GEDC · TerraVolt Holdings, Inc. · Insider Trading

The reported transaction involves a grant of warrants by CalEthos, Inc. (the "Issuer") to SFO IDF in consideration for a loan made by SFO IDF to the Issuer pursuant to a promissory note issued by the Issuer to SFO IDF.

The reported securities are owned by SFO IDF LLC ("SFO IDF"), a company of which the reporting person is the manager. As the manager of SFO IDF, the reporting person has the power to direct the voting and disposition of securities held in the name of SFO IDF and may be deemed to beneficially own the securities reported herein. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.

The options reported herein were granted to the reporting person by the Issuer pursuant to an executive employment agreement by and between the Issuer and the reporting person. These options fully vested on the date of grant (March 27, 2026).

The reported transaction involves a grant of warrants by CalEthos, Inc. (the "Issuer") to SFO IDF in consideration for a promissory note issued by the Issuer to SFO IDF.

The reported securities are owned by SFO IDF LLC ("SFO IDF"), a company of which the reporting person is the manager. As the manager of SFO IDF, the reporting person has the power to direct the voting and disposition of securities held in the name of SFO IDF and may be deemed to beneficially own the securities reported herein. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.

The securities reported herein were sold by the reporting person to a third-party lender in exchange for the grant of a loan by such third-party lender to the reporting person.

The reported securities are owned by M1 Advisors LLC, a company of which the reporting person is a principal member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interests.

The reported securities were owned by Core Fund Management LLC, a limited liability company of which the reporting person is the principal member ("Core Fund"). The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

Of the shares reported herein, 161,010 are owned indirectly through Core Fund.

On December 15, 2024, Nanosha (as defined in footnote 2) entered into an exchange subscription agreement with CalEthos, Inc. (the "Issuer") pursuant to which the Issuer issued to Nanosha (i) 500,000 shares of common stock, par value $0.001 per share (the "Common Stock"), and (ii) a five-year warrant to acquire 2,258,877 shares of Common Stock with an exercise price of $2.00 per share in exchange for (i) a promissory note of the Issuer, (ii) a warrant to purchase 300,000 shares of Common Stock for a price of $3.50 per share, and (iii) a warrant to purchase 300,000 shares of Common Stock for a price of $3.80 per share.

The reported securities are owned by Nanosha Investments LLC ("Nanosha"), a company of which the reporting person is the principal member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

On December 15, 2024, Nanosha (as defined in footnote 2) entered into an exchange subscription agreement with CalEthos, Inc. (the "Issuer") pursuant to which the Issuer issued to Nanosha (i) 500,000 shares of common stock, par value $0.001 per share (the "Common Stock"), and (ii) a five-year warrant to acquire 2,258,877 shares of Common Stock with an exercise price of $2.00 per share in exchange for (i) a promissory note of the Issuer, (ii) a warrant to purchase 300,000 shares of Common Stock for a price of $3.50 per share, and (iii) a warrant to purchase 300,000 shares of Common Stock for a price of $3.80 per share.

The reported securities are owned by Nanosha Investments LLC ("Nanosha"), a company of which the reporting person is the principal member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

On December 15, 2024, Nanosha (as defined in footnote 2) entered into an exchange subscription agreement with CalEthos, Inc. (the "Issuer") pursuant to which the Issuer issued to Nanosha (i) 500,000 shares of common stock, par value $0.001 per share (the "Common Stock"), and (ii) a five-year warrant to acquire 2,258,877 shares of Common Stock with an exercise price of $2.00 per share in exchange for (i) a promissory note of the Issuer, (ii) a warrant to purchase 300,000 shares of Common Stock for a price of $3.50 per share, and (iii) a warrant to purchase 300,000 shares of Common Stock for a price of $3.80 per share.

The reported securities are owned by Nanosha Investments LLC ("Nanosha"), a company of which the reporting person is the principal member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

On December 15, 2024, Nanosha (as defined in footnote 2) entered into an exchange subscription agreement with CalEthos, Inc. (the "Issuer") pursuant to which the Issuer issued to Nanosha (i) 500,000 shares of common stock, par value $0.001 per share (the "Common Stock"), and (ii) a five-year warrant to acquire 2,258,877 shares of Common Stock with an exercise price of $2.00 per share in exchange for (i) a promissory note of the Issuer, (ii) a warrant to purchase 300,000 shares of Common Stock for a price of $3.50 per share, and (iii) a warrant to purchase 300,000 shares of Common Stock for a price of $3.80 per share.

The reported securities are owned by Nanosha Investments LLC ("Nanosha"), a company of which the reporting person is the principal member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

The reported securities are owned by M1 Advisors LLC, a company of which the reporting person is a principal member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interests.

This amended Form 4 is being filed to correct errors from the initial Form 4 filing for the reporting beneficial person's ownership of securities of CalEthos, Inc. (the "Issuer"). On September 7, 2024, the reporting person entered into an acquisition agreement with SFO IDF LLC ("SFO") pursuant to which the reporting person transferred his entire beneficial ownership of the securities of the Issuer to SFO. Such transfers were made without consideration for estate planning purposes.

The reported securities were owned by Nanosha Investments LLC, a company of which the reporting person is the principal member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

This amended Form 4 is being filed to correct errors from the initial Form 4 filing for the reporting beneficial person's ownership of securities of CalEthos, Inc. (the "Issuer"). On September 7, 2024, the reporting person entered into an acquisition agreement with SFO IDF LLC ("SFO") pursuant to which the reporting person transferred his entire beneficial ownership of the securities of the Issuer to SFO. Such transfers were made without consideration for estate planning purposes.

The reported securities were owned by Nanosha Investments LLC, a company of which the reporting person is the principal member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

This amended Form 4 is being filed to correct errors from the initial Form 4 filing for the reporting beneficial person's ownership of securities of CalEthos, Inc. (the "Issuer"). On September 7, 2024, the reporting person entered into an acquisition agreement with SFO IDF LLC ("SFO") pursuant to which the reporting person transferred his entire beneficial ownership of the securities of the Issuer to SFO. Such transfers were made without consideration for estate planning purposes.

The reported securities were owned by Nanosha Investments LLC, a company of which the reporting person is the principal member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

This amended Form 4 is being filed to correct errors from the initial Form 4 filing for the reporting beneficial person's ownership of securities of CalEthos, Inc. (the "Issuer"). On September 7, 2024, the reporting person entered into an acquisition agreement with SFO IDF LLC ("SFO") pursuant to which the reporting person transferred his entire beneficial ownership of the securities of the Issuer to SFO. Such transfers were made without consideration for estate planning purposes.

The reported securities were owned by Nanosha Investments LLC, a company of which the reporting person is the principal member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

This amended Form 4 is being filed to correct errors from the initial Form 4 filing for the reporting beneficial person's ownership of securities of CalEthos, Inc. (the "Issuer"). On September 7, 2024, the reporting person entered into an acquisition agreement with SFO IDF LLC ("SFO") pursuant to which the reporting person transferred his entire beneficial ownership of the securities of the Issuer to SFO. Such transfers were made without consideration for estate planning purposes.

The reported securities are owned by Nanosha Investments LLC, a company of which the reporting person is the principal member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

The shares of common stock were received in consideration for the exchange of the outstanding 10% OID Convertible Promissory Note of CalEthos, Inc. (the "Issuer") and the Series A Warrants of the Issuer described in Table II. The Issuer and the reporting person valued those securities in the aggregate at $4,288,219, which resulted in a price per share of $0.50.

These shares were issued in exchange for the 10% OID Convertible Promissory Note and the Series A Stock Purchase Warrant listed in Table II.

The reported securities are owned by Nanosha Investments LLC, a company of which the reporting person is the principal member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

These shares were issued to the reporting person by CalEthos, Inc. (the "Issuer") in exchange for a promissory note that was previously issued by the Issuer to the reporting person. Such note was not convertible into securities of the Issuer.

The reported securities are owned by Core Fund Management LLC, a limited liability company of which the reporting person is the principal member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. Of the shares reported herein, 196,010 are owned indirectly through the entity.

The 10% OID Convertible Promissory Note and the Series A Stock Purchase Warrants were exchanged for the shares of common stock listed in Table I.

The reported securities are owned by Nanosha Investments LLC, a company of which the reporting person is the principal member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

The 10% OID Convertible Promissory Note and the Series A Stock Purchase Warrants were exchanged for the shares of common stock listed in Table I.

The reported securities are owned by Nanosha Investments LLC, a company of which the reporting person is the principal member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

The reported securities are owned by Nanosha Investments LLC, a company of which the reporting person is the principal member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

The options reported herein were granted to the reporting person by the Board of Directors of CalEthos, Inc. (the "Issuer") pursuant to the Issuer's 2021 Equity Incentive Plan. These options vest in three equal installments, beginning on the first anniversary of the date of grant, and terminating on the third anniversary of the date of grant.

The reported securities are owned by M1 Advisors LLC, a company of which the reporting person is a principal member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interests.

The options reported herein were granted to the reporting person by the Board of Directors of the Issuer pursuant to the Issuer's 2021 Equity Incentive Plan.

50% of the Restricted Shares shall vest upon the achievement of certain Company milestones, and the remaining 50% of the Restricted Shares shall vest upon the sooner of (i) the achievement of certain additional Company milestones, or (ii) six months after the completion of the milestones that the vesting of the initial 50% are based on. Details regarding the vesting of the Restricted shares are more fully described in the RestrictedShare Award agreement, which was filed as Exhibit 4.3 to the Company's Form 8-K filed on August 17, 2021

The Restricted Shares shall be cancelled upon the termination of M1 Advisors LLC consulting relationship with the Company for Cause, or if M1 Advisors LLC voluntarily terminates its consulting relationship with the Company or such relationship is terminated due to disability or death prior to the vesting of all or any portion of the Restricted Shares awarded under the Restricted Share Award Agreement.

The reported securities are owned by M1 Advisors LLC, a company of which the reporting person is a principal member. The reporting person disclaims beneficial ownership of these securities, expect to the extent of his pecuniary interest therein.