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

Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On December 16, 2016, Terra Tech Corp. (the Company) entered into
a Securities Purchase Agreement (the “Purchase Agreement”) with
an accredited investor (the “Purchaser”) to which the Company
sold to the Purchaser a 12% Senior Convertible Promissory Note
due June 16, 2018 (the “Note”) in the principal amount of
$5,000,000 for a purchase price of $5,000,000 (the Offering).
There were no fees orexpenses deducted from the net proceeds
received by the Company in the Offering. The Note and the shares
of the Companys 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.

to the Purchase Agreement, the Company agreed to sell the
Securities to an effective shelf registration statement on Form
S-3 (Registration No 333-210673), declared effective by the
Securities and Exchange Commission on August 12, 2016, and a
related prospectus supplement thereto.

12% Senior Convertible Promissory Note

The Note matures on June 16, 2018 (the Maturity Date), less any
amounts converted or redeemed prior to the Maturity Date. The
Note accrues interest at a rate of 12% 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 Companys
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) $0.27 or (ii) 85% of the lowest daily volume
weighted average price of the Common Stock in the fifteen (15)
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. 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 $0.70 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) days 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 foregoing description of the Purchase Agreement and the Note
is qualified in its entirety by reference to the full text of
such documents, copies ofwhich are filed as Exhibit 10.41 and
Exhibit 4.13, respectively, to this Current Report on Form 8-K
(this Report) and which are incorporated by reference herein in
their 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.

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.

TERRA TECH CORP. (OTCMKTS:TRTC) Recent Trading Information

TERRA TECH CORP. (OTCMKTS:TRTC) closed its last trading session up +0.017 at 0.285 with shares trading hands.