SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 10th, 2014 • Terra Tech Corp. • Engines & turbines • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 5, 2014, between Terra Tech Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
5% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE AUGUST 5, 2015Terra Tech Corp. • February 10th, 2014 • Engines & turbines • New York
THIS 5% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 5% Original Issue Discount Senior Secured Convertible Promissory Notes of Terra Tech Corp, a Nevada corporation, (the “Company”), having its principal place of business at 18101 Von Karmen, 3rd Floor, Irvine, CA 92612, designated as its 5% Original Issue Discount Senior Secured Convertible Promissory Note due August 5, 2015 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
COMMON STOCK PURCHASE WARRANT TERRA TECH CORP.Terra Tech Corp. • February 10th, 2014 • Engines & turbines
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Dominion Capital, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after February 5, 2014 (the “Initial Exercise Date”) and on or prior to the close of business on the four year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Terra Tech Corp., a Nevada corporation (the “Company”), up to 1,369,277 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENTSecurity Agreement • February 10th, 2014 • Terra Tech Corp. • Engines & turbines • New York
This SECURITY AGREEMENT, dated as of February 5, 2014 (this “Agreement”), is among Terra Tech Corp., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 5% Original Issue Discount Senior Secured Convertible Promissory Notes due 18 months following their issuance, in the original aggregate principal amount of $6,894,736.84 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • February 10th, 2014 • Terra Tech Corp. • Engines & turbines • New York
SUBSIDIARY GUARANTEE, dated as of February 5, 2014 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Terra Tech Corp., a Nevada corporation (the “Company”) and the Purchasers.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 10th, 2014 • Terra Tech Corp. • Engines & turbines
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 5, 2014, between Terra Tech Corp., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
