X0306 4 2015-01-08 0 0001052257 Z TRIM HOLDINGS, INC ZTHO 0001415517 Israel Brian S 1011 CAMPUS DRIVE MUNDELEIN IL 60060 1 0 0 0 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 5211 A 2015-01-08 2018-01-08 Common Stock 59554 5211 D Warrant 0.64 2015-01-08 4 J 0 44606 A 2015-01-08 2020-01-08 Common Stock 44606 44606 D Warrant 0.64 2015-01-08 4 J 0 18968 A 2015-01-08 2020-01-08 Common Stock 18968 18968 D Mr. Israel exchanged a previously reported convertible note with a principal amount of $19,000 (the "Note") and aggregate amount (principal and interest) of $20,844 for 5,211 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. Israel received one (1) Unit for every $4.00 of debt exchanged. Mr. Israel was issued an additional warrant (the "Additional Warrants") exercisable to acquire an aggregate of 18,968 shares of Common Stock at an exercise price of $0.64 per share. In connection with the acquisition of the Units, Mr. Israel acquired an aggregate of (1) 5,211 shares of Preferred Stock, (2) 44,606 Initial Warrants and (3) 18,968 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/ Brian Israel 2015-01-12