GWAV · Greenwave Technology Solutions, Inc.

Represents a Restricted Stock Award of 300,000 shares of common stock of Greenwave Technology Solutions, Inc. (the "Issuer") granted to the Reporting Person pursuant to the Issuer's 2024 Equity Incentive Plan, which such award vested at 100% immediately on December 3, 2024 and is not subject to forfeiture.

Represents a Restricted Stock Award of 300,000 shares of common stock of Greenwave Technology Solutions, Inc. (the "Issuer") granted to the Reporting Person pursuant to the Issuer's 2024 Equity Incentive Plan. 50% of the shares subject to the restricted stock award vested immediately on the grant date and are not subject to forfeiture. The remaining 50% of the shares subject to the restricted stock award will vest on the six-month anniversary of the grant date, or earlier in the event the Company is subject to a change of control, in the event of the Reporting Person's death or disability or in the event of the Reporting Person's termination for good reason or without cause.

Represents a Restricted Stock Award of 300,000 shares of common stock of Greenwave Technology Solutions, Inc. (the "Issuer") granted to the Reporting Person pursuant to the Issuer's 2024 Equity Incentive Plan, which such award vested at 100% immediately on December 3, 2024 and is not subject to forfeiture.

Represents a Restricted Stock Award of 300,000 shares of common stock of Greenwave Technology Solutions, Inc. (the "Issuer") granted to the Reporting Person pursuant to the Issuer's 2024 Equity Incentive Plan, which such award vested at 100% immediately on December 3, 2024 and is not subject to forfeiture.

Each share of Series A-1 Preferred Stock is convertible, at any time and from time to time, at the option of the holder thereof without any further consideration payable, into that number of shares of Common Stock, subject to certain limitations as described in the Certificate of Designation, that constitutes 0.0001% of the then-outstanding shares of Common Stock on the date of a conversion notice, provided, however, that in no case shall the total number of shares of Common Stock converted consist of more than 45% of the Issuer's authorized Common Stock.

The Reporting Person holds 29,322 shares of the Issuer's Common Stock, which includes 5,484 shares of Common Stock underlying warrants. DWM Properties LLC, an entity wholly-owned by the Reporting Person, holds 1,745,693 shares of Common Stock and 450,000 shares of Series A-1 Preferred Stock.

On May 10, 2024, the Company entered into an exchange agreement (the "Exchange Agreement") with DWM Properties LLC (the "Holder"), an entity wholly-owned by the Reporting Person, pursuant to which the Company and Holder agreed to exchange 1,000 shares of the Company's Series D Preferred Stock held by the Holder for 200,000,000 shares of the Company's Common Stock.

The Reporting Person holds 4,398,169 shares of the Company's Common Stock, which consists of (i) 3,575,703 shares of Common Stock and (ii) 822,466 shares of Common Stock underlying warrants. The Holder, an entity wholly-owned by the Reporting Person, holds 261,853,899 shares of Common Stock.

On April 22, 2024, the Company entered into an exchange agreement (the "Exchange Agreement") with DWM Properties LLC (the "Holder"), an entity wholly-owned by the Reporting Person, pursuant to which the Company and Holder agreed to exchange the remaining principal balance of $7,218,350 of that certain Secured Promissory Note, dated July 31, 2023, issued by the Company to the Holder for 61,853,899 shares of the Company's Common Stock.

The Reporting Person holds 4,398,169 shares of the Company's Common Stock, which consists of (i) 3,575,703 shares of Common Stock and (ii) 822,466 shares of Common Stock underlying warrants. The Holder, an entity wholly-owned by the Reporting Person, holds 61,853,899 shares of Common Stock.

Each share of Series Z Preferred Stock was convertible into such number of validly issued, fully paid, and non-assessable shares of common stock that constituted 0.039600000% of then-outstanding shares of common stock on the date of listing on The Nasdaq Capital Market.

On September 30, 2021, Greenwave Technology Solutions, Inc. ("the Company"), the Reporting Person, and Empire Services, Inc. ("Empire") entered into a Series Z Preferred Stock Issuance Agreement, whereby the Company agreed to issue and sell 250 shares of Series Z Preferred Stock to the Reporting Person in consideration of the Reporting Person or Empire remitting the sum of $1,000,000 to a third party pursuant to a certain settlement agreement for the benefit of the Company.

No expiration date.

Each share of Series Z Preferred Stock was convertible into such number of validly issued, fully paid, and non-assessable shares of common stock that constituted 0.039600000% of then-outstanding shares of common stock on the date of listing on The Nasdaq Capital Market.