greenlife Tuesday, 09/02/14 05:27:08 PM Re: None Post # of 735 The information contained below in Item 8.01 is hereby incorporated by reference into this Item 3.02. Pursuant the Agreement it entered into with Greentek Fluid Innovations, LLC (“GFI”), as more particularly described in Item 8.01 below, Green Earth Technologies, Inc. (the “Company”) agreed to issue the Shares (as more particularly described in Item 8.01 below.) The issuance of the Shares to GFI pursuant to the Agreement will be exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Sections 4(a)(2) and 4(a)(5) thereunder. Item 8.01: Other Events On August 27, 2014 the Company and GFI executed and delivered a Strategic Relationship Agreement, dated as of August 21, 2014 (the “Agreement”). Under the Agreement, the Company purchased all of the intellectual property owned by GFI and developed in collaboration with Inventek Colloidal Cleaners, LLC and/or Dr. Paul Andrecola and appointed GFI as a Master Distributor with respect to the Company’s products and provide services related to and in support of efforts in which GFI has oil & gas expertise. The existing GFI distribution agreements will be amended to conform to the terms of the Agreement as the GFI products related to their intellectual property will be re-branded G-CLEAN® or to reflect other Company owned brands that are sold by Company. The Agreement terminates June 30, 2019. As consideration for the intellectual property transferred and services to be performed by GFI under the Agreement, the Company agreed to issue 10,000,000 shares (the “Shares”) of its common stock, par value $0.001 per share to GFI. On September 2, 2014, the Company issued a press release, with respect the Agreement, attached hereto as Exhibit 99.1.