A GREEMENT
by and between
Z Trim Holdings, Inc.
,
(Hereinafter referred to as "Z
Trim" or the “Company”)
and
John Malinowski d/b/a M&M
Services (collectively
hereinafter referred to as "M&M")
W
HEREAS, Z Trim has purchased certain equipment
(described in Appendix A, and said equipment hereinafter referred
to as “Equipment”) from M&M, and
W
HEREAS , the parties have agreed that the price of the
equipment and installation of such would be $60,000; and
W
HEREAS , Z Trim has an unpaid balance of $60,000;
and
W
HEREAS , M&M agrees to convey title to the
equipment free and clear of all liens and to forgive the unpaid
balance of $60,000 (the “Balance”) in
exchange for 6 units, each consisting of 10,000 shares
of the common stock $0.00005 par value per share of the
Company (the “Common Stock”) and
a warrant to purchase 15,000 shares of Common Stock at $1.50 per
share (the Warrants and together with the Common Stock the
“Units”) pursuant to the terms and
conditions of the current equity offering of the Company as set
forth in the Private Placement Memorandum and exhibits thereto
dated February 11, 2009, attached hereto as Appendix B, with the
exception that M&M will be provided 15,000 warrants
per Unit rather than 10,000 (the “February 11, 2009
PPM”);
W
HEREAS , M&M acknowledges receipt and review of Z
Trim’s convertible debt offering (described in detail in the
Private Placement Memorandum dated March 25, 2009,) (“March
25, 2009, PPM”) and has chosen the equity offering over the
convertible debt offering;
W
HEREAS, John Malinowski has acknowledged to
the Company that he is an accredited investor as that term is
defined in Rule 502 of Regulation D;
W
HEREAS , M&M acknowledges receipt and review of (a)
Z Trim’s Form 10-K for the year ended December 31, 2008,
filed with the SEC on April 15, 2009; and (b) Z Trim’s Form
8-Ks filed with the SEC on April 21, 2009 and March 31,
2009.
N
OW THEREFORE,
in consideration of the foregoing
premises which are incorporated into this agreement; the mutual
promises herein made, the covenants and representations herein
contained and other good and valuable consideration the receipt and
adequacy of which is hereby acknowledge,, the
Parties agree as follows:
Investment
in February 11, 2009 PPM
M&M hereby
agrees to purchase, and Z Trim agrees to allow M&M to
purchase 6 Units in accordance (other than
with respect to the number of Warrants as herein specified) with
the terms of the offering and related exhibits set forth in the
February 11, 2009 PPM and to apply the Balance in consideration
thereof.
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Delivery of
Shares and Warrants
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The Company
agrees to deliver certificates representing the shares
of the Common Stock and Warrants comprising
the
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