Greenwave Technology Solutions, Inc.

APPROVAL of the issuance of warrants to purchase up to an aggregate of 5,549,374 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 5,549,374 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 5,044,885 shares of Common Stock issuable upon exercise of certain outstanding warrants issued in a private placement conducted on June 10, 2024 concurrently with a registered direct offering (the “June RD Warrants”) and (ii) up to an aggregate of 504,489 shares of Common Stock issuable upon exercise of warrants issued to Dawson James Securities, LLC and its designees in connection with their services as financial advisor, on June 12, 2024 (the “June FA Warrants” and together with the June RD Warrants, the “Warrants”).

The information set forth in this proposal is qualified in its entirety by reference to the full text of the form of the June RD Warrant and June FA Warrant, attached as Exhibits 4.1 and 4.2, respectively, to the Company’s Current Report on Form 8-K filed with the SEC on June 11, 2024, as amended by the Company’s filing of an Amendment No. 1 to Current Report on Form 8-K/A filed with the SEC on June 12, 2024 . Stockholders are urged to carefully read these documents.