Exhibit 10.5


    
      EXHIBIT
        10.5

    

     

    
 

    REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement (the “Agreement”) is made and entered into as of
      this ___
      day
      of ________________, 2007 by and among Malibu Minerals, Inc., a Nevada
      corporation (the “Company”), the persons whose name appears on the signature
      page attached hereto (individually a "Investor" and collectively, with all
      other
      investors, the "Investors").

    


    The
      parties hereby agree as follows:

     

    1. Certain
      Definitions.

     

    As
      used
      in this Agreement, the following terms shall have the following
      meanings:

     

    “Affiliate”
means,
      with respect to any person, any other person which directly or indirectly
      controls, is controlled by, or is under common control with, such
      person.

     

    “Acquisition”
means
      the intended acquisition of Flex Fuels Energy Limited by the Company pursuant
      to
      a certain Acquisition Agreement, dated December 29, 2006.

     

    “Business
      Day”
means
      a
      day, other than a Saturday or Sunday, on which banks in New York are open for
      the general transaction of business.

     

    “Common
      Stock”
shall
      mean the Company’s common stock, $.001 par value, and any securities into which
      such shares may hereinafter be reclassified.

     

    “Investors”
shall
      mean the Subscribers
      whose name appears on the signature page attached to
      the
      Subscription Agreement entered among the Company and each individual Investor,
      and any Affiliate or permitted transferee of any Investor who is a subsequent
      holder of any Warrants or Registrable Securities. 

    


    “Prospectus”
shall
      mean the prospectus included in any Registration Statement, as amended or
      supplemented by any prospectus supplement, with respect to the terms of the
      offering of any portion of the Registrable Securities covered by such
      Registration Statement and by all other amendments and supplements to the
      prospectus, including post-effective amendments and all material incorporated
      by
      reference in such prospectus. 

    


    “Register,”
      “registered”
and
      “registration”
refer
      to a registration made by preparing and filing a Registration Statement or
      similar document in compliance with the 1933 Act (as defined below), and the
      declaration or ordering of effectiveness of such Registration Statement or
      document.

     

    “Registrable
      Securities”
shall
      mean the Shares, 24,854,480 shares of Common Stock issued in connection with
      the
      Acquisition, 2,357,143 shares of Common Stock issued pursuant to the private
      placement offering concluded on December 29, 2006, and any other securities
      issued or issuable with respect to or in exchange for Registrable Securities;
      provided, that, a security shall cease to be a Registrable Security upon (A)
      sale pursuant to a Registration Statement or Rule 144 under the 1933 Act, or
      (B)
      such security becoming eligible for sale by the Investors pursuant to Rule
      144(k).


    
      
         

        
        

      

      
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    “Registration
      Statement”
shall
      mean any registration statement of the Company filed under the 1933 Act that
      covers the resale of any of the Registrable Securities pursuant to the
      provisions of this Agreement, amendments and supplements to such Registration
      Statement, including post-effective amendments, all exhibits and all material
      incorporated by reference in such Registration Statement.

    “Required
      Investors”
means
      the Investors holding a majority of the Registrable Securities.

     

    “SEC”
means
      the U.S. Securities and Exchange Commission.

     

    “Shares”
means
      the shares of Common Stock issued pursuant to the Subscription
      Agreement.

     

    “1933
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.

     

    “1934
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder.

     

     2. Registration.

     

    2.1(a) Registration
      Statement. The
      Company shall use its best efforts to prepare and file a Registration Statement
      on a form that shall (A) be available for the sale of the Registrable Securities
      by the Investors and (B) comply as to form with the requirements of the
      applicable form on which such Registration Statement is filed and include all
      financial statements required by the SEC to be filed therewith (the
      "Registration Statement") with the SEC within ninety (90) days of the Closing
      Date (the “Filing Date”) to provide for the offer and sale of the Registrable
      Securities and shall use its best efforts to cause the Registration Statement
      to
      become effective under the Act no later than the earlier of (i) one hundred
      and
      twenty (120) days after the Filing Date and (ii) the sixth (6th) business day
      following the date on which the Company is notified by the SEC that such
      Registration Statement will not be reviewed or is no longer subject to further
      review and comments (the "Effective Date"). The Registration Statement filed
      pursuant to this Section 2.1(a) may, at the Company's discretion include
      securities of the Company other than the Registrable Securities; provided that,
      the Company shall not include securities other than the Registrable Securities
      if their inclusion will impact the Company’s ability to register the Registrable
      Securities as contemplated herein. If the Company does not file the Registration
      Statement by the Filing Date (the “Filing Date Requirement”), or the SEC has not
      declared the Registration Statement effective by the Effectiveness Date (the
      “Effective Date Requirement”), the Company will be liable to the Investors for
      partial liquidated damages, in each instance, in the amount equal to the product
      of (i) 0.167 and (ii) 2% of the aggregate of the Subscription Amounts, as
      defined in the Subscription Agreement, for all of the Investors. The Company
      shall be further liable to the same extent for each subsequent 30 day period
      in
      which the Filing Date Requirement or the Effective Date Requirement, as the
      case
      may be, has not been met, subject to an overall limit of up to 15 months of
      partial liquidated damages.

     


    
      
         

        
        

      

      
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    2.1(b)
      The Registration Statement shall cover the resale of 100% of the Registrable
      Securities sold in the Offering, on an offering to be made on a continuous
      basis
      pursuant to Rule 415; provided,
      however,
      that if
      100% of the Registrable Securities included hereunder shall equal or exceed
      30%
      of the issued and outstanding Common Stock of the Company (less any shares
      of
      Common Stock held by affiliates of the Company and the holders of
      the
      Registrable Securities) on the actual filing date of the initial Registration
      Statement, the initial Registration Statement shall register a number of
      Registrable Securities which is equal to 30% of the issued and outstanding
      shares of Common Stock of the Company (less any shares of Common Stock held
      by
      affiliates of the Company and the holders of the Registrable Securities) on
      such
      actual filing date minus 10,000 shares of Common Stock, and the remaining
      Registrable Securities shall be subject to Section 2.1(c). In such event, the
      number of Registrable Securities to be registered for each holder of the
      Registrable Securities shall be reduced pro-rata among all Subscribers. (For
      example, in the event the Company successfully sells Shares in an aggregate
      amount of $15,000,000, there are expected to be approximately 64,589,401 shares
      of the Company’s Common Stock issued and outstanding (of which approximately
      25,500,000 are expected to be held by the Company’s affiliates). Therefore, 30%
      of which (less any shares of Common Stock held by the Company’s affiliates and
      the holders of the Registrable Securities) shall amount to approximately
      6,213,333 shares of the Company’s Common Stock, and the number of Registrable
      Securities to be registered for each holder of the Registrable Securities shall
      correspondingly be reduced pro-rata among all holders of Registrable Securities;
      resulting in approximately 2,360,064 Shares being registered in the initial
      Registration Statement.)

     

    2.1(c) If
      during
      the Effectiveness Period, the number of Shares then registered in the initial
      Registration Statement as contemplated by the proviso regarding registration
      of
      Shares in Section 2.1(b) above, is less than 100% of the number of such Shares,
      then, upon the written request of Subscribers holding at least 30% of the
      Shares, the Company shall use its best efforts to file as soon as reasonably
      practicable, an additional Registration Statement covering the resale by the
      Subscribers of not less than the difference between 100% of Shares and the
      number of Shares in the initial Registration Statement. Subject to the terms
      of
      this Agreement, the Company shall use its best efforts to cause a Registration
      Statement to be declared effective under the Securities Act as promptly as
      possible after the filing thereof, and shall use its best efforts to keep such
      Registration Statement continuously effective under the Securities Act until
      all
      Registrable Securities covered by such Registration Statement have been sold,
      or
      may be sold without volume restrictions pursuant to Rule 144(k), as determined
      by the counsel to the Company pursuant to a written opinion letter to such
      effect, addressed and acceptable to the Company’s transfer agent and the
      affected Holders (the “Effectiveness
      Period”).

    


    2.2
       Piggyback
      Registration.

    


        (a)
       From
      and
      after the Closing Date and until such time as the Registrable Securities are
      freely saleable under Rule 144(k) without volume limitations, if the Company
      shall determine to proceed with the preparation and filing of a Registration
      Statement in connection with the proposed offer and sale of any of its
      securities by it or any of its security holders (other than a registration
      statement on Form S-4, S-8, any successor form thereto or other limited purpose
      form), the Company will give written notice of its determination to all record
      Investors of the Registrable Securities at least twenty (20) days prior to
      filing. Upon receipt of a written request from any such Holder within twenty
      (20) days after receipt of any such notice from the Company, the Company will,
      except as herein provided, cause all the Registrable Securities owned by such
      Investors to be included in such Registration Statement in order to permit
      the
      sale or other disposition by the prospective seller or sellers of the
      Registrable Securities to be so registered. If any registration pursuant to
      this
      Section 2.2 shall be underwritten in whole or in


    
      
         

        
        

      

      
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    part,
      the
      Company shall cause the Registrable Securities requested for inclusion pursuant
      to this Section 2.2 to be included in the underwriting on the same terms and
      conditions as the securities otherwise being sold through the underwriters,
      except to the extent provided in Section 2.2(b) below. In such event the right
      of any Holder to registration shall be conditioned upon such underwriting and
      the inclusion of such Holder's Registrable Securities in such underwriting
      to
      the extent provided in Section 2.2(b) below. All Investors proposing to
      distribute their securities through such underwriting shall (together with
      the
      Company and the other investors distributing their securities through such
      underwriting) enter into an underwriting agreement with the underwriters'
      representative for such offering; provided that such holders shall have no
      right
      to participate in the selection of the underwriters for an offering pursuant
      to
      this Section 2.2(a). The obligation of the Company under this Section 2.2 shall
      be unlimited as to the number of Registration Statements to which it applies.
      Notwithstanding the foregoing, to the extent that all Registrable Securities
      are
      registered on an effective Registration Statement on Form S-3, the Company
      shall
      not be required to provide notice to Investors of the preparation and filing
      of
      a registration statement in connection with the proposed nonunderwritten offer
      and sale of any of its securities and the Investors shall not be entitled to
      include any Registrable Securities on such registration statement.

    


       (b)
       In
      connection with an underwritten public offering for the account of the Company,
      if, in the opinion of the underwriters' representative market factors
      (including, without limitation, the aggregate number of shares of Common Stock
      requested to be registered, the general condition of the market, and the status
      of the persons proposing to sell securities pursuant to the registration)
      require a limitation of the number of shares to be underwritten, the
      underwriters' representative may exclude some or all Registrable Securities
      from
      such registration and underwriting and the Company shall be obligated to include
      in such Registration Statement only such limited portion of the Registrable
      Securities with respect to which the Investors have requested inclusion
      hereunder as the underwriters shall permit. Any exclusion of Registrable
      Securities shall be made pro rata among the Investors seeking to include
      Registrable Securities, in proportion to the number of Registrable Securities
      sought to be included by such holder; provided, however, that the Company shall
      not exclude any Registrable Securities unless the Company has first excluded
      all
      outstanding securities, the investors of which are not contractually entitled
      to
      inclusion of such securities in such Registration Statement or are not
      contractually entitled to pro rata inclusion with the Registrable Securities;
      and provided, further, however, that, after giving effect to the immediately
      preceding proviso, any exclusion of Registrable Securities shall be made pro
      rata with holders of other securities having the right to include such
      securities in the Registration Statement. No Registrable Securities excluded
      from the underwriting by reason of this Section 2.2(b) shall be included in
      such
      Registration Statement.

    


    3.1
       Registration
      Procedures.
      If and
      whenever the Company is required by the provisions of Sections 2.1 or 2.2 to
      effect the registration of Registrable Securities under the Securities Act,
      the
      Company will:

    


    (a)
       use
      its
      best efforts to cause such a Registration Statement to become and remain
      effective for a period of two (2) years; provided, however, that any
      Registration Statement filed pursuant to Section 2.2 may be kept effective
      for
      such lesser period of time until which
      all
      Registrable Securities included thereunder are freely saleable (without
      restriction, except with regard to Registrable Securities held by persons deemed
      to be "affiliates" of the Company) or have been disposed of pursuant to a
      registration statement or all transfer restrictions or legends have otherwise
      been removed;


    
      
         

        
        

      

      
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    (b)
       prepare
      and file with the SEC such amendments to such Registration Statement and
      supplements to the prospectus contained therein as may be necessary to keep
      such
      Registration Statement effective for the period of time described in paragraph
      (a) above;

    


    (c)
       furnish
      to the Investors participating in such registration such reasonable number
      of
      copies of such Registration Statement, preliminary prospectus, final prospectus
      and such other documents as such underwriters or selling shareholders may
      reasonably request in order to facilitate the public offering of such
      securities;

    


    (d)
       use
      its
      best efforts to register or qualify the securities covered by the Registration
      Statement under such state securities or blue sky laws of such jurisdictions
      as
      such participating Investors may reasonably request in writing within twenty
      (20) days following the original filing of such Registration Statement, except
      that the Company shall not for any purpose be required to execute a general
      consent to service of process or to qualify to do business as a foreign
      corporation in any jurisdiction wherein it is not so qualified;

    


      (e)
       in
      the
      event that a registration involves an underwritten offering, enter into and
      perform its obligations under an underwriting agreement, in usual and customary
      form, including, without limitation, customary indemnification and contribution
      obligations, with the managing underwriter or such offering;

    


      (f)
       notify
      the Investors participating in such registration, promptly, and in no event
      later than two (2) business days after, the Registration Statement has become
      effective or a supplement to any prospectus forming a part of the Registration
      Statement has been filed;

    


      (g)
       notify
      such Investors promptly of any request by the SEC for the amending or
      supplementing the Registration Statement or prospectus or for additional
      information;

    


      (h)
       notify
      such Investors promptly of the Company's reasonable determination that a
      post-effective amendment to a Registration Statement or prospectus would be
      appropriate;

    


      
      (i)
 prepare
      and file with the SEC, promptly upon the request of any such Investors, any
      amendments or supplements to the Registration Statement or prospectus which,
      in
      the opinion of counsel for such Investors (and concurred in by counsel for
      the
      Company), is required under the Securities Act or the rules and regulations
      thereunder in connection with the distribution of the Registrable
      Securities;

    


      (j)
       prepare
      and promptly file with the SEC and promptly notify such Investors of the filing
      of such amendment or supplement to the Registration Statement or prospectus
      as
      may be necessary to correct any statements or omissions if, at the time when
      a
prospectus
      relating to such securities is required to be delivered under the Securities
      Act, any event shall have occurred as the result of which any such prospectus
      or
      any other prospectus as then in effect would include an untrue statement of
      a
      material fact or omit to state any material fact necessary to make the
      statements therein, in the light of the circumstances in which they were made,
      not misleading;


    
      
         

        
        

      

      
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      (k)
       advise
      such Investors, promptly after it shall receive notice or obtain knowledge
      thereof, of the issuance of any stop order by the SEC suspending the
      effectiveness of the Registration Statement or the initiation or threatening
      of
      any proceeding for that purpose and promptly use its best efforts to prevent
      the
      issuance of any stop order or to obtain its withdrawal if such stop order should
      be issued;

    


      (l)
       at
      the
      request of Investors of a majority of the Registrable Securities included in
      the
      Registration Statement, furnish to the underwriters or selling shareholders
      on
      the date that the Registrable Securities are delivered to underwriters for
      sale
      in connection with a registration pursuant to this Agreement (i) an opinion,
      dated such date, of the counsel representing the Company for the purposes of
      such registration, in form and substance as is customarily given to underwriters
      in an underwritten public offering, addressed to the underwriters and (ii)
      a
      letter dated such date, from the independent certified accountants of the
      Company, in form an substance as is customarily given by independent certified
      public accountants to underwriters in an underwritten public offering, addressed
      to the underwriters;

    


      (m)
       make
      available for inspection by any underwriters participating in an offering
      covering Registrable Securities, and the counsel, accountants or other agents
      retained by any such underwriter, all pertinent financial and other records,
      corporate documents, and properties of the Company, and cause the Company's
      officers, directors and employees to supply all information reasonably requested
      by any such underwriters in connection with such offering;

    


      (n)
       to
      the
      extent the Registration Statement is not filed on Form SB-2, convert such
      Registration Statement to Form SB-2 as soon as reasonably practicable following
      the Company becoming eligible to register securities on Form SB-2;

    


      
      (o)
 if
      the
      Common Stock is then listed on a national securities exchange, cause the
      Registrable Securities to be listed on such exchange, or if reported on Nasdaq,
      to be reported on Nasdaq;

    


      (p)
       provide
      a
      transfer agent and registrar, which may be a single entity, for the Registrable
      Securities not later than the effective date of the Registration Statement
      in
      which Registrable Securities are included; and

    


      (q)
       comply
      with all applicable rules and regulations of the Commission and make generally
      available to its security holders earning statements satisfying the provisions
      of Section 11(a) of the Securities Act and Rule 158 thereunder no later than
      forty five (45) days after the end of any twelve (12) month period (or ninety
      (90) days after the end of any twelve (12) month period if such period is a
      fiscal year) commencing on the first day of the first fiscal quarter of the Company, after the effective date of
      the Shelf
      Registration Statement, which statements shall cover said twelve (12) month
      period.

      
        
           

          
          

        

        
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    3.2
       Expenses.
       With
      respect to each inclusion of Registrable Securities in a Registration Statement
      pursuant to Sections 2.1 and 2.2 hereof, the fees, costs and expenses of
      registration to be borne by the Company shall include, all registration, filing,
      and NASD fees; printing expenses, fees and disbursements of counsel and
      accountants for the Company; all legal fees and disbursements and other expenses
      of complying with state securities or blue sky laws of any jurisdictions in
      which the securities to be offered are to be registered and qualified. Fees
      and
      disbursements of counsel and accountants for the selling security Investors
      shall be borne by the selling security Investors, and security Investors
      participating in such registration shall bear their pro rata share of the
      underwriting discounts and commissions and transfer taxes. If NASD Rule 2710
      or
      any similar rule requires any broker-dealer to make a filing prior to executing
      a sale of Registrable Securities, the Company shall make an Issuer Filing with
      the NASD Corporate Financing Department pursuant to NASD Rule 2710 and respond
      within five (5) business days to any comments received from the NASD in
      connection therewith.

    


    4. Certain
      Obligations of Investors

    


       (a)
       Each
      Holder agrees that, upon receipt of any notice from the Company of the happening
      of (i) any event of the kind described in 3.1(g), 3.1(h), 3.1(i), 3.1(j) or
      3.1(k) hereof, or (ii) a determination by the Company's Board of Directors
      that
      it is advisable to suspend use of the prospectus for a discrete period of time
      due to pending corporate developments such as negotiation of a material
      transaction which the Company, in its sole discretion after consultation with
      legal counsel, determines it would be obligated to disclose in the Registration
      Statement, which disclosure the Company believes would be premature or otherwise
      inadvisable at such time or would have a material adverse effect on the Company
      and its stockholders, such Holder will forthwith discontinue disposition of
      such
      Registrable Securities covered by the Registration Statement or prospectus
      until
      such Holder's receipt of the copies of the supplemented or amended prospectus
      contemplated by Section 3.1 hereof, or until such Holder is advised in writing
      by the Company that the use of the applicable prospectus may be resumed, and
      has
      received copies of any additional or supplemental filings that are incorporated
      or deemed to be incorporated by reference in such prospectus. The period of
      time
      in which the use of a prospectus or Shelf Registration Statement is so suspended
      shall be referred to as a "Black-Out Period." The Company agrees to so advise
      such Holder promptly of the commencement and termination of any such Black-Out
      Period, and the Holder agrees to keep the fact of such Black-Out Period
      confidential. The Company shall not impose a Black-Out Period under this Section
      4 for more than thirty (30) consecutive days and not more than twice in any
      given twelve (12) month period; provided, that at least ninety (90) days must
      pass between Black-Out Periods. Notwithstanding the foregoing, the Company
      may
      suspend the effectiveness of any Registration Statement if the SEC rules and
      regulations prohibit the Company from maintaining the effectiveness of a Shelf
      Registration because its financial statements are stale at a time when its
      fiscal year has ended or it has made an acquisition reportable under Item 2
      of
      Form 8-K or any other similar situation until the earliest time in which the
      SEC
      would allow the Company to re-effect a Registration Statement (provided that
      the
      Company shall use its reasonable best efforts to cure any such situation as
      soon
      as possible so that the Registration


    
      
         

        
        

      

      
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    Statement
      can be made effective at the earliest possible time). The Company shall not
      effect a Black-Out Period unless the Company also institutes such Black-Out
      Period against sales under any Registration Statements on Form S-8 or any other
      registration statement that the Company has on file with the SEC at such time.
      Notwithstanding the foregoing, the Company undertakes and covenants that until
      the first to occur of (i) the end of two hundred and seventy (270) days
      following the Closing of the Private Placement Offering, or (ii) the date that
      all the Shares have been resold pursuant to a registration statement or Rule
      144, the Company will not take any action, including, without limitation,
      entering into any acquisition, share exchange or sale or other transaction
      that
      could have the effect of delaying the effectiveness of any pending Registration
      Statement, requiring a post-effective amendment to be filed or causing a
      post-effective amendment to a Registration Statement to not be declared
      effective or for a Holder not to be able to effect sales for a period of fifteen
      (15) or more days.

    


    (b)
       In
      connection with the registration of the Registrable Securities, each of the
      Investors shall have the following obligations:

    


      (i)
       It
      shall
      be a condition precedent to the obligations of the Company to take any action
      pursuant to this Agreement with respect to each Holder that such Holder shall
      furnish to the Company such information regarding itself, the Registrable
      Securities held by it and the intended methods of disposition of such securities
      as shall be reasonably required to effect the registration of the Registrable
      Securities and shall execute such documents in connection with such registration
      as the Company may reasonably request. At least fifteen (15) days prior to
      the
      first anticipated filing date of the Registration Statement, the Company shall
      notify each Holder of the information the Company requires from each such Holder
      (the "Requested Information") if it elects to have any of his Registrable
      Securities included in the Registration Statement. If within seven (7) days
      of
      the filing date the Company has not received the Requested Information from
      a
      Holder (a "Non-Responsive Holder"), then the Company may file the Registration
      Statement without including Registrable Securities of such Non-Responsive
      Holder.

    


      (ii)
       Each
      Holder participating in an underwritten offering agrees to cooperate with the
      Company in connection with the preparation and filing of any Registration
      Statement hereunder, unless each Holder has notified the Company in writing
      of
      its election to exclude all of its Registrable Securities from the Registration
      Statement.

    


      (iii)
       In
      the
      event Investors holding a majority in interest of the Registrable Securities
      being sold pursuant to the Registration Statement select underwriters for the
      offering, each Holder agrees to enter into and perform its obligations under
      an
      underwriting agreement, in usual and customary form, including, without
      limitation, customary indemnification and contribution obligations and market
      stand-off obligations, with the managing underwriter of such offering and to
      take such other actions as are reasonably required in order to expedite or
      facilitate the disposition of the Registrable Securities being sold, unless
      such
      Holder has notified the Company in writing of its election to exclude all of
      his
      Registrable Securities from the Registration Statement.


    
      
         

        
        

      

      
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    5.1
       Indemnification
      by the Company.
      To the
      extent permitted by law, the Company will indemnify and hold harmless each
      holder of Registrable Securities which are included in a Registration Statement
      pursuant to the provisions of Sections 2.1 and 2.2 hereof, such Holder's
      directors and officers, and any underwriter (as defined in the Securities Act)
      for such holder and each person, if any, who controls such holder or such
      underwriter within the meaning of the Securities Act, from and against, and
      will
      reimburse such holder and each such underwriter and controlling person with
      respect to, any and all loss, damage, liability, cost and expense to which
      such
      holder or any such underwriter or controlling person may become subject under
      the Securities Act or otherwise, insofar as such losses, damages, liabilities,
      costs or expenses are caused by any untrue statement or alleged untrue statement
      of any material fact contained in a Registration Statement, any prospectus
      contained therein or any amendment or supplement thereto, or arise out of or
      are
      based upon the omission or alleged omission to state therein a material fact
      required to be stated therein or necessary to make the statements therein,
      in
      light of the circumstances in which they were made, not misleading; provided,
      however, that the Company will not be liable in any such case to the extent
      that
      any such loss, damage, liability, cost or expenses arises out of or is based
      upon an untrue statement or alleged untrue statement or omission or alleged
      omission so made in conformity with written information furnished by such
      holder, such underwriter or such controlling person specifically for use in
      the
      preparation thereof; provided, however, that the indemnity agreement set forth
      herein shall not apply (i) to amounts paid in settlement of any such loss,
      claim, damage, liability or action if such settlement is effected without the
      prior consent of the Company or (ii) with respect to any preliminary prospectus,
      if the untrue statement or omission of material fact contained in such
      preliminary prospectus was corrected in an amended prospectus and the Company
      has provided notice of such amendment to each Investor pursuant to Section
      3.1
      hereof.

    


    5.2
       Indemnification
      by the Investors.
      Each
      holder of Registrable Securities included in a registration pursuant to the
      provisions of Sections 2.1 and 2.2 hereof will indemnify and hold harmless
      the
      Company, its directors and officers, any controlling person and any underwriter
      from and against, and will reimburse the Company, its directors and officers,
      any controlling person and any underwriter with respect to, any and all loss,
      damage, liability, cost or expense to which the Company or any controlling
      person and/or any underwriter may become subject under the Securities Act or
      otherwise, insofar as such losses, damages, liabilities, costs or expenses
      are
      caused by any untrue statement or alleged untrue statement of any material
      fact
      contained in the Registration Statement, any prospectus contained therein or
      any
      amendment or supplement thereto, or arise out of or are based upon the omission
      or alleged omission to state therein a material fact required to be stated
      therein or necessary to make the statements therein, in light of the
      circumstances in which they were made, not misleading, in each case to the
      extent, but only to the extent, that such untrue statement or alleged untrue
      statement or omission or alleged omission was so made in reliance upon and
      in
      strict conformity with written information furnished by or on behalf of such
      Holder specifically for use in the preparation thereof and provided further,
      that the maximum amount that may be recovered from any holder shall be limited
      to the net amount of proceeds received by such Holder from the sale of the
      Registrable Securities.

    



    
      
         

        
        

      

      
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      5.3
 Indemnification
        Procedure. Promptly after receipt by an indemnified party under this Section
        5 of a notice of the commencement of any action (including any governmental
        action) such indemnified party will, if a claim in respect thereof is to
        be made
        against any indemnifying party hereunder, deliver to the indemnifying party
        a
        written notice of the commencement thereof. The failure to deliver written
        notice to the indemnifying party within a reasonable time of the commencement
        of
        any such action shall relieve such indemnifying party of any liability to
        the
        indemnified party under this Section 5 only to the extent prejudicial to
        its
        ability to defend such action, but the omission so to deliver written notice
        to
        the indemnifying party will not relieve it of any liability that it may have
        to
        an indemnified party otherwise than under this Agreement. The indemnifying
        party
        shall have the right to participate in, and, to the extent the indemnifying
        party so desires, jointly with any other indemnifying party similarly noticed,
        to assume control of the defense thereof with counsel mutually satisfactory
        to
        the parties; provided, however, that an indemnified party shall have the
        right
        to retain its own counsel, with the reasonable fees and expenses to be paid
        by
        the indemnifying party, if in the reasonable determination of counsel for
        the
        indemnifying party, representation of such indemnified party by the counsel
        obtained by the indemnifying party would be inappropriate due to actual or
        potential conflicting interests between such indemnified party and any other
        party represented by such counsel in such proceeding. After notice from the
        indemnifying party to such indemnified party of its election so to assume
        the
        defense thereof, the indemnifying party will not be liable to such indemnified
        party pursuant to the provisions of paragraph 5.1 or 5.2 above for any legal
        or
        other expense subsequently incurred by such indemnified party in connection
        with
        the defense thereof other than reasonable costs of investigation, unless
        (i) the
        indemnified party shall have employed counsel in accordance with the provisions
        of the preceding sentence, (ii) the indemnifying party shall not have employed
        counsel reasonably satisfactory to the indemnified party to represent the
        indemnified party within a reasonable time after the notice of the commencement
        of the action or (iii) the indemnifying party has authorized in writing the
        employment of counsel for the indemnified party at the expense of the
        indemnifying party.

    

    


    5.4
       Contribution.
      To the
      extent any indemnification by an indemnifying party is prohibited or limited
      by
      law, the indemnifying party agrees to make the maximum contribution with respect
      to any amounts for which it would otherwise be liable under Section 5 hereof
      to
      the extent permitted by law, provided that (i) no contribution shall be made
      under circumstances where the maker would not have been liable for
      indemnification pursuant to the provisions of Section 5 hereof, (ii) no seller
      of Registrable Securities guilty of fraudulent misrepresentation (within the
      meaning of Section 11(f) of the Securities Act) shall be entitled to
      contribution from any seller of Registrable Securities who was not guilty of
      such fraudulent misrepresentation, and (iii) contribution by any seller of
      Registrable Securities shall be limited to the net amount of proceeds received
      by such seller from the sale of such Registrable Securities.

    


    6.1
       Assignable
      Rights.
       The
      rights with respect to the Registrable Securities under this Agreement shall,
      in
      addition to being for the benefit of the parties hereto, be for the benefit
      of
      and enforceable by a transferee of the Registrable Securities, provided that
      the
      Company is furnished with written notice of the name and address of such
      transferee or assignee with respect to which such registration rights are being
      assigned, such notice provides a written agreement for the transferee or
      assignee to be bound by the terms and provisions of this Agreement and the
      Purchase Agreement and such assignment or transfer is in accordance with and
      permitted by applicable Federal and state securities laws and the terms of
      the
      Purchase Agreement,
      including Section 2.1(f) thereof. The obligations of the Company contained
      in
      this Agreement shall be binding upon any successor to the Company and continue
      to be in effect with respect to any securities issued by any successor to the
      Company in substitution or exchange for any Registrable
      Securities.


    
      
         

        
        

      

      
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    6.2
      Reports
      Under Exchange Act.
      With a
      view to making available to the Investors of Registrable Securities the benefits
      of Rule 144 and any other rule or regulation of the SEC that may at any time
      permit the Investors of the Registrable Securities to sell any of the
      Registrable Securities to the public without registration, the Company agrees
      to
      apply its best efforts to:

    


      (a)
       make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144, at all times;

    


      (b)
       file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the Securities Act and the Exchange Act;

    


      (c)
       furnish
      to each holder of Registrable Securities, forthwith upon request (i) a written
      statement by the Company that it has complied with the reporting requirements
      of
      Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most
      recent annual or quarterly report of the Company and such other reports and
      documents so filed by the Company and (iii) such other information as may be
      reasonably requested in availing the Investors of any Registrable Securities
      of
      any rule or regulation of the SEC which permits the

    selling
      of any such securities without registration; and

    


      (d)
       direct
      its counsel to issue an appropriate legal opinion instructing the Company's
      transfer agent to remove the legend with respect to such Registrable Securities,
      subject to Investor providing any documentation reasonably requested by the
      Company or its counsel for review in connection with such request. 

    


    7. Miscellaneous.

    


    (a)  Amendments
      and Waivers.
      This
      Agreement may be amended only by a writing signed by the Company and the
      Required Investors. The Company may take any action herein prohibited, or omit
      to perform any act herein required to be performed by it, only if the Company
      shall have obtained the written consent to such amendment, action or omission
      to
      act, of the Required Investors.

     

    (b)  Notices.
      All
      notices and other communications provided for or permitted hereunder shall
      be
      made as set forth in Section 9.4 of the Purchase Agreement.

     

    (c)  Benefits
      of the Agreement.
      The
      terms and conditions of this Agreement shall inure to the benefit of and be
      binding upon the respective permitted successors and assigns of the parties.
      Nothing in this Agreement, express or implied, is intended to confer upon any
      party other than the parties hereto or their respective successors and assigns
      any rights, remedies, obligations, or liabilities under or by reason of this
      Agreement, except as expressly provided in this Agreement.

     


    
      
         

        
        

      

      
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    (d)  Counterparts;
      Faxes.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. This Agreement may also be executed via facsimile, which shall
      be
      deemed an original.

     

    (e)  Titles
      and Subtitles.
      The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.

     

    (f)  Severability.
      Any
      provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof but shall be interpreted as if it were written so as to be
      enforceable to the maximum extent permitted by applicable law, and any such
      prohibition or unenforceability in any jurisdiction shall not invalidate or
      render unenforceable such provision in any other jurisdiction. To the extent
      permitted by applicable law, the parties hereby waive any provision of law
      which
      renders any provisions hereof prohibited or unenforceable in any
      respect.

     

    (g)  Further
      Assurances.
      The
      parties shall execute and deliver all such further instruments and documents
      and
      take all such other actions as may reasonably be required to carry out the
      transactions contemplated hereby and to evidence the fulfillment of the
      agreements herein contained.

     

    (h)  Entire
      Agreement.
      This
      Agreement is intended by the parties as a final expression of their agreement
      and intended to be a complete and exclusive statement of the agreement and
      understanding of the parties hereto in respect of the subject matter contained
      herein. This Agreement supersedes all prior agreements and understandings
      between the parties with respect to such subject matter.

     

    (i)  Governing
      Law; Consent to Jurisdiction; Waiver of Jury Trial.
      This
      Agreement shall be governed by, and construed in accordance with the laws of
      the
      State of Nevada without regard to the choice of law principles thereof. Each
      of
      the parties hereto irrevocably submits to the exclusive jurisdiction of the
      courts of the State of Nevada for the purpose of any suit, action, proceeding
      or
      judgment relating to or arising out of this Agreement and the transactions
      contemplated hereby. Service of process in connection with any such suit, action
      or proceeding may be served on each party hereto anywhere in the world by the
      same methods as are specified for the giving of notices under this Agreement.
      Each of the parties hereto irrevocably consents to the jurisdiction of any
      such
      court in any such suit, action or proceeding and to the laying of venue in
      such
      court. Each party hereto irrevocably waives any objection to the laying of
      venue
      of any such suit, action or proceeding brought in such courts and irrevocably
      waives any claim that any such suit, action or proceeding brought in any such
      court has been brought in an inconvenient forum. EACH
      OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY
      LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN
      CONSULTED SPECIFICALLY AS TO THIS WAIVER.

     

     


    
      
         

        
        

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement or caused their duly
      authorized officers to execute this Agreement as of the date first above
      written.

     

    The
      Company:    Malibu
      Minerals, Inc.

    


    


    


    By:
      
      
        

      


    James
      Laird

    Chief
      Executive Officer

    


    


    The
      Investors:     Print
      Name of Holder

    


    


    By:
      

    
      
 Name:
      

    Title: