X0306 4 2015-01-08 0 0001052257 Z TRIM HOLDINGS, INC ZTHO 0001461309 GARFINKLE MORRIS 1011 CAMPUS DRIVE MUNDELEIN IL 60060 1 0 0 0 Convertible Note 2015-01-08 4 J 0 17842 D 2014-05-12 2016-05-12 See footnote 17842 57158 D Convertible Note 2015-01-08 4 J 0 19000 D 2014-04-30 2016-04-30 See footnote 19000 0 D Convertible Preferred Stock 2015-01-08 4 J 0 10084 A 2015-01-08 2018-01-08 Common Stock 115243 10084 D Warrant 0.64 2015-01-08 4 J 0 86317 A 2015-01-08 2020-01-08 Common Stock 86317 86317 D Warrant 0.64 2015-01-08 4 J 0 36705 A 2015-01-08 2020-01-08 Common Stock 36705 36705 D Mr. Garfinkle exchanged two previously reported convertible notes (one with a principal amount of $75,000, of which $17,842 (plus interest) was exchanged and $57,158 remains outstanding and one with a principal amount of $19,000, all of which was exchanged) (together, the "Notes") in the aggregate amount (principal and interest) of $40,335 for 10,084 units (the "Units"), with each Unit consisting of one (1) share of 12.5% redeemable convertible preferred stock (the "Preferred Stock") and one (1) warrant to acquire 8.56 shares (the "Initial Warrants") of Z Trim Holdings, Inc. (the "Company") common stock, par value $0.00005 per share (the "Common Stock"), at an exercise price of $0.64 per share of Common Stock. Mr. Garfinkle received one (1) Unit for every $4.00 of debt exchanged. Mr. Garfinkle was issued an additional warrant (the "Additional Warrants") exercisable to acquire an aggregate of 36,705 shares of Common Stock at an exercise price of $0.64 per share. In connection with the acquisition of the Units, Mr. Garfinkle acquired an aggregate of (1) 10,084 shares of Preferred Stock, (2) 86,317 Initial Warrants and (3)36,705 Additional Warrants. The Initial Warrants and Additional Warrants are subject to certain anti-dilution and other adjustments. Each share of Preferred Stock (together with any accrued but unpaid dividends thereon) is convertible into shares of Common Stock at the option of the holder at any time at a conversion price per share equal to the sum of the stated value ($4.00 per share) and any accrued but unpaid dividends thereon through the date of redemption divided by the conversion price, which will initially be $0.35 per share of Preferred Stock, subject to certain anti-dilution and other adjustments. /s/ Morris Garfinkle 2015-01-12