Exhibit 10.1

Execution Version

STOCK PURCHASE AND SALE AGREEMENT

dated as of January 4, 2023

by and among

TLSS Acquisition, 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 (collectively, the “Companies”);

The Shareholders of the Companies;

Kathryn Boyd, as the Shareholders’ Representative;

and

R|A Feingold Law & Consulting, P.A., as Closing Agent and Escrow Agent.

STOCK PURCHASE AND SALE AGREEMENT

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.” Capitalized terms that are used but not defined or qualified shall have the meanings set forth in Article X.

RECITALS

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained in this Agreement, the Parties, intending to be legally bound, hereby agree as follows:

Article I
PURCHASE AND SALE OF SHARES

Subject to the terms and conditions of this Agreement, the consummation of the Transaction (the “Closing”) shall be on or before January 31, 2023, provided that all conditions set forth in Section 5.1 and Section 5.3 shall have been satisfied or waived by the Party or Parties entitled to the benefits thereof of such conditions. All actions taken at the Closing shall be deemed to have been taken simultaneously at the time the last of any such actions are taken or completed. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. The Companies, the Shareholders and the Buyer, and their respective attorneys need not be physically present at the Closing and may deliver documents by electronic transmission, overnight air courier, or other means, provided, however, originals of documents transmitted by electronic means shall be delivered by overnight air courier after the Closing, if requested by either Party.

Article II
REPRESENTATIONS AND WARRANTIES OF BUYER

As a material inducement to the Shareholders and the Companies to enter into this Agreement and to consummate the Transaction, the Buyer hereby represents and warrants to Shareholders and the Companies, as of the Agreement Date, as of the Schedule Delivery Date, and as of the Closing Date, as follows:

The Buyer is a corporation duly organized, and is validly existing and in good standing under the laws of the States of Delaware and is duly authorized and qualified under all applicable laws, regulations, and ordinances of public authorities to carry on its business in the places and in the manner now conducted except where the failure to be so authorized or qualified would not have a material adverse effect on Buyer’s business.

The Buyer has the full legal right, power and authority to enter into this Agreement and all other agreements, certificates, and required to be entered into and delivered to consummate the Transaction contemplated hereby (the “Transaction Documents”). The execution, delivery and performance of this Agreement has been approved by the board of directors of the Buyer, and as may be required, approved by the sole shareholder of the Buyer, TLSS and as may be required TLSS’s shareholders. No additional corporate proceedings on the part of the Buyer are necessary to authorize the execution and delivery of this Agreement. Any corporate proceedings on the part of the Buyer necessary to authorize the consummation by the Buyer of the Transaction contemplated hereby shall be consummated prior to the Closing. This Agreement has been duly and validly executed and delivered by the Buyer, and, assuming the due authorization, execution and delivery by the Companies and the Shareholders, constitutes a valid and binding agreement of the Buyer, TLSS, the Companies and the Shareholders, enforceable against the Buyer, in accordance with its terms. Except as provided in Schedule 2.2, the execution and delivery of this Agreement by the Buyer does not, and the consummation by the Buyer of the Transaction will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Buyer or any of its subsidiaries under any of the terms, conditions or provisions of (a) the “Charter Documents” (as hereinafter defined) of the Buyer, (b) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to the Buyer or any of its properties or assets or (c) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Buyer is now a party or by which the Buyer or any of its properties or assets may be bound or affected, excluding from the foregoing clauses (b) and (c) such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Material Adverse Effect on the business, operations, properties, assets, condition (financial or other), results of operations, or prospects of the Buyer (the “Buyer Material Adverse Effect”). No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by the Buyer or the consummation by the Buyer of the Transaction, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have a Buyer Material Adverse Effect on the business, operations, properties, assets, condition (financial or other), results of operations or prospects of the Buyer.

Except as set forth in Schedule 2.3, there is no action pending or, to the actual knowledge of Buyer, threatened against Buyer and no circumstance exists that could reasonably (a) prevent the Buyer from complying with its financial obligations to the Shareholders hereunder, except Buyer’s inability to obtain the Financing pursuant to Section 1.6 above, or (b) lead to a voluntary or involuntary petition in bankruptcy, receivership, insolvency or reorganization with respect to Buyer, or petition to appoint a receiver or trustee of Buyer’s property to be filed by or against Buyer.

Buyer shall provide written notice to Shareholders if Buyer obtains knowledge that any of Buyer’s representations and warranties are not true and correct.

Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. Buyer is able to bear the economic risk of holding the Shares for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment.

There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s actual knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the Transaction.

Buyer acknowledges and agrees that in (a) making its decision to enter into this Agreement and to consummate the Transaction set forth herein, Buyer has relied solely upon its own investigations and the express representations and warranties of the Companies and the Shareholders set forth in Article III of this Agreement and (b) none of the Shareholders, the Companies, or any other person has made or is making any other express or implied representations or warranties either written or oral, except as expressly set forth in Article III of this Agreement. Any items and documents required to be delivered or made available to the Buyer pursuant to Article III, any schedules, and Buyer’s due diligence review may be provided to Buyer by uploading the materials to the iManage virtual data room (the “Data Room”) prior to the Due Diligence Expiration Date, subject to the provisions of Section 6.5(d) hereof.

No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transaction based upon arrangements made by or on behalf of Buyer.

Article III
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND SHAREHOLDERS

As a material inducement to the Buyer to enter into this Agreement and to consummate the Transaction, the Companies and the Shareholders, severally and jointly, hereby represent and warrant to Buyer, as of the Agreement Date, as of the Schedule Delivery Date, as to the items to be disclosed on the Schedules, and as of the Closing Date, as follows:

The authorized shares of capital stock of the Companies are identified on Schedule 3.3. Except as set forth on Schedule 3.3, all of the issued and outstanding shares of the Companies common stock are owned beneficially and of record by the Shareholders as set forth on Schedule 3.3. Except as set forth on Schedule 3.3, all of the issued and outstanding shares have been duly authorized and validly issued, are fully paid and non-assessable, and were offered, issued, sold and delivered by the Companies in compliance with all applicable state and federal laws concerning the issuance of shares. Except as set forth on Schedule 3.3, none of such Shares were issued in violation of the preemptive rights of any past or present Shareholders. The exchange of the Purchase Price for the Shares pursuant to this Agreement will transfer to the Buyer valid title in the Shares owned by the Shareholders, free and clear of all lien, encumbrances and claims of every kind. Except as set forth on Schedule 3.3 no subscription, option, warrant, call, convertible or exchangeable security, other conversion right or commitment of any kind exists which obligates the Companies to issue any of their shares or the Shareholders to transfer any of the Shares.

The Companies do not presently own or control, directly or indirectly, any interest in any other corporation, association, or other business entity. The Companies do not own any equity securities in any joint venture, partnership, or similar arrangement.

The Shareholders have delivered to the Buyer complete and correct, in all material respects, copies of the following financial statements:

Schedule 3.7 sets forth an accurate, in all material respects, list of the accounts and notes receivable of the Companies as of the Agreement Date, including any such amounts which are not reflected in the Interim Balance Sheet (“Accounts Receivables”). Outstanding Account Receivables from and advances to employees, the Shareholders and any entities or persons related to or affiliated with the Shareholders are separately identified on Schedule 3.7. Schedule 3.7 also sets forth an accurate, in all material respects, aging of all accounts and notes receivable as of the Agreement Date, showing amounts due in 30-day aging categories. Except as set forth on Schedule 3.7, the trade and other accounts receivable of the Companies which are classified as current assets on the Interim Balance Sheet are bona fide receivables, were acquired in the ordinary course of business, are stated in accordance with past accounting practices and, subject to the reserve for doubtful accounts, need not be written-off as uncollectible.

Schedule 3.9 sets forth an accurate list of (i) all customers representing 5% or more of the Companies’ revenues in any of the periods covered by the Financial Statements, and (ii) all available material contracts, commitments and similar agreements in the Companies possession to which the Companies are currently a party or by which it or any of its properties is bound, including, but not limited to, contracts with customers, leases, loan agreements, pledge and security agreements, indemnity or guaranty agreements, bonds, notes, mortgages, joint venture or partnership agreements, options to purchase real or personal property, and agreements relating to the purchase or sale by the Companies of assets or securities. The Companies have made available to the Buyer true, complete and correct copies of all such agreements in the Companies possession, which have been uploaded to the Data Room prior to the Schedule Delivery Date. Except to the extent set forth on Schedule 3.9, (i) none of the Companies’ material customers have canceled or substantially reduced or is currently attempting or, to the Knowledge of Companies, threatening to cancel or substantially reduce its use of the Companies’ services, (ii) the Companies have complied with all material commitments and obligations pertaining to it under such agreements and is not in default under any such agreements, no notice of default has been received by the Companies and the Shareholders are aware of no basis therefor and (iii) the Transaction contemplated by this Agreement will not result in a default or an automatic termination of any contracts between the Companies and their customers. Except as set forth on Schedule 3.9, the Companies are not now a party to any governmental contracts which by their terms are subject to price redetermination or renegotiation.

Schedule 3.10 contains an accurate list of all licenses, franchises, permits, and other governmental authorizations and intangible assets held by the Companies that are material to the conduct of their business including, without limitation, permits, licenses and operating authorizations, titles (including motor vehicle titles and current registrations), franchises, and certificates, owned or held by the Companies. Copies of such licenses, franchises, permits, and other governmental authorizations will be uploaded to the Data Room prior to the Schedule Delivery Date. To the Companies’ Knowledge, the licenses, operating authorizations, franchises, permits and other governmental authorizations listed on Schedule 3.10 are valid, and the Companies have not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, operating authorization, franchise, permit or other governmental authorization. To the Knowledge of the Companies, the Companies hold all licenses, operating authorizations, franchises, permits and other governmental authorizations the absence of any of which could have a material adverse effect on the business, operations, properties, assets, condition (financial or other), results of operations or prospects of the Companies. To the Knowledge of the Companies, the Companies have conducted and are conducting their business in substantial compliance with the requirements, standards, criteria and conditions set forth in its licenses, operating authorizations, franchises, permits and other governmental authorizations as well as the applicable orders, approvals and variances related thereto, and is not in violation of any of the foregoing except for any violations that would not have a Material Adverse Effect on the business, operations, properties, assets, condition (financial or otherwise), results of operations or prospects of the Companies. Except as specifically provided on Schedule 3.10, the Transaction will not result in a default under or a breach or violation of, or, to the Knowledge of the Companies, adversely affect the rights and benefits afforded to the Companies by, any such material licenses, operating authorizations, franchises, permits and other government authorizations.

Except as set forth on Schedule 3.11:

The Companies are not bound by or subject to any arrangement with any labor union. No employees of the Companies are represented by any labor union or covered by any collective bargaining agreement nor, to the Knowledge of the Companies, is any campaign to establish such representation in progress. There is no pending or, to the Knowledge of the Companies, threatened labor dispute involving the Companies and any group of its employees nor have the Companies experienced any labor interruptions over the past five years.

Schedule 3.13 sets forth an accurate list as of the Balance Sheet Date of all insurance policies carried by the Companies and of all insurance loss runs or workers compensation claims received for the past two (2) policy years. The Companies have made available to the Buyer true, complete and correct copies of all of the Companies’ insurance policies currently in effect, which have been uploaded to the Data Room prior to the Schedule Delivery Date. Except as set forth on Schedule 3.13, none of such policies is a “claims made” policy. The insurance policies set forth on Schedule 3.13 provide coverage consistent with industry standards against the risks involved in the Companies’ business. Such policies are currently in full force and effect. Such insurance policies meet the requirements set forth in any contracts with the Companies’ customers.

Schedule 3.14 sets forth an accurate schedule of Shareholders, members of the board of directors and officers and key employees of the Companies, listing all employment agreements with such Shareholders, officers and employees and the rate of compensation (and the portions thereof attributable to salary, bonus, benefits and other compensation, respectively) of each of such persons as of the Agreement Date. True, complete and correct copies of all such employment agreements and all other employment agreements and other similar agreements or arrangements containing “golden parachute” or other similar provisions have been uploaded to the Data Room prior to the Schedule Delivery Date. Schedule 3.14 sets forth an accurate list of all independent contractors with whom the Companies currently have a working relationship or has had a working relationship since January 1, 2022. The Companies have made available to Buyer true, complete and correct copies of all such independent contractor agreements in the Companies posession, or a description of any independent contractor relationships which are not in writing, all of which have been uploaded to the Data Room prior to the Schedule Delivery Date. The Company does not engage employees or independent contractors through the use of a staffing company.

Since the Balance Sheet Date, the Companies have conducted their operations in the ordinary course and, except as set forth on Schedule 3.18, there has not been:

Schedule 3.19 sets forth an accurate schedule as of the (a) Balance Sheet Date and (b) Agreement Date, of (i) the name of each financial institution or brokerage firm in which the Companies have accounts or safe deposit boxes; (ii) the names in which the accounts or boxes are held; (iii) the type of account and the cash, cash equivalents and securities held in such account; and (iv) the name of each person authorized to draw thereon or have access thereto. Schedule 3.19 also sets forth the name of each person, corporation, firm or other entity holding a general or special power of attorney from the Companies and a description of the terms thereof.

Neither the Companies nor any of their respective Affiliates or Subsidiaries have taken any action which would constitute a violation of the Foreign Corrupt Practices Act of 1977, as amended, or any similar law.

Except as set forth on Schedule 3.21, the Shareholders do not own, directly or indirectly, any interest in, or is an officer, director, employee or consultant of or otherwise receives remuneration from, any business which is a competitor, lessor, lessee, customer or supplier of the Companies. Except as set forth on Schedule 3.21, no Shareholders, member of the board of directors, officer, or director of the Companies has, nor during the period since inception through the date hereof, have any interest in any property, real or personal, tangible or intangible, used in or pertaining to the Companies’ business.

Schedule 3.22 sets forth an accurate list of all patents, trademarks, trade names, copyrights, patent applications, service marks, and other intellectual property or proprietary property rights owned or used by the Companies. The Companies own or possesses sufficient legal rights to use all of such items without conflict with or, to the Knowledge of the Companies, infringement of the rights of others.

No representation or warranty made by Companies and/or Shareholders, when considered together with the Schedules to this Agreement, contains any untrue statement of material fact, or omits to state any material fact required to be disclosed by such representation or warranty, that is necessary, in light of the context in which it is made, to make any statement made in such representation or warranty not misleading.

Except for agreements described in Schedule 3.24 and in the Charter Documents, there are no agreements, understandings, or proposed transactions between Companies and their respective Shareholders, or any of their respective members of the board of directors or officers, Affiliates, Subsidiaries or any Affiliates thereof.

Except as set forth in Schedule 3.26 neither the Companies nor the Shareholders have agreed to incur, directly or indirectly, any liability for brokerage or finders’ fees, agents’ commissions, or other similar charges in connection with this Agreement or any of the Transaction. Any commissions due as a result of an engagement of a brokerage or other advisory firm by the Companies or the Shareholders shall be the responsibility of either the Companies (to be paid prior to or simultaneously with the Closing) or the Shareholders.

Except for the representations and warranties expressly set forth in this Article III (including the related portions of the Schedules), which are made as of the Agreement Date or the Schedule Delivery Date and again as of the Closing Date, none of the Companies or the Shareholders have made or makes, and the Companies and the Shareholders hereby expressly disclaim, any other express or implied representation or warranty, either written or oral, with respect to the Companies, their respective operations, finances, business and any other related matter.

Article IV
CONDUCT OF THE PARTIES PENDING THE CLOSING

Article V
CLOSING DELIVERIES AND CONDITIONS

The obligation of the Companies and the Shareholders to consummate the Transaction shall be subject to the satisfaction on or before the Closing Date of each of the following conditions:

The obligation of Buyer to consummate the Transaction shall be subject to the delivery, prior to or at Closing, of each of the following by the Companies and the Shareholders (the delivery of any or all of which may be waived by the Buyer in Buyer’s discretion):

The obligations of the Buyer to consummate the Transaction shall be subject to the satisfaction on or before the Closing Date of each of the following conditions:

The obligation of the Companies and the Shareholders to consummate the Transaction shall be subject to the delivery, prior to or at Closing, of each of the following by the Buyer (the delivery of any or all of which may be waived by the Companies and the Shareholders in their discretion):

Article VI
COVENANTS OF THE PARTIES

Each Party hereto agrees that it will not use, or permit the use of, any of the information relating to any other Party hereto furnished to it in connection with the Transaction (“Information”) in a manner or for a purpose detrimental to such other Party or otherwise than in connection with the Transaction, and that they will not disclose, divulge, provide or make accessible (collectively, “Disclose” or “Disclosure”), or permit the Disclosure of, any of the Information to any person or entity, other than their respective directors, officers, employees, investment advisors, accountants, counsel and other authorized representatives and agents, except as may be required by judicial or administrative process or, in the opinion of such Party’s counsel, by other requirements of Law, including, but not limited to public announcements required in accordance with Section 6.6 hereof; provided, however, that prior to any Disclosure of any Information permitted hereunder, the disclosing Party will first obtain the recipients’ undertaking to comply with the provisions of this Section 6.3 with respect to such Information, other than public announcements required in accordance with Section 6.6 hereof, which shall not require the prior written consent of the non-disclosing Party. The term “Information” as used herein will not include any information relating to a Party that the Party disclosing such information can show: (i) to have been in its possession prior to its receipt from another Party hereto; (ii) to be now or to later become generally available to the public through no fault of the disclosing Party; (iii) to have been available to the public at the time of its receipt by the disclosing Party; (iv) to have been received separately by the disclosing Party in an unrestricted manner from a person entitled to disclose such information; or (v) to have been developed independently by the disclosing Party without regard to any information received in connection with the Transaction contemplated herein. Each Party hereto also agrees to promptly return to the Party from whom it originally received such Information all original and duplicate copies of written materials containing Information should the Transaction. All Parties hereto will be deemed to have satisfied each’ obligations to hold the Information confidential if each exercises the same care as each takes with respect to each Party’s similar information.

Subject to the terms and conditions herein provided, the Parties hereto will use their best efforts to take or cause to be taken all actions and do or cause to be done all things necessary, proper or advisable under applicable laws to consummate and make effective, as soon as reasonably practicable, the Transaction, including without limitation obtaining all consents of any person or entity, whether private or governmental, required in connection with the consummation of the Transaction contemplated herein. In furtherance, and not in limitation of the foregoing, it is the intent of the Parties to consummate the Transaction at the earliest practicable time, and they respectively agree to exert commercially reasonable efforts to that end, including without limitation: (i) the removal or satisfaction, if possible, of any objections to the validity or legality of the Transaction; and (ii) the satisfaction of the conditions to consummation of the Transaction.

No Party hereto will make any public announcement with respect to the Transaction without the prior written consent of the other Party; provided, however, that Buyer or TLSS shall be permitted to file information regarding the Transaction contemplated hereby that Buyer or TLSS is required to file in connection with its status as a reporting company under the Securities Exchange Act of 1934, without the prior written consent of the Companies and the Shareholders, but with prior consultation with the Companies and the Shareholders, and Buyer and TLSS shall be permitted to issue a press release in connection with such filing, without the prior written consent of the Companies and the Shareholders, but with prior consultation with the Companies and the Shareholders.

Article VII
REMEDIES FOR BREACHES OF THIS AGREEMENT

Except as otherwise provided herein, the representations and warranties contained in Article II and Article III hereof and in any certificate delivered pursuant to this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date, provided, however, the representations and warranties with respect to the PPP Loans in Section 3.6(b) shall survive for six (6) years from the date of forgiveness, if the SBA has the right to audit the Companies for such period of time. All covenants and other agreements in this Agreement shall survive the Closing in accordance with their express terms, and if there are no such survival terms, the covenants and agreements shall expire on the Closing Date.

The Shareholders covenant and agree that the Shareholders shall indemnify, defend, protect and hold harmless the Buyer and Buyer’s officers, directors, employees, shareholders, agents, representatives and Affiliates, in accordance with Section 7.1 from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation) (the “Losses”) incurred by any of such indemnified persons as a result of or arising from (i) any breach of the representations and warranties of the Shareholders set forth Article III or in the Schedules or certificates delivered in connection herewith, and (ii) any breach or nonfulfillment of any covenant or agreement on the part of the Shareholders or the Companies under this Agreement.

In order to secure certain of the Shareholders’ indemnification obligations hereunder, in connection with the Closing, the Indemnification Escrow has been established and which shall be maintained for a period of twelve (12) months after Closing. In the event the Buyer makes an indemnification claim for Losses during such twelve (12) months period and an indemnification payment is due to the Buyer pursuant to Section 7.5 below, then the Indemnification Escrow shall be released from escrow to the Buyer in the amount of such claim in accordance with Section 9. 12.

The Buyer covenants and agrees that Buyer shall indemnify, defend, protect and hold harmless the Shareholders and their respective heirs, representatives, assigns, successors, and Affiliates, at all times from and after the date of this Agreement from and against all Losses incurred by any of such indemnified persons as a result of or arising from (i) any breach of the representations and warranties of the Buyer, as set forth herein or in the Schedules or certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement on the part of the Buyer under this Agreement, and (iii) any guarantees made by any of the Shareholders for the benefit of any of the Companies, which are not related to Excluded Liabilities and for which the Companies continue to receive any economic benefit from after the Closing Date.

Article VIII
LIMITATIONS ON COMPETITION

The Shareholders (each a “Non-Compete Party” and collectively, the “Non-Compete Parties”), agree as follows:

Because of the difficulty of measuring economic losses to Buyer as a result of any breach by a Non-Compete Party of the covenants in Article VIII, and because of the immediate and irreparable damage that could be caused to Buyer for which it would have no other adequate remedy, each Non-Compete Party agrees that Buyer may enforce the provisions of Article VIII by injunctions and restraining orders against such Non-Compete Party without the posting of a bond or other security, if such Non-Compete Party breaches any of such provisions. It is specifically agreed by the Parties that the period specified in Section 8.1 shall be computed by excluding from such computation, any time during which the Non-Compete Party is in violation of any provision of Article VIII.

The Parties expressly, irrevocably and unconditionally acknowledge and agree that they have given consideration to the provisions delineated in this Article VIII and agree that the restrictions set forth herein in this Article VIII are fair and reasonable and are reasonably required for the protection of the Buyer’s rights pursuant to the terms and conditions hereunder. The Shareholders further acknowledge that the Shareholders are being reasonably compensated for the imposition of such restrictions pursuant to, among other things, the Purchase Price herein.

The post-closing covenants contained in this Article VIII shall immediately cease upon the Buyer’s failure to timely satisfy any consideration payment due to the Shareholders.

Each Non-Compete Party hereby agrees that this Article VIII is a material and substantial part of the Transaction contemplated hereby.

Article IX
MISCELLANEOUS

This Agreement and the related Transaction Documents may be terminated at any time on or before the Closing Date by mutual written agreement signed by the Buyer, the Companies and the Shareholders. In such event (i) the Parties will, upon request, return all documents, work papers and other material of the other Parties relating to the Transaction, whether obtained before or after the execution hereof, to the Party furnishing the same within fifteen (15) days of termination; (ii) no Party will have any liability for a breach of any representation, warranty, agreement, covenant or the provision of this Agreement; and (iii) all filings, applications and other submissions made pursuant to the terms of this Agreement will, to the extent practicable, be withdrawn from the agency or other person to which made.

Each of the Parties shall pay its own expenses incurred in connection with the consummation of this Agreement and the Transaction.

Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the Parties hereto, provided, however, that the rights of Buyer to purchase the Shares shall not be assignable without the consent of the Shareholders. Notwithstanding the foregoing, the Buyer may assign this Agreement to a newly formed wholly owned subsidiary of TLSS without the consent of the Shareholders or the Companies, provided, however, that such assignment shall not relieve Buyer of it’s obligations herein. Except as set forth herein, this Agreement shall not be construed so as to confer any right or benefit on any party not a party hereto, other than their respective successors, assigns, heirs, executors, and administrators.

This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement among the Parties with regard to the subjects hereof and thereof and supersede all prior agreements and understandings relating thereto, and the schedules attached hereto or accompanying this Agreement are hereby incorporated into this Agreement by reference. Neither this Agreement nor any term hereof may be amended, waived, discharged, or terminated other than by a written instrument signed by the Party against whom enforcement of any such amendment, waiver, discharge, or termination is sought.

All notices under this Agreement shall be sufficiently given for all purposes if made in writing and delivered personally, sent by documented overnight delivery service, or, to the extent receipt is confirmed, by facsimile or other electronic transmission, to the following addresses and numbers.

Notices to Companies shall be addressed to:

Ms. Kathryn Boyd, President
Severance Trucking Co., Inc.
Severance Warehousing, Inc.

McGrath Trailer Leasing, Inc.
49 McGrath Road
Dracut, MA 01826
Email: kathy@severancetrucking.com

with a copy to:

John D. Colucci, Esq.
300 TradeCenter

Suite 7000

Woburn, MA 01801

Telephone: 781-904-2691
Email: john.colucci@mclane.com

or at such other address and to the attention of such other person as Companies may designate by written notice to Buyer.

Notices to Shareholders shall be addressed to:

Ms. Kathryn Boyd

[REDACTED]

Email: [REDACTED]

with a copy to:

John D. Colucci, Esq..
300 TradeCenter

Suite 7000

Woburn, MA 01801
Telephone: 781-904-2691
Email: john.colucci@mclane.com

or at such other address and to the attention of such other person as the Shareholders’ Representative may designate by written notice to Buyer

Notices to Buyer shall be addressed to:

Mr. Sebastian Giordano, CEO
TLSS Acquisition, Inc.
5500 Military Trail, Suite 22-357
Jupiter, FL 33458
Email: sebastian.giordano@tlss-inc.com

with a copy to:

Robert A. Feingold, Esq.
R|A Feingold Law & Consulting, P.A.
401 E. Las Olas Blvd., Suite 1400
Ft. Lauderdale, FL 33301
Telephone: 954-967-2575
Email: robert@rafeingoldlaw.com

or at such other address and to the attention of such other person as Buyer may designate by written notice to Companies and the Shareholders.

No delay or omission to exercise any right, power, or remedy accruing to any Party upon any breach or default of the other Party under this Agreement or other agreement under the Transaction shall impair any such right, power, or remedy of such first Party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of any holder of any breach or default under this Agreement, or any waiver on the part of any holder of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing or as provided in this Agreement.

This Agreement and related Transaction Documents shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Any proceeding arising out of or related to this Agreement or the Transaction shall be brought in the federal or state courts located in the Commonwealth of Massachusetts.

This Agreement may be executed in any number of counterparts, each of which may be executed by only one party, which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. Signatures of the Parties transmitted by facsimile or other electronic means shall be deemed to be their original signatures for all purposes.

In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without such provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any Party. The Parties hereto agree that irreparable damage for which money damages would not be an adequate remedy would occur in the event that any provision of this Agreement were not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that, in addition to any other remedies a Party may have at law or equity, the Parties shall be entitled to seek an injunction or injunctions to prevent such breach of this Agreement and to enforce specifically the terms hereof.

This Agreement is an expression of the mutual intent of the Parties hereto and, as such, shall be construed without regard to any presumption or rule requiring construction against the Party causing this Agreement to be drafted. The sections and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

Time is of the essence of each and every one of the provisions of this Agreement.

Each of the Parties acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates, that:

Article X
CERTAIN DEFINITIONS

As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person.

“Business Day” means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking and savings and loan institutions are authorized or required by Law to be closed in Boston, Massachusetts.

“Charter Documents” means, with respect to any entity at any time, in each case, as amended, modified and supplemented at that time, (a) the articles, memorandum or certificate of formation, incorporation, organization or association (or the equivalent organizational documents) of that entity, (b) the bylaws, articles of association or limited liability company operating agreement or regulations (or the equivalent governing documents) of that entity and (c) each document setting forth the designation, amount and relative rights, limitations and preferences of any class or series of that entity’s Equity Interests or of any rights in respect of that entity’s Equity Interests.

“Disclosure Schedule” means any supplement to the representations and warranties or other provisions of this Agreement.

“Equity Interests” means, with respect to: (a) any corporation, any share, or any depositary receipt or other certificate representing any share of an equity ownership interest in that corporation; and (b) any other entity, any share, membership or other percentage interest, unit of participation or other equivalent (however designated) of an equity interest in that entity.

“Environmental Claim” means any administrative, regulatory or judicial actions, suits, orders, demands, directives, claims, liens, investigations, proceedings or written or oral notices of noncompliance or violation by or from any Person alleging liability of whatever kind or nature arising out of, based on or resulting from (a) the presence or Release of, or exposure to, any Hazardous Materials at any location; or (b) the failure to comply with any Environmental Law or any Permit issued pursuant to Environmental Law.

“Force Majeure Event” means an act or event that is beyond the reasonable control, and not the result of the fault or negligence, of the affected Party and such Party had been unable to overcome such act or event with the exercise of due diligence. Subject to the foregoing conditions, “Force Majeure Event” shall include, but shall not be limited to, the following acts or events: (a) natural phenomena such as storms, hurricanes, floods, lightning, and earthquakes; (b) explosions or fires arising from lightning or other causes unrelated to the acts or omissions of the Party seeking to be excused from performance; (c) acts of war or public disorders, civil disturbances, riots, insurrection, sabotage, epidemics, pandemics, terrorist acts, or rebellion; (d) strikes or labor disputes; and (e) the impossibility for one of the Parties, despite reasonable efforts, to obtain any approval necessary to enable the affected Party to fulfill its obligations, provided that the impossibility is not attributable to the Party and that such Party has exercised reasonable efforts to obtain such approval.

“Indebtedness” means, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, or with respect to deposits or advances of any kind to such Person, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all capitalized lease obligations of such Person or obligations of such Person to pay the deferred and unpaid purchase price of property and equipment, (d) all obligations of such Person pursuant to securitization or factoring programs or arrangements, (e) all guarantees and arrangements having the economic effect of a guarantee of such Person of any Indebtedness of any other Person (other than any guarantee by the Buyer or any wholly-owned Buyer Subsidiary with respect to Indebtedness of the Buyer or any wholly-owned Buyer Subsidiary, or any guarantee by the Companies or any wholly-owned Companies’ Subsidiary with respect to Indebtedness of the Companies or any wholly-owned Companies’ Subsidiary), (f) all obligations or undertakings of such Person to maintain or cause to be maintained the financial position or covenants of others or to purchase the obligations or property of others other than trade payables, (g) net cash payment obligations of such Person under swaps, options, derivatives and other hedging agreements or arrangements that will be payable upon termination thereof (assuming they were terminated on the date of determination) or (h) letters of credit, bank guarantees, and other similar contractual obligations entered into by or on behalf of such Person.

“Knowledge of the Companies” or “Companies’ Knowledge” and terms of similar import mean, the actual knowledge of the Shareholders.

“Material Adverse Effect” means any effect, change, development, fact, or condition (each, an “Effect”) that has had or would reasonably be expected to have, individually or in the aggregate with all other Effects, a material and adverse effect on the business, operations, assets, properties, prospects, or results of operations of any Person or the ability of any Party to timely consummate the Transaction. Notwithstanding the foregoing, none of the following shall constitute a Material Adverse Effect: (i) any change in the general business and economic conditions or in the conditions of the industry in which any of the Companies operate, in each case, only to the extent that the impact on the Companies is similar in nature and scope to the impact on industry or general economic conditions (as the case may be); (ii) general economic or political conditions, (iii) any changes to applicable law or accounting rules, and (iv) any change resulting from compliance by the Shareholders or the Companies with the terms of this Agreement.

“Order” is any written declaration by an authorized governmental entity requiring specific actions on behalf of a person.

“Permitted Encumbrances” means any liens for current taxes not yet payable; assessments not in default; easements for utilities serving property utilized by any of the Companies; easements, covenants, restrictions, and other exceptions to title shown of record in the office of the County Clerks in which the properties, assets and leasehold estates utilized by any of the Companies are located, which do not adversely affect the Companies’ use of the property; any encumbrances set forth on Schedule 3.8(b); any matters, rights, rights of way, encroachments, reservations, agreements, and other matters of fact or record of which an accurate survey or inspection of the property would reveal (including but not limited to zoning, entitlement, building and other land use regulations); supplier’s, materialmen’s, mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s, landlord’s, and other similar liens; encumbrances that will be released on or before the Closing; and any encumbrances created as a result of any act taken by or through the Buyer or any of its Affiliates.

“Person” means any natural person, firm, corporation, partnership, company, limited liability company, trust, joint venture, association, governmental entity or other entity.

“Subsidiary” of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing Person or body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person.

“Tax Return” means all Tax returns, declarations, statements, reports, schedules, forms and information returns, any amended Tax return and any other document filed or required to be filed relating to Taxes.

“Transaction” means the purchase and sale of the Shares as set forth in this Agreement and the related transaction.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

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