EXHIBIT 10.1


 


SUBSCRIPTION AGREEMENT


 


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.


 


The Investor
hereby agrees as follows:


 


1.                 
Subscription for Securities. The Investor hereby subscribes for the Shares of the Company, subject to the
terms and conditions set forth in this Subscription Agreement.


 


2.                 
Closing and Delivery of Securities. The closing (“Closing”) will occur ten days from the
date this Subscription Agreement is fully executed, or sooner upon mutual agreement of the Company and the Investor. On the Closing,
certificates representing the Shares will be delivered promptly to the Investor and payment for the Shares will be promptly made
by the Investor to the Company at an account to be indicated by the Company.


 


3.                 
Registration Rights. The Company agrees that not later than four months after the Closing, the Company shall
file a registration statement covering the resale by the Investor of the Shares and use its best efforts to have such registration
statement declared effective by the Securities and Exchange Commission as soon as possible.


 


4.                 
Investor Representations and Warranties. The Investor hereby represents and warrants as follows:


 


4.1.           
Accredited Investor Status. Investor is an accredited investor within the meaning of Section 2(15) of the Securities
Act of 1933, as amended (“Securities Act”), and Rule 501 promulgated thereunder.


 


4.2.           
Information About the Company.


 


(a)               
The Company has made available to the Investor a copy of the Company’s Definitive Proxy Statement, dated December
3, 2013, as supplemented, and the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on December 27, 2013 (collectively, the “Disclosure Documents”). Investor has read the Disclosure Documents, including
the “Risk Factors” set forth in the Disclosure Documents, together with this Subscription Agreement, and fully understands
the information set forth therein and herein. Investor has been given access to full and complete information regarding the Company
as Investor has requested and has utilized such access to Investor’s satisfaction for the purpose of verifying the information
included herein and therein, and Investor has either met with or been given reasonable opportunity to meet with the officers of
the Company for the purpose of asking reasonable questions of such officers concerning the terms and conditions of the offering
and the business of the Company and all such questions have been answered to Investor’s full satisfaction. Investor has also
been given an opportunity to obtain any additional relevant information to the extent reasonably available to the Company. After
reading such information and materials, Investor understands that there is no assurance as to the future performance of the Company
and the Shares.


 


(b)              
Investor has received no representation or warranty from the Company or any of its officers, directors, equity holders,
employees or agents in respect of Investor’s investment in the Shares. Investor is not subscribing for the Shares as a result
of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar
media or broadcast over television, radio or the Internet or (ii) any seminar or meeting whose attendees have been invited by any
general solicitation or general advertising.


 


 



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4.3.           
Speculative Investment. Investor is aware that the Shares are speculative investments that involve a high degree
of risk and Investor may suffer the total loss of its investment. Investor has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in the Shares and has obtained, in Investor’s
judgment, sufficient information to evaluate the merits and risks of an investment in the Shares. Investor believes that the investment
in the Shares is suitable for it based upon its investment objectives and financial needs, and Investor has adequate means for
providing for its current financial needs and contingencies and has no need for liquidity with respect to its investment in the
Shares. The investment in the Shares does not constitute a significant portion of Investor’s investment portfolio.


 


4.4.           
Restrictions on Transfer. Investor understands that (i) the Shares have not been registered under the Securities
Act of 1933, as amended (“Securities Act”), or the securities laws of any state in reliance on specific exemptions
from registration and (ii) the Shares cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently
registered under the Securities Act and under applicable securities laws of certain states, or an exemption from such registration
is available. The certificates representing the Shares will bear a restrictive legend relating to such restrictions. In addition,
Investor understands that the Company is relying on Investor’s representations and agreements for the purpose of determining
whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws.


 


4.5.           
Investment Representation. Investor is acquiring the Shares for its own account for investment and not with a view
to, or for sale in connection with, any subsequent distribution of the securities, nor with any present intention of selling or
otherwise disposing of all or any part of the Shares in violation of the Federal securities laws. Investor understands that, although
there may potentially be a public market for the Shares, there is no assurance that any such market will exist in the future.


 


4.6.           
Authority. Investor is authorized and qualified to become an investor in the Shares and the person signing this Subscription
Agreement on behalf of Investor has been duly authorized by Investor to do so.


 


5.                 
Company Representations and Warranties. The Company hereby represents and warrants to the Investor as follows:


 


5.1.           
Authority. The Company has all necessary corporate power and authority to enter into this Agreement and to consummate
the transactions contemplated hereby. All corporate action necessary to be taken by the Company to authorize the execution, delivery
and performance of this Agreement has been duly and validly taken and this Agreement has been duly executed and delivered by the
Company. Subject to the terms and conditions of this Agreement, this Agreement constitutes the valid, binding and enforceable obligation
of the Company, enforceable in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting
the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding
at law or in equity); and (ii) the applicability of the federal and state securities laws and public policy as to the enforceability
of the indemnification provisions of this Agreement. The sale by the Company of the Shares does not conflict with the third amended
and restated memorandum and articles of association of the Company or any material contract by which the Company or its property
is bound, or any federal or state laws or regulations or decree, ruling or judgment of any United States or state court applicable
to the Company or its property.


 


 



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5.2.           
Disclosure Documents. The Disclosure Documents do not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading.


 


6.                 
Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of
New York regardless of the law that might otherwise govern under applicable principles of conflicts of law thereof.


 


7.                 
Counterparts. This Subscription Agreement may be executed in one or more counterparts, each of which will
be deemed an original but all of which together will constitute one and the same instrument. The execution of this Subscription
Agreement may be by actual or facsimile signature.


 


8.                 
Benefit. Except as otherwise set forth herein, this Subscription Agreement is binding upon and inures to the
benefit of the parties hereto and their respective heirs, executors, personal representatives, successors and assigns.


 


9.                 
Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return
receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery
service providing receipted delivery, (iv) sent by telefacsimile or (v) sent by e-mail, to the following addresses or to such other
address as either party may designate by notice in accordance with this Section:


  


If to the Company:


 


Tecnoglass Inc.


Avenida Circunvalar a 100 mts
de la Via 40


Barrio Las Flores


Barranquilla, Colombia


Attn: Jose Daes


Facsimile:


Email: jdaes@energiasolarsa.com


 


If to Investor:


 


The A. Lorne Weil 2006
Irrevocable Trust –


Family Investment Trust


c/o Neuberger Berman Trust Company


919 N. Market Street, Suite 506


Wilmington, DE 19801










 


 


Notice shall be deemed given on the earlier of (i) actual receipt
by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date on which an e-mail transmission
was received by the receiving party’s on-line access provider (iv) the date reflected on a signed delivery receipt, or (vi)
two (2) business days following tender of delivery or dispatch by express mail or delivery service.


  


10.             
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.


 


 






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11.             
Oral Evidence. This Subscription Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof and supersede all prior oral and written agreements between the parties hereto with respect to the
subject matter hereof. This Subscription Agreement may not be changed, waived, discharged, or terminated orally, but rather, only
by a statement in writing signed by the party or parties against which enforcement or the change, waiver, discharge or termination
is sought.


 


 


 


 


 



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IN WITNESS WHEREOF, the undersigned have
executed this Subscription Agreement as of the 5th day of March, 2014.


 


 


 


Neuberger Berman Trust Company
of Delaware


N.A., Trustee


 


 The A. Lorne Weil 2006 Irrevocable
Trust –


Family Investment
Trust


 


 


By: /s/
William A. Hearn


Name:William
M. Hearn


Title:Senior
Vice President


Tax
ID: XX-XXXXXXX


Address:
919 N. Market Street, Suite 506


                Wilmington, DE 19801


 


 





 


AGREED AND ACCEPTED BY:


 


TECNOGLASS INC.


 


 


 


By: /s/ Jose M. Daes


 


Name:Jose M. Daes


Title: Chief Executive Officer




 


 






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