EXHIBIT G
LOCKUP AGREEMENT
This AGREEMENT
(the "Agreement") is made as of the 27 day of August, 2008, 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,
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