Deerfield Resources, Ltd.: Exhibit 10.4 - Prepared by TNT Filings Inc.











Exhibit 10.4




LOCK-UP AGREEMENT




February 10, 2010




Ladies and Gentlemen:




The undersigned is a current or former director, executive officer or beneficial owner of shares of capital stock, or securities convertible into or exercisable or exchangeable for the capital stock of Deerfield
Resources, Ltd., a Nevada corporation (the “Company”). The undersigned understands that the Company will complete a private placement of a minimum of 50 Units and a maximum of 80 Units, or up to 96 Units if the Company elects to accept
over-subscriptions, with each Unit (the “Units”) consisting of 100,000 shares of common stock and a five-year detachable warrant to purchase 50,000 shares of common stock with an exercise price of $1.60 per share, for a purchase price
of $125,000 per Unit (the “Funding Transaction”). The undersigned understands that the Company and the investors in the Funding Transaction will proceed with the Funding Transaction in reliance on this Letter Agreement. 


1. 


In recognition of the benefit that the Funding Transaction will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned agrees, for the benefit of the Company and each investor in the Funding Transaction, that, during the period beginning on the closing of the Funding Transaction (the “Closing Date”) and ending eighteen (18) months after such
date (the “Lockup Period”), the undersigned will not, without the prior written consent of persons holding a majority of the Units at such time (the “Majority Investors”), directly or indirectly, (i) offer, sell, offer to sell,
contract to sell, hedge, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or sell (or announce any offer, sale, offer of sale, contract of sale, hedge, pledge,
sale of any option or contract to purchase, purchase of any option or contract of sale, grant of any option, right or warrant to purchase or other sale or disposition), or otherwise transfer or dispose of (or enter into any transaction or device
that is designed to, or could be expected to, result in the disposition by any person at any time in the future), any securities of the Company (each, a “Company Security”), beneficially owned, within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the undersigned on the date hereof or hereafter acquired or (ii) enter into any swap or other agreement or any transaction that transfers, in whole or in part, directly
or indirectly, the economic consequence of ownership of any Company Security, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of any Company Security (each of the foregoing, a “Prohibited
Sale”). 


2. 



Notwithstanding the foregoing, the undersigned (and any transferee of the undersigned) may transfer any shares of a Company Security (i) as a bona fide gift or gifts, provided that prior to such transfer the donee or
donees thereof agree in writing to be bound by the restrictions set forth herein, (ii) to any trust, partnership, corporation or other entity formed for the direct or indirect benefit of the undersigned or the immediate family of the undersigned,
provided that prior to such transfer a duly authorized officer, representative or trustee of such transferee agrees in writing to be bound by the restrictions set forth herein, and provided further that any such transfer shall not involve a
disposition for value, (iii) to non-profit organizations qualified as charitable organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (iv) if such transfer occurs by operation of law, such as rules of descent
and
distribution, statutes governing the effects of a merger or a qualified domestic order, provided that prior to such transfer the transferee executes an agreement stating that the transferee is receiving and holding any Company Security subject to
the provisions of this agreement. For purposes hereof, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, the foregoing shall not prohibit privately negotiated
transactions, provided the transferees agree, in writing, to be bound to the terms of the lock-up agreements for the balance of the Lockup Period.











3. 


This Letter Agreement shall be governed by and construed in accordance with the
laws of the New York.


4. 


This Letter Agreement will become a binding agreement among the undersigned as
of the date hereof. In the event that no closing of the Funding Transaction
occurs, this Letter Agreement shall be null and void. This Letter Agreement (and
the agreements reflected herein) may be terminated by the mutual agreement of
the Company, the Majority Investors, and the undersigned, and if not sooner
terminated, will terminate upon the expiration date of the Lockup Period. This
Letter Agreement may be duly executed by facsimile and in any number of
counterparts, each of which shall be deemed an original, and all of which
together shall be deemed to constitute one and the same instrument. Signature
pages from separate identical counterparts may be combined with the same effect
as if the parties signing such signature page had signed the same counterpart.
This Letter Agreement may be modified or waived only by a separate writing
signed by each of the parties hereto expressly so modifying or waiving such
agreement. 


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Very truly yours,



______________________________________





______________________________________

Number of shares of Common Stock owned



______________________________________

Certificate Numbers



Address: 




Accepted and Agreed to this ___ day of February, 2010:


DEERFIELD RESOURCES, LTD. 


By: _________________________________
        Name: Xiangjun Liu


       Title: Chief Executive Officer 


 


 


 


 


 


[Signature Page to Lock-Up Agreement]