X0306 4 2013-08-20 0 0001052257 Z TRIM HOLDINGS, INC ZTHO 0001432450 BRIGHTLINE CAPITAL MANAGEMENT, LLC 1120 AVENUE OF THE AMERICAS SUITE 1505 NEW YORK NY 10036 0 0 1 0 0001582763 BRIGHTLINE GP, LLC 1120 AVENUE OF THE AMERICAS SUITE 1505 NEW YORK NY 10036 0 0 1 0 0001474772 BRIGHTLINE VENTURES I, LLC 1120 AVENUE OF THE AMERICAS SUITE 1505 NEW YORK NY 10036 0 0 1 0 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 0001475061 KHERA, NICK 1120 AVENUE OF THE AMERICAS SUITE 1505 NEW YORK NY 10036 0 0 1 0 Common Stock, $.00005 par value 2013-08-20 4 C 0 2573438 1.25 A 17940584 I See Footnote Common Stock, $.00005 par value 2013-08-20 4 P 0 376000 1.25 A 18316584 I See Footnote Common Stock, $.00005 par value 2013-08-20 4 C 0 3347 1.25 A 214186 I See Footnote Common Stock Warrant 1.25 2013-08-20 4 C 0 5718750 D Common Stock, $.0005 par value 2573438 11582983 I See Footnote Common Stock Warrant 1.25 2013-08-20 4 C 0 7436 D 2016-01-07 Common Stock, $.00005 par value 3347 15064 I See Footnote Common Stock Warrant 1.25 2013-08-20 4 J 0 2316597 A Common Stock, $.00005 par value 2316597 13899580 I See Footnote Common Stock Warrant 1.25 2013-08-20 4 J 0 3013 A 2016-01-07 Common Stock, $.00005 par value 3013 18077 I See Footnote The securities are held in the account of Brightline Ventures I, LLC and may be deemed to be beneficially owned by (a) Brightline Capital Management, LLC, the investment manager of Brightline Ventures I, LLC, (b) Brightline GP, LLC, the managing member of Ventures I, LLC, (c) Edward B Smith III, a managing member of Brightline Capital Management, LLC and Brightline GP, LLC and (d) Nick Khera, a managing member of Brightline Capital Management, LLC and Brightline GP, LLC. Each of Brightline Capital Management, LLC, Brightline GP, LLC, Edward B Smith III and Nick Khera disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose. The securities are held in the account of Brightline Ventures I-C, LLC and may be deemed to be beneficially owned by (a) Brightline Capital Management, LLC, the investment manager of Brightline Ventures I-C, LLC, (b) Brightline GP, LLC, the managing member of Ventures I-C, LLC, (c) Edward B Smith III, a managing member of Brightline Capital Management, LLC and Brightline GP, LLC and (d) Nick Khera, a managing member of Brightline Capital Management, LLC and Brightline GP, LLC. Each of Brightline Capital Management, LLC, Brightline GP, LLC, Edward B Smith III and Nick Khera disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose. The securities are held in the account of Edward B. Smith III. The derivatives were acquired through the purchase of convertible Note Units (the "Units") from Z Trim Holdings, Inc. (the "Issuer"). Each Unit consists of (i) a $10,000 24-month senior secured promissory note, bearing interest at the rate of 8% per annum and immediately convertible at the rate of $1.00 per share into 10,000 shares of the Common Stock of the Issuer and (ii) one five-year warrant to immediately purchase 15,000 shares of Common Stock of the Issuer per Unit at an exercise price of $1.50 per share (each, a "Warrant", and collectively, the "Warrants"). Following the purchase of the Units, the exercise price of the Warrants changed to $1.25. The Warrants have expiration dates of January 15, 2015, July 14, 2014, August 7, 2014, August 26, 2014, September 2, 2014, September 30, 2014 and October 15, 2014. The Warrants were acquired through an anti-dilution provision whereby the exercise price of the Warrants changed to $1.25 and Brightline Ventures I, LLC received a new warrant for every five warrants owned. The Warrants have expiration dates of June 7, 2015, September 7, 2015, October 13, 2015, November 12, 2015, November 19, 2015, November 29, 2015, December 7, 2015, December 29, 2015 and March 18, 2016. Brightline Capital Management, LLC, By: /s/ Nick Khera, Managing Member 2013-08-21 Brightline GP, LLC, By: /s/ Nick Khera, Managing Member 2013-08-21 Brightline Ventures I, LLC, By: Brightline GP, LLC, its Managing Member, By: /s/ Nick Khera, Managing Member 2013-08-21 /s/ Edward B. Smith III 2013-08-21 /s/ Nick Khera 2013-08-21