FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 29th, 2016 • Terra Tech Corp. • Engines & turbines • New York
This Securities Purchase Agreement (this "Agreement") is dated as of November 25, 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 29th, 2016 • 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 18101 Von Karman, 3rd Floor, Irvine, CA 92612, designated as its 12% Convertible Promissory Note due [__________________] (this Note, the "Note" and, collectively with the other Notes of such series, the "Notes").
AGREEMENT OF MERGERMerger Agreement • March 29th, 2016 • Terra Tech Corp. • Engines & turbines • California
THIS AGREEMENT OF MERGER, dated as of March 31, 2016 (the "Merger Agreement"), is made and entered into by Generic Merger Sub, Inc., a California corporation ("Merger Sub") and Black Oak Gallery, a California corporation (the "Company" or "Surviving Corporation") (the Company and Merger Sub being hereinafter collectively referred to as the "Constituent Corporations").
LEASE By and Between WHITETOWN REALTY, LLC, Landlord and EDIBLE GARDEN CORP., Tenant Dated: JANUARY 1, 2015 LEASELease • March 29th, 2016 • Terra Tech Corp. • Engines & turbines • New Jersey
THIS LEASE (this "Lease") is made as of January 1, 2015, by and between WHITETOWN REALTY, LLC, a New Jersey limited liability companyhaving offices at 30 Hillview Road, Lincoln Park, New Jersey 07035 ("Landlord"), and EDIBLE GARDEN CORP., a New Jersey corporation, having offices at 283 Route 519, Belvidere, New Jersey 07823 ("Tenant").
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 29th, 2016 • Terra Tech Corp. • Engines & turbines
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER ("First Amendment") is made and entered into on this 29th day of February, 2016, by and among Terra Tech Corp., a Nevada corporation ("Terra Tech"), Generic Merger Sub, Inc., a California corporation and a wholly-owned subsidiary of Terra Tech (the "Merger Sub"), Black Oak Gallery, a California corporation doing business as "Blum" (the "Company"), and, with respect to Article 7 and Article II of the Merger Agreement (as defined below) only, Salwa Ibrahim as representative of the Company Shareholders (the "Shareholder Representative").
ESCROW AGREEMENTEscrow Agreement • March 29th, 2016 • Terra Tech Corp. • Engines & turbines • California
This Escrow Agreement (this "Escrow Agreement") is made as of March 31, 2016, by and among West Coast Stock Transfer Inc., a California corporation(the "Escrow Agent"), Terra Tech Corp., a Nevada corporation ("Terra Tech"), Black Oak Gallery, a California corporation (the "Company") and Salwa Ibrahim (the "Shareholder Representative") on behalf of the Company Shareholders (as of the Effective Time of the Merger). Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGERMerger Agreement • March 29th, 2016 • Terra Tech Corp. • Engines & turbines • California
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of December 23, 2015 (the "Signing Date"), is entered into by and among Terra Tech Corp., a Nevada corporation ("Terra Tech"), Generic Merger Sub, Inc., a California corporation and a wholly-owned subsidiary of Terra Tech (the "Merger Sub"), Black Oak Gallery, a California corporation doing business as "Blum" (the "Company"), and, with respect to Article 7 and Article 11 only, Salwa Ibrahim as representative of the Company Shareholders (the "Shareholder Representative").
GUARANTYGuaranty • March 29th, 2016 • Terra Tech Corp. • Engines & turbines • New Jersey
This GUARANTY (this "Guaranty") is executed as of January 1, 2015 by TERRA TECH CORP., a Nevada corporation, with an address 4700 Von Karman, Suite 110, Newport Beach, California 92660 at ("Guarantor"), for the benefit of, Whitetown Realty, LLC ("Landlord").
