Greenwave Technology Solutions, Inc.

APPROVAL of the issuance of warrants to purchase up to an aggregate of 3,104,382 shares of Common Stock, and the issuance of the shares of Common Stock issuable upon the exercise of such warrants, in accordance with Nasdaq Listing Rule 5635(d)

General

The Company is seeking stockholder approval, for purposes of complying with Listing Rule 5635(d) of The Nasdaq Stock Market LLC (“Listing Rule 5635(d)”), for the issuance of warrants to purchase up to an aggregate of 3,104,382 shares of the Common Stock, the issuance of the shares of Common Stock upon exercise of the Warrants, consisting of (i) up to an aggregate of 300,397 shares of Common Stock issuable upon exercise of certain outstanding warrants issued in a private placement conducted on April 22, 2024 concurrently with a registered direct offering (the “April RD Warrants”); and (ii) up to an aggregate of 2,803,985 shares of Common Stock issuable upon exercise of certain outstanding warrants issued in a private placement conducted on May 16, 2024 concurrently with a registered direct offering (the “May RD Warrants” and together with the April RD Warrants, the “Warrants”). Unless otherwise noted, all numbers in this proposal are adjusted for the Reverse Stock Split.

The information set forth in this proposal is qualified in its entirety by reference to the full text of the form of the April RD Warrant attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 22, 2024 and the full text of the form of the May RD Warrant attached as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 20, 2024. Stockholders are urged to carefully read these documents.