Item 1.01 Entry into a Material Definitive Agreement.

Asset Purchase Agreement

On March 30, 2020, Edible Garden Corp. (“Edible Garden”), a wholly-owned subsidiary of Terra Tech Corp. (the “Company”), entered into and closed an Asset Purchase Agreement (the “Purchase Agreement”) with Edible Garden Incorporated (the “Purchaser”), pursuant to which Edible Garden sold and the Purchaser purchased substantially all of the assets of Edible Garden (the “Business”). The aggregate consideration paid for the Business was a five-year $3,000,000 secured promissory note bearing interest at 3.5% per annum. Michael James, the Company’s former Chief Financial Officer, is a principal of the Purchaser. There is no material relationship between the Company or its affiliates and the Purchaser other than as set forth in the previous sentence. The Purchase Agreement contains customary conditions, representations, warranties, indemnities and covenants by, among, and for the benefit of the parties.

Executive Employment Agreement

On March 30, 2020, the company entered into an Executive Employment Agreement (the “Employment Agreement”) with Megan Jimenez, formerly the Company’s Controller, appointing Ms. Jimenez as the Company’s Chief Financial Officer. The Employment Agreement, is for a term of one year. Ms. Jimenez’s base salary shall be Two Hundred Fifty Thousand Dollars ($250,000) and she shall also be eligible for a performance bonus of up to 100% of her base salary (“Target Performance Bonus”). The Target Performance Bonus shall be based on performance and achievement of Company goals and objectives as defined by the Board of Directors or Compensation Committee and may be greater or less than the Target Performance Bonus. In the event of a Qualified Termination, Ms. Jimenez shall be eligible for the following Severance Benefits: the greater of (i) the remaining compensation during the initial term of the Employment Agreement or (ii) one (1) times Ms. Jimenez’s then current annual base salary, paid in equal installments over a two (2) month period beginning with the first normal payroll period after the effective date of the Qualified Termination, less any taxes and withholding as may be necessary pursuant to law. Ms. Jimenez is eligible to participate in the Company’s 2018 Equity Incentive Plan, as amended.

The foregoing description of the Purchase Agreement and the Employment Agreement are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and which are incorporated by reference herein in their entirety.