ex41.htm


    Exhibit 4.1

     

    

      
 


      
        
          Z
TRIM HOLDINGS, INC.

           

          


           

          Subscription
Documentation Package

           

        

        
          To
subscribe for Units in the private offering of

           

          Z
TRIM HOLDINGS, INC.

           

          


        

        
          1.           Date and Fill in the number of
Units being subscribed for and Complete and Sign the Signature Page
included in the Subscription Agreement.

           

          2.           Initial the Accredited
Investor Certification page attached to this letter.

           

          


        

        
          
            	
                    3.

                  	
                    Complete and Return the
      Investor Profile and, if applicable, Wire Transfer Authorization attached
      to this letter.

                  	
                     

                  


          

           

          
            	
                    4.

                  	
                    Fax
      all forms to Brian Chaiken (847) 549-6028 and then send all signed
      original documents
      with a check to:

                  	
                     

                  


          

           

          


        

        
          Brian
Chaiken

          Chief
Financial Officer

          Z
Trim Holdings, Inc.

          1011
Campus Drive

          Mundelein,
IL 60060

           

          


        

        
          
            	
                    5.

                  	
                    Please
      make your subscription payment payable to the order of Z Trim Holdings,
      Inc.

                  


          

           

          


        

        
          For wiring funds, send
directly to the following account:

           

          


        

        
          
            	
                    Acct.
      Name:

                  	
                    Z
      Trim Account

                  


          

        

        
          ABA
Number:                         071925046

        

        
          A/C
Number:                         1246774

        

        
          FBO:

        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        
          Investors
will purchase the number of units (the “Units”) set forth on the signature page
to the Subscription Agreement at a purchase price of $10,000 per
Unit.  Each Unit consists of 2,000 shares of the Series I, 8%,
convertible preferred stock, par value $0.01 per share.  The original
issue price of the Preferred Stock is $5.00 per share. The Preferred Stock is
convertible at the rate of $1.00 per share into shares of common stock, $.00005
par value (the “Common Stock”) of Z Trim Holdings, Inc., an Illinois corporation
(the “Company” or “Z Trim”) and a five year warrant exercisable for 15,000
shares of the Common Stock at an exercise price of $1.50 per
share.  The subscription for the Units will be made in accordance with
and subject to the terms and conditions of the Subscription Agreement and the
Memorandum (as defined in the Subscription Agreement).

           

          


        

        
          All
subscription funds will be immediately available to the Company.  If
the Company rejects a subscription, either in whole or in part (which decision
is in the sole discretion of the Company), the rejected subscription funds or
the rejected portion thereof will be returned promptly to such subscriber
without interest accrued thereon.  The maximum subscription per
investor in the Offering is 50 Units ($500,000), unless otherwise specifically
approved by the Company’s Board of Directors.

           

          


        

        
          Questions
regarding completion of the subscription documents should be directed to Brian
Chaiken (847) 549-6002.  ALL SUBSCRIPTION DOCUMENTS MUST BE
FILLED IN AND SIGNED EXACTLY AS SET FORTH WITHIN.

           

          


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        
          


        

        
          SUBSCRIPTION
AGREEMENT

           

          


        

        
          FOR
Z TRIM HOLDINGS, INC.

           

          


        

        
          Z Trim
Holdings, Inc.

          1011
Campus Drive

          Mundelein,
IL 60060

           

          


        

        
          Ladies
and Gentlemen:

           

          1.           Subscription.

           

          


        

        
          (a)            The
undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably
agrees to purchase a unit or units (each, a “Unit” and collectively, the
“Units”) at a purchase price of $10,000 per Unit, from Z Trim Holdings, Inc., an
Illinois corporation (the “Company”).  Each Unit consists of 2,000
shares of the Series I, 8%, convertible preferred stock, par value $0.01 per
share (the “Preferred Stock”), convertible at the rate of $1.00 per share into
shares of common stock, $.00005 par value (the “Common Stock”) of the Company
and a five year warrant exercisable for 15,000 shares of the Common Stock at an
exercise price of $1.50 per share (the “Warrants”).  This subscription
is submitted to you in accordance with and subject to the terms and conditions
described in this Subscription Agreement, and the Confidential Private Placement
Memorandum of the Company dated as of May 1, 2010, as hereinafter
amended or supplemented from time to time, including Supplement No. 1 thereto
dated as of May 30,
2010, including all documents incorporated by reference therein and all
attachments, schedules and exhibits thereto (the “Memorandum”), relating to the
offering by the Company of a maximum of 500 Units ($5,000,000) (the “Maximum
Amount”) (the “Offering”).

           

          


        

        
          (b)            The
terms of the Offering are more completely described in the Memorandum and such
terms are incorporated herein in their entirety.  Certain capitalized
terms used, but not otherwise defined herein, shall have the respective meanings
provided in the Memorandum.

           

          


        

        
          2.            Payment.  The
Purchaser encloses herewith a check payable to, or will immediately make a wire
transfer payment to, Z Trim Holdings, Inc., pursuant to the wire instructions
provided by the Company, in the full amount of the purchase price of the Units
being subscribed for (the “Subscription Amount”).  Together with the
check for, or wire transfer of, the full Subscription Amount, the Purchaser is
delivering a completed and executed Signature Page to this Subscription
Agreement.

           

          


        

        
          3.           Deposit of
Funds.  All payments made as provided in Section 2 hereof shall
be deposited by the Company as soon as practicable in its corporate bank
account.  If the Company rejects a Purchaser’s subscription, either in
whole or in part (which decision is in the sole discretion of the Company), the
rejected Subscription Amount or the rejected portion thereof will be returned
promptly to the Purchaser without interest accrued thereon or deduction
therefrom.  The Minimum Subscription Amount for a Purchaser in the
Offering is one Unit; provided, however, that the Company may, in its sole
discretion, permit fractional Units to be purchased.

           

          


        

        
          4.            Acceptance of
Subscription.  The Purchaser understands and agrees that the
Company in its sole discretion reserves the right to accept or reject this or
any other subscription for the Units, in whole or in part, notwithstanding prior
receipt by the Purchaser of notice of acceptance of this or any other
subscription.  The Company shall have no obligation hereunder until
the Company shall execute and deliver to the Purchaser an executed copy of this
Subscription Agreement.  If Purchaser’s subscription is rejected in
whole, or the Offering is terminated, all funds received from the Purchaser will
be returned without interest, penalty, expense or deduction, and this
Subscription Agreement shall thereafter be of no further force or
effect.  If Purchaser’s subscription is rejected in part, the funds
for the rejected portion of such subscription will be returned without interest,
penalty, expense or deduction, and this Subscription Agreement will continue in
full force and effect to the extent such subscription was accepted.

           

          5.            Representations and Warranties of the
Purchaser.  The Purchaser hereby acknowledges, represents,
warrants, and agrees as follows:

           

          


        

        
          (a)           None
of the Units, the Preferred Stock, the Warrants or any of the shares of Common
Stock issuable upon conversion of the Preferred Stock, in payment of dividends
on the Preferred Stock or the exercise of the Warrants or offered pursuant to
the Memorandum are registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any state securities laws.  The Purchaser
understands and has advised each of its equity owners that the offering and sale
of the Units is intended to be exempt from registration under the Securities
Act, by virtue of Section 4(2) thereof and the provisions of Regulation D
promulgated thereunder, based, in part, upon the representations, warranties and
agreements of the Purchaser contained in this Subscription
Agreement;

           

          (b)           The
Purchaser and the Purchaser’s attorney, accountant, purchaser representative
and/or tax advisor, if any (collectively, “Advisors”), have received the
Memorandum and all other documents requested by the Purchaser or its Advisors,
if any, have carefully reviewed them and understand the information contained
therein, prior to the execution of this Subscription Agreement;

           

          (c)           Neither
the Securities and Exchange Commission (the “Commission”) nor any state
securities commission has approved the Units, the Preferred Stock, the Warrants
or any of the Common Stock issuable upon conversion of the Preferred Stock, or
in payment of dividends thereon or exercise of the Warrants, or passed upon or
endorsed the merits of the Offering or confirmed the accuracy or determined the
adequacy of the Memorandum.  The Memorandum has not been reviewed by
any Federal, state or other regulatory authority;

           

          (d)           All
documents, records, and books pertaining to the investment in the Units
(including, without limitation, the Memorandum) have been made available for
inspection by the Purchaser and its Advisors, if any;

           

          


        

        
          (e)          The
Purchaser has carefully read the Memorandum including the section entitled “Risk
Factors.”  The Purchaser and its Advisors, if any, have had a
reasonable opportunity to ask questions of and receive answers from a person or
persons acting on behalf of the Company concerning the offering of the Units and
the business, financial condition, results of operations and prospects of the
Company, and all such questions have been answered by the Company to the full
satisfaction of the Purchaser and its Advisors, if any, and the Purchaser and
its Advisors have had access, including through the EDGAR system, to true and
complete copies of the Company’s most recent Annual Report on Form 10-K for the
fiscal year ended December 31, 2009 (the “10-K”) and all other reports filed by
the Company pursuant to the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), since the filing of the 10-K and prior to the date hereof
including the Quarterly Report on Form 10-Q for the quarter ended March 31,
2010, filed with the Securities and Exchange Commission on  May 21,
2010 (the “10 Q”),and have reviewed such filings;

           

          


        

        
          (f)             In
evaluating the suitability of an investment in the Company, the Purchaser has
not relied upon any representation or other information (oral or written) other
than as stated in the Memorandum or as contained in documents so furnished to
the Purchaser or its Advisors, if any, by the Company in writing;

           

          (g)             Neither
the Purchaser nor any of its equity owners is aware of, or is in anyway relying
on and did not become aware of the offering of the Units through or as a result
of, any form of general solicitation or general advertising including, without
limitation, any article, notice, advertisement or other communication published
in any newspaper, magazine or similar media or broadcast over television, radio,
or over the Internet, in connection with the offering and sale of the Units and
is not subscribing for Units and did not become aware of the offering of the
Units through or as a result of any seminar or meeting to which the Purchaser
was invited by, or any solicitation of a subscription by, a person not
previously known to the Purchaser in connection with investments in securities
generally;

           

          


        

        
          (h)            The
Purchaser has taken no action which would give rise to any claim by any person
for brokerage commissions, finders’ fees or the like relating to this
Subscription Agreement or the transactions contemplated hereby (other than
commissions to be paid by the Company as described in the
Memorandum);

           

          


        

        
          (i)            The
Purchaser, either alone or together with its Advisor(s), if any, have such
knowledge and experience in financial, tax, and business matters, and, in
particular, investments in securities, so as to enable them to utilize the
information made available to them in connection with the offering of the Units
to evaluate the merits and risks of an investment in the Units and the Company
and to make an informed investment decision with respect thereto;

           

          


        

        
          (j)            The
Purchaser is not relying on the Company or any of its employees or agents with
respect to the legal, tax, economic and related considerations of an investment
in the Units, and the Purchaser has relied on the advice of, or has consulted
with, only its own Advisors;

           

          


        

        
          (k)            The
Purchaser is acquiring the Units solely for such Purchaser’s own account for
investment and not with a view to resale or distribution thereof, in whole or in
part.  The Purchaser has no agreement or arrangement, formal or
informal, with any person to sell or transfer all or any of the Units, the
Preferred Stock, Warrants or Common Stock issuable upon conversion of the
Preferred Stock or in payment of the dividends accrued thereon, or upon exercise
of the Warrants, and the Purchaser has no plans to enter into any such agreement
or arrangement;

           

          (1)            The
purchase of the Units represents high risk capital and the Purchaser is able to
afford an investment in a speculative venture having the risks and objectives of
the Company.  The Purchaser must bear the substantial economic risks
of the investment in the Units indefinitely because none of the Units, the
Preferred Stock, the Warrants, or the Common Stock issuable upon conversion of
the Preferred Stock or in payment of the dividends accrued thereon, or upon
exercise of the Warrants may be sold, hypothecated or otherwise disposed of
unless subsequently registered under the Securities Act and applicable state
securities laws or an exemption from such registration is
available.  Legends shall be placed on the securities included in the
Units to the effect that they have not been registered under the Securities Act
or applicable state securities laws and appropriate notations thereof will be
made in the Company’s stock books. Stop transfer instructions will be placed
with the transfer agent of the securities constituting the Units.  It
is not anticipated that there will be any market for resale of the Units, the
Preferred Stock or the Warrants and such securities will not be freely
transferable at any time in the foreseeable future.  Unless made the
subject of an effective registration Statement filed under the Securities Act,
the Common Stock issuable upon conversion of the Preferred Stock, the payment of
the dividends thereon or upon exercise of the Warrants will not be transferable
until at least 6 months after conversion or payment in full upon exercise and
then only upon compliance with the conditions of Rule 144 promulgated under the
Securities Act.

           

          


        

        
          (m)            The
Purchaser has adequate means of providing for such Purchaser’s current financial
needs and foreseeable contingencies and has no need for liquidity of the
investment in the Units, the Preferred Stock, the Warrants or any of the Common
Stock issuable upon conversion of the Preferred Stock or the payment of the
dividends thereon, or upon exercise of the Warrants for an indefinite period of
time;

           

          


        

        
          (n)            The
Purchaser is aware that an investment in the Units involves a number of very
significant risks and has carefully read and considered the matters set forth in
the Memorandum and, in particular, the matters under the caption “Risk Factors”
therein, and, in particular, acknowledges that such risks may materially
adversely affect the Company’s results of operations and future
prospects;

           

          


        

        
          (o)            The
Purchaser and each of its equity owners is an “accredited investor” as that term
is defined in Regulation D under the Securities Act, and the Purchaser has
truthfully and accurately completed the Accredited Investor Certification
contained herein;

           

          


        

        
          (p)            The
Purchaser: (i) if a natural person, represents that the Purchaser has reached
the age of 21 and has full power and authority to execute and deliver this
Subscription Agreement and all other related agreements or certificates and to
carry out the provisions hereof and thereof; (ii) if a corporation, partnership,
limited liability company or partnership, association, joint stock company,
trust, unincorporated organization or other entity, represents that such entity
is duly organized, validly existing and in good standing under the laws of the
state of its organization, the consummation of the transactions contemplated
hereby is authorized by, and will not result in a violation of state law or its
charter or other organizational documents, such entity has full power and
authority to execute and deliver this Subscription Agreement and all other
related agreements or certificates and to carry out the provisions hereof and
thereof and to purchase and hold the securities constituting the Units, the
execution and delivery of this Subscription Agreement has been duly authorized
by all necessary action, this Subscription Agreement has been duly executed and
delivered on behalf of such entity; or (iii) if executing this Subscription
Agreement in a representative or fiduciary capacity, represents that it has full
power and authority to execute and deliver this Subscription Agreement in such
capacity and on behalf of the subscribing individual, ward, partnership, trust,
estate, corporation, or limited liability company or partnership, or other
entity for whom the Purchaser is executing this Subscription Agreement, and such
individual, partnership, ward, trust, estate, corporation, or limited liability
company or partnership, or other entity has full right and power to perform
pursuant to this Subscription Agreement and make an investment in the Company,
and represents that this Subscription Agreement constitutes a legal, valid and
binding obligation of such entity.  The execution and delivery of this
Subscription Agreement will not violate or be in conflict with any order,
judgment, injunction, agreement or controlling document to which the Purchaser
is a party or by which it is bound;

           

          


        

        
          (q)             The
Purchaser and its advisors, if any, have had the opportunity to obtain any
additional information, to the extent the Company had such information in their
possession or could acquire it without unreasonable effort or expense, necessary
to verify the accuracy of the information contained in the Memorandum and all
documents received or reviewed in connection with the purchase of the Units and
have had the opportunity to have representatives of the Company provide them
with such additional information regarding the terms and conditions of this
particular investment and the financial condition, results of operations,
business and prospects of the Company deemed relevant by the Purchaser or its
Advisors, if any, and all such requested information, to the extent the Company
had such information in its possession or could acquire it without unreasonable
effort or expense, has been provided by the Company in writing to the full
satisfaction of the Purchaser and its Advisors, if any;

           

          


        

        
          (r) The
Purchaser represents to the Company that any information which the undersigned
has heretofore furnished or is furnishing herewith to the Company is complete
and accurate and may be relied upon by the Company in determining the
availability of an exemption from registration under Federal and state
securities laws in connection with the offering of securities as described in
the Memorandum.  The Purchaser further represents and warrants that it
will notify and supply corrective information to the Company immediately upon
the occurrence of any change therein occurring prior to the Company’s issuance
of the securities contained in the Units;

           

          


        

        
          (s) The
Purchaser has significant prior investment experience, including investment in
non-listed and non-registered securities.  Each of the equity owners
of the Purchaser is knowledgeable about investment considerations in public
companies and, in particular, public companies traded on the
OTCBB.  The Purchaser has a sufficient net worth to sustain a loss of
its entire investment in the Company in the event such a loss should
occur.  The Purchaser’s overall commitment to investments which are
not readily marketable is not excessive in view of the Purchaser’s net worth and
financial circumstances and the purchase of the Units will not cause such
commitment to become excessive.  This investment is a suitable one for
the Purchaser;

           

          


        

        
          (t) The
Purchaser is satisfied that it has received adequate information with respect to
all matters which it or its Advisors, if any, consider material to its decision
to make this investment;

           

          (u) The
Purchaser acknowledges that any estimates or forward-looking statements or
projections included in the Memorandum were prepared by the Company in good
faith, but that the attainment of any such projections, estimates or
forward-looking statements cannot be guaranteed by the Company and should not be
relied upon;

           

          


        

        
          (v) No
oral or written representations have been made, or oral or written information
furnished, to the Purchaser or its Advisors, if any, in connection with the
offering of the Units which are in any way inconsistent with the information
contained in the Memorandum;

           

          


        

        
          (w)
Within five days after receipt of a request from the Company, the Purchaser will
provide such information and deliver such documents as may reasonably be
necessary to comply with any and all laws and ordinances to which the Company is
subject;

           

          


        

        
          (x) The
Purchaser’s substantive relationship with the Company predates the Company’s
contact with the Purchaser regarding an investment in the Units;

           

          


        

        
          (y) THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR
THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE
ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH
LAWS.  THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID
ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM.  THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE
MEMORANDUM.  ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL;

           

          


        

        
          (z) The
Purchaser acknowledges that none of the Units, the Preferred Stock, the Warrants
or the Common Stock issuable upon the conversion of the Preferred Stock or in
payment of the dividends accrued thereon, or upon exercise of the Warrants have
been recommended by any Federal or state securities commission or regulatory
authority.  In making an investment decision investors must rely on
their own examination of the Company and the terms of the Offering, including
the merits and risks involved.  Furthermore, the foregoing authorities
have not confirmed the accuracy or determined the adequacy of this Subscription
Agreement.  Any representation to the contrary is a criminal
offense.  The Units, the Preferred Stock, the Warrants, and the Common
Stock issuable by the Company upon conversion of the Preferred Stock or in
payment of the dividends accrued thereon, and upon the exercise of the Warrants,
are subject to restrictions on transferability and resale and may not be
transferred or resold except as permitted under the Securities Act, and the
applicable state securities laws, pursuant to registration or exemption
therefrom.  Investors should be aware that they will be required to
bear the financial risks of this investment for an indefinite period of time;
and

          
 

        

        
          (aa)
(For ERISA plans only)
The fiduciary of the ERISA plan (the “Plan”) represents that such
fiduciary has been informed of and understands the Company’s investment
objectives, policies and strategies, and that the decision to invest “plan
assets” (as such term is defined in ERISA) in the Company is consistent with the
provisions of ERISA that require diversification of plan assets and impose other
fiduciary responsibilities.  The Purchaser or Plan fiduciary (a) is
responsible for the decision to invest in the Company; (b) is independent of the
Company and any of its affiliates; (c) is qualified to make such investment
decision; and (d) in making such decision, the Purchaser or Plan fiduciary has
not relied on any advice or recommendation of the Company or any of its
affiliates.

           

          (bb) The
Purchaser represents that it has complied with applicable
anti-terrorism/anti-money laundering measures, and the Purchaser is not in
violation of the Executive Order 13224 (the “Order”) or the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act or other anti-terrorist/anti-money laundering
measures.  Neither the Purchaser nor any of its equity owners is a
Specially Designated National as defined in the Order.

           

          


        

        
          6.          Representations and Warranties of the
Company.  The Company hereby acknowledges, represents,
warrants, and agrees as follows:

           

        

        
          (a) The
Company is duly organized, validly existing and in good standing under the laws
of the State of Illinois.  The Company is duly qualified to transact
business and is in good standing in each jurisdiction in which failure to do so
would have a material adverse effect on the assets, business, properties,
operations, financial condition or prospects of the Company and has all
requisite power to own its respective properties and to carry on its respective
businesses as now being conducted and as proposed to be
conducted.  The Company has all requisite power to execute, deliver
and perform its obligations under the offering documents entered into in
connection with the Offering by the Company, which offering documents include,
without limitation, this Subscription Agreement, the Registration Rights
Agreement, the BCA 6.10 Illinois form of Statement of Resolution Establishing
Series  and the Preferred Stock and Warrants issued in connection with
the Offering (the “Transaction Documents”);

           

          


        

        
          (b) The
execution and delivery of the Transaction Documents and the performance by the
Company of its obligations hereunder and thereunder and the consummation by the
Company of the transactions contemplated hereby have been duly authorized by the
Company and no other proceedings on the part of the Company are
necessary.  The person(s) executing the Transaction Documents on
behalf of the Company has all right, power and authority to execute and deliver
such agreements in the name and on behalf of the Company.  The
Transaction Documents have been duly executed and delivered by the Company and,
assuming the due authorization, execution and delivery hereof by the subscriber
hereto, will constitute the legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except as the same
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting the rights of creditors generally and the
availability of equitable remedies.

           

          (c)
Neither the execution and delivery by the Company of this Subscription Agreement
or any of the other Transaction Documents to which it is a party, nor the
offering, issuance or sale of the Units, the Preferred Stock, the 2008 Notes,
nor the 2009 Notes and any documents executed in connection therewith, nor the
fulfillment of or compliance with the terms and provisions hereof or thereof,
will conflict with, or result in a breach or violation of the terms, conditions
or provisions of, or constitute a default under, or result in the creation of
any Lien on any properties or assets of the Company pursuant to the
organizational documents of the Company, or any material contract, agreement,
mortgage, indenture, lease or instrument to which it is a party or by which it
is bound or to which its assets are subject, or any requirement of law to which
it or its assets are subject, which conflict, breach, violate, default or could
reasonably be expected to have a material adverse effect;

           

          (d) The
Company has filed in a timely manner (including pursuant to an extension thereof
on Form 12b-25) all required reports, proxy statements and other filings
required to be filed with or furnished to the Commission during the twelve (12)
months prior to the date of this Agreement (the “Exchange Act
Filings”).  On their respective dates of filing, the Exchange Act
Filings complied as to form in all material respects with the requirements of
the Exchange Act applicable to such Exchange Act Filings and the Exchange Act
Filings did not contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not
misleading, and all financial statements contained in the Exchange Act Filings
fairly present in all material respects the financial position of the Company on
the dates of such statements and the results of operations for the periods
covered thereby in accordance with GAAP consistently applied throughout the
periods involved and prior periods, except as otherwise indicated in the
Exchange Act Filings including the notes to such financial
statements;

           

          (e)
Trading in the Company’s Common Stock has not have been suspended by the
Commission or any trading market and at any time prior to the Closing, trading
in securities generally as reported by Bloomberg Financial Markets (“Bloomberg”)
has not have been suspended or limited, and minimum prices have not have been
established on securities whose trades are reported by
Bloomberg.  Except as set forth in the Exchange Act Filings, the
Company is, and has no reason to believe that it will not in the foreseeable
future continue to be, in compliance with all such listing and maintenance
requirements;

           

          (f) Since
December 31, 2009 and through the date of this Agreement except as otherwise
reflected in the Exchange Act Filings or the Memorandum, (a) the business of the
Company and its Subsidiaries has been carried on and conducted in all material
respects, in the ordinary course of business consistent with past practice and
(b) there has not been any material adverse effect or any fact, circumstance,
event, change, occurrence or effect that, individually or in the aggregate,
would be reasonably expected to have a material adverse effect, and (c) there
has not been: (i) any declaration, setting aside or payment of any dividend or
other distribution in cash, stock, property or otherwise in respect of the
Company’s or any of its Subsidiaries’ capital stock, except for any dividend or
distribution by a Subsidiary to the Company; (ii) any redemption, repurchase or
other acquisition of any shares of capital stock of the Company or any of its
Subsidiaries; (iii) any material change by the Company in its accounting
principles; or (iv) any material tax election made by the Company or any of its
Subsidiaries or any settlement or compromise of any material tax liability by
the Company or any of its Subsidiaries;

           

          (g) The
Company has also previously furnished the Purchaser the10-Q and the10-K, each as
filed with the Securities and Exchange Commission.  The capitalization
table as reflected in the 10-K is true and complete. The audited financial
statements therein contained present fairly, in all material respects, the
financial position of the Company as of December 31, 2009;

           

          (h) All
consents, approvals or authorizations of or declarations, registrations or
filings with any agency, authority, instrumentality, regulatory body, court,
administrative tribunal or other entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government
(including any central bank or similar monetary or regulatory authority), and
any corporation or other entity owned or controlled, through stock or capital
ownership or otherwise, by any of the foregoing (“Governmental Authority”) or
any other Person, including the holders of the 2008 Notes and the 2009 Notes,
including any creditor or stockholder of the Company, required in connection
with the execution or delivery by the Company of the Transaction Documents and
the Preferred Stock to which the Company is a party, or the performance by the
Company of its obligations hereunder and thereunder, or as a condition to the
legality, validity or enforceability of Transaction Documents and the Preferred
Stock have been obtained or effected on or prior to the date
hereof;

           

          (i) There
are no actions, suits, or proceedings pending, or, to the Company’s knowledge,
threatened against or affecting the Company, or any of its  properties
or rights which, if adversely determined, individually or in the aggregate would
have a material adverse effect.  There are no actions, suits or
proceedings pending, or, to the Company’s knowledge, threatened in writing
against the Company which seek to enjoin, or otherwise prevent the consummation
of, the transactions contemplated herein or to recover any damages or obtain any
relief as a result of any of the transactions contemplated herein in any court
or before any arbitrator of any kind or before or by any governmental
authority;

           

          (j) All
material agreements to which the Company or any of its Subsidiary are a party or
to which the property or assets of the Company or any of its Subsidiaries are
subject are included as part of or specifically identified in the Exchange Act
Filings;

           

          (k)
Except as may have been waived, the Company is not in default under or with
respect to any provision of any of its securities, organizational documents, or
of any agreement, undertaking, contract, indenture, mortgage, deed of trust or
other instrument, document or agreement to which it is a party or by which it or
any of its property is bound which, individually or together with all such
defaults, could reasonably be expected to have a material adverse
effect.

           

          (l) The
Company possesses all material franchises, certificates, licenses, permits,
registrations, and other authorizations from Governmental Authorities, that are
necessary for the ownership, maintenance and operation of their respective
properties and assets, and for the conduct of its businesses as now conducted,
and the Company is not in violation of any thereof in any material
respect;

           

          (m) The
Company is not now and has not been, at any time, during the past 10 years, a
shell company, as defined by Rule 405 of the Securities Act of
1933;

           

          (n)
Neither this Agreement nor any other document, certificate or statement
furnished to the Purchaser by or on behalf of the Company in connection
herewith, including but not limited to the Memorandum, contained, as of its
respective date, or now contains, any untrue statement of a material fact or as
of any such date omitted, or now omits, to state a material fact necessary in
order to make the statements contained herein and therein not
misleading.

           

          


        

        7.          Covenants.

         

        To the extent it may be required, the
Company shall file with the Commission a Current Report on Form 8-K (“Form 8-K”)
disclosing the sale of unregistered securities to the Purchaser, the entry into
this Subscription Agreement and a press release announcing the sale of the Units
to the Purchaser within the required time period.

         

        8.          Indemnification.  Each
of the parties hereto agrees to indemnify and hold harmless the other party
their respective officers, directors, employees, agents, control persons and
affiliates from and against all losses, liabilities, claims, damages, costs,
fees and expenses whatsoever (including, but not limited to, any and all
expenses incurred in investigating, preparing or defending against any
litigation commenced or threatened) based upon or arising out of any actual or
alleged false acknowledgment, representation or warranty, or misrepresentation
or omission to state a material fact, or breach by such party of any covenant or
agreement made by such party herein or in any other document delivered in
connection with the Transaction Documents.

         

        
          9.           Irrevocability; Binding
Effect.  The Purchaser hereby acknowledges and agrees that the
subscription hereunder is irrevocable by the Purchaser, except as required by
applicable law, and that this Subscription Agreement shall survive the death or
disability of the Purchaser and shall be binding upon and inure to the benefit
of the parties and their heirs, executors, administrators, successors, legal
representatives, and permitted assigns.  If the Purchaser is more than
one person, the obligations of the Purchaser hereunder shall be joint and
several and the agreements, representations, warranties, and acknowledgments
herein shall be deemed to be made by and be binding upon each such person and
such person’s heirs, executors, administrators, successors, legal
representatives and permitted assigns.

           

          10.           Modification.  This
Subscription Agreement shall not be modified or waived except by an instrument
in writing signed by the party against whom any such modification or waiver is
sought.

           

          


        

        
          11.           Notices.  Any notice
or other communication required or permitted to be given hereunder shall be in
writing and shall be mailed by certified mail, return receipt requested, or
delivered against receipt to the party to whom it is to be given (a) if to the
Company, at the address set forth above or (b) if to the Purchaser, at the
address set forth on the signature page hereof (or, in either case, to such
other address as the party shall have furnished in writing in accordance with
the provisions of this Section 12).  Any notice or other communication
given by certified mail shall be deemed given at the time of certification
thereof, except for a notice changing a party’s address which shall be deemed
given at the time of receipt thereof.

           

          


        

        
          12.          Assignability.  This
Subscription Agreement and the rights, interests and obligations hereunder are
not transferable or assignable by the Purchaser and the transfer or assignment
of the Units, the Preferred Stock, the Warrants, the Registration Rights and the
shares of Common Stock issuable by the Company upon the conversion of or payment
of dividends on the Preferred Stock, or upon exercise of the Warrants shall be
made only in accordance with all applicable laws.

           

          13.          Applicable
Law.  This Subscription Agreement shall be governed by and
construed under the laws of the State of Illinois as applied to agreements among
Illinois residents entered into and to be performed entirely within
Illinois.  Each of the parties hereto (1) agree that any legal suit,
action or proceeding arising out of or relating to this Agreement shall be
instituted exclusively in the 19th
Judicial Circuit Court of Lake County, Illinois, or in the United States
District Court for the Northern District of Illinois, (2) waive any objection
which the Company may have now or hereafter to the venue of any such suit,
action or proceeding, and (3) irrevocably consent to the jurisdiction of the
19th
Judicial Circuit Court of Lake County, Illinois, and the United States District
Court for the Northern District of Illinois in any such suit, action or
proceeding.  Each of the parties hereto further agrees to accept and
acknowledge service of any and all process which may be served in any such suit,
action or proceeding in the 19th
Judicial Circuit Court of Lake County, Illinois, or in the United States
District Court for the Northern District of Illinois and agrees that service of
process upon it mailed by certified mail to its address shall be deemed in every
respect effective service of process upon it, in any such suit, action or
proceeding.  THE PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
THIS SUBSCRIPTION AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED
HEREBY.

           

          14.          Blue Sky
Qualification.  The purchase of Units under this Subscription
Agreement is expressly conditioned upon the exemption from qualification of the
offer and sale of the Units from applicable Federal and state securities
laws.  The Company shall not be required to qualify this transaction
under the securities laws of any jurisdiction and, should qualification be
necessary, the Company shall be released from any and all obligations to
maintain its offer, and may rescind any sale contracted, in the
jurisdiction.

           

          15.          Use of
Pronouns.  All pronouns and any variations thereof used herein
shall be deemed to refer to the masculine, feminine, neuter, singular or plural
as the identity of the person or persons referred to may require.

           

          16.          Confidentiality.  The
Purchaser acknowledges and agrees that any information or data the Purchaser has
acquired from or about the Company, not otherwise properly in the public domain,
was received in confidence (the “Information”).  The Purchaser agrees
not to divulge, communicate or disclose, except as may be required by law or for
the performance of this Subscription Agreement, or use to the detriment of the
Company or for the benefit of any other person or persons, or misuse in any way,
any confidential information of the Company, including any scientific,
technical, trade or business secrets of the Company and any scientific,
technical, trade or business materials that are treated by the Company as
confidential or proprietary, including, but not limited to, ideas, discoveries,
inventions, developments and improvements belonging to the Company and
confidential information obtained by or given to the Company about or belonging
to third parties.  The Purchaser represents that each of its equity
owners have signed similar confidentiality agreements covering the
Information.

           

          


        

        
          17.          Miscellaneous.

           

          


        

        
          (a)            This
Subscription Agreement, together with the Warrants, the BCA 6.10 Illinois form
of Statement of Resolution Establishing Series, the Preferred Stock, and the
Registration Rights Agreement constitute the entire agreement between the
Purchaser and the Company with respect to the subject matter hereof and
supersede all prior oral or written agreements and understandings, if any,
relating to the subject matter hereof.  The terms and provisions of
this Subscription Agreement may be waived, or consent for the departure
therefrom granted, only by a written document executed by the party entitled to
the benefits of such terms or provisions.

           

          


        

        
          (b)           Each
of the Purchaser’s and the Company’s representations and warranties made in this
Subscription Agreement shall survive the execution and delivery hereof and
delivery of the Preferred Stock, the Warrants, the Registration Rights
Agreement, and the Common Stock issuable upon conversion of the Preferred Stock
or in payment of the dividends accrued thereon, or issuable upon the exercise of
the Warrants.

           

          (c)           Each
of the parties hereto shall pay its own fees and expenses (including the fees of
any attorneys, accountants, appraisers or others engaged by such party) in
connection with this Subscription Agreement and the transactions contemplated
hereby whether or not the transactions contemplated hereby are
consummated.

           

          (d)           This
Subscription Agreement may be executed in one or more counterparts each of which
shall be deemed an original, but all of which shall together constitute one and
the same instrument.

           

          (e)           Each
provision of this Subscription Agreement shall be considered separable and, if
for any reason any provision or provisions hereof are determined to be invalid
or contrary to applicable law, such invalidity or illegality shall not impair
the operation of or affect the remaining portions of this Subscription
Agreement.

           

          (f)           Paragraph
titles are for descriptive purposes only and shall not control or alter the
meaning of this Subscription Agreement as set forth in the text.

           

          


        

        
          
            	
                     
      

                  	
                    -
      REMAINDER OF THIS PAGE IS BLANK -

                  


          

           

          


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        
          


           

          


        

        ANTI-MONEY
LAUNDERING REQUIREMENTS

        


        


        
          	
                  The
      USA PATRIOT Act

                   

                	
                  What
      is money laundering?

                	
                  How
      big is the problem and why is it important?

                
	
                   

                  The
      USA PATRIOT Act is designed to detect, deter, and punish terrorists in the
      United States and abroad.  The Act imposes new anti-money
      laundering requirements on brokerage firms and financial
      institutions.  Since April 24, 2002 all brokerage firms have
      been required to have new, comprehensive anti-money laundering
      programs.

                   

                  To
      help you understand theses efforts, we want to provide you with some
      information about money laundering and our steps to implement the USA
      PATRIOT Act.

                	
                   

                  Money
      laundering is the process of disguising illegally obtained money so that
      the funds appear to come from legitimate sources or
      activities.  Money laundering occurs in connection with a wide
      variety of crimes, including illegal arms sales, drug trafficking,
      robbery, fraud, racketeering, and terrorism.

                	
                   

                  The
      use of the U.S. financial system by criminals to facilitate terrorism or
      other crimes could well taint our financial markets.  According
      to the U.S. State Department, one recent estimate puts the amount of
      worldwide money laundering activity at $1 trillion a
  year.

                


        

        


        
          	 
      
	
                   

                  Under
      new rules required by the USA PATRIOT Act, our anti-money laundering
      program must designate a special compliance officer, set up employee
      training, conduct independent audits, and establish policies and
      procedures to detect and report suspicious transaction and ensure
      compliance with the new laws.

                	
                   

                  As
      part of our required program, we may ask you to provide various
      identification documents or other information.  Until you
      provide the information or documents we need, we may not be able to effect
      any transactions for you.

                


        

        


        


        


        



        
          
             


          

          
             


            
              

            

          

          
             


          

        


        Z
TRIM HOLDINGS, INC.

        SIGNATURE
PAGE TO

        SUBSCRIPTION
AGREEMENT,

        
          


        

        
          Purchaser
hereby elects to purchase a total of ______ Units at a price of $________ per
Unit (NOTE: to be completed by the Purchaser).

          


          


          Date
(NOTE: To be completed by the Purchaser): __________________, 2010

          


        

        If the
Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN
COMMON, or as COMMUNITY PROPERTY:

        


        ____________________________                                                                ______________________________

        Print
Name(s)                                                                              Social
Security Number(s)

        


        ___________________________                                                          ______________________________

        Signature(s) of
Purchaser(s)                                                                        Signature

        


        ____________________________                                                                ______________________________

        Date                                                      Address

           

                              If the Purchaser is a
PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST:

        


        


        Name

        By:           ______________________________

        Name

                      ______________________________

                      Federal Taxpayer
Identification Number

        


        By:_________________________                                                                ______________________________

        Name:                                                                State of
Organization

        Title:

        


        ___________________________                                                          ______________________________

        Date                                                                         Address

        


        


        Z
TRIM HOLDINGS, INC.

        


        


        


        By:           __________________________

        Authorized Officer


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        Z
TRIM HOLDINGS, INC.

        ACCREDITED
INVESTOR CERTIFICATION

        


        For
Individual Investors Only

        (all
Individual Investors must INITIAL where
appropriate):

        


        
          	
                  Initial
      _______

                	
                  I
      certify that I have a net worth
      (including home, furnishings and automobiles) in excess of $1 million
      either individually or through aggregating my individual holdings and
      those in which I have a joint, community property or other similar shared
      ownership interest with my spouse.

                


        

        
          	
                  Initial
      _______

                	
                  I
      certify that I have had an
      annual gross income for the past two calendar years of at least $200,000
      (or $300,000 jointly with my spouse) and expect my income (or joint
      income, as appropriate) to reach the same level in the current
      year.

                


        

        
          	
                  Initial
      _______

                	
                  I
      certify that I am a director or
      executive officer of Z Trim Holdings, Inc. (the “Company”).

                


        

        


        
          	
                   
      

                	
                  For
      Non-Individual Investors

                


        

        
          	
                   
      

                	
                  (all
      Non-Individual Investors must INITIAL where
      appropriate):

                


        

        


        
          	
                  Initial
      _______

                	
                  The
      undersigned certifies that it is a partnership, corporation, limited
      liability company or business trust that is 100% owned by persons who meet
      one of the criteria for Individual Investors,
  above.

                


        

        
          	
                  Initial
      _______

                	
                  The
      undersigned certifies that it is a partnership, corporation, limited
      liability company or business trust that has total assets in excess $5
      million and was not formed for the purpose of investing in the
      Company.

                


        

        
          	
                  Initial
      _______

                	
                  The
      undersigned certifies that it is an employee benefit plan whose investment
      decision is made by a plan fiduciary (as defined in ERISA §3(21)) that is
      a bank, savings and loan association, insurance company or registered
      investment adviser.

                


        

        
          	
                  Initial
      _______

                	
                  The
      undersigned certifies that it is an employee benefit plan whose total
      assets exceed $5,000,000 as of the date of the Subscription
      Agreement.

                


        

        
          	
                  Initial
      _______

                	
                  The
      undersigned certifies that it is a self-directed employee benefit plan
      whose investment decisions are made solely by persons who meet either of
      the criteria for Individual Investors,
above.

                


        

        
          	
                  Initial
      _______

                	
                  The
      undersigned certifies that it is a U.S. bank, U.S. savings and loan
      association or other similar U.S. institution acting in its individual or
      fiduciary capacity.

                


        

        
          	
                  Initial
      _______

                	
                  The
      undersigned certifies that it is a broker-dealer registered pursuant to
      §15 of the Securities Exchange Act of
1934.

                


        

        
          	
                  Initial
      _______

                	
                  The
      undersigned certifies that it is an organization described in §501(c)(3)
      of the Internal Revenue Code with total assets exceeding $5,000,000 and
      not formed for the specific purpose of investing in the
      Company.

                


        

        
          	
                  Initial
      _______

                	
                  The
      undersigned certifies that it is a trust with total assets in excess of
      $5,000,000, not formed for the specific purpose of investing in the
      Company, and whose purchase is directed by a person with such knowledge
      and experience in financial and business matters that he is capable of
      evaluating the merits and risks of the prospective
    investment.

                


        

        
          	
                  Initial
      _______

                	
                  The
      undersigned certifies that it is a plan established and maintained by a
      state or its political subdivisions, or any agency or instrumentality
      thereof, for the benefit of its employees, and which has total assets in
      excess of $5,000,000.

                


        

        
          	
                  Initial
      _______

                	
                  The
      undersigned certifies that it is an insurance company as defined in §2(13)
      of the Securities Act of 1933, as amended, or a registered investment
      company.

                


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        Z
TRIM HOLDINGS, INC.

        


        Investor
Profile

         

        (Must be completed by
Investor)

        


        Section
A - Personal Investor Information

         

        


        Investor
Name(s):
_____________________________________________________________________________________

         

        Individual
executing Profile or Trustee:
____________________________________________________________________________

         

        Social
Security Numbers / Federal I.D. Number:
__________________________________________________________________

         

        


        Date of
Birth:                                _________________                                              Marital
Status:                              _________________

        


        Joint
Party Date of
Birth:           
_________________              Investment Experience
(Years):     _______

        


        Annual
Income:                            _________________                                              Liquid
Net
Worth:                                        _____________

        


        Net
Worth: ________________

        Home
Street Address:
_____________________________________________________________________________________

         

        Home
City, State & Zip Code:
_____________________________________________________________________________________

         

        Home
Phone: ________________________ Home Fax: ________________________

         

        Home
Email: _______________________________

         

        Employer:
_____________________________________________________________________________________

         

        Employer
Street Address:
_____________________________________________________________________________________

         

        Employer
City, State & Zip Code:
_____________________________________________________________________________________

         

        Bus.
Phone: __________________________ Bus. Fax:
__________________________

         

        Bus.
Email: ________________________________

         

        Type of
Business:
_____________________________________________________________________________________