0001052257-13-000008 Sample Contracts

COMMON STOCK PURCHASE WARRANT Z TRIM HOLDINGS, INC.
Common Stock Purchase Warrant • May 23rd, 2013 • Z Trim Holdings, Inc • Grain mill products • Illinois

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Maxim Partners LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is 180 days from the effective date of the Registration Statement (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the effective date of the Registration Statement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Z Trim Holdings, Inc., an Illinois corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • May 23rd, 2013 • Z Trim Holdings, Inc • Grain mill products • New York
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