Equity Financing Facility

On October 23, 2018, the Company issued 262,956 shares of common stock for $500,000 cash in settlement of a put notice dated October 12, 2018 pursuant to the Investor Agreement dated November 28, 2016 with an accredited investor.

On September 7, 2018, Company filed a shelf registration statement on Form S-3 with the United States Securities and Exchange Commission (“SEC”). The shelf registration was declared effective by the SEC, on October 11, 2018. The registration statement will allow the Company to issue, from time to time at prices and on terms to be determined at or prior to the time of the offering, shares of our common stock, par value $0.001 per share (our “Common Stock”), shares of our preferred stock, par value $0.001 per share (our “Preferred Stock”), debt securities, warrants, rights, or purchase contracts, either individually or in units, with a total value of up to $100,000,000.

Debt and Interest Converted into Equity

Subsequent to September 30, 2018, senior convertible promissory notes and accrued interest issued under the 2018 Master Securities Purchase Agreement, in the amount of $1,500,000 and $33,3334, respectively, were converted into 998,244 shares of common stock.

Other

On August 31, 2018, the Company entered into a Standard Purchase Agreement (the “Purchase Agreement”) with North Fourth LLC pursuant to which the Company agreed to purchase the real property located at 121 North Fourth Street, Las Vegas, NV 89101 (the “Property”) for a purchase price of $2,700,000. On October 2, 2018, the Company assigned all of its right, title and interest to the Purchase Agreement to its wholly-owned subsidiary, 121 North Fourth Street, LLC (“121 North Fourth Street”) pursuant to an Assignment (the “Assignment”). On October 5, 2018 (the “Closing Date”), the Company paid $1,100,000 in cash towards the purchase price and 121 North Fourth Street entered into a $1,600,000 promissory note for the remaining purchase price of the building with a third-party creditor. The promissory note is collateralized by the building purchased and the Company as the guarantor. The interest rate for the first year is 12.0% and increases 0.5% per year through 2021. Payments of interest only are due monthly. The full principle balance and accrued interest are due at maturity on November 1, 2021.

On October 22, 2018, MediFarm LLC, a wholly-owned subsidiary of Terra Tech Corp. (the “Company”), completed the disposition (the “Disposition”), previously announced on July 12, 2018, of substantially all of the assets of the Company related to the Company’s dispensary located at 1921 Western Ave., Las Vegas, NV 89102 (the “Business”) to Exhale Brands Nevada III, LLC (the “Purchaser”) for aggregate consideration of $6,250,000 in cash plus the value of any inventory of the Business on the closing date. See “Note 4 - Assets Held for Sale” for additional disclosure.