Fill By Mail is a service available to existing Tanks By Mail customers.

PRODUCT PURCHASE AGREEMENT

THIS PRODUCT PURCHASE AGREEMENT (“Agreement”) is entered into as of this 9th day of December, 2023 (the “Effective Date”), by and between Tanks By Mail INC., a New York Corporation, having a business address at 150 Orange Street, Suite B, Albany, New York 12210 (“TBM”), and DIGITAL SIGNATURE: NAME, [an individual/ a entity type], having an address at DIGITAL SIGNATURE: ADDRESS (the “Client”). TBM and Client may be referred to individually as a “Party” or together as the “Parties.”

WITNESSETH:

WHEREAS, TBM leases certain gas cylinders, tanks, and other gas containers (the “Equipment”) and sells compressed gases such as carbon dioxide, nitrogen, nitrous oxide, oxygen, or other compressed gasses and cryogenic liquids, poisonous, corrosive, or otherwise harmful mixtures or other products (each a “Gas” together with the Equipment shall be referred to as the “Products”), contained in the leased Equipment.

WHEREAS, The Client desires to purchase and lease from TBM certain Products listed in Schedule A; and

WHEREAS, the Parties desire to enter into a written agreement on the terms and conditions set forth herein for the purchase and lease of the Products.

NOW, THEREFORE, in consideration of the mutual covenants and obligations herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Recitals. The Parties acknowledge and agree that the recitals stated above are true and correct, are being relied upon by the Parties in entering into this Agreement, and each and every one of the above recitals is incorporated herein as if fully set forth at length.

2. Purchase.

2.1. Products. Subject to the terms of this Agreement, TBM shall sell to the Client, and the Client, shall purchase from TBM the Gas set forth in Schedule A, which is incorporated herein by reference. In conjunction with its purchase of the Gas, the Client shall also lease from TBM the Equipment set forth in Schedule A, which is incorporated herein by reference.

2.2. Term. This Agreement shall commence on the Effective Date and continue as a lease for a term for ninety days from the Effective Date, unless further extended by the Parties in writing (“Maturity Date”), or earlier terminated as set forth herein (“Term”). Provided that no Event of Default (as defined herein) exists, the Client shall return the Equipment to TBM as provided herein.

2.3. Payment. The Client shall pay TBM for the Equipment and Product(s) on or before the Effective Date as set forth in Schedule A (the “Payment”). For each leased piece of Equipment, The Client shall remit a deposit in the amount of one hundred fifty dollars ($150.00) (the “Deposit”). Upon TBM’s receipt of the Equipment in a substantially similar condition as of the Effective Date, less reasonable wear and tear, within fifteen (15) days of the Maturity Date, the Deposit shall be returned to the Client. However, the Client shall forfeit the Deposit if the Equipment is not returned within the stated time period.

3. Purchased Gas.

3.1. Lawful Use. The Client has the authority to purchase the Gas set forth on Schedule A and shall only use, store, transport and/or possess the Gas for only lawful purposes and in accordance with the associated Safety Information Sheet(s). It is a violation of New York law to possess or knowingly distribute nitrous oxide, or any substance containing nitrous oxide, with intent to breathe, inhale, or ingest it for the purpose of intoxication.

3.2. Assumed Risks. The Client accepts and assumes the inherent risks involved in the handling, use, storage, and/or transportation of the Gas, which risks may include, but are not limited to, being poisonous, toxic, cryogenic, flammable, explosive, and/or corrosive. The Client further acknowledges that the Gas may cause life-threatening injuries, including rapid suffocation without any sensation or prior warning, severe burns, severe frostbite, loss of limb and/or loss of life, and that the purchased product(s) may cause anesthetic or poisonous effects resulting in death. THE CLIENT EXPRESSLY AND VOLUNTARILY ASSUMES ALL RISK OF DEATH OR PERSONAL INJURY OR OTHER FORMS OF DAMAGES SUSTAINED WHILE HANDLINGS, USE, STORAGE AND/OR TRANSPORTATION OF THE GAS.

3.3. Safety Precautions. The Client acknowledges that it needs to take certain safety precautions when handling, using, storing and/or transporting the Gas, including without limitation:

(a) Wearing protective clothing and/or equipment to avoid contact with eyes, skin, or clothing;

(b) The Gas must be transported, stored, and/or used in a well ventilated and secure area;

(c) The Gas must be stored away from combustible and/or flammable materials as well as heat, flames and/or sparks; and

(d) In the event of physical injury from the Gas, medical attention should be immediately sought and the Gas specifications should be immediately disclosed.

4. Equipment.

4.1. Title to the Equipment. During the Term, all right, title and interest in and to the Equipment shall be vested in TBM. The Client shall at all times protect and defend, at its own cost and expense, TBM’s title in and to the Equipment from and against all claims, liens and legal processes of its creditors, and keep all Equipment free and clear of all such claims, liens and processes.

4.2. Personal Property. The Equipment is and will remain personal property and will not be deemed to be affixed to or a part of the real estate on which it may be situated, notwithstanding that the Equipment or any part thereof may be or hereafter become in any manner physically affixed or attached to real estate or any building thereon. Upon the request of TBM, the Client will, at The Client’s expense, furnish a waiver of any interest in the Equipment from any party having an interest in any such real estate or building.

4.3. Enjoyment of Equipment. TBM shall provide The Client with quiet use and enjoyment of the Equipment during the Term, and The Client shall peaceably and quietly have, hold and enjoy the Equipment during the Term, without suit, trouble or hindrance from TBM, so long as The Client is not in default under this Agreement.

4.4. Use & Maintenance. The Client shall be entitled to possession of the Equipment as of the Effective Date. The Client shall only use the Equipment in a careful and proper manner and will comply with all laws, rules, ordinances, statutes and orders regarding the use, maintenance of storage of the Equipment. The Client will, at the Client's sole expense, keep and maintain the Equipment clean and in good working order and repair during the Term. The Client shall not sell, assign, or sublease the Equipment.

5. Client Representations & Warranties. The Client represents, warrants and covenants to TBM that:

5.1. If the Client is a corporation, limited liability company or partnership, it is duly organized, validly existing and in good standing under applicable law;

5.2. If the Client is an individual, they are twenty-one (21) years of age or older;

5.3. The Client has the power and authority to enter into this Agreement, all Schedules and all other related instruments or documents hereunder (collectively, “Agreement Documents”);

5.4. The Agreement Documents are enforceable against the Client in accordance with their terms and do not violate or create a default under any instrument or agreement binding on the Client;

5.5. The Client accepts the Products “as is” and with all faults;

5.6. The Products are to be used for commercial purposes only, and not for personal, family or household purposes

5.7. If purchasing nitrous oxide under this Agreement, the Gas will only be used for the preparation of food or beverages; and

5.8. There are no pending or threatened actions or proceedings before any court or administrative agency that could have a material adverse effect on the Client or on the Agreement;

5.9. The Client shall comply in all material respects with all federal, state and municipal laws and regulations the violation of which could have a material adverse effect upon the Equipment or the Client's performance of its obligations under this Agreement;

5.10. All Equipment is tangible personal property and shall not become a fixture or real property under the Client’s use thereof.

5.11. The Client has read through and understands all the information set forth in the applicable Safety Information Sheet(s).

6. TBM Representations & Warranties. TBM represents, warrants and covenants to the Client that:

6.1 TBM is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and is qualified and in good standing to do business wherever necessary to carry on its present business and operations;

6.2 TBM has full power and authority to enter into this Agreement and to perform its obligations under this Agreement;

6.3Neither the execution and delivery by TBM of this Agreement, nor compliance by TBM with the provisions of this Agreement, conflicts with or results in a breach of any of the provisions of any organizational document of TBM, or of any applicable law, judgment, order, writ, injunction, decree, award, rule or regulation of any court, administrative agency or other governmental authority, or violates any agreement or understanding to which TBM is a party or is bound; and

6.4 This Agreement has been duly authorized, executed and delivered by TBM and constitutes the legal, valid and binding obligation of TBM enforceable in accordance with its terms.

7. TBM Warranty Disclaimers; Limitation of Remedies. IT IS SPECIFICALLY UNDERSTOOD AND AGREED THAT: (A) TBM SHALL NOT BE LIABLE FOR ANY FAILURE OF ANY EQUIPMENT OR ANY DELAY IN ITS DELIVERY; (B) TBM IS NOT A MANUFACTURER OF ANY EQUIPMENT; AND (C) TBM HAS NOT MADE AND DOES NOT NOW MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE DESIGN, COMPLIANCE WITH SPECIFICATIONS, OPERATION, OR CONDITION OF ANY EQUIPMENT (OR ANY PART THEREOF), THE MERCHANTABILITY OR FITNESS OF EQUIPMENT FOR A PARTICULAR PURPOSE, OR ISSUES REGARDING PATENT INFRINGEMENT, TITLE AND THE LIKE RELATIVE TO THE PRODUCTS. IT IS FURTHER AGREED THAT TBM SHALL HAVE NO LIABILITY TO THE CLIENT, ITS CUSTOMERS, OR ANY THIRD PARTIES FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR CONCERNING ANY OF THE PRODUCTS, OR FOR ANY DAMAGES BASED ON STRICT OR ABSOLUTE TORT LIABILITY OR TBM'S NEGLIGENCE; PROVIDED, HOWEVER, THAT NOTHING IN THIS AGREEMENT SHALL DEPRIVE THE CLIENT OF ANY RIGHTS IT MAY HAVE AGAINST ANY PERSON OTHER THAN TBM.. IN NO EVENT SHALL TBM’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNT PAID TO TBM FOR THE PRODUCTS SOLD TO THE CLIENT PURSUANT TO THIS AGREEMENT. FOR THE AVOIDANCE OF DOUBT, THIS PROVISION APPLIES TO EACH AGREEMENT AND ITS RELATED SCHEDULE(S) ON A ONE-OFF BASIS.

8. Client Release. In consideration for the Products and mutual covenants set forth herein, and other valuable consideration, the sufficiency of which is hereby acknowledged, to the extent permitted by law, the Client hereby RELEASES, WAIVES, DISCHARGES, AND COVENANTS NOT TO SUE TBM, its directors, officers, managers, employees, representatives and agents (collectively, the “Releasees”) from any and all liability, claims, demands, actions and causes of action whatsoever arising out of or related to any loss, damage, or physical injury, including death, that may be sustained by the Client, its directors, officers, members, managers, employees, representatives, agents, and/or customers, or to any property belonging to the Client, while handling, using, storing and/or transporting the Products, including, but not limited to, loss caused by the gross negligence of the RELEASEES.

9. Indemnification. The Client shall indemnify, hold harmless, and will reimburse Releasees, from and against any and all actual or threatened claims, suits, demands, actions, costs, liabilities, losses and expenses of any kind whatsoever, including reasonable attorney fees, whether or not involving a third-party claim, including without limitation, property damage and physical injury, including death, disability or illness, to persons, including the Client, its directors, officers, members, managers, employees, representatives, agents, and/or customers (collectively, “Losses”), resulting from or in connection with directly or indirectly arising out of the handling, using, storing and/or transporting the Products under this Agreement, including, but not limited to,: (a) the unlawful use of the Product(s); (b) any latent defects or other defects in any Equipment, whether or not discoverable by TBM or by the Client; (c) any patent, trademark, or copyright infringement; and (d) the condition of any Product arising or existing during the Client's use, unless such Losses arise directly from TBM’s gross negligence or wrongful misconduct.

10. Risk of Loss. As between TBM and the Client, the Client shall bear the entire risk of loss, theft, destruction or damage to the Equipment from any cause whatsoever or requisition of the Equipment by any governmental entity. The Client shall advise TBM in writing within ten (10) days of any such occurrence. Except as provided below, no such occurrence shall relieve the Client of the obligation to perform its obligations under this Agreement.

11. Events of Default. Any of the following shall constitute an “Event of Default” under this Agreement:

11.1. The Client fails to pay any Payment or any other amount payable to TBM hereunder within zero (0) days after the Effective Date; or

11.2. The Client fails to perform or observe any other representation, warranty, covenant, condition or agreement to be performed or observed by the Client hereunder or in any other agreement with TBM, or in any agreement with any other person that in TBM's sole opinion is a material agreement, and the Client fails to cure any such breach within ten (10) days after notice thereof;

11.3. Any representation or warranty made by the Client hereunder, or in any other instrument provided to TBM by the Client, proves to be incorrect in any material respect when made; or

11.4. The Client voluntarily or involuntarily dissolves or is dissolved or terminates or is terminated.

12. Remedies. If an Event of Default occurs, TBM may, in its sole discretion, exercise one or more of the following remedies:

12.1. Terminate this Agreement;

12.2. Take possession of any Product wherever the Product may be located, without demand or notice, without any court order or other process of law and without liability to the Client for any damages occasioned by such action, and no such action shall constitute a termination of this Agreement;

12.3. Require the Client to deliver the Product(s) at a location designated by TBM;

12.4. Terminate any other agreement that TBM may have with the Client; or

12.5. Exercise any other right or remedy available to TBM at law or in equity.

The Client shall pay TBM all costs and expenses, including attorneys’ fees and cost and fees of collection agencies, incurred by TBM in enforcing any of the terms, conditions or provisions of this Agreement.

13. Time of the Essence. Time is of the essence of this Agreement, and this provision shall not be impliedly waived by the acceptance on occasion of late or defective performance.

14. Miscellaneous.

14.1 Headings. The headings of the Sections of this Agreement are for convenience only and shall not affect the construction or interpretation of any of its provisions.

14.2 Entire Agreement. This Agreement, together with the attached Schedules, which are incorporated herein by reference, constitutes the entire agreement between the Parties hereto with respect to the transactions contemplated herein, and it supersedes all prior oral or written agreements, commitments or understandings with respect to the matters provided herein.

14.3 Notices. All notices, demands, requests, or other communication that may be or are required to be given, served, or sent by any party to any other party pursuant to this Agreement shall be in writing and shall be hand delivered, sent by overnight courier or mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, or transmitted by electronic mail addressed as follows:

If to TBM:	TBM, INC.
	150 Orange Street, Suite C,
	Albany, New York 12210
	Email: tanksbymail@gmail.com

If to the Client:	DIGITAL SIGNATURE: NAME
	DIGITAL SIGNATURE: ADDRESS
	DIGITAL SIGNATURE: EMAIL

Each Party may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be given, served or sent. Each notice, demand, request shall be delivered in the manner described above and shall be deemed sufficiently given, served, sent, received or delivered for all purposes at such time as it is delivered to the addressee.

14.4 Assignment. TBM shall have the unqualified right to assign, pledge, transfer, mortgage or otherwise convey any of its interests hereunder or any the Product(s), in whole or in part, without notice to, or consent of, the Client. The Client acknowledges that any assignment or transfer by TBM or any assignee shall not materially change the Client’s obligations under this Agreement. The Client shall not assign this Agreement, in whole or in part, without the prior written consent of TBM.

14.5 Amendments. The Agreement may not be amended orally and may only be amended by the Parties in writing.

14.6 Governing Law. The Agreement shall be governed by the laws of the State of New York without reference to principles of conflicts of laws that would apply the substantive law of another jurisdiction.

14.7 Venue. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the County of Albany, New York and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each Party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

14.8 Severability. If any provision of the Agreement, or portion thereof, shall be found to be invalid, illegal or otherwise unenforceable, the Parties agree the same shall not affect the other provisions of the Agreement, or portions thereof, and such invalid, illegal or unenforceable provision, or portion thereof, shall be deemed modified to the extent necessary in the court’s opinion to render such provision, or portion thereof, enforceable and the rights and obligations of the parties with respect thereto effective, preserving to the fullest permissible extent the Parties’ intent set forth in the Agreement.

14.9 Representation of Authority. Each Party, and the signatories hereto, hereby represent and warrant to each other that (i) they have full right, power and authority to enter into the Agreement and (ii) the signatories hereto have the full right, power and authority to act for and on behalf of each Party.

14.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, shall be deemed to constitute one and the same document. This Agreement may be executed and delivered by customary or other commercially acceptable electronic means (including DocuSign or similar service, or any other electronic signature complying with the U.S. federal ESIGN Act of 2000, as the same may be amended, from time to time); a manual or electronic signature so affixed to this Agreement whose image shall have been transmitted via facsimile, email, or other customary electronic means shall have the same force and effect as original ink signature for all purposes.

IN WITNESS WHEROF, the Parties hereto have executed this Agreement as of the Effective Date set forth above.

TBM, INC.

Name: John J. Maguire

Title: President

Date: December 9th, 2023

CLIENT

Company Name

Name: DIGITAL SIGNATURE: NAME

Date: DIGITAL SIGNATURE: DATE