Replies to post #3411 on Greenshift Corporation (GERS)

[lightbeam]

At the bottom of agreement.

Section 6 Payment Milestone

In the event that GS AgriFuels and/or any of its affiliates fails to pay Lender
a minimum of $7,500,000 on or before July 1, 2008, or a minimum of $15,000,000
on or before September 30, 2008, or a minimum of $25,000,000 on or before
December 31, 2008, then, within no more than 60 days of GS CleanTech's receipt
of written notice from Lender, GS CleanTech shall take GS AgriFuels public again
as provided herein (the "Go Public Transaction")

(a) Go Public Transaction

As used herein, the term "Go Public Transaction" shall refer to either
a distribution of GS AgriFuels shares to GS CleanTech's shareholders,
or a reverse-merger with an affiliate of GS CleanTech, or a
reverse-merger with a separate public shell; or, if GS CleanTech fails
to timely complete any of the foregoing transactions, then GS
CleanTech shall be obligated to facilitate a reverse-merger of GS
AgriFuels with a public shell of Lender's choosing, which public shell
may owe Lender up to $2,000,000 in convertible or other debt to be
assumed by GS AgriFuels.

Section 7 Additional Conditions

(a) Cost of Go Private Transaction

The aggregate Shareholder Cash Payment shall not exceed $1,000,000
unless waived by the Lender.

(b) Appraisal Rights

The per share Equity Value as determined by the Valuation Report shall
be equal to or less than 1.2 times the per share Shareholder Cash
Payment, unless waived by the Lender. In the event and to the extent
that the per share Equity Value exceeds the per share Shareholder Cash
Payment, then GS CleanTech shall pay or cause to be paid to GS
AgriFuels' unaffiliated minority shareholders of record as of the date
of the Go Private Transaction an additional per share cash sum equal
to the per share difference between the per share Equity Value and the
per share Shareholder Cash Payment.

(c) Failure to Meet Additional Conditions

In the event that the conditions provided in Section 7(a) and 7(b)
hereof are not met, then, within no more than 60 days of GS
CleanTech's receipt of written notice from Lender, GS CleanTech shall
take GS AgriFuels public again via a qualified Go Public Transaction.

http://www.sec.gov./Archives/edgar/data/1269127/000126912708000021/0001269127-08-000021.txt