AGREEMENT FOR THE PURCHASE OF ALL OF THE
SHARES OF CAPITAL STOCK OF
H&M PRECISION PRODUCTS, INC.
THIS AGREEMENT FOR THE PURCHASE OF SHARES OF CAPITAL STOCK OF H&M
PRECISION PRODUCTS, INC. (the “ Agreement ”) made this _____________ day of March 2010, by and
between H&M Precision Products, Inc., Inc., a New Mexico corporation (“ H&M ”), the security holders of
H&M (the “ Sellers ”), GeoBio Energy, Inc., a publicly traded Colorado corporation (“ 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 H&M’s issued and outstanding capital stock and capital stock equivalents (hereinafter defined).
WHEREAS, the Sellers and GeoBio shall appoint Val R. Jolley, Esq. or an 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 H&M. H&M shall bear any and all commissions or other transaction
fees payable to ABC Advocate Business Consultants, Inc.
NOW, THEREFORE, in consideration of the mutual promises, covenants and representations contained
herein, the parties herewith agree as follows:
SALE OF SHARES OF CAPITAL STOCK
1.01 Sale of Shares . Subject to the terms and conditions of this Agreement, the Sellers agree to
sell to GeoBio, pursuant to Section 4(2) of the Securities Act of 1933 (the “ Securities Act ”), one hundred
percent (100%) of the total issued and outstanding common stock (defined herein), held by the Sellers in such
amounts as set forth in Schedule 1.01 , securities convertible into capital stock and all capital stock equivalents of
H&M as of the date first written above (herein collectively referred from time to time as the “ Capital Stock ”),
and GeoBio agrees to purchase the Capital Stock for the following consideration (the “ Purchase Price ”)
subject to the covenants stated in Section 5 of A