UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 21)
VOXX INTERNATIONAL CORPORATION
(Name of Issuer)
Class A Common Stock, $.01 Par Value
(Title of Class of Securities)
91829F104
(CUSIP Number)
Beat M. Kahli
c/o Avalon Park Group
3801 Avalon Park East Blvd., Suite 400
Orlando, FL 32828
(407) 658-6565
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 6, 2023
(Date
of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
| CUSIP
No. |
91829F104 |
|
Page
2 of 8 |
1 |
NAME OF REPORTING
PERSON
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON (ENTITIES ONLY) |
| |
Beat
M. Kahli
|
2 |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) |
x |
|
| |
|
(b) |
o |
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
(SEE INSTRUCTIONS) |
| |
WC |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |
o |
|
6 |
CITIZENSHIP OR
PLACE OF ORGANIZATION |
| Switzerland |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER |
| |
4,706,250
(1)
|
8 |
SHARED VOTING POWER |
| |
0 |
9 |
SOLE DISPOSITIVE
POWER |
| |
4,706,250
(1)
|
10 |
SHARED DISPOSITIVE
POWER |
| |
0 |
11 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
4,706,250
(1)
|
12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS) |
x |
|
| |
(SEE
INSTRUCTIONS) |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
22.9% (2) |
14 |
TYPE OF REPORTING PERSON |
| |
IN |
| (1) | Beat M. Kahli beneficially owns 598,750 shares of Voxx International
Corporation (the “Issuer”) Class A Common Stock (“Class A Shares”)
through Avalon Park International, LLC, a limited liability company solely controlled by
Mr. Kahli, 4,102,500 Class A Shares through Avalon Park Group Holding AG (“Avalon Holding”),
a company formerly known as Kahli Holding AG, of which Mr. Kahli is the controlling shareholder.
Jill Kahli, the wife of Mr. Kahli, is the only other shareholder of Avalon Holding, and 5,000
Class A Shares directly. |
| (2) | Based on 20,576,075 Class A Shares issued and outstanding as
of July 6, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q for the
quarter ended May 31, 2023. |
SCHEDULE 13D
| CUSIP
No. |
91829F104 |
|
Page
3 of 8 |
1 |
NAME OF REPORTING
PERSON
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON (ENTITIES ONLY) 84-3730393 |
| |
Avalon
Park International, LLC
|
2 |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) |
x |
|
| |
|
(b) |
o |
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
(SEE INSTRUCTIONS) |
| |
WC |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |
o |
|
6 |
CITIZENSHIP OR
PLACE OF ORGANIZATION |
| State
of Florida |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER |
| |
598,750 (1) |
8 |
SHARED VOTING POWER |
| |
0 |
9 |
SOLE DISPOSITIVE
POWER |
| |
598,750 (1) |
10 |
SHARED DISPOSITIVE
POWER |
| |
0 |
11 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
598,750
(1) |
12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS) |
o |
|
| |
(SEE
INSTRUCTIONS) |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
2.9%
(2) |
14 |
TYPE OF REPORTING PERSON |
| |
OO |
| (1) | Avalon Park International, LLC (“Avalon Park”) holds
598,750 shares of Voxx International Corporation (the “Issuer”) Class A Common
Stock (the “Class A Shares”). All of the Class A Shares held by Avalon Park may
be deemed to be beneficially owned by Beat M. Kahli as the sole manager and controlling member
of Avalon Park. |
| (2) | Based on 20,576,075 Class A Shares issued and outstanding as
of July 6, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q for the
quarter ended May 31, 2023. |
SCHEDULE 13D
| CUSIP
No. |
91829F104 |
|
Page
4 of 8 |
1 |
NAME OF REPORTING
PERSON
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON (ENTITIES ONLY) None |
| |
Avalon
Park Group Holding AG
|
2 |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) |
x |
|
| |
|
(b) |
o |
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
(SEE INSTRUCTIONS) |
| |
WC |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |
o |
|
6 |
CITIZENSHIP OR
PLACE OF ORGANIZATION |
| Switzerland |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER |
| |
4,102,500
(1)
|
8 |
SHARED VOTING POWER |
| |
0 |
9 |
SOLE DISPOSITIVE
POWER |
| |
4,102,500
(1)
|
10 |
SHARED DISPOSITIVE
POWER |
| |
0 |
11 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
4,102,500
(1)
|
12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS) |
x |
|
| |
(SEE
INSTRUCTIONS) |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
19.9%
(2) |
14 |
TYPE OF REPORTING PERSON |
| |
CO |
| (1) | Avalon Park Group Holding AG, a company formerly known as Kahli
Holding AG (“Avalon Holding”), holds 4,102,500 shares of Voxx International Corporation
(the “Issuer”) Class A Common Stock (the “Class A Shares”). All of
the Class A Shares held by Avalon Holding may be deemed to be beneficially owned by Beat
M. Kahli as the controlling shareholder of Avalon Holding. Jill Kahli, wife of Mr. Kahli,
is the only other shareholder of Avalon Holding. |
| (2) | Based on 20,576,075 Class A Shares issued and outstanding as
of July 6, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q for the
quarter ended May 31, 2023. |
Introduction
This
constitutes Amendment No. 21 to the statement on Schedule 13D filed on behalf of Beat M.
Kahli, Avalon Park International, LLC and Kahli Holding AG, now known as Avalon Park Group
Holding AG, dated as of April 13, 2020 (the “Statement”), relating to the Class
A Common Stock, $0.01 par value per share (“Class A Shares”), of Voxx International
Corporation. The purpose of this Amendment No. 21 is to report a decrease in the number of
Class A Shares held by the Reporting Persons.
Item 1. Security and Issuer
The Statement on Schedule 13D relates to the Class A Common Stock
of Voxx International Corporation (the "Issuer"). The principle offices of the Issuer are located at 2351 J Lawson Blvd., Orlando,
FL 32824.
Item 2. Identity and Background.
| a) | This statement is being filed jointly by Beat M. Kahli, Avalon
Park International, LLC (“Avalon Park”), a limited liability company organized
under the laws of the State of Florida, and Avalon Park Group Holding AG (“Avalon Holding”),
a company organized under the laws of Switzerland formerly known as Kahli Holding AG (collectively,
the “Reporting Persons”). |
| b) | The business addresses of the Reporting Persons are: |
| Mr. Kahli: |
|
3801 Avalon Park East Blvd., Suite 400,
Orlando, FL 32828 |
| Avalon Park: |
|
3801 Avalon Park East Blvd., Suite 400, Orlando, FL 32828 |
| Avalon Holding: |
|
Riesbachstrasse 57, 8008 Zurich-Switzerland |
| c) | Mr. Kahli, a natural person, is the founder, President and CEO
of Avalon Park Group; is the sole manager and controlling member of Avalon Park; and is the
controlling shareholder of Avalon Holding. Mr. Kahli has been a director of the Issuer since
he was elected on July 29, 2021. On July 19, 2022, Mr. Kahli was appointed as a Co-Vice Chairman
of the Board of the Issuer and on February 6, 2023, Mr. Kahli was elected as President of
the Issuer. |
Avalon Park is a limited liability company organized under
the laws of the State of Florida. Avalon Park is a private investment entity that seeks appreciation of its assets for the benefit of
its owners.
Avalon Holding is a company organized under the laws of Switzerland formerly
known as Kahli Holding AG. Avalon Holding is a private investment entity that seeks appreciation of its assets for the benefit of its
owners. Kahli Holding AG changed its name to Avalon Park Group Holding AG.
| d) | Nothing to report for any of the Reporting Persons. |
| e) | Nothing to report for any of the Reporting Persons. |
| f) | Mr. Kahli is a citizen of Switzerland. |
Item 3. Source and Amount of Funds or Other Considerations
Mr.
Kahli holds 598,750 Class A Shares through Avalon Park and 4,102,500 Class A Shares through
Avalon Holding. All of these Class A Shares were purchased using funds from the working capital
of Avalon Park and Avalon Holding. Neither Avalon Park nor Avalon Holding purchased any Class
A Shares using borrowed funds. In addition, Mr. Kahli holds 5,000 Class A Shares directly
which were granted to him by the Issuer pursuant to the Employment Agreement dated February
6, 2023 between the Issuer and Mr. Kahli.
Item 4. Purpose of Transaction
The Reporting Persons acquired the Class A Shares for investment purposes.
The Reporting Persons will continue to evaluate their investment in the Class A Shares and may further purchase, hold, vote, trade, dispose
or otherwise deal in the Class A Shares, or enter into any hedging or similar transaction with respect to, the Class A Shares, at times
and in such manner as they may deem advisable. Any such transactions, if they occur at all, may take place at any time and without prior
notice. As part of their evaluation, the Reporting Persons will continue to monitor and assess the Issuer’s assets, liabilities,
capital structure, operating performance, business prospects, market valuation and other related matters, as well as prevailing market
conditions, alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment considerations.
Consistent with their evaluation criteria, the Reporting Persons may discuss such matters with management or directors of the Issuer,
other shareholders, industry analysts, industry participants, investment and financing professionals, sources of credit and other investors.
The Reporting Persons may also take other actions with respect to their respective investment in the Issuer as they deem appropriate,
including, without limitation, seeking board representation, making proposals to the Issuer concerning changes to the operations, strategy,
capitalization, governance or ownership structure of the Issuer, or changing their intentions with respect to any and all matters referred
to in this Item 4. Notwithstanding anything to the contrary herein, the Reporting Persons specifically reserve the right to change their
intentions with respect to any or all of such matters.
Except as set forth herein, the Reporting Persons have no current
intention, plan or proposal with respect to items (a) through (j) of Schedule 13D.
On April 29, 2021, GalvanEyes LLC (“GalvanEyes”), an affiliate of the
Reporting Persons of which Beat Kahli serves as a Managing Member and holds a controlling membership interest, entered into a distribution
agreement (the “Distribution Agreement”) with EyeLock LLC (“Eyelock”), a subsidiary of the Issuer. The effectiveness
of the Distribution Agreement was subject to the satisfaction of certain closing conditions including the approval of the Issuer’s
stockholders, which approval was obtained at the Issuer’s annual meeting of shareholders held on July 29, 2021. Pursuant to the
Distribution Agreement, EyeLock granted to GalvanEyes the right to be the exclusive distributor of EyeLock products in certain specified
markets and other markets with EyeLock’s consent.
Mr. Kahli has been a director of the Issuer since he was elected at the Issuer’s
annual meeting of shareholders held on July 29, 2021. On July 19, 2022, Mr. Kahli was appointed as a Co-Vice Chairman of the Board of
the Issuer.
On February 6, 2023, Mr. Kahli entered into an employment agreement
with the Issuer, through February 29, 2024, to perform the duties and responsibilities of President of the Issuer.
On October 4, 2023, a Stock Purchase Agreement was signed between
the Reporting Persons, as Sellers, and Gentex Corporation (NASDAQ: GNTX), as Buyer, to sell 50% of the Reporting Persons ownership stake
in the Issuer. The first tranche of 1.57 million Class A Shares closed on Friday, October 6, 2023 at $10.00 per share, representing a 32.5% premium
to the Issuer’s current share price as of market close on October 5, 2023. The second tranche of 1.57 million Class A Shares is
scheduled to close on January 5, 2024 and the stock price will be based on a formula in the Stock Purchase Agreement at (a) a 25%
premium if the volume weighted average price (“VWAP”) for the 20 days prior to the closing is between $7.00 and $8.00; or
(b) if the 20 day VWAP is at least $8.00 but less than $10.00, the purchase price will be $10.00 per share; or (c) if the 20 day VWAP
is greater than $10.00, the purchase price will be the market price. In taking on the executive role of President with the Issuer, one
of Mr. Kahli’s primary focus areas was building strategic partnerships, and currently, the Issuer and Gentex are collaborating
in both the Automotive and Biometrics industries. The decision to sell a portion of the Reporting Persons holdings was about creating
value for the Issuer and all of its shareholders.
Item 5. Interest in Securities of the Issuer
| a) | See items 11 and 13 of the cover pages to this Schedule 13D for
the aggregate number of shares and percentage of Class A Shares beneficially owned by each
of the Reporting Persons as of October 10, 2023. |
| b) | See items 7 through 10 of the cover pages to this Schedule 13D
for the number of Class A Shares beneficially owned by each of the Reporting Persons as to
which there is sole power to vote or to direct the vote, shared power to vote or to direct
the vote and sole or shared power to dispose or to direct the disposition as of October 10,
2023.. |
| c) | During the period August 11, 2023 through October 10, 2023, the
Reporting Persons have affected the following sales of Class A Shares: |
| Purchaser |
Trade
Date |
Amount of Shares |
Price per Share |
Where/How Effected |
| Avalon
Park Group Holding AG |
10/06/2023 |
1,367,500 |
$10.00 |
Private Transaction |
| Avalon
Park International, LLC |
10/06/2023 |
201,250 |
$10.00 |
Private Transaction |
| d) | No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of, such Class
A Shares. |
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
The individuals named below are employees and/or affiliates of the
Reporting Persons and hold the number of Class A Shares set forth opposite their respective names.
| Andreas Derzsi: |
2,600 Class A Shares |
| Augustine M. Fragala, III: |
30,000 Class A Shares |
| Richard Kunz: |
34,890 Class A Shares |
The Reporting Persons disclaim beneficial ownership of all Class A
Shares held by such individuals.
Avalon
Park Group Management, Inc., Avalon Park International LLC and Avalon Park Group Holding
AG (formerly known as Kahli Holding AG), affiliates of Beat M. Kahli (collectively, “Avalon”)
entered into a Standstill Agreement, dated November 2, 2020, with the Issuer on customary
terms, pursuant to which, among other customary provisions, Avalon agreed not to (a) purchase,
offer or agree to purchase, sell, offer or agree to sell or trade in any outstanding equity
securities of the Issuer or any rights or options to purchase any such securities, whether
by direct purchase, merger or otherwise; or (b) form, join or in any way participate in a
group in connection with any of the foregoing. The foregoing description of the Standstill
Agreement is qualified in its entirety by reference to such agreement filed as an Exhibit
to this Statement as set forth in Item 7. Material to be Filed as Exhibits. The Standstill
Agreement terminated on April 15, 2021.
Item 7. Material to Be Filed as Exhibits
| 99.2 | Standstill
Agreement, made and entered into as of November 2, 2020, by and among Voxx International
Corporation and Avalon Park Group Management, Inc., Avalon Park International, LLC and Kahli
Holding AG, as filed with Amendment No. 11 to the Statement on November 3, 2020. |
| | | |
| 99.3 | Stock Purchase Agreement, dated as of October 4, 2023, by and among Avalon Park Group Holding AG, Avalon Park International, LLC and Gentex Corporation, filed herewith. |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
Dated: October 10, 2023
| /s/ Beat M. Kahli |
|
| Beat M. Kahli |
|
| |
|
| AVALON PARK INTERNATIONAL, LLC |
|
| |
|
| |
|
| By: |
/s/ Beat M. Kahli |
|
| Beat M. Kahli, President |
|
| |
|
| AVALON PARK GROUP HOLDING AG |
|
| |
|
| |
|
| By: |
/s/ Beat M. Kahli |
|
| Beat M. Kahli, President |
|
Exhibit 99.3
t < t STOCK PURCHASE AGREEMENT This Stock Purchase
Agreement (this “Agreement”) is made as of October 4, 2023, by and among Gentex Corporation (the “Purchaser”),
and the entities identified on Schedule 2 (each, a “Sill:er” and collectively, the “ik:rs”). WHEREAS, the
Sellers wish to transfer, assign, sell, convey and deliver to the Purchaser, and the Purchaser wishes to purchase from the Sellers, an
aggregate of up to 3,137,500 shares (the “Shares”) of Class A Common Stock, $0.01 par value per share (the “Class A
Common Stock”), of VOXX International Corporation (the “Company”) in two tranches, in the amounts, at the prices, on
the dates and on the terms and subject to the conditions set forth in this Agreement (the “Offerings”); and NOW, THEREFORE,
in consideration of the mutual covenants and agreements herein set forth, and for good and valuable consideration, the Purchaser and
each Seller, severally and not jointly, agree as follows: 1. Purchase and Sale of the Shares. (a) At the closing of the Offering of the
Shares listed under “Tranche 1” of Schedule 2 (“Tranche l Shares” and such closing, the “Tranche 1 Closing”),
and subject to the terms and conditions hereof, each of the Sellers, severally and not jointly, will transfer, assign, sell, convey and
deliver to the Purchaser, the number of Shares set forth opposite such Seller’s name in the table entitled “Tranche 1”
in Schedule 2, and the Purchaser will purchase from the Sellers the number of Shares set forth opposite the Purchaser’s name in
the table entitled “Tranche 1” in Schedule 1. In connection with such transfer", each of the Sellers will deliver the
Tranche 1 Shares to be sold by it to the Purchaser (as provided in Section 21 at below). In exchange for the transfer of the Tranche
l Shares, the Purchaser will pay each Seller the aggregate amount obtained by multiplying the Tranche 1 Shares by the Tranche l Share
Purchase Price (as defined in Schedule 1) (the “Tranche 1 Purchase Consideration”). (b) At the closing of the Offering
of the Shares listed under “Tranche 2” of Schedule 2 (“Tranche 2 Shares” and such closing, the “Tranche
2 Closing” and with the Tranche l Closing, each an “Offering Closing”), and subject to the terms and conditions hereof,
each of the Sellers, severally and not jointly, will transfer, assign, sell, convey and deliver to the Purchaser, the number of Shares
set folth opposite such Seller’s name in the table entitled “Tranche 2” in Schedule 2, and the Purchaser will purchase
from the Sellers the number of Shares set forth opposite the Purchaser’s name in the table entitled “Tranche 2” in
Schedule 1. In connection with such transfer, each of the Sellers will deliver the Tranche 2 Shares to be sold by it to the Purchaser
(as provided in Section 2(a) below). In exchange for the transfer of the Tranche 2 Shares, the Purchaser will pay each Seller the aggregate
amount obtained by multiplying the Tranche 2 Shares by the Tranche 2 Share Purchase Price (as defined in Schedule 1) (the “Tranche
2 Purchase Consideration” and, together with the Tranche l Purchase Consideration, the “Purchase ”)- l38827006_3 5
1 3 l s t 1 1 (c) Subject to the satisfaction or waiver of the conditions set forth in Section 5 below (other than conditions that by
their nature are to be satisfied at the applicable Offering Closing, but subject to the satisfaction or waiver of those conditions
at such time), (i) the Tranche 1 Closing shall occur on October 6, 2023 (the “Tranche 1 Settlement Date”) and (ii) the Tranche
2 Closing shall occur on or about
January 5, 2024 (the “Tranche 2
Settlement Date” and, together witl1 the Tranche 1 Settlement Date, the “Settlement Dates”). 2. Deliveries at Closing.
(a) At the Tranche 1 Closing, each Seller shall, severally and not jointly, transfer or cause to be transferred to the Purchaser the
number of Shares set forth opposite such Seller’s name in the table entitled “Tranche 1” in Schedule 2 in electronic
form via book-entry record through the Transfer Agent. (b) At the Tranche 1 Closing, the Purchaser shall deliver or cause to be delivered
to each Seller the Tranche 1 Purchase Consideration set forth opposite such Seller’s name in the table entitled “Tranche
1” in Schedule 2 by transfer of immediately available funds to the accounts designated by the Sellers. (c) At the Tranche 2 Closing,
each Seller shall, severally and not jointly, transfer or cause to be transferred to the Purchaser the number of Shares set forth opposite
such Seller’s name in the table entitled “Tranche 2” in Schedule 2 in electronic form via book-entry record through
the Transfer Agent. (d) At the Tranche 2 Closing, the Purchaser shall deliver or cause to be delivered to each Seller the Tranche 2 Purchase
Consideration set forth opposite such Seller’s name under the table entitled “Tranche 2” in Schedule 2 by transfer
of immediately available funds to the accounts designated by the Sellers. 3. Purchaser Representations. In purchasing the Shares, the
Purchaser acknowledges, represents and warrants to the Sellers on the date hereof and on each Settlement Date that: (a) The Purchaser
is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The Purchaser
has requisite right, power, capacity and authority to enter into, execute, deliver and perform this Agreement. (b) This Agreement has
been duly authorized by the Purchaser, has been duly executed and delivered by the Purchaser and constitutes the legal, valid and binding
obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except to the extent that enforcement thereof
may be limited by bankruptcy, -2- 138827006_3 » E z E 2 insolvency, reorganization or other laws affecting enforcement of creditors’
rights or by general equitable principles. (c) The purchase of the Shares by the Purchaser hereunder will not conflict with, result
in a breach or violation of, or constitute a default under, (i) any law applicable to the Purchaser, (ii) the charter documents of the
Purchaser or (m) the terms of any indenture or other agreement or instrument to which the Purchaser is a party or bound, or any judgment,
order or decree applicable to the Purchaser of any court, regulatory body, administrative agency, governmental body or arbitrator having
jurisdiction over the Purchaser, except in the cases of (i) and (m), for any such conflict, breach, violation or default that would
not materially and adversely affect the purchase of the Shares and the consummation of the transactions contemplated herein. (d) No consent,
approval, authorization or order of, or filing by the Purchaser with, any court, governmental agency
or body or stock exchange is required
for the consummation by the Purchaser of its purchase of the Shares hereunder. (e) The Purchaser has sufficient cash on hand or
other sources of immediately available funds to enable it to make payment of the Purchase Consideration and consummate the transactions
contemplated by this Agreement. (f) The Purchaser is a sophisticated investor and has such knowledge in financial and business affairs
as to be capable of evaluating the merits and risks of its investment in the Company and is able to bear the economic risk of loss of
its investment in the Company. The Purchaser acknowledges that the Sellers and their officers, advisors, counsel and other representatives
may possess non-public information regarding the Company not known to the Purchaser that the Purchaser may deem material to its decision
to purchase the Shares and the Purchaser hereby waives any claim, or potential claim, it has or may have against any Seller and its officers,
advisors and counsel relating to their possession of material non-public information. Except for the express representations and warranties
contained in this Agreement, neither the Sellers, nor any of their respective affiliates, attorneys, accountants and financial and
other advisors, has made any representations or warranties to the Purchaser. (g) The Purchaser has no arrangement with any person, directly
or indirectly, to participate in the distribution of the Shares. 4. Seller Representations. Each Seller, severally and not jointly, acknowledges,
represents and warrants to the Purchaser on the date hereof and on each Settlement Date that: (a) Such Seller is an entity duly organized
and validly existing under the laws of its jurisdiction of organization. Such Seller has requisite right, power, capacity and authority
to enter into, execute, deliver and perform this Agreement. -3- l38827006_3 (b) This Agreement has been duly authorized, executed and
delivered by such Seller and constitutes the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance
with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws
affecting enforcement of creditors’ rights or by general equitable principles. (c) Such Seller is the record and beneficial
owner of the Shares to be sold by it in the Offering, and upon the applicable Offering Closing will transfer to the Purchaser good and
marketable title to, or a valid “security entitlement” within the meaning of Section 8~50l of the New York Uniform Commercial
Code in respect of, all such Shares, free and clear of any liens, claims, security interests, restrictions, options or other encumbrances
of any kind, other than transfer restrictions under federal and state securities laws. Such Seller has not granted any option of any
sort with respect to such Shares or any right to acquire such Shares or any interest therein other than to the Purchaser under this Agreement.
(d) The transfer of the Shares to be sold by such Seller in the Offering will not conflict with, result in a breach or violation
of, or constitute a default under, (i) any law applicable to such Seller or, (ii) the limited partnership agreement, general partnership
agreement or other organizational document, as applicable, of such Seller or (m) the terms of any indenture or other agreement or instrument
to which such Seller is a patty or bound, or any judgment, order or decree applicable to such Seller of any court, regulatory body, administrative
agency, governmental body or
arbitrator having jurisdiction over such
Seller, except in the cases of (i) and (m), for any such conflict, breach, violation or default that would not materially and adversely
affect the sale of the Shares and the consummation of the transactions contemplated herein. (e) No consent, approval, authorization or
order of, or filing by such Seller with, any court, governmental agency or body or stock exchange is required for the consummation
by such Seller of the sale of the Shares to be sold by such Seller in the Offering, except as may be required by applicable securities
laws in connection with the offer and sale of the Shares. (f) Such Seller has not engaged any investment banker, broker, or finder in
connection with the Offering, and no broker’s or similar fee is payable by such Seller or any of its affiliates in connection with
the transfer of the Shares owned by such Seller hereunder. " (g) Except for the express representations and warranties contained
in this Agreement, neither the Purchaser, nor any of its affiliates, attorneys, accountants and financial and other advisors,
has made any representations or warranties to such Seller. 5. Conditions Precedent to Obligations of the Sellers and Purchaser. -4- 138827006
3 K i 1 (a) The obligations of the Purchaser are subject to the satisfaction of the conditions precedent that (i) the representations
and warranties of the Sellers contained herein shall be true and correct as of the date hereof and the applicable Settlement Date (including
as if made both on the date hereof and on such Settlement Date), (ii) the Sellers shall have complied with all of their covenants and
agreements contained in this Agreement to be performed on or prior to the applicable Settlement Date, (m) no order shall have been entered
by or with any governmental authority or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the
sale by the Sellers or the purchase by the Purchaser, of the Shares, and (iv) the volume weighted average closing price per share of
Class A Common Stock on The Nasdaq Stock Market LLC during the 20 trading day period ending on the last trading day immediately prior
to the applicable Settlement Date (the “Z0-day VWAP”) as of the applicable Settlement Date is at least $7.00. (b) The obligations
of the Sellers are subject to the satisfaction of the conditions precedent that (i) the representations and warranties of the Purchaser
contained herein shall be true and correct as of the date hereof and the applicable Settlement Date (including as if made both on the
date hereof and on such Settlement Date), (ii) the Purchaser shall have complied with all of its covenants and agreements contained in
this Agreement to be performed on or prior to the applicable Settlement Date, and (m) no order shall have been entered by or with any
governmental authority or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the sale by the Sellers
or the purchase by the Purchaser, of the Shares. 6. Termination. (a) Notwithstanding any provision in this Agreement to the contrary,
this Agreement may be terminated and abandoned at any time prior to the Tranche 2 Closing with respect to the applicable parties as follows:
i. by written agreement of the Purchaser, on the one hand, and one or more Sellers, on the other hand, which termination shall be effective
as between or among the Purchaser and such Seller(s); or ii. by the Purchaser or any of the Sellers (but only with respect to such terminating
Seller’s rights and obligations hereunder) if there
shall be any law that makes consummation
of the transactions contemplated by this Agreement illegal or otherwise prohibited, or if any judgment, injunction, order or decree of
a competent govemmental authority enjoining the Company or such Seller from consummating the transactions contemplated by this Agreement
shall have been entered and such judgment, injunction, order or decree shall have become final and nonappealable; provided that
the party seeking to terminate this Agreement pursuant to this Section 6(a)(ii) shall have used its commercially reasonable efforts to
render inapplicable such law or regulation or remove such judgment, injunction, order or decree prior to such termination. -5- l38827006_3
Z E E E (b) In the event of termination and abandonment by the Purchaser or any Seller pursuant to Section 61a), written notice thereof
specifying the provision of this Agreement pursuant to which such termination is effected, shall forthwith be given to the other parties
hereto, and, solely with respect to a termination by the Purchaser or all of the Sellers, this Agreement shall terminate, and the subscription
for the Shares hereunder shall be abandoned. For the avoidance of doubt, a termination by any Seller shall only terminate the rights
and obligations of such Seller hereunder and shall not affect the rights and obligations of the other parties hereto. The parties acknowledge
that the failure by any one Seller to consummate the subscription for such Seller’s Shares shall not affect or modify the obligations
of the Purchaser or the other Sellers to consummate the transactions contemplated hereby. (c) In the event of any termination of this
Agreement as provided in Section 6§a[ by the Purchaser or all of the Sellers, this Agreement, except for the provisions of this
Section 6(0) and Section 7 below, shall terminate and become void and have no effect, without any liability on the part of any party
or its directors, officers or stockholders with respect thereto. Notwithstanding the foregoing, nothing in this Section 6t ct shall relieve
any party to this Agreement of liability for fraud or any material breach of any covenant or agreement set forth in this Agreement. (d)
In the event that Purchaser is not required to purchase Tranche 2 Shares on the Tranche 2 Settlement Date pursuant to the terms of this
Agreement, Purchaser’s obligations to purchase Shares hereunder shall automatically terminate. 7. Miscellaneous. (a) This Agreement
constitutes the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersedes any and
all prior agreements related to the subject matter hereof. This Agreement is executed without reliance upon any promise, warranty or
representation by any party or any representative of any party other than those expressly contained herein. The respective agreements,
representations, warranties and other statements of the Purchaser and the Sellers, as set forth in this Agreement, shall remain in full
force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the Purchaser
or the
Sellers or any of their respective officers,
directors or affiliates, and shall survive delivery of and payment for the Shares. This Agreement may not be assigned by any party
without the written consent of the other parties and any such assigmnent without such written consent shall be void. (b) Each party shall
keep this Agreement and the terms and conditions hereof strictly confidential and shall not disclose them to any third party, provided
each Party shall be permitted to disclose this Agreement or such information hereunder as is reasonably required to be disclosed in confidence
to its directors, officers, employees, affiliates, owners, counsel, accountants, lenders and advisors (provided, further, however,
-6- l38827006 3 that such party shall be responsible for any breach of the terms hereof by any such persons) or as otherwise required
pursuant to any applicable law, rule or regulation, including those of the U.S. Securities Exchange Commission. Notwithstanding the foregoing,
the parties and their respective affiliates shall be permitted to disclose such information regarding the transactions contemplated hereunder
in customary confidential communications or disclosures with their current or future limited partners or prospective investors.
(c) If any change in the Class A Common Stock shall occur between the date hereof and immediately prior to an Offering Closing by reason
of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment
of shares, or any stock dividend, the number of Shares and the Purchase Consideration shall be appropriately adjusted to reflect
such change. (d) This Agreement may be amended only by written agreement between the parties hereto. (e) Each party agrees to execute
any additional documents and to take any further action as may be necessary or desirable in order to implement the transactions contemplated
by this Agreement. (i) This Agreement shall be governed by and construed under the domestic, substantive laws of the State of New York
(without giving effect to any conflict of law or other aspect of New York law that might result in the application of any law other
than that of the State of New York). (g) This Agreement may be executed (and delivered via email or other electronic transmission) in
one or more counterparts, each of which constitutes an original (including counterparts delivered by email or other electronic transmission)
and is admissible in evidence, and all of which constitute one and the same agreement. (h) Each party shall bear its own expenses incurred
in connection with this Agreement and the consummation of the transactions
contemplated hereby. [Remainder of Page
Intentionally Lefi Blank] _7_ 133821006; IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
set forth above. l38827006_3 Hlelwswr GENTEX CORPORATION Name: Steve Downmg Title: President and Chief Execrme Officer IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. Sellers: Avalon Park International
LLC By. Z Name: ;§'9»{/C, Title! /9@»(> xi“/<9 10¢») Avalon Park Group Holding AG Name: /@6312’
4»~9/;1c/ Title: Q",9,§/,§>,§)L,u -9- l38827006_3 > 1 I I i E < 1 Schedule l Tranche l Number of
Tranche Purchaser 1 Shares to be Purchased Tranche 1 Share Purchase Price Gentex Corporation Up to 1,570,000 Shares Tax ID: 38-2030505
If the 20-day VWAP as of the Tranche l Settlement Date is (i) greater than $7.00 per share of Class A Common Stock, but less than $10.00
per share of Class A Common Stock, the Tranche 1 Purchase Consideration shall be $10.00 per share or (ii) at least $10.00 per share of
Class A Common Stock, the Tranche 1 Purchase Consideration shall be the market price as of Class A Common Stock as of the Tranche 1 Settlement
Date (such price, the “ ”)- Tranche 2 Purchaser 2 Shares to be Purchased Number of Tranche Tranche 2 Share Purchase Price
Gentex Corporation 3,137,500 less Tranche 1 Shares Tax ID: purchased 38—2030505 If the 20-day VWAP as of the Tranche 2 Settlement
Date is (i) greater" than $7.00 per share of Class A Common Stock but less than $8.00 per share of Class A Common Stock, the Tranche
2 Purchase Consideration shall be at a 25% premium of such 20-day VWAP, (ii) at least $8.00 per share of Class A Common Stock but less
than $10.00 per share of Class A Common Stock, the Tranche 1 Purchase Consideration shall be $10.00 per share or (m) at least $10.00
per share of Class A Common Stock, the Tranche 2 Purchase Consideration shall be the market price as of Class A Common Stock as of the
Tranche 2 Settlement Date (such price, the “Tranche 2 Share ”)- -10- l38827006_3 > z I I | l . < r < 1 l S Schedule
2 Tranche 1 Seller Tranche 1 Shares Tranche 1 Share Purchase Price Avalon Park Up to 201,250 The Tranche 1 Share Puichase Pnce International
LLC Shares Avalon Park Group Up to 1,367,500 Holding AG Shares Tranche 2 Seller International LLC Tranche 2 Shares Tranche 1 Shares purchased
Avalon Park Holding Group AG 2,735,000 Shares less Tranche 1 Shares purchased l388Z7006_3 l Tlanche 2 Shale Purchase P1166 Avalon Park
402,500 Shares less The Tranche 2 Share Purchase Price
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