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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/29/16 Terra Tech Corp. 10-K 12/31/15 86:5.3M Discount Edgar/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 938K
2: EX-2.5 Agreement and Plan of Merger HTML 287K
3: EX-2.6 First Amendment to Agreement and Plan of Merger HTML 31K
4: EX-2.7 Agreement of Merger HTML 46K
5: EX-3.6 Restated Articles of Incorporation of Black Oak HTML 22K
Gallery
6: EX-4.2 Amended and Restated Certificate of Designation HTML 61K
7: EX-4.6 Certificate of Designation HTML 40K
8: EX-4.7 Certificate of Designation HTML 62K
9: EX-4.8 Promissory Note HTML 137K
10: EX-10.22 Form of Securities Purchase Agreement HTML 214K
11: EX-10.23 2016 Equity Incentive Plan HTML 182K
12: EX-10.24 Escrow Agreement HTML 55K
13: EX-10.25 Lease Dated January 1, 2015 HTML 160K
14: EX-10.26 Guaranty HTML 57K
15: EX-21.1 List of Subsidiaries HTML 21K
16: EX-31.1 Certification -- §302 - SOA'02 HTML 29K
17: EX-31.2 Certification -- §302 - SOA'02 HTML 29K
18: EX-32.1 Certification -- §906 - SOA'02 HTML 24K
19: EX-32.2 Certification -- §906 - SOA'02 HTML 24K
26: R1 Document and Entity Information HTML 50K
27: R2 Consolidated Balance Sheets HTML 102K
28: R3 Consolidated Balance Sheets (Parenthetical) HTML 48K
29: R4 Consolidated Statements of Operations HTML 74K
30: R5 Consolidated Statement of Stockholders' Equity HTML 93K
(Deficit)
31: R6 Consolidated Statements of Cash Flows HTML 121K
32: R7 Summary of Significant Accounting Policies HTML 63K
33: R8 Going Concern HTML 28K
34: R9 Concentrations of Business and Credit Risk HTML 25K
35: R10 Share Exchange HTML 27K
36: R11 Inventory HTML 31K
37: R12 Property, Equipment and Leasehold Improvements HTML 33K
38: R13 Accounts Payable and Accrued Expenses HTML 29K
39: R14 Note Payable HTML 70K
40: R15 Fair Value Measurements HTML 54K
41: R16 Tax Expense HTML 74K
42: R17 Capital Stock HTML 33K
43: R18 Warrants HTML 51K
44: R19 Operating Lease Commitments HTML 31K
45: R20 Litigation and Claims HTML 25K
46: R21 Segment Information HTML 112K
47: R22 Related Party Transactions HTML 27K
48: R23 Subsequent Events HTML 50K
49: R24 Summary of Significant Accounting Policies HTML 96K
(Policies)
50: R25 Share Exchange (Tables) HTML 26K
51: R26 Inventory (Tables) HTML 29K
52: R27 Property, Equipment and Leasehold Improvements HTML 32K
(Tables)
53: R28 Accounts Payable and Accrued Expenses (Tables) HTML 29K
54: R29 Note Payable (Tables) HTML 49K
55: R30 Fair Value Measurements (Tables) HTML 53K
56: R31 Tax Expense (Tables) HTML 57K
57: R32 Warrants (Tables) HTML 54K
58: R33 Operating Lease Commitments (Tables) HTML 29K
59: R34 Segment Information (Tables) HTML 72K
60: R35 Summary of Significant Accounting Policies HTML 28K
(Details Narrative)
61: R36 Going Concern (Details Narrative) HTML 25K
62: R37 Share Exchange (Details) HTML 27K
63: R38 Share Exchange (Details Narrative) HTML 27K
64: R39 Inventory (Details) HTML 31K
65: R40 Property, Equipment and Leasehold Improvements HTML 40K
(Details)
66: R41 Property, Equipment and Leasehold Improvements HTML 25K
(Details Narrative)
67: R42 Accounts Payable and Accrued Expenses (Details) HTML 35K
68: R43 Note Payable (Details) HTML 52K
69: R44 Note Payable (Details Narrative) HTML 30K
70: R45 Fair Value Measurements (Details) HTML 35K
71: R46 Fair Value Measurements (Details 1) HTML 31K
72: R47 Tax Expense (Details) HTML 46K
73: R48 Tax Expense (Details 1) HTML 43K
74: R49 Tax Expense (Details 2) HTML 48K
75: R50 Tax Expense (Details Nattative) HTML 26K
76: R51 Capital Stock (Details Narrative) HTML 43K
77: R52 Warrants (Details) HTML 44K
78: R53 Warrants (Details 1) HTML 26K
79: R54 Warrants (Details 2) HTML 59K
80: R55 Operating Lease Commitments (Details) HTML 41K
81: R56 Operating Lease Commitments (Details Narrative) HTML 24K
82: R57 Segment Information (Details) HTML 78K
83: R58 Related Party Transactions (Details Narrative) HTML 26K
85: XML IDEA XML File -- Filing Summary XML 129K
84: EXCEL IDEA Workbook of Financial Reports XLSX 72K
20: EX-101.INS XBRL Instance -- trtc-20151231 XML 1.13M
22: EX-101.CAL XBRL Calculations -- trtc-20151231_cal XML 146K
23: EX-101.DEF XBRL Definitions -- trtc-20151231_def XML 255K
24: EX-101.LAB XBRL Labels -- trtc-20151231_lab XML 765K
25: EX-101.PRE XBRL Presentations -- trtc-20151231_pre XML 507K
21: EX-101.SCH XBRL Schema -- trtc-20151231 XSD 175K
86: ZIP XBRL Zipped Folder -- 0001477932-16-009227-xbrl Zip 103K
EXHIBIT 4.6
CERTIFICATE OF DESIGNATION
OF
SERIES Q PREFERRED STOCK
OF
TERRA TECH CORP.
Terra Tech Corp. (the "Corporation"), a Nevada corporation, does hereby certify that, pursuant to the authority contained in its Articles of Incorporation, as amended, and in accordance with the provisions of Section 78.1955 of the Nevada Revised Statutes, its Board of Directors has adopted the following resolution creating the following series of the Corporation's Preferred Stock and determined the voting powers, designations, powers, preferences and relative, participating, optional, or other special rights, and the qualifications, limitations, and restrictions thereof, of such series:
RESOLVED, that, pursuant to the authority conferred upon the Board of Directors by the Articles of Incorporation of the Corporation, as amended (the "Articles of Incorporation"), there is hereby created the following series of Preferred Stock:
21,600 shares shall be designated Series Q Preferred Stock, par value $0.001 per share (the "Series Q Preferred Stock").
The designations, powers, preferences, and rights, and the qualifications, limitations, and restrictions of the Series Q Preferred Stock in addition to those set forth in the Articles of Incorporation shall be as follows:
Section 1. Designation and Amount. The series of Preferred Stock shall be comprised of 21,600 shares and shall be designated "Series Q Convertible Preferred Stock." As used herein, the term "Series Q Preferred Stock" shall refer to shares of the Corporation's Series Q Convertible Preferred Stock, and the term "Common Stock" shall refer to the Corporation's Common Stock. The Corporation shall from time to time in accordance with the laws of the State of Nevada increase the authorized amount of its Common Stock if at any time the number of shares of Common Stock remaining unissued and available for issuance shall not be sufficient to permit conversion of the Series Q Preferred Stock.
Section 2. Dividends. No dividends shall be paid on the Series Q Preferred Stock.
Section 3. Liquidation Preference. In any liquidation, dissolution, or winding up of the Corporation, the holders of the Series Q Preferred Stock shall be entitled to receive (a) in preference to the holders of the Common Stock, but (b) subordinate in preference to any sum that the holders of any shares of any other series of the Corporation's Preferred Stock shall be entitled, an amount equal to $0.001 per share (subject to appropriate adjustment in the event of any stock dividend, forward stock split, or other similar recapitalization). After payment of such sums, (i) the holders of the Series Q Preferred Stock and (ii) the holders of the Common Stock, shall be entitled to receive any remaining assets of the Corporation on a pro rata, as-converted basis assuming conversion of the Series Q Preferred Stock into Common Stock at the then-current Conversion Rate.
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Section 4. Voting Rights. Except as expressly provided herein, or as provided by applicable law, the holders of the Series Q Preferred Stock shall have the same voting rights as the holders of the Common Stock and shall be entitled to notice of any stockholders' meeting in accordance with the Bylaws of the Corporation, and the holders of Common Stock and Series Q Preferred Stock shall vote together as a single class on all matters. Each holder of Series Q Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Series Q Preferred Stock could then be converted. Fractional votes shall not be permitted. Any fractional voting rights resulting from the above formula (after aggregating all shares into which shares of Series Q Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward).
Section 5. Conversion. The holders of the Series Q Preferred Stock shall have the following conversion rights (the "Conversion Rights"):
(a) Mandatory Conversion; Conversion Date. Concurrently with and subject to the Corporation's filing an amendment to the Articles of Incorporation with the Secretary of State of the State of Nevada to increase the number of authorized shares of Common Stock to not less than nine hundred fifty million (950,000,000) shares of Common Stock (the "Conversion Date"), all then-outstanding shares of Series Q Preferred Stock shall automatically convert, without any action required on behalf of the holders thereof, on the Conversion Date into fully paid and non-assessable shares of the Corporation's Common Stock at the Conversion Rate (as defined below). The "Conversion" shall be deemed effective as of the Conversion Date.
(b) Conversion Rate. As of the date of filing of this Certificate with the Secretary of State of the State of Nevada, each one share of Series Q Preferred Stock held by that holder shall be initially convertible at the option of the holder into 5,000 shares of the Corporation's Common Stock (such number of shares of Common Stock into which each share of Series Q Preferred Stock is convertible, the initial "Conversion Rate"). For purposes of clarification, the initial Conversion Rate shall be the quotient obtained by dividing (i) 1.00 initially by (ii) 5,000. Such "initial quotient" is 0.0002. The number of shares of Common Stock shall be determined by dividing the number of shares of Series Q Preferred Stock to be converted by 0.0002. The Conversion Rate shall be subject to appropriate adjustment in the event of any stock dividend, forward stock split, or other similar recapitalization as set forth herein. Accordingly, if the Conversion Rate has been adjusted, the then-current Conversion Rate shall be utilized in lieu of 0.0002.
(c) Mechanics of Exchange of Certificates That Formerly Represented Shares of Series Q Preferred Stock for Certificates That Represent Shares of Common Stock.
(1) The Corporation shall, promptly following the Conversion Date, send or cause to be sent a written notice to each holder of Series Q Preferred Stock notifying such holder of the conversion thereof. Within 15 days of receiving written notice from the Corporation of the Conversion, the holder shall surrender the certificate or certificates that, immediately prior to the Conversion, represented the Series Q Preferred Stock so converted, duly endorsed to the Corporation or in blank, to the Corporation at its principal office (or at such other office as the Corporation may designate by written notice, postage prepaid, to all holders) at any time during its usual business hours, together with a statement of the name or names (with addresses) of the person or persons in whose name the certificate or certificates for Common Stock shall be issued. The certificate or certificates that, immediately prior to the Conversion, represented the Series Q Preferred Stock so converted shall also be accompanied by a duly executed Conversion Certificate substantially in the form attached hereto as Exhibit A.
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(2) Promptly after surrender of the certificate or certificates that, immediately prior to the Conversion, represented the share or shares of Series Q Preferred Stock so converted, the Corporation shall cause to be issued and delivered to said holder, registered in such name or names as such holder may direct, a certificate or certificates for the number of shares of Common Stock issuable upon the Conversion of such share or shares of Series Q Preferred Stock. Each certificate issued representing the shares of Common Stock issued upon the Conversion shall bear a legend substantially in the following form:
| THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. |
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(3) Conversion Rate Adjustment for Stock Dividends, Subdivisions, Reclassification, or Combinations. If, any time prior to the Conversion Date, the Corporation shall (i) declare a dividend or make a distribution on its Common Stock in shares of its Common Stock, (ii) subdivide or reclassify the outstanding shares of Common Stock into a greater number of shares, or (iii) combine or reclassify the outstanding Common Stock into a smaller number of shares, the Conversion Rate (expressed as a quotient) in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination, or reclassification shall be proportionately adjusted such that the holder of any shares of Series Q Preferred Stock converted in the manner set forth in Section 5(a) shall be entitled to receive the number of shares of Common Stock that such holder would have owned or been entitled to receive had such Series Q Preferred Stock been converted immediately prior to such date. Successive adjustments in the then Conversion Rate (expressed as a quotient) shall be made whenever any event specified above shall occur.
(d) Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of the Series Q Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall round the fraction to the next whole number of shares of Common Stock.
(e) Costs. The Corporation shall pay all documentary, stamp, transfer, or other transactional taxes attributable to the issuance or delivery of shares of Common Stock upon conversion of any shares of Series Q Preferred Stock; provided, however, that the Corporation shall not be required to pay any taxes that may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the holder of the shares of Series Q Preferred Stock in respect of which such shares are being issued.
(f) Valid Issuance. All shares of Common Stock that shall be issued upon conversion of shares of Series Q Preferred Stock into shares of Common Stock will, upon issuance by the Corporation in accordance with this Certificate of Designation, be duly and validly issued, fully paid, and non-assessable and free from all taxes, liens, and charges with respect to the issuance thereof.
Section 6. Notices. Any notice required or permitted by the provisions of this Certificate of Designation to be given to a holder of shares of Series Q Preferred Stock shall be mailed, postage prepaid, to the post office address last shown on the records of the Corporation, or given by electronic communication in compliance with the provisions of the Nevada General Corporation Law, and shall be deemed sent upon such mailing or electronic transmission.
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EXHIBIT A
CONVERSION CERTIFICATE
TERRA TECH CORP.
Series Q Preferred Stock
The undersigned holder (the "Holder") is surrendering to Terra Tech Corp., a Nevada Corporation (the "Corporation"), all of the Holder's certificates that, immediately prior to the Conversion (as defined in the Certificate of Designation of the Series Q Preferred Stock (the "Certificate of Designation")), represented shares of Series Q Preferred Stock of the Corporation (the "Series Q Preferred Stock") in connection with the conversion of all of such Series Q Preferred Stock owned of record and beneficially by the Holder as of the Conversion Date (as defined in the Certificate of Designation) into that number of shares of Common Stock, $0.001 par value per share, of the Corporation (the "Common Stock") as set forth below.
| 1. | The Holder understands that the Series Q Preferred Stock was issued by the Corporation pursuant to the exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 4(a)(2) of the Securities Act or by Rule 506 of Regulation D, promulgated thereunder. | |
| 2. | The Holder understands that the exchange of the Common Stock for the Series Q Preferred Stock in favor of the Holder upon the Conversion shall be made pursuant to an exemption from registration under the Securities Act. |
Number of Shares of Series Q Preferred Stock Being Converted: _______________________
Number of Shares of Common Stock to be Issued: __________________________________
Conversion Date: _______________________
Delivery Instructions for Certificates of Common Stock: _________________________________________
Name of Holder, Printed:_______________________________________
Signature of Holder: __________________________________________
Telephone Number of Holder:___________________________________
[remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation of Series Q Preferred Stock to be duly executed on and as of March 25, 2016.
| TERRA TECH CORP. |
| |
| By: | /s/ Derek Peterson |
| |
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| President and Chief Executive Officer |
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5
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/29/16 | 8-K | ||
| 3/25/16 | ||||
| For Period end: | 12/31/15 | |||
| List all Filings | ||||