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LOCK UP LETTER AGREEMENT

Lockup Agreement

LOCK UP LETTER AGREEMENT | Document Parties: MALIBU MINERALS INC. You are currently viewing:
This Lockup Agreement involves

MALIBU MINERALS INC.

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Title: LOCK UP LETTER AGREEMENT
Governing Law: New York     Date: 1/5/2007

LOCK UP LETTER AGREEMENT, Parties: malibu minerals inc.
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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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