COMMON STOCK PURCHASE WARRANT Z TRIM HOLDINGS, INC.Common Stock Purchase Warrant • November 4th, 2013 • Z Trim Holdings, Inc • Grain mill products • Illinois
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] 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 hereof (the “Initial Exercise Date”) and on or prior to the close of business on the [ ] year anniversary of the Initial Exercise Date (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).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 4th, 2013 • Z Trim Holdings, Inc • Grain mill products • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 4th, 2013 • Z Trim Holdings, Inc • Grain mill products • Illinois
This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2013, between Z Trim Holdings, Inc., an Illinois corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • November 4th, 2013 • Z Trim Holdings, Inc • Grain mill products • New York
This SUBSCRIPTION ESCROW AGREEMENT, dated as of [ ], 2013 (together with Schedule A and Schedule B hereto, this “Agreement”), is by and among Z TRIM HOLDINGS, INC., an Illinois corporation, with principal offices located at 1011 Campus Drive, Mundelein, Illinois, 60060 (the “Company”); AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, with principal offices located at 6201 15th Avenue, Brooklyn, New York, 11219 (“Escrow Agent”); and MAXIM GROUP LLC, a New York limited liability company, with principal offices located at 405 Lexington Avenue, New York, New York 10174 (the “Placement Agent”).
