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






EXHIBIT E 

LOCKUP AGREEMENT 

          This
AGREEMENT (the "Agreement") is made as of the ____ day of May, 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.




          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. 




          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:______________________________