0001052257-14-000005 Sample Contracts

Contract
Convertible Note Agreement • May 14th, 2014 • Z Trim Holdings, Inc • Grain mill products • Illinois

THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON THE CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT. NOTWITHSTANDING THE FOREGOING, THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES.

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Amendment to Custom Processing Agreement
Custom Processing Agreement • May 14th, 2014 • Z Trim Holdings, Inc • Grain mill products

On October 17, 2011, Z Trim Holdings, Inc. and AVEKA Nutra Processing, LLC entered into a Custom Processing Agreement which included a Letter of Guarantee by Aveka, Inc.

FIFTH AMENDMENT TO LEASE
Lease • May 14th, 2014 • Z Trim Holdings, Inc • Grain mill products • Illinois

This Fifth Amendment to Lease (this “Amendment”) is made to be effective as of March 14, 2014 by and between M & R II Limited Partnership, an Illinois limited partnership (“M&R LP”) and Chaska Limited Partnership, an Ohio limited partnership (“Chaska LP” and together with M&R LP, collectively “Landlord”), and Z Trim Holdings, Inc., (f/k/a/ Circle Group Holdings, Inc.), an Illinois corporation (“Tenant”).

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