General Enterprise Ventures, Inc. (Form: SC 13D, Received: 03/24/2025 17:04:00)

Under the Securities Exchange Act of 1934

General Enterprise Ventures, Inc.

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

BoltRock Holdings LLC
712 5th Avenue, 22nd Floor,
New York, NY, 10019
(212) 735-2691

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

BoltRock Holdings LLC

7 Sole Voting Power: 22,500,000.00

8 Shared Voting Power: 0.00

9 Sole Dispositive Power: 22,500,000.00

10 Shared Dispositive Power: 0.00

Comment for Type of Reporting Person: For Item 13 - In accordance with Exchange Act Rule 13d-3(c), ownership percentage assumes: (i) the conversion of Series C Shares held by the Reporting Person into Common Shares; (ii) exercise of the Warrant; (iii) conversion of the Convertible Note, including Common Shares issuable upon the conversion of the PIK interest; and (iv) that no other person has converted or exercised securities into the Common Shares. If all other persons had converted or exercised securities into the Common Shares, the Reporting Person's percentage ownership of the Common Shares would be approximately 18.15%

Common Stock, par value $0.0001 per share

General Enterprise Ventures, Inc.

1740H Del Range Blvd, Suite 166, Cheyenne, WYOMING , 82009.

This Schedule 13D is being filed on behalf of BoltRock Holdings LLC (the "Reporting Person") with respect to the common stock, par value $0.0001 per share (the "Common Shares") of General Enterprise Ventures, Inc. (the "Issuer").

The principal business address and principal office address of the Reporting Person is 712 5th Avenue, 22nd Floor, New York, NY 10019.

The principal business of the Reporting Person is in the investment of securities.

The information in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 3. On February 28, 2025, the Reporting Person entered into the subscription agreement (the "Subscription Agreement") with the Issuer. In connection therewith, the Reporting Person entered into a 10% senior secured convertible promissory note (the "Convertible Note") with the Issuer in the principal amount of $2,200,000 (inclusive of the PIK interest (defined below)). Under the terms of the Convertible Note, the Reporting Person accrues interest at a rate of 10% per annum, payable in kind (the "PIK interest") by adding the accrued PIK interest to the outstanding principal amount of the Convertible Note, and the maturity date is 12 months following the date of issuance. At any time while the Convertible Note remains outstanding at the Reporting Person's election, or automatically upon certain occurrences relating to the stock price of the Issuer, amounts under the Convertible Note (including the PIK interest) may convert into Common Shares. The obligations of the Issuer to the Reporting Person under the Convertible Note are secured by a pledge and security agreement (the "Pledge Agreement"), pursuant to which the Issuer has granted the Reporting Person a continuing security interest in collateral of the Issuer. In addition, in connection with the execution of the Subscription Agreement, the Reporting Person also executed a common stock purchase warrant agreement (the "Warrant Agreement"), pursuant to which the Issuer issued a warrant (the "Warrant") to the Reporting Person. The Warrant Agreement entitles the Reporting Person to purchase from the Issuer up to 2,500,000 Common Shares, upon the terms and subject to the conditions of the Warrant Agreement. The Reporting Person has five years following the issue date to exercise such right. The above descriptions of the Subscription Agreement, Convertible Note, Warrant Agreement and Pledge Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as exhibits hereto and incorporated herein by reference. On March 17, 2025, the Reporting Person entered into the SPAs (as defined below) with TC Special Investments, LLC, Steven Conboy and Joshua Ralston, respectively, for an aggregate consideration of $5,800,000 or $0.40 per Common Share (with an additional $0.20 per Common Share payable upon certain conditions, as described below). The aggregate purchase price was funded with cash on hand held by the Reporting Person.

On March 17, 2025, the Reporting Person entered into the securities purchase and stockholders agreement ("TCSI SPA") with TC Special Investments, LLC ("TCSI"), pursuant to which the Reporting Person agreed to purchase 400,000 shares of the Issuer's Series C Convertible Preferred Stock (the "Series C Shares") and 1,815,155 shares of the Issuer's Series A Preferred Stock for an aggregate purchase price of $3,200,000 ($0.40 per Common Share). TC Special Investments, LLC will be entitled to an additional $1,600,000 ($0.20 per Common Share) if, within one year of closing, the stock price of the Issuer remains above $1.50 for 30 consecutive trading days (subject to certain volume conditions). Series C Shares are convertible on a 1-for-20 basis into Common Shares at any time by the holder. Under the TCSI SPA, TCSI has also agreed to (i) cause the Issuer to take, or refrain from taking, certain actions without the consent of the Reporting Person and (ii) cause the board of directors of the Issuer to have one director appointed by the Reporting Person and one director who will be the Chief Executive Officer of the Company. On March 17, 2025, the Reporting Person entered into the securities purchase agreement (the "SC SPA") with Steven Conboy, pursuant to which the Reporting Person agreed to purchase 250,000 Series C Shares for an aggregate purchase price of $2,000,000 ($0.40 per Common Share). Steven Conboy will be entitled to an additional $1,000,000 ($0.20 per Common Share) if, within one year of closing, the stock price of the Issuer remains above $1.50 for 30 consecutive trading days (subject to certain volume conditions). On March 17, 2025, the Reporting Person entered into the securities purchase agreement (the "JR SPA" and, together with the TCSI SPA and SC SPA, the "SPAs") with Joshua Ralston, pursuant to which the Reporting Person agreed to purchase 1,500,000 Common Shares for an aggregate purchase price of $600,000 ($0.40 per Common Share). Joshua Ralston will be entitled to an additional $300,000 ($0.20 per Common Share) if, within one year of closing, the stock price of the Issuer remains above $1.50 for 30 consecutive trading days (subject to certain volume conditions). The above descriptions of the SPAs do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as exhibits hereto and incorporated herein by reference. The Reporting Person holds the securities of the Issuer for general investment purposes. The Reporting Person may, at any time and from time to time, acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. The Reporting Person may engage in discussions with the Issuer's senior management, the board of directors of the Issuer, shareholders and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore material changes to the business plan or capitalization of the Issuer. Any actions the Reporting Person might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Person's review of numerous factors, including, but not limited to, an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. The Reporting Person reserves the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional Common Shares or other securities of the Issuer, dispose of some or all of the Common Shares or other securities of the Issuer that it may own from time to time, or enter into transactions that increase or hedge its economic exposure to the Common Shares without affecting beneficial ownership of the Common Shares, in open market or private transactions, block sales or otherwise or pursuant to ordinary stock exchange transactions effected through one or more broker-dealers whether individually or utilizing specific pricing or other instructions.

The Reporting Person has beneficial ownership of 22,500,000 Common Shares, which consists of (i) 1,500,000 Common Shares, (ii) 13,000,000 Common Shares issuable upon the conversion of 650,000 Series C Shares, (iii) 5,500,000 Common Shares issuable upon the conversion of the Convertible Note, including Common Shares issuable upon the conversion of the PIK interest, and (iv) 2,500,000 Common Shares issuable upon the exercise of the Warrant. The Reporting Person's beneficial ownership assumes the full PIK interest expected to accrue beyond 60 days for purposes of this Schedule 13D. The percentage of beneficial ownership is approximately 38.93% of the outstanding Common Shares. The percentage was calculated based on (a) 36,802,150 Common Shares outstanding, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed by the Issuer with the Securities and Exchange Commission on November 18, 2024, (b) 13,000,000 Common Shares issuable upon the conversion of 650,000 Series C Shares held by the Reporting Person, (c) 5,500,000 Common Shares issuable upon the conversion of the Convertible Note, including Common Shares issuable upon the conversion of the PIK interest, held by the Reporting Person and (iv) 2,500,000 Common Shares issuable upon the exercise of the Warrant held by the Reporting Person. Note: In accordance with Exchange Act Rule 13d-3(c), ownership percentage assumes: (i) the conversion of Series C Shares held by the Reporting Person into Common Shares; (ii) exercise of the Warrant; (iii) conversion of the Convertible Note, including Common Shares issuable upon the conversion of the PIK interest; and (iv) that no other person has converted or exercised securities into the Common Shares. If all other persons had converted or exercised securities into the Common Shares, the Reporting Person's percentage ownership of the Common Shares would be approximately 18.15%.

The information set forth in rows 7 through 10 of the cover page to this Schedule 13D is incorporated by reference into this Item 5(b).

The information in Items 3 and 4 of this Schedule 13D is hereby incorporated by reference into this Item 5(c).

The information in Items 3 and 4 of this Schedule 13D is hereby incorporated by reference into this Item 6. Except as disclosed in Items 3 and 4 of this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) to which the Reporting Person is a party with respect to the securities of the Issuer.

1. Subscription Agreement by and between the Reporting Person and the Issuer, dated February 28, 2025 2. 10% Senior Secured Convertible Promissory Note by and between the Reporting Person and the Issuer, dated February 28, 2025 3. Common Stock Purchase Warrant by and between the Reporting Person and the Issuer, dated February 28, 2025 4. Pledge and Security Agreement by and between the Reporting Person and the Issuer, dated February 28, 2025 5. Securities Purchase and Stockholders Agreement by and between the Reporting Person and TC Special Investments, LLC, dated March 17, 2025 6. Securities Purchase Agreement by and between the Reporting Person and Steven Conboy, dated March 17, 2025 7. Securities Purchase Agreement by and between the Reporting Person and Joshua Ralston, dated March 17, 2025

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BoltRock Holdings LLC

GENERAL ENTERPRISE VENTURES, INC.

SUBSCRIPTION AGREEMENT

THE SECURITIES OFFERED BY THIS SUBSCRIPTION AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.

In consideration of the promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties agree as follows:

1. Subscription; Issuance. The undersigned hereby agrees to fund to General Enterprise Ventures, Inc., a Wyoming corporation (the “Company”), the principal amount of the secured convertible promissory note of the Company (the “Convertible Note”) set forth on the signature page of this Subscription Agreement, payable in full as described below in accordance with the terms and conditions of this Subscription Agreement, including warrant issued pursuant to the certain Warrant Agreement (the “Warrant”) executed in connection with the Convertible Note, and secured by a Pledge and Security Agreement made by the Company in favor of the undersigned (the “Pledge Agreement”). The execution of this Subscription Agreement by the undersigned constitutes a binding offer to fund the principal of the Convertible Note shown on the signature page. Upon the execution of this Subscription Agreement, the undersigned shall deliver to the Company the full principal amount of the Convertible Note subscribed by the undersigned.

2. Acceptance, Rejection or Withdrawal of Subscription Offer. Acceptance by the Company of the undersigned’s offer to fund a Convertible Note pursuant to this Subscription Agreement shall be evidenced by the Company’s delivery to the undersigned of this Subscription Agreement executed by the Company. The undersigned understands and agrees that, if this Subscription Agreement is accepted, it may not be cancelled, revoked or withdrawn by the undersigned.

3. No Assignment. The rights under this Subscription Agreement are not transferable or assignable by the undersigned without the prior written consent of the Company; provided that the undersigned may transfer or assign such rights to one or more of its affiliates in connection with a transfer of the Convertible Note to such affiliate(s).

4. Accredited Investor. The undersigned represents and warrants that the undersigned is an Accredited Investor (as that term is defined in Rule 501(a) of Regulation D promulgated under the Act).

5. Incorporation. Annexes A and B are an integral part of this Subscription Agreement and shall be deemed to be incorporated by reference herein.

6. Representations, Warranties and Agreements. The undersigned makes the following representations, warranties, acknowledgments and agreements to induce the Company to accept this subscription:

(a) Information. The undersigned hereby acknowledges that the undersigned has reviewed and/or received: Any information and materials requested by the undersigned relating to the Company and its subsidiaries, their proposed activities and business, their capitalization, their management and key personnel and the offering and sale of the Convertible Note and the issuance of the Warrant of the Company (collectively, the “Documents”). The undersigned hereby further acknowledges that it has read, is fully familiar with, and completely understands, the Documents, this Subscription Agreement and any other documents and information that the undersigned deems material to making an investment decision with respect to the Convertible Note. The undersigned has been provided the Documents at least 48 hours prior to the execution of this Subscription Agreement. The undersigned shall keep the Documents and other non-public information it receives about the Company or any of its subsidiaries confidential, except for disclosure to its affiliates and advisors who are bound to keep such information confidential.

(b) Availability of Information. The Company has allowed the undersigned, or the undersigned’s purchaser representative, a reasonable opportunity to ask questions and receive answers concerning the terms and conditions of this offering and to obtain any additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of any information provided to the undersigned.

(c) No Other Representations. The undersigned has relied solely on the Documents and the documents and materials submitted with the Documents in making the decision to purchase the Convertible Note subscribed for under this Subscription Agreement, and no representations or agreements, written or oral, other than those set forth in this Subscription Agreement have been made to the undersigned, with respect to such purchase of the Convertible Note of the Company and issuance of the Warrant.

(d) Reliance on Own Investigation and Advisors. The undersigned acknowledges that the undersigned has been advised to consult with the undersigned’s own legal advisor concerning the legal aspects of the Company and to consult with the undersigned’s tax advisor regarding the tax consequences of investing in the Company. The undersigned is not relying on the Company or any of its respective officers, directors, executives, employees, advisors, members, managers, subsidiaries or affiliates or other personnel for legal, accounting, financial or tax advice in connection with the undersigned’s evaluation of the risks and merits of an investment in the Company or of the consequences to the undersigned of such an investment.

(e) Investment Intent. The Convertible Note and Warrant subscribed for under this Subscription Agreement will be acquired solely by, and for the account of, the undersigned (and not for other persons or entities), for investment only, and are not being purchased with a view to, or for sale in connection with, a distribution of the Convertible Note and/or the Warrant. The undersigned has no contract, undertaking, agreement or arrangement with any person or entity to sell, transfer, assign or pledge to such person, entity, or anyone else all or any part of the Convertible Note or the Warrant for which the undersigned subscribes, and the undersigned has no current plans or intentions to enter into any such contract, undertaking or arrangement.

(f) Resale Restrictions. The undersigned acknowledges that (i) neither the Convertible Note nor the Warrant has been registered under the Securities Act or the securities statutes of any state or other jurisdiction, (ii) the Convertible Note and the Warrant have the status of securities acquired in a transaction under Section 4(2) of the Securities Act, (iii) each of the Convertible Note and the Warrant is a “restricted security” (as that term is defined in Rule 144(a)(3) under the Securities Act), (iv) therefore, neither the Convertible Note nor the Warrant can be resold (and the undersigned covenants that the undersigned will not resell either) unless it is registered under applicable federal and state

securities laws (including the Securities Act) or unless exemptions from all such applicable registration requirements are available, and (v) consequently, the undersigned must bear the economic risk of investment for an indefinite period of time. The undersigned will not sell or otherwise transfer either the Convertible Note or Warrant without: (i) either (A) the prior registration of the Convertible Note or Warrant, as applicable, under the Securities Act and all other applicable statutes, or (B) applicable exemptions from the registration requirements of each of those statutes, and (ii) unless and until the Company has determined, by obtaining the advice of counsel or otherwise, that the intended disposition will not violate the Securities Act or any applicable state securities law. The undersigned understands that the Company has no obligation or intention to register either the Convertible Note or the Warrant under any federal or state securities act, law or regulation.

(g) Economic Risk; Sophistication. The undersigned acknowledges and recognizes that an investment in the Company involves a high degree of risk in that (i) the undersigned may not be able to liquidate the investment, (ii) transferability may be extremely limited, (iii) there is currently no market for the Convertible Note or the Warrant, nor is a market likely to develop, and (iv) the undersigned could sustain the loss of the entire investment or part of the investment.

(h) Ability to Bear Risk. The financial condition of the undersigned is such that the undersigned has no need for liquidity with respect to the undersigned’s investment in the Convertible Note and the Warrant to satisfy any existing or contemplated undertaking or indebtedness, and the undersigned has no need for a current return on the undersigned’s investment in the Convertible Note and the Warrant. The undersigned is able to bear the economic risk of the undersigned’s investment in the Convertible Note and the Warrant for an indefinite period of time, including the risk of losing all of the undersigned’s investment.

(i) Sophistication; No Agency Review or Endorsement. The undersigned, either alone or with the undersigned’s purchaser representative, has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of the prospective investment. The undersigned acknowledges and understands that no federal or state agency has passed upon the adequacy or accuracy of the information set forth in any document provided to the undersigned or made any finding or determination as to the fairness for investment, or any recommendation or endorsement of the Convertible Note and the Warrant as an investment.

(j) No General Solicitation. The undersigned acknowledges and represents that neither the Company nor any person or entity acting on its behalf has offered or sold the Convertible Note and the Warrant to the undersigned by any form of general solicitation or general advertising, including, but not limited to, (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, and (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

(k) Status After Purchase; Information. The undersigned acknowledges and accepts that if the undersigned purchases the Convertible Note and the Warrant, the undersigned will have only a minority interest in the Company with little, if any, control over the Company or its business and will have no right to become a manager of the Company. In addition, the Company is not subject to the reporting requirements of the Securities Exchange Act of 1934, and, therefore, is not required to publish periodic information about its business or financial condition.

(l) Responsibility for Determining Suitability of Investment. The undersigned is assuming full responsibility independently: (i) to determine whether an investment in the Convertible Note and the Warrant is suitable for the undersigned, (ii) to evaluate the undersigned’s potential purchase of the Convertible Note and the Warrant, and (iii) to obtain, verify and evaluate all material information necessary or desired by the undersigned to make the undersigned’s decision, including, without

limitation, information concerning the Company and its subsidiaries, their officers, directors, executives, employees and managers, their related party transactions, their financial condition and needs, their business, their obligations, their equity holders and their rights, preferences and privileges and any potential issuance of additional securities.

(m) Residence. The undersigned, at all times since the undersigned received a copy of the Documents, had, and has, its principal office and principal place of business in the state set forth in its address on the signature page. In making such representation and warranty, the undersigned understands that: (i) if the undersigned is a trust, partnership, corporation or other form of business organization, it is deemed to be a resident of the state where its principal office is located; and (ii) notwithstanding the foregoing, if the undersigned is a trust, partnership, corporation or other form of business organization that is organized for the specific purpose of acquiring the Convertible Note and the Warrant, it is deemed to be a resident of the state of all of the beneficial owners of the undersigned.

(n) Accuracy of Information About the Undersigned. All information that the undersigned has provided in this Subscription Agreement, including, without limitation, information concerning the undersigned and the undersigned’s financial condition, is correct and complete as of the date of this Subscription Agreement, and if there should be any material change in such information before the acceptance of the undersigned’s subscription for the Convertible Note and the Warrant subscribed for under this Subscription Agreement, the undersigned will immediately so inform the Company. If the undersigned is a trust, partnership, corporation, or other form of entity, it expressly undertakes to provide the Company with such information as it may reasonable require regarding any of its beneficial owners.

(o) Authority; Binding Obligation. If the undersigned is a trust, partnership, corporation or other form of entity, (i) it has the right, power and authority to execute (and the signatory is duly authorized to execute, on its behalf) this Subscription Agreement, (ii) it has the right, power and authority to perform the terms of, this Subscription Agreement, (iii) its state of organization is as set forth on the signature page, (iv) this Subscription Agreement constitutes a valid, binding and enforceable agreement of the undersigned in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to creditors’ rights and to general equity principles, and (v) it has been duly formed, is validly existing, and is in good standing in the state of its formation.

(p) Cooperation in Regulatory Compliance. The undersigned will cooperate with the Company, at the Company’s expense, in any manner reasonably requested by the Company in connection with the Company’s and its direct and indirect subsidiaries’ compliance with regulatory requirements either now existing or arising during the time the undersigned is a shareholder holder of the Company.

(q) Brokers and Finders. The undersigned is not a party to any agreement with any finder or broker, or is in any way obligated to any finder or broker for any commissions, fees or expenses in connection with the negotiation, execution or performance of this Subscription Agreement or the transactions contemplated hereby.

7. Representations and Warranties of Company. The Company makes the following representations and warranties: The Company has all requisite power and authority to execute, deliver and perform its obligations under this Subscription Agreement, the Convertible Note, the Pledge Agreement and the Warrant (the “Transaction Agreements”). The execution and delivery of the Transaction Agreements, and the consummation by the Company of the transactions contemplated thereby, have been duly authorized by all necessary company action. Each Transaction Agreement has been validly executed and delivered by the Company and constitutes the legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency,

reorganization, moratorium and similar laws of general application relating to creditors’ rights and to general equity principles. The Company holds 100% of the membership interests in Mighty Fire Breaker, LLC, an Ohio limited liability company (“MFB Ohio”), free and clear of encumbrances. Each of the Company and MFB Ohio has been duly formed, is validly existing, and is in good standing in its state of formation.

Miscellaneous.

(a) Resale Registration Statement. As soon as practicable, the Company shall file a registration statement on Form S-1 providing for the resale by the undersigned of the shares issued and issuable upon conversion of the Convertible Note (“Conversion Shares”) and shares issued and issuable upon exercise of the Warrants (“Warrant Shares”) or shall include such Warrant Shares and Conversion Shares in any other registration statement on Form S-1 filed by the Company. The Company shall use commercially reasonable efforts to cause such registration to become effective within 90 days (or 120 days if subject to a full review by the Commission) following such filing and to keep such registration statement effective at all times (except for any periods in connection with the filing of post-effective amendments as reasonably determined by Company’s counsel to be required) until no undersigned owns any Warrants, Convertible Note, Conversion Shares or Warrant Shares issuable upon exercise or conversion thereof.

(b) Indemnification. The undersigned shall indemnify, defend and hold harmless the Company and each member, manager, officer and employee from and against any and all loss, damage, liability or expense, including attorneys’ fees and court costs, which they or any of them may suffer, sustain or incur by reason of, or in connection with, any misrepresentation or breach of warranty or agreement made by the undersigned under this Subscription Agreement, or in connection with the further sale or distribution of the Convertible Note and the Warrant purchased by the undersigned pursuant to this Subscription Agreement in violation of the Act or any other applicable law.

Subject to the provisions of this Section 8(b), the Company will indemnify and hold each of the undersigned and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the undersigned (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by this Subscription Agreement (unless such action is solely based upon a material breach of such Purchaser Party’s representations, warranties or covenants under this Subscription Agreement or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct) or (c) in connection with any registration statement of the Company providing for the resale by the Purchasers of the shares issued and issuable upon exercise of the Warrants and conversion of the Convertible Note, the Company will indemnify each Purchaser Party, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses, as incurred, arising out of or relating to (i) any untrue or alleged untrue statement of a material fact contained in such registration statement, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any

preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding such Purchaser Party furnished in writing to the Company by such Purchaser Party expressly for use therein, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder in connection therewith. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The indemnification required by this Section 8(b) shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

(c) Choice of Law. This Subscription Agreement, its construction and the determination of any rights, duties or remedies of the parties arising out of, or relating to, this Subscription Agreement shall be governed by the internal laws of the State of Wyoming.

(d) Entire Agreement. The terms of this Subscription Agreement is intended by the parties as the final expression of their agreement with respect to the terms included in this Subscription Agreement and may not be contradicted by evidence of any prior or contemporaneous agreement, arrangement, understanding, representations, warranties, covenants or negotiations (whether oral or written).

(e) No Waiver. No waiver or modification of any of the terms of this Subscription Agreement shall be valid unless in writing. No waiver of a breach of, or default under, any provision of this Subscription Agreement shall be deemed a waiver of such provision or of any subsequent breach or default of the same or similar nature or of any other provision or condition of this Subscription Agreement.

(f) Counterparts; Electronic Signatures. This Subscription Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument. A manual signature of this Subscription Agreement or an image of which shall have been transmitted electronically, will constitute an original signature for all purposes.

(g) Survival. All representations, warranties and covenants contained in this Subscription Agreement shall survive acceptance of the subscription.

(h) Gender and Number. Terms used in this Subscription Agreement in any gender or in the singular or plural include other genders and the plural or singular, as the context may require. If the Subscriber is an entity, all reference to “him” and “his” shall be deemed to include “it” or “its.”

delivered on a day that is not a business day or after normal business hours, then on the next business day, (ii) on the date of transmission when sent by email during normal business hours on a business day with telephone confirmation of receipt or, if transmitted on a day that is not a business day or after normal business hours, then on the next business day, or (iii) on the second business day after the date of dispatch when sent by a reputable overnight courier service that maintains records of receipt. The addresses for notice shall be, in the case of the undersigned, as set out on its signature page hereto and, in the case of the Company, as follows:

General Enterprise Ventures, Inc.

1740H Dell Range Blvd.

Cheyenne, WY 82009

Attention: Joshua Ralston

Email: jralston@generalenterpriseventures.com

Either party shall have the right to change its address for notice hereunder to any other location within the continental United States by notice to the other party of such new address at least ten (10) days' prior to the effective date of such new address.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGES FOLLOW.]

SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT

The undersigned subscribes for the Convertible Note and the Warrant of the Company set forth below. This Subscription Agreement and the representations, warranties, acknowledgements and agreements contained in this Subscription Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the undersigned.

Executed at:	New York	NY	as of February 28, 2025.
	(City)	(State)

(Signature block as applicable.)

INDIVIDUAL		ENTITY

		BoltRock Holdings, LLC
Signature		Name of Company

Name ____________________________		By: /s/ Craig A. Huff

		Title: Managing Member

Principal amount of Convertible Note subscribed for: 2,000,000.

Total funds to be tendered: $2,000,000 (payable to General Enterprise Ventures, Inc. upon execution of this Agreement) by wire transfer of immediately available U.S. dollars.

FOR COMPLETION BY ALL SUBSCRIBERS

Subscriber’s Mailing Address: (for formal notice) 712 Fifth Avenue, 22nd Floor New York, NY 10019		Subscriber’s Other Address: (home, business or main office)

Attention: Craig A. Huff		Attention:

Phone No: [Intentionally Omitted]		Phone No:

E-mail: [Intentionally Omitted]		E-mail:

With a copy (which shall not constitute notice) to: [Intentionally Omitted]

[SIGNATURE PAGE TO CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT

OF GENERAL ENTERPRISE VENTURES, INC.]

ACCEPTANCE

Accepted as of February 28, 2025

GENERAL ENTERPRISE VENTURES, INC.

By: /s/ Joshua Ralston

Name: Joshua Ralston

Title: President

[SIGNATURE PAGE TO CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT

OF GENERAL ENTERPRISE VENTURES, INC.]

Annex A

GENERAL ENTERPRISE VENTURES, INC.

SUBSCRIBER INFORMATION

[Intentionally Omitted]

Annex B

SUBSCRIBER QUESTIONNAIRE

[Intentionally Omitted]

Annex B-1

DEFINITION OF “INVESTMENTS”

[Intentionally Omitted]

Annex B-2

VALUATIONS OF INVESTMENTS

[Intentionally Omitted]

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. HOLDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

$ 2,000,000.000

February 28, 2025

This Convertible Promissory Note (this “Note” and, together with any similar convertible promissory note issued by the Company, notwithstanding that such other similar notes may not be secured by the Pledge Agreement, the “Notes”) is issued by General Enterprise Ventures, Inc. (the “Company”) to Holder, whose signature appears below, in connection with that certain Subscription Agreement dated as of even date herewith (the “Subscription Agreement”), by and between the Company and the Holder. Subject to the terms and conditions set forth herein, the outstanding principal amount hereof together with accrued but unpaid interest shall be due and payable on the date that is 12 months following the date first set forth above (the “Maturity Date”). Interest shall accrue daily at the rate of 10% per annum and shall be capitalized (added to principal) on the Maturity Date. The Holder’s registration rights are set forth in the Subscription Agreement.

1.	Due Date and Payment.

1.1 Payment. On the Maturity Date, the Company shall pay to Holder the outstanding principal amount of this Note and all accrued and unpaid interest hereon. The Company may not pay any amount owed to Holder hereunder prior to the Maturity Date.

1.2 Parity of Notes. The obligations of the Company under this Note and the other Notes shall rank in equal priority and unless otherwise approved by the Company and the Holders of all Notes, no payment shall be made under any of the Notes or other action taken with respect thereto unless such payment or action is made or taken with respect to all Notes; provided, however, that payments on the Notes will be apportioned on the basis of their relative Conversion Amounts.

1.3 Seniority of Notes. The obligations of the Company under the Notes shall be senior to all other existing indebtedness and equity of the Company. Upon any Liquidation Event (defined below), the Holder will be entitled to receive, before any distribution or payment is made upon, or set apart with respect to, any indebtedness of the Company or any class of capital stock of the Company, an amount equal to the Conversion Amount. For purposes of this Note, “Liquidation Event” means a liquidation pursuant to a filing of a petition for bankruptcy under applicable law or any other insolvency or debtor’s relief, an assignment for the benefit of creditors, or a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.

1.4 MFN. The Company shall not issue any other Note (or enter into a subscription agreement related to such Note) or modify any existing Note (or related subscription agreement) that has the effect of establishing rights or otherwise benefiting the holder of such Note in a manner more favorable in any

material respect to such holder than the rights and benefits established in favor of the Holder by this Note and the Subscription Agreement, unless, in any such case, the Holder has been provided with such rights and benefits. The Company represents and warrants to the Holder that, as of the date hereof, no holder of any other Note has been granted any such (more favorable) right or benefit.

2.	Conversion.

2.1 Definitions. As used herein:

(a) “Common Stock” means (i) the Company’s Common Stock, $0.0001 par value per share, and (ii) any other securities into which or for which any of the securities described in clause (i) above have been converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.

(b) “Conversion Amount,” means the outstanding principal amount of this Note and all accrued and unpaid interest hereon through the date of conversion.

(c) “Conversion Price” means $0.40 (subject to adjustment pursuant to the anti-dilution provisions hereof)[, which is the conversion price of all other Notes].

(d) “Sale Transaction” means (i) an acquisition by any person or “group” (within the meaning of Rule 13d of the Securities Exchange Act of 1934) of more than 50% of the Common Stock of the Company (determined on an as-converted fully diluted basis); or (ii) a sale of all or substantially all the assets of the Company; provided that in no event will enforcement or realization on the Collateral (as defined in the Pledge Agreement) under the Pledge Agreement constitute a Sale Transaction for purposes of this Note.

(e) “Trading Day” means a day on which the Common Stock is traded on a Trading Market.

(f) “Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the OTC Bulletin Board, The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, the New York Stock Exchange, NYSE Arca, the NYSE MKT, CBOE, or the OTCQX Marketplace, the OTCQB Marketplace, the OTC Pink Marketplace or any other tier operated by OTC Markets Group Inc. (or any successor to any of the foregoing).

(g) “VWAP” means, as to the Common Stock, for or as of any date, the dollar volume-weighted average price for such security on the Trading Market (or, if the Trading Market is not the principal trading market for such security, then on the principal securities exchange or securities market on which such security is then traded) during the period beginning at 9:30 a.m., New York time, and ending at 4:02 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30 a.m., New York time, and ending at 4:02 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as determined by the Company in the reasonable exercise of its discretion.

All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

2.2 Automatic Conversion. In the event that, prior to the Maturity Date, the VWAP per share of Common Stock remains above $1.50 (subject to adjustment pursuant to the anti-dilution provisions hereof) for 30 (thirty) consecutive Trading Days (any such 30-day period being the “Trading Period”), then this Note shall automatically convert on the next Trading Day immediately following the Trading Period into the number of shares of Common Stock determined by dividing the Conversion Amount by the Conversion Price; provided, that the Company is listed on a Trading Market that is a senior exchange such as The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, CBOE, or the New York Stock Exchange VWAP for the entire Trading Period.

2.3 Voluntary Conversion. At any time during the period this Note is outstanding, Holder has the option to convert the whole, but not part of, the Conversion Amount into a number of common shares of the Company determined by dividing the Conversion Amount by the Conversion Price.

2.4 Conversion on Sale Transaction. If a Sale Transaction closes before the earliest to occur of: (i) an automatic conversion of the Note in accordance with Section 2.2, (ii) the voluntary conversion of the Note in accordance with Section 2.3, or (iii) the Maturity Date, then this Note shall automatically convert (immediately prior to the closing of such Sale Transaction) into the number of shares of Common Stock determined by dividing the Conversion Amount by the Conversion Price. The Holder shall be paid the relevant proceeds (if any) from such Sale Transaction due to the Holder. The Company agrees that it shall not undertake any Sale Transaction on than with a third party on an arm’s length basis.

2.5 Mechanics and Effect of Conversion. Before Holder shall be entitled to receive certificates representing securities into which this Note has been converted, Holder shall surrender this Note (or an affidavit of lost Note or similar instrument) at the office of the Company. The Company shall, promptly thereafter, issue and deliver to Holder (a) a certificate or other evidence of the equity securities into which this Note has been converted and, in the event that applicable laws or regulations prevented the conversion of the entire Conversion Amount, (b) a replacement Note in the principal amount equal to the amount of the Conversion Amount not converted. No fractional securities shall be issued upon conversion of this Note. In lieu thereof, the number of shares or other securities to be issued shall be rounded to the nearest whole share or security. All conversion prices and VWAP trading prices per share shall be appropriately adjusted for stock splits, stock dividends, and stock combinations. Further, if the Company shall, at any time after the date hereof, whether directly or indirectly by way of convertible/exchangeable securities or any rights or warrants or options to purchase any convertible/exchangeable securities, issue any shares of Common Stock at a price per share of Common Stock that is less than the then-current Conversion Price, the Conversion Price shall be adjusted downward to equal such lower price.

3. Security. The obligations of the Borrower to Holder under this note are secured by that certain Pledge and Security Agreement dated as of the date hereof made by the Company in favor of Holder (the “Pledge Agreement”).

4.	Default; Remedies.

4.1 Default. If there shall be any Event of Default hereunder, at the option and upon the declaration of the Holder and upon written notice to the Company (which election and notice shall not be required in the case of an Event of Default under Sections 5.1(f) and/or 5.1(g)), this Note shall accelerate and the Conversion Amount shall become due and payable. The occurrence of any one or more of the following shall constitute an “Event of Default”:

(a) The Company fails to pay the full Conversion Amount on or prior to the Maturity Date (as the same may have been extended);

(b) Any representation or warranty made by Company under this Note, the Subscription Agreement, the Pledge Agreement, the Common Stock Purchase Agreement being issued to the Holder in connection with this Note, or any other document executed in connection herewith or therewith (the “Loan Documents”) fails to be true and correct as and when made;

(c) The Company fails to comply with any covenant, term, provision or agreement contained in this Note or any other Loan Document;

(d) The Company defaults on the payment of any other indebtedness of the Company (whether at maturity or otherwise) or an event of default occurs with respect to any other indebtedness of the Company which would permit the holder thereof to accelerate the payment of such indebtedness;

(e) At any time after the execution and delivery hereof, (i) this Note and/or any of the other Loan Documents ceases to be in full force and effect (other than by reason of the satisfaction in full of the obligations hereunder in accordance with the terms hereof) or shall be declared null and void, or the Agent, for the benefit of the Holder, shall not have or shall cease to have a valid and perfected lien and security interest in any of the Collateral (as defined in the Pledge Agreement), or (iii) the Company shall contest the validity or enforceability of this Note and/or any of the other Loan Documents or deny that it has any further liability, including with respect to future advances by the Lender, under this Note and/or any of the other Loan Documents;

(f) The Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; or

(g) An involuntary petition is filed against the Company (unless such petition is dismissed or discharged within 60 days) under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, or assignee for the benefit of creditors is appointed to take possession, custody or control of any property of the Company.

4.2 Remedies.

(a) Following an Event of Default, the Holder shall have, in addition to the rights Holder may have under applicable law, such rights and remedies as are set forth in the Pledge Agreement with respect to the Collateral (as defined in the Pledge Agreement).

(b) In addition, upon an Event of Default, the Holder may recover from the Company on demand all costs and other expenses incurred in connection therewith, including but not limited to reasonable attorneys’ fees, together with interest thereon and on any judgment obtained by the Holder from and after the date such costs or expenses are incurred or the date of such judgment, as applicable, until actual payment is made to the Holder of the full amount due the Holder.

5.	Miscellaneous.

5.1 Amendments and Waivers. No term of this Note may be amended or compliance therewith waived (either generally or in a particular instance and either retroactively or prospectively) without the

written consent of the Company and Holders of Notes representing not less than 100% of the aggregate Conversion Amount under all Notes (the “Requisite Holders”) at such time

5.2 Governing Law. This Note shall be governed by and construed and enforced in accordance with the laws of the State of Wyoming, without giving effect to its conflicts of laws principles or any substantive law that would result in the application of any law other than the State of Wyoming.

5.3 Severability. If one or more provisions hereof are held to be unenforceable under applicable law, such invalid, void or unenforceable provision shall be replaced by a provision that as closely as possible reflects the parties’ intent with respect thereto and that is valid and enforceable, and the balance of this Note shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

5.4 Assignment. Neither party may transfer or assign its rights or obligations under this Note without the prior written consent of the other party; provided that the Holder may transfer or assign this Note to one or more of its affiliates.

5.5 Headings and Interpretation. The titles and subtitles used in this Note are for convenience only and are not to be considered in construing or interpreting this Note. No rule of construction to the effect that ambiguities are to be resolved against the drafting party shall be applied in the construction or interpretation of this Note.

5.6 Attorneys’ Fees and Costs; Expenses. Each party shall bear its own expenses in connection with the issuance of this Note and the enforcement or interpretation thereof; provided, however, that (a) the Company shall be responsible for obtaining, if necessary, and bearing the entire cost and expense of obtaining any legal opinions in connection with the conversion and issuance of any shares and (b) within 3 days of the Holder’s disbursement to the Company of the principal amount of this Note, the Company shall reimburse to the Holder the reasonable costs and expenses incurred by it in connection with, and any taxes imposed on it, with the evaluation, negotiation and closing of the transactions contemplated hereunder and the preparation, review, negotiation and execution and delivery of the Transaction Agreements (as such term is defined in the Subscription Agreement).

5.7 Entire Agreement. This Note, the Warrant issued in connection herewith, and the Subscription Agreement collectively constitute the entire agreement among the Company and Holder with respect to the subject matter hereof and supersede all prior and contemporaneous negotiations, agreements and understandings (including any ‘term sheets’ or similar documents).

5.8 Counterparts. This Note may be executed in one or more counterparts, including by email in portable document format, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

5.9 Notices. All notices, requests, demands and other communications that are required or may be given pursuant to the terms of this Note shall be in writing and shall be deemed delivered (i) on the date of delivery when delivered by hand on a business day during normal business hours or, if delivered on a day that is not a business day or after normal business hours, then on the next business day, (ii) on the date of transmission when sent by email during normal business hours on a business day with telephone confirmation of receipt or, if transmitted on a day that is not a business day or after normal business hours, then on the next business day, or (iii) on the second business day after the date of dispatch when sent by a reputable international courier service that maintains records of receipt. The addresses for notice shall be as set forth in the Subscription Agreement.

5.10 Reservation of Stock; Regulatory Compliance.

(a) The Company shall at all times while this Note shall be outstanding, reserve and keep available out of its authorized but unissued Common Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all or any portion of the Note into shares of Common Stock (disregarding for this purpose any and all limitations of any kind on such exercise). The Company shall, from time to time in accordance with Chapter 78 of the Wyoming Revised Statutes, increase the authorized number of shares of Common Stock or take other effective action if at any time the unissued number of authorized shares shall not be sufficient to satisfy the Company’s obligations under this Section 3.9.

(b) If any shares of Common Stock to be reserved for the purpose of conversion of this Note require registration or listing with or approval of any governmental authority, stock exchange or other regulatory body under any federal or state law or regulation or otherwise before such shares may be validly issued or delivered upon exercise, the Company shall, at its sole cost and expense, in good faith and as expeditiously as possible, secure such registration, listing or approval, as the case may be.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS.]

IN WITNESS WHEREOF, the Company has issued this Convertible Promissory Note as of the day and year first above written.

	COMPANY:

	GENERAL ENTERPRISE VENTURES INC.,
	a Wyoming corporation



	By: /s/ Joshua Ralston
	Name: Joshua Ralston
	Title: President

AGREED AND ACCEPTED: HOLDER: BoltRock Holdings, LLC

By: /s/ Craig A. Huff

Name: Craig A. Huff

Title: Managing Member _

[SIGNATURE PAGE TO CONVERTIBLE NOTE OF GENERAL ENTERPRISE VENTURES, INC.]

THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF.

This Warrant is issued pursuant to that certain Subscription Agreement dated February 28, 2025, by and between the Company and BoltRock Holdings, LLC (the “Subscription Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Subscription Agreement. Receipt of this Warrant by the Holder shall constitute acceptance and agreement to all of the terms contained herein.

No. 23

GENERAL ENTERPRISE VENTURES, INC.

COMMON STOCK PURCHASE WARRANT

General Enterprise Ventures, Inc., a Wyoming corporation (together with any corporation which shall succeed to or assume the obligations of General Enterprise Ventures, Inc. hereunder, the “Company”), hereby certifies that, for value received, BoltRock Holdings, LLC (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time during the Exercise Period (as defined in Section 9) up to 2,500,000 fully paid and non-assessable shares of Common Stock (as defined in Section 9), at a purchase price per share equal to the Exercise Price (as defined in Section 9). The number of shares of Common Stock for which this Common Stock Purchase Warrant (this “Warrant”) is exercisable and the Exercise Price are subject to adjustment as provided herein.

1. DEFINITIONS. Certain terms are used in this Warrant as specifically defined in Section 9.

2. EXERCISE OF WARRANT.

2.1. Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time or from time to time during the Exercise Period, by submitting the form of subscription attached hereto (the “Exercise Notice”) duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may, at its expense, require the

Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will forthwith issue and deliver to or upon the order of the Holder a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised.

2.2. Payment of Exercise Price by Wire Transfer. If the Holder elects to purchase a specified number of shares by paying the Aggregate Exercise Price, the Holder shall pay such amount by wire transfer of immediately available funds to the account designated by the Company in its acknowledgement of receipt of such Exercise Notice pursuant to Section 2.1.

2.3. Net Exercise. If a registration statement covering the shares of Common Stock that are the subject of the Notice of Exercise (the “Unavailable Warrant Shares”) is not available for the resale of such Unavailable Warrant Shares to the public or upon exercise of this Warrant in connection with a Fundamental Transaction, the Holder may elect to exercise this Warrant by receiving shares of Common Stock equal to the number of shares determined pursuant to the following formula:

X =	Y (A - B)
	A

where,

X =

the number of shares of Common Stock to be issued to Holder;

Y =

the number of shares of Common Stock as to which this Warrant is to be exercised (as indicated on the Exercise Notice);

A =

VWAP for the Trading Day immediately preceding the date of exercise; and

B =

the Exercise Price.

2.4. Antitrust Notification. If the Holder determines, in its sole judgment upon the advice of counsel, that the issuance of any Warrant Shares pursuant to the terms hereof would be subject to the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Company shall file as soon as practicable after the date on which the Company receives notice from the Holder of the applicability of the HSR Act and a request to so file with the United States Federal Trade Commission and the United States Department of Justice the notification and report form required to be filed by it pursuant to the HSR Act in connection with such issuance.

2.5. Termination. This Warrant shall terminate upon the earlier to occur of (i) exercise in full or (ii) the expiration of the Exercise Period.

3. REGISTRATION RIGHTS. The Holder’s registration rights are set forth in the Subscription Agreement.

4. DELIVERY OF STOCK CERTIFICATES ON EXERCISE.

4.1. Delivery of Exercise Shares. As soon as practicable after any exercise of this Warrant and in any event within two (2) Trading Days thereafter (such date, the “Exercise Share Delivery Date”), the Company shall, at its expense (including the payment by it of any applicable issue or stamp taxes), cause to be issued in the name of and delivered to the Holder, or as the Holder may direct, a certificate or

certificates evidencing the number of fully paid and non-assessable shares of Common Stock (which number shall be rounded down to the nearest whole share in the event any fractional share may otherwise be issuable upon such exercise and the Company shall pay a cash adjustment to the Holder in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price) to which the Holder shall be entitled on such exercise, in such denominations as may be requested by the Holder, which certificate or certificates shall be free of restrictive and trading legends (except for any such legends as may be required under the Securities Act). In lieu of delivering physical certificates for the shares of Common Stock issuable upon any exercise of this Warrant, provided the Warrant Shares are not restricted securities and the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program or a similar program, upon request of the Holder, the Company shall cause its transfer agent to electronically transmit such shares of Common Stock issuable upon exercise of this Warrant to the Holder (or its designee), by crediting the account of the Holder’s (or such designee’s) broker with DTC through its Deposit Withdrawal Agent Commission system (provided that the same time periods herein as for stock certificates shall apply) as instructed by the Holder (or its designee). The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable.

4.2. [Reserved.]

4.3. Charges, Taxes and Expenses. Issuance of Exercise Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Exercise Shares, all of which taxes and expenses shall be paid by the Company, and such Exercise Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event Exercise Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto (the “Assignment Form”) duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

5. CERTAIN ADJUSTMENT.

5.1. Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (a) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (b) subdivides outstanding shares of Common Stock into a larger number of shares, (c) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (d) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 5.1 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

5.2 Anti-Dilution Ratchet. If the Company shall, at any time after the Issue Date, issue or sell any Additional Shares of Common Stock (as defined below), except for shares of Common Stock

issued upon conversion of the Notes (as defined in the Note), at a price per share of Common Stock that is less than the then-current Exercise Price, the Exercise Price shall be adjusted downward to equal such lower price. Any adjustment made pursuant to this Section 5.2 shall become effective immediately after the issuance of the relevant Additional Shares of Common Stock.

5.3 Fundamental Transaction. If, at any time while this Warrant is outstanding, (a) the Company effects any merger or consolidation of the Company with or into another Person, (b) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (c) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (d) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each, a “Fundamental Transaction”), then, upon the closing of a Fundamental Transaction and payment of the exercise price therefore (including at the election of the Holder by cashless exercise), the Holder shall receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon exercise of this Warrant upon the closing of such Fundamental Transaction. The foregoing notwithstanding, if the Company effects any reclassification of the Common Stock or any compulsory share exchange, in each case, into another security of the Company, this Warrant shall remain outstanding and the Holder shall be entitled to receive the Alternative Consideration upon any subsequent exercise of this Warrant and the payment of the exercise price therefor. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 5.3.

5.4 Adjustment to Exercise Price Upon Issuance of Common Stock. This Warrant is a series of warrants (collectively, the “Related Warrants”) issued by the Company in connection with convertible notes and subscription agreements that are similar to the Note (notwithstanding that such other similar notes may not be secured) and the Subscription Agreement. If the Company shall, at any time after the Issue Date, issue or sell or modify any Related Warrants or any shares of Common Stock, whether directly or indirectly by way of Convertible Securities or any rights or warrants or options to purchase any such Convertible Securities (“Additional Shares of Common Stock”), with any term that the Holder reasonably believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Holder reasonably believes was not similarly provided to the Holder in this Warrant, then (i) the Holder, after receipt of written notice thereof from the Company, shall notify the Company of such additional or more favorable term within five (5) Business Days of the issuance or amendment (as applicable) of the respective security or, if later, within five (5) Business Days after receipt of the previously described notice, and (ii) such term, at Holder’s option, shall become a part of this Warrant (regardless of whether the Company or Holder complied with the notification provision of

this Warrant or the Subscription Agreement). The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion or exercise discounts and conversion or exercise lookback periods. If Holder elects to have the term become a part of this Warrant, then the Company shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Holder (the “Acknowledgment”) within five (5) Business Days of Company’s receipt of request from Holder (the “Adjustment Deadline”), provided that Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby. The Company represents and warrants to the Holder that, as of the date hereof, no holder of any other Related Warrant has been granted any more favorable right or benefit than those established in favor of the Holder hereunder.

5.5 Calculations. All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding at the close of the Trading Day on or, if not applicable, most recently preceding, such given date.

5.6 Notice to Holder.

(a) Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 5, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

(b) Notice to Allow Exercise by Holder. If (i) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock; (ii) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock; (iii) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; (iv) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or other Fundamental Transaction; or (v) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company; then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange or other Fundamental Transaction is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. Subject to applicable law, the Holder is entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice. Notwithstanding the foregoing, the delivery of the notice described in this Section 5.6 is not intended to and shall not bestow upon the Holder any voting rights whatsoever with respect to outstanding unexercised Warrants.

6. NO IMPAIRMENT. The Company will not, by amendment of the Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in taking all such action as may be necessary or appropriate in order to protect the rights of the Holder against impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise of this Warrant above the amount payable therefor on such exercise and (b) will take all such action as may be reasonably necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of stock on the exercise of this Warrant from time to time outstanding.

7. NOTICES OF RECORD DATE. In the event of:

(a) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right;

(b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or any consolidation or merger of the Company with or into any other Person or any other Change of Control or other Fundamental Transaction; or

then, and in each such event, the Company will mail or cause to be mailed to the Holder a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is anticipated to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up. Such notice shall be mailed at least fifteen

(15) days prior to the date specified in such notice on which any such action is to be taken.

8. RESERVATION OF STOCK ISSUABLE ON EXERCISE OF WARRANT; REGULATORY COMPLIANCE.

8.1. Reservation of Stock Issuable on Exercise of Warrant. The Company shall at all times while this Warrant shall be outstanding, reserve and keep available out of its authorized but unissued Common Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the exercise of all or any portion of the Warrant Shares (disregarding for this purpose any and all limitations of any kind on such exercise). The Company shall, from time to time in accordance with Chapter 78 of the Wyoming Revised Statutes, increase the authorized number of shares of Common Stock or take other effective action if at any time the unissued number of authorized shares shall not be sufficient to satisfy the Company’s obligations under this Section 8.

8.2. Regulatory Compliance. If any shares of Common Stock to be reserved for the purpose of exercise of the Warrant Shares require registration or listing with or approval of any Governmental Authority, stock exchange or other regulatory body under any federal or state law or regulation or

otherwise before such shares may be validly issued or delivered upon exercise, the Company shall, at its sole cost and expense, in good faith and as expeditiously as possible, secure such registration, listing or approval, as the case may be.

9. DEFINITIONS. As used herein the following terms, unless the context otherwise requires, have the following respective meanings:

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified, as such terms are used in and construed under Rule 405 under the Securities Act.

“Aggregate Exercise Price” means, in connection with the exercise of this Warrant at any time, an amount equal to the product obtained by multiplying (i) the Exercise Price times (ii) the number of shares of Common Stock for which this Warrant is being exercised at such time.

“Articles of Incorporation” means the Company’s Articles of Incorporation.

“Business Day” means any day other than a Saturday, Sunday or any other day on which the Federal Reserve Bank of Houston is closed in Houston, Texas.

“Change of Control” has the meaning set forth in the (i) an acquisition by any person or “group” (within the meaning of Rule 13d of the Securities Exchange Act of 1934) of more than 50% of the common stock of the Company (determined on an as-converted fully diluted basis); (ii) a liquidation, dissolution or winding up of the Company; or (iii) a sale of all or substantially all the assets of the Company.

“Common Stock” means (i) the Company’s Common Stock, $0.001 par value per share, and (ii) any other securities into which or for which any of the securities described in clause (i) above have been converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.

“Convertible Securities” means any debt, equity or other securities that are, directly or indirectly, convertible into or exchangeable for Common Stock.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder from time to time in effect.

“Exercise Period” means the period commencing on the Issue Date and ending 11:59 P.M. (Houston, Texas time) on the five-year anniversary of the Issue Date or earlier closing of a Fundamental Transaction (other than a Fundamental Transaction of the type described in clause (d) of the definition thereof resulting in the conversion into or exchange for another security of the Company).

“Exercise Price” means $0.50 per share.

“Exercise Shares” means the shares of Common Stock for which this Warrant is then being exercised.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Issue Date” means February 28, 2025.

“Note” means the 10% Senior Secured Convertible Promissory Note issued by the Company to the Holder pursuant to the Subscription Agreement.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder from time to time in effect.

“Trading Day” means a day on which the Common Stock is traded on a Trading Market.

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the OTC Bulletin Board, The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, the New York Stock Exchange, NYSE Arca, the NYSE MKT, CBOE, or the OTCQX Marketplace, the OTCQB Marketplace, the OTC Pink Marketplace or any other tier operated by OTC Markets Group Inc. (or any successor to any of the foregoing)

“VWAP” means, as to the Common Stock of the Company, for or as of any date, the dollar volume-weighted average price for such security on the Trading Market (or, if the Trading Market is not the principal trading market for such security, then on the principal securities exchange or securities market on which such security is then traded) during the period beginning at 9:30 a.m., New York time, and ending at 4:02 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30 a.m., New York time, and ending at 4:02 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as determined by the Company in the reasonable exercise of its discretion. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

“Warrant Shares” means collectively the shares of Common Stock of the Company issuable upon exercise of this Warrant in accordance with its terms, as such number may be adjusted pursuant to the provisions thereof.

10. [Reserved]

11. REGISTRATION AND TRANSFER OF WARRANT.

11.1. Registration of Warrant. The Company shall register and record transfers, exchanges, reissuances and cancellations of this Warrant, upon the records to be maintained by the Company for that purpose, in the name of the record holder hereof from time to time. The Company may deem and treat the registered holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. The Company shall be entitled to rely and held harmless in acting or refraining from acting in reliance

upon, any notices, instructions or documents it believes in good faith to be from an authorized representative of the Holder.

11.2 Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with an Assignment Form duly executed by the Holder or its agent or attorney. The Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of the transferred Warrant under the Securities Act. Upon such surrender, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such Assignment Form, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. This Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Exercise Shares without having a new Warrant issued.

11.3. New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 11.2, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for this Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and shall be identical with this Warrant except as to the number of Exercise Shares issuable pursuant thereto.

12. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Exercise Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of this Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

13. [Reserved.]

14. NO RIGHTS AS A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Exercise Shares.

15. NOTICES. All notices, requests, demands and other communications that are required or may be given pursuant to the terms of this Warrant shall be in writing and shall be deemed delivered (i) on the date of delivery when delivered by hand on a Business Day during normal business hours or, if delivered on a day that is not a Business Day or after normal business hours, then on the next Business Day, (ii) on the date of transmission when sent by email during normal business hours on a Business Day with telephone confirmation of receipt or, if transmitted on a day that is not a Business Day or after normal business hours, then on the next Business Day, or (iii) on the second Business Day after the date of

dispatch when sent by a reputable courier service that maintains records of receipt. The addresses for notice shall be as set forth in the Subscription Agreement.

16. CONSENT TO AMENDMENTS. Any term of this Warrant may be amended, and the Company may take any action herein prohibited, or compliance therewith may be waived, only if the Company shall have obtained the written consent (and not without such written consent) to such amendment, action or waiver from the Holder. No course of dealing between the Company and the Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of the Holder.

17. MISCELLANEOUS. In case any provision of this Warrant shall be invalid, illegal or unenforceable, or partially invalid, illegal or unenforceable, the provision shall be enforced to the extent, if any, that it may legally be enforced and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. If any provision of this Warrant is found to conflict with the Subscription Agreement, the provisions of this Warrant shall prevail. If any provision of this Warrant is found to conflict with the Note, the provisions of the Note shall prevail. THIS WARRANT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE INTERNAL LAW OF THE STATE OF WYOMING EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof.

[REMAINDER OF PAGE INTENTIONALLY LET BLANK. SIGNATURE PAGE FOLLOWS.]

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer.

Dated as of February 28, 2025

	GENERAL ENTERPRISE VENTURES, INC.



	By: /s/ Joshua Ralston
	Name: Joshua Ralston
	Title: President

[SIGNATURE TO WARRANT AGREEMENT OF GENERAL ENTERPRISE VENTURES, INC.]

FORM OF SUBSCRIPTION

(To be signed only on exercise of attached Warrant)

TO:	General Enterprise Ventures, Inc.

1. The undersigned Holder of the attached Warrant hereby elects to exercise its purchase right under such Warrant to purchase shares of Common Stock of General Enterprise Ventures, Inc., a Wyoming corporation (the “Company”), as follows (check one or more, as applicable):

☐

to exercise the Warrant to purchase ______________ shares of Common Stock and to pay the Aggregate Exercise Price therefor by wire transfer of United States funds to the account of the Company, which transfer has been made prior to or as of the date of delivery of this Form of Subscription pursuant to the instructions of the Company;

and/or

☐

to exercise the Warrant with respect to ______________ shares of Common Stock pursuant to the net exercise provisions specified in Section 2.3 of the Warrant.

2. In exercising this Warrant, the undersigned Holder hereby confirms and acknowledges that the shares of Common Stock are being acquired solely for the account of the undersigned and not as a nominee for any other party, and for investment, and that the undersigned shall not offer, sell or otherwise dispose of any such shares of Common Stock except under circumstances that will not result in a violation of the Securities Act or any state securities laws. The undersigned hereby further confirms and acknowledges that it is an “accredited investor”, as that term is defined under the Securities Act.

3. Please issue a stock certificate or certificates representing the appropriate number of shares of Common Stock in the name of the undersigned or in such other name(s) as is specified below:

Name:

__________________________

Address:

__________________________

TIN:

__________________________

	Dated:
(Signature must conform exactly to name of Holder as specified on the face of the Warrant)

FORM OF ASSIGNMENT

(To be signed only on transfer of Warrant)

For value received, the undersigned hereby sells, assigns, and transfers unto ____________________ the right represented by the within Warrant to purchase shares of Common Stock of General Enterprise Ventures, Inc., a Wyoming corporation, to which the within Warrant relates, and appoints _________________ attorney to transfer such right on the books of General Enterprise Ventures, Inc., with full power of substitution in the premises.

	BoltRock Holdings, LLC



Dated:	By:	Craig A. Huff

	Title:	Managing Member

	712 Fifth Avenue, 22^nd Floor New York, NY 10019

Signed in the presence of:

_______________________________________

PLEDGE AND SECURITY AGREEMENT

Grantor:	General Enterprise Ventures, Inc.	Secured Party:	BoltRock Holdings, LLC
Address:	Address: 1740H Dell Range Blvd., Cheyenne, WY 82009		712 Fifth Avenue, 22^nd Floor New York, NY 10019

THIS PLEDGE AND SECURITY AGREEMENT (“Agreement”) is dated as of February 28, 2025, by and between Grantor and BoltRock Holdings, LLC (“Secured Party”).

1. Definitions. As used in this Agreement, the following terms shall have the meanings indicated below:

(a) “Code” means the Uniform Commercial Code as in effect in the State of Wyoming or of any other state having jurisdiction with respect to any of the rights and remedies of Secured Party on the date of this Agreement or as it may hereafter be amended from time to time.

(b) “Collateral” means (i) all personal property of Grantor specifically described on Schedule A attached hereto and made a part hereof, (ii) all certificates, instruments and/or other documents evidencing the foregoing and following, (iii) all renewals, replacements and substitutions of all of the foregoing and following, (iv) all Additional Property (as hereinafter defined), and (v) all products and proceeds of all of the foregoing. The designation of proceeds does not authorize Grantor to sell, transfer or otherwise convey any of the foregoing property. The delivery at any time by Grantor to Secured Party of any property as a pledge to secure payment or performance of any indebtedness or obligation whatsoever shall also constitute a pledge of such property as Collateral hereunder.

(c) “Equity Interest” means with respect to any Person, any shares, interests, profits interests, participations or other equivalents (however designated) of corporate stock, membership interests or partnership interests (or any other ownership interests) of such Person.

(d) “Governmental Authority” means any court, board, agency, commission, office or other authority of any nature whatsoever for any governmental unit (foreign, federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence.

(e) “Grantor” means General Enterprise Ventures, Inc., a Wyoming corporation.

(f) “Indebtedness” means (i) all indebtedness, obligations and liabilities now or hereafter existing of Grantor under the Promissory Note and each other Loan Document (including, but not limited to, the Obligations), (ii) all Secured Obligations, (iii) all accrued but unpaid interest (including all interest that would accrue but for the existence of a proceeding under any bankruptcy or other creditor rights Laws) on any of the indebtedness, obligations and liabilities described in this definition of “Indebtedness,” (iv) all indebtedness, obligations and liabilities of Grantor to Secured Party under any documents evidencing, securing, governing and/or pertaining to all or any part of the indebtedness, obligations and liabilities described in this definition of “Indebtedness,” (v) all reasonable costs and expenses incurred by Secured Party prior to an Event of Default and all costs and expenses incurred by Secured Party during the existence of an Event of Default in connection with the collection and administration of all or any part of the indebtedness, obligations and liabilities described in this definition of “Indebtedness” or the protection or preservation of, or realization upon, the collateral securing all or any part of such indebtedness, obligations and liabilities, including without limitation all fees and expenses of Secured Party’s attorneys,

and (vi) all renewals, extensions, modifications, restructurings and rearrangements of the indebtedness, obligations and liabilities described in this definition of “Indebtedness.”

(g) “Law” means all applicable federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting any party to this Agreement or the other Loan Documents, whether now or hereafter enacted and in force.

(h) “Lien” means, with respect to any asset, any mortgage, leasehold mortgage, lien, pledge, charge, security interest, hypothecation or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement or other title retention agreement relating to such asset.

(i) “Permitted Liens” means the lien and security interests created by this Agreement and the other Loan Documents.

(j) “Person” means any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other person or entity, and any federal, state, county or municipal government or any bureau, department or agency thereof or any other legal entity and any fiduciary acting in such capacity on behalf of any of the foregoing.

(k) “Promissory Note” means that certain 10% Senior Secured Convertible Promissory Note dated as of the date hereof made by Grantor in favor of Secured Party, together with all amendments and restatements thereto.

(l) “Secured Obligations” means all obligations of the Grantor now or hereafter existing under the Promissory Note, this Agreement and the other Loan Documents to which it is a party.

All words and phrases used herein which are expressly defined in Section 1.201, Chapter 8 or Chapter 9 of the Code shall have the meaning provided for therein. Other words and phrases defined elsewhere in the Code shall have the meaning specified therein except to the extent such meaning is inconsistent with a definition in Section 1.201, Chapter 8 or Chapter 9 of the Code. Capitalized terms not otherwise defined herein have the meaning specified in the Promissory Note.

2. Security Interest. As security for the Indebtedness, Grantor, for value received, hereby grants to Secured Party, for it and the benefit of holders of Indebtedness, a continuing security interest in the Collateral.

3. Additional Property. Collateral shall also include the following property (collectively, the “Additional Property”) which Grantor becomes entitled to receive or shall receive in connection with any other Collateral: (a) any stock certificate, including without limitation, any certificate representing a stock dividend or any certificate in connection with any recapitalization, reclassification, merger, consolidation, conversion, sale of assets, combination of shares, stock split or spin‑off; (b) any option, warrant, subscription or right, whether as an addition to or in substitution of any other Collateral; (c) any dividends or distributions of any kind whatsoever, whether distributable in cash, stock or other property; (d) any interest, premium or principal payments; and (e) any conversion or redemption proceeds. All Additional Property received by Grantor shall be received in trust for the benefit of Secured Party. All Additional Property and all certificates or other written instruments or documents evidencing and/or representing the Additional Property that is received by Grantor, together with such instruments of transfer as Secured Party may request, shall immediately be delivered to or deposited with Secured Party and held by Secured Party

as Collateral under the terms of this Agreement. If the Additional Property received by Grantor shall be shares of stock, other securities or other Equity Interests, such shares of stock, other securities and other Equity Interests shall be duly endorsed in blank or accompanied by proper instruments of transfer and assignment duly executed in blank, all in form and substance satisfactory to Secured Party. Secured Party shall be deemed to have possession of any Collateral in transit to Secured Party or its agent.

4. Voting Rights. As long as no Event of Default exists, any voting rights incident to any stock, other securities or other Equity Interests pledged as Collateral may be exercised by Grantor; provided, however, Grantor will not exercise, or cause to be exercised, any such voting rights, without the prior written consent of Secured Party, if the direct or indirect effect of such vote will result in an Event of Default hereunder.

5. Maintenance of Collateral. Other than the exercise of reasonable care to assure the safe custody of any Collateral in Secured Party’s possession from time to time, Secured Party does not have any obligation, duty or responsibility with respect to the Collateral. Without limiting the generality of the foregoing, Secured Party shall not have any obligation, duty or responsibility to do any of the following: (a) ascertain any maturities, calls, conversions, exchanges, offers, tenders or similar matters relating to the Collateral or informing Grantor with respect to any such matters; (b) fix, preserve or exercise any right, privilege or option (whether conversion, redemption or otherwise) with respect to the Collateral unless (i) Grantor makes written demand to Secured Party to do so, (ii) such written demand is received by Secured Party in sufficient time to permit Secured Party to take the action demanded in the ordinary course of its business, and (iii) Grantor provides additional collateral, acceptable to Secured Party in its sole discretion; (c) collect any amounts payable in respect of the Collateral (Secured Party being liable to account to Grantor only for what Secured Party may actually receive or collect thereon); (d) sell all or any portion of the Collateral to avoid market loss; (e) sell all or any portion of the Collateral unless and until (i) Grantor makes written demand upon Secured Party to sell the Collateral, and (ii) Grantor provides additional collateral, acceptable to Secured Party in its sole discretion; or (f) hold the Collateral for or on behalf of any party other than Grantor.

6. Representations and Warranties. Grantor hereby represents and warrants the following to Secured Party:

(a) Authority. The execution, delivery and performance of this Agreement and all of the other Loan Documents by Grantor have been duly authorized by all necessary limited liability company action of Grantor.

(b) Accuracy of Information. All information heretofore, herein or hereafter supplied to Secured Party by or on behalf of Grantor with respect to the Collateral is true and correct in all material respects.

(c) Enforceability. This Agreement and the other Loan Documents constitute legal, valid and binding obligations of Grantor, enforceable in accordance with their respective terms, except as limited as to enforcement of remedies by bankruptcy or other creditor rights Laws and except to the extent specific remedies may generally be limited by equitable principles.

(d) Ownership and Liens. Grantor has good and marketable title to the Collateral free and clear of all Liens or adverse claims, except for Permitted Liens. No dispute, right of setoff, counterclaim or defense exists with respect to all or any part of the Collateral. Grantor has not executed any other security agreement currently affecting the Collateral and no financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office except as may have been executed or filed in favor of Secured Party.

(e) No Conflicts or Consents. Neither the ownership, the intended use of the Collateral by Grantor, the grant of the security interest by Grantor to Secured Party herein nor the exercise by Secured Party of its rights or remedies hereunder, will (i) conflict with any provision of (A) any Law, (B) the organizational documents of Grantor or any issuer of any Collateral, or (C) any agreement, judgment, license, order or permit applicable to or binding upon Grantor or otherwise affecting the Collateral, or (ii) result in or require the creation of any Lien upon any assets or properties of Grantor or of any Person except as may be expressly contemplated in the Loan Documents. Except as expressly contemplated herein and in the other Loan Documents, no consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the grant by Grantor of the security interest herein or the exercise by Secured Party of its rights and remedies hereunder.

(f) Security Interest. Grantor has the full right, power and authority to grant a security interest in the Collateral to Secured Party in the manner provided herein, free and clear of any Lien (except solely for the Permitted Liens). This Agreement creates a legal, valid and binding security interest in favor of Secured Party in the Collateral. Upon the filing of a financing statement describing the Collateral with the Uniform Commercial Code central filing office of the jurisdiction of Grantor’s state of formation and delivery to Secured Party of all certificates evidencing Collateral, the security interest granted by this Agreement shall be perfected and prior to all other Liens.

(g) Location/Identity. Grantor’s principal place of business and chief executive office (as those terms are used in the Code), is located at the address set forth herein. Except as specified elsewhere herein, all Collateral and records concerning the Collateral shall be kept at such address. Grantor’s exact legal name, as stated in the currently effective organizational documents of Grantor as filed with the appropriate authority of Grantor’s jurisdiction of organization, entity type, state of organization and federal taxpayer identification number (the “Organizational Information”) are as set forth in the definition of “Grantor”. Grantor is not organized in more than one jurisdiction. Except as specified herein, the Organizational Information shall not change. During the five years preceding the date of this Agreement or such lesser period as Grantor has been organized, Grantor has not had or operated under any name other than its name as stated in the definition of “Grantor,” has not been organized under the Laws of any jurisdiction other than Delaware, has not been organized as any type of entity other than a limited liability company and the chief executive office of Grantor has not been located at any address other than as set forth on the first page hereof, except as set forth on Schedule C.

(h) Securities. All securities or other Equity Interests pledged as Collateral have been duly authorized and validly issued, are fully paid and non-assessable, and were not issued in violation of the preemptive rights of any party or of any agreement by which Grantor or the issuer thereof is bound. No restrictions or conditions exist with respect to the transfer or voting of any securities or other Equity Interests pledged as Collateral or the admission of Secured Party or any transferee as a holder of any Collateral, other than federal and state securities Laws applicable to issuers of securities generally. No issuer of such securities or other Equity Interests has any outstanding stock rights, rights to subscribe, options, warrants or convertible securities or other Equity Interests outstanding or any other rights outstanding entitling any Person other than Grantor to have issued to such Person capital stock, other securities or other Equity Interests of such issuer. Schedule B is a complete and correct list of the exact name of the issuer of all Collateral described on Schedule A, its jurisdiction of organization, its federal taxpayer identification number, and the authorized, issued and outstanding capital stock and other Equity Interests of such issuer. Grantor’s interest in such issuer is as stated on Schedule A. The organizational documents and each other governance document of such issuer that is a limited partnership or a limited liability company do not provide that any Equity Interest in such issuer is a security governed by Article 8 of the Code. No Equity Interest in such issuer is evidenced by a certificate or other instrument.

7. Affirmative Covenants. Grantor shall comply with the covenants contained in this Section 7 at all times during the period of time this Agreement is effective.

(a) Ownership and Liens. Grantor shall maintain good and marketable title to all Collateral free and clear of all Liens or adverse claims, except for Permitted Liens. Grantor shall not permit any dispute, right of setoff, counterclaim or defense to exist with respect to all or any part of the Collateral. Grantor shall cause any financing statement or other security instrument with respect to the Collateral to be terminated, except as may exist or as may have been filed in favor of Secured Party. Grantor hereby irrevocably appoints Secured Party as Grantor’s attorney‑in‑fact, such power of attorney being coupled with an interest, with full authority in the place and stead of Grantor and in the name of Grantor or otherwise, for the purpose of terminating any financing statements currently filed with respect to the Collateral. Grantor shall defend at its expense Secured Party’s right, title and security interest in and to the Collateral against the claims of any third party.

(b) Inspection of Books and Records. Grantor shall keep adequate records concerning the Collateral and Grantor shall permit Secured Party and all representatives and agents appointed by Secured Party from time to time to inspect any of the Collateral and the books and records of or relating to the Collateral.

(c) Adverse Claim. Grantor shall promptly notify Secured Party of any claim, action or proceeding affecting title to the Collateral, or any part thereof, or the security interest created hereunder and, at Grantor’s expense, defend Secured Party’s security interest in the Collateral against the claims of any third party. Grantor shall promptly deliver to Secured Party a copy of all written notices received by Grantor with respect to the Collateral, including without limitation, notices received from the issuer of any securities or other Equity Interests pledged hereunder as Collateral.

(d) Further Assurances. Grantor shall contemporaneously with the execution hereof and from time to time thereafter at its expense promptly execute and deliver all further instruments and documents and take all further action reasonably necessary or appropriate or that Secured Party may request in order (i) to perfect and protect the security interest created or purported to be created hereby and the first priority of such security interest, (ii) to enable Secured Party to exercise and enforce its rights and remedies hereunder in respect of the Collateral, and (iii) to otherwise effect the purposes of this Agreement, including without limitation: (A) executing (if requested) and filing any financing or continuation statements, or any amendments thereto; (B) obtaining written confirmation from the issuer of any securities, other Equity Interests or other property pledged as Collateral of the pledge of such securities, other Equity Interests or other property, in form and substance satisfactory to Secured Party; (C) cooperating with Secured Party in registering the pledge of any securities, other Equity Interests or other property pledged as Collateral with the issuer of such securities, other Equity Interests or other property; (D) delivering notice of Secured Party’s security interest in any securities, other Equity Interests or other property pledged as Collateral to any financial intermediary, clearing corporation or other party required by Secured Party, in form and substance satisfactory to Secured Party; and (E) obtaining written confirmation of the pledge of any securities or other Equity Interests or other property constituting Collateral from any financial intermediary, clearing corporation or other party required by Secured Party, in form and substance satisfactory to Secured Party.

8. Negative Covenants. Grantor shall comply with the covenants contained in this Section 8 at all times during the period of time this Agreement is effective.

(a) Impairment of Security Interest. Grantor shall not take or fail to take any action which would in any manner impair the value (in any material respect) or enforceability (in any respect) of Secured Party’s security interest in all or any part of the Collateral.

(b) Transfer or Lien. Grantor shall not cause or permit any assignment or other transfer (including the granting of any Lien other than the Permitted Liens) of the Collateral to any Person other than Secured Party.

(c) Restrictions on Securities. Grantor shall not enter into any agreement creating, or otherwise permit to exist, any restriction or condition upon the transfer, voting or control of any securities or other Equity Interests pledged as Collateral, except as consented to in writing by Secured Party. No issuer of any Collateral which is either a partnership or limited liability company shall amend or restate its organizational documents, or other governance document, to provide that any Equity Interest of such issuer is a security governed by Article 8 of the Code or permit any Equity Interest of such issuer to be evidenced by a certificate or other instrument.

(d) Organizational Information. Without the prior written consent of Secured Party, Grantor shall not permit any Organizational Information to change.

9. Rights of Secured Party. Secured Party shall have the rights contained in this Section 9 at all times during the period of time this Agreement is effective.

(a) Power of Attorney. Grantor hereby irrevocably appoints Secured Party as Grantor’s attorney‑in‑fact, such power of attorney being coupled with an interest, with full authority in the place and stead of Grantor and in the name of Grantor or otherwise, to, take any action and to execute any instrument which Secured Party may from time to time in Secured Party’s discretion deem reasonably necessary or appropriate to accomplish the purposes of this Agreement, including without limitation, the following action: (i) transfer any securities or other Equity Interests, instruments, documents or certificates pledged as Collateral in the name of Secured Party or its nominee; (ii) use any interest, premium or principal payments, conversion or redemption proceeds or other cash proceeds received in connection with any Collateral to reduce any of the Indebtedness then due and owing under the Loan Documents; (iii) exchange any of the securities or other Equity Interests pledged as Collateral for any other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof, and, in connection therewith, to deposit and deliver any and all of such securities or other Equity Interests with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as Secured Party may deem necessary or appropriate; (iv) exercise or comply with any conversion, exchange, redemption, subscription or any other right, privilege or option pertaining to any securities or other Equity Interest pledged as Collateral; provided, however, except as provided herein, Secured Party shall not have a duty to exercise or comply with any such right, privilege or option (whether conversion, redemption or otherwise) and shall not be responsible for any delay or failure to do so; and (v) file any claims or take any action or institute any proceedings which Secured Party may deem necessary or appropriate for the collection and/or preservation of the Collateral or otherwise to enforce the rights of Secured Party with respect to the Collateral. THE PROXY AND POWER OF ATTORNEY HEREIN GRANTED, AND EACH STOCK POWER AND SIMILAR POWER NOW OR HEREAFTER GRANTED (INCLUDING ANY EVIDENCED BY A SEPARATE WRITING), ARE COUPLED WITH AN INTEREST AND ARE IRREVOCABLE PRIOR TO FINAL INDEFEASIBLE PAYMENT IN FULL OF THE INDEBTEDNESS AND THE TERMINATION OF ALL COMMITMENTS OF SECURED PARTY TO EXTEND CREDIT PURSUANT TO THE LOAN DOCUMENTS

(b) Performance by Secured Party. If Grantor fails to perform any agreement or obligation provided herein, Secured Party may itself perform, or cause performance of, such agreement or obligation, and the expenses of Secured Party incurred in connection therewith shall be a part of the Indebtedness, secured by the Collateral and payable by Grantor on demand.

Notwithstanding any other provision herein to the contrary, Secured Party does not have any duty to exercise or continue to exercise any of the foregoing rights and shall not be responsible for any failure to do so or for any delay in doing so.

10. Events of Default. Each of the following constitutes an “Event of Default” under this Agreement:

(a) Default Under Loan Documents. The existence of an “Event of Default” (as defined in the Promissory Note);

(b) Execution on Collateral. The Collateral or any portion thereof is taken on execution or other process of law in any action against Grantor or any attachment, sequestration or similar writ is levied upon any Collateral;

(d) Dilution of Ownership. The issuer of any securities or other Equity Interests constituting Collateral hereafter issues any shares of any class of capital stock or other Equity Interests (unless promptly upon issuance, additional securities or other Equity Interests are pledged and delivered to Secured Party pursuant to the terms hereof to the extent necessary to give Secured Party a security interest after such issuance in at least the same percentage of such issuer’s outstanding securities or other Equity Interests as Secured Party had before such issuance) or any options, warrants or other rights to purchase any such capital stock or other Equity Interests; and/or

(e) Search Report; Opinion. Secured Party shall receive at any time following the execution of this Agreement a search report indicating that the Collateral is subject to any Lien other than Permitted Liens, and Grantor does not, within thirty (30) days after written notice from Lender bond over the Lien.

11. Remedies and Related Rights. If an Event of Default occurs and is continuing, and without limiting any other rights and remedies provided herein, under any of the other Loan Documents or otherwise available to Secured Party, Secured Party may, exercise one or more of the rights and remedies provided in this Section 11.

(a) Remedies. Secured Party may from time to time at its discretion, without limitation and without notice:

(i) exercise in respect of the Collateral all the rights and remedies of a secured party under the Code (whether or not the Code applies to the affected Collateral);

(ii) reduce its claim to judgment or foreclose or otherwise enforce, in whole or in part, the security interest granted hereunder by any available judicial procedure;

(iii) sell or otherwise dispose of, at its office, on the premises of Grantor or elsewhere, the Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale or other disposition of any part of the Collateral shall not exhaust Secured Party’s power of sale, but sales or other dispositions may be made from time to time until all of the Collateral has been sold or disposed of or until the Indebtedness has been paid and performed in full), and at any such sale or other disposition it shall not be necessary to exhibit any of the Collateral;

(iv) buy the Collateral, or any portion thereof, at any public sale;

(v) buy the Collateral, or any portion thereof, at any private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations;

(vi) apply for the appointment of a receiver for the Collateral, and Grantor hereby consents to any such appointment; and

(vii) at its option, retain the Collateral in satisfaction of the Indebtedness whenever the circumstances are such that Secured Party is entitled to do so under the Code or otherwise, and to the full extent permitted by the Code, Secured Party shall be permitted to elect whether such retention shall be in full or partial satisfaction of the Indebtedness.

In the event Secured Party shall elect to sell the Collateral, Secured Party may sell the Collateral without giving any warranties as and shall be permitted to specifically disclaim any warranties of title or the like. Further, if Secured Party sells any of the Collateral on credit, Grantor shall be credited only with payments actually made by the purchaser, received by Secured Party and applied to the Indebtedness. In the event any purchaser fails to pay for the Collateral, Secured Party may resell the Collateral and Grantor shall be credited with the proceeds of the sale actually received by Secured Party and applied to the Indebtedness. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Grantor agrees that in the event Grantor is entitled to receive any notice under the Code, as it exists in the state governing any such notice, of the sale or other disposition of any Collateral, reasonable notice shall be deemed given when such notice is delivered in accordance with the Promissory Note thirty (30) days prior to the date of any public or private sale. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(b) Private Sale of Securities; Further Approvals.

(i) Grantor recognizes that Secured Party may be unable to effect a public sale of all or any part of the securities or other Equity Interests pledged as Collateral and that Secured Party may, therefore, determine to make one or more private sales of any such securities or other Equity Interests to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities or other Equity Interests for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that each such private sale may be at prices and other terms less favorable than what might have been obtained at a public sale and, notwithstanding the foregoing, agrees that each such private sale shall be deemed to have been made in a commercially reasonable manner and that Secured Party shall have no obligation to delay the sale of any such securities or other Equity Interests for the period of time necessary to permit the issuer to register such securities or other Equity Interests for public sale under any securities Laws. Grantor further acknowledges and agrees that any offer to sell such securities or other Equity Interests which has been made privately in the manner described above to not less than five (5) bona fide offerees shall be deemed to involve a “public sale” for the purposes of Chapter 9 of the Code, notwithstanding that such sale may not constitute a “public offering” under any securities Laws and that Secured Party may, in such event, bid for the purchase of such securities or other Equity Interests.

(ii) In connection with the exercise by Secured Party of its rights hereunder that effects the foreclosure on, disposition of or use of any Collateral, it may be necessary for Secured Party to obtain the prior consent or approval of Governmental Authorities and other Persons to a transfer or assignment of Collateral.

(iii) Grantor shall, if an Event of Default exists, execute, deliver, and file, and authorizes Secured Party pursuant to the power of attorney herein granted, to execute, deliver, and file on Grantor’s behalf and in Grantor’s name, all applications, certificates, filings, instruments, and other documents (including without limitation any application for an assignment or transfer of control or ownership) that may be reasonably necessary or appropriate, in Secured Party’s opinion, and to obtain such consents, waivers, and approvals under applicable Laws and agreements. Grantor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 11 and that such failure would not be adequately compensable in damages, and therefore agrees that this Section 11 may be specifically enforced.

(c) Application of Proceeds. If any Event of Default occurs, Secured Party may at its discretion apply or use any cash held by Secured Party as Collateral, and any cash proceeds received by Secured Party in respect of any sale or other disposition of, collection from, or other realization upon, all or any part of the Collateral as follows:

(i) to the repayment or reimbursement of the costs and expenses (including, without limitation, all fees and expenses of Secured Party’s attorneys) incurred by Secured Party in connection with (A) the administration of the Loan Documents, (B) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, the Collateral, and (C) the exercise or enforcement of any of the rights and remedies of Secured Party hereunder;

(ii) to the payment or other satisfaction of any Liens and other encumbrances upon the Collateral;

(iii) by holding such cash and proceeds as Collateral;

(iv) to pay the amounts of any Secured Obligations;

(v) to the payment of any other amounts required by applicable Law (including without limitation, Section 9.615(a)(3) of the Code or any other applicable statutory provision); and

(vi) by delivery to Grantor or any other party lawfully entitled to receive such cash or proceeds whether by direction of a court of competent jurisdiction or otherwise.

(d) Reserved.

(e) Non-Judicial Remedies. In granting to Secured Party the power to enforce its rights hereunder without prior judicial process or judicial hearing, Grantor expressly waives, renounces and knowingly relinquishes any legal right which might otherwise require Secured Party to enforce its rights by judicial process. Grantor recognizes and concedes that non‑judicial remedies are consistent with the usage of trade, are responsive to commercial necessity and are the result of a bargain at arm’s length. Nothing herein is intended to prevent Secured Party or Grantor from resorting to judicial process at either party’s option.

(f) Other Recourse. Grantor waives any right to require Secured Party to proceed against any third party, exhaust any Collateral or other security for the Indebtedness, or to have any third party joined with Grantor in any suit arising out of the Indebtedness or any of the Loan Documents, or pursue any other remedy available to Secured Party. Grantor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension of the Indebtedness. Grantor further waives any defense arising by reason of any disability or other defense of

any third party or by reason of the cessation from any cause whatsoever of the liability of any third party. Until all of the Indebtedness shall have been finally paid in full in cash and all obligations of Secured Party to extend credit to or for the benefit of Grantor pursuant to the Loan Documents are terminated, Grantor shall have no right of subrogation and Grantor waives the right to enforce any remedy which Secured Party has or may hereafter have against any third party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by Secured Party. Grantor authorizes Secured Party, and without notice or demand and without any reservation of rights against Grantor and without affecting Grantor’s liability hereunder or on the Indebtedness, to (i) take or hold any other property of any type from any third party as security for the Indebtedness, and exchange, enforce, waive and release any or all of such other property, (ii) apply such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (iii) renew, extend, accelerate, modify, compromise, settle or release any of the Indebtedness or other security for the Indebtedness, (iv) waive, enforce or modify any of the provisions of any of the Loan Documents executed by any third party, and (v) release or substitute any third party.

(g) Voting Rights. If an Event of Default occurs, Grantor shall not exercise any voting rights with respect to securities or other Equity Interests pledged as Collateral. Grantor hereby irrevocably appoints Secured Party as Grantor’s attorney‑in‑fact (such power of attorney being coupled with an interest and exercisable if an Event of Default exists) and proxy to exercise any voting rights with respect to Grantor’s securities and other Equity Interests, provided that such power of attorney is only exercisable upon the occurrence of an Event of Default and until such Event of Default is cured to the satisfaction of the Secured Party.

12. Miscellaneous.

(a) Entire Agreement. This Agreement and the other Loan Documents contain the entire agreement of Secured Party and Grantor with respect to the Collateral. If the parties hereto are parties to any prior agreement, either written or oral, relating to the Collateral, the terms of this Agreement shall amend and supersede the terms of such prior agreements as to transactions on or after the effective date of this Agreement, but all security agreements, financing statements, guaranties, other contracts and notices for the benefit of Secured Party shall continue in full force and effect to secure the Indebtedness unless Secured Party specifically releases its rights thereunder by separate release.

(b) Amendment. No modification, consent or amendment of any provision of this Agreement or any of the other Loan Documents shall be valid or effective unless the same is in writing and authenticated by the party against whom it is sought to be enforced, except to the extent of amendments specifically permitted by the Code without authentication by the Grantor.

(c) Actions by Secured Party. The Lien and other rights of Secured Party hereunder shall not be impaired by (i) any renewal, extension, increase or modification with respect to the Indebtedness, (ii) any surrender, compromise, release, renewal, extension, exchange or substitution which Secured Party may grant with respect to the Collateral, or (iii) any release or indulgence granted to any endorser, guarantor or surety of the Indebtedness. The taking of additional security by Secured Party shall not release or impair the Lien or other rights of Secured Party hereunder or affect the obligations of Grantor hereunder.

(d) Waiver by Secured Party. Secured Party may waive any Event of Default without waiving any other prior or subsequent Event of Default. Secured Party may remedy any default without waiving the Event of Default remedied. Neither the failure by Secured Party to exercise, nor the delay by Secured Party in exercising, any right or remedy upon any Event of Default shall be construed as a waiver of such Event of Default or as a waiver of the right to exercise any such right or remedy at a later date. No

single or partial exercise by Secured Party of any right or remedy hereunder shall exhaust the same or shall preclude any other or further exercise thereof, and every such right or remedy hereunder may be exercised at any time. No waiver of any provision hereof or consent to any departure by Grantor therefrom shall be effective unless the same shall be in writing and signed by Secured Party and then such waiver or consent shall be effective only in the specific instances, for the purpose for which given and to the extent therein specified. No notice to or demand on Grantor in any case shall of itself entitle Grantor to any other or further notice or demand in similar or other circumstances.

(e) Transfer Restriction Waiver. To the extent not prohibited by Law, Grantor hereby agrees that any provision of any organizational documents of any issuer of Collateral, any designation of rights or similar agreement with respect to any Equity Interest of such issuer, any voting or similar equityholder agreement with respect to such issuer or any other organization or governance document with respect to such issuer, any agreement related to any debt issued by such issuer, or any Law that in any manner restricts, prohibits or provides conditions to (i) the grant of a Lien on any security, Equity Interest of or any interest in, or any debt issued by, such issuer, (ii) any transfer of any security, Equity Interest of or any interest in, or any debt issued by, such issuer, (iii) any change in management or control of such issuer, or (iv) any other exercise of any rights of Secured Party pursuant to this Agreement, any other Loan Document or Law shall not apply to (A) the grant of any Lien hereunder, (B) the execution, delivery and performance of this Agreement by Grantor, (C) the foreclosure or other realization upon any interest in any Collateral, (D) the admission of Secured Party or its assignee or any other holder of any Collateral as an equityholder of such issuer and the exercise of all rights of an equityholder of such issuer, or (E) the exercise of all rights of a holder of debt of such issuer. Furthermore, Grantor agrees that it shall not permit any amendment to or restatement of any organizational documents of any issuer of Collateral, any designation of rights or similar agreement with respect to any Equity Interest of such issuer, any voting or similar equityholder agreement with respect to such issuer, any other organization or governance document with respect to such issuer, or any agreement related to debt of such issuer, in any manner to adversely affect Secured Party’s ability to foreclose or otherwise realize on any Collateral or which conflicts with the provisions of this Section 12(e) without the prior written consent of Secured Party.

(f) Controlling Law; Venue. This Agreement is executed and delivered as an incident to a lending transaction negotiated and consummated in the state of Wyoming, and shall be governed by and construed in accordance with the Laws of the State of Wyoming, except to the extent that perfection and the effect of perfection or non‑perfection of the security interest granted hereunder, in respect of any particular Collateral, are governed by the Laws of a jurisdiction other than the State of Wyoming.

(g) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable under present or future Laws, such provision shall be fully severable, shall not impair or invalidate the remainder of this Agreement and the effect thereof shall be confined to the provision held to be illegal, invalid or unenforceable.

(h) No Obligation. Nothing contained herein shall be construed as an obligation on the part of Secured Party to extend or continue to extend credit to or for the benefit of Grantor.

(i) Notices. All notices, requests, demands and other communications that are required or may be given pursuant to the terms of this Agreement shall be in writing and shall be deemed delivered (i) on the date of delivery when delivered by hand on a business day during normal business hours or, if delivered on a day that is not a business day or after normal business hours, then on the next business day, (ii) on the date of transmission when sent by email during normal business hours on a business day with telephone confirmation of receipt or, if transmitted on a day that is not a business day or after normal business hours, then on the next business day, or (iii) on the second business day after the date of dispatch when sent by a reputable courier service that maintains records of receipt. The addresses for notice shall be

as set forth in the Subscription Agreement by and between the Grantor and the Secured Part of even date herewith.

(j) Binding Effect and Assignment. This Agreement (i) creates a continuing security interest in the Collateral, (ii) shall be binding on Grantor and the successors and assigns of Grantor, and (iii) shall inure to the benefit of Secured Party and its permitted successors and assigns. Without limiting the generality of the foregoing, Secured Party may pledge, assign or otherwise transfer the Indebtedness and its rights under this Agreement and any of the other Loan Documents to any other party. Grantor’s rights and obligations hereunder may not be assigned or otherwise transferred without the prior written consent of Secured Party.

(k) Termination. It is contemplated by the parties hereto that from time to time there may be no outstanding Indebtedness, but notwithstanding such occurrences, this Agreement shall remain valid and shall be in full force and effect as to subsequent outstanding Indebtedness. Upon (i) the indefeasible satisfaction in full of the Indebtedness, (ii) written request for the termination hereof delivered by Grantor to Secured Party, and (iii) after receipt of written request, written release delivered by Secured Party to Grantor, this Agreement and the security interests created hereby shall terminate. Upon termination of this Agreement and Grantor’s written request, Secured Party will promptly, at Grantor’s sole cost and expense, return to Grantor such of the Collateral as shall not have been sold or otherwise disposed of or applied pursuant to the terms hereof and execute and deliver to Grantor such documents as Grantor shall reasonably request to evidence such termination (including without limitation a UCC-3 or similar documents). Grantor agrees that to the extent that Secured Party receives any payment or benefit and such payment or benefit, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiver, or any other Person under any Creditor Rights Law, common law or equitable cause, then to the extent of such payment or benefit, the Indebtedness or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by Secured Party, to the extent that Secured Party did not directly receive a corresponding cash payment, shall be added to and be additional Indebtedness payable upon demand by Secured Party and secured hereby, and, if the Lien and security interest, any power of attorney, proxy or license hereof shall have been released, such Lien and security interest, power of attorney, proxy and license shall be reinstated with the same effect and priority as on the date of execution hereof all as if no release of such Lien or security interest, power of attorney, proxy or license had ever occurred. This Section 12(k) shall survive the termination of this Agreement, and any satisfaction and discharge of Grantor by virtue of any payment, court order, or Law.

(l) Cumulative Rights. All rights and remedies of Secured Party hereunder are cumulative of each other and of every other right or remedy which Secured Party may otherwise have at law or in equity or under any of the other Loan Documents, and the exercise of one or more of such rights or remedies shall not prejudice or impair the concurrent or subsequent exercise of any other rights or remedies. Further, except as specifically noted as a waiver herein, no provision of this Agreement is intended by the parties to this Agreement to waive any rights, benefits or protection afforded to Secured Party under the Code.

(m) Gender and Number. Within this Agreement, words of any gender shall be held and construed to include the other gender, and words in the singular number shall be held and construed to include the plural and words in the plural number shall be held and construed to include the singular, unless in each instance the context requires otherwise.

(n) Descriptive Headings. The headings in this Agreement are for convenience only and shall in no way enlarge, limit or define the scope or meaning of the various and several provisions hereof.

13. Financing Statement Filings. Grantor recognizes that financing statements pertaining to the Collateral have been or may be filed in one or more of the following jurisdictions: Grantor’s state of formation, the location of Grantor’s principal residence, the location of Grantor’s place of business, the location of Grantor’s chief executive office, or other such place as the Grantor may be “located” under the provisions of the Code; where Grantor maintains any Collateral, or has its records concerning any Collateral, as the case may be. Without limitation of any other covenant herein, Grantor shall neither cause or permit any change in the location of (a) any Collateral, (b) any records concerning any Collateral, or (c) Grantor’s principal residence, the location of Grantor’s place of business, or the location of Grantor’s chief executive office, as the case may be, to a jurisdiction other than as represented in Section 6(g), nor shall Grantor change its name or the Organizational Information as represented in Section 6(g), unless Grantor shall have notified Secured Party in writing of such change at least thirty (30) days prior to the effective date of such change and shall have first taken all action required by Secured Party for the purpose of further perfecting or protecting the security interest in favor of Secured Party in the Collateral. In any written notice furnished pursuant to this Section 13, Grantor shall expressly state that the notice is required by this Agreement and contains facts that may require additional filings of financing statements, amendments or other notices for the purpose of continuing perfection of Secured Party’s security interest in the Collateral.

Without limiting Secured Party’s rights hereunder, Grantor authorizes Secured Party to file continuation financing statements or amendments thereto under the provisions of the Code as amended from time to time.

14. Counterparts; Facsimile Documents and Signatures. This Agreement may be separately executed in any number of counterparts, each of which will be an original, but all of which, taken together, will be deemed to constitute one and the same instrument. For purposes of negotiating and finalizing this Agreement, if this document or any document executed in connection with it is transmitted by facsimile machine, electronic mail or other electronic transmission, it will be treated for all purposes as an original document. Additionally, the signature of any party on this document transmitted by way of a facsimile machine or electronic mail will be considered for all purposes as an original signature. Any such transmitted document will be considered to have the same binding legal effect as an original document. At the request of any party, any faxed or electronically transmitted document will be re-executed by each signatory party in an original form.

The Remainder of This Page Is Intentionally Left Blank.

EXECUTED as of the date first written above.

	GRANTOR:

	GENERAL ENTERPRISE VENTURES, INC.
	a Wyoming corporation

	By: /s/ Joshua Ralston
	Name: Joshua Ralston
	Title: President

Pledge Agreement – Signature Page

	SECURED PARTY:

	BoltRock Holdings, LLC

	By:	/s/ Craig A. Huff
		Name: Craig A. Huff
		Title: Managing Member

Pledge Agreement – Signature Page

SCHEDULE A
TO
PLEDGE AND SECURITY AGREEMENT
DATED FEBRUARY 28, 2025,
BY AND BETWEEN
BOLTROCK HOLDINGS, LLC
AND
GENERAL ENTERPRISE VENTURES, INC.

____________________________

[Intentionally Omitted]

SCHEDULE B
TO
PLEDGE AND SECURITY AGREEMENT
DATED FEBRUARY 28, 2025,
BY AND BETWEEN
BOLTROCK HOLDINGS, LLC
AND
GENERAL ENTERPRISE VENTURES, INC.

____________________________

[Intentionally Omitted]

SCHEDULE C
TO
PLEDGE AND SECURITY AGREEMENT
DATED FEBRUARY 28, 2025,
BY AND BETWEEN
BOLTROCK HOLDINGS, LLC
AND
GENERAL ENTERPRISE VENTURES, INC.

____________________________

[Intentionally Omitted]

SECURITIES PURCHASE AND STOCKHOLDERS AGREEMENT

THIS SECURITIES PURCHASE AND STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of March 17, 2025, by and between BoltRock Holdings, LLC, a Delaware limited liability company (“Buyer”), and TC Special Investments, LLC, an Ohio limited liability company (“Seller”). Each of Buyer and Seller shall be a “Party” and together, “Parties”, for purposes of this Agreement.

WHEREAS, Seller holds 950,000 shares of Series C Convertible Preferred Stock of General Enterprise Ventures, Inc., a Wyoming corporation (the “Company”), par value $0.0001 per share (the “Series C Shares”), and 10,000,000 shares of Series A Preferred Stock of the Company, par value $0.0001 per share (the “Series A Shares”);

WHEREAS, upon the terms and subject to the conditions of this Agreement, Seller desires to sell, and Buyer desires to purchase, 400,000 Series C Shares and 1,815,155 Series A Shares (such shares, collectively, the “Sale Shares”), for an aggregate amount of three million two hundred thousand dollars ($3,200,000) (the “Upfront Purchase Price”);

WHEREAS, Seller may become entitled to the Deferred Purchase Price (as defined below) based on the future stock price of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), upon the terms and subject to the conditions of this Agreement;

WHEREAS, it is the intention of the Parties that the purchase and sale contemplated by this Agreement be a private sale of securities that is exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”); and

WHEREAS, the Parties desire to make certain agreements with respect to their ownership interest in the Company, in each case, upon the terms and subject to the conditions of this Agreement.

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and intending to be legally bound, the Parties agree as follows:

1.	Purchase and Sale of Sale Shares.

1.1

Sale of Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined below), Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Sale Shares for the Upfront Purchase Price (as defined below).

1.2

Closing. The purchase and sale of the Sale Shares (the “Closing”) shall take place remotely via the electronic exchange of documents and signatures on the date hereof. The date on which the Closing takes place shall be the “Closing Date.” At the Closing: (a) Buyer shall pay to Seller the Upfront Purchase Price, which Upfront Purchase Price shall be paid by wire transfer of immediately available funds to the account of Seller set forth on Exhibit A hereto; and (b) Seller shall

deliver, or cause to be delivered, to Colonial Stock Transfer Company, Inc., the Company’s transfer agent, a duly executed instruction letter, along with any additional necessary documentation, to transfer the Sale Shares from Seller to Buyer, effective as of the date hereof.

1.3

Deferred Purchase Price. For a period of one (1) year following the Closing, in the event that (a) the Common Shares are listed on a Senior Exchange, (b) the VWAP per Common Share remains above one dollar fifty cents ($1.50) (subject to any adjustments, if applicable) for thirty (30) consecutive trading days on which the Common Shares are traded on such Senior Exchange (any such thirty (30) day period being the “Trading Period”) and (c) the Average Daily Volume of the Common Shares is at least five hundred thousand dollars ($500,000) for each day during the Trading Period, then Buyer shall pay to Seller an additional one million six hundred thousand dollars ($1,600,000) (such amounts, “Deferred Purchase Price”). Any payment of Deferred Purchase Price shall be made within ten (10) business days following the date on which such Deferred Purchase Price becomes due (if such payment becomes due) and shall be made to a bank account designated by Seller to Buyer, in writing, reasonably prior to the payment thereof. For purposes of this Agreement:

(i)

“VWAP” shall mean, as to the Common Shares, for or as of any date, the dollar volume-weighted average price for such security on the Senior Exchange during the period beginning at 9:30 a.m., New York time, and ending at 4:02 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average). All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

(ii)

“Senior Exchange” shall mean The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, CBOE, or the New York Stock Exchange.

(iii)

“Average Daily Volume” shall mean the daily trading volume of the Common Shares, as reported by Bloomberg.

2.	Representations and Warranties of Seller. Seller hereby represents and warrants that:

2.1

Ownership of Shares. Seller: (a) owns all right, title and interest (legal and beneficial) in and to all of the Sale Shares, free and clear of all liens, including, but not limited to, any lien, pledge, claim, security interest, encumbrance, mortgage, assessment, charge, restriction or limitation of any kind, whether arising by agreement, operation of law or otherwise, except for those imposed by applicable federal and state securities laws; (b) has good and marketable title to the Sale Shares; and (c) has the full power and authority to sell, transfer, convey, assign and deliver to Buyer the Sale Shares. Upon payment of the Upfront Purchase Price for the Sale Shares, Buyer shall acquire valid and unencumbered title to the Sale Shares.

2.2

Authorization; Approval; Enforceability. Seller has full power and authority to execute, deliver and to perform its obligations under this Agreement. This Agreement has been duly executed and delivered by Seller and constitutes the valid and legally binding obligation of Seller, enforceable in accordance with its terms, except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general application affecting enforcement of creditors’ rights generally; and (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

2.3

Consents. No consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or entity is required on the part of Seller or any of its respective affiliates (collectively, the “Seller Parties”) in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

2.4

No Conflicts. Neither the execution and delivery of this Agreement nor compliance with the terms and provisions hereof on the part of Seller will breach any statutes or regulations of any governmental authority, domestic or foreign, or will conflict with or result in a breach of Seller’s organizational documents, or any of the terms, conditions or provisions of any judgment, order, injunction, decree, agreement or instrument to which Seller is a party or by which Seller or its assets may be bound, or constitute a default thereunder or an event which with the giving of notice or passage of time or both would constitute a default thereunder, which, in each of the foregoing cases, would have any adverse impact on Seller’s ability to perform its obligations hereunder or any such agreement to which Seller is a party.

2.5

Litigation. There is no action, suit, proceeding or investigation pending or, to Seller’s knowledge, currently threatened, that questions the validity of this Agreement, or the right of Seller to enter into this Agreement, or to consummate the transactions contemplated hereby. The Sale Shares are not subject to any current or pending litigation or to Seller’s knowledge, threatened litigation.

2.6

Sophistication of Seller. Seller has independently and without reliance upon Buyer or any of its officers, directors or other affiliates, and based on such information and the advice of such advisors as Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. Seller acknowledges that neither Buyer nor any of its affiliates is acting as a fiduciary or financial or investment adviser to any of the Seller Parties, and has not given any Seller Party any investment advice, opinion or other information on whether the sale of the Sale Shares is prudent. Seller understands that Buyer will rely on the accuracy and truth of the foregoing representations, and Seller hereby consents to such reliance. The Seller Parties have sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to the transactions contemplated hereby.

2.7

Restrictions on Shares. There are no existing warrants, options, stock purchase agreements, redemption agreements, calls, rights to subscribe or any similar rights of any character relating to the Sale Shares.

2.8

No Other Representations or Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 2, NEITHER SELLER NOR ANY OTHER PERSON ON BEHALF OF SELLER MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER OR ANY OF ITS SUBSIDIARIES OR WITH RESPECT TO ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER.

3.	Representations and Warranties of Buyer. Buyer hereby represents and warrants that:

3.1

Authorization; Approval; Enforceability. Buyer has full power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by Buyer and constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms, except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general application affecting enforcement of creditors’ rights generally; and (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

3.2

No Consent. No material consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or entity is required on the part of Buyer in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby (other than consents obtained on or before the Closing).

3.3

No Conflicts. Neither the execution and delivery of this Agreement nor compliance with the terms and provisions hereof on the part of Company will breach any statutes or regulations of any governmental authority, domestic or foreign, or will conflict with or result in a breach of Buyer’s organizational documents or of any of the terms, conditions or provisions of any judgment, order, injunction, decree, agreement or instrument to which Buyer is a party or by which Buyer or its assets may be bound, or constitute a default thereunder or an event which with the giving of notice or passage of time or both would constitute a default thereunder, which, in each of the foregoing cases, would have any material adverse impact on Buyer’s ability to perform its obligations hereunder.

3.4

Litigation. There is no action, suit, proceeding or investigation pending or, to Buyer’s knowledge, currently threatened that questions the validity of this Agreement, or the right of Buyer to enter into this Agreement, or to consummate the transactions contemplated hereby.

3.5

Accredited Investor. Buyer is an “Accredited Investor” within the meaning of Rule 501(a) of Regulation D of the Securities Act.

3.6

No Other Representations or Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 3, NEITHER BUYER NOR ANY OTHER PERSON ON BEHALF OF BUYER MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO BUYER OR ANY OF ITS SUBSIDIARIES OR WITH RESPECT TO ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF BUYER.

4.	Governance. Buyer and Seller hereby agree as follows during the term of this Agreement:

4.1

Consent Rights. Seller shall, and shall cause its affiliates to, vote all securities it holds in the Company (including the Series A Shares, the Series C Shares and the Common Shares), whether owned now or hereafter acquired (collectively, the “Securities”) and shall take all such other action as is necessary to ensure that the Company does not to take, directly or indirectly, any of the actions listed on Exhibit B without the prior written consent of Buyer.

4.2

Board. Seller shall, and shall cause its affiliates to, vote all Securities and shall take all such other action as is necessary to ensure that the board of directors of the Company (the “Board”) shall, at all times, have one (1) director appointed by Buyer and one (1) director who shall be the Chief Executive Officer of the Company.

4.3

CEO Search. Seller shall, and shall cause its affiliates to, vote all Securities and shall take all such other action as is necessary to ensure that the Company consults with Buyer as to the identity and appointment of the new Chief Executive Officer of the Company (and any subsequent Chief Executive Officer of the Company). The Parties acknowledge and agree that a search is currently underway for a new Chief Executive Officer of the Company and such search shall be conducted by Buyer and the Company.

4.4

Series A Redemption. Within twelve (12) months of the date hereof, Seller shall, and shall cause its affiliates to, use commercially reasonable efforts (including the voting of Securities) to cause all Series A Shares to be redeemed such that no Series A Shares (or other supermajority voting or similar security) remains outstanding.

4.5

Termination. The obligations set forth in this Article 4 of this Agreement shall survive the Closing indefinitely and shall terminate and be of no further force or effect upon (and contemporaneously with) the earlier of (a) the mutual written agreement of Seller and Buyer (b) the date on which Buyer no longer holds any Securities.

5.	Miscellaneous.

5.1

Public Announcement. Except as may be required by applicable law, neither Party nor any of its affiliates shall make an public announcements or otherwise communicate with any news media with respect to this Agreement or the transactions contemplated hereby, without prior consultation with Buyer or Seller,

as applicable, as to the timing an contents of any such announcement or communications.

5.2

Indemnification. In addition to any other remedies under this Agreement, Seller shall indemnify and hold harmless Buyer and its affiliates from and against all losses, damages and expenses that they may incur on account of any material breach by Seller of this Agreement.

5.3

Liquidity Rights. If Seller or any of its affiliates is at any time party to a registration rights or other liquidity rights agreement or arrangement, Seller shall, and shall cause its affiliates to, only take such action thereunder to the extent Buyer is able to transact on terms no less favorable than Seller’s or such affiliate’s registration and liquidity rights.

5.4

Transfer Taxes. Seller shall be liable for all stamp or share transfer taxes imposed in connection with Purchase.

5.5

Successors and Assigns; Third Party Beneficiaries. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties. Neither this Agreement nor any of the rights or obligations of any party under this Agreement shall be assigned, in whole or in part by any Party without the prior written consent of the other Party; provided that Buyer shall be entitled to assign this Agreement to one or more of its affiliates without the prior written consent of Seller.

5.6

Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles of the State of Delaware or any substantive law that would result in the application of any laws other than the State of Delaware.

5.7

Submission to Jurisdiction. Each of the Parties hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the federal courts of the United States located in the District of Delaware or, if such courts do not have jurisdiction, the state courts of the State of Delaware (the “Delaware Courts”) in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, (b) waives any objection to the laying of venue of any such litigation in any of the Delaware Courts, (c) agrees not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than any of the Delaware Courts. All actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts.

5.8

Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal court located in the State of Delaware or any Delaware state court, in addition to any other remedy to which they are entitled at law or in equity. Each Party further agrees to waive any requirement for the securing or posting of any bond in connection with such remedy.

5.9

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronically executed (including via DocuSign) and/or transmitted signature pages shall be accepted as originals for all purposes hereof.

5.10

Amendment and Waivers. Any term of this Agreement may be amended or waived only with the written consent of the Company and Seller. Any waiver by any Party hereto of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a Party hereto to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

5.11

Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

5.12

Survival of Representations and Warranties. The representations, warranties and covenants made by Seller and Buyer shall survive the Closing.

5.13

Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings related to such subject matter.

5.14

Expenses. Seller shall pay all out-of-pocket costs and expenses incurred by Buyer in connection with the negotiation, execution, delivery and performance of this Agreement (including, for the avoidance of doubt, the Securities Purchase Agreements entered into by and between Buyer and each of Joshua Ralston and Steven Conboy, respectively, concurrently herewith) and the transactions thereby contemplated. Seller shall reimburse Buyer within five (5) business days following of Buyer making a written request for payment.

5.15

things necessary, proper or advisable to consummate or make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.

5.16

Interpretation. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” When used in this Agreement, “person” shall mean any natural person, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, foundation, other entity or unincorporated organization or government or other agency or political subdivision thereof. Any capitalized term used in this Agreement shall have the meaning ascribed to it within this Agreement. All section references in this Agreement are to sections of this Agreement unless otherwise specified.

5.17

Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given when delivered personally, sent via a nationally recognized overnight courier, or sent via email to the recipient (with confirmation of receipt). Such notices, demands and other communications will be sent to the address indicated below:

If to Buyer:

	BoltRock Holdings, LLC
	712 5th Avenue
	New York, NY 10019
	Attention:	[Intentionally Omitted]
	Email:	[Intentionally Omitted]

with a copy (which shall not constitute notice) to:

	Skadden, Arps, Slate, Meagher & Flom LLP
	One Manhattan West
	New York, New York 10001
	Email:	Dwight.Yoo@skadden.com
	Attention:	Dwight Yoo

If to Seller:

	TC Special Investments LLC
	[Intentionally Omitted]

with a copy (which shall not constitute notice) to:

	Law Office of Anthony F. Newton
	8810 Luray Court
	Rosenberg, Texas 77469
	Email:	tony.newton@newtonainlaw.com
	Attention:	Anthony F. Newton

or such other address or to the attention of such other person as the recipient Party shall have specified by prior written notice to the sending Party.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

BOLTROCK HOLDINGS, LLC


By:	/s/ Craig A. Huff
Name:		Craig A. Huff
Title:		Managing Member

[Signature Page to Securities Purchase and Stockholders Agreement]

	TC SPECIAL INVESTMENTS, LLC


	By:	/s/ Ted Ralston
	Name:
	Title:

[Signature Page to Securities Purchase and Stockholders Agreement]

EXHIBIT A – SELLER WIRE INSTRUCTIONS

[Intentionally omitted]

EXHIBIT B – CONSENT RIGHTS

Hire or fire any individual to a C-suite level executive position or any other senior management role.

Authorize, create, or issue any class or series of capital stock or any other securities that rank senior to the Series C Shares in respect of the right to receive dividends or distributions, or in the event of any liquidation, dissolution, or winding up of the Company.

Enter into any transaction, agreement or arrangement, or any amendment or termination of or waiver under any transaction, agreement or arrangement between or among the Company, Seller or any of their respective affiliates or any director, officer or employee thereof, as applicable.

Commit to or enter into any agreement, arrangement or understanding to effect any of the foregoing.

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of March 17, 2025, by and between BoltRock Holdings, LLC, a Delaware limited liability company (“Buyer”), and Steven Conboy (“Seller”). Each of Buyer and Seller shall be a “Party” and together, “Parties”, for purposes of this Agreement.

WHEREAS, Seller holds 800,000 shares of Series C Convertible Preferred Stock of General Enterprise Ventures, Inc., a Wyoming corporation (the “Company”), par value $0.0001 per share (the “Series C Shares”);

WHEREAS, upon the terms and subject to the conditions of this Agreement, Seller desires to sell, and Buyer desires to purchase, 250,000 Series C Shares (such shares, the “Sale Shares”), at a price of $8.00 per Series C Share, for an aggregate amount of two million dollars ($2,000,000) (the “Upfront Purchase Price”);

WHEREAS, the Parties desire to make certain agreements with respect to their ownership interest in the Company, in each case, upon the terms and subject to the conditions of this Agreement.

1.	Purchase and Sale of Sale Shares.

1.1

1.2

additional necessary documentation, to transfer the Sale Shares from Seller to Buyer, effective as of the date hereof.

1.3

Deferred Purchase Price. For a period of one (1) year following the Closing, in the event that (a) the Common Shares are listed on a Senior Exchange, (b) the VWAP per Common Share remains above one dollar fifty cents ($1.50) (subject to any adjustments, if applicable) for thirty (30) consecutive trading days on which the Common Shares are traded on such Senior Exchange (any such thirty (30) day period being the “Trading Period”) and (c) the Average Daily Volume of the Common Shares is at least five hundred thousand dollars ($500,000) for each day during the Trading Period, then Buyer shall pay to Seller an additional one million dollars ($1,000,000) (such amounts, “Deferred Purchase Price”). Any payment of Deferred Purchase Price shall be made within ten (10) business days following the date on which such Deferred Purchase Price becomes due (if such payment becomes due) and shall be made to a bank account designated by Seller to Buyer, in writing, reasonably prior to the payment thereof. For purposes of this Agreement:

(i)

(ii)

“Senior Exchange” shall mean The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, CBOE, or the New York Stock Exchange.

(iii)

“Average Daily Volume” shall mean the daily trading volume of the Common Shares, as reported by Bloomberg.

2.	Representations and Warranties of Seller. Seller hereby represents and warrants that:

2.1

2.2

Authorization; Approval; Enforceability. Seller has full power and authority to execute, deliver and to perform its obligations under this Agreement. This

Agreement has been duly executed and delivered by Seller and constitutes the valid and legally binding obligation of Seller, enforceable in accordance with its terms, except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general application affecting enforcement of creditors’ rights generally; and (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

2.3

2.4

No Conflicts. Neither the execution and delivery of this Agreement nor compliance with the terms and provisions hereof on the part of Seller will breach any statutes or regulations of any governmental authority, domestic or foreign, or any of the terms, conditions or provisions of any judgment, order, injunction, decree, agreement or instrument to which Seller is a party or by which Seller or its assets may be bound, or constitute a default thereunder or an event which with the giving of notice or passage of time or both would constitute a default thereunder, which, in each of the foregoing cases, would have any adverse impact on Seller’s ability to perform its obligations hereunder or any such agreement to which Seller is a party.

2.5

2.6

2.7

2.8

No Other Representations or Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 2, NEITHER SELLER NOR ANY OTHER PERSON ON BEHALF OF SELLER MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER OR WITH RESPECT TO ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER.

3.	Representations and Warranties of Buyer. Buyer hereby represents and warrants that:

3.1

3.2

3.3

3.4

3.5

Accredited Investor. Buyer is an “Accredited Investor” within the meaning of Rule 501(a) of Regulation D of the Securities Act.

3.6

WARRANTY WITH RESPECT TO BUYER OR ANY OF ITS SUBSIDIARIES OR WITH RESPECT TO ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF BUYER.

4.	Miscellaneous.

4.1

4.2

4.3

Transfer Taxes. Seller shall be liable for all stamp or share transfer taxes imposed in connection with Purchase.

4.4

4.5

4.6

in any court or other tribunal, other than any of the Delaware Courts. All actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts.

4.7

4.8

4.9

4.10

4.11

Survival of Representations and Warranties. The representations, warranties and covenants made by Seller and Buyer shall survive the Closing.

4.12

4.13

Further Assurances. Upon the terms and subject to the conditions of this Agreement, each of the Parties agrees to execute such additional documents, to use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate or make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.

4.14

Interpretation. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this

Agreement. Whenever the words “include,” includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” When used in this Agreement, “person” shall mean any natural person, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, foundation, other entity or unincorporated organization or government or other agency or political subdivision thereof. Any capitalized term used in this Agreement shall have the meaning ascribed to it within this Agreement. All section references in this Agreement are to sections of this Agreement unless otherwise specified.

4.15

If to Buyer:

	BoltRock Holdings, LLC
	712 5th Avenue
	New York, NY 10019
	Attention:	[Intentionally Omitted]
	Email:	[Intentionally Omitted]

with a copy (which shall not constitute notice) to:

	Skadden, Arps, Slate, Meagher & Flom LLP
	One Manhattan West
	New York, New York 10001
	Email:	Dwight.Yoo@skadden.com
	Attention:	Dwight Yoo

If to Seller:

	Steven Conboy
	[Intentionally Omitted]

with a copy (which shall not constitute notice) to:

	Law Office of Anthony F. Newton
	8810 Luray Court
	Rosenberg, Texas 77469
	Email:	tony.newton@newtonainlaw.com
	Attention:	Anthony F. Newton

or such other address or to the attention of such other person as the recipient Party shall have specified by prior written notice to the sending Party.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

BOLTROCK HOLDINGS, LLC


By:	/s/ Craig A. Huff
Name:		Craig A. Huff
Title:		Managing Member

[Signature Page to Securities Purchase Agreement]

	STEVEN CONBOY


	By:	/s/ Steven Conboy

[Signature Page to Securities Purchase Agreement]

EXHIBIT A – SELLER WIRE INSTRUCTIONS

[Intentionally omitted]

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of March 17, 2025, by and between BoltRock Holdings, LLC, a Delaware limited liability company (“Buyer”), and Joshua Ralston (“Seller”). Each of Buyer and Seller shall be a “Party” and together, “Parties”, for purposes of this Agreement.

WHEREAS, Seller holds 5,000,000 shares of common stock of General Enterprise Ventures, Inc., a Wyoming corporation (the “Company”), par value $0.0001 per share (the “Common Shares”);

WHEREAS, upon the terms and subject to the conditions of this Agreement, Seller desires to sell, and Buyer desires to purchase, 1,500,000 Common Shares (such shares, the “Sale Shares”), at a price of $0.40 per Common Share, for an aggregate amount of six hundred thousand dollars ($600,000) (the “Upfront Purchase Price”);

WHEREAS, Seller may become entitled to the Deferred Purchase Price (as defined below) based on the future stock price of the Common Shares, upon the terms and subject to the conditions of this Agreement;

WHEREAS, the Parties desire to make certain agreements with respect to their ownership interest in the Company, in each case, upon the terms and subject to the conditions of this Agreement.

1.	Purchase and Sale of Sale Shares.

1.1

1.2

additional necessary documentation, to transfer the Sale Shares from Seller to Buyer, effective as of the date hereof.

1.3

Deferred Purchase Price. For a period of one (1) year following the Closing, in the event that (a) the Common Shares are listed on a Senior Exchange, (b) the VWAP per Common Share remains above one dollar fifty cents ($1.50) (subject to any adjustments, if applicable) for thirty (30) consecutive trading days on which the Common Shares are traded on such Senior Exchange (any such thirty (30) day period being the “Trading Period”) and (c) the Average Daily Volume of the Common Shares is at least five hundred thousand dollars ($500,000) for each day during the Trading Period, then Buyer shall pay to Seller an additional three hundred thousand dollars ($300,000) (such amounts, “Deferred Purchase Price”). Any payment of Deferred Purchase Price shall be made within ten (10) business days following the date on which such Deferred Purchase Price becomes due (if such payment becomes due) and shall be made to a bank account designated by Seller to Buyer, in writing, reasonably prior to the payment thereof. For purposes of this Agreement:

(i)

(ii)

“Senior Exchange” shall mean The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, CBOE, or the New York Stock Exchange.

(iii)

“Average Daily Volume” shall mean the daily trading volume of the Common Shares, as reported by Bloomberg.

2.	Representations and Warranties of Seller. Seller hereby represents and warrants that:

2.1

2.2

2.3

2.4

No Conflicts. Neither the execution and delivery of this Agreement nor compliance with the terms and provisions hereof on the part of Seller will breach any statutes or regulations of any governmental authority, domestic or foreign, or any of the terms, conditions or provisions of any judgment, order, injunction, decree, agreement or instrument to which Seller is a party or by which Seller or its assets may be bound, or constitute a default thereunder or an event which with the giving of notice or passage of time or both would constitute a default thereunder, which, in each of the foregoing cases, would have any adverse impact on Seller’s ability to perform its obligations hereunder or any such agreement to which Seller is a party.

2.5

2.6

2.7

2.8

No Other Representations or Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 2, NEITHER SELLER NOR ANY OTHER PERSON ON BEHALF OF SELLER MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SELLER OR WITH RESPECT TO ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER.

3.	Representations and Warranties of Buyer. Buyer hereby represents and warrants that:

3.1

3.2

3.3

3.4

3.5

Accredited Investor. Buyer is an “Accredited Investor” within the meaning of Rule 501(a) of Regulation D of the Securities Act.

3.6

4.	Miscellaneous.

4.1

4.2

4.3

Transfer Taxes. Seller shall be liable for all stamp or share transfer taxes imposed in connection with Purchase.

4.4

4.5

4.6

and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (d) agrees that it will not bring any action in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the transactions contemplated hereby, in any court or other tribunal, other than any of the Delaware Courts. All actions arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined in the Delaware Courts.

4.7

4.8

4.9

4.10

4.11

Survival of Representations and Warranties. The representations, warranties and covenants made by Seller and Buyer shall survive the Closing.

4.12

4.13

things necessary, proper or advisable to consummate or make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.

4.14

4.15

If to Buyer:

	BoltRock Holdings, LLC
	712 5th Avenue
	New York, NY 10019
	Attention:	[Intentionally Omitted]
	Email:	[Intentionally Omitted]

with a copy (which shall not constitute notice) to:

	Skadden, Arps, Slate, Meagher & Flom LLP
	One Manhattan West
	New York, New York 10001
	Email:	Dwight.Yoo@skadden.com
	Attention:	Dwight Yoo

If to Seller:

	Joshua E Ralston
	[Intentionally Omitted]

with a copy (which shall not constitute notice) to:

	Law Office of Anthony F. Newton
	8810 Luray Court
	Rosenberg, Texas 77469
	Email:	tony.newton@newtonainlaw.com
	Attention:	Anthony F. Newton

or such other address or to the attention of such other person as the recipient Party shall have specified by prior written notice to the sending Party.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

BOLTROCK HOLDINGS, LLC


By:	/s/ Craig A. Huff
Name:		Craig A. Huff
Title:		Managing Member

[Signature Page to Securities Purchase Agreement]

	JOSHUA RALSTON


	By:	/s/ Joshua Ralston

[Signature Page to Securities Purchase Agreement]

EXHIBIT A – SELLER WIRE INSTRUCTIONS

[Intentionally omitted]

1	Name of reporting person BoltRock Holdings LLC
2	Check the appropriate box if a member of a Group (See Instructions) ☐ (a) ☐ (b)
3	SEC use only
4	Source of funds (See Instructions) WC, OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or place of organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:	7 Sole Voting Power: 22,500,000.00 8 Shared Voting Power: 0.00 9 Sole Dispositive Power: 22,500,000.00 10 Shared Dispositive Power: 0.00
11	Aggregate amount beneficially owned by each reporting person 22,500,000.00
12	Check if the aggregate amount in Row (11) excludes certain shares (See Instructions) ☐
13	Percent of class represented by amount in Row (11) 38.93 %
14	Type of Reporting Person (See Instructions) OO

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: General Enterprise Ventures, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1740H Del Range Blvd, Suite 166, Cheyenne, WYOMING , 82009.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed on behalf of BoltRock Holdings LLC (the "Reporting Person") with respect to the common stock, par value $0.0001 per share (the "Common Shares") of General Enterprise Ventures, Inc. (the "Issuer").
(b)	The principal business address and principal office address of the Reporting Person is 712 5th Avenue, 22nd Floor, New York, NY 10019.
(c)	The principal business of the Reporting Person is in the investment of securities.
(d)	Not applicable.
(e)	Not applicable.
(f)	Delaware
Item 3.	Source and Amount of Funds or Other Consideration
	The information in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 3. On February 28, 2025, the Reporting Person entered into the subscription agreement (the "Subscription Agreement") with the Issuer. In connection therewith, the Reporting Person entered into a 10% senior secured convertible promissory note (the "Convertible Note") with the Issuer in the principal amount of $2,200,000 (inclusive of the PIK interest (defined below)). Under the terms of the Convertible Note, the Reporting Person accrues interest at a rate of 10% per annum, payable in kind (the "PIK interest") by adding the accrued PIK interest to the outstanding principal amount of the Convertible Note, and the maturity date is 12 months following the date of issuance. At any time while the Convertible Note remains outstanding at the Reporting Person's election, or automatically upon certain occurrences relating to the stock price of the Issuer, amounts under the Convertible Note (including the PIK interest) may convert into Common Shares. The obligations of the Issuer to the Reporting Person under the Convertible Note are secured by a pledge and security agreement (the "Pledge Agreement"), pursuant to which the Issuer has granted the Reporting Person a continuing security interest in collateral of the Issuer. In addition, in connection with the execution of the Subscription Agreement, the Reporting Person also executed a common stock purchase warrant agreement (the "Warrant Agreement"), pursuant to which the Issuer issued a warrant (the "Warrant") to the Reporting Person. The Warrant Agreement entitles the Reporting Person to purchase from the Issuer up to 2,500,000 Common Shares, upon the terms and subject to the conditions of the Warrant Agreement. The Reporting Person has five years following the issue date to exercise such right. The above descriptions of the Subscription Agreement, Convertible Note, Warrant Agreement and Pledge Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as exhibits hereto and incorporated herein by reference. On March 17, 2025, the Reporting Person entered into the SPAs (as defined below) with TC Special Investments, LLC, Steven Conboy and Joshua Ralston, respectively, for an aggregate consideration of $5,800,000 or $0.40 per Common Share (with an additional $0.20 per Common Share payable upon certain conditions, as described below). The aggregate purchase price was funded with cash on hand held by the Reporting Person.
Item 4.	Purpose of Transaction
	On March 17, 2025, the Reporting Person entered into the securities purchase and stockholders agreement ("TCSI SPA") with TC Special Investments, LLC ("TCSI"), pursuant to which the Reporting Person agreed to purchase 400,000 shares of the Issuer's Series C Convertible Preferred Stock (the "Series C Shares") and 1,815,155 shares of the Issuer's Series A Preferred Stock for an aggregate purchase price of $3,200,000 ($0.40 per Common Share). TC Special Investments, LLC will be entitled to an additional $1,600,000 ($0.20 per Common Share) if, within one year of closing, the stock price of the Issuer remains above $1.50 for 30 consecutive trading days (subject to certain volume conditions). Series C Shares are convertible on a 1-for-20 basis into Common Shares at any time by the holder. Under the TCSI SPA, TCSI has also agreed to (i) cause the Issuer to take, or refrain from taking, certain actions without the consent of the Reporting Person and (ii) cause the board of directors of the Issuer to have one director appointed by the Reporting Person and one director who will be the Chief Executive Officer of the Company. On March 17, 2025, the Reporting Person entered into the securities purchase agreement (the "SC SPA") with Steven Conboy, pursuant to which the Reporting Person agreed to purchase 250,000 Series C Shares for an aggregate purchase price of $2,000,000 ($0.40 per Common Share). Steven Conboy will be entitled to an additional $1,000,000 ($0.20 per Common Share) if, within one year of closing, the stock price of the Issuer remains above $1.50 for 30 consecutive trading days (subject to certain volume conditions). On March 17, 2025, the Reporting Person entered into the securities purchase agreement (the "JR SPA" and, together with the TCSI SPA and SC SPA, the "SPAs") with Joshua Ralston, pursuant to which the Reporting Person agreed to purchase 1,500,000 Common Shares for an aggregate purchase price of $600,000 ($0.40 per Common Share). Joshua Ralston will be entitled to an additional $300,000 ($0.20 per Common Share) if, within one year of closing, the stock price of the Issuer remains above $1.50 for 30 consecutive trading days (subject to certain volume conditions). The above descriptions of the SPAs do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as exhibits hereto and incorporated herein by reference. The Reporting Person holds the securities of the Issuer for general investment purposes. The Reporting Person may, at any time and from time to time, acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. The Reporting Person may engage in discussions with the Issuer's senior management, the board of directors of the Issuer, shareholders and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore material changes to the business plan or capitalization of the Issuer. Any actions the Reporting Person might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Person's review of numerous factors, including, but not limited to, an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. The Reporting Person reserves the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional Common Shares or other securities of the Issuer, dispose of some or all of the Common Shares or other securities of the Issuer that it may own from time to time, or enter into transactions that increase or hedge its economic exposure to the Common Shares without affecting beneficial ownership of the Common Shares, in open market or private transactions, block sales or otherwise or pursuant to ordinary stock exchange transactions effected through one or more broker-dealers whether individually or utilizing specific pricing or other instructions.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person has beneficial ownership of 22,500,000 Common Shares, which consists of (i) 1,500,000 Common Shares, (ii) 13,000,000 Common Shares issuable upon the conversion of 650,000 Series C Shares, (iii) 5,500,000 Common Shares issuable upon the conversion of the Convertible Note, including Common Shares issuable upon the conversion of the PIK interest, and (iv) 2,500,000 Common Shares issuable upon the exercise of the Warrant. The Reporting Person's beneficial ownership assumes the full PIK interest expected to accrue beyond 60 days for purposes of this Schedule 13D. The percentage of beneficial ownership is approximately 38.93% of the outstanding Common Shares. The percentage was calculated based on (a) 36,802,150 Common Shares outstanding, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed by the Issuer with the Securities and Exchange Commission on November 18, 2024, (b) 13,000,000 Common Shares issuable upon the conversion of 650,000 Series C Shares held by the Reporting Person, (c) 5,500,000 Common Shares issuable upon the conversion of the Convertible Note, including Common Shares issuable upon the conversion of the PIK interest, held by the Reporting Person and (iv) 2,500,000 Common Shares issuable upon the exercise of the Warrant held by the Reporting Person. Note: In accordance with Exchange Act Rule 13d-3(c), ownership percentage assumes: (i) the conversion of Series C Shares held by the Reporting Person into Common Shares; (ii) exercise of the Warrant; (iii) conversion of the Convertible Note, including Common Shares issuable upon the conversion of the PIK interest; and (iv) that no other person has converted or exercised securities into the Common Shares. If all other persons had converted or exercised securities into the Common Shares, the Reporting Person's percentage ownership of the Common Shares would be approximately 18.15%.
(b)	The information set forth in rows 7 through 10 of the cover page to this Schedule 13D is incorporated by reference into this Item 5(b).
(c)	The information in Items 3 and 4 of this Schedule 13D is hereby incorporated by reference into this Item 5(c).
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information in Items 3 and 4 of this Schedule 13D is hereby incorporated by reference into this Item 6. Except as disclosed in Items 3 and 4 of this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) to which the Reporting Person is a party with respect to the securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	1. Subscription Agreement by and between the Reporting Person and the Issuer, dated February 28, 2025 2. 10% Senior Secured Convertible Promissory Note by and between the Reporting Person and the Issuer, dated February 28, 2025 3. Common Stock Purchase Warrant by and between the Reporting Person and the Issuer, dated February 28, 2025 4. Pledge and Security Agreement by and between the Reporting Person and the Issuer, dated February 28, 2025 5. Securities Purchase and Stockholders Agreement by and between the Reporting Person and TC Special Investments, LLC, dated March 17, 2025 6. Securities Purchase Agreement by and between the Reporting Person and Steven Conboy, dated March 17, 2025 7. Securities Purchase Agreement by and between the Reporting Person and Joshua Ralston, dated March 17, 2025

	Signature:	/s/ Craig A. Huff
	Name/Title:	Managing Member
	Date:	03/24/2025