ContractSubscription Agreement • June 5th, 2007 • Malibu Minerals Inc. • Metal mining • New York
THIS AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) PURSUANT TO REGULATION S UNDER THE SECURITIES ACT. NONE OF THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDAN
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 5th, 2007 • Malibu Minerals Inc. • Metal mining • Nevada
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this ___ day of ________________, 2007 by and among Malibu Minerals, Inc., a Nevada corporation (the “Company”), the persons whose name appears on the signature page attached hereto (individually a "Investor" and collectively, with all other investors, the "Investors").
MALIBU MINERALS, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • June 5th, 2007 • Malibu Minerals Inc. • Metal mining • New York
This Placement Agent Agreement (the “Agreement”) confirms the retention by Malibu Minerals, Inc., a Nevada corporation (“MMI” or the “Company”), of International Capital Partners SA (“ICP” or the “Placement Agent”; the Company and ICP shall be collectively referred to as the “Parties”), to act as the sales agent, on a best efforts basis, in connection with the Placement (as defined below) for MMI, on the terms set forth below.
DATED 29th March 2007 Flex Fuels Energy Limited and Paul Gothard EMPLOYMENT AGREEMENT Solicitors and registered Foreign Lawyers Regulated by the Law SocietyEmployment Agreement • June 5th, 2007 • Malibu Minerals Inc. • Metal mining • England and Wales
ADDENDUM TO ACQUISITION AGREEMENT DATED DECEMBER 29, 2006 (“ACQUISITION AGREEMENT”) BY AND AMONG MALIBU MINERALS, INC., A NEVADA CORPORATION (“MALIBU”), FLEX FUELS ENERGY LIMITED, A COMPANY FORMED UNDER THE LAWS OF ENGLAND AND WALES (“FLEX FUELS”),...Acquisition Agreement • June 5th, 2007 • Malibu Minerals Inc. • Metal mining
This Addendum (the “Addendum”) is made and entered into as of the 29th day of May 2007. Unless otherwise defined herein, capitalized terms used in this Addendum shall have the meaning given to them in the Acquisition Agreement.
