Lightbridge Corp.: Exhibit 4.1 - Filed by newsfilecorp.com






Form of Warrant

THE ISSUANCE OF THIS WARRANT AND THE WARRANT SHARES ISSUABLE
UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED BY THE COMPANY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (REGISTRATION NO. 333-162671).

LIGHTBRIDGE CORPORATION

WARRANT TO PURCHASE
COMMON SHARES

Warrant No.:  ______________
Number of Common Shares:
___________
Date of Issuance: October 25, 2013 (“Issuance Date”) 

     Lightbridge Corporation, a Nevada
corporation (the “Company”), hereby certifies that, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
[INVESTOR NAME], the registered holder hereof or its permitted assigns (the
“Holder”), is entitled, subject to the terms set forth below, to purchase
from the Company, at the Exercise Price (as defined below) then in effect, upon
surrender of this Warrant to Purchase Common Shares (including any Warrants to
Purchase Common Shares issued in exchange, transfer or replacement hereof, the
“Warrant”), at any time or times on or after the six (6) month
anniversary of the Issuance Date, but not after 5:00 p.m., New York time, on the
Expiration Date (as defined below), [_____(_____)] (subject to adjustment as
provided herein) fully paid, nonassessable Common Shares (as defined below) (the
“Warrant Shares”). Except as otherwise defined herein, capitalized terms
in this Warrant shall have the meanings set forth in Section 16. This
Warrant is the Warrant to Purchase Common Shares issued pursuant to (i)
Section 1 of that certain Subscription Agreement dated as of October 21,
2013 (the “Subscription Date”), by and between the Company and the Holder
(the “Subscription Agreement” and together with the other subscription
agreements entered into by the Company on the Subscription Date, the
“Subscription Agreements”) and (ii) the Company’s Registration Statement
on Form S-3 (File number 333-187659) (as amended and supplemented through
October 22, 2013, the “Registration Statement”). 

     1. EXERCISE OF
WARRANT.

          (a)
Mechanics of Exercise. Subject to the terms and conditions hereof, this
Warrant may be exercised by the Holder on any day on or after the date that is
six months from the Issuance Date, in whole or in part, by delivery of a written
notice, in the form attached hereto as Exhibit A (the “Exercise Notice”),
of the Holder’s election to exercise this Warrant. Within two (2) days following
the Exercise Notice, the Holder shall make payment to the Company of an amount
equal to the applicable Exercise Price multiplied by the number of Warrant
Shares as to which this Warrant is being exercised (the “Aggregate Exercise
Price”) in cash or by wire transfer of immediately available funds, or
provided the conditions for cashless exercise set forth in Section 1(e)
are satisfied, by notifying the Company that this Warrant is being exercised
pursuant to a Cashless Exercise (as defined in Section 1(e)). Execution
and delivery of the Exercise Notice with respect to less than all of the Warrant
Shares shall have the same effect as cancellation of the original Warrant and
issuance of a new Warrant evidencing the right to purchase the remaining number
of Warrant Shares. On or before the first (1st) Business Day following the date
on which the Company has received the Exercise Notice, the Company shall
transmit by facsimile an acknowledgment of confirmation of receipt of the
Exercise Notice to the Holder and the Company’s transfer agent (the “Transfer
Agent”). On or before the third (3rd) Business Day following the date on
which the Company has received the Exercise Notice (the “Share Delivery
Date”), the Company shall (X) provided that the Transfer Agent is
participating in The Depository Trust Company (“DTC”) Fast Automated
Securities Transfer Program (the “FAST Program”), upon the request of the
Holder, credit such aggregate number of Common Shares to which the Holder is
entitled pursuant to such exercise to the Holder’s or its designee’s balance
account with DTC through its Deposit Withdrawal Agent Commission system, or (Y), if the Transfer Agent is not
participating in the FAST Program, issue and dispatch by overnight courier to
the address as specified in the Exercise Notice, a certificate, registered in
the Company’s share register in the name of the Holder or its designee, for the
number of Common Shares to which the Holder is entitled pursuant to such
exercise. The Warrant Shares so purchased shall be deemed to be issued to the
Holder or the Holder’s designee, as the record owner of such Warrant Shares, as
of the close of business on the date of exercise. If this Warrant is submitted
in connection with any exercise pursuant to this Section 1(a) and the
number of Warrant Shares represented by this Warrant submitted for exercise is
greater than the number of Warrant Shares being acquired upon an exercise, then
the Company shall as soon as practicable and in no event later than three (3)
Business Days after any exercise and at its own expense, issue a new Warrant (in
accordance with Section 7(d)) representing the right to purchase the
number of Warrant Shares purchasable immediately prior to such exercise under
this Warrant, less the number of Warrant Shares with respect to which this
Warrant is exercised. No fractional Common Shares are to be issued upon the
exercise of this Warrant, but rather the Company shall pay to Holder cash equal
to the product of such fraction multiplied by the Closing Sale Price of one
Warrant Share on the Share Delivery Date. The Company shall pay any and all
transfer taxes and transfer agent fees which may be payable with respect to the
issuance and delivery of Warrant Shares to the Holder upon exercise of this
Warrant. 




          (b)
Exercise Price. For purposes of this Warrant, “Exercise Price”
means $2.30 per Warrant Share, subject to adjustment as provided herein.


          (c)
Disputes. In the case of a dispute as to the determination of the
Exercise Price or the arithmetic calculation of the Warrant Shares, the Company
shall promptly issue to the Holder the number of Warrant Shares that are not
disputed. 

          (d)
Limitations On Exercise. The Company shall not effect the exercise of
this Warrant, and the Holder shall not have the right to exercise this Warrant,
to the extent that after giving effect to such exercise, such Person (together
with such Person’s affiliates) would beneficially own in excess of 4.99% (the
“Maximum Percentage”) of the Common Shares outstanding immediately after
giving effect to such exercise. For purposes of the foregoing sentence, the
aggregate number of Common Shares beneficially owned by such Person and its
affiliates shall include the number of Common Shares issuable upon exercise of
this Warrant with respect to which the determination of such sentence is being
made, but shall exclude Common Shares which would be issuable upon (i) exercise
of the remaining, unexercised portion of this Warrant beneficially owned by such
Person and its affiliates and (ii) exercise or conversion of the unexercised or
unconverted portion of any other securities of the Company beneficially owned by
such Person and its affiliates (including, without limitation, any convertible
notes or convertible shares or warrants) subject to a limitation on conversion
or exercise analogous to the limitation contained herein. Except as set forth in
the preceding sentence, for purposes of this paragraph, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). For purposes of this
Warrant, in determining the number of outstanding Common Shares, the Holder may
rely on the number of outstanding Common Shares as reflected in the most recent
of (1) the Company’s most recent Form 10-K, Form 10-Q or other public filing
with the Securities and Exchange Commission, as the case may be, (2) a more
recent public announcement by the Company or (3) any other notice by the Company
or the Transfer Agent setting forth the number of Common Shares outstanding. For
any reason at any time, upon the written or oral request of the Holder, the
Company shall within two (2) Business Days confirm to the Holder the number of
Common Shares then outstanding. In any case, the number of outstanding Common
Shares shall be determined after giving effect to the conversion or exercise of
securities of the Company, including this Warrant, by the Holder and its
affiliates since the date as of which such number of outstanding Common Shares
was reported. By written notice to the Company, the Holder may from time to time
increase or decrease the Maximum Percentage to any other percentage not in
excess of 9.99% specified in such notice; provided that (i) any such increase
will not be effective until the sixty-first (61st) day after such notice is
delivered to the Company, and (ii) any such increase or decrease will apply only
to the Holder. The provisions of this paragraph shall be construed, corrected
and implemented in a manner so as to effectuate the intended beneficial ownership limitation herein
contained. The limitations contained in this paragraph shall apply to any
successor Holder of this Warrant.

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          (e)
Limited Cashless Exercise. If the Registration Statement (or any
subsequent registration statement applicable to the Warrant Shares) permitting
the registered issuance of the Warrant Shares is not then effective or the
prospectus forming a part thereof is not then available, then the Holder shall
be entitled to utilize cashless exercise, in which event the Company shall issue
to the Holder the number of Warrant Shares determined as follows (a “Cashless
Exercise”):

X = Y [(A-B)/A]

where:

X = the number of Warrant Shares to be issued to the
Holder.
Y = the number of Warrant Shares with respect to which this Warrant
is being exercised.
A = the VWAP for the five (5) Trading Days immediately
prior to (but not including) the date of delivery of the Exercise Notice.
B =
the Exercise Price.

          Upon
receipt of an Exercise Notice to which this Section 1(e) is applicable,
the Company shall notify the Holder within one (1) Trading Day of such
applicability and the calculation of the Warrant Shares issuable upon the
noticed exercise of the Warrant utilizing cashless exercise, and confirm the
Holder’s desire to complete the exercise of the Warrant pursuant to this
Section 1(e).

          For
purposes of Rule 144 promulgated under the Securities Act of 1933, as amended,
it is intended, understood and acknowledged that the Warrant Shares issued in a
cashless exercise transaction shall be deemed to have been acquired by the
Holder, and the holding period for the Warrant Shares shall be deemed to have
commenced, on the date this Warrant was originally issued.

          (f)
Company’s Failure to Timely Deliver Securities. If the Company shall fail
for any reason or for no reason to issue to the Holder within three (3) Business
Days after the Share Delivery Date in compliance with the terms of this
Section 1, a certificate for the number of Common Shares to which the
Holder is entitled and register such Common Shares on the Company’s share
register or to credit the Holder’s balance account with DTC for such number of
Common Shares to which the Holder is entitled upon the Holder’s exercise of this
Warrant, and if on or after such Trading Day the Holder, or any third party on
behalf of the Holder or for the Holder’s account, purchases (in an open market
transaction or otherwise) Common Shares to deliver in satisfaction of a sale by
the Holder of Common Shares issuable upon such exercise that the Holder
anticipated receiving from the Company (a “Buy-In”), then the Company
shall, within three (3) Business Days after the Holder’s request and in the
Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the
Holder’s total purchase price (including brokerage commissions, if any) for the
Common Shares so purchased (the “Buy-In Price”), at which point the
Company’s obligation to deliver such certificate (and to issue such Warrant
Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the
Holder a certificate or certificates representing such Warrant Shares and pay
cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price
over the product of (A) such number of Common Shares, times (B) the Closing Sale
Price on the Share Delivery Date. 

     2. ADJUSTMENT OF EXERCISE
PRICE AND NUMBER OF WARRANT SHARES.  The Exercise Price and the number
of Warrant Shares shall be adjusted from time to time as follows: 

          (a)
Adjustment upon Subdivision or Combination of Common Shares. If the
Company at any time on or after the Subscription Date subdivides (by any share
split, share dividend, recapitalization or otherwise) one or more classes of its
outstanding Common Shares into a greater number of shares, the Exercise Price in
effect immediately prior to such subdivision will be proportionately reduced and
the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Subscription Date combines
(by any reverse share split, recapitalization or otherwise) one or more classes
of its outstanding Common Shares into a smaller number of shares, the Exercise
Price in effect immediately prior to such combination will be proportionately
increased and the number of Warrant Shares will be proportionately decreased.
Any adjustment under this Section 2(a) shall become effective at the
close of business on the date the subdivision or combination becomes effective. 

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          (b)
Other Events. If any event occurs of the type contemplated by the
provisions of this Section 2 but not expressly provided for by such
provisions (including, without limitation, the granting of share appreciation
rights or phantom share rights to all shareholders), then the Company’s Board of
Directors will make an appropriate adjustment in the Exercise Price and the
number of Warrant Shares so as to protect the rights of the Holder; provided
that no such adjustment pursuant to this Section 2(b) will increase the
Exercise Price or decrease the number of Warrant Shares as otherwise determined
pursuant to this Section 2. 

          (c)
Calculations. All calculations made under this Section 2 shall be
made by rounding to the nearest cent or the nearest 1/100th of a
Common Share, as applicable.

     3. RIGHTS UPON DISTRIBUTION OF
ASSETS. 

          (a)
If at any time or from time to time the holders of Common Shares of the Company
(or any other securities at the time receivable upon the exercise of this
Warrant) shall have received or become entitled to receive, without payment
therefor: 

                    (i)
Common Shares or other securities which are at any time directly or indirectly
convertible into or exchangeable for Common Shares, or any rights or options to
subscribe for, purchase or otherwise acquire any of the foregoing by way of
dividend or other distribution (other than an issuance due to a subdivision
covered in Section 2(a) above); 

                    (ii)
any cash paid or payable, including any declared and paid cash dividends; or


                    (iii)
Common Shares or additional shares or other securities or property (including
cash) by way of spinoff, split-up, reclassification, combination of shares or
similar corporate rearrangement (other than Common Shares pursuant to Section
2(a) above), 

          then
and in each such case, the Exercise Price in effect immediately prior to such
distribution will be reduced by the value of the distribution per Common Share .
The number of Warrant Shares shall be increased to a number of shares equal to
the number of Common Shares obtainable upon exercise in full of this Warrant
immediately prior to the close of business on the record date fixed for the
determination (without regard to any restrictions or limitations on exercise of
this Warrant) of holders of Common Shares entitled to receive the distribution
multiplied by a fraction equal to the Exercise Price in effect immediately prior
to the Exercise Price adjustment set forth in the immediately preceding sentence
over the Exercise Price in effect immediately following such adjustment. The
value of a distribution shall be determined as follows: (i) in the case of a
cash distribution, the dollar amount of cash distributed per Common Share; (ii)
in the case of a distribution (other than cash) the value of which can be
determined using the Black and Scholes Option Pricing Model (including, without
limitation, options, warrants and similar securities), the Black and Scholes
Value of such distribution per Common Share; and (iii) in the case of a
distribution (other than cash) that cannot be determined using the Black and
Scholes Option Pricing Model, the value of such distribution per Common Share
determined by a valuation agent reasonably acceptable to the Company and the
Holder.

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          (b)
Upon the occurrence of each adjustment pursuant to this Section 3, the
Company at its expense will, at the written request of the Holder, promptly
compute such adjustment in accordance with the terms of this Warrant and prepare
a certificate setting forth such adjustment, including a statement of the
adjusted Exercise Price and number or type of Warrant Shares describing the
transactions giving rise to such adjustments and showing in detail the facts
upon which such adjustment is based, including the expiration date of any
applicable options, warrants or rights. Upon written request, the Company will
promptly deliver a copy of each such certificate to the Holder and to the
Transfer Agent. All calculations made under this Section 3 shall be made
by rounding to the nearest cent or the nearest 1/100th of any
security, as applicable.

     4. FUNDAMENTAL
TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the
Company, directly or indirectly, in one or more related transactions effects any
merger or consolidation of the Company with or into another Person, (ii) the
Company, directly or indirectly, effects any sale, lease, license, assignment,
transfer, conveyance or other disposition of all or substantially all of its
assets in one or a series of related transactions, (iii) any, direct or
indirect, purchase offer, tender offer or exchange offer (whether by the Company
or another Person) is completed pursuant to which holders of Common Stock are
permitted to sell, tender or exchange their shares for other securities, cash or
property and has been accepted by the holders of 50% or more of the outstanding
Common Stock, (iv) the Company, directly or indirectly, in one or more related
transactions effects any reclassification, reorganization or recapitalization of
the Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash or
property, (v) the Company, directly or indirectly, in one or more related
transactions consummates a stock or share purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another Person whereby such other Person
acquires more than 50% of the outstanding shares of Common Stock (not including
any shares of Common Stock held by the other Person or other Persons making or
party to, or associated or affiliated with the other Persons making or party to,
such stock or share purchase agreement or other business combination) (each a
“Fundamental Transaction”), then, upon any subsequent exercise of this
Warrant, the Holder shall have the right to receive, for each Warrant Share that
would have been issuable upon such exercise immediately prior to the occurrence
of such Fundamental Transaction, at the option of the Holder (without regard to
any limitation in Section 1(d) on the exercise of this Warrant), the number of
shares of Common Stock of the successor or acquiring corporation or of the
Company, if it is the surviving corporation, and any additional consideration
(the “Alternate Consideration”) receivable as a result of such
Fundamental Transaction by a holder of the number of shares of Common Stock for
which this Warrant is exercisable immediately prior to such Fundamental
Transaction (without regard to any limitation in Section 1(d) on the exercise of
this Warrant). For purposes of any such exercise, the determination of the
Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect
of one share of Common Stock in such Fundamental Transaction, and the Company
shall apportion the Exercise Price among the Alternate Consideration in a
reasonable manner reflecting the relative value of any different components of
the Alternate Consideration. If holders of Common Stock are given any choice as
to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental
Transaction. Notwithstanding anything to the contrary, in the event of a
Fundamental Transaction other than one in which a Successor Entity (as defined
below) that is a publicly traded corporation whose stock is quoted or listed for
trading on an Eligible Market assumes this Warrant such that the Warrant shall
be exercisable for the publicly traded Common Stock of such Successor Entity,
the Company or any Successor Entity shall, at the Holder’s option, exercisable
at any time concurrently with, or within 30 days after, the consummation of the
Fundamental Transaction, purchase this Warrant from the Holder by paying to the
Holder an amount of cash equal to the Black Scholes Value of the remaining
unexercised portion of this Warrant on the date of the consummation of such
Fundamental Transaction. As used herein (w) “Black Scholes Value” means
the value of this Warrant based on the Black and Scholes Option Pricing Model
obtained from the “OV” function on Bloomberg, L.P. (“Bloomberg”)
determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and
reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate
for a period equal to the time between the date of the public announcement of
the applicable Fundamental Transaction and the Expiration Date, (B) an expected
volatility equal to the greater of 100% and the 100 day volatility obtained from
the HVT function on Bloomberg as of the Trading Day immediately following the
public announcement of the applicable Fundamental Transaction, (C) the
underlying price per share used in such calculation shall be the sum of the
price per share being offered in cash, if any, plus the value of any non-cash
consideration, if any, being offered in such Fundamental Transaction and (D) a
remaining option time equal to the time between the date of the public
announcement of the applicable Fundamental Transaction and the Expiration Date,
(x) “Successor Entity” means the Person (as defined in the Purchase
Agreement) (or, if so elected by the Holder, the Parent Entity (as defined
below)) formed by, resulting from or surviving any Fundamental Transaction or
the Person (or, if so elected by the Holder, the Parent Entity) with which such
Fundamental Transaction shall have been entered into, (y) “Eligible Market”
means the NYSE MKT, The NASDAQ Capital Market, The NASDAQ Global Market, The
NASDAQ Global Select Market, the New York Stock Exchange or the OTC Bulletin
Board (or any successors to any of the foregoing) and (z) “Parent Entity”
of a Person means an entity that, directly or indirectly, controls the
applicable Person and whose common stock or equivalent equity security is quoted
or listed on an Eligible Market, or, if there is more than one such Person or
Parent Entity, the Person or Parent Entity with the largest public market
capitalization as of the date of consummation of the Fundamental Transaction.
The terms of any agreement pursuant to which a Fundamental Transaction is
effected shall include terms requiring any such successor or surviving entity to
comply with the provisions of this Section 4 and insuring that this Warrant (or
any such replacement security) will be similarly adjusted upon any subsequent
transaction analogous to a Fundamental Transaction.

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     5. NONCIRCUMVENTION. The
Company hereby covenants and agrees that the Company will not, by amendment of
its Certificate of Incorporation or through any reorganization, transfer of
assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale
of securities, or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, and will at all
times in good faith comply with all the provisions of this Warrant and take all
actions consistent with effectuating the purposes of this Warrant. Without
limiting the generality of the foregoing, the Company (i) shall not increase the
par value of any Common Shares receivable upon the exercise of this Warrant
above the Exercise Price then in effect, (ii) shall take all such actions as may
be necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable Common Shares upon the exercise of this
Warrant, and (iii) shall, so long as this Warrant is outstanding, take all
action necessary to reserve and keep available out of its authorized and
unissued Common Shares, solely for the purpose of effecting the exercise of this
Warrant, 100% of the number of Common Shares issuable upon exercise of the
Warrants then outstanding (without regard to any limitations on exercise). 

     6. WARRANT HOLDER NOT DEEMED A
SHAREHOLDER. Except as otherwise specifically provided herein, the Holder,
solely in such Person’s capacity as a holder of this Warrant, shall not be
entitled to vote or receive dividends or be deemed the holder of share capital
of the Company for any purpose, nor shall anything contained in this Warrant be
construed to confer upon the Holder, solely in such Person’s capacity as the
Holder of this Warrant, any of the rights of a shareholder of the Company or any
right to vote, give or withhold consent to any corporate action (whether any
reorganization, issue of shares, reclassification of shares, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends
or subscription rights, or otherwise, prior to the issuance to the Holder of the
Warrant Shares which such Person is then entitled to receive upon the due
exercise of this Warrant. In addition, nothing contained in this Warrant shall
be construed as imposing any liabilities on the Holder to purchase any
securities (upon exercise of this Warrant or otherwise) or as a shareholder of
the Company, whether such liabilities are asserted by the Company or by
creditors of the Company. Notwithstanding this Section 6, the Company
shall provide the Holder with copies of the same notices and other information
given to the shareholders of the Company generally, contemporaneously with the
giving thereof to the shareholders, provided that any such notice or information published via international wire or
furnished to or filed with the U.S. Securities and Exchange Commission shall
satisfy this requirement.

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     7. REISSUANCE OF WARRANTS; NO
FRACTIONAL SHARES. 

          (a)
Transfer of Warrant. If this Warrant is to be transferred, the Holder
shall surrender this Warrant to the Company and deliver the completed and
executed Assignment Form, in the form attached hereto as Exhibit B,
whereupon the Company will forthwith issue and deliver upon the order of the
Holder a new Warrant (in accordance with Section 7(d)), registered as the
Holder may request, representing the right to purchase the number of Warrant
Shares being transferred by the Holder and, if less then the total number of
Warrant Shares then underlying this Warrant is being transferred, a new Warrant
(in accordance with Section 7(d)) to the Holder representing the right to
purchase the number of Warrant Shares not being transferred. 

          (b)
Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of
evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant, and, in the case of loss, theft or destruction,
of any indemnification undertaking by the Holder to the Company in customary
form and, in the case of mutilation, upon surrender and cancellation of this
Warrant, the Company shall execute and deliver to the Holder a new Warrant (in
accordance with Section 7(d)) representing the right to purchase the
Warrant Shares then underlying this Warrant. 

          (c)
Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon
the surrender hereof by the Holder at the principal office of the Company, for a
new Warrant or Warrants (in accordance with Section 7(d)) representing in
the aggregate the right to purchase the number of Warrant Shares then underlying
this Warrant, and each such new Warrant will represent the right to purchase
such portion of such Warrant Shares as is designated by the Holder at the time
of such surrender; provided, however, that no Warrants for fractional
Common Shares shall be given. 

          (d)
Issuance of New Warrants. Whenever the Company is required to issue a new
Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of
like tenor with this Warrant, (ii) shall represent, as indicated on the face of
such new Warrant, the right to purchase the Warrant Shares then underlying this
Warrant (or in the case of a new Warrant being issued pursuant to Section
7(a) or Section 7(c), the Warrant Shares designated by the Holder
which, when added to the number of Common Shares underlying the other new
Warrants issued in connection with such issuance, does not exceed the number of
Warrant Shares then underlying this Warrant), (iii) shall have an issuance date,
as indicated on the face of such new Warrant which is the same as the Issuance
Date, and (iv) shall have the same rights and conditions as this Warrant. 

          (e)
No Fractional Shares. No fractional shares of Warrant Shares will be
issued in connection with any exercise of this Warrant. In lieu of any
fractional shares which would, otherwise be issuable, the Company shall pay to
Holder cash equal to the product of such fraction multiplied by the Closing Sale
Price of one Warrant Share on the Share Delivery Date.

     8. NOTICES. All notices
required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the party to be notified, (b)
when sent by confirmed telex or facsimile if sent during normal business hours
of the recipient, if not, then on the next Business Day, (c) three (3) days
after having been sent by registered or certified mail, return receipt
requested, postage prepaid, or (d) one (1) Business Day after deposit with a
nationally recognized overnight courier, with written verification of receipt.
All communications shall be sent to the Company at the address listed on the
signature page hereto and to Holder at the applicable address set forth on the
applicable signature page to the Subscription Agreement or at such other address
as the Company or Holder may designate by ten (10) days advance written notice
to the other parties hereto.

     9. AMENDMENT AND WAIVER.
Except as otherwise provided herein, the provisions of this Warrant may be
amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if
the Company has obtained the written consent of Holders owning seventy-five
percent (75%) in interest of the outstanding Warrants issued under the
Subscription Agreements; provided, that (x) any such amendment or waiver
must apply to all Warrants issued by the Company pursuant to the Subscription
Agreements; and (y) the number of Warrant Shares subject to this Warrant, the
Exercise Price and the Expiration Date may not be amended, and the right to
exercise this Warrant may not be altered or waived, without the written consent
of the Holder. No waiver of any provision hereunder shall be effective unless it
is in writing and signed by an authorized representative of the waiving
party.

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     10. SEVERABILITY. If any
provision of this Warrant is prohibited by law or otherwise determined to be
invalid or unenforceable by a court of competent jurisdiction, the provision
that would otherwise be prohibited, invalid or unenforceable shall be deemed
amended to apply to the broadest extent that it would be valid and enforceable,
and the invalidity or unenforceability of such provision shall not affect the
validity of the remaining provisions of this Warrant so long as this Warrant as
so modified continues to express, without material change, the original
intentions of the parties as to the subject matter hereof and the prohibited
nature, invalidity or unenforceability of the provision(s) in question does not
substantially impair the respective expectations or reciprocal obligations of
the parties or the practical realization of the benefits that would otherwise be
conferred upon the parties. The parties will endeavor in good faith negotiations
to replace the prohibited, invalid or unenforceable provision(s) with a valid
provision(s), the effect of which comes as close as possible to that of the
prohibited, invalid or unenforceable provision(s).

     11. GOVERNING LAW. This
Warrant shall be governed by and construed and enforced in accordance with, and
all questions concerning the construction, validity, interpretation and
performance of this Warrant shall be governed by, the internal laws of the State
of New York, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the
State of New York.

     12. CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company
and the Holder and shall not be construed against any person as the drafter
hereof. The headings of this Warrant are for convenience of reference and shall
not form part of, or affect the interpretation of, this Warrant. 

     13. DISPUTE RESOLUTION. In
the case of a dispute as to the determination of the Exercise Price or the
arithmetic calculation of the Warrant Shares, the Company shall submit the
disputed determinations or arithmetic calculations via facsimile within two (2)
Business Days of receipt of the Exercise Notice giving rise to such dispute, as
the case may be, to the Holder. If the Holder and the Company are unable to
agree upon such determination or calculation of the Exercise Price or the
Warrant Shares within three (3) Business Days of such disputed determination or
arithmetic calculation being submitted to the Holder, then the Company shall,
within four (4) Business Days thereafter submit via facsimile the disputed
determination of the Exercise Price or Warrant Shares to an independent,
reputable investment bank mutually agreeable to the Company and the Holder. The
Company shall cause the investment bank to perform the determinations or
calculations and notify the Company and the Holder of the results no later than
ten (10) Business Days from the time it receives the disputed determinations or
calculations. Such investment bank’s determination or calculation, as the case
may be, shall be binding upon all parties absent demonstrable error. The
expenses of the investment bank and any other reasonable expenses incurred in
good faith in connection with any such dispute will be borne by the Company
unless the investment bank or accountant determines that the determination of
the Exercise Price or the arithmetic calculation of the Warrant Shares by the
Holder was incorrect, in which case the expenses of the investment bank and any
other reasonable expenses incurred in connection with any such dispute will be
borne by the Holder.

-8-




     14. REMEDIES, OTHER
OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this
Warrant shall be cumulative and in addition to all other remedies available
under this Warrant, at law or in equity (including a decree of specific
performance and/or other injunctive relief), and nothing herein shall limit the
right of the Holder to pursue actual damages for any failure by the Company to
comply with the terms of this Warrant. 

     15. TRANSFER. This Warrant
may be offered for sale, sold, transferred, hypothecated or assigned without the
consent of the Company. This Warrant and the Warrant Shares have been registered
by the Company with the U.S. Securities and Exchange Commission pursuant to the
Registration Statement. 

     16. CERTAIN DEFINITIONS.
For purposes of this Warrant, the following terms shall have the following
meanings: 

          (a)
“Business Day” means any day other than Saturday, Sunday or other day on
which commercial banks in The City of New York are authorized or required by law
to remain closed. 

          (b)
“Closing Sale Price” means, for any security as of any date, the last
closing trade price for such security on the Principal Market, as reported by
Bloomberg, or, if the Principal Market begins to operate on an extended hours
basis and does not designate the closing trade price, then the last trade price
of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg,
or, if the Principal Market is not the principal securities exchange or trading
market for such security in the United States, the last trade price of such
security on the principal securities exchange or trading market in the United
States where such security is listed or traded as reported by Bloomberg, or if
the foregoing does not apply, the last trade price of such security in the
over-the-counter market on the electronic bulletin board for such security as
reported by Bloomberg, or, if no last trade price is reported for such security
by Bloomberg, the average of the ask prices of any market makers for such
security as reported on Pink Quote published by Pink OTC Markets Inc. (formerly
Pink Sheets). If the Closing Sale Price cannot be calculated for a security on a
particular date on any of the foregoing bases, the Closing Sale Price of such
security on such date shall be the fair market value as mutually determined by
the Company and the Holder. If the Company and the Holder are unable to agree
upon the fair market value of such security, then such dispute shall be resolved
in accordance with the procedures in Section 13. All such determinations
shall be appropriately adjusted for any stock dividend, stock split, stock
combination or other similar transaction during such period.

          (c)
“Common Shares” means (i) shares of the Company’s common stock, $0.001
par value (the “Common Stock”), and (ii) any share capital into which such
Common Stock shall have been changed or any share capital resulting from a
reclassification of such Common Stock.

          (d)
“Eligible Market” means The New York Stock Exchange, Inc., The NYSE MKT
Equities or The NASDAQ Stock Market. 

          (e)
“Expiration Date” means the date ninety (90) months following the
Issuance Date or, if such date falls on a day on which trading does not take
place on the Principal Market (a “Holiday”), the next date that is not a
Holiday. 

          (f)
Intentionally omitted.

          (g)
“Parent Entity” of a Person means an entity that, directly or indirectly,
controls the applicable Person and whose common stock or equivalent equity
security is quoted or listed on an Eligible Market, or, if there is more than
one such Person or Parent Entity, the Person or Parent Entity with the largest
public market capitalization as of the date of consummation of the Fundamental
Transaction. 

-9-




          (h)
“Person” means an individual, a limited liability company, a partnership,
a joint venture, a corporation, a trust, an unincorporated organization, any
other entity and a government or any department or agency thereof. 

          (i)
“Principal Market” means The NASDAQ Capital Market. 

          (j)
“Successor Entity” means the Person (or, if such Person’s common stock or
equivalent equity security is not quoted or listed on an Eligible Market, the
Parent Entity) formed by, resulting from or surviving any Fundamental
Transaction or the Person (or, if so elected by the Holder, the Parent Entity)
with which such Fundamental Transaction shall have been entered into.

          (k)
“Trading Day” means any day on which the Common Shares are traded on the
Principal Market, or, if the Principal Market is not the principal trading
market in the United States for the Common Shares, then on the principal
securities exchange or securities market in the United States on which the
Common Shares are then traded; provided that “Trading Day” shall not include any
day on which the Common Shares are scheduled to trade on such exchange or market
for less than 4.5 hours or any day that the Common Shares are suspended from
trading during the final hour of trading on such exchange or market (or if such
exchange or market does not designate in advance the closing time of trading on
such exchange or market, then during the hour ending at 4:00:00 p.m., New York
time).

          (l)
“VWAP” means, for any date, the price determined by the first of the
following clauses that applies: (a) if the Common Shares are then listed or
quoted on the Principal Market or an Eligible Market, the daily volume weighted
average price of the Common Shares for such date (or the nearest preceding date)
on the trading market on which the Common Shares are then listed or quoted as
reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City
time) to 4:02 p.m. (New York City time), (b) if then quoted on the OTC Bulletin
Board, the volume weighted average price of the Common Shares for such date (or
the nearest preceding date) on the OTC Bulletin Board, (c) if the Common Shares
are not then listed or quoted for trading on the OTC Bulletin Board and if
prices for the Common Shares are then reported on Pink Quote published by Pink
OTC Markets Inc. (or a similar organization or agency succeeding to its
functions of reporting prices), the most recent bid price per Common Share so
reported, or (d) in all other cases, the fair market value of one Common Share
as determined by an independent appraiser reasonably acceptable to the Company
and selected in good faith by the Investors identified on those Subscription
Agreements executed on the Subscription Date holding a majority in interest of
the Shares issued pursuant to the Subscription Agreements which are then
outstanding, the fees and expenses of which shall be paid by the Company.

[Signature Page Follows]

-10-




     IN WITNESS WHEREOF, the
Company has caused this Warrant to Purchase Common Shares to be duly executed as
of the Issuance Date set out above. 

	 	LIGHTBRIDGE CORPORATION 
	 	 
	 	By: 
	 	        
      ____________________________
	 	         Name: 
	 	 
	 	         Title:
  


[Signature Page to Warrant]




EXHIBIT A

EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS
    

WARRANT TO PURCHASE COMMON SHARES

LIGHTBRIDGE CORPORATION

     The undersigned holder hereby
exercises the right to purchase _________ of the Common Shares (“Warrant
Shares”) of Lightbridge Corporation, a Nevada corporation (the
“Company”), evidenced by the attached Warrant to Purchase Common Shares
(the “Warrant”). Capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Warrant. 

     1. Payment of Exercise
Price. The holder shall pay the Aggregate Exercise Price in the sum of
$_____to the Company in accordance with the terms of the Warrant. 

     2. Delivery of Warrant
Shares. The Company shall deliver to the holder ______Warrant Shares in
accordance with the terms of the Warrant and, after delivery of such Warrant
Shares, Warrant Shares remain subject to the Warrant. 

     3. Representations and
Warranties. By its delivery of this Exercise Notice, the undersigned
represents and warrants to the Company that in giving effect to the exercise
evidenced hereby the holder will not beneficially own in excess of the number of
Common Shares (determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934) permitted to be beneficially owned under Section 1(d)
of the Warrant.

Date: ______ __, ______



Name of Registered holder 

By: _________________

Name: 

Title:




ACKNOWLEDGMENT

     The Company hereby acknowledges
this Exercise Notice and hereby directs [Computershare Trust Company] to issue
the above indicated number of Common Shares in accordance with the Transfer
Agent Instructions dated [_________] from the Company [and acknowledged and
agreed to by Computershare Trust Company].

	 	LIGHTBRIDGE CORPORATION 
	 	 
	 	By: 
	 	       
    ____________________
	 	         Name: 
	 	 
	 	         Title:
  






EXHIBIT B

ASSIGNMENT FORM

LIGHTBRIDGE CORPORATION

     (To assign the foregoing
Warrant, execute this form and supply required information. Do not use this form
to purchase shares.)

     FOR VALUE RECEIVED, the foregoing
Warrant and all rights evidenced thereby are hereby assigned to 

	Name: 	  
	 	 
	  	(Please Print) 
	Address: 	  
	 	__________________________________ 
	 	 
	  	(Please Print) 
	 	 
	Dated: _________  _____, ______	
	 	 
	Holder’s Signature: 
	  	  
	 	 
	Holder’s Address: 
  __________________


NOTE: The signature to this Assignment Form must correspond
with the name as it appears on the face of the Warrant, without alteration or
enlargement or any change whatever. Officers of corporations and those acting in
a fiduciary or other representative capacity should file proper evidence of
authority to assign the foregoing Warrant.