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 Xxxx Xxxxxxxx Xxxxxxx LLP with offices at 0000 Xxxxxx
xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, 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:
1
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 "Xxxxxxx X. Xxxxxxxx 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 Xxxx Xxxxxxxx Xxxxxxx 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 0000 Xxxxxx xx Xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (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.
2
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 Agreement other than to receive certificates
for
the Securities or other property to the extent distributable under the terms
of
this Voting Trust Agreement.
Within
thirty (30) days after the termination of this Voting Trust Agreement, the
Trustee shall instruct the Company’s transfer agent (the “Transfer Agent”) to
deliver to the registered holders of all Voting Trust Certificates, certificates
for the number of shares of the Securities represented thereby or other property
as specified under the terms hereof, upon the surrender of such Voting Trust
Certificates properly endorsed, such delivery to be made in each case at the
designated office of the Trustee; provided that the Trustee shall not be held
liable for the Company’s refusal to provide to the Transfer Agent any documents
requested by the Transfer Agent to effect the issuance or delivery of the
aforementioned certificates.
At
any
time subsequent to thirty (30) days after the termination of this Voting Trust
Agreement, the Trustee may deposit Securities with the Company equal to the
number of Securities represented by the Voting Trust Certificates then
outstanding, with authority in writing to the Company to deliver the Securities
in exchange for such Voting Trust Certificates. Upon such deposit, all further
liability of the Trustee for the delivery of the Securities and the delivery
or
payment of dividends upon surrender of the Voting Trust Certificates shall
cease, and the Trustee shall not be required to take any further action
hereunder.
10.
Dividends and Other Distributions.
If any
dividend or other distribution in respect of the Securities deposited with
the
Trustee is paid, in whole or in part, in stock having general voting powers,
the
Trustee shall likewise hold, subject to the terms of this Voting Trust
Agreement, the Securities which are received by the Trustee on account of such
dividend or other distribution, and the holder of each Voting Trust Certificate
representing Securities on which such stock dividend has been paid shall be
entitled to receive a Voting Trust Certificate issued under this Voting Trust
Agreement for the number of shares and class of stock which constitutes such
dividend or distribution. Holders entitled to receive the dividends or
distributions described hereinabove shall be persons registered as such on
the
transfer books of the Trustee at the close of business on the day fixed by
the
Company for the taking of a record to determine those holders of its stock
entitled to receive such dividends or distributions, or if the Trustee has
fixed
a date, as hereinafter in this paragraph provided, for the purpose of
determining the holders of Voting Trust Certificates entitled to receive such
payment or distribution, then persons registered as such at the close of
business on the date so fixed by the Trustee shall be entitled to receive the
dividends or distributions referred to herein.
3
If
any
dividend or distribution in respect of any of the Securities deposited with
the
Trustee is paid other than in stock having general voting powers, such as cash
or non-voting securities, the Trustee shall distribute the same among the
registered holders of the related Voting Trust Certificates at the close of
business on the day fixed by the Trustee for taking a record to determine the
holders of Voting Trust Certificates entitled to receive such distribution.
Such
distribution shall be made to such holders of Voting Trust Certificates ratably,
in accordance with the number of shares represented by their respective Voting
Trust Certificates.
The
transfer books of the Trustee may be closed temporarily by the Trustee for
a
period not exceeding twenty (20) days preceding the date fixed for the payment
of dividends or like distributions, or the distribution of assets or rights,
or
at any other time in the discretion of the Trustee. In lieu of providing for
the
closing of the books against the transfer of Voting Trust Certificates, the
Trustee may fix a date not exceeding twenty (20) days preceding any date fixed
by the Company for the payment of dividends or other distributions, or for
the
distribution of assets or rights, as a record date for the determination of
the
holders of Voting Trust Certificates entitled to receive such dividends or
distributions, and the holders of Voting Trust Certificates of record at the
close of business on such date shall exclusively be entitled to participate
in
such dividends or distributions.
In
lieu
of receiving cash dividends or other distributions upon the Securities and
paying the same to the holders of Voting Trust Certificates pursuant to the
provisions of this Voting Trust Agreement, the Trustee may instruct the Company
in writing to pay such dividends or distributions directly to the holders of
the
Voting Trust Certificates. The Trustee may at any time revoke such instructions,
and by written notice to the Company, may direct it to pay dividends or other
distributions to the Trustee. Upon such instructions being given by the Trustee
to the Company, and until revoked by the Trustee, all liability of the Trustee
with respect to such dividends or distributions paid by the Company directly
to
the holders of the Voting Trust Certificates, or not paid by the Company to
the
Trustee, shall cease.
11.
Dissolution of Company.
In the
event of the dissolution or total or partial liquidation of the Company, whether
voluntary or involuntary, the Trustee shall receive the monies, securities,
rights or property to which the holders of the Securities deposited hereunder
are entitled, and shall distribute the same among the registered holders of
Voting Trust Certificates in proportion to their interests, as shown by the
books of the Trustee, or the Trustee may, in the Trustee's discretion, deposit
such monies, securities, rights or property with any bank or trust company
as
the Trustee shall determine, with authority and instructions to distribute
the
same as above provided, and all further obligations or liabilities of the
Trustee in respect of such monies, securities, rights or property so distributed
shall cease.
12.
Reorganization of the Company.
In case
the Company is merged into or consolidated with another corporation, or all
or
substantially all of the assets of the Company are transferred to another
corporation, then in connection with such transfer, the term "Company," for
all
purposes of this Voting Trust Agreement, shall be taken to include such
successor corporation, and the Trustee shall receive and hold under this Voting
Trust Agreement any stock of such successor corporation received on account
of
the ownership, as Trustee hereunder, of the Securities held hereunder prior to
such merger, consolidation or transfer. Voting Trust Certificates issued and
outstanding under this Voting Trust Agreement at the time of such merger,
consolidation or transfer may remain outstanding, or the Trustee may, in the
Trustee's discretion, substitute for such Voting Trust Certificates new Voting
Trust Certificates in appropriate form, and the term "Stock" as used herein
shall be taken to include any stock which may be received by the Trustee in
lieu
of all or any part of the stock of the Company.
4
13.
Rights and Duties of Trustee.
Until
the actual delivery to the holders of Voting Trust Certificates issued hereunder
of the Securities in exchange therefor, and until the surrender of the Voting
Trust Certificates for cancellation, no Shareholder shall have the right to
vote
the Securities held hereunder. The Trustee shall have the exclusive right to
exercise all of the Shareholders' voting rights and powers in respect of such
shares deposited hereunder, as if the Trustee was the absolute owner thereof.
Without limiting the generality of the foregoing, the Trustee shall have the
right to exercise, in person or by the Trustee's nominees or proxies, all
Shareholders' rights and powers in respect of all the Securities deposited
hereunder, including the right to vote and to take part in or consent to any
corporate or Shareholders' action of any kind whatsoever. The right to vote
shall include, without limitation, the right and duty to vote for any election
or removal of directors, and in favor of or against any resolution or proposed
action of any character whatsoever, which may be presented at any meeting,
or
require the consent of the shareholders of the Company, including, without
limitation, the dissolution or liquidation of the Company.
In
voting
the Securities held by the Trustee under this Voting Trust Agreement, the
Trustee shall vote to take such part or action in respect to the management
of
the Company's affairs as the Trustee may deem necessary, to the end that the
Trustee may be advised of the affairs of the Company and the management thereof;
and in voting upon any matters that may come before the Trustee at any
shareholders' meeting, the Trustee shall exercise the Trustee's best judgment,
but the Trustee shall not be personally liable with respect to any action taken
pursuant to the Trustee's votes so cast in any matter or act committed or
omitted to be done under this Voting Trust Agreement, provided such commission
or omission does not amount to willful misconduct on the Trustee's part.
14.
Initial and Successor Trustee.
The
initial Trustee hereunder is Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, attention
Xxxxxxx X. Xxxxxxxx. If the Trustee is not willing to serve, then the holders
of
Voting Trust Certificates then representing a majority of the voting power
of
the Securities deposited hereunder shall designate one or more persons, bank
or
trust companies meeting the qualifications described above to serve as successor
trustee(s) or co-trustees. Such written designation may be amended or revoked
at
any time and such designation may provide for a series of successor Trustees.
If
there is more than one Trustee hereunder, then a majority vote of such Trustees
shall be required for any action of the Trustees hereunder.
15.
Reimbursement of Trustee Expenses; Liability of Trustee.
The
Trustee shall not be paid compensation for the Trustee's services. The Trustee
shall have the right to incur and pay such reasonable expenses and charges,
and
to employ and pay such agents, attorneys and counsel as the Trustee may deem
necessary and proper for carrying this Voting Trust Agreement into effect.
Any
such expenses or charges incurred by or due to the Trustee may be deducted
from
the dividends or other monies or property received by the Trustee on the shares
deposited hereunder, or the Trustee may render statements directly to the
registered holders of all the Voting Trust Certificates outstanding under this
Voting Trust Agreement for payment of such expenses on a pro rata basis. Nothing
herein shall disqualify the Trustee or incapacitate the Trustee from serving
the
Company or one or more of the holders of the Voting Trust Certificates in any
capacity, and from receiving compensation for such service.
The
Trustee shall incur no responsibility or liability by reason of any error of
law
or with respect to anything done or suffered or omitted, except for the
Trustee's own individual willful misconduct or failure to exercise good faith
in
connection with or arising out of this Voting Trust Agreement or the discharge
by the Trustee of the Trustee's duties hereunder. The Shareholders agree to
indemnify and save harmless the Trustee from and against any and all claims,
expenses and liabilities incurred by the Trustee or asserted against the Trustee
in connection with or arising out of this Voting Trust Agreement or the
discharge by the Trustee of the Trustee's duties hereunder, except for a
Trustee's willful misconduct or failure to exercise good faith in such matters,
which agreement to indemnify and hold the Trustee harmless shall be subject
to
contribution by the Shareholders in proportion to their interest in the
Securities entrusted with the Trustee hereunder at the time of the initial
assertion of a claim by any Trustee to be so indemnified or held harmless.
No
Trustee shall be required to give any bond or other security for the discharge
of the Trustee's duties.
The
Trustee may consult with legal counsel and the Trustee shall be fully protected
and be subject to no liability for any action under this Voting Trust Agreement
taken or suffered in good faith by the Trustee in accordance with the opinion
of
such counsel; the Shareholders shall pay the costs of such legal counsel.
5
16.
Shareholder Representations and Agreements.
Each
Shareholder represents, warrants and agrees as follows:
(a)
that
Exhibit A annexed hereto sets forth the shares of which such Shareholder is
the
record and beneficial owner;
(b)
that
such Shareholder is on the date hereof the lawful owner of the number of shares
set forth therein, free and clear of all liens, security interests,
encumbrances, voting agreements and commitments of every kind;
(c)
such
Shareholder has all necessary power and authority to enter into this Voting
Trust Agreement, and that this Voting Trust Agreement is the legal, valid and
binding agreement of the Shareholder, and is enforceable against such
Shareholder in accordance with its terms;
(d)
such
Shareholder agrees that monetary damages would be an inadequate remedy for
the
breach by such Shareholder of any term or condition of the Voting Trust
Agreement, and that the Trustee shall be entitled to a temporary restraining
order and preliminary and permanent injunctive relief in order to enforce the
agreements of such Shareholder set forth herein, without the posting of a bond
or other security; and
17. Notices.
All
notices and other communications required or permitted hereunder shall be in
writing and shall conclusively deem to have been duly given: (a) when hand
delivered to the receiving party; (b) when received when sent by facsimile
at
the applicable address and the numbers set forth below or shown on the transfer
books of Trustee; (c) three business days after deposit in the U.S. Mail with
first class or certified mail receipt requested postage prepaid and addressed
to
the applicable party as set forth below or in the transfer books of Trustee;
or
(d) the next business day after deposit with a national overnight delivery
service, postage prepaid, addressed to the applicable party as set forth below
or in the transfer books of Trustee with next business day delivery guaranteed,
provided that the sending party receives a confirmation of delivery from the
delivery service provider.
To
the
Trustee:
Sichenzia
Xxxx Xxxxxxxx Xxxxxxx LLP, Trustee
Attention:
Xxxxxxx X. Xxxxxxxx
0000
Xxxxxx xx xxx Xxxxxxxx, 00xx
Xxxxx
Xxx
Xxxx,
XX 00000
Fax
No.:
(000) 000-0000
To
the
Company:
Malibu
Minerals, Inc.
000
Xxxx
Xxxx Xxxxxx
Xxxxxx
Xxxx, XX 00000
Attention:
Xxxxx Xxxxx
Fax
No.:
With
a
copy to:
Xxxxxxx
X. Xxxxxxxx, Esq.
Sichenzia
Xxxx Xxxxxxxx Xxxxxxx LLP
1065
Avenue of the Xxxxxxxx, 00xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Fax
No.:
(000) 000-0000
Every
notice so given shall be effective, whether or not received, and the date of
mailing shall be the date such notice is deemed given for all purposes. The
addresses of the holders of Voting Trust Certificates, as shown on the transfer
books of the Trustee, shall in all cases be deemed to be the addresses of Voting
Trust Certificate holders for all purposes under this Voting Trust Agreement,
without regard to what other or different addresses the Trustee may have for
any
Voting Trust Certificate holder on any other books or records of the Trustee.
6
All
distributions of cash, securities or other property hereunder by the Trustee
to
the holders of Voting Trust Certificates may be made, in the discretion of
the
Trustee, by registered mail in the same manner as hereinabove provided for
the
giving of notices to the holders of Voting Trust Certificates.
17.
Securities Act Restrictions.
The
Shareholders acknowledge their recognition and understanding that neither their
Voting Trust Certificate(s) nor any interest of the Shareholders created by
the
terms of this Voting Trust Agreement is or will be registered under the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder or under any state securities law (collectively, the "Securities
Acts"), in reliance upon exemptions contained in the Securities Acts. In
addition, the Shareholders understand and agree that: (a) all of the Voting
Trust Certificates, and all of the interest of the Shareholders created by
this
Voting Trust Agreement, have been or are being acquired by the Shareholders
for
their own accounts and not with a view to, or for resale in connection with,
any
distribution of such shares or interest within the meaning of the Securities
Acts; and (b) neither such Voting Trust Certificates nor such interest created
by this Voting Trust Agreement have been registered under any of the Securities
Acts, and each must be held indefinitely unless they are subsequently registered
under the Securities Acts or an exemption from such registration is available.
The Shareholders acknowledge and agree that the Trustee has no obligation to
cause the Voting Trust Certificates or any such interested created by the terms
of this Voting Trust Agreement to be registered under any of the Securities
Act,
nor does the Trustee have the obligation to comply with any exemption under
the
Securities Acts which would permit the same to be transferred without
registration.
[SIGNATURE
PAGE FOLLOWS]
7
IN
WITNESS WHEREOF,
the
Trustee has signed this Voting Trust Agreement, and the Shareholders have signed
this Voting Trust Agreement.
TRUSTEE:
________________________________
Sichenzia
Xxxx Xxxxxxxx Xxxxxxx LLP
SHAREHOLDERS:
| /s/ | /s/ | ||
|
(Name of Shareholder) |
(Name of Shareholder) |
||
| /s/ | /s/ | ||
|
|
|
||
| Name Title |
Name Title |
| /s/ | /s/ | ||
|
(Name of Shareholder) |
(Name of Shareholder) |
||
| /s/ | /s/ | ||
|
|
|
||
| Name Title |
Name Title |
8
EXHIBIT
A
Name
and Address of Shareholder Number
of Shares
9
EXHIBIT
B
NO.
________
_________ SHARES
MALIBU
MINERALS, INC.
A
NEVADA CORPORATION
VOTING
TRUST CERTIFICATE FOR SECURITIES
This
certifies that ___________________________ or permitted registered assigns
is
entitled to all the benefits arising from the deposit with the Trustee under
the
Voting Trust Agreement (defined below), of certificates for __________ shares
of
the Securities of Malibu Minerals, Inc., a Nevada corporation (the "Company"),
as provided in such Voting Trust Agreement and subject to the terms thereof.
Capitalized terms not defined herein shall have that meaning ascribed to such
term in the Voting Trust Agreement.
This
Certificate is issued, received and held under, and the rights of the owner
hereof are subject to, the terms of a Voting Trust Agreement dated
______________ ____, 2007, between Xxxxxxx X. Xxxxxxxx of Sichenzia Xxxx
Xxxxxxxx Xxxxxxx LLP, and certain holders of certificates issued thereunder
(the
"Voting Trust Agreement"). A copy of the Voting Trust Agreement, and of every
agreement amending or supplementing the same, is on file in the principal office
of Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, at 0000 Xxxxxx xx Xxx Xxxxxxxx, 00xx
Xxxxx, Xxx Xxxx, XX 00000. By acceptance hereof, the registered owner of this
Certificate hereby assents to, and agrees to be bound by, all of the terms
and
conditions of the Voting Trust Agreement, whether or not said registered owner
has executed the Voting Trust Agreement.
Stock
certificates for the number of shares of Securities then represented by this
Certificate, or the net proceeds in cash or property of such shares, shall
be
due and deliverable hereunder upon the termination of the Voting Trust
Agreement, as provided therein.
The
Voting Trust Agreement shall continue in full force and effect until
______________ ____, 2007 (twelve (12) months from the Completion Date as
defined in the Acquisition Agreement dated ______________ ____, 2007), unless
such date is extended or the Voting Trust Agreement is terminated prior thereto,
as provided in the Voting Trust Agreement.
This
Certificate is transferable only in compliance with Section 3 of the Voting
Trust Agreement, and permitted transfers only of this Certificate shall be
accomplished on the books of the Trustee upon surrender (by the registered
owner
hereof or his duly authorized representative) of this Certificate at the
principal office of the Trustee, as aforesaid, in accordance with rules to
be
established for that purpose by the Trustee, and upon presentation to the
Trustee of all necessary documentation to support such permitted transfer.
This
Certificate shall not be valid for any purpose until duly signed by the Trustee.
IN
WITNESS WHEREOF,
the
Trustee has signed this Certificate on this __ day of ________, 2007.
_____________________________
Sichenzia
Xxxx Xxxxxxxx Xxxxxxx LLP, Trustee
