AGREEMENT

Terms: Meeting any of the criteria below, will result in “No show” charges for each missed vehicle installation(s) scheduled, plus all travel charges: “No show” charges reflect the same costs as a scheduled, completed installation (that was missed) and are not a penalty, they are apart of our fees.

Cancellation within 24 hours of appointment. Less than 50% of the scheduled vehicles on site/available to install. Insufficient equipment to complete the installation. Inoperable vehicle or equipment. Vehicle(s) or equipment not on site at the scheduled time. Wait time of more than 30 minutes before or between vehicles may be assessed at a rate of $75 per 30 minute increments.

THEREFORE, in consideration of the mutual covenants set forth herein and the benefits to be derived therefrom the parties hereto, intending to be legally bound hereby, agree as follows:
1. Statement of Services.

1.1. Handsfree Group LLC (hereinafter, Company) shall provide those Installation Services set forth and described in the accepted
quote to Clients designated by CUSTOMER, for the pricing listed on the accepted quote, and furnish all personnel and resources
necessary to perform such Services in accordance with the terms of this Agreement. Each party acknowledges that the other
may enter into similar or different agreements with third-parties.

1.2. For each CUSTOMER Client for which Company will be providing Services, CUSTOMER and Company will perform in accordance
with this Agreement. Company represents and warrants that the Services shall be performed in a professional, competent,
and workmanlike manner. Company will be paid in accordance with terms established, or prepaid if terms have not been
approved.

1.3. Company warrants, represents and covenants to CUSTOMER that Company has the capability, experience and personnel
required to perform the Services and that Company shall perform the Services in a diligent and expeditious manner consistent
with accepted professional practices and standards for nationally recognized firms engaged in providing similar Services, as
in effect at the time the Services are performed. Company understands and acknowledges that CUSTOMER is relying upon
Company’s representation and warranty of its experience, expertise, skill and judgment and the proper and timely execution
and performance of the Services by Company, in accordance with this Agreement, in order to ensure the completion of the
Services.

2. Performance of Services.

2.1. Company shall promptly and efficiently execute performance or delivery of the Company Services, and each part thereof, and
shall complete the Services on or before the date specified in the mutually developed implementation plan, subject to change
dependent on end-customer and product availability. Company acknowledges that performance of the Services, and each
part thereof, must be coordinated with services to be performed by CUSTOMER under this agreement and agrees to so
coordinate its performance or execution of the Services.

2.2. Company may use subcontracted third-party field service technicians in order to fulfill its obligations hereunder. Company’s
vetting processes and parameters for all such field service technicians will be subject to approval by CUSTOMER, provided that
Company will be solely responsible for its selection of third-party field service technicians. Company’s liability and indemnity
obligations hereunder extend to the acts and omissions of such field service technicians.

2.3. Company is not committed to accept work assigned or presented. Further, if Company and/ or its field service technicians do
not believe the working environment is safe for persons, installations to be completed and/ or hardware to be installed,
Company is not obligated to complete work until safety concerns are addressed by CUSTOMER and End- Customer.

2.4. Company shall comply with all Laws applicable to field service technician’s performance of the Services and delivery of the
Deliverables, and Customer’s use of the Deliverables.

INSTALLATION SERVICES TERMS AND CONDITIONS
Handsfree Group

3. Warranty. Company warrants that Install Services shall be performed in a professional manner in accordance with generally accepted
industry standards, will be free of defects in quality and workmanship, and will conform to all requirements provided in applicable
Manufacturer’s Installation Guide provided by CUSTOMER prior to installation. Unless otherwise stated in the scope, this warranty
shall be effective for ninety (90) days following the acceptance of the Services by CUSTOMER. If corrective measure must be taken,
Company will correct the defective Services or provide a refund in the amount paid by CUSTOMER to the Company, at its discretion.
If Company must return to clients’ location and the defect is deemed end-user tampering or a manufacturer’s defect in hardware
installed, CUSTOMER will be billed for a Service Call and any applicable mileage at the then current rates of Handsfree Group, LLC.

4. Changes in the Services. Upon (30) thirty days written notice, Company or CUSTOMER may modify the Services, and the other
party shall then have the option to accept or reject said modification in writing within 30 days of receipt of notice. If said change,
modification, addition, or omission is accepted, its shall then be included in the Services but shall not otherwise impair, affect or
void the Agreement.

5. Payment. The fees to be charged by HFG are specified on an accepted quote. Upon CUSTOMER making non-refundable payment on accepted invoice. The CUSTOMER acknowledges they have read and completely understand this Agreement. CUSTOMER also understands upon payment being made that they are fully engaged and scheduling of installation services will proceed. Company and CUSTOMER agree to work together in good faith to informally resolve any disputes raised by Client regarding Services provided or amounts billed. Any disputed invoice(s) must be communicated to Company prior to scheduling services being engaged.

6. Independent Contractor. It is expressly acknowledged by the parties hereto that Company is an independent contractor and
nothing in this Agreement is intended nor shall be construed to create an employer/employee relationship, master/servant
relationship, principal/agent relationship, a joint venture relationship, or to allow CUSTOMER to exercise control or direction over
the manner or method by which Company performs the services which are the subject of this Agreement. CUSTOMER understands
and agrees it will not withhold on behalf of Company pursuant to this Agreement any sums for income tax, unemployment
insurance, social security or any other withholding pursuant to any law or requirement of any governmental body relating to
Company or make available to Company any of the benefits afforded to employees of CUSTOMER.

7. Subcontractors. Company remains solely liable for selection of any subcontractors or third parties it engages, and for its
subcontractors’ conduct and omissions in rendering Services under this Agreement (including performance or breach of this
Agreement).

8. Limitation of Liability. Neither CUSTOMER nor Company shall be liable to the other for special, indirect, incidental,
consequential, or exemplary damages, including, without limitation, any damages resulting from loss of use, loss of data,
interruption of business activities, loss of profits, or failure to realize savings arising out of or in connection with this Agreement.

9. Confidential Information. Company and its employees and subcontractors shall hold in trust and confidence for CUSTOMER and
Clients, and shall not disclose to any third party, any and all Confidential Information of CUSTOMER and Clients which shall become
known to Company in connection with this Agreement. As used herein, the phrase “Confidential Information” shall include any
information which relates to a party’s research, development, trade secrets or business affairs, and such information which is
designated as confidential or proprietary by its owner and identified or marked as such, but does not include information which is
generally known, or which can be easily obtained through shared mediums.

10. Integration and Severability. The Agreement contains the entire agreement between the parties and supersedes all prior oral
and written agreements, understandings, commitments, and practices between the parties. Except as expressly permitted herein,
no amendment to the Agreement may be made except by a writing signed by both parties. The invalidity and unenforceability of
any particular provision hereof shall not affect the other provisions hereof and. the Agreement shall be construed in all respects as
if such invalid or unenforceable provisions were omitted. Any waiver or discharge hereof must be in writing and signed by CUSTOMER and Company and no waiver by either party hereto at any time of any breach by the other party hereto of, or in compliance with, any condition or provision of the Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior to subsequent time.

11. Governing Law and Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State
of Missouri. Both parties’ consent to the exclusive jurisdiction and venue of the state and federal courts sitting in Missouri for any
and all disputes arising out of or relating to this Agreement.

12. Headings. The sectional headings used in the Agreement are for convenience and reference only and shall not be otherwise
considered in the interpretation hereof.

INSTALLATION SERVICES TERMS AND CONDITIONS
Handsfree Group
18173 Edison Ave. Ÿ Suite A Ÿ Chesterfield, MO Ÿ 63005

13. Force Majeure. Company will not be liable for any failures or delays caused by strikes, differences with workers, or any causes
beyond the reasonable control of Company, including but not limited to fires, floods, accidents, action of any governmental
authority, war, insurrection or riots, pandemics or shortages of labor, energy, raw materials, production facilities, or transportation.
Where delays or failures are caused by labor difficulties, Company will not be obligated to seek or obtain any settlement that, in
Company’s sole judgment, is not in Company’s best interest.

14. Compliance. Each party will comply with all applicable laws, regulations, and ordinances relating to the transactions contemplated by the Agreement.

15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.
IN WITNESS THEREOF, this agreement is considered fully executed upon acceptance of the quote provided.