EXHIBIT 10.1


FORM OF EXCHANGE AGREEMENT


 


THIS EXCHANGE AGREEMENT (this
“Agreement”), dated as of ______, 2016, is entered into by and between _______ (“Warrant Holder”) and Agritech
Worldwide, Inc. (f/k/a Z Trim Holdings, Inc.) (the “Corporation”).


 


WITNESSETH:


 


WHEREAS, Warrant Holder is the
beneficial owner of a warrant (“Warrant”) that is exercisable for _______ shares the Corporation’s Common Stock,
par value $0.00005 (the “Common Stock”) at an exercise price of $0.64 per share; and


 


WHEREAS, Warrant Holder and the
Corporation are willing to exchange the Warrant (the “New Exchange”) for shares of Common Stock of the Corporation
(the “Warrant Shares”) such that each share of Common Stock underlying the Warrant will be exchanged for no less than
one share of Common Stock (the “Exchange Ratio”), which ratio shall be determined in the discretion of the Company
and communicated in writing by the Company to the Warrant Holder.


 


NOW, THEREFORE, in consideration
for the foregoing, the parties hereto agree as


follows:


 


1. Exchange and/or
Amendment. By signing the signature page hereto and electing to participate in the New Exchange, the Warrant Holder hereby
agrees that the Warrant and rights appertaining thereto held by Warrant Holder are exchanged for the Warrant Shares. The Warrant
Holder’s election shall be effective as of the later of the date of acceptance of this Agreement by the Corporation, which
shall be evidenced by its signature hereto, and the Corporation’s receipt of the Lock-Up Agreement referred to in Section
4. If on or prior to March 11, 2016 (subject to extension in the Company’s sole discretion [which date was subsequently extended
to December 31, 2016]), this Agreement and the Lock-Up Agreement is not received by the Corporation and accepted by the Corporation,
this Agreement shall terminate on March 11, 2016 (subject to extension in the Corporation’s sole discretion [which date was
subsequently extended to December 31, 2016]). The Company will notify the Warrant Holder in writing of the final Exchange Ratio;
provided that each share of Common Stock underlying the Warrant will be exchanged for no less than one share of Common Stock.


 


2.       Warrant
Holder’s Representations and Warranties. Warrant Holder represents and warrants to the Corporation as follows:


 


		a.	Warrant Holder is exchanging the Warrant for the Warrant Shares for Warrant Holder’s own
account, for investment only and not with a view towards the public sale or distribution thereof, and not with a view to or for
sale in connection with any distribution thereof;



 


		b.	Warrant Holder is: (i) an “accredited investor” as that term is defined in Rule 501
of the General Rules and Regulations under the Securities Act of 1933, as amended, by reason of Rule 501(a)(3), (ii) experienced
in making investments of the kind described in this Agreement and the related documents hereto, and (iii) able to afford the entire
loss of Warrant Holder’s investment in the Warrant Shares;



 


		c.	Warrant Holder is the sole owner of all rights, title and interest in and to the rights to the
Warrant and Warrant Holder has not assigned, transferred, licensed, pledged or otherwise encumbered such rights or agreed to do
so;



 


		d.	Warrant Holder has full power and authority to enter into this Agreement and to exchange the Warrant
or enter into the Amendment as provided for herein;



 


		e.	There are no current challenges with respect to the ownership of the Warrant; and



 


		f.	By entering into this Agreement, Warrant Holder will not breach the terms of any agreement or arrangement with any third party.



 






    

     

    

 


3.       Corporation’s
Representations and Warranties. The Corporation represents and warrants to Warrant Holder as follows:


 


		a.	Upon issuance, the Warrant Shares will be duly authorized and validly issued;



 


		b.	The Corporation has full power and authority to enter into this Agreement and to issue the Warrant
Shares as provided for herein; and



 


		c.	By entering into this Agreement, the Corporation will not breach the terms of any agreement or
arrangement with any third party.



 


4       Lock-Up
Agreement. You acknowledge and agree that the issuance of the Warrant Shares in exchange for the Warrant is conditioned upon
your exercise of a Lock-Up Agreement, which you agree to execute simultaneously with the execution of this Agreement.


 


5.       Governing
Law; Miscellaneous. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada.
A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed
in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference
and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid
or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be
amended only by an instrument in writing signed by the party to be charged with enforcement. This Agreement contains the entire
agreement of the parties with respect to the subject matter hereto, superseding all prior agreements, understandings or discussions.


 


[Signature page follows]


 






    2

     

    




IN WITNESS WHEREOF,
the parties have executed this Agreement on the date as


first written above.


 


AGRITECH WORLDWIDE INC.
(f/k/a Z TRIM HOLDINGS, INC.)


 


By: ____________________


Name:


Title: Chief Executive Officer


 


WARRANT HOLDER


 


By: ____________________


Name:


Title:


 





3