8-K

ENTRY INTO MATERIAL DEFINITIVE AGREEMENT


On June 17, 2010, GreenShift Corporation and its subsidiaries signed a series of agreements with YA Global Investments, L.P. ("YA Global") to reduce and restructure GreenShift’s convertible debt to YA Global

Summary of Transaction


The agreements call for the creation of a joint venture entity, YA Corn Oil Systems, LLC (“YA Corn Oil” or the “Joint Venture Company”), into which GreenShift has agreed to transfer up to five GreenShift-owned corn oil extraction facilities based on GreenShift’s patented and patent-pending technologies. In exchange, YA Global has agreed to reduce up to $11,700,000 of the convertible debt issued by GreenShift to YA Global. GreenShift will also receive a 20% equity stake in the Joint Venture Company and the right to receive 20% of the Joint Venture Company’s distributable cash upon the realization by the Joint Venture Company of a 20% internal rate of return on its invested capital.

GreenShift further agreed to provide management services to the Joint Venture Company for the ongoing operation and maintenance of the transferred extraction facilities in exchange for certain management and brokerage fees, as well as earnings-based performance bonuses to be paid in the form of up to another $6,000,000 in reduction of GreenShift’s convertible debt YA Global.

If all of the contemplated transfers are completed, GreenShift’s convertible debt due to YA Global will be reduced from about $42 million to about $30 million. This amount can be reduced further down to about $24 million upon realization by GreenShift of the performance bonuses noted above. In addition, the maturity date for the remaining convertible debt due from GreenShift to YA Global will be extended from March 31, 2011 to December 31, 2012.
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