TECNOGLASS INC. (NASDAQ:TGLS) Files An 8-K Amendment to Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics

Item 5.05 Amendments to the Registrants Code of Ethics, or Waiver
of a Provision of the Code of Ethics.

On December 20, 2016, to that certain Additional Shares Escrow
Agreement (the Escrow Agreement), dated December 20, 2013, by and
among Tecnoglass Inc. (the Company), Continental Stock Transfer
Trust Company, as escrow agent (the Escrow Agent), and certain
other parties entered into in connection with the Companys
December 2013 business combination (the Business Combination),
the Company notified the Escrow Agent that the earnout target for
the fiscal year ending December 31, 2016 (requiring the Company
to achieve earnings before interest, taxes, depreciation and
amortization (EBITDA) in such period of between $40 million and
$45 million) had been met in full notwithstanding the fact that
the audit of such period had not yet been completed. Through
November 30, 2016, the Company had achieved an EBITDA
substantially higher than the required EBITDA to release the
shares. As a result, the Company instructed the Escrow Agent to
release the remaining 1,500,000 ordinary shares of the Company
held in escrow to Energy Holding Corp., the former stockholder of
Tecnoglass prior to the Business Combination and an affiliate of
Jose M. Daes, the Companys Chief Executive Officer, and Christian
T. Daes, the Companys Chief Operating Officer.

The release of the shares under the Escrow Agreement prior to
December 31, 2016 will result in the reclassification of the
earnout share liability to equity, once adjusted to fair value at
the date of the release. In conjunction with the release of the
shares, the Escrow Agreement has been terminated.

Energy Holding Corp. has agreed that if, in connection with the
audit of the Companys financial statements for the fiscal year
ending December 31, 2016, it is determined that an audit closing
adjustment was necessary reducing the Companys EBITDA below the
required amount, it will return for cancellation all or a part of
the 1,500,000 shares it received as originally provided for in
the Escrow Agreement.

On December 20, 2016, in connection with the foregoing, the
Companys Board of Directors granted an exception under the
Companys Code of Ethics in order to permit the foregoing early
release of shares from escrow.

Item 8.01 Other Events.

On December 20, 2016, the Company’s warrants, each to purchase
one ordinary share of the Company, expired by their terms. There
were 1,275,823 warrants outstanding as of September 30, 2016
following completion of the Company’s September 2016 warrant
exchange. Of such amount, 1,159,636 warrants were exercised prior
to the expiration of the warrants, resulting in 372,012 ordinary
shares being issued, with the remaining unexercised warrants
expiring by their terms. The warrant liability associated with
the warrants will be reclassified into equity once adjusted to
fair value at the date of expiration.

About TECNOGLASS INC. (NASDAQ:TGLS)



TECNOGLASS INC. (NASDAQ:TGLS) Recent Trading Information

TECNOGLASS INC. (NASDAQ:TGLS) closed its last trading session down -0.06 at 11.70 with 23,178 shares trading hands.