0001477932-15-001458 Sample Contracts

FORM OF COMMON STOCK PURCHASE WARRANT TERRA TECH CORP.
Security Agreement • March 2nd, 2015 • Terra Tech Corp. • Engines & turbines

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [___________] 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 [_________] (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 [_________] 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).

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FORM OF SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 2nd, 2015 • Terra Tech Corp. • Engines & turbines • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 27, 2015, 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”).

FORM OF 12% CONVERTIBLE PROMISSORY NOTE DUE [______________]
Convertible Security Agreement • March 2nd, 2015 • Terra Tech Corp. • Engines & turbines • New York

THIS 12% CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 12% Convertible Promissory Notes of Terra Tech Corp, a Nevada corporation, (the “Company”), having its principal place of business at 4700 Von Karman, Suite 100, Newport Beach, CA 92660, designated as its 12% Convertible Promissory Note due [__________________] (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).

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