Services and Fees. TopTech will provide Services to the Customer as set forth in the Service Document.
The Service Document, including any Exhibits, shall constitute the entire agreement between the parties (the “Agreement”).
This Agreement shall govern all Services provided by TopTech unless notified by separate written agreement executed by
TopTech. In the event of a conflict between the terms of the Service Document and related Addendums and these General
Terms and Conditions, the terms of the applicable Service Document and related Addendums shall control.

TopTech rejects the inclusion of any different or additional terms proposed by the Customer unless signed by TopTech. By executing this Agreement, Customer agrees to (i) comply with all terms of the Agreement and any Exhibits or Service Documents thereto; (ii) comply with these General Terms and Conditions; (iii) pay such fees as may be noticed and modified by TopTech in accordance with the Service Document; and (iv) pay to TopTech the gross amount charged by any Service Provider of Vehicle Services under this Agreement. TopTech shall use commercially reasonable efforts to provide the Services 24/7; however, Customer acknowledges that no service can be provided with 100% continuous uptime, and reasonable interruptions shall not constitute breach of this Agreement.

Service Document. Customer may procure additional Services from TopTech by executing additional
documents describing such Services and related terms (each a “Service Document”) to be governed by this Agreement from
time to time. A Service Document may cover one or more Services. Each Service Document shall at all times be subject to
the terms and conditions of this Agreement, each applicable Exhibit, all applicable Amendments, as applicable.
Payment of Service Providers. Upon completion of any vehicle services (the “Vehicle Services ”) by a
Service Provider, TopTech will pay Service Provider invoices for said Vehicle Services, except such Service Provider
invoices charged to the Customer’s national accounts and except when it is known by TopTech at the time of the completion
of the Vehicle Services that the Service Provider is being paid directly by the Customer.

Customer acknowledges and consents to TopTech receiving and retaining various discounts and rebates from Service Providers, which may include but not be limited to early-pay discounts negotiated under TopTech’s Service Provider specific purchasing arrangements. Such discounts offset (i) TopTech’s administrative cost; (ii) the cost to guarantee payment to the Service Provider; and (iii) and the cost of money for early payment and other costs. Notwithstanding the above, TopTech reserves the right to not pay a Service Provider on behalf of the Customer and to demand payment before any Vehicle Services are performed.

Payment and Terms. TopTech will invoice Customer for the total of (i) the TopTech fees as set forth in the
Service Document (ii) the gross amount of the Service Provider(s) invoices associated with the Services; and (iii) TopTech
any applicable late fee. Customer agrees to pay said invoice within 15 days from invoice date. In the event payment is not
made within 15 days from invoice date, TopTech may assess a late fee in accordance with this Section. TopTech will make
reasonable efforts to comply with Customer’s pre-invoicing authorization requirements. However, if TopTech has not
received such authorization by the tenth (10th) calendar following TopTech’s request, Customer agrees to accept and pay
TopTech’s invoice without such authorization. Failure to make timely payment for any product or service acquired from
TopTech shall constitute a material breach of this Agreement, for which (in addition to other available remedies) TopTech
may suspend performance under this Agreement, or under any other agreements entered into by the Parties, until all past
due amounts are brought current. In the event of a breach by Customer of Customer’s payment obligations in this
Agreement, payments will first be applied to accrued interest and collection agency/attorney’s fees. A $25 charge will be
assessed for non-sufficient funds checks. Customer shall also reimburse TopTech for all reasonable out-of-pocket expenses
incurred in connection with the performance of the Services. TopTech shall be entitled to suspend Services for undisputed
delinquent amounts not paid within ten (10) days following Customer’s receipt of written notice thereof, and to terminate
this Agreement for uncured breaches in accordance with Section 6.

Sales and Use Tax. Where TopTech determines that it is required by law or regulation to do so, TopTech
will include sales tax in the gross amount invoiced to the Customer, unless Customer provides a valid exemption certificate
or other evidence of exemption at the time of the service that will, in TopTech’s sole judgment, be acceptable to the
applicable taxing authority. Any sales tax charged to the Customer will be separately stated on TopTech’s invoice. Customer
agrees that it is solely responsible for determining the applicability of, and if applicable, the liability for and payment of,
any use tax. In the event that Customer does not pay any required tax on purchases where it is subsequently determined by
any taxing authority that taxes apply and a taxing authority subsequently requires TopTech to pay sales or use taxes on any transaction with Customer, Customer will be billed by TopTech for such taxes, inclusive of any penalties and interest, and
Customer shall pay any such assessment, or reimburse TopTech for any amount paid by TopTech for such assessment.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY. TOPTECH MAKES NO
WARRANTY OR REPRESENTATION WHATSOEVER, EXPRESSED OR IMPLIED, AS TO THE QUALITY OF THE
MATERIAL OR WORKMANSHIP PERTAINING TO ANY SERVICES OR VEHICLE SERVICES, INCLUDING, BUT
NOT LIMITED TO, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, TOPTECH MAKES NO REPRESENTATION, WARRANTY OR
COMMITMENT AS TO THE ACCURACY OF ANY CONTENT OR DATA MADE AVAILABLE TO CUSTOMER
THROUGH OR IN CONNECTION WITH THE TOPTECH SERVICES. IN NO WAY DO THE SERVICES OR ANY
INFORMATION PROVIDED BY TOPTECH OR ITS AFFILIATES (INCLUDING, AS APPLICABLE AND WITHOUT
LIMITATION, ANY FORM CONTRACTS, MENUS, DISCLAIMERS, PRIVACY POLICIES, OR TERMS AND
CONDITIONS) CONSTITUTE LEGAL ADVICE. TOPTECH IS NOT ENGAGED IN THE PRACTICE OF LAW OR IN
PROVIDING LEGAL OR COMPLIANCE SERVICES. ACCORDINGLY, CUSTOMER SHOULD CONSULT WITH
ITS OWN LEGAL ADVISOR FOR LEGAL ADVICE RELATING TO THE TOPTECH SERVICES.
IN NO EVENT SHALL TOPTECH BE LIABLE TO THE CUSTOMER, ITS EMPLOYEES, AGENTS, OR
CONTRACTORS FOR (I) ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, MULTIPLE,
CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING ANY DAMAGES RESULTING FROM ANY LOSS OF
USE, LOSS OF PROFITS, LOSS OF BUSINESS OR OTHER ECONOMIC LOSS) ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, EVEN IF COX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES OR (II) ANY AMOUNTS THAT EXCEED THE AMOUNT PAID BY CUSTOMER TO TOPTECH IN THE
TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

In no event shall TopTech be liable to the Customer, its affiliates, subsidiaries, employees, clients, agents or
contractors for any losses, expenses, cargo damage, injury to person(s), including injury resulting in death, damage to
property, which may result from or arise out of: (a) any Services or Vehicle Services under this Agreement; (b) any act or
omission of TopTech, its agents, employees or contractors; (c) any reporting or recommendations given by TopTech based
upon information or data provided by Customer; or (d) any act or omission of any Service Provider which provide Vehicle
Services under this Agreement to the Customer.

This clause shall supersede any other clause of these General Terms and Conditions, Service Document and related Addendums or other written document that may be deemed inconsistent with it.

Rights and Obligations of Customer. Liability for all damages related to the Vehicle Services lies exclusively with the Service Provider that actually performed work on Customer’s equipment or other property. In the event Customer asserts that any work was improperly performed, Customer shall notify TopTech immediately to obtain assistance in reaching an equitable resolution with the Service Provider. TopTech will exercise reasonable efforts to assist Customer and such Service Provider in resolving any disputes, provided Customer notifies TopTech within twelve (12) days of the date the invoice was mailed to Customer. Notwithstanding any such dispute, Customer agrees to pay TopTech for any Vehicle Services paid by TopTech on Customer’s behalf, together with any fees specified in the Service Document and related Addendums.

Confidentiality. During the term of this Agreement, either party may provide to the other certain non-public
proprietary information (“Confidential Information”). The receiving party shall use the disclosing party’s Confidential
Information solely to fulfill its obligations or exercise its rights under this Agreement, and shall protect such information
with the same level of care it uses to protect its own similar information, but in no event less than reasonable care.
Confidential Information does not include information that is public, received from a third party without restriction, known
prior to disclosure, or independently developed. Disclosure to third parties is permitted only to those bound by
confidentiality obligations. Required disclosures by law must be preceded by prompt notice to allow for protective measures.
The obligations of the parties under this section shall survive any termination or expiration of this Agreement.

Miscellaneous Provisions. (a) TopTech shall not be considered in default should such default of its
obligations hereunder arise out of a cause beyond its control, including, but are not limited to, acts of God or public enemy,
acts of Government in its sovereign or contractual capacity, fires, floods, terrorist acts, epidemics, quarantine restrictions,
strikes, freight embargoes or unusually severe weather conditions; (b) In the event it becomes necessary to institute litigation
for enforcement of any term(s) herein, the court having jurisdiction may award all attorney fees, court costs and other court costs reasonably related to such litigation to the prevailing party.

Venue of all such litigation shall be in the state of Georgia and it’s laws shall govern any dispute regarding the interpretation of this Agreement, irrespective of any conflicts of laws provisions; (c) TopTech may terminate any obligations to Customer in the event Customer violates any provision of the Service Document and related Addendums or these General Terms and Conditions; (d) no rights or obligations under the Service Document and related Addendums or these General Terms and Conditions are assignable without the prior written consent of TopTech and Customer; (e) any notice to be given hereunder shall be in writing and sent to the address set out in by the parties below, by certified or registered mail, return receipt requested; overnight courier or personal delivery, and shall be deemed to have been given on the date set forth in the records of the delivery service or on the return receipt; (f) neither the failure nor any delay on the part of TopTech to exercise any right, power or privilege hereunder shall operate as a waiver thereof; and, (g) neither TopTech nor Customer shall be deemed to be the employee or agent of the other. TopTech shall not be deemed to be the agent or employee of any Service Provider. No Service Provider shall be deemed to be the agent of TopTech