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

Item 1.01 Entry into a Material Definitive Agreement.

Investment Agreement

On November 28, 2016, Terra Tech Corp. (the Company) entered into
an Investment Agreement (the “Investment Agreement”) with an
accredited investor (the “Purchaser”) to which, upon the terms
and subject to the conditions set forth therein, the Investor is
committed to purchase up to $20,000,000 of shares of the Companys
common stock, par value $0.001 per share (the Common Stock) over
the 30-month term of the Investment Agreement. From time to time
over the term of the Investment Agreement, at the Companys sole
discretion, the Company may present the Purchaser with a put
notice to purchase Common Stock. The maximum amount of any put
shall be equal to the lesser of (i) $1,500,000 and (ii) 200% of
the average of the daily trading volume of the Common Stock in
the ten (10) trading days prior to the delivery of a put notice.
The Company may not deliver more than one put notice during any
five (5) trading day period. The purchase price of the Common
Stock shall be 95% of the average of the three (3) lowest daily
volume weighted average prices of the Common Stock in the five
(5) trading days prior to the delivery of a put notice (the
Purchase Price). In the event the average of the three (3) lowest
daily volume weighted average prices of the Common Stock in the
five (5) trading days following the delivery of a put notice is
less than the Purchase Price, the Company shall deliver to the
Purchaser additional shares of Common Stock such that the
effective price per share of Common Stock paid by the Purchaser
is equal to the Purchase Price. Upon execution of the Investment
Agreement, the Company issued the Purchaser 200,000 shares of
Common Stock as a commitment fee (the Commitment Shares). In
addition, the Company agreed to pay up to $15,000 of the
Purchasers attorneys fees and expenses incurred in connection
with the preparation, negotiation, execution and delivery of the
Investment Agreement. The Investment Agreement also contains
customary representations, warranties, and covenants by, among,
and for the benefit of the parties.

to the Investment Agreement, the Company agreed to sell the
Common Stock, including the Commitment Shares, 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.

The foregoing description of the Investment Agreement is
qualified in its entirety by reference to the full text of such
document, a copy of which is filed as Exhibit 10.39 to this
Current Report on Form 8-K and which is incorporated by reference
herein 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 00.000 at 0.347 with shares trading hands.