Item 1.01 Entry into a Material Definitive Agreement.

On June 20, 2019, the board of directors (the “Board”) of Terra Tech Corp. (the “Compan y ”) acted by unanimous written consent to approve and adopt the Company’s Amended and Restated 2018 Equity Incentive Plan (the “2018 Plan”). In addition, the Board approved the forms of stock option agreement to be used by participants under the 2018 Plan.

The number of shares of the Company’s common stock which may be issued from time to time pursuant to the 2018 Plan shall be the sum of: 13,000,000 shares, plus (ii) any shares of common stock that are represented by awards granted under the Company’s 2016 Equity Incentive Plan that are forfeited, expire or are cancelled without delivery of shares of common stock or which result in the forfeiture of shares of common stock back to the Company on or after December 11, 2018, or the equivalent of such number of shares after the administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with the terms of the 2018 Plan; provided, however, that no more than 2,000,000 shares shall be added to the 2018 Plan pursuant to subsection (ii). If the Company’s capital structure changes because of a reorganization, recapitalization, reclassification, stock dividend, stock split or similar event, the number of shares that can be issued under the 2018 Plan will be appropriately adjusted. The 2018 Plan permits the award of stock options (both incentive and non-qualified options), shares of common stock, and other equity or equity-based awards.

On June 20, 2019, the Company issued non-qualified stock options to Executive Officers and Directors as follows: Derek Peterson, 1,000,000; Michael Nahass, 1,000,000; Alan Gladstone, 700,000; and Steven Ross, 500,000. The options have an exercise price of $0.585, expire ten years from the date of grant, and vest in twelve equal installments, with the first installment vesting on July 1, 2019 and the remaining installments vesting quarterly thereafter.