Terra Tech Corp (OTCMKTS:TRTC) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Purchaser”) pursuant to which the Company sold to the Purchaser a 12% Senior Convertible Promissory Note due March 31, 2018 (the “Note”) in the principal amount of $3,377,500 for a purchase price of $3,377,500 (the “Offering”). The Company received $3,367,500 in net proceeds from the Offering after deducting fees and expenses. The Note and the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) issuable upon conversion of the Note (the “Conversion Shares”) are collectively referred to herein as the “Securities.”

The Purchase Agreement contains customary representations, warranties, and covenants by, among, and for the benefit of the parties.

Pursuant to the Purchase Agreement, the Company agreed to register the Conversion Shares for issuance to the Purchaser. On October 4, 2016, the Company registered the Conversion Shares pursuant to a prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-210673), declared effective by the SEC on August 12, 2016.