Greenwave Technology Solutions, Inc. announced that it has entered into a purchase agreement with certain institutional investors for a private placement of senior secured convertible notes for gross proceeds of $13,968,750 on July 31, 2023. The notes will be issued with an original issue discount of 16.67%, bear interest at a fixed rate of 18% per annum, and mature after 24 months, on July 31, 2025. The Company will pay to the Investors an aggregate of $1,000,000 per month beginning on the last business day of the sixth full calendar month following the issuance thereof.

The notes are convertible into common shares of the company at a fixed conversion price of $1.50 per share. To secure its obligations thereunder and under the purchase agreement, the company has granted a security interest over substantially all of its assets to the collateral agent for the benefit of the Investors, pursuant to a security agreement and a related trademark security agreement. The company has the option to redeem the notes at a 10% redemption premium.

The maturity date of the notes also may be extended by the holders under circumstances specified therein. The warrants are exercisable for five years to purchase an aggregate of 4,420,460 shares of Common Stock at an exercise price of $0.01, subject to adjustment under certain circumstances described in the warrants. The issuance of the notes and warrants is being made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act.

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