SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 9th, 2019 • Transportation & Logistics Systems, Inc. • Transportation services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August __, 2019, between Transportation and Logistics Systems, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 9th, 2019 • Transportation & Logistics Systems, Inc. • Transportation services
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
original issue discount Convertible PROMISSORY NOTE DUE MARCH __, 2022Transportation & Logistics Systems, Inc. • May 29th, 2020 • Transportation services
THIS ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE is subsequently issued following a series of duly authorized and validly issued Original Issue Discount Convertible Promissory Notes issued at a 10% original issue discount by Transportation and Logistics Systems, Inc., a Nevada corporation (the “Company”) (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
COMMON STOCK PURCHASE WARRANTTransportation & Logistics Systems, Inc. • September 9th, 2019 • Transportation services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Transportation and Logistics Systems, Inc., an Nevada corporation (the “Company”), up to _______ shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant issued pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) entered into as of the Initial Exercise Date between the Company and the initial Holder.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 12th, 2021 • Transportation & Logistics Systems, Inc. • Transportation services • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of April 9, 2021, between Transportation and Logistics Systems, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • October 10th, 2019 • Transportation & Logistics Systems, Inc. • Transportation services • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of August 30, 2019 between Transportation and Logistics Systems, Inc., a Nevada corporation, Prime EFS, LLC, a New Jersey limited liability company and Shypdirect LLC, a New Jersey limited liability company, (collectively, the “Company”) (together with each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, which shall include all wholly-owned or majority-owned subsidiaries of the Company acquired after the date hereof for so long as this Agreement remains in effect, are hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and Cavalry Fund I LP, a Delaware limited partnership, in its capacity as Collateral Agent for the benefit of itself and each of the Purchasers (as hereinafter defined) (each, together with its respective successors and assigns, a
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 9th, 2020 • Transportation & Logistics Systems, Inc. • Transportation services • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of October ___, 2020, between Transportation and Logistics Systems, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2014 • Petroterra Corp. • Transportation services • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 4th day of February, 2014 (this “Effective Date”), by and between PetroTerra Corp., a Nevada corporation having its corporate offices at 607 28 ¼ Road, Suite 115, Grand Junction, CO 81506 (the “Company”), and John Barton (“Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 9th, 2020 • Transportation & Logistics Systems, Inc. • Transportation services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October ___, 2020, between Transportation and Logistics Systems, Inc., a Nevada corporation (the “Company”) and each of the several purchasers identified on the signature pages to the Purchase Agreement (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANTTransportation & Logistics Systems, Inc. • May 29th, 2020 • Transportation services • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________________________, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Transportation and Logistics Systems, Inc., an Nevada corporation (the “Company”), up to __________ shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant issued pursuant to a the issuance of a convertible note (the “Convertible Note”) entered into as of the Initial Exercise Date between the Company and the initial Holder.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 3rd, 2022 • Transportation & Logistics Systems, Inc. • Transportation services • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of December 31, 2021, between Transportation and Logistics Systems, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 28th, 2021 • Transportation & Logistics Systems, Inc. • Transportation services • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of January 21, 2021, between Transportation and Logistics Systems, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 8th, 2021 • Transportation & Logistics Systems, Inc. • Transportation services • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of January 5, 2021, between Transportation and Logistics Systems, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANTPurchase Agreement • January 3rd, 2022 • Transportation & Logistics Systems, Inc. • Transportation services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________________, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Transportation and Logistics Systems, Inc., a Nevada corporation (the “Company”), up to ______________ shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant issued pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), dated December 31, 2021, entered into as of the Initial Exercise Date between the Company and the p
STOCK PURCHASE AND SALE AGREEMENT dated as of May 24, 2022 by and among Cougar Express, Inc., a New York corporation and Joan Ton, the sole stockholder of JFK Cartage, Inc., a New York corporation and JFK Cartage, Inc., a New York corporation STOCK...Stock Purchase and Sale Agreement • June 30th, 2022 • Transportation & Logistics Systems, Inc. • Transportation services • New York
This Stock Purchase and Sale Agreement (this “Agreement”), dated as of May 24, 2022 (the “Agreement Date”), is by and among Cougar Express, Inc., a New York corporation (“CE” or the “Buyer”), a wholly owned subsidiary of Transportation and Logistics Systems, Inc., a Nevada corporation (“TLSS”) and Joan Ton (the “Shareholder,” who is the sole shareholder of JFK Cartage, Inc., a New York corporation (the “Company”)) and the Company. Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.” Certain capitalized terms are defined in Article X.
EXCHANGE AGREEMENTExchange Agreement • July 24th, 2020 • Transportation & Logistics Systems, Inc. • Transportation services • New York
This Exchange Agreement (this “Agreement”), dated as of _________ __, 2020, is made by and among Transportation and Logistics Systems Inc., a Nevada corporation (the “Company”), and _______________ as the holder of the Exchange Securities (as defined below) (the “Holder”).
TRANSPORTATION & LOGISTICS SYSTEMS, INC.Transportation & Logistics Systems, Inc. • July 24th, 2020 • Transportation services • New York
This agreement (the “Leak-Out Agreement”) by and between Transportation & Logistics Systems, Inc., a Nevada corporation (the “Company”) and the undersigned (the “Holder”) is being delivered to you in connection with that certain Exchange Agreement between the Company and the Holder dated the date of this Leak-Out Agreement.
ContractPetroterra Corp. • April 27th, 2017 • Transportation services • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
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.
POST-CLOSING AGREEMENTPost-Closing Agreement • November 13th, 2023 • Transportation & Logistics Systems, Inc. • Transportation services
THIS POST-CLOSING AGREEMENT (this “Agreement”) is made effective as of the 8th day of November, 2023 (the “Effective Date”), by and among Kathryn Boyd (the “Lender’s Representative”), Clyde J. Severance and Robert H. Severance, Jr. (collectively with the Lender’s Representative, the “Lender”) with an address at 10 North Jebb Road, Merrimack, NH 03054, and TLSS-STI, Inc., a Delaware corporation (“Buyer”), 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 together with Buyer, the “Makers”), with an address at 5500 Military Trail, Suite 22-357, Jupiter, FL 33458. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in “SPA” (as hereinafter defined).
AMENDMENT TO TRANSACTION DOCUMENTSTransaction Documents • January 28th, 2021 • Transportation & Logistics Systems, Inc. • Transportation services • New York
This Amendment (this “Amendment”) to that Securities Purchase Agreement, dated ___________, 20___ (the “SPA”), between Transportation and Logistics Systems, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”), and to the Registration Rights Agreement entered into in connection therewith (with the SPA, the “Transaction Documents”), is entered into by and between the Company and the Purchasers (together, the “Parties”), effective as of January 21, 2021 (the “Effective Date”).
AGREEMENTAgreement • April 10th, 2019 • Transportation & Logistics Systems, Inc. • Transportation services • New York
THIS AGREEMENT (the “Agreement”), effective this ____ day of April, 2019 is by and between Transportation and Logistics Systems, Inc. (formerly known as PetroTerra Corp.) (the “Company”) and the undersigned investor (the “Investor”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • May 3rd, 2019 • Transportation & Logistics Systems, Inc. • Transportation services • Florida
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of May 1, 2019 is by and among Transportation and Logistics Systems, Inc., a Nevada corporation (the “Parent”), Save On Transport Inc., a Florida corporation (the “Company”) and Steven Yariv (the “Stockholder”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 7th, 2022 • Transportation & Logistics Systems, Inc. • Transportation services • New York
THIS AGREEMENT (the “Agreement”) is being made as of this July 1, 2022 between Transportation and Logistics Systems, Inc., a Nevada corporation (the “Corporation”), having its principal offices at 5500 Military Trail, Suite 22-357, Jupiter, Florida 33458, and James Giordano (the “Employee”) an individual with an address at [address redacted].
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”).
ASSIGNMENT OF LEASEAssignment of Lease • November 20th, 2013 • Petroterra Corp. • Transportation services • Nevada
THIS ASSIGNMENT OF LEASE (this “Assignment”) is made effective as of November 18, 2013 (the “Effective Date”), by and between Ardmore Investments Inc., a Marshall Islands corporation, (“Assignor”), and Petroterra Corp., a Nevada corporation, (“Assignee”).
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”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • April 5th, 2017 • Petroterra Corp. • Drilling oil & gas wells • Delaware
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of March 30, 2017 is by and among PetroTerra Corp., a Nevada corporation (the “Parent”) and Save On Transport Inc., a Florida corporation (the “Company”), the Stockholder of the Company signatory hereto (the “Stockholder”).
Securities Purchase AgreementSecurities Purchase Agreement • November 6th, 2013 • Petroterra Corp. • Transportation services • Nevada
This Securities Purchase Agreement (the “Agreement”) is made as of November 1, 2013 (the “Effective Date”) by and among Petroterra Corp., a Nevada corporation (the “Company”), and the undersigned purchaser (the “Purchaser”).
STOCK PURCHASE AND SALE AGREEMENTStock Purchase and Sale Agreement • January 10th, 2023 • Transportation & Logistics Systems, Inc. • Transportation services • Massachusetts
This Stock Purchase and Sale Agreement (this “Agreement”), dated as of January 4, 2023 (the “Agreement Date”), is by and among TLSS Acquisition, Inc., a Delaware corporation (“TA” or the “Buyer”), a wholly owned subsidiary of Transportation and Logistics Systems, Inc., a Nevada corporation (“TLSS”); Severance Trucking Co., Inc., a Massachusetts corporation (“STCI”), Severance Warehousing, Inc., a Massachusetts corporation (“SWI”), and McGrath Trailer Leasing, Inc., a Maine corporation (“MTLI”, and collectively with STCI and SWI, the “Companies”); Kathryn Boyd, an individual, Clyde Severance, an individual, and Robert Severance, an individual (each, a “Shareholder,” and collectively, the “Shareholders”), who are all of the shareholders of the Companies; Kathryn Boyd as the “Shareholders’ Representative”; and R|A Feingold Law & Consulting, P.A. (the “Closing Agent”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 13th, 2023 • Transportation & Logistics Systems, Inc. • Transportation services • Massachusetts
This Indemnification Agreement (“Agreement”), dated effective November 8, 2023 is by and among Kathryn Boyd (the “Indemnitee”); TLSS-STI, Inc., a Delaware corporation (“Buyer”); and Severance Trucking Co., Inc., a Massachusetts corporation, Severance Warehousing, Inc., a Massachusetts corporation and McGrath Trailer Leasing, Inc., a Maine corporation (each an “Indemnitor”, and collectively, the “Indemnitors”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 20th, 2022 • Transportation & Logistics Systems, Inc. • Transportation services • New Jersey
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is being made as of this September 16, 2022 between Freight Connections, Inc., a New Jersey corporation (the “FC”), a wholly-owned subsidiary of TLSS-FC, Inc., a Delaware corporation (the “Corporation”), having its principal offices at 1 Bell Drive, Ridgefield, NJ 07657, and Joseph J. Corbisiero (the “Employee” or “You”) an individual with an address at 6 Maryland Road, Little Egg Harbor Twp, New Jersey 08087-1019.
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].
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • September 22nd, 2014 • Petroterra Corp. • Drilling oil & gas wells • New York
This Independent Contractor Agreement (the “Agreement”) dated as of September 16, 2014 is made and entered between Arrow Peak Minerals and Royalty LLC, an independent contractor hereafter referred to as “Contractor”, and PetroTerra Corp., a Nevada corporation, hereafter referred to as the “Company”.
