Exhibit 10.2

AMENDED AND RESTATED LETTER AGREEMENT

Transportation and Logistics Systems, Inc.

110 Chestnut Ridge Road, Suite 444

Montvale, New Jersey 07645

July 17, 2026

C/M Capital Master Fund, LP.

1111 Brickell Avenue | Suite 2920 | Miami, FL 33131

Ladies and Gentleman:

Reference is made to that certain letter agreement, dated July 16, 2026, by and between the Borrower and the Lenders, as defined herein (the “Original Letter Agreement”). This letter agreement amends and restates the Original Letter Agreement in its entirety. 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:

(c) the Notes are in parity to those notes set forth on Exhibit A hereto.

(d) The Borrower and the Lenders hereby agree to extend the maturity date of the Note issued to C/M Capital Master Fund, LP on August 25, 2025, as set forth on Exhibit A hereto, to September 30, 2026.

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 to Amended and Restated Letter Agreement]

Exhibit A

List of Notes that are in Parity to the Notes