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<U><P
ALIGN="CENTER">Exhibit 10.4</P>
</U><B><P
ALIGN="CENTER">LOCKUP AGREEMENT</P>
</B><P ALIGN="JUSTIFY">THIS
AGREEMENT (the "Agreement") is made as of the
27<SUP>th</SUP> day of April, 2009, between the
undersigned holder (the
"Holder") of shares
of Santos Resource Corp., and <B>Santos Resource
Corp.</B>, a Nevada Corporation (the
"Company").</P>
<P
ALIGN="JUSTIFY">WHEREAS:</P>
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1.
The Company has filed an effective registration statement on Form
S-1
(the "Registration
Statement") with the Securities and Exchange Commission
(file
no.
333-152324) which registers certain shares of common stock held by
the
Company's
stockholders.</p>
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2.
The Company has applied to have its shares of common stock quoted
on
the
OTC Bulletin Board, and the Holder has agreed to refrain from
selling 90% of
his
shares of common stock of the Company (the
"Shares") that are registered by
the
Registration Statement, such number of shares as designated on the
signature
page hereto, from the date of this
Agreement until the earlier of (i) 6 months
after the Company's shares are quoted
on the OTC Bulletin Board; and (ii) the
date that is 9 months after the date of
this Agreement (the "Restriction
Period").</p>
<P ALIGN="JUSTIFY">NOW THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which consideration are hereby acknowledged, the parties agree as
follows:</P>
<p class="MsoNormal"
style="margin-top:12.0pt"><b>1.
Share Restriction</b></p>
<p class="MsoNormal"
style="margin-top:12.0pt;margin-right:0in;margin-bottom:
0in;margin-left:1.0in;margin-bottom:.0001pt;text-align:justify;text-indent:
-.5in">(a)
The Holder hereby agrees that during the Restriction
Period
the
Holder will not sell or otherwise dispose of his Shares 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. The
Holder further agrees that the Company
is authorized to and the Company may
decide in its sole discretion to place
"stop orders" on its books to prevent
any
transfer of the Shares in violation of
this Agreement. </p>
<p class="MsoNormal"
style="margin-top:12.0pt;margin-right:0in;margin-bottom:
0in;margin-left:1.0in;margin-bottom:.0001pt;text-align:justify;text-indent:
-.5in">(b)
Notwithstanding the foregoing restrictions on transfer,
the
Holder may, at any time and from time
to time during the Restriction Period,
transfer the Shares (i) as bona fide
gifts or transfers by will or intestacy,
(ii) to any trust for the direct or
indirect benefit of the Holder 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 Holder. For purposes
hereof, "immediate family" means any
relationship by blood, marriage or
adoption, not more remote than first cousin.</p>
<p class="MsoNormal"
style="margin-top:12.0pt"><b>2. Representations
and
Warranties of the
Holder</b></p>
<p class="MsoNormal"
style="margin-top:12.0pt;margin-right:0in;margin-bottom:
0in;margin-left:.5in;margin-bottom:.0001pt;text-align:justify">The
Holder
covenants with, and represents,
warrants and acknowledges to the Company, as
representations and warranties that are
true as of the date of this Agreement,
that:</p>
<p class="MsoNormal"
style="margin-top:12.0pt;margin-right:0in;margin-bottom:
0in;margin-left:1.0in;margin-bottom:.0001pt;text-align:justify;text-indent:
-.5in">(a)
the Holder acquired the Shares for its own account as
principal and not for the benefit of
any other person, or is deemed under the
applicable securities acts to have
acquired the Shares as principal, and no
other person has a direct or indirect
beneficial interest in the Shares; </p>
<p class="MsoNormal"
style="margin-top:12.0pt;margin-right:0in;margin-bottom:
0in;margin-left:1.0in;margin-bottom:.0001pt;text-align:justify;text-indent:
-.5in">(b)
the Holder has such knowledge and experience in financial
and
business matters in general and is
capable of evaluating the merits and risks
of,
and making an informed business decision with regard to, and
protecting its
own
interests in connection with, the acquisition and disposition of
the Shares;
and</p>
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style="margin-top:12.0pt;margin-right:0in;margin-bottom:
0in;margin-left:1.0in;margin-bottom:.0001pt;text-align:justify;text-indent:
-.5in">(c)
the Holder is not, and will not be, acting in concert with
any
other person or shareholder of the
Company for the purpose of selling securities
of
the Company.</p>
<p class="MsoNormal"
style="margin-top:12.0pt"><b>3. Miscellaneous</b></p>
<p class="MsoNormal"
style="margin-top:12.0pt;margin-right:0in;margin-bottom:
0in;margin-left:1.0in;margin-bottom:.0001pt;text-align:justify;text-indent:
-.5in">(a)
<u>Additional Restrictions</u>. 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.</p>
<p class="MsoNormal"
style="margin-top:12.0p
