Filed by sedaredgar.com - Liberty Star Uranium & Metals Corp. - Exhibit 10.4






LOCKUP AGREEMENT 

          This
AGREEMENT (the "Agreement") is made as of the 14th day of August, 2009, by James
Briscoe ("Holder"), in connection with his ownership of shares of Liberty Star
Uranium & Metals Corp., a Nevada corporation (the "Company"). 

          NOW,
THEREFORE, for good and valuable consideration, the sufficiency and receipt of
which consideration are hereby acknowledged, Holder agrees as follows: 

         
1.          
Background. 

                       
a.           Holder is the
beneficial owner of the amount of shares of the Common Stock, $.001 par value,
of the Company (“Common Stock”) designated on the signature page hereto. 

                       
b.           Holder
acknowledges that the Company has entered into or will enter into at or about
the date hereof agreements with subscribers each a (“Subscription Agreement”) to
the Company’s Notes which are convertible into Common Stock (“Notes”) (the
“Subscribers”). Holder understands that, as a condition to proceeding with the
Offering, the Subscribers have required, and the Company has agreed to obtain on
behalf of the Subscribers an agreement from the Holder to refrain from selling
any securities of the Company from the date of the Subscription Agreement until
two years after the Closing Date (as defined in the Subscription Agreement) (the
"Restriction Period"), except as described below.

         
2.          
Share Restriction.

                       
a.           Holder hereby
agrees that during the Restriction Period, the Holder will not sell or otherwise
dispose of any shares of Common Stock or any options, warrants or other rights
to purchase shares of Common Stock or any other security of the Company which
Holder owns or has a right to acquire as of the date hereof, other than in
connection with an offer made to all shareholders of the Company in connection
with merger, consolidation or similar transaction involving the Company. Holder
further agrees that the Company is authorized to and the Company agrees to place
"stop orders" on its books to prevent any transfer of shares of Common Stock or
other securities of the Company held by Holder in violation of this Agreement.
The Company agrees not to allow to occur any transaction inconsistent with this
Agreement. 

             
         
b.           Any subsequent
issuance to and/or acquisition by Holder of Common Stock or options or
instruments convertible into Common Stock will be subject to the provisions of
this Agreement. 

              
           c.          
  Notwithstanding the foregoing restrictions on transfer, the Holder may, at any
  time and from time to time during the Restriction Period, transfer the Common
  Stock (i) as bona fide gifts or transfers by will or intestacy, (ii) to any
  trust for the direct or indirect benefit of the undersigned or the immediate
  family of the Holder, provided that any such transfer shall not involve a disposition
  for value, (iii) to a partnership which is the general partner of a partnership
  of which the Holder is a general partner, provided, that, in the case of any
  gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee
  agrees in writing to be bound by the terms and conditions contained herein in
  the same manner as such terms and conditions apply to the undersigned, or (iv)
  a bona fide sale for cash at not less than $0.90 per share of Common Stock (which
  price shall be equitably adjusted in connection with stock splits, stock dividends,
  and similar events). For purposes hereof, "immediate family" means any relationship
  by blood, marriage or adoption, not more remote than first cousin.




- 2 - 

         
3.          
Miscellaneous. 

                       
a.           At any time, and
from time to time, after the signing of this Agreement Holder will execute such
additional instruments and take such action as may be reasonably requested by
the Subscribers to carry out the intent and purposes of this Agreement. 

                       
b.           This Agreement
shall be governed by and construed in accordance with the laws of the State of
New York without regard to principles of conflicts of laws. Any action brought
by either party against the other concerning the transactions contemplated by
this Agreement shall be brought only in the state courts of New York or in the
federal courts located in the state of New York. The parties to this Agreement
hereby irrevocably waive any objection to jurisdiction and venue of any action
instituted hereunder and shall not assert any defense based on lack of
jurisdiction or venue or based upon forum non conveniens. The
parties executing this Agreement and other agreements referred to herein or
delivered in connection herewith agree to submit to the in personam jurisdiction
of such courts and hereby irrevocably waive trial by jury. The prevailing
party shall be entitled to recover from the other party its reasonable
attorney's fees and costs. In the event that any provision of this Agreement or
any other agreement delivered in connection herewith is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any such provision which
may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision of any agreement. 

                       
c.           The restrictions
on transfer described in this Agreement are in addition to and cumulative with
any other restrictions on transfer otherwise agreed to by the Holder or to which
the Holder is subject to by applicable law. 

                       
d.           This Agreement
shall be binding upon Holder, its legal representatives, successors and assigns.


                       
e.           This Agreement
may be signed and delivered by facsimile and such facsimile signed and delivered
shall be enforceable. 

                       
f.           The Company
agrees not to take any action or allow any act to be taken which would be
inconsistent with this Agreement. 




- 3 - 

          IN
WITNESS WHEREOF, and intending to be legally bound hereby, Holder has executed
this Agreement as of the day and year first above written. 

HOLDER: 


________________________________
(Signature of Holder) 


________________________________
(Print Name of Holder)



________________________________
Number of Shares of Common
Stock 
Beneficially Owned and as more fully 
described below if not in the
form of 
shares of Common Stock 

COMPANY: 

LIBERTY STAR URANIUM & METALS
CORP. 


By:______________________________