AGREEMENT FOR THE PURCHASE OF ALL OF THE SHARES OF CAPITAL STOCK OF COLLINS CONSTRUCTION, INC.

THIS AGREEMENT FOR THE PURCHASE OF SHARES OF CAPITAL STOCK OF COLLINS CONSTRUCTION, INC. (the “Agreement”) made this _____ day of March, 2010, with an Effective Date of March 31, 2010 (the “Effective Date”), by and between Collins Construction, Inc., a Colorado corporation (“Collins”), FRANK W. COLLINS and JOSHUA GOODSELL, being all of the shareholders of Collins (the “Sellers”), and GeoBio Energy, Inc., a publicly traded Colorado corporation (hereinafter either the  220;Purchaser” or “GeoBio”), and for the purpose of setting forth the terms and conditions upon which the Sellers will sell to GeoBio One Hundred Percent (100%) of Collins’s issued and outstanding capital stock and capital stock equivalents (hereinafter defined).

WITNESSETH:

WHEREAS, the Sellers and GeoBio shall appoint a mutually agreeable escrow agent acceptable to, and for the benefit of, the Sellers, to manage the transfer of consideration received from GeoBio for the sale of the Capital Stock (hereinafter defined) of Collins.  Collins shall bear any and all commissions or other transaction fees payable to David Moore and/or Business World Brokers, Inc.

NOW, THEREFORE, in consideration of the mutual promises, covenants and representations contained herein, the parties herewith agree as follows:

1.01           Sale of Shares.  Subject to the terms and conditions of this Agreement, the Sellers agree to sell to GeoBio, One Hundred Percent (100%) of the total issued and outstanding capital stock, securities convertible into capital stock and all capital stock equivalents of Collins held by the Sellers in such amounts as set forth in Schedule 1.01, as of the date first written above (herein collectively referred to as the “Capital Stock”), and GeoBio agrees to purchase the Capital Stock for the following consideration (th e “Purchase Price Consideration”), subject to the covenants stated in Article V and to the terms and conditions of this Agreement, generally:

(a)	Cash Consideration. The Purchaser shall tender Eight Million U.S. Dollars in cash ($8,000,000.00) (the “Cash Consideration”) to Sellers at Closing (defined in Section 4.01, herein), which amount shall be payable as follows:

(i)

On or before March 31, 2010, the sum of Fifty Thousand Dollars ($50,000) shall be deposited with Escrow Agent (defined in Section 1.02, herein) as earnest money and applied pursuant to the provisions of this Agreement (the “Earnest Money”).  In the event Purchaser fails to perform its obligation to close the transaction contemplated herein, the Earnest Money shall constitute liquidated damages and shall be forfeited by Purchaser and retained on behalf of Sellers; and

(ii)

The balance of the Cash Consideration shall be paid to Sellers at Closing in certified funds, by local cashier’s check, wire transfer or in other good funds acceptable to Seller.

The parties acknowledge that GeoBio intends to obtain such Cash Consideration prior to the Closing Date through third-party financing (the “Financing”).

(b)

Promissory Note. GeoBio shall also tender to Sellers, at Closing, a Five (5) year, 8% Subordinated Promissory Note (the “Note”) in the amount of Two Million Five Hundred Thousand U.S. Dollars ($2,500,000.00), with annual interest payable on a quarterly basis.  The Note shall be fully subordinate to institutional lenders and debt investors and, in form and in substance, satisfactory to such lenders.

(c)	Payoff of Vehicle Loans. At Closing, GeoBio shall pay off or otherwise refinance the then remaining principal balances associated with the loan and financing agreements set forth on Schedule 1.01(c), causing Sellers to be released and removed as Guarantors thereunder.

(d)

Assumption of Lease Agreements.  GeoBio shall assume the debt obligations owed under certain equipment lease agreements consistent with the equipment lease agreements set forth on Schedule 1.01(d) and cause Sellers to be released and removed as Guarantors under such equipment lease agreements at or prior to Closing.

1.02           Escrow Agent/Broker.  Stewart Title of Glenwood Springs, Inc., 1620 Grand Avenue, Glenwood Springs, Colorado 81601 (“Escrow Agent”), shall act on behalf of both parties  to coordinate the delivery of the Purchase Price Consideration in exchange for delivery of the Capital Stock and all certificates, corporate books and records of Collins (the “Corporate Documents,” as detailed in Section 2.14), and to coordinate distribution of the Purchase Price Consideration.  Collins shall bear any and all commissions payable to David Moore and/or Busin ess World Brokers, Inc., and all other transaction fees associated with the Closing of the Agreement.

1.03           Exchange.  It is agreed that the entire Purchase Price Consideration will be transferred to the Escrow Agent by GeoBio prior to, or upon, the Closing Date (defined below), in exchange for the Capital Stock purchased by way of this Agreement.  The Capital Stock delivered to GeoBio by Collins shall be at the time of transfer held in the name(s) and denomination(s) as detailed in Schedule 1.01, consisting of all the current shareholders of Collins and setting forth the number of their respective shares, actual copies of which stock certificates are attached hereto at Exhibit 1.03 (which shall show 100% of the issued and outstanding Common Stock of Collins), and the Corporate Documents (defined herein) shall be transferred to, and shall remain with the Escrow Agent until the transaction closes at which point the Escrow Agent:  (i) shall forward the Capital Stock and the Corporate Documents of Collins to GeoBio; (ii) shall transfer the Cash Consideration to Sellers’ designated account(s) and deliver the Note to Sellers; and (iii) take such other actions as necessary to close the transaction as contemplated herein.

1.04           Opening of Escrow.  Upon both the signing of this Agreement and Escrow Agent’s receipt of the Earnest Money, the escrow shall be opened and in effect.

1.05           Date of Closing.  The Closing will take place on or before June 1, 2010 (the “Closing Date”), under the terms described in Article IV of this Agreement at the offices of Escrow Agent.

1.06           Purchaser’s Right to Extend Closing Date.  Purchaser shall have the right and option to extend the Closing Date until July 1, 2010 (the “Extended Closing Date”), for and in consideration of the following:

(a)           Purchaser’s deposit of an additional Fifty Thousand Dollars ($50,000) with Escrow Agent on or prior to June 1, 2010.  In the event Purchaser extends the Closing Date, such Fifty Thousand Dollar ($50,000) payment shall be delivered to Sellers at Closing and credited against the Cash Consideration due at Closing.

(b)           Purchaser shall issue Two Hundred Thousand (200,000) shares of GeoBio’s common stock to Sellers within fifteen (15) days following GeoBio’s next reverse split of its issued and outstanding stock (the “Reverse Stock Split”), which GeoBio expects to occur prior to September 1, 2010, but in no event later than December 31, 2010.  In the event the Reverse Stock Split does not take effect prior to June 1, 2010, Purchaser shall provide Sellers additional written evidence of the Sellers’ right to and ownership in the Two Hundred Thousand (200,000) shares of GeoBio common stock.

In the event Purchaser extends the Closing Date, but fails to perform its obligation to close the transaction contemplated herein, the Earnest Money, as well as all payments and consideration required to extend the Closing Date, shall constitute liquidated damages and shall be forfeited by Purchaser and retained on behalf of Sellers.

 

Collins and the Sellers hereby represent and warrant to GeoBio, the following:

2.01           Organization.  Collins is a corporation duly organized in the State of Colorado and has all necessary corporate powers to conduct business.  All actions taken by the incorporators, directors and/or shareholders of Collins have been valid and in accordance with the laws of the State of Colorado.

2.02  Auditability.    Collins shall provide auditable  financial information necessary for GeoBio to construct accurate financial statements (including income statements, balance sheets and statements of cash flow) in accordance with Generally Accepted Accounting Principles (“GAAP”) for years 2007, 2008, 2009 and the “stub” period for 2010.

2.03           Capital.  The authorized capital stock of Collins currently consists of 100,000 shares of common stock, without par value, of which a total of 2,000 shares have been issued and are outstanding (“Common Stock”) (collectively, the Common Stock and any and all common stock equivalents and/or prefer stock or other forms of equity are referred to collectively as the Collins’ “Capital Stock”).  At the Closing, One Hundred Percent (100%) of all of the outstanding Capital Stock shall be transferred to GeoBio.  Additionally, upon Closing, there will be no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating Collins to issue or to transfer from treasury any additional shares of its Capital Stock.  Furthermore, the Sellers represent that they have title to, or the authority to direct, all outstanding shares of Capital Stock as fully paid and non-assessable and in accordance with the State of Colorado corporate law and the applicable securities laws of the United States.

2.04           Financial Statements and Tax Returns.  Collins has delivered to GeoBio true and complete copies of the unaudited balance sheets consisting of QuickBook files as of December 31, 2009 (the “Financial Statements”).  Collins has also delivered to GeoBio true and complete copies of Collins’ federal and state income tax returns for its 2007 and 2008 tax years.

2.05  Absence of Changes.  Collins warrants and represents that since December 31, 2009, there have been no changes in the financial condition or operations of Collins except for changes in the ordinary course of business or as a result of customary seasonal variations.

(a)

Closing Financial Statements.  Any changes to the financial condition of Collins, or absence thereof, will be evidenced by true and complete copies of the unaudited balance sheets consisting of QuickBook files as of April 30, 2010, to be submitted to GeoBio at Closing (the “Closing Financial Statements”).  A list referred to as “Schedule 2.05(a),” which references the existing and ongoing liabilities to be taken over by GeoBio upon Closing, will be provided prior to Closing, and   Schedule 2.05(a) will be deemed accepted by GeoBio, upon GeoBio’s review and signature of Schedule 2.05(a) prior to or at Closing.  The Closing Financial Statements shall accurately depict the financial condition of Collins as of April 30, 2010, and; subsequent thereto, Collins shall not, except in the ordinary course of business, purchase, or enter into any contracts to purchase, any assets, nor dispose, assign, transfer, or encumber any assets shown on the Closing Financial Statements without the written consent of GeoBio.

(b)

Working Capital of the Company at Closing.  At Closing, Collins shall have Working Capital of One Million U.S. Dollars ($1,000,000).  For the purposes of this paragraph, Working Capital shall consist of all Accounts Receivable, plus cash, less Accounts Payable.  All work in progress performed through the day prior to Closing, whether billed or not, shall be allocated a dollar value in accordance with Collins’ established billing practices and included in Accounts Receivable, prior to Closing.  If at Closing the Working Capital is less than One Million U.S. Dollars ($1,000,000.00), then GeoBio shall reduce the Cash Consideration by the amount of the difference.  If at Closing the Working Capital is greater than One Million U.S. Dolla rs ($1,000,000.00), then the excess shall be distributed to Sellers out of the cash portion of Working Capital.  In the event such distribution of cash to Sellers is not sufficient to reduce the Working Capital to One Million U.S. Dollars ($1,000,000.00), Purchaser shall select Accounts Receivable to be assigned to Sellers in an amount equal to the remaining difference.

2.06           Liabilities.  Collins, at the signing of this Agreement, does not and will not, as of Closing, have any debt, liability, or obligation of any nature, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, that is not reflected in the corporate records of Collins submitted to GeoBio and/or included in Schedules 1.01(c), 1.01(d), 2.05(a), 2.07 and 2.10.  Additionally, Sellers represent:

(a)	Other than those disclosed herein, Collins is not aware of any pending, threatened or asserted claims, lawsuits or contingencies involving Collins.  There is no other dispute of any kind between Collins and any third party, and no such dispute will exist at the Closing; and

(b)	At the time of the delivery of the Cash Consideration at the Closing, the assets of Collins shall be free and clear of all liens and encumbrances EXCEPT the liabilities to be paid off by GeoBio listed on Schedule 1.01(c), and the assumed liabilities listed on Schedule 1.01(d).

2.07           Tax Returns.  Within the times and in the manner prescribed by law, Collins will file all federal, state, and local tax returns required by law for periods prior to January 1, 2010.  Sellers agree to prepare and file Collins’ final S-Corporation tax return for January 1, 2010 through Closing and shall furnish a copy thereof to Purchaser upon filing the same with the IRS.  Collins has paid, or will pay by the Closing, all taxes, assessments, and penalties due and payable.  There is currently ongoing an IRS examination of Collins’ federal income tax returns for 2008 and prior years.  Sellers agree that GeoBio and/or Collins are hereby indem nified by Sellers from any liability, damages and expenses arising in connection with Collins’ federal and state income tax returns for 2009 and prior years.  There shall be no other taxes of any kind due or owing except the following:  federal excise taxes which come due after March15th; employee payroll taxes subsequent to the last required quarterly payment; a list referred to as “Schedule 2.07” which references the federal excise taxes, segment fees taxes and employee payroll taxes payable by GeoBio upon Closing will be provided prior to Closing.  Schedule 2.07 will be deemed accepted by GeoBio upon GeoBio’s review and signature of Schedule 2.07 at or prior to Closing.