Transportation and Logistics Systems, Inc.

Exhibit 10.2

Transportation and Logistics Systems, Inc.

0000 Xxxxxxxx Xxxxx, Xxxxx 00-000

Jupiter, FL 33458

November 22, 2024

Xxxxxx Street Global Opportunity Fund

c/o Mercer Street Capital Partners

0000 Xxxxxxxx Xxxxxx x Xxxxx 0000 x Xxxxx, XX 00000

Cavalry Fund I LP

c/o C/M Capital Partners, LP

0000 Xxxxxxxx Xxxxxx x Xxxxx 0000 x Xxxxx, XX 00000

Attention: Xxxxxx Xxxxx

Re: Transportation and Logistics Systems, Inc.

Ladies and Gentleman:

Reference is made to that certain letter agreement, dated August 12, 2024, by and between the Borrower and the Lenders, as defined herein. Reference is also made to those certain promissory notes, each dated at or about the date hereof (collectively, the “Notes” and individually, a “Note”), issued by Transportation and Logistics Systems, Inc., a Nevada corporation (and together with its successors and assigns, collectively, the “Borrower”), payable to the order of the Lender identified in the applicable Note (collectively, the “Lenders” and individually, a “Lender”). Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Notes.

By way of this letter agreement, the Borrower and the Lenders continue to acknowledge and agree as follows:

(a) The Lenders are providing the loans under the Notes as an accommodation and reserve the right to have the Borrower enter into definitive transaction documents containing such customary terms and conditions, schedules, and exhibits as appropriate for a transaction of this sort, as Lenders may reasonably determine.

(b) The proceeds from the Notes shall be used solely for the following purposes, in each case subject to prior written approval of Xxxxxxx Xxxxxxxx XX or a Lender, which approval shall be timely and not unreasonably withheld:

	(i)	Preparation of the Company’s 2023 audit and 2024 first, second and third quarter reviews;
	(ii)	Preparation and submission of any requisite Company SEC and OTC filings;
	(iii)	Such tax-related and other activities as may be necessarily and legally required from time to time to restore the Company to good standing from applicable tax and compliance perspectives; and
	(iv)	Fees for routine litigation matters in the ordinary course of business.

(c) the Notes are junior, subordinate, and second in priority to those notes set forth on Exhibit A hereto and in parity to those notes set forth on Exhibit B hereto.

The Borrower and the Lenders shall each use all good faith efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate in doing, all things necessary, proper or advisable to carry out the intent and purposes of this letter agreement.

This letter agreement and the Notes shall constitute the entire agreement between the parties hereto pertaining to the subject matter hereof. This letter agreement may be amended by a written instrument signed by the parties hereto. All rights and obligations hereunder will be governed by the laws of the State of Nevada, without regard to the conflicts of law provisions of such jurisdiction. This letter agreement may be executed, including by means of electronic signature or pdfs, in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

Sincerely,
TRANSPORTATION AND LOGISTICS SYSTEMS, INC.
By:	/s/ Xxxxxxxxx Xxxxxxxx
Name:	Xxxxxxxxx Xxxxxxxx
Title:	CEO

Acknowledged, Agreed and Accepted:

CAVALRY FUND I LP
By:	/s/ Xxxxxx Xxxxx
Name:	Xxxxxx Xxxxx
Title:	Managing Member

[Signature Page to Side Letter]

Exhibit A

List of Notes that are First, Prior, and Senior to the Notes

NOTES PAYABLE		Orig Date		Date of maturity
Xxxxxxxxx Xxxxxxxx 4/21/2023		4/21/23			12/31/23			$	100,000.00							$	100,000.00			$	100,000.00
Xxxx Xxxxxxxxxx 4/17 & 10/3/2023 500k each		4/17/23 & 10/3/23			12/31/23			$	1,000,000.00							$	1,000,000.00			$	1,000,000.00
Xxxx Xxxxxxxxxx -(Xxxxx Xxxxxx) 11/28/2023		11/28/23			11/27/24			$	60,000.00							$	60,000.00			$	60,000.00
Xxxxxx Xxxxxx 2/21/2024		2/21/24			9/30/24			$	-			$	1,000.00			$	1,000.00			$	1,000.00
Xxxxxxx Xxxxxx 2/23/2024		2/23/24			9/30/24			$	-			$	3,109.00			$	3,109.00			$	3,109.00
Xxxx Xxxxxxxxxx - misc AP directed to add to loan 2/6/2024		2/6/24			2/6/25			$	-			$	64,534.96			$	64,534.96			$	64,534.96
Xxxx Xxxxxxxxxx - to pay off CXP loans		2/15/24			2/14/25			$	-			$	319,194.00			$	319,194.00			$	319,194.00
Total notes payable								$	1,160,000.00			$	387,837.96			$	1,547,837.96			$	1,547,837.96

Exhibit B

List of Notes that are in Parity to the Notes

NOTES PAYABLE		Orig Date		Date of maturity
Cavalry Fund I Management, LLC		8/12/2024		2/12/2025		$	75,000.00
Xxxxxx Street Global Opportunity Fund		8/12/2024		2/12/2025		$	75,000.00
Cavalry Fund I Management, LLC		10/9/2024		4/9/2024		$	50,000.00
Xxxxxx Street Global Opportunity Fund		10/9/2024		4/9/2024		$	50,000.00
Total notes payable						$	250,000.00