X0306 4 2014-02-11 0 0001052257 Z TRIM HOLDINGS, INC ZTHO 0001436316 Smith Edward B III C/O BRIGHTLINE CAPITAL MANAGEMENT, LLC 1120 AVE OF THE AMERICAS, STE 1505 NEW YORK NY 10036 1 0 1 0 Convertible Senior Secured Note 2.25 2014-02-11 4 P 0 1 200000.00 A 2014-05-11 2016-02-11 Common Stock, $.00005 par value 1 D The conversion price of the convertible senior secured note (the "Note") acquired by Mr. Smith may be decreased based on the closing price of the Common Stock of the Issuer on the date of conversion; provided, however, that the Conversion Price shall not be reduced to less than $1.25. The Note will earn interest at a rate of 12.5% per annum. The Note may be converted, in whole or in part, into such number of Common Shares of the Issuer as is determined by dividing (i) the sum of the principal and accrued interest being converted by (ii) the conversion price. /s/ Edward B. Smith III 2014-02-11