Lock-Up AgreementLock-Up Agreement • March 3rd, 2021 • Terra Tech Corp. • Engines & turbines • Nevada
The undersigned (the “Stockholder”) understands that: (i) Terra Tech Corp., a Nevada corporation (“Parent”), intends to enter into, or has entered into, an Agreement and Plan of Merger (the “Merger Agreement”) with UMBRLA, Inc., a Nevada corporation (the “Company”), Phoenix Merger Sub Corp., a Nevada corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Dallas Imbimbo, pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) and the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation; and (ii) in connection with the Merger, stockholders of the Company will receive shares of Parent Common Stock. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER among: TERRA TECH CORP. a Nevada corporation; PHOENIX MERGER SUB CORP., a Nevada corporation; UMBRLA, INC., a Nevada corporation; and DALLAS IMBIMBO, as Stockholder Representative. Dated as of March 2, 2021Agreement and Plan of Merger • March 3rd, 2021 • Terra Tech Corp. • Engines & turbines • Nevada
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 2, 2021, by and among Terra Tech Corp., a Nevada corporation (“Parent”), Phoenix Merger Sub Corp., a Nevada corporation and wholly owned subsidiary of Parent (“Merger Sub”), UMBRLA, Inc., a Nevada corporation (the “Company”), and Dallas Imbimbo, an individual (“Stockholder Representative”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
