X0306 4 2015-01-08 0 0001052257 Z TRIM HOLDINGS, INC ZTHO 0001419721 Hershhorn Mark 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 I See footnotes 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 4873 A 2015-01-08 2018-01-08 Common Stock 55690 4873 I See footnotes Warrant 0.64 2015-01-08 4 J 0 41712 A 2015-01-08 2020-01-08 Common Stock 41712 41712 I See footnotes Warrant 0.64 2015-01-08 4 J 0 17737 A 2015-01-08 2020-01-08 Common Stock 17737 17737 I See footnotes 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. Hershhorn and CKS Warehouse, an entity in which Mr. Hershhorn owns a controlling interest ("CKS"), each exchanged previously reported convertible notes (Mr. Hershhorn's note had a principal amount of $19,000, all of which was exchanged and CKS's note had a principal amount of $75,000, of which $17,842 (plus interest) was exchanged and $57,158 remains outstanding) (together, the "Notes") in the aggregate amount (principal and interest) of $20,844 and $19,491, respectively, for 5,211 units and 4,873 respectively (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. Hershhorn and CKS each received one (1) Unit for every $4.00 of debt exchanged. Mr. Hershhorn and CKS were issued additional warrants (the "Additional Warrants") exercisable to acquire an aggregate of 18,968 shares and 41,712 shares, respectively, of Common Stock at an exercise price of $0.64 per share. In connection with the acquisition of the Units, Mr. Hershhorn and CKS acquired an aggregate of (1) 5,211 shares and 4,873 shares, respectively, of Preferred Stock, (2) 44,606 Initial Warrants and 41,712 Initial Warrants, respectively, and (3) 18,968 Additional Warrants and 17,737 Additional Warrants, respectively. 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 notice of conversion 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/ Mark Hershhorn 2015-01-12