Unassociated Document


    LOCK
      UP LETTER AGREEMENT

     

     

    _______________
      ___, 200__

     

    Malibu
      Minerals, Inc.

    Suite
      2200-1177 West Hastings Street

    Vancouver,
      British Columbia

    Canada
      V6E 2K3

    


    Flex
      Fuels Energy Limited

    C/O
      Hunton & Williams

     

    30
      St.
      Mary Axe

     

    London
      EC3A 8EP

     

    Ladies
      and Gentlemen:

     

    The
      undersigned understands that Flex Fuels Energy Limited (“Flex Fuels”) has agreed
      to be acquired by Malibu Minerals, Inc. (the “Company”), pursuant to the
      Acquisition Agreement dated December ___, 2006 entered into by and among Flex
      Fuels, the Company and the shareholders signatory thereto (the “Agreement”).


     

    In
      consideration of the foregoing, and in order to induce Flex Fuels to enter
      into
      the Agreement, and for other good and valuable consideration receipt of which
      is
      hereby acknowledged, the undersigned hereby agrees that, the undersigned will
      not, during the period beginning on the date of the Agreement and ending on
      the
      date 12 months after the Completion Date (as defined in the Agreement), (1)
      offer, pledge, announce the intention to sell, sell, contract to sell, sell
      any
      option or contract to purchase, purchase any option or contract to sell, grant
      any option, right or warrant to purchase, or otherwise transfer or dispose
      of,
      directly or indirectly, any shares of Common Stock or any securities convertible
      into or exercisable or exchangeable for Common Stock (including without
      limitation, Common Stock which may be deemed to be beneficially owned by the
      undersigned in accordance with the rules and regulations of the Securities
      and
      Exchange Commission and securities which may be issued upon exercise of a stock
      option or warrant), or (2) enter into any swap or other agreement that
      transfers, in whole or in part, any of the economic consequences of ownership
      of
      the Common Stock, whether any such transaction described in clause (1) or (2)
      above is to be settled by delivery of Common Stock or such other securities,
      in
      cash or otherwise. 

     

    Notwithstanding
      the foregoing, the restrictions set forth in clause (1) and (2) above shall
      not
      apply to (a) transfers (i) as a bona
      fide
      gift or
      gifts, or (ii) to any trust for the direct or indirect benefit of the
      undersigned or the immediate family of the undersigned; provided, however,
      that
      in any such case it shall be a condition to such transfer that the donee or
      donees thereof or the trustee of the trust, as applicable, execute and deliver
      to the Company an agreement stating that the transferee is receiving and holding
      the shares of Common Stock subject to the provisions of this letter agreement,
      that there shall
      be
      no further transfer of such shares of Common Stock except in accordance with
      this letter agreement, and that any such transfer shall not involve a
      disposition for value, or (b) the acquisition or exercise of any stock option
      issued pursuant to the Company’s existing stock option plan or employment
      agreements, including any exercise effected by the delivery of Securities of
      the
      Company held by the undersigned. For purposes of this Letter Agreement,
“immediate family” shall mean any relationship by blood, marriage or adoption,
      not more remote than first cousin. None of the restrictions set forth in this
      Letter Agreement shall apply to Common Stock acquired in open market
      transactions. Notwithstanding any of the foregoing, the restrictions set forth
      in clause (1) and (2) above shall not apply to the undersigned in the event
      of a
      Change of Control transaction with the exception of the transaction contemplated
      under the Agreement. Change of Control shall have the definition set forth
      on
      Exhibit A to this Letter Agreement

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    The
      undersigned further acknowledges that the undersigned has also entered into
      or
      intends to enter into a Voting Trust Agreement (the “Voting Trust Agreement”)
      with Sichenzia Ross Friedman Ference LLP (“SRFF”) and has transferred and
      deposited or intends to transfer and deposit the certificates evidencing the
      number of shares of common stock of the Company held by the undersigned, as
      set
      forth opposite the undersigned’s name on Exhibit A of the Voting Trust
      Agreement, to SRFF for the purposes of giving SRFF, or a person appointed by
      SRFF for such purpose, the right to vote during the 12 month period from the
      Completion Date, the Shares held by the undersigned in favor of any resolution
      presented to all of the shareholders of the Company in accordance with the
      directions of the Majority Directors (as defined in the Voting Trust Agreement).
      

     

    The
      undersigned hereby represents and warrants that the undersigned has full power
      and authority to enter into this Letter Agreement. All authority herein
      conferred or agreed to be conferred and any obligations of the undersigned
      shall
      be binding upon the successors, assigns, heirs or personal representatives
      of
      the undersigned.

     

     

     

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      of
      the page intentionally left blank]

     


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    This
      lock-up agreement shall be governed by and construed in accordance with the
      laws
      of the State of New York, without regard to the conflict of laws principles
      thereof.

     

     

     

    
      	 	 	 
	 	
              Very
                truly yours,

               

               

              NAME
                OF
                SHAREHOLDER:

               

            
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              
                

              

               

               

              
                
 

            
	 	
              Number
                of Shares of Voting

              Stock
                Beneficially Owned: ________

            


    

     

    Accepted
      as of the date

    first
      set
      forth above:

     

    
      	 	 	 	 
	By:
	 	 	 
	
              

            	 	 	
            
	Name
Title
	 	 	 


    

     

    


    Accepted
      as of the date

    first
      set
      forth above:

     

     

    FLEX
      FUELS ENERGY LIMITED

     

    
      
        	 	 	 	 
	By:
	 	 	 
	
                

              	 	 	
              
	Name
Title
	 	 	 


      

    

     

    



    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    


    DEFINITION
      OF “CHANGE OF CONTROL”

    


    a) Change
      of Control.
      Each of
      the following events shall constitute a “Change of Control”:

     

    (i) the
      consolidation, merger or other business combination (including, without
      limitation, a reorganization or recapitalization) of the Company with or into
      another Person (other than (A) a consolidation, merger or other business
      combination (including, without limitation, reorganization or recapitalization)
      in which holders of the Company’s voting power immediately prior to the
      transaction continue after the transaction to hold, directly or indirectly,
      the
      voting power of the surviving entity or entities necessary to elect a majority
      of the members of the board of directors (or their equivalent if other than
      a
      corporation) of such entity or entities, or (B) pursuant to a migratory merger
      effected solely for the purpose of changing the jurisdiction of incorporation
      of
      the Company);

     

    (ii) the
      sale
      or transfer of all or substantially all of the Company’s assets; or

     

    (iii) a
      purchase, tender or exchange consummated pursuant to an offer made to and
      accepted by a sufficient number of holders of the outstanding shares of Common
      Stock such that after consummation of such purchase, tender or exchange, the
      Person or group of Persons proposing such purchase, tender or exchange
      beneficially own 50% or more of the outstanding Common Stock.

     

    b) Person.
       “Person”
      means an individual, a limited liability company, a partnership, a joint
      venture, a corporation, a trust, an unincorporated organization, any other
      entity and a government or any department or agency
      thereof.