Form of Voting Trust Agreement

VOTING TRUST AGREEMENT



NO CERTIFICATE IN THE VOTING TRUST ESTABLISHED HEREBY HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAW OF ANY STATE, EACH SUCH CERTIFICATE BEING ACQUIRED BY THE HOLDER THEREOF IN A TRANSACTION EXEMPT FROM THE REGISTRATION PROVISIONS OF SUCH LAWS.



THIS VOTING TRUST AGREEMENT (the "Voting Trust Agreement") is made and entered into as of this __ day of _______________, 2007, by and among the shareholders set forth on the signature page (collectively, the "Shareholders"), each a holder of "Shares" (as hereinafter defined) issued by Malibu Minerals, Inc., a Nevada corporation (the "Company"), together with such other present and/or future shareholders of the Company as may hereafter become parties hereto or holders of Voting Trust Certificates (all of the foregoing being hereinafter being individually referred to as a "Shareholder" and collectively referred to as the "Shareholders"), on the one hand and Sichenzia Ross Friedman Ference LLP with offices at 1065 Avenue of the Americas, 21st Floor, New York, NY 10018, and any successor or successors in trust (the "Trustee"), on the other hand.



WHEREAS, the Company is a corporation organized and existing under the laws of the State of Nevada, with authorized capital of 100,000,000 shares of common stock, $.001 par value (the "Common Stock");



WHEREAS, the Stockholders own an aggregate of ________________ shares of Common Stock;



WHEREAS, pursuant to an Acquisition Agreement (the "Acquisition Agreement") dated December ___, 2006 between the Company, Flex Fuels Energy Limited, a company registered in England and Wales under company number 6003328 ("Flex Fuels"), and the shareholders of Flex Fuels, the Company acquired 15% all of the entire issued share capital of Flex Fuels in consideration for payment of $1,500,000, and intends to further acquire the balance, 85%, of the issued share capital of Flex Fuels pursuant to the terms of the Acquisition Agreement;



WHEREAS, pursuant to the Acquisition Agreement, each of the Shareholders has entered into a Lock-up Agreement (the "Lock-up Agreement") dated as of the respective date of execution with the Company and Flex Fuels pursuant to which each Shareholder agreed not to, during the period beginning on the date of the Acquisition Agreement and ending on the date 12 months after the Completion Date (as defined in the Acquisition Agreement), sell, assign, give, pledge, encumber, dispose or otherwise transfer ownership of any right, title or interest to all or any portion of the Shares (as defined below) held by each respective Shareholder, unless permitted under the Lock-up Agreement;



WHEREAS, in order to insure continuity and stability of policy and management and for the benefit and protection of the present and future holders of Common Stock, the Company requires the deposit hereunder with the Voting Trustee, of the shares of Common Stock being so deposited, and each of the Stockholders deems the deposit of its shares of Common Stock hereunder to be in its interest;



WHEREAS, the Trustee has consented to act under this Voting Trust Agreement for the purposes herein provided.



NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows:







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1. Transfer of Stock to Trustee. Each of the Shareholders hereby assigns and transfers to the Voting Trust the number of shares of Common Stock (the "Shares" or the "Securities") set forth opposite such Shareholders name on Exhibit A hereto and herewith deposits with the Voting Trust the certificate or certificates representing such shares, duly endorsed in blank or accompanied by a proper instrument of assignment duly executed in blank, and in either case with all requisite transfer tax stamps attached. Each of the Shareholders shall so assign, transfer and deposit any other shares of Common Stock and the certificates therefore hereafter acquired by such Shareholders, including, without limitation, pursuant to the exercise of options or warrants, immediately upon such acquisition. Upon receipt by the Voting Trust of the certificates representing any shares of Common Stock, the Voting Trust shall hold such shares subject to the terms and conditions of this Agreement and shall deliver or cause to be delivered to each Shareholders certificates (the "Voting Trust Certificates") representing the shares of Common Stock so deposited by such Shareholder.



All certificates of Securities transferred and delivered to the Trustee pursuant to this Voting Trust Agreement shall be surrendered by the Trustee to the Company and cancelled, and new certificates therefor shall be issued to and held by the Trustee in the name of "Richard A. Friedman as Trustee under the Voting Trust Agreement, dated ______________ ____, 2007" and shall have the following legend placed on the certificate therefor:



"The shares represented by this certificate are subject to the terms of a Voting Trust Agreement dated ______________ ____, 2007, as amended from time to time, a copy of which is on file at the office of Sichenzia Ross Friedman Ference LLP"



This legend shall be in addition to any other legends which are required by federal or state laws (including, but not limited to any legend required by the Securities Act of 1933 or the "blue sky" laws of any state, or any rule or regulation thereunder) or as otherwise may be reasonably required by the Trustee.



2. Voting Trust Certificates. The Voting Trust Certificates to be issued and delivered by the Trustee in respect of the Securities deposited with the Trustee ("Voting Trust Certificates") shall be in substantially the form of Exhibit B attached hereto.



3. Transfer of Certificates. The Voting Trust Certificates shall be transferable at the office of the Trustee, located at 1065 Avenue of The Americas, 21st Floor, New York, NY 10018 (or at such other office as the Trustee may designate by an instrument in writing signed by the Trustee and sent by mail to the registered holders of Voting Trust Certificates), on the books of the Trustee, by the registered owner thereof, either in person or by his duly authorized attorney, in accordance with the terms of this Voting Trust Agreement, and according to the rules established for that purpose by the Trustee and upon surrender of such Voting Trust Certificates. The Trustee may treat the registered holder as owner thereof for all purposes whatsoever, but the Trustee shall not be required to deliver certificates of Securities hereunder without the surrender of such Voting Trust Certificates. The Trustee shall not be required to recognize any transfer of a Voting Trust Certificate not made in accordance with the provisions hereof.



If a Voting Trust Certificate is lost, stolen, mutilated or destroyed, the Trustee, in the Trustee's discretion, may issue a duplicate of such certificate upon receipt of: (a) evidence of such fact satisfactory to the Trustee; (b) indemnity satisfactory to the Trustee; (c) the existing certificate, if mutilated; and (d) reasonable fees and expenses in connection with the issuance of a new trust certificate.



4. Restrictions. No Shareholder shall sell, assign, give, pledge, encumber, dispose or otherwise transfer ownership of any right, title or interest to all or any portion of his Securities or Voting Trust Certificates in the Company, by operation of law or otherwise, except in accordance with and as provided by this Voting Trust Agreement, the Lock-up Agreement (as defined below) and except in compliance with all applicable Federal and state securities laws, rules and regulations.



5. Restrictions on Transfers. Voting Trust Certificates issued hereunder shall be freely transferable by the holders thereof without restriction other than compliance with all federal and state securities laws and all other applicable laws, rules and regulations. Certificates for the Securities deposited hereunder in the name of the Trustee shall not be transferable at any time during the term hereof. Accordingly, during the term hereof, no such Securities may be transferred, conveyed, assigned, encumbered or hypothecated in any manner whatsoever by the Trustee or the holder of the related Voting Trust Certificate. The Shareholders further acknowledge that each of the shareholders has also entered into or intends to enter into a Lock-up Letter Agreement with the Company (the "Lock-up Agreement" ) with respect to the Shares set forth opposite such Shareholder's name on Exhibit A hereto.







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6. Voting of Shares. (a) Until the Termination Date, the Trustee shall cause all Shares of Common Stock held by the Voting Trust to be voted in accordance with the decision of the Majority Directors.



(b) For purposes of this Voting Trust Agreement, a "Majority Directors" shall mean an affirmative vote of a majority of the votes cast by the Directors 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.



7. Agreement. A copy of this Voting Trust Agreement, and of every agreement extending, supplementing or amending this Voting Trust Agreement, shall be filed in the principal office of the Company and shall be open to the inspection of any Shareholder or any beneficiary of the trust established under this Voting Trust Agreement. All Voting Trust Certificates issued under this Voting Trust Agreement shall be issued, received and held subject to the terms of this Voting Trust Agreement. Every person, firm, or corporation entitled to receive Voting Trust Certificates representing Securities, and their transferees and assigns, upon accepting the Voting Trust Certificates issued hereunder, shall be bound by the provisions of this Voting Trust Agreement and shall be considered a Shareholder for purposes of this Voting Trust Agreement. This Voting Trust Agreement shall be governed under the laws of the State of New York.



8. Termination of Agreement. Except as otherwise provided in this Voting Trust Agreement, the Trust created by this Voting Trust Agreement is hereby expressly declared to be irrevocable. This Voting Trust Agreement shall terminate and be of no further force and effect twelve (12) months after the Completion Date (as defined in the Acquisition Agreement) (the "Termination Date").



9. Termination Procedure. Upon the termination of this Voting Trust Agreement as provided in Section 7 hereof, the Trustee, at such time as the Trustee may choose during the period commencing twenty (20) days before and ending twenty (20) days after such termination, shall mail written notice of such termination to the registered owners of the Voting Trust Certificates, at the addresses appearing on the transfer books of the Trustee. From the date specified in any such notice (which date shall be fixed by the Trustee), the Voting Trust Certificates shall cease to have any effect, and the holders of such Voting Trust Certificates shall have no further rights under this Voting Trust Agr ...