SALE OF EQUITY SECURITIES

UNREGISTERED SALE OF EQUITY SECURITIES
During the period from January 2009 through March 5, 2009 GreenShift issued 55,211,905 shares of its common stock. There are now 150,356,886 shares of common stock outstanding. The 55,211,905 shares were issued in separate transactions with three investors, each of whom exercised its right to convert derivative securities issued by GreenShift in prior periods. The issuances were exempt from registration under Section 5 of the Securities Act by reason of Section 4(2) of said Act, as the investors were sophisticated, were given access to information about GreenShift, and had taken the securities for investment. There were no underwriters.

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