Liberty Star Uranium & Metals Corp.: Exhibit 4.27 - Filed by newsfilecorp.com






THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “1933 ACT”). 

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED
UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S.
PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

STOCK OPTION AGREEMENT 
(Non U.S. Persons)

This AGREEMENT is entered into as of the 10th day of August,
2010 (the “Date of Grant”).

BETWEEN:

LIBERTY STAR URANIUM & METALS
CORP., a company incorporated pursuant to the 
laws of the State of
Nevada, with an office at 5610 E Sutler Lane, Tuscon, Arizona 85712

(the “Company”)

AND:

<>, a businessman with an
address at <> 

(the “Optionee”) 

WHEREAS:

A.          
The Company’s board of directors (the “Board”) has approved and adopted a 2010
Stock Option Plan (the “Plan”) whereby the Board is authorized to grant stock
options to purchase shares of common stock of the Company to the directors,
officers, employees and consultants of the Company and its subsidiaries; 

B.          
The Optionee is a director, officer, employee or consultant of the Company or
subsidiary of the Company; and

C.          
The Company wishes to grant stock options to purchase a total of
<> [INSERT NUMBER OF OPTIONS] Optioned Shares (as defined herein) to
the Optionee, as follows:

_____________________ Incentive Stock
Options

                      X                        
 Non Qualified Stock Options

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the covenants and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:




2

1.            
DEFINITIONS

1.1          
In this Agreement, the following terms shall have the following meanings:

	 	(a) 	
      “Common Stock” means the shares of common stock of
      the Company;

	 	 	 
	 	(b) 	
      “Exercise Price” means $0.038 per share;

	 	 	 
	 	(c) 	
      “Expiry Date” means August 10, 2015;

	 	 	 
	 	(d) 	
      “Notice of Exercise” means a notice in writing
      addressed to the Company at its address first recited hereto (or such
      other address of which the Company may from time to time notify the
      Optionee in writing), substantially in the form attached as Schedule “B”
      hereto, which notice shall specify therein the number of Optioned Shares
      in respect of which the Options are being exercised;

	 	 	 
	 	(e) 	
      “Options” means the irrevocable right and option
      to purchase, from time to time, all, or any part of the Optioned Shares
      granted to the Optionee by the Company pursuant to Section 2.1 of this
      Agreement;

	 	 	 
	 	(f) 	
      “Optioned Shares” means the shares of Common Stock
      that are issued pursuant to the exercise of the Options;

	 	 	 
	 	(g) 	
      “Securities” means, collectively, the Options and
      the Optioned Shares;

	 	 	 
	 	(h) 	
      “Shareholders” means holders of record of the
      shares of Common Stock;

	 	 	 
	 	(i) 	
      “U.S. Person” shall have the meaning ascribed
      thereto in Regulation S under the 1933 Act, and for the purpose of the
      Agreement includes any person in the United States; and

	 	 	 
	 	(j) 	
      “Vested Options” means the Options that have
      vested in accordance with Section 2.2 of this
Agreement.



1.2          
Capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Plan.

2.            
THE OPTIONS

2.1          
The Company hereby grants to the Optionee, on the terms and conditions set out
in this Agreement and in the Plan, Options to purchase a total of
<> Optioned Shares at the Exercise Price.

2.2          
The Options vest in accordance with Schedule “A” to this Agreement. The Options
may be exercised immediately after vesting.

2.3          
The Options shall, at 5:00 p.m. (Pacific time) on the Expiry Date, expire and be
of no further force or effect whatsoever.

2.4          
The Company shall not be obligated to cause the issuance, transfer or delivery
of a certificate or certificates representing Optioned Shares to the Optionee,
until provision has been made by the Optionee, to the satisfaction of the
Company, for the payment of the aggregate Exercise Price for all Optioned Shares
for which the Options shall have been exercised, and for satisfaction of any tax
withholding obligations associated with such exercise.

2.5          
The Optionee shall have no rights whatsoever as a shareholder in respect of any
of the Optioned Shares (including any right to receive dividends or other
distribution therefrom or thereon) except in respect of which the Options have
been properly exercised in accordance with the terms of this Agreement.

2.6          
The Options will terminate in accordance with the provisions of the Plan.

2.7          
Subject to the provisions of this Agreement and the Plan and subject to
compliance with any applicable securities laws, the Options shall be
exercisable, in full or in part, at any time after vesting, until termination;
provided, however, that if the Optionee is subject to the reporting and
liability provisions of Section 16 of the Securities Exchange Act of 1934
with respect to the Common Stock, the Optionee shall be precluded
from selling, transferring or otherwise disposing of any Common Stock underlying
any of the Options during the six months immediately following the grant of the
Options. If less than all of the shares included in the vested portion of any
Options are purchased, the remainder may be purchased at any subsequent time
prior to the Expiry Date. Only whole shares may be issued pursuant to the
exercise of any Options, and to the extent that any Option covers less than one
(1) share, it is not exercisable.




3

2.8          
Each exercise of the Options shall be by means of delivery of a Notice of
Exercise (which may be in the form attached hereto as Schedule “B”) to the
President of the Company at its principal executive office, specifying the
number of Optioned Shares to be purchased and accompanied by payment in cash or
by certified check or cashier’s check in the amount of the full Exercise Price
for the Common Stock to be purchased. In addition to payment in cash or by
certified check or cashier’s check and if agreed to in advance by the Company,
the Optionee or transferee of the Options may pay for all or any portion of the
aggregate Exercise Price by complying with any other payment mechanism approved
by the Board at the time of exercise.

2.9          
Notwithstanding anything to the contrary in this Agreement, the Optionee may
elect to receive, without the payment by the Optionee of any additional
consideration, Optioned Shares equal to the value of the Options or any portion
hereof by the surrender of the Options or such portion to the Company.
Thereupon, the Company shall issue to the Optionee such number of fully paid and
non-assessable Optioned Shares as is computed using the following formula:

X = Y (A – B) 
A

	where: 	X = 	
      the number of Optioned Shares to be issued to the
      Optionee pursuant to this section. 

	  	  	
       

		Y = 	
      the number of Optioned Shares covered by this Agreement
      for which the Options shall have been exercised pursuant to this section.
      

	  	  	
       

		A = 	
      the Fair Market Value (defined below) of one Optioned
      Share, as determined at the time the Options shall have been exercised
      pursuant to this section. 

	  	  	
       

		B = 	
      the Exercise Price per Optioned Share in effect under the
      Options at the time the Options shall have been exercised pursuant to this
      section. 



“Fair Market Value” of a Optioned Share as of the date on which
the Optionee notifies the Company of his or her exercise of the Options (the
“Determination Date”) shall mean the last reported sales price of the shares of
Common Stock as reported on the Over-the-Counter Bulletin Board on the trading
day immediately prior to the Determination Date; provided, however, that if: (i)
the shares of Common Stock are neither traded on the Over-the-Counter Bulletin
Board nor on a national securities exchange, then Fair Market Value shall be the
average of the closing or last reported sale prices of the shares of Common
Stock over the 30-day period immediately prior to the Determination Date
reflected in the over-the-counter market, as reported by Pinksheets, LLC or any
organization performing a similar function, or if closing prices are not then
routinely reported for the over-the-counter market, the average of the last bid
and asked prices of the shares of Common Stock over the 30-day period ending
five business days prior to the Determination Date; and (ii) if there is no
public market for the shares of Common Stock, then Fair Market Value shall be
determined in good faith by the Board.

2.10          
It is a condition precedent to the issuance of Optioned Shares that the Optionee
execute and/or deliver to the Company all documents and withholding taxes
required in accordance with applicable laws.

2.11          
Nothing in this Agreement shall obligate the Optionee to purchase any Optioned
Shares except those Optioned Shares in respect of which the Optionee shall have
exercised the Options in the manner provided in this Agreement or the Plan.

2.12          
Reference is made to the Plan for particulars of the rights and obligations of
the Optionee and the Company in respect of:

	 	(a) 	
      the terms and conditions on which the Options are
      granted; and,

	 	 	 
	 	(b) 	
      a consolidation or subdivision of the Company’s share
      capital or an amalgamation or merger;







4

all to the same effect as if the provisions of the Plan were
set out in this Agreement and to all of which the Optionee assents.

2.13          
By accepting the Options, the Optionee represents and agrees that none of the
Optioned Shares purchased upon exercise of the Options will be distributed in
violation of applicable federal and state laws and regulations. The Optionee
further represents and agrees to provide the Company with any other document
reasonably requested by the Company or the Company’s Counsel.

3.        
    DOCUMENTS REQUIRED FROM OPTIONEE

3.1          
The Optionee must complete, sign and return an executed copy of this Agreement
to the Company.

3.2           The Optionee shall complete, sign and return to the Company
as soon as possible, on request by the Company, any documents, questionnaires,
notices and undertakings as may be required by regulatory authorities, and
applicable law.

4.            
SUBJECT TO STOCK OPTION PLAN

The terms of the Options will be subject to the Plan, as may
from time to time be amended, and any inconsistencies between this Agreement and
the Plan, as the same may be from time to time amended, shall be governed by the
provisions of the Plan. A copy of the Plan will be delivered to the Optionee,
and will be available for inspection at the principal offices of the
Company.

5.            
ACKNOWLEDGEMENTS OF THE OPTIONEE

The Optionee acknowledges and agrees that:

	 	(a) 	
      none of the Options or the Optioned Shares have been
      registered under the 1933 Act or under any state securities or “blue sky”
      laws of any state of the United States, and, unless so registered, may not
      be offered or sold in the United States or, directly or indirectly, to
      U.S. Persons, except in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act, or
      pursuant to an exemption from, or in a transaction not subject to, the
      registration requirements of the 1933 Act and in each case only in
      accordance with applicable state securities laws;

	 	 	 
	 	(b) 	
      the Company has not undertaken, and will have no
      obligation, to register any of the Securities under the 1933
Act;

	 	 	 
	 	(c) 	
      the decision to execute this Agreement and acquire the
      Securities hereunder has not been based upon any oral or written
      representation as to fact or otherwise made by or on behalf of the Company
      and such decision is based solely upon a review of publicly available
      information regarding the Company that is available on the website of the
      United States Securities and Exchange Commission (the “SEC”) at
      www.sec.gov (the “Company Information”);

	 	 	 
	 	(d) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Securities;

	 	 	 
	 	(e) 	
      there is no government or other insurance covering the
      Securities;

	 	 	 
	 	(f) 	
      there are risks associated with an investment in the
      Securities;

	 	 	 
	 	(g) 	
      the Optionee and the Optionee’s advisor(s) (if
      applicable) have had a reasonable opportunity to ask questions of and
      receive answers from the Company in connection with the distribution of
      the Securities hereunder, and to obtain additional information, to the
      extent possessed or obtainable without unreasonable effort or expense,
      necessary to verify the accuracy of the information about the
    Company;

	 	 	 
	 	(h) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Optionee during reasonable business hours at its
      principal place of business, and all documents, records and books in
      connection with the distribution of the
Securities hereunder have been made available for inspection by the
      Optionee, the Optionee’s attorney and/or advisor(s) (if
  applicable);








5

	 	(i) 	
      the Company and others are entitled to rely upon the
      truth and accuracy of the acknowledgements, representations, warranties,
      statements, covenants and agreements contained in this Agreement and
      agrees that if any of such acknowledgements, representations, warranties,
      statements, covenants, and agreements are no longer accurate or have been
      breached, the Optionee shall promptly notify the Company, and the Optionee
      will hold harmless the Company from any loss or damage it may suffer as a
      result of the Optionee’s failure to correctly complete this
    Agreement;

	 	 	 	 
	 	(j) 	
      the Company has advised the Optionee that the Company is
      relying on an exemption from the registration and prospectus requirements
      of applicable securities laws and, as a consequence of acquiring the
      Securities pursuant to this exemption, certain protections, rights and
      remedies provided by the applicable securities laws, including statutory
      rights of rescission or damages, will not be available to the
    Optionee;

	 	 	 	 
	 	(k) 	
      the Optionee will indemnify and hold harmless the Company
      and, where applicable, its directors, officers, employees, agents,
      advisors and shareholders, from and against any and all loss, liability,
      claim, damage and expense whatsoever (including, but not limited to, any
      and all fees, costs and expenses whatsoever reasonably incurred in
      investigating, preparing or defending against any claim, lawsuit,
      administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the Optionee contained herein or in any document furnished by the Optionee
      to the Company in connection herewith being untrue in any material respect
      or any breach or failure by the Optionee to comply with any covenant or
      agreement made by the Optionee to the Company in connection
    therewith;

	 	 	 	 
	 	(l) 	
      none of the Securities are listed on any stock exchange
      or automated dealer quotation system and no representation has been made
      to the Optionee that any of the Securities will become listed on any stock
      exchange or automated dealer quotation system; except that currently
      certain market makers make market in the Common Stock on the OTC Bulletin
      Board;

	 	 	 	 
	 	(m) 	
      in addition to resale restrictions imposed under U.S.
      securities laws, there are additional restrictions on the Optionee’s
      ability to resell the Securities under Canadian securities laws and
      National Instrument 45-

	 	 	 	 
	 		106 	
      as adopted by the Canadian Securities
    Administrators;

	 	 	 	 
	 	(n) 	
      the Company will refuse to register any transfer of the
      Securities not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from the registration requirements of
      the 1933 Act and in accordance with applicable state and provincial
      securities laws;

	 	 	 	 
	 	(o) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer of the Securities, although in technical compliance
      with Regulation S, would not be available if the offering is part of a
      plan or scheme to evade the registration provisions of the 1933 Act or any
      applicable state and provincial securities laws;

	 	 	 	 
	 	(p) 	
      the Optionee has been advised to consult the Optionee’s
      own legal, tax and other advisors with respect to the merits and risks of
      an investment in the Securities and with respect to applicable resale
      restrictions, and it is solely responsible (and the Company is not in any
      way responsible) for compliance with:

	 	 	 	 
			
      (i) 
	any applicable laws of the jurisdiction in which the
      Optionee is resident in connection with the distribution of the Securities
      hereunder, and
	 	 	 	 
	 		(ii)	
       applicable resale restrictions; and

	 	 	 	 
	 	(q) 	
      this Agreement is not enforceable by the Optionee unless
      it has been accepted by the Company.



6.            
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE

The Optionee hereby represents and warrants to and covenants
with the Company (which representations, warranties and covenants shall survive
the closing) that:




6

	 	(a) 	
      the Optionee is a director, officer, employee or
      consultant of the Company or subsidiary of the Company;

	 	 	 	 	 
	 	(b) 	
      if an employee or consultant of the Company or subsidiary
      of the Company, the Optionee is a bona fide employee or consultant of the
      Company or subsidiary of the Company;

	 	 	 	 	 
	 	(c) 	
      the Optionee has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto;

	 	 	 	 	 
	 	(d) 	
      the Optionee has received and carefully read this
      Agreement and the Company Information;

	 	 	 	 	 
	 	(e) 	
      the Optionee has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the Optionee
      enforceable against the Optionee in accordance with its terms;

	 	 	 	 	 
	 	(f) 	
      the Optionee is not acquiring the Securities for the
      account or benefit of, directly or indirectly, any U.S. Person;

	 	 	 	 	 
	 	(g) 	
      the Optionee is not a U.S. Person;

	 	 	 	 	 
	 	(h) 	
      the Optionee is resident in the jurisdiction set out on
      page 1 of this Agreement;

	 	 	 	 	 
	 	(i) 	
      the Optionee:

	 	 	 	 	 
	 		(i) 	
      is knowledgeable of, or has been independently advised as
      to, the applicable securities laws of the securities regulators having
      application in the jurisdiction in which the Optionee is resident (the
      “International Jurisdiction”) which would apply to the granting of the
      Option;

	 	 	 	 	 
	 		(ii) 	
      the Optionee is acquiring the Option pursuant to
      exemptions from prospectus or equivalent requirements under applicable
      securities laws or, if such is not applicable, the Optionee is permitted
      to acquiring the Option under the applicable securities laws of the
      securities regulators in the International Jurisdiction without the need
      to rely on any exemptions;

	 	 	 	 	 
	 		(iii) 	
      the applicable securities laws of the authorities in the
      International Jurisdiction do not require the Company to make any filings
      or seek any approvals of any kind whatsoever from any securities regulator
      of any kind whatsoever in the International Jurisdiction in connection
      with the granting of the Option; and

	 	 	 	 	 
	 		(iv) 	
      the granting of the Option by the Company does not
      trigger:

	 	 	 	 	 
	 			A. 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction; or

	 	 	 	 	 
	 			B. 	
      any continuous disclosure reporting obligation of the
      Optionee or the Company in the International Jurisdiction; and

	 	 	 	 	 
	 		(v) 	
      the Optionee will, if requested by the Company, deliver
      to the Company a certificate or opinion of local counsel from the
      International Jurisdiction which will confirm the matters referred to in
      subparagraphs (ii), (iii) and (iv) above to the satisfaction of the
      Company, acting reasonably;

	 	 	 	 	 
	 	(j) 	
      the acquisition of the Securities by the Optionee as
      contemplated in this Agreement complies with or is exempt from the
      applicable securities legislation of the jurisdiction of residence of the
      Optionee;

	 	 	 	 	 
	 	(k) 	
      the Optionee has not acquired the Securities as a result
      of, and will not itself engage in, any “directed selling efforts” (as
      defined in Regulation S under the 1933 Act) in the United States in
      respect of the Securities which would include any activities undertaken
      for the purpose of, or that could reasonably be expected to have the
      effect of, conditioning the market in the United States for the resale of
      the Securities; provided, however, that the Optionee may sell or otherwise
      dispose of the Securities pursuant to registration thereof under the 1933
      Act and any applicable state and provincial securities laws or under an
      exemption from such registration requirements;







7

	 	(l) 	
      the Optionee is outside the United States when receiving
      and executing this Agreement and is acquiring the Securities as principal
      for the Optionee’s own account, for investment purposes only, and not with
      a view to, or for, resale, distribution or fractionalisation thereof, in
      whole or in part, and, in particular, it has no intention to distribute
      either directly or indirectly any of the Securities in the United States
      or to U.S. Persons, and no other person has a direct or indirect
      beneficial interest in such Securities;

	 	 	 	 
	 	(m) 	
      the Optionee is not an underwriter of, or dealer in, the
      Common Stock, nor is the Optionee participating, pursuant to a contractual
      agreement or otherwise, in the distribution of the Securities;

	 	 	 	 
	 	(n) 	
      the Optionee (i) has adequate net worth and means of
      providing for his/her/its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the
      Securities for an indefinite period of time, and can afford the complete
      loss of such investment;

	 	 	 	 
	 	(o) 	
      the Optionee is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the investment, and the Optionee has carefully read and considered the
      matters set forth under the caption “Risk Factors” appearing in the
      Company’s various disclosure documents, filed with the SEC;

	 	 	 	 
	 	(p) 	
      the Optionee has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Securities and the
    Company;

	 	 	 	 
	 	(q) 	
      the Optionee understands and agrees that the Company and
      others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Agreement, and agrees
      that if any of such acknowledgements, representations and agreements are
      no longer accurate or have been breached, the Optionee shall promptly
      notify the Company;

	 	 	 	 
	 	(r) 	
      the Optionee has made an independent examination and
      investigation of an investment in the Securities and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in anyway whatsoever for the
      Optionee’s decision to invest in the Securities and the Company;

	 	 	 	 
	 	(s) 	
      the Optionee understands and agrees that none of the
      Options or the Optioned Shares have been or will be registered under the
      1933 Act, or under any state securities or “blue sky” laws of any state of
      the United States, and, unless so registered, may not be offered or sold
      except in accordance with the provisions of Regulation S, pursuant to an
      effective registration statement under the 1933 Act, or pursuant to an
      exemption from, or in a transaction not subject to, the registration
      requirements of the 1933 Act and in each case only in accordance with
      applicable state securities laws;

	 	 	 	 
	 	(t) 	
      the Optionee understands and agrees that the Company will
      refuse to register any transfer of the Optioned Shares not made in
      accordance with the provisions of Regulation S, pursuant to an effective
      registration statement under the 1933 Act or pursuant to an available
      exemption from, or in a transaction not subject to, the registration
      requirements of the 1933 Act;

	 	 	 	 
	 	(u) 	
      the Optionee is not aware of any advertisement of any of
      the Securities and is not acquiring the Securities as a result of any form
      of general solicitation or general advertising including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media or broadcast over radio or television, or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising;

	 	 	 	 
	 	(v) 	
      no person has made to the Optionee any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Securities;

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Securities; or

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Securities;
      and







8

	 	(w) 	
      if the Optionee is a consultant of the Company, the
      Optionee has entered into a written consulting agreement with the Company
      or a related entity of the Company and spends or will spend a significant
      amount of time and attention on the affairs and business of the Company or
      such related entity.



7.            
ACKNOWLEDGEMENT AND WAIVER

The Optionee has acknowledged that the decision to purchase the
Securities was solely made on the basis of publicly available information
contained in the Company Information. The Optionee hereby waives, to the fullest
extent permitted by law, any rights of withdrawal, rescission or compensation
for damages to which the Optionee might be entitled in connection with the
distribution of any of the Securities.

8.           
 PROFESSIONAL ADVICE

The acceptance of the Options and the sale of Common Stock
issued pursuant to the exercise of Options may have consequences under federal,
state and foreign tax and securities laws which may vary depending upon the
individual circumstances of the Optionee. Accordingly, the Optionee acknowledges
that he or she has been advised to consult his or her personal legal and tax
advisor in connection with this Agreement and his or her dealings with respect
to Options. Without limiting other matters to be considered with the assistance
of the Optionee’s professional advisors, the Optionee should consider: (a) the
merits and risks of an investment in the underlying Optioned Shares; and (b) any
resale restrictions that might apply under applicable securities laws.

9.            
LEGENDING OF SUBJECT SECURITIES

9.1          
The Optionee hereby acknowledges that that upon the issuance thereof, and until
such time as the same is no longer required under the applicable securities laws
and regulations, the certificates representing any of the Securities will bear
any legends required under applicable Canadian securities laws and regulations
and a legend in substantially the following form:


	
      THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
      OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED
      HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF
      1933, AS AMENDED (THE “1933 ACT”). 

	
       

	
      NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
      REGISTERED UNDER THE 1933 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 (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN
      ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT,
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
      PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
      TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
      ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
      TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
      COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS
      DEFINED BY REGULATION S UNDER THE 1933 ACT. 



9.2          
The Optionee hereby acknowledges and agrees to the Company making a notation on
its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Agreement.

10.          
GENERAL RESALE RESTRICTIONS

10.1          
The Optionee acknowledges that any resale of any of the Optioned Shares will be
subject to resale restrictions contained in the securities legislation
applicable to the Optionee or proposed transferee. The Optionee acknowledges
that none of the Optioned Shares have been registered under the 1933 Act or the
securities laws of any state of the United States. The Optioned Shares may not
be offered or sold in the United States unless registered in accordance with
federal securities laws and all applicable state securities laws or exemptions
from such registration requirements are available.

10.2          
The Optionee acknowledges and agrees that the Optionee is solely responsible
(and the Company is not in any way responsible) for compliance with applicable
resale restrictions.




9

10.3          
The Optionee acknowledges that the Optioned Shares are subject to resale
restrictions in Canada and may not be traded in Canada except as permitted by
the applicable provincial securities laws and the rules made thereunder.

11.          
NO EMPLOYMENT RELATIONSHIP

The grant of an Option shall in no way constitute any form of
agreement or understanding binding on the Company or any related company,
express or implied, that the Company or any related company will employ or
contract with an Optionee, for any length of time, nor shall it interfere in any
way with the Company’s or, where applicable, a related company’s right to
terminate Optionee’s employment at any time, which right is hereby reserved.

12.          
GOVERNING LAW

This Agreement is governed by the laws of the State of Nevada
and the federal laws of the United States of America as applicable therein.

13.          
COSTS

The Optionee acknowledges and agrees that all costs and
expenses incurred by the Optionee (including any fees and disbursements of any
special counsel retained by the Optionee) relating to the acquisition of the
Securities shall be borne by the Optionee.

14.          
SURVIVAL

This Agreement, including without limitation the
representations, warranties and covenants contained herein, shall survive and
continue in full force and effect and be binding upon the parties hereto
notwithstanding the completion of the purchase of the shares underlying the
Options by the Optionee pursuant hereto.

15.          
ASSIGNMENT

This Agreement is not transferable or assignable.

16.          
CURRENCY

Unless explicitly stated otherwise, all funds in this Agreement
are stated in United States dollars.

17.          
SEVERABILITY

The invalidity or unenforceability of any particular provision
of this Agreement shall not affect or limit the validity or enforceability of
the remaining provisions of this Agreement.

18.          
COUNTERPARTS AND ELECTRONIC MEANS

This Agreement may be executed in several counterparts, each of
which will be deemed to be an original and all of which will together constitute
one and the same instrument. Delivery of an executed copy of this Agreement by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy will be deemed to be execution and delivery
of this Agreement as of the date first above written.

19.          
ENTIRE AGREEMENT

This Agreement is the only agreement between the Optionee and
the Company with respect to the Options, and this Agreement and the Plan, once
approved, supersede all prior and contemporaneous oral and written statements
and representations and contain the entire agreement between the parties with
respect to the Options.




10

IN WITNESS WHEREOF the parties hereto have duly executed
this Agreement as of the date first above written.

LIBERTY STAR URANIUM & METALS CORP.

	Per: 		 
	 	Authorized Signatory 	 



	WITNESSED BY: 	) 	 
	  	) 	 
	  	) 	 
	  	) 	 
	  	) 	 
	Name 	) 	 
	  	) 	 <>[NAME OF OPTIONEE]
    
	Address 	) 	 
	  	) 	 
	  	) 	 
	  	) 	 
	Occupation 	  	 






SCHEDULE “A”

VESTING SCHEDULE


	Date 	Number of Options to Vest 
	August 10, 2010
	<> 
	 	 
	 	 
	 	 






SCHEDULE “B”
NOTICE OF EXERCISE

	TO: 	Liberty Star Uranium & Metals Corp. 
	  	5610 E Sutler Lane 
	  	Tucson, Arizona 85712 


This Notice of Exercise shall constitute a proper Notice of
Exercise pursuant to section 2.8 of the Stock Option Agreement dated August 10,
2010 (the “Agreement”), between Liberty Star Uranium & Metals Corp. (the
“Company”) and the undersigned. The undersigned hereby elects to exercise the
Optionee’s options to purchase ____________________ shares of the common stock
of the Company at a price of US $0.038 per share, for aggregate consideration of
US $____________ , on the terms and conditions set forth in the Agreement.

(Please check the ONE box applicable):

[ ] Payment in cash or by certified check or cashier’s check
accompanies this notice.

[ ] The Optionee wishes to exercise the options without payment
in cash or by certified check or cashier’s check in accordance with the formula
set forth in section 2.9 of the Agreement.

The Optionee represents and warrants to the Company that all
representations and warranties set out in the Agreement are true as of the date
of the exercise of the options under the Agreement.

The Optionee hereby directs the Company to issue, register and
deliver the certificates representing the shares as follows:

	Registration Information: 	 	Delivery Instructions: 
	 	 	 
	Name to appear on
      certificates 	 	Name  
	 	 	 
	Address 	 	Address    
	 	 	 
	City, State, and Zip
      Code 	 	     
	 	 	 
	  	 	Telephone Number 


DATED at _____________________________, the _______day
of______________, _______.

	 	X 
	 	Signature 
	 	 
	 	(Name and, if applicable, Office) 
	 	 
	 	(Address) 
	 	 
	 	(City, State, and Zip Code) 
	 	 
	 	Fax Number or E-mail Address 
	 	 
	 	Social Security/Insurance No.: