COMMON STOCK PURCHASE WARRANT TERRA TECH CORP.Common Stock Purchase Warrant • January 25th, 2021 • 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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (Pacific Time) on [_], 2026 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Terra Tech Corp., a Nevada corporation (the “Company”), up to [_] shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). 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).
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Convertible Security Agreement • January 25th, 2021 • Terra Tech Corp. • Engines & turbines • New York
THIS 3.0% SENIOR 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 2040 Main Street, Suite 225, Irvine, California 92614, designated as its 3.0% Senior Convertible Promissory Note due July [__], 2022 (this “Note”, or the “Note” and collectively with the other Notes of such series, the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 25th, 2021 • Terra Tech Corp. • Engines & turbines • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 22, 2021, between Terra Tech Corp., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, an “Initial Purchaser” and, including their respective successors and permitted assigns, a “Purchaser”).
LOCK-UP AGREEMENTLock-Up Agreement • January 25th, 2021 • Terra Tech Corp. • Engines & turbines • New York
The securities subject to the terms of this lock up agreement (the “Agreement”) shall comprise the convertible notes issued by Terra Tech Corp. (the “Company”) on January [__], 2021 (the “Notes”) and warrants issued by the Company on January [__], 2021 (the “Warrants”), in each case held by the undersigned enumerated on Schedule A. The Notes, the Warrants, the shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), issuable upon conversion of the Notes (“Conversion Shares”), and the shares of Common stock issuable upon exercise of the Warrants (the “Warrant Shares”) are hereinafter referred to as the “Securities”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2021 • Terra Tech Corp. • Engines & turbines • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January [__], 2021, by and between TERRA TECH CORP., a Nevada corporation, (the “Company”), and the investors listed on Schedule I attached hereto (each an “Investor” and collectively, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
RESIGNATION AND RELEASE AGREEMENTResignation and Release Agreement • January 25th, 2021 • Terra Tech Corp. • Engines & turbines • California
THIS RESIGNATION AND RELEASE AGREEMENT (this “Agreement”) is executed as of January 22, 2021 (the “Execution Date”), by and between Terra Tech Corp., a Nevada corporation (the “Company”), and Derek Peterson (the “Executive”). The Company and the Executive are sometimes referred to herein as the “Parties.”
AMENDMENT NO. 3 TOSenior Convertible Promissory Note • January 25th, 2021 • Terra Tech Corp. • Engines & turbines • New York
This Amendment No. 3 (this “Amendment”), dated as of January 25, 2021, to that certain 7.5% Senior Convertible Promissory Note, issued by Terra Tech Corp. (the “Borrower”) to ________ (the “Lender”) on June 11, 2019, as amended by Amendment No. 1 thereto, dated as of December 1, 2020, and as amended by Amendment No. 2 thereto, dated as of January 11, 2021 (the “Note”), pursuant to that certain Securities Purchase Agreement, by and between the Borrower and the Lender, dated as of March 12, 2018, is made and entered into by and between the Borrower and the Lender. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Note (including by reference to the Purchase Agreement).
SERIES A PREFERRED STOCK PURCHASE AGREEMENTSeries a Preferred Stock Purchase Agreement • January 25th, 2021 • Terra Tech Corp. • Engines & turbines • Nevada
THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Purchase Agreement”) is dated as of January 22, 2021 (the “Signature Date”), between Michael A. Nahass, an individual residing in the State of California (the “Seller”), and Terra Tech Corp., a Nevada corporation (the “Company”). The Seller and the Company are sometimes referred to herein as the “Parties.”
