0001140361-15-001771 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 14th, 2015 • Z Trim Holdings, Inc • Grain mill products • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of _______________, 2014, by and among Z Trim Holdings, Inc., an Illinois corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

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COMMON STOCK PURCHASE WARRANT Z TRIM HOLDINGS, INC.
Common Stock Purchase Warrant • January 14th, 2015 • Z Trim Holdings, Inc • Grain mill products • New York

This Warrant is being issued on the Initial Exercise Date pursuant to that certain Securities Purchase Agreement by and among the Company and the parties identified on the signature pages thereto, as amended, modified or supplemented from time to time, originally dated ___________, 2014 (the “Purchase Agreement”) and is one of a series of similar Warrants issued in connection with the Company’s Offering (as defined in the Purchase Agreement).

FORM OF WARRANT
Warrant Agreement • January 14th, 2015 • Z Trim Holdings, Inc • Grain mill products • New York

This Warrant is being issued on the Initial Exercise Date pursuant to that certain Securities Purchase Agreement by and among the Company and the parties identified on the signature pages thereto, as amended, modified or supplemented from time to time, originally dated ___________, 2014 (the “Purchase Agreement”) and is one of a series of similar Warrants issued in connection with the Company’s Offering (as defined in the Purchase Agreement).

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