12% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE MAY 27, 2018Convertible Security Agreement • June 1st, 2016 • Terra Tech Corp. • Engines & turbines • New York
THIS 12% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued convertible promissory notes of Terra Tech Corp., a Nevada corporation, (the "Company"), having its principal place of business at 4700 Von Karman Avenue, Suite 110, Newport Beach, California 92660, designated as its 12% Senior Secured Convertible Promissory Note due May 27, 2018 (this "Note", or the "Note" and collectively with the other Notes of such series, the "Notes").
SECURITY AGREEMENTSecurity Agreement • June 1st, 2016 • Terra Tech Corp. • Engines & turbines • New York
This SECURITY AGREEMENT, dated as of May 27, 2016 (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 12% Senior Secured Convertible Promissory Notes due 24 months following their issuance, in the aggregate principal amount of up to $3,250,000 (the "Notes") signatory hereto, their endorsees, transferees and assigns (collectively, the "Secured Parties").
SUBSIDIARY GUARANTEESubsidiary Guarantee • June 1st, 2016 • Terra Tech Corp. • Engines & turbines • New York
Subsidiary Guarantee, dated as of May 27, 2016 (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 "Secured Parties") to that certain Securities Purchase Agreement (the "Purchase Agreement"), dated as of the date hereof, among Terra Tech Corp., a Nevada corporation (the "Company") and the Secured Parties.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 1st, 2016 • Terra Tech Corp. • Engines & turbines • New York
THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is made as of May 27, 2016, by and among TERRA TECH CORP., a Nevada corporation (and together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively, the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and, collectively, the "Purchasers").
COMMON STOCK PURCHASE WARRANT TERRA TECH CORP.Security Agreement • June 1st, 2016 • Terra Tech Corp. • Engines & turbines • New York
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 Issuance Date (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 1,625,000 shares (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).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • June 1st, 2016 • Terra Tech Corp. • Engines & turbines • New York
This Intellectual Property SECURITY AGREEMENT (this "Agreement"), dated as of May 27, 2016, by Terra Tech Corp., a Nevada corporation (the "Grantor"), in favor of [ ] as collateral agent (the "Collateral Agent") for the secured parties referred to below.
