X0306 4 2014-04-30 0 0001052257 Z TRIM HOLDINGS, INC ZTHO 0001436316 Smith Edward B III C/O BRIGHTLINE CAPITAL MANAGEMENT, LLC 1120 AVE OF THE AMERICAS, SUITE 1505 NEW YORK NY 10036 1 0 1 0 Convertible Subordinated Secured Note 1.00 2014-04-30 4 A 0 1 0 A 2014-07-30 2016-04-30 Common Stock, $.00005 par value 1 D The conversion price of the convertible subordinated secured note (the "Note") acquired by Mr. Smith may be adjusted from time to time based on the terms of an agreement between the Issuer and Mr. Smith. Mr. Smith acquired the Note in connection with his service as a member of the Issuer's board of directors. The Note will earn interest at a rate of 14% 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 (which is $19,000) and accrued interest being converted by (ii) the conversion price. Mr. Smith acquired the Note in connection with his service as a member of the Issuer's board of directors. /s/ Edward B. Smith III 2014-04-30