Pérez, (iv) Saint-Gobain Cristalería S.L., a company duly organized and existing in accordance with the laws of the Kingdom of Spain, represented herein by Dominique Louis Roger Azam, (together Saint-Gobain Colombia S.A.S., Pilkington International Holdings B.V., and Saint-Gobain Cristalería S.L., the “HC Parties”), and (v) Holding Concorde S.A.S, a comp
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • November 12th, 2013 • Andina Acquisition Corp • Flat glass
This AMENDMENT NO. 1 to the AGREEMENT AND PLAN OF REORGANIZATION is entered into as of November 6, 2013 by and among Andina Acquisition Corporation (“Andina”), Andina Merger Sub, Inc. (“Merger Sub”), Tecnoglass S.A. (“Tecnoglass”) and C.I. Energia Solar S.A. E.S. Windows (“ES” and together with Tecnoglass, the “Company”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG ANDINA ACQUISITION CORPORATION, ANDINA MERGER SUB, INC., TECNOGLASS S.A. AND DATED AS OF AUGUST 17, 2013Agreement and Plan of Reorganization • August 22nd, 2013 • Andina Acquisition Corp • Blank checks • New York
INDEMNITY ESCROW AGREEMENTIndemnity Escrow Agreement • December 27th, 2013 • Andina Acquisition Corp • Flat glass • New York
INDEMNITY ESCROW AGREEMENT (“Agreement”) dated December 20, 2013 by and among Tecnoglass Inc. (formerly known as Andina Acquisition Corporation), an exempted company incorporated under the laws of the Cayman Islands (“Parent”), Jose Daes, acting as the representative of the recipients of the Parent Ordinary Shares (the “Representative”), A. Lorne Weil and Martha L. Byorum, acting as the committee (the “Committee”) representing the interests of Parent, and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”). Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 5th, 2022 • Tecnoglass Inc. • Flat glass • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of [______], 2022, is by and among Tecnoglass Inc., a Cayman Islands exempted company (“Tecnoglass”), Tecno RE LLC, a Florida limited liability company (“Tecno RE”), GM&P Consulting and Glazing Contractors, Inc, a Florida corporation (“GM&P”), E.S. Windows LLC, a Florida limited liability company (“ESW”), C.I. Energia Solar S.A.S. E.S. Windows, a Colombia simplified stock corporation (“C.I. Energia”) and Tecnoglass S.A.S., a Colombia simplified stock corporation (“Tecnoglass S.A.S.”, and, collectively with Tecnoglass, Tecno RE, GM&P, ESW, and C.I. Energia, the “Borrowers”, and each, individually, a “Borrower”), the Guarantors party hereto, the Lenders party hereto and PNC Bank, National Association, as successor to BBVA USA, as administrative agent (in such capacity, the “Administrative Agent”).
