Greenwave Technology Solutions, Inc.

APPROVAL of the issuance of warrants to purchase up to an aggregate of 28,644,323 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)

The Company is seeking Stockholder approval, for purposes of complying with Nasdaq Listing Rule 5635(d), for the issuance of warrants to purchase up to an aggregate of 28,644,323 shares of Common Stock and the issuance of the shares of Common Stock upon exercise of such warrants, consisting of (i) up to an aggregate of 7,544,323 shares of Common Stock issuable upon exercise of certain outstanding warrants issued in a private placement conducted on January 10, 2025 concurrently with a registered direct offering (the “January RD Warrants”); and (ii) up to an aggregate of 21,100,000 shares of Common Stock issuable upon exercise of certain outstanding warrants issued in a private placement conducted on February 10, 2025 concurrently with a registered direct offering (the “February RD Warrants” and together with the January 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 January RD Warrant attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 13, 2025 and the full text of the form of the February 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.