Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On November 22, 2024, Transportation and Logistics Systems, Inc. (the "Company", "we", "us" or "our") entered into an unsecured non-convertible promissory note (the "Note") in the principal amount of $50,000, with interest at the rate of 10% per annum accruing and due at maturity in six months, with Cavalry Fund I LP, who is a holder of shares of certain of the Company's outstanding series of preferred stock (the "Lender") for the primary purpose of funding all or a portion of the costs related to: (i) the completion of the Company's 2023 audit and reviews for the subsequent 2024 quarters; (ii) preparation and submission of any requisite filings with the Securities and Exchange Commission and the OTC Expert Market; (iii) such tax-related and other activities as may be necessary or legally required from time to time to restore the Company to good standing with requisite taxing authorities; and (iv) fees for routine litigation matters in the ordinary course of business.

The Company may repay the Note upon maturity or prior to maturity with the mutual agreement of the Lender. The Note also contain customary events of default, which include, without limitation, failure to pay principal, interest or other charges in respect of the Note when due at maturity or otherwise, failure to satisfy any covenant in the Note or other agreements between the Company and the Lender or any other creditor, breach of representations and warranties set forth in the Note or any transaction document executed contemporaneously with the Note, and certain judgment defaults, events of bankruptcy or insolvency of the Company. Upon the occurrence of such an event of default under the Note, the Lender has the right to demand repayment of the Note 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 Note, the Company also entered into a letter agreement of even date (the "Letter Agreement") with the Lender setting forth, among other items, the intended use of proceeds of the Note as described above.

The Note and the Letter Agreement are on the same form as those entered in on August 12, 2024, and October 9, 2024.

The foregoing does not purport to be a complete description of each of the Note 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 and 10.2 to this Current Report on Form 8-K (this "Form 8-K") and are incorporated by reference herein.