Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On October 9, 2024, Transportation and Logistics Systems, Inc. (OTC PINK: TLSS) ("TLSS" or the "Company") entered into two (2) unsecured non-convertible promissory notes (the "Notes") in the aggregate amount of $100,000, with interest at the rate of 10% per annum accruing and due at maturity in six months ("Loans"), with Mercer Street Global Opportunity Fund and Cavalry Fund I LP, who are holders of shares of the Company's Convertible Preferred Stock ("Lenders") for the primary purpose of funding all or a portion of the costs related to: (i) the Company's 2023 audit and quarterly reviews for 2024; (ii) regaining compliance with required SEC filings; (iii) maintaining the Company's OTC listing; (iv) keeping the Company in good standing with requisite taxing authorities; and (v) fees for routine litigation matters in the ordinary course of business.

At any time after issuance of the Notes, the Company may repay the Notes upon maturity or mutual agreement with the Lenders. The Notes also contain customary events of default, which include, without limitation, failure to pay principal, interest or other charges in respect of the Notes when due at maturity or otherwise, failure to satisfy any covenant in the Notes or other agreements between the Company and the Lender or any other creditor, breach of representations and warranties set forth in the Notes or any transaction document executed contemporaneously with the Notes, and certain judgment defaults, events of bankruptcy or insolvency of the Company. Upon the occurrence of such an event of default under the Notes, the Lenders have the right to demand repayment of the Notes in full upon five (5) business days' notice to the Company. In the event that full payment is not made upon the expiry of a thirty (30) day period, a default penalty equal to 5.0% per month during the period of default in excess of the 10% interest rate will apply to the entire amount of the Note outstanding, including any accrued but unpaid interest. The Lender may then, at its sole discretion, declare the entire then-outstanding principal amount of the Note and any accrued but unpaid interest due thereunder immediately due and payable, in which event the Lender may, at its sole discretion, take any action it deems necessary to recover amounts due under the Note.

Concurrently with the issuance of the Notes, the Company also entered into a letter agreement of even date (the "Letter Agreement") with the Lenders setting forth, among other items, the intended use of proceeds of the Loans.

The foregoing does not purport to be a complete description of each of the Notes and the Letter Agreement, and each such description is qualified in its entirety by reference to the full text of each such document, which are attached as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K (this "Form 8-K") and are incorporated by reference herein.