TERRA TECH CORP. (OTCMKTS:TRTC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

7.5% Senior Convertible Promissory Note

On December 3, 2018, Terra Tech Corp. (the “Company”) issued a 7.5% Senior Convertible Promissory Note due June 3, 2020 (the “Note”) in the principal amount of $7,000,000 to an accredited investor (the “Purchaser”) for a purchase price of $7,000,000 (the “Offering”) to a Securities Purchase Agreement with the Purchaser, dated as of March 12, 2018 (the “Purchase Agreement”). 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 Note is the fifth of eight tranches of 7.5% Senior Convertible Promissory Notes to be issued by the Company to the Purchaser to the Purchase Agreement.

to the Purchase Agreement, the Company agreed to sell the Securities to an effective shelf registration statement on Form S-3 (Registration No 333-227219), declared effective by the Securities and Exchange Commission on October 11, 2018, and a related prospectus supplement thereto.

The Note matures on June 3, 2020 (the “Maturity Date”), less any amounts converted or redeemed prior to the Maturity Date. The Note accrues interest at a rate of 7.5% per annum, payable on the Maturity Date or upon any conversion, prepayment, event of default or other acceleration of payment under the Note. All interest payments under the Note are payable, at the Company’s option, in cash or shares of Common Stock.

All principal and interest due and owing under the Note is convertible into shares of Common Stock at any time at the election of the holder at a conversion price per share equal to the lower of (i) $4.50 or (ii) 87% of the average of the two (2) lowest daily volume weighted average prices of the Common Stock in the thirteen (13) trading days prior to the conversion date (the “Conversion Price”), which Conversion Price is subject to adjustment for (i) stock splits, stock dividends, combinations, or similar events and (ii) full ratchet anti-dilution protection. The Purchaser will have participation rights in subsequent rights offerings and pro rata distributions. Upon certain events of default, the conversion price of the Note will automatically become 70% of the average of the three (3) lowest volume weighted average prices of the Common Stock in the twenty (20) consecutive trading days prior to the conversion date for so long as such event of default remains in effect.

In addition, at any time that (i) the daily volume weighted average price of the Common Stock for the prior ten (10) consecutive trading days is $10.50 or more and (ii) the average daily trading value of the Common Stock is greater than $2,500,000 for the prior ten (10) consecutive trading days, then the Company may demand, upon one (1) day’s notice, that the holder convert the Note at the Conversion Price.

The Company may prepay in cash any portion of the outstanding principal amount of the Note and any accrued and unpaid interest by, upon ten (10) days’ written notice to the holder, paying an amount equal to (i) 110% of the sum of the then-outstanding principal amount of the Note plus accrued but unpaid interest, if the prepayment date is within 90 days of the issuance date of the Note; (ii) 115% of the sum of the then-outstanding principal amount of the Note plus accrued but unpaid interest, if the prepayment date is between 91 days and 180 days of the issuance date of the Note; or (iii) 125% of the sum of the then-outstanding principal amount of the Note plus accrued but unpaid interest, if the prepayment date is after 180 days of the issuance date of the Note.

The Purchaser does not have the right to convert the Note to the extent that such conversion would result in such Purchaser being the beneficial owner in excess of 4.99% (or, upon election of such Purchaser, 9.99%), which beneficial ownership limitation may be increased or decreased up to 9.99% upon notice to the Company, provided that any increase in such limitation will not be effective until 61 days following notice to the Company.

The foregoing description of the Note is qualified in its entirety by reference to the full text of such document, a copy of which is filed as Exhibit 4.54 to this Current Report on Form 8-K (this “Report”) and which is incorporated by reference herein in its entirety.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information disclosed under Item 1.01 of this Report is incorporated by reference into this Item 2.03 in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Terra Tech Corp. Exhibit
EX-4.54 2 trtc_ex454.htm CONVERTIBLE PROMISSORY NOTE trtc_ex454.htmEXHIBIT 4.54   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 SECURITIES ACT OF 1933,…
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About TERRA TECH CORP. (OTCMKTS:TRTC)

Terra Tech Corp. is a cannabis-focused agriculture company. The Company operates through two segments: Hydroponic Produce and Cannabis Products. The Company, through its subsidiary, GrowOp Technology Ltd., is engaged in the design, marketing and sale of hydroponic equipment. It is also a retail seller of locally grown hydroponic produce, herbs, and floral products through its subsidiary, Edible Garden Corp. (Edible Garden). It intends to operate medical marijuana cultivation, production and dispensary facilities in Nevada through its subsidiaries, MediFarm, LLC (MediFarm), MediFarm I, LLC (MediFarm I) and MediFarm II, LLC (MediFarm II). Through its subsidiary, IVXX, Inc. (IVXX), it produces and sells a line of cannabis flowers and cigarettes, among others. The hydroponic produce segment consists of Edible Garden’s business and operations. Its cannabis products segment consists of IVXX’s business, as well as the proposed business operations of MediFarm, MediFarm I and MediFarm II.