ACQUISITION AGREEMENT

1. 

MALIBU MINERALS, INC (Purchaser)

2. 

FLEX FUELS ENERGY LIMITED (Company)

3. 

VARIOUS SHAREHOLDERS (Shareholders)

4. 

GORDON ALAN EWART AND JON PENTON (GAE and JP)

3.            

THE PERSONS WHOSE NAMES AND ADDRESSES are set out in the first column of Schedule 2 and whose address for the purpose of service of notices shall be the address of the Company’s Solicitors unless otherwise notified to the other parties (the "Shareholders").

4.            

GORDON ALAN EWART of 125 Springfield Avenue, London SW20 9JS and JON PENTON of Lilac Cottage, Compton Dundon, Somerset TA11 6PS (hereinafter referred to as "GAE and "JP", respectively).

1.  

Definitions and Interpretations

1.1  

In this Agreement:

"Acquisition Shares"

means the 624 Shares to be acquired by the Purchaser on Completion from the Shareholders.

"Agreement"

means this agreement, dated December 29, 2006.

"Allotment Shares"

means the 300 Shares to be allotted and issued to the Purchaser and which shall on allotment and issue constitute 15% of the entire authorised share capital of the Company.

"Business"

means the business activities which the Company plans to undertake and which the Purchaser will acquire, including constructing, commissioning, managing and operating refineries, seed crush facilities, and producing biodiesel products and power and trading in such products, and constituting the business activities described in the Business Plan.

"Business Day"

means a day of the week which is not a Saturday or Sunday when dealing in domestic securities may take place on the markets operated by London Stock Exchange plc.

"Business Plan"

means the business plan prepared on behalf of the Company as set out in Schedule 8.

"Business Transfer Agreement"

means the agreement relating to the transfer of the Pre Completion Business from the Purchaser to a subsidiary company established for the purpose of receiving the Pre Completion Business.

"Claim"

means a claim or claims pursuant to the Warranties.

"Company Financial Statements"

means the consolidated financial statements of the Company for the period from inception to December 31, 2006, audited by an independent registered certified public accounting firm who is registered with, and has audited the consolidated financial statements in accordance with the standards of, the Public Company Accounting Oversight Board (United States of America) ("PCAOB") (the "Financial Statements"); provided that if the Completion Date is on or after May 1, 2007, the Company shall provide collectively the Financial Statements together with the consolidated financial statements of the Company for the three month period ended March 31, 2007 that have been reviewed in accordance with the PCAOB and in conformity with accounting principles generally accepted in the US; true copies of which shall be delivered by the Company to the Purchaser on or before Completion.

"Company’s Solicitors"

means Hunton & Williams of 30 St Mary Axe, London EC3A 8EP.

"Completion Agreements"

means the agreements set out in Schedule 7.

"Completion Date"

means date upon which Completion is to take place as identified in Clause 8.2.

"Completion"

means completion of the sale and purchase of the Acquisition Shares.

"Consideration "

the consideration which is to pass from the Purchaser to the Shareholders in exchange for the Shares.

"Consideration Shares"

means the 9,123,795 Stock Units of the Purchaser to be issued and allotted to the Shareholders pursuant to Clause 8.6 in the proportions and numbers identified in Schedule 2.

"Disclosure Letter"

means any disclosure letter to be delivered to the Purchaser by the Company, the Shareholders, GAE and JP pursuant to this Agreement in accordance with clause 11.

"Encumbrance"

any interest or equity of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation, security, interest, title retention or any other security agreement or arrangement.

"Escrow Agreement"

means the Escrow Agreement to be entered into between the Company's Solicitors and SRFF prior to signature of this Agreement to enable Initial Funding Completion to take place.

"Initial Funding"

means an amount equal to US$1,500,000 which the Purchaser has raised for the purposes of this Agreement through private placements of Stock Units to be used for the purposes set out in this Agreement subject as hereinafter contained.

"Initial Funding Agreements"

means the agreements set out in Schedule 6 of Part I.

"Initial Funding Completion"

means transfer of the Initial Funding to the Company’s Solicitors’ Client Account and issue of the Allotment Shares in accordance with Clause 5 hereof.

"Interim Period"

means a period of time starting on the date of release of the Initial Funding to the Company and ending on Completion Date.

"Issue Price"

means the subscription price per Allotment Share in pounds sterling, to be paid by the Purchaser to the Company, calculated on Initial Funding Completion by dividing the Initial Funding (as an amount converted from dollars into pounds sterling by the Company’s Solicitors pursuant to clause 5.4) by the total number of Allotment Shares (being 300).

"JTC Trustee Ltd."

means JTC Company having its registered office at ______

"Management Accounts"

means the accounts to be periodically supplied to the Purchaser during the Interim Period, and to be used for the purposes of supplementary due diligence, including at the end of the Interim Period a balance sheet setting out the Company’s assets and liabilities.

"Main Funding"

means the raising through a Private Placement of US$11,800,000 or such larger amount as may be agreed to by the Parties.

"Malibu Representative"

means the director of the Company or his alternate appointed by the Purchaser from time to time.

"Party" and " Parties"

means the Purchaser, the Company, the Shareholders, GAE and JP being collectively referred to as the "Parties".

"Pre-Completion Business"

means the business conducted by the Purchaser immediately prior to execution of the Business Transfer Agreement.

"Principal Market"

means the Over-The-Counter Bulletin Board quotation service, or if the Stock Units are then traded on another quotation service or on a national securities exchange, such quotation service or national securities exchange.

"Private Placement"

means the private placement of up to 15,061,729 Stock Units of the Purchaser at US$0.90 per Stock Unit, or such other amounts as may be agreed to between the Parties in order to achieve the Main Funding of not less than US$11,800,000, to certain accredited investors under Regulation S of the Securities Act of 1933, or as maybe agreed to by the Parties.

"Purchaser Completion Balance Sheet"

means the balance sheet of the Purchaser as at the Completion Date to be delivered to the Shareholders on Completion.

"Purchaser Majority Directors"

means an affirmative vote of a majority of the votes cast by the members of the board of directors of the Purchaser on a particular matter at a meeting of the directors at which a majority of the directors is present in person or by proxy, with each director entitled to one vote.

"Purchaser Warranties"

means the warranties extended by the Purchaser to the Shareholders as set out in Schedule 5.

"Remaining Shares"

means the 1,076 Shares to be transferred by the Remaining Shareholders to the Purchaser pursuant to the Supplementary Agreement.

"Remaining Shareholders"

means JTC Trustee Ltd. and Gillian Penton the holders of 538 Shares each and therefore together a total of 1,076 Shares.

"Restriction Provisions"

means in the case of the Shareholders, the restriction provisions on the sale and transfer of the Consideration Shares set out in Clause 9 and in the case of the Purchaser the restriction provisions on the sale and transfer of the Allotment Shares and the Acquisition Shares set out in Clause 9.

"Shares"

means ordinary shares in the capital of the Company.

"Shareholders"

means the persons whose names and addresses are set out in the first column of Schedule 2 and being the registered owners of the Shares of the Company as set out opposite their names in Schedule 2.

"Solicitor’s Bank Account"

means a US dollar designated account held by the Company's Solicitors at Barclays Bank PLC, 54 Lombard Street London EC3V 9EX, and being the numbered account advised to SRFF pursuant to the Escrow Agreement.

"SRFF"

means the Purchaser’s attorneys Sichenzia Ross Friedman Ference LLP with a business address of 1065 Avenue of the Americas, 21 ^st Floor, New York, NY 10018.

"Stock Units"

means the shares of common stock, $0.001 par value per share, of the Purchaser.

"Subsidiaries"

means the wholly owned Flex Fuel subsidiary companies to be incorporated in England and Wales as such companies are identified by name in the Business Plan.

"Supplementary agreement"

means the Agreement between the Remaining Shareholders and the Purchaser providing for the transfer by the Remaining Shareholders of the Remaining Shares to the Purchaser.

"Warranties"

means the warranties extended by the Shareholders, GAE and JP to the Purchaser and by the Purchaser to the Shareholders as the context requires as such warranties are set out in Schedule 4 and Schedule 5 as applicable.

1.2  

Any reference, express or implied, to an enactment includes references to:

(a)  

that enactment as amended, extended or applied by or under any other enactment before or after this Agreement; and;

(b)  

any enactment which that enactment re-enacts (with or without modification; and

(c)  

any subordinate legislation made (before or after this Agreement) under any enactment, including one within (a) or (b) above.

1.3  

Words denoting persons shall include corporate bodies and unincorporated associations of persons.

1.4  

The headings and section references in this Agreement are for convenience of reference only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision thereof.

1.5  

Reference to a document being in the agreed form is to a document initialed by or on behalf of the Parties for the purposes of identification.

1.6  

Save where specifically provided otherwise all obligations undertaken by more than one individual being a Party to this Agreement are undertaken jointly and severally.

1.7  

Upon termination for any reason, the Parties shall be relieved of any further obligations or commitments pursuant to this Agreement including, but without limitation, the commitments on the part of the Shareholders and GAE and JP contained in Clause 21, save and except for the obligations of either of the Parties to compensate the other pursuant to Clause 16.5 and 16.6 and to the continuation of the confidentiality obligations contained in Clause 20.6.

2.  

Allotment Shares and Acquisition Shares

2.1  

Subject to the terms of this Agreement the Purchaser shall:

2.1.1  

subscribe for and be issued with and allotted the Allotment Shares credited as fully paid at par value of £0.10 each.

2.1.2  

acquire the Acquisition Shares from the Shareholders on the Completion Date.

2.2  

On Completion Date the Shareholders shall transfer to the Purchaser the number of Acquisition Shares set out opposite their respective names in Schedule 2, and the Remaining Shareholders shall transfer to the Purchaser the Remaining Shares.

2.3  

On Completion Date the Purchaser shall not be obliged to accept the transfer of any of the Acquisition Shares and release the Main Funding to the Company unless the transfer of all of the Acquisition Shares and all of the Remaining Shares takes place simultaneously.

2.4  

Each of the Shareholders hereby waives any right of pre-emption or other restriction on transfer in respect of the Acquisition Shares or any of them conferred on each of the Shareholders under the Articles of Association of the Company or otherwise.

2.5  

The Shareholders hereby acknowledge that:

2.5.1  

the authorised share capital of the Company shall not be increased or altered in any way between the date of Initial Funding Completion and the earlier of (i) the Completion Date and (ii) the last day of the Interim Period; and

2.5.2  

none of the Shareholders shall transfer or otherwise dispose of his or its interest in the Acquisition Shares between the date of this Agreement and the earlier of (i) the Completion Date and (ii) the last day of the Interim Period.

2.5.3  

the Shareholders shall cause any and all actions necessary to secure for the Purchaser to acquire the Remaining Shares from Remaining Shareholders on the Completion Date as contemplated by this Agreement.

2.6  

It is acknowledged that the agreement of the Shareholders to transfer the Acquisition Shares and of the Purchaser to acquire them represent irrevocable commitments subject only to the conditions precedent to Completion set out in Clause 8.1 and to termination of this Agreement before Completion pursuant to clauses 16.2, 16.3 or 16.4.

2.7  

Each of GAE and JP hereby acknowledge that:

2.7.1  

the authorised share capital of the Company shall not be increased or altered in any way between the date of Initial Funding Completion and the earlier of (i) the Completion Date and (ii) the last day of the Interim Period; and

2.7.2  

neither GAE nor JP shall transfer or otherwise dispose of their interest, if any, in the Acquisition Shares between the date of this Agreement and the earlier of (i) the Completion Date and (ii) the last day of the Interim Period.

2.7.3  

each of GAE and JP shall cause any and all actions necessary to secure for the Purchaser to acquire the Remaining Shares from Remaining Shareholders on the Completion Date as contemplated by this Agreement.

3.  

Consideration for the Acquisition Shares

3.1  

The Consideration for the transfer of the Acquisition Shares shall be the issue and allotment by the Purchaser to the Shareholders or their nominees on Completion of the numbers of Consideration Shares set out opposite their respective names in Schedule 2.

3.2  

The Consideration Shares shall be issued by the Purchaser credited as fully paid and non assessable and shall rank pari passu in all respects with the Stock Units in the capital of the Purchaser in issue at Completion.

3.3  

The Consideration Shares shall, at the Completion Date represent 14.5% percent of the entire issued share capital of the Purchaser.

4.  

Finance

4.1  

The Initial Funding shall be used during the Interim Period to meet expenditure connected with setting up and establishing the Business. The Business Plan contains details of expenditure to be incurred during the Interim Period and Schedule 6 Part II identifies a detailed schedule of expenditure for which the Initial Funding may be used.

4.2  

It is intended that the Initial Funding shall be transferred and made available to the Company in exchange for the Allotment Shares. Of the total Initial Funding the pound sterling equivalent of US$1,500,000 shall be applied on Initial Funding Completion in payment of the Issue Price for the Allotment Shares pursuant to Clause 5.

4.3  

As and with effect from Initial Funding Completion, the Purchaser shall be represented by a single director on the board of directors of the Company, Malibu Representative, and the Purchaser shall be entitled to remove the same director and appoint a replacement at any time. Any subsequent appointment to the initial appointment and any removal shall be made by notice in writing served on the Company and shall take effect upon service of the notice. The Company shall take any and all actions necessary to approve such subsequent appointment. The Malibu Representative, or his duly appointed alternate, shall have the same right to attend Company board meetings and to call upon the board of the Company to convene meetings as the other directors and shall have the same rights of access to the Company’s accounts, records and papers as other directors. The board of directors shall meet regularly (as necessary by telephone conference call) during the Interim Period, and not less often than once a month. During the Interim Period the Malibu Representative (or his alternate) shall be a necessary attendee for a quorum and for the purposes of this Agreement the Company’s Articles of Association shall be deemed to have been amended accordingly.

4.4  

The Purchaser intends to raise the Main Funding during the Interim Period through further private placements of Stock Units and undertakes with the Company with respect to such arrangements as follows:

4.4.1  

to use its best endeavours to raise the Main Funding through private placements provided that, as the Company, the Shareholders, GAE and JP hereby acknowledge and accept, the outcome of such endeavours cannot be guaranteed by the Purchaser and is not underwritten by third parties;

4.4.2  

that such private placements shall be solicited based on draft subscription agreements and shall be managed and administered in conformity with US securities laws and rules and regulations applicable to the issue and allotment of stock in corporations quoted on the Principal Market;

4.4.3  

that in collaboration with its agents and representatives it will proceed diligently with actions required to achieve the Main Funding within the Interim Period;

4.4.4  

that it will advise the Company as to progress with the Main Funding initiatives in response to requests for information;

4.4.5  

that it will provide the Company with a draft copy of the private placement memorandum at least 2 Business Days before it is released to potential investors;

4.4.6  

that it will incorporate reasonable amendments to the private placement memorandum requested by the Company’s directors before issuance to potential investors, unless such amendments would cause or could lead to a violation of any law or regulation; and

4.4.7  

that as soon as practicable after receiving binding commitments for the full amount of the Main Funding it will advise the Company that such commitments have been received.

5.  

Initial Funding Completion

5.1  

Subject to a mutual agreement of, and entry into the Escrow Agreement by and between, SRFF and the Company’s Solicitors, Initial Funding Completion shall take place on the date of this Agreement at the offices of the Company’s Solicitors.

5.2  

Prior to Initial Funding Completion the Purchaser shall transfer the Initial Funding by direct deposit to the Solicitor’s Bank Account pursuant to the terms of the Escrow Agreement. Upon Initial Funding Completion or as soon as practical thereafter, the Company shall cause the US dollar amount held in the Solicitor’s Bank Account to be converted to Pounds Sterling equivalent at such rate as may be available to the Company’s Solicitors, pursuant to their normal banking arrangements. Following such conversion, in accordance with the form of the Escrow Agreement, the Company’s Solicitors will arrange for the transfer of the Pounds Sterling amount to be transferred to the Company’s account by way of subscription for the Allotment Shares.

5.3  

On Initial Funding Completion in consideration for and subject to the payment of the subscription price in accordance with Clause 5.2 above, the Company shall:

5.3.1  

allot and issue to the Purchaser the Allotment Shares credited as fully paid;

5.3.2  

deliver to the Purchaser a duly executed share certificate in respect of the Allotment Shares; and

5.3.3  

deliver to the Purchaser a certified copy of the minutes of the meeting of its board of directors as referred to in Clause 5.4 below.

5.4  

On Initial Funding Completion the directors of the Company shall hold a meeting at the offices of the Company’s Solicitors or a mutually agreed location to:

5.4.1  

approve the allotment and issue to the Purchaser of the Allotment Shares;

5.4.2  

instruct the secretary of the Company to enter the Purchaser into the register of members of the Company as the owner of the Allotment Shares and make the necessary returns to the Registrar of Companies.

5.5  

On or before Initial Funding Completion, the Purchaser shall appoint a Malibu Representative onto the board of directors of the Company, and the Company shall take any and all actions necessary to approve such appointment of the Purchaser appointed director to its board of directors.

5.6  

The Shareholders and GAE and JP undertake with the Purchaser to procure that the Company complies with its obligations as set out in this Clause 5.

6.  

Interim Period Management

6.1  

The Parties mutually recognise the importance to the success of the Business of:

6.1.1  

ensuring that the provisions of the Interim Funding Agreements are implemented in accordance with their terms and within the periods of time for the implementation of such provisions as identified in the Business Plan; and

6.1.2  

signing the Completion Agreements during the Interim Period and implementing the provisions of such Completion Agreements to the extent such provisions are capable of being implemented within the Interim Period.

6.2  

During the Interim Period the Company and its Business shall be actively and diligently managed with a view to achieving the objectives set out in the Business Plan by relevant milestone dates. In particular the Company:

6.2.1  

shall incorporate and register in the UK the Subsidiaries having the legal capacity to construct, own and operate the contemplated businesses (subject to receiving the necessary licences and approvals); 

6.2.2  

shall use its best endeavours to identify and secure rights of long term tenancy by the Subsidiaries of sites for the construction and operation of the facilities necessary to the businesses contemplated in this Agreement and to submit all applications so as to enable construction and operation of these facilities to be commenced by the various dates for commencement set out in the Business Plan;

6.2.3  

shall use best endeavours, so far as practicable, to identify and establish business relationships either through the Subsidiaries, or by the Company directly, with suitable suppliers of raw materials and customers for oilseed crush plant and enter into discussions with such suppliers and customers with a view to delivering the financial results projected in the Business Plan provided nevertheless that the Purchaser hereby acknowledges that such results are only projections; and

6.2.4  

shall not establish any subsidiary companies other than the Subsidiaries and shall not enter into any joint ventures or other forms of partnership with any third parties unless approved by the Purchaser’s board of directors.

6.2.5  

the Company shall only enter into any other arrangement or agreement with the intention of meeting the objectives set out in the Business Plan subject to the prior approval of the Company’s board of directors;

6.2.6  

notwithstanding the requirements set forth in this clause 6.2.5, prior approval of the Company’s board of directors during the Interim Period shall not be required for the Company to enter into an arrangement or agreement provided that said arrangement or agreement (i) is entered into in the best interests of the Company with the intention of meeting the objectives set out in the Business Plan, (ii) individually is not valued in excess of £10,000 and shall not cause the Company to incur liabilities or expenditures in excess of £10,000, and (iii) in aggregate, any said arrangements or agreements, are not valued in excess of £30,000 and shall not cause the Company to incur liabilities or expenditures in excess of £30,000.

6.3  

The directors and managers of the Company shall during the Interim Period dedicate sufficient working time to the management of the Company and its Business as may be required to deliver the objectives set out in the Business Plan by relevant milestone dates in accordance with the provisions of Clause 6.2 and during the Interim Period shall use their best endeavours to achieve the objectives set for the Business in the Business Plan..

6.4  

Neither the Company, nor the Shareholders, nor GAE and JP shall during the Interim Period enter into any agreements or arrangements with third parties which would be prejudicial or likely to be prejudicial to the best interests of the Company and the future of the Business. The Completion Agreements and any other material contracts and undertakings between the Company, and/or its Subsidiaries shall be signed on a basis which ensures that the commitments and obligations of the Company and/or its Subsidiaries are made conditional upon Completion pursuant to this Agreement.

6.5  

During the Interim Period the Company shall not create any mortgages, charges or liens, security interests over any Company assets without the consent of the Purchaser.

6.6  

During the Interim Period the Company shall introduce and enforce proper and effective generally accepted accounting systems and procedures. All expenses, payments and outgoings made by the Company and the Subsidiaries shall be consistent with the provisions of the Business Plan and shall be restricted to payments of the type identified in Schedule 6.

6.7  

During the Interim Period the Company shall introduce and implement policies and procedures for the proper and effective management of the Business by the Company's officers and employees, and by third parties instructed on behalf of the Company.  Such policies and procedures shall provide for the management of the Business following Completion and to the extent feasible during the Interim Period for management, in compliance with all relevant laws and regulations and in accordance with best practice corporate governance and relevant social obligations, including US laws governing the conduct of business by US registered companies and their subsidiaries, and US Securities Exchange Commission’s rules and regulations.

6.8  

During the Interim Period the Company shall cause monthly Management Accounts to be prepared containing full details of income and expenditure and shall submit the same to its board of directors. The Management Accounts shall fairly and accurately represent the liabilities of the Company and shall be prepared in substantial accordance with US generally accepted accounting principles consistently applied. Not less than 7 Business Days prior to Completion the Company shall forward to the Purchaser a final set of Management Accounts.

6.9  

The Shareholders and GAE and JP expressly undertake and covenant with the Purchaser to procure that the Company and the directors and managers complies with and performs its, and or their, obligations as set out in this Clause 6. The Purchaser acknowledges that, with respect to those of the Company’s obligations which are expressed as best efforts obligations, the Shareholders and GAE and JP shall be deemed to have fulfilled and/or discharged their obligation to procure such compliance and/or performance by the Company provided they can demonstrate that they themselves have made best efforts to procure compliance and performance by the Company. Any reasonable costs and expenses incurred by the Shareholders and GAE and JP in discharging their obligations to the Company pursuant to this Clause 6.9, not covered by separate expense arrangements with the Company, shall be reimbursed by the Company.

6.10  

Prior to or upon Completion, the Company shall deliver the Company Financial Statements.

6.11  

During the Interim Period the Purchaser shall be actively and diligently managed with a view to achieving the objectives set out in the Purchaser’s Business Overview Section set forth in its Registration Statement filed with the SEC on Form SB-2 on August 4, 2006; in particular, the Purchaser shall use the net proceeds from sales of its Stock Units, net of the Initial Funding, for general corporate purposes and working capital; notwithstanding the foregoing, during the Interim Period the Purchaser shall not incur liabilities or expenditures in excess of $150,000.

7.  

Purchaser’s Termination Right

8.  

Completion

8.1  

Completion shall be conditional upon:

8.1.1  

the Purchaser being satisfied with the prospects for the Business in accordance with Clause 7 and its not having served a notice terminating this Agreement pursuant to Clause 16.2;

8.1.2  

the Purchaser raising the Main Funding through the private placement of Stock Units equal to or more than the amount of the Main Funding;

8.1.3  

all documents or copies of documents required to be executed and delivered to the Purchaser hereunder having been so executed and delivered;

8.1.4  

all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Company, the Shareholders or GAE and JP at or prior to the Completion having been complied with or performed; and

8.1.5  

there not having occurred:

(a)  

any material adverse change in the financial position or condition of the Company, its liabilities or the assets of the Company or any damage, loss or other change in circumstances materially and adversely affecting the Company, the Business or the assets of the Company or the Company’s right to carry on the Business, other than changes in the ordinary course of business, none of which has been materially adverse; or

(b)  

any damage, destruction, loss or other event, including changes to any laws or statutes applicable to the Company or the Business (whether or not covered by insurance) materially and adversely affecting the Company, the Business or the assets of the Company;

8.1.6  

the transactions contemplated hereby having been approved by any regulatory authorities having jurisdiction over the transactions contemplated in this Agreement, if applicable;

8.1.7  

there being no disclosures in any draft Disclosure Letter delivered to the Purchaser on or before the Completion Date which will have, or may be likely to have, a material adverse effect upon the value of the Company and or the Business or which would be likely to adversely effect the Company’s ability to deliver the Business Plan or which have the effect of altering or amending any of the Company’s, the Shareholders’ and or GAE and JP’s obligations or commitments pursuant to this Agreement..

8.1.8  

the delivery of the Company Financial Statements pursuant to Clause 6.11.

8.1.9  

the delivery of the Voting Trust Agreements entered into by the shareholders of the Purchaser holding in aggregate at least 10.5% of the issued and outstanding Stock Units on the Completion Date (the "10.5% Shareholders"), a form of which is annexed hereto as Exhibit I; such that the Purchaser will arrange for the 10.5% Shareholders to enter into a Voting Trust Agreement with SRFF giving the Purchaser’s Majority Directors, the right to vote the shares held by the 10.5% Shareholders during the 12 month period from the Completion Date in favor of any resolution presented to all of the shareholders of Malibu in accordance with the directions of the Purchaser’s Majority Directors.

8.1.10  

the delivery by the Purchaser of the Lock-up Agreements entered into by the 10.5% Shareholders, a form of which is annexed hereto as Exhibit II;

8.1.11  

the delivery by the Purchaser to the Company in a reasonable manner of a confirmation that the Stock Units have been approved for listing on the Principal Market (effectiveness of Form 211 application); and

8.1.12  

simultaneous transfer of the Remaining Shares pursuant to the Supplementary Agreement.

8.2  

Completion shall take place on a date to be agreed between the Parties being a date which shall be not earlier than two Business Days and not later than ten Business Days after the date when all of the above conditions precedent have been fulfilled. If the Parties fail to agree upon a date which is within the ten Business Day period, Completion shall take place on a date which shall be fifteen Business Days after fulfillment of all of the conditions precedent to Completion.

8.3  

If Completion has not occurred within a period of five months from the date hereof due to non fulfillment of any one or more of the conditions precedent to Completion set out in Clause 8.1 above and the Purchaser has not served a notice pursuant to 16.2, then:

8.3.1  

the Purchaser shall be entitled to serve notice on the Company and the Shareholders calling upon them to meet and discuss actions which can be taken to fulfill the outstanding condition or conditions precedent which is or are preventing Completion from taking place; and

8.3.2  

the Company shall be entitled to serve an equivalent notice to the notice described in 8.3.1 on the Purchaser.

8.4  

Following service of a notice pursuant to Clause 8.3 the Parties and or their representatives shall meet to discuss, in good faith, actions which can be taken to resolve the difficulties which are preventing Completion from taking place. If the Parties either have not met or have not resolved such difficulties within a period of twenty five Business Days from the date of service of a Clause 8.3 notice they shall be entitled to serve notice terminating this Agreement in accordance with Clause16.3.

8.5  

On Completion, which shall take place at the offices of the Company’s Solicitors:

8.5.1  

each of the Shareholders shall transfer his respective Acquisition Shares with full title guarantee, free from all Encumbrances and together with all rights that attach, or may in future attach, to them including the right to receive all dividends and distributions declared, made or paid on them on or after the date of this Agreement; and

8.5.2  

each of the Shareholders shall deliver or cause to be delivered to the Purchaser the following:

(a)  

a duly signed share transfer form into the name of the Purchaser representing the Acquisition Shares set out opposite his name in Schedule 2; and

(b)  

the share certificates for the Acquisition Shares or an indemnity in respect thereof.

8.5.3  

the Company shall deliver the certificate of incorporation and the statutory books (including the minute books of the Company);

8.5.4  

the Company, the Shareholders and GAE and JP shall deliver the final Disclosure Letter in the form of the draft accepted by the Purchaser to the Purchaser; and

8.5.5  

the Company shall deliver minutes of a meeting of the directors of the Company approving the transfers of the Acquisition Shares for registration in the name of the Purchaser.

8.6  

On Completion, the Purchaser shall:

8.6.1  

deliver to each of the Shareholders a stock certificate in respect of the Consideration Shares to which each Shareholder is entitled;

8.6.2  

produce to the Shareholders a certified copy of the resolution of the board of the Purchaser authorising the allotment and issue of the Consideration Shares to the Shareholders and appointing Gordon Alan Ewart, Jon Penton, Iestyn Morgan and Mark Ian Paulson as directors of the Purchaser; and

8.6.3  

a copy of the duly executed Business Transfer Agreement.

9.  

Restriction Provisions on Transfer/Sale of the Stock Units

9.1  

Each Shareholder agrees not to dispose of any of the Consideration Shares within a period of two years from Com