TLSS · Transportation & Logistics Systems, Inc.

Received pursuant to a settlement agreement between the Reporting Person and the Issuer, dated as of December 15, 2025, in exchange for the settlement of certain liabilities.

The Series J senior convertible preferred stock is convertible at any time, at the holder's election, at an initial conversion price of $0.001 per share of common stock and is perpetual and therefore has no expiration date. The Series J senior convertible preferred stock is subject to a contractual limitation such that the reporting person may not convert Series J senior convertible preferred stock to the extent that after giving effect to such conversion, the reporting person (together with its attribution parties as defined in the certificate of designations) would beneficially own in excess of 4.99% of the shares of common stock outstanding immediately after giving effect to such conversion.

Received pursuant to a stock award agreement between the Reporting Person and the Issuer, dated August 28, 2025, for current and future services performed. The shares of Series J senior convertible preferred stock vest immediately upon issuance.

The Series J senior convertible preferred stock is convertible at any time, at the holder's election, at an initial conversion price of $0.001 per share of common stock and is perpetual and therefore has no expiration date. The Series J senior convertible preferred stock is subject to a contractual limitation such that the reporting person may not convert Series J senior convertible preferred stock to the extent that after giving effect to such conversion, the reporting person (together with its attribution parties as defined in the certificate of designations) would beneficially own in excess of 4.99% of the shares of common stock outstanding immediately after giving effect to such conversion.

Received pursuant to a settlement agreement between the Reporting Person and the Issuer, dated May 30, 2025, in exchange for the settlement of $132,463.01 in outstanding liabilities owed by the Issuer.

The Series J senior convertible preferred stock is convertible at any time, at the holder's election, at an initial conversion price of $0.001 per share of common stock and is perpetual and therefore has no expiration date. The Series J senior convertible preferred stock is subject to a contractual limitation such that the reporting person may not convert Series J senior convertible preferred stock to the extent that after giving effect to such conversion, the reporting person (together with its attribution parties as defined in the certificate of designations) would beneficially own in excess of 4.99% of the shares of common stock outstanding immediately after giving effect to such conversion.

Received pursuant to a settlement agreement between the Reporting Person and the Issuer, dated May 30, 2025, in exchange for the settlement of $1,734,807.54 in outstanding liabilities owed by the Issuer.

The Series J senior convertible preferred stock is convertible at any time, at the holder's election, at an initial conversion price of $0.001 per share of common stock and is perpetual and therefore has no expiration date. The Series J senior convertible preferred stock is subject to a contractual limitation such that the reporting person may not convert Series J senior convertible preferred stock to the extent that after giving effect to such conversion, the reporting person (together with its attribution parties as defined in the certificate of designations) would beneficially own in excess of 4.99% of the shares of common stock outstanding immediately after giving effect to such conversion.

Received pursuant to a settlement agreement between the Reporting Person and the Issuer, dated May 30, 2025, in exchange for the settlement of $1,186.49 in outstanding liabilities owed by the Issuer.

The Series J senior convertible preferred stock is convertible at any time, at the holder's election, at an initial conversion price of $0.001 per share of common stock and is perpetual and therefore has no expiration date. The Series J senior convertible preferred stock is subject to a contractual limitation such that the reporting person may not convert Series J senior convertible preferred stock to the extent that after giving effect to such conversion, the reporting person (together with its attribution parties as defined in the certificate of designations) would beneficially own in excess of 4.99% of the shares of common stock outstanding immediately after giving effect to such conversion.

Received pursuant to a settlement agreement between the Reporting Person and the Issuer, dated May 30, 2025, in exchange for the settlement of $3,686.76 in outstanding liabilities owed by the Issuer.

The Series J senior convertible preferred stock is convertible at any time, at the holder's election, at an initial conversion price of $0.001 per share of common stock and is perpetual and therefore has no expiration date. The Series J senior convertible preferred stock is subject to a contractual limitation such that the reporting person may not convert Series J senior convertible preferred stock to the extent that after giving effect to such conversion, the reporting person (together with its attribution parties as defined in the certificate of designations) would beneficially own in excess of 4.99% of the shares of common stock outstanding immediately after giving effect to such conversion.

On 3/11/22, pursuant to an employment agreement dated 1/4/22, the Company granted the Reporting Person 122,126,433 shares of Company common stock which were valued at $1,343,391, or $0.011 per common share, based on the quoted closing price of the Company's common stock on the measurement date. These shares vest in four (4) equal annual installments with the first installment of 30,531,608 shares vesting on 1/3/22, and 30,531,608 additional shares vesting on January 3rd of each subsequent year through 1/3/25.

On 3/11/22, the Company also made restricted stock awards, in equal amounts, to the three (3) independent members of the Company's board of directors (i.e., Messrs. Mercadante, Newton, and Benton), covering an aggregate of 5,454,546 shares of Common Stock, at $0.011 per common share, based on the quoted closing price of the Common Stock on the measurement date. These shares will vest in equal four (4) quarterly installments with the first installment of 1,363,636.50 shares vesting on 3/31/22, and 1,363,636.50 shares vesting each subsequent quarter through 12/31/22.

On 3/11/22, the Company made a restricted stock award to Mr. Mercadante, the Company's former CEO and continuing director, covering 22,727,273 shares of the Company's Common Stock, at $0.011 per common share, based on the quoted closing price of the Common Stock on the measurement date. These shares vested immediately.

On 3/11/22, pursuant to an employment agreement effective 1/3/2022, the Company granted the Reporting Person 11,363,636 shares of Company common stock which were valued at $125,000, or $0.011 per common share, based on the quoted closing price of the Company's common stock on the measurement date. These shares vest in four (4) equal quarterly installments with the first installment of 2,840,909 shares vesting on 3/31/22, and 2,840,909 shares vesting each subsequent quarter through 12/31/22.

On 3/11/22, the Company made restricted stock awards, in equal amounts, to the three (3) independent members of the Company's board of directors (i.e., Messrs. Mercadante, Newton, and Benton), covering an aggregate of 5,454,546 shares of Common Stock, at $0.011 per common share, based on the quoted closing price of the Common Stock on the measurement date. These shares vest in equal four (4) quarterly installments with the first installment of 1,363,636.50 shares vesting on 3/31/22, and 1,363,636.50 shares vesting each subsequent quarter through 12/31/22.

On 3/11/22, the Company made restricted stock awards, in equal amounts, to the three (3) independent members of the Company's board of directors (i.e., Messrs. Mercadante, Newton, and Benton), covering an aggregate of 5,454,546 shares of Common Stock, at $0.011 per common share, based on the quoted closing price of the Common Stock on the measurement date. These shares vest in equal four (4) quarterly installments with the first installment of 1,363,636.50 shares vesting on 3/31/22, and 1,363,636.50 shares vesting each subsequent quarter through 12/31/22.

Reference is made to a Schedule 13G filed by the Reporting Person on May 5, 2020 for details on how the Reporting Person inadvertently became a beneficial owner of more than 4.99% of outstanding stock based on incorrect information provided by the issuer's transfer agent. In connection with the Reporting Person's conversion on April 20, 2020, it was its intention to sell such securities in an expeditious manner as market conditions allowed and not exercise any indicia of control of the issuer.

As of April 21, 2020, the Reporting Person ceased to beneficially own 10% or more of outstanding common stock based on information supplied by the issuer.

Reference is made to a Schedule 13G filed by the Reporting Person on May 5, 2020 for details on how the Reporting Person inadvertently became a beneficial owner of more than 4.99% of outstanding stock based on incorrect information provided by the issuer's transfer agent. In connection with the Reporting Person's conversion on April 20, 2020, it was its intention to sell such securities in an expeditious manner as market conditions allowed and not exercise any indicia of control of the issuer.

Reference is made to a Schedule 13G filed by the Reporting Person on May 5, 2020 for details on how the Reporting Person inadvertently became a beneficial owner of more than 4.99% of outstanding stock based on incorrect information provided by the issuer's transfer agent. In connection with the Reporting Person's conversion on April 20, 2020, it was its intention to sell such securities in an expeditious manner as market conditions allowed and not exercise any indicia of control of the issuer.

Reference is made to a Schedule 13G filed by the Reporting Person on May 5, 2020 for details on how the Reporting Person inadvertently became a beneficial owner of more than 4.99% of outstanding stock based on incorrect information provided by the issuer's transfer agent. In connection with the Reporting Person's conversion on April 20, 2020, it was its intention to sell such securities in an expeditious manner as market conditions allowed and not exercise any indicia of control of the issuer.

The conversion is exempt from Section 16(b) under the Securities Exchange Act of 1934 by virtue of Rule 16b-6.

The conversion price is subject to adjustment in accordance with the Convertible Note.

In 2020, the Company retained the services of a consultant, Ascentaur, LLC ("Ascentaur"), pursuant to a Consulting Agreement between the Company and Ascentaur dated 2/21/20, as amended (the "Consulting Agreement"). Under the Consulting Agreement, the Reporting Person, who is the CEO and principal of Ascentaur, provided management services to the Company. Pursuant to the Consulting Agreement, in 2020, Ascentaur received a warrant to purchase up to 25,000,000 shares of common stock of the Company exercisable at $0.06 per share, in whole or in part, at any time between 6/16/2020 and 6/16/2025.