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.
Notwithsta
