0001052257-13-000036 Sample Contracts

COMMON STOCK PURCHASE WARRANT Z TRIM HOLDINGS, INC.
Common Stock Purchase Warrant • November 18th, 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 five (5) 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).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 18th, 2013 • Z Trim Holdings, Inc • Grain mill products • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 18, 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”).

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • November 18th, 2013 • Z Trim Holdings, Inc • Grain mill products • New York
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