0001052257-10-000014 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 7th, 2010 • Z Trim Holdings, Inc • Grain mill products • Illinois

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this ______ day of June, 2010 by and among Z Trim Holdings Inc., an Illinois corporation (the “Company”) and the investors whose names appear on the signature page hereof (the “Investor” and collectively the “Investors”), who have purchased Units consisting of 2,000 shares of the Series I, 8%, convertible preferred stock, par value $0.01 per share with an original issue price of $5.00 per share (the “Preferred Stock”), convertible at the rate of $1.00 per share of common stock into shares of common stock, $.00005 par value (the “Common Stock”) of the Company and a five year warrant exercisable for 15,000 shares of the Common Stock at an exercise price of $1.50 per share (the “Warrants”), offered in private placement (the “Offering”) by the Company. Such Investors and any of their Affiliates or permitted transferees who are subsequent holders of any Warrant or Registrable Securities are each referred to

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