Liberty Star Uranium & Metals Corp.: Exhibit 10.40 - Filed by newsfilecorp.com






AMENDMENT NO. 1 TO

INVESTMENT AGREEMENT 

This AMENDMENT NO.1 TO INVESTMENT AGREEMENT (this
“Amendment”) dated as of May 1, 2012 (the “Effective Date”) is
entered into by and among Liberty Star Uranium & Metals Corporation, a
Nevada corporation with its principal executive office at 5610 E. Sutler Lane,
Tucson, Arizona 85712 (the "Company"), and Fairhills Capital Offshore
Ltd, a Cayman Islands exempted company (the "Investor"), with its
principal executive officers at 245 Main Street, Suite 302, White Plains, NY
10601. 

RECITALS 

          WHEREAS,
on January 19, 2012, the Company and the Investor entered into an Investment
Agreement, attached hereto as Exhibit A, pursuant to which the Investor agreed
to invest up to Ten Million Dollars ($10,000,000) in the purchase of the
Company's common stock (the “Investment Agreement”); and 

          WHEREAS,
the Company and the Investor seek to amend the Investment Agreement to remove a
reference to the Investor’s ability to terminate the Investment Agreement upon
thirty (30) days written notice;

          NOW,
THEREFORE, in consideration of the foregoing, and of the mutual representations,
warranties, covenants, and agreements herein contained, the parties hereto agree
as follows: 

AGREEMENT

          Section
1.      Defined Terms. Unless otherwise
indicated herein, all terms which are capitalized but are not otherwise defined
herein shall have the meaning ascribed to them in the Investment Agreement. 

          Section
2.      Amendment to Investment Agreement.
Section 8 of the Investment Agreement is hereby amended and restated in its
entirety as follows: 

          This
Agreement shall terminate upon any of the following events:

	 	8.1 	
      when the Investor has purchased an aggregate of Ten
      Million dollars ($10,000,000) in the Common Stock of the Company pursuant
      to this Agreement; or

	 	 	 
	 	8.2 	
      on the date which is thirty-six (36) months after the
      Effective Date;

	 	 	 
	 	8.3 	
      at such time that the Registration Statement is no longer
      in effect; or

	 	 	 
	 	8.4 	
      the Company may terminate this Agreement by providing 30
      days notice of termination to the Investor. 






Any and all shares, or penalties, if
any, due under this Agreement shall be immediately payable and due upon
termination of the Line.

          Section
3.      Ratifications; Inconsistent Provisions.
Except as otherwise expressly provided herein, the Investment Agreement, is, and
shall continue to be, in full force and effect and is hereby ratified and
confirmed in all respects, except that on and after the Effective Date: (i) all
references in the Investment Agreement to “this Agreement”, “hereto”, “hereof”,
“hereunder” or words of like import referring to the Investment Agreement shall
mean the Investment Agreement as amended by this Amendment. Notwithstanding the
foregoing to the contrary, to the extent that there is any inconsistency between
the provisions of the Investment Agreement and this Amendment, the provisions of
this Amendment shall control and be binding. 

          Section
4.      Counterparts. This Amendment may be
executed in any number of counterparts, all of which will constitute one and the
same instrument and shall become effective when one or more counterparts have
been signed by each of the parties and delivered to the other party. Facsimile
or other electronic transmission of any signed original document shall be deemed
the same as delivery of an original. 

[Signatures follow on next page] 

2 




          IN
WITNESS WHEREOF, the Fairhills Offshore Capital Ltd. and Liberty Star Uranium
& Metals Corporation have caused this Amendment to be duly executed as of
the date first written above. 

FAIRHILLS OFFSHORE CAPITAL LTD 

 

	By: 	/s/ Edward Bronson	 
	 	Edward Bronson 	 
	 	Senior Managing Member 	 


LIBERTY STAR URANIUM & METALS CORPORATION 

 

	By: 	/s/ James Briscoe	 
	 	 James Briscoe 	 
	 	Chief Executive Officer 	 






Exhibit A

[Investment Agreement]