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
delive
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