Letter Agreement, dated October 9, 2024, among the Company and Mercer Street Global Opportunity Fund and Cavalry Fund I LP

Exhibit 10.1

Transportation and Logistics Systems, Inc.

5500 Military Trail, Suite 22-357

Jupiter, FL 33458

October 9, 2024

Mercer Street Global Opportunity Fund

c/o Mercer Street Capital Partners

1111 Brickell Avenue | Suite 2920 | Miami, FL 33131

Cavalry Fund I LP

c/o C/M Capital Partners, LP

1111 Brickell Avenue | Suite 2920 | Miami, FL 33131

Attention: Thomas Walsh

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 Frank Knuttel or a Lender, which approval shall be timely and not unreasonably withheld:

(c) the Notes are junior, subordinate, and second 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]

Acknowledged, Agreed and Accepted:

[Signature Page to Side Letter]

Exhibit A

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

Exhibit B

List of Notes that are in Parity to the Notes