FIRST AMENDMENT TO STOCK PURCHASE AND SALE AGREEMENTStock Purchase and Sale Agreement • February 6th, 2023 • Transportation & Logistics Systems, Inc. • Transportation services
THIS FIRST AMENDMENT TO STOCK PURCHASE AND SALE AGREEMENT (this “First Amendment”) is dated as of the 1st of February, 2023, by and among TLSS-STI, Inc., a Delaware corporation (the “Buyer”), and Severance Trucking Co., Inc., a Massachusetts corporation, Severance Warehousing, Inc., a Massachusetts corporation and McGrath Trailer Leasing, Inc., a Maine corporation (collectively, the “Companies”) and Kathryn Boyd, Clyde J. Severance and Robert H. Severance, Jr., collectively, as the shareholders of the Companies (collectively, the “Shareholders” and hereinafter, collectively, the “Seller”), as well as Kathryn Boyd, as the Shareholders’ representative (the “Shareholders’ Representative”), as joined in by R|A Feingold Law & Consulting, P.A., as closing agent and escrow agent (the “Closing Agent” or “Escrow Agent”) and Transportation and Logistics Systems, Inc., a Nevada corporation (“TLSS”), in connection with TLSS’s agreement to provide a corporate guaranty pursuant to the terms hereof.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • February 6th, 2023 • Transportation & Logistics Systems, Inc. • Transportation services
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment and Assumption”) is made as of the 31st day of January, 2023, by and between TLSS Acquisition, Inc., a Delaware corporation (the “Assignor”) and TLSS-STI, Inc., a Delaware corporation (the “Assignee”).
SECURITY AGREEMENTSecurity Agreement • February 6th, 2023 • Transportation & Logistics Systems, Inc. • Transportation services • Massachusetts
THIS SECURITY AGREEMENT (the “Security Agreement”) dated as of February 1, 2023 is by and among TLSS-STI, Inc., a Delaware corporation, Severance Trucking Co., Inc., a Massachusetts corporation, Severance Warehousing, Inc., a Massachusetts corporation and McGrath Trailer Leasing, Inc., a Maine corporation (individually, a “Debtor”, and collectively, the “Debtors”) and Kathryn Boyd, Clyde J. Severance and Robert H. Severance, Jr. (each, a “Secured Party”, and collectively, the “Secured Parties”).
ABSOLUTE, UNCONDITIONAL AND CONTINUING GUARANTYUnconditional and Continuing Guaranty • February 6th, 2023 • Transportation & Logistics Systems, Inc. • Transportation services
THIS ABSOLUTE, UNCONDITIONAL AND CONTINUING GUARANTY, dated as of the 1st day of February, 2023 (this “Guaranty”), is executed by Transportation and Logistics Systems, Inc., a Nevada corporation (herein referred to as the “Guarantor”), in favor of Kathryn Boyd, Clyde J. Severance and Robert H. Severance, Jr. (individually, a “Shareholder” and collectively, the “Shareholders” or the “Lenders”).
CONSULTING AGREEMENTConsulting Agreement • February 6th, 2023 • Transportation & Logistics Systems, Inc. • Transportation services • Massachusetts
THIS CONSULTING AGREEMENT (this “Agreement”) is being made as of February 1, 2023 between Severance Trucking Co., Inc., a Massachusetts corporation (“STI”), a wholly-owned subsidiary of TLSS-STI, Inc., a Delaware corporation (“TLSS-STI”), a wholly owned subsidiary of Transportation and Logistics Systems, Inc., a Nevada corporation (the “Corporation”), having its principal offices at 49 McGrath Road, Dracut, MA 01826, and Clyde J. Severance (the “Consultant”) an individual with an address at [REDACTED].
