{"url_path":"/sec/tlss/10-q/2026/item-6","section_key":"item-6","section_title":"Item 6 EXHIBITS**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1463208/0001493152-26-023215-index.html","accession_number":"0001493152-26-023215","cik":"0001463208","ticker":"TLSS","issuer_name":"Transportation & Logistics Systems, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1463208/0001493152-26-023215-index.html","primary_entity_key":"0001463208","primary_entity_name":"Transportation & Logistics Systems, Inc."},"word_count":1797,"has_tables":true,"body_markdown":"**ITEM\n6. EXHIBITS**\n\n \n\n**Exhibit\nNo.**\n \n**Description\nof Exhibits**\n\n3.1\n \n[Amended\nand Restated Articles of Incorporation of Loran Connection Corp. (now known as Transportation and Logistics Systems, Inc.), as filed\nwith the Nevada Secretary of State, on January 25, 2012 (incorporated by reference to Exhibit 3.1 to our Annual Report on Form 10-K\nfor the year ended March 31, 2015 as filed with the Securities and Exchange Commission on June 30, 2015).](https://www.sec.gov/Archives/edgar/data/1463208/000149315215002705/ex3-1.htm)\n\n \n \n \n\n3.2\n \n[Certificate\nof Change to the Amended and Restated Articles of Incorporation of PetroTerra Corp. (now known as Transportation and Logistics Systems,\nInc.), as filed with the Nevada Secretary of State, dated December 18, 2013 (incorporated by reference to Exhibit 3.1 to our Form\n8-K, as filed with the Securities and Exchange Commission on December 24, 2013).](https://www.sec.gov/Archives/edgar/data/1463208/000149315213002772/ex3-1.htm)\n\n \n \n \n\n3.3\n \n[Certificate\nof Change to the Amended and Restated Articles of Incorporation of PetroTerra Corp. (now known as Transportation and Logistics Systems,\nInc.), as filed with the Nevada Secretary of State, dated February 14, 2017 (incorporated by reference to Exhibit 3.5 to our Form\nS-1, as filed with the Securities and Exchange Commission on July 26, 2017)](https://www.sec.gov/Archives/edgar/data/1463208/000149315217008180/ex3-5.htm)\n\n \n \n \n\n3.4\n \n[Certificate\nof Change to the Amended and Restated Articles of Incorporation of PetroTerra Corp. (now known as Transportation and Logistics Systems,\nInc.), as filed with the Nevada Secretary of State, dated July 16, 2018 (incorporated by reference to Exhibit 3.1 to our Form 8-K\nas filed with the Securities and Exchange Commission on July 23, 2018).](https://www.sec.gov/Archives/edgar/data/1463208/000149315218010346/ex3-1.htm)\n\n \n \n \n\n3.5\n \n[Certificate\nof Change to the Amended and Restated Articles of Incorporation of Transportation and Logistics Systems, Inc., as filed with the\nNevada Secretary of State, dated April 15, 2021 (incorporated by reference to Exhibit 3.5 to our Quarterly Report on Form 10-Q for\nthe quarter ended September 30, 2021 as filed with the Securities and Exchange Commission on November 15, 2021).](https://www.sec.gov/Archives/edgar/data/1463208/000149315221019761/ex3-5.htm)\n\n \n \n \n\n3.6\n \n[Certificate\nof Amendment to the Amended and Restated Articles of Incorporation of Transportation and Logistics Systems, Inc., as filed with the\nNevada Secretary of State on December 1, 2023 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K as filed\nwith the Securities and Exchange Commission on January 3, 2024).](https://www.sec.gov/Archives/edgar/data/1463208/000149315224000208/ex3-2.htm)\n\n \n \n \n\n3.7\n \n[Certificate\nof Correction, as filed with the Nevada Secretary of State on November 25, 2024, to the Certificate of Change of the Company dated\nDecember 27, 2023 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K as filed with the Securities and Exchange\nCommission on November 29, 2024).](https://www.sec.gov/Archives/edgar/data/1463208/000149315224048188/ex3-1.htm)\n\n \n \n \n\n3.8\n \n[Amended\nand Restated Bylaws of Transportation and Logistics Systems, Inc. (incorporated by reference to Exhibit 3.1 to our Current Report\non Form 8-K filed with the Securities and Exchange Commission on December 28, 2022).](https://www.sec.gov/Archives/edgar/data/1463208/000149315222036654/ex3-1.htm)\n\n \n \n \n\n4.1\n \n[Certificate\nof Designation, Preferences, Rights and Other Rights of Series B preferred Stock of the Company, dated October 7, 2019 (incorporated\nby reference to Exhibit 4.9 to our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and\nExchange Commission on May 29, 2020).](https://www.sec.gov/Archives/edgar/data/1463208/000149315220010171/ex4-9.htm)\n\n \n \n \n\n4.2\n \n[Amended\nand Restated Certificate of Designation of Preferences, Rights and Limitations of Series E Preferred Stock of the Company, filed\non December 28, 2020 (incorporated by reference to Exhibit 10.28 to our Form S-1/A dated February 10, 2021.](https://www.sec.gov/Archives/edgar/data/1463208/000149315221003119/ex10-28.htm)\n\n \n \n \n\n4.3\n \n[Certificate\nof Designation of Preferences, Rights and Limitations of Series G Preferred Stock of the Company, filed on December 28, 2021 (incorporated\nby reference to Exhibit 3.14 to our registration statement on Form S-1 dated January 28, 2022).](https://www.sec.gov/Archives/edgar/data/1463208/000149315222002570/ex3-14.htm)\n\n \n \n \n\n4.4\n \n[Form\nof Common Stock Purchase Warrant dated December 31, 2021 (incorporated by reference to Exhibit 10.2 to our Current Report on Form\n8-K filed with the Securities and Exchange Commission on January 3, 2022).](https://www.sec.gov/Archives/edgar/data/1463208/000149315222000044/ex10-2.htm)\n\n \n \n \n\n4.5\n \n[Form\nof Common Stock Purchase Warrant issued in Warrant Offering (incorporated by reference to Exhibit 4.1 to our registration statement\non Form S-1 dated January 28, 2022).](https://www.sec.gov/Archives/edgar/data/1463208/000149315222002570/ex4-1.htm)\n\n \n \n \n\n4.6\n \n[Certificate\nof Designation of Preferences, Rights and Limitations of Series H Preferred Stock (incorporated by reference to Exhibit 10.3 to our\nCurrent Report on Form 8-K filed with the Securities and Exchange Commission on September 20, 2022).](https://www.sec.gov/Archives/edgar/data/1463208/000149315222026317/ex10-3.htm)\n\n \n \n \n\n4.7\n \n[Certificate\nof Designation of Preferences, Rights and Limitations of Series I Preferred Stock (incorporated by reference to Exhibit 4.1 to our\nCurrent Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2023).](https://www.sec.gov/Archives/edgar/data/1463208/000149315223024887/ex4-1.htm)\n\n \n\n35 \n\n \n\n \n\n4.8\n \n[Description\nof Securities (incorporated by reference to Exhibit 4.11 to our Annual Report on Form 10-K filed with the Securities and Exchange\nCommission on March 30, 2026).](https://www.sec.gov/Archives/edgar/data/1463208/000149315226013576/ex4-11.htm)\n\n \n \n \n\n4.9\n \n[Certificate\nof Designation of Preferences, Rights and Limitations of Series J Senior Convertible Preferred Stock (incorporated by reference to\nExhibit 3.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 7, 2025).](https://www.sec.gov/Archives/edgar/data/1463208/000164117225008979/ex3-1.htm)\n\n \n \n \n\n4.10\n \n[Certificate\nof Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series J Senior Convertible Preferred Stock\n(incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on\nSeptember 9, 2025).](https://www.sec.gov/Archives/edgar/data/1463208/000149315225012902/ex4-1.htm)\n\n \n \n \n\n10.1+\n \n[Termination\nNotice, dated as of August 26, 2025 (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed with the Securities\nand Exchange Commission on September 2, 2025).](https://www.sec.gov/Archives/edgar/data/1463208/000149315225012569/ex10-4.htm)\n\n \n \n \n\n10.2\n \n[Letter\nAgreement, dated as of August 27, 2025, between Transportation Logistics Systems, Inc., and C/M Capital Master Fund, LP (incorporated\nby reference to Exhibit 10.2 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 2,\n2025).](https://www.sec.gov/Archives/edgar/data/1463208/000149315225012569/ex10-2.htm)\n\n \n \n \n\n10.3\n \n[Promissory\nNote, dated as of August 27, 2025 between Transportation Logistics Systems, Inc. and C/M Capital Master Fund, LP (incorporated by\nreference to Exhibit 10.1 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 2, 2025).](https://www.sec.gov/Archives/edgar/data/1463208/000149315225012569/ex10-1.htm)\n\n \n \n \n\n10.4\n \n[Form\nof Stock Award Agreement, dated as of August 28, 2025, between Transportation Logistics Systems, Inc. and certain former employees,\nconsultants and Sebastian Giordano (incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed with the Securities\nand Exchange Commission on September 2, 2025).](https://www.sec.gov/Archives/edgar/data/1463208/000149315225012569/ex10-3.htm)\n\n \n \n \n\n10.5\n \n[Form\nof Settlement Agreement (Outstanding Liabilities) (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed\nwith the Securities and Exchange Commission on October 17, 2025).](https://www.sec.gov/Archives/edgar/data/1463208/000149315225018453/ex10-1.htm)\n\n \n \n \n\n10.6\n \n[Form\nof Settlement Agreement (Outstanding Liabilities and Warrants) (incorporated by reference to Exhibit 10.2 to our Current Report on\nForm 8-K filed with the Securities and Exchange Commission on July 23, 2025).](https://www.sec.gov/Archives/edgar/data/1463208/000149315225011354/ex10-2.htm)\n\n \n \n \n\n10.7\n \n[Form\nof Exchange Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and\nExchange Commission on July 14, 2025).](https://www.sec.gov/Archives/edgar/data/1463208/000164117225019510/ex10-1.htm)\n\n \n \n \n\n10.8\n \n[Settlement\nAgreement, dated as of December 15, 2025 by and between Transportation Logistics Systems, Inc. and Sebastian Giordano (incorporated\nby reference to Exhibit 10.1 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 17,\n2025).](https://www.sec.gov/Archives/edgar/data/1463208/000149315225028129/ex10-1.htm)\n\n \n \n \n\n10.9\n \n[Retention\nAgreement, dated as of December 15, 2025 by and between Transportation Logistics Systems, Inc. and Sebastian Giordano (incorporated\nby reference to Exhibit 10.2 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 17,\n2025).](https://www.sec.gov/Archives/edgar/data/1463208/000149315225028129/ex10-2.htm)\n\n \n \n \n\n10.10\n \n[Letter\nAgreement, dated as of January 9, 2026, between Transportation Logistics Systems, Inc., and C/M Capital Master Fund, LP (incorporated\nby reference to Exhibit 10.2 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2026).](https://www.sec.gov/Archives/edgar/data/1463208/000149315226002029/ex10-2.htm)\n\n \n \n \n\n10.11\n \n[Form\nof Promissory Note, dated as of January 9, 2026 between Transportation Logistics Systems, Inc. and C/M Capital Master Fund, LP (incorporated\nby reference to Exhibit 10.1 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2026).](https://www.sec.gov/Archives/edgar/data/1463208/000149315226002029/ex10-1.htm)\n\n \n \n \n\n10.12\n \n[Membership\nInterest and Asset Purchase and Sale Agreement, dated as of April 1, 2026, by and among the Company, TLSS Acquisition, Inc., a Delaware\ncorporation; TLSS Reverse PGS, LLC, a Texas limited liability company; Badcer Ops, Inc., a Nevada corporation; Jeff Badders; Mercer\nStreet Global Opportunity Fund, LLC, a Delaware limited liability company; Patriot Glass Solutions, LLC, a Texas limited liability\ncompany; and Michael Wanke (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed with the Securities\nand Exchange Commission on April 7, 2026).](https://www.sec.gov/Archives/edgar/data/1463208/000149315226015436/ex10-1.htm)\n\n \n \n \n\n10.13\n \n[Form\nof Promissory Note, dated as of April 24, 2026, between the Company, as borrower, and C/M Capital Master Fund, LP., as lender (incorporated\nby reference to Exhibit 10.1 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2026).](https://www.sec.gov/Archives/edgar/data/1463208/000149315226019375/ex10-1.htm)\n\n \n \n \n\n10.14\n \n[Letter\nAgreement, dated as of April 24, 2026, between the Company and C/M Capital Master Fund, LP (incorporated by reference to Exhibit\n10.2 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2026).](https://www.sec.gov/Archives/edgar/data/1463208/000149315226019375/ex10-2.htm)\n\n \n \n \n\n10.15*+\n \n[Deferred Compensation Agreement with Sebastian Giordano dated April 23, 2026.](ex10-15.htm)\n\n \n \n \n\n10.16*+\n \n[Form of Deferred Compensation Agreement with Directors dated April 23,2026.](ex10-16.htm)\n\n \n \n \n\n10.17*+\n \n[Amendment No. 1 to the Retention Agreement dated April 23, 2026, by and between Transportation and Logistics Systems, Inc. and Sebastian Giordano.](ex10-17.htm)\n\n \n \n \n\n21\n \n[Subsidiaries\nof Registrant (incorporated by reference to Exhibit 21 of our Annual Report on Form 10-K filed with the Securities and Exchange Commission\non March 30, 2026).](https://www.sec.gov/Archives/edgar/data/1463208/000149315224048930/ex21.htm)\n\n \n \n \n\n31.1#\n \n[Certification\nof Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section\n302 of the Sarbanes-Oxley Act of 2002.](ex31-1.htm)\n\n \n \n \n\n32.1#\n \n[Certification\nof Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section\n906 of the Sarbanes-Oxley Act of 2002.](ex32-1.htm)\n\n \n \n \n\n101.INS*\n \nInline\nXBRL Instances Document\n\n101.SCH*\n \nInline\nXBRL Taxonomy Extension Schema Document\n\n101.CAL*\n \nInline\nXBRL Taxonomy Extension Calculation Linkbase Document\n\n101.DEF*\n \nInline\nXBRL Taxonomy Extension Definition Linkbase Document\n\n101.LAB*\n \nInline\nXBRL Taxonomy Extension Label Linkbase Document\n\n101.PRE*\n \nInline\nXBRL Taxonomy Extension Presentation Linkbase Document\n\n104\n \nCover\nPage Interactive Data File (embedded within the Inline XBRL document)\n\n \n\n*\nFiled herewith.\n\n \n\n+\nIndicates a management contract or any compensatory plan, contract, or arrangement.\n\n \n\n#\nFurnished herewith. The certifications attached as Exhibit 31.1 and Exhibit 32.1 that accompany this Quarterly Report are not deemed\nfiled with the Securities and Exchange Commission and are not deemed filed with the Securities and Exchange Commission and are not to\nbe incorporated by reference into any filing of Transportation and Logistics Systems, Inc. under the Securities Act or the Exchange Act,\nwhether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.\n\n \n\n36 \n\n \n\n** **\n\n**SIGNATURES**\n\n \n\nPursuant\nto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by\nthe undersigned thereunto duly authorized.\n\n \n\n \n**TRANSPORTATION\nAND LOGISTICS SYSTEMS, INC.**\n\n \n \n \n\nDated:\nMay 14, 2026\nBy:\n*/s/\nSebastian Giordano*\n\n \nName: \nSebastian\nGiordano\n\n \nTitle:\nChief\nExecutive Officer and Chief Financial Officer\n\n(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)\n\n \n\n37 \n\n** **"}