Lightbridge Corporation - Exhibit 10.1 - Filed by newsfilecorp.com






Execution Copy 

COMMON STOCK PURCHASE AGREEMENT 

COMMON STOCK PURCHASE AGREEMENT (the
“Agreement”), dated as of September 4, 2015, by and between
LIGHTBRIDGE CORPORATION, a Nevada corporation (the “Company”), and
ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the
“Buyer”). Capitalized terms used herein and not otherwise defined herein
are defined in Section 10 hereof.

WHEREAS: 

Subject to the terms and conditions set forth in this
Agreement, the Company wishes to sell to the Buyer, and the Buyer wishes to buy
from the Company, up to Ten Million Dollars ($10,000,000) of the Company’s
common stock, par value $0.001 (the “Common Stock”). The shares of Common
Stock to be purchased hereunder are referred to herein as the “Purchase
Shares.”

NOW THEREFORE, the Company and the Buyer hereby agree as
follows: 

1.    PURCHASE OF COMMON STOCK.

Subject to the terms and conditions set forth in this
Agreement, the Company has the right to sell to the Buyer, and the Buyer has the
obligation to purchase from the Company, Purchase Shares as follows: 

(a)  Commencement of Purchases of Common Stock. After the
Commencement Date (as defined below), the purchase and sale of Purchase Shares
hereunder shall occur from time to time upon written notices by the Company to
the Buyer on the terms and conditions as set forth herein following the
satisfaction of the conditions (the “Commencement”) as set forth in
Sections 6 and 7 below (the date of satisfaction of such conditions, the
“Commencement Date”).

(b)  The Company’s Right to Require Regular Purchases.
Subject to the terms and conditions of this Agreement, on any given Business Day
after the Commencement Date, the Company shall have the right but not the
obligation to direct the Buyer by its delivery to the Buyer of a Purchase Notice
from time to time, and the Buyer thereupon shall have the obligation, to buy the
number of Purchase Shares specified in such notice, up to 100,000 Purchase
Shares, on such Business Day (as long as such notice is delivered on or before
5:00 p.m. Eastern time on such Business Day) (each such purchase, a “Regular
Purchase”) at the Purchase Price on the Purchase Date; however, in no event
shall the Purchase Amount of a Regular Purchase exceed Two Hundred Fifty
Thousand Dollars ($250,000) per Business Day. The Company may deliver additional
Purchase Notices to the Buyer from time to time so long as the most recent
purchase has been completed. The share amounts in the first sentence of this
Section 1(b) shall be appropriately adjusted for any reorganization,
recapitalization, non-cash dividend, stock split, reverse stock split, or other
similar transaction.




(c)  VWAP Purchases. Subject to the terms and conditions
of this Agreement, in addition to purchases of Purchase Shares as described in
Section 1(b) above, with one Business Day’s prior written notice (as long as
such notice is delivered on or before 5:00 p.m. Eastern time on the Business Day
immediately preceding the VWAP Purchase Date), the Company shall also have the
right but not the obligation to direct the Buyer by the Company’s delivery to
the Buyer of a VWAP Purchase Notice from time to time, and the Buyer thereupon shall have the
obligation, to buy the VWAP Purchase Share Percentage of the trading volume of
the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume
Maximum on the VWAP Purchase Date (each such purchase, a “VWAP Purchase”)
at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to
the Buyer on or before 5:00 p.m. Eastern time on a date on which the Company
also submitted a Purchase Notice for a Regular Purchase of at least 100,000
Purchase Shares to the Buyer. A VWAP Purchase shall automatically be deemed
completed at such time on the VWAP Purchase Date that the Sale Price falls below
the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount
shall be calculated using (i) the VWAP Purchase Share Percentage of the
aggregate shares traded on the Principal Market for such portion of the VWAP
Purchase Date prior to the time that the Sale Price fell below the VWAP Minimum
Price Threshold and (ii) a VWAP Purchase Price calculated using the volume
weighted average price of Common Stock sold during such portion of the VWAP
Purchase Date prior to the time that the Sale Price fell below the VWAP Minimum
Price Threshold. Each VWAP Purchase Notice must be accompanied by instructions
to the Company’s Transfer Agent to immediately issue to the Buyer an amount of
Common Stock equal to the VWAP Purchase Share Estimate, a good faith estimate by
the Company of the number of Purchase Shares that the Buyer shall have the
obligation to buy pursuant to the VWAP Purchase Notice. In no event shall the
Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that
exceeds the VWAP Purchase Share Estimate issued on the VWAP Purchase Date in
connection with such VWAP Purchase Notice; however, the Buyer will immediately
return to the Company any amount of Common Stock issued pursuant to the VWAP
Purchase Share Estimate that exceeds the number of Purchase Shares the Buyer
actually purchases in connection with such VWAP Purchase. Upon completion of
each VWAP Purchase Date, the Buyer shall submit to the Company a confirmation of
the VWAP Purchase in form and substance reasonably acceptable to the Company.
The Company may deliver additional VWAP Purchase Notices to the Buyer from time
to time so long as the most recent purchase has been completed. The Company may,
by written notice to the Buyer, in its sole discretion at any time after the
date of this Agreement, irrevocably terminate this Section 1(c) and its right to
direct the Buyer to make VWAP Purchases.

(d)  Payment for Purchase
Shares. For each Regular Purchase, the Buyer shall pay to the Company an
amount equal to the Purchase Amount as full payment for such Purchase Shares via
wire transfer of immediately available funds on the same Business Day that the
Buyer receives such Purchase Shares. For each VWAP Purchase, the Buyer shall pay
to the Company an amount equal to the VWAP Purchase Amount as full payment for
such Purchase Shares via wire transfer of immediately available funds on the
third Business Day following the VWAP Purchase Date. All payments made under
this Agreement shall be made in lawful money of the United States of America via
wire transfer of immediately available funds to such account as the Company may
from time to time designate by written notice in accordance with the provisions
of this Agreement. Whenever any amount expressed to be due by the terms of this
Agreement is due on any day that is not a Business Day, the same shall instead
be due on the next succeeding day that is a Business Day.

(e)  Purchase Price Floor.
The Company and the Buyer shall not effect any sales under this Agreement on any
Purchase Date where the Closing Sale Price is less than the Floor Price.
“Floor Price” means $0.10 per share of Common Stock, which shall be
appropriately adjusted for any reorganization, recapitalization, stock dividend,
stock split, reverse stock split or other similar transaction. 

(f)  Records of Purchases.
The Buyer and the Company shall each maintain records showing the remaining
Available Amount at any given time and the dates and purchase amounts for each purchase, or shall use such other method reasonably
satisfactory to the Buyer and the Company to reconcile the remaining Available
Amount.


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(g)  Taxes. The Company
shall pay any and all transfer, stamp or similar taxes that may be payable with
respect to the issuance and delivery of any shares of Common Stock to the Buyer
made under this Agreement. 

(h)  Compliance with Principal
Market Rules. Notwithstanding anything in this Agreement to the contrary,
and in addition to the limitations set forth in Section 1(e), the total number
of shares of Common Stock that may be issued under this Agreement, including the
Commitment Shares (as defined in Section 4(e) hereof), shall be limited to
3,614,766 shares of Common Stock (the “Exchange Cap”), which equals
19.99% of the Company’s outstanding shares of Common Stock as of the date
hereof, unless stockholder approval is obtained to issue more than such 19.99% .
The Exchange Cap shall be appropriately adjusted for any stock dividend, stock
split, reverse stock split or similar transaction. The foregoing limitation
shall not apply if stockholder approval has not been obtained and at any time
the Exchange Cap is reached and at all times thereafter the average price paid
for all shares of Common Stock issued under this Agreement is equal to or
greater than $0.95 (the “Minimum Price”), a price equal to the Closing
Sale Price on the date hereof (in such circumstance, for purposes of the
Principal Market, the transaction contemplated hereby would not be “below
market” and the Exchange Cap would not apply). Notwithstanding the foregoing,
the Company shall not be required or permitted to issue, and the Buyer shall not
be required to purchase, any shares of Common Stock under this Agreement if such
issuance would violate the rules or regulations of the Principal Market. 

(i)  Beneficial Ownership
Limitation. The Company shall not issue and the Buyer shall not purchase any
shares of Common Stock under this Agreement if such shares proposed to be issued
and sold, when aggregated with all other shares of Common Stock then owned
beneficially (as calculated pursuant to Section 13(d) of the Exchange Act and
Rule 13d-3 promulgated thereunder) by the Buyer and its affiliates would result
in the beneficial ownership by the Buyer and its affiliates of more than 19.99%
of the then issued and outstanding shares of Common Stock.

2.    BUYER’S REPRESENTATIONS AND WARRANTIES. 

The Buyer represents and warrants
to the Company that as of the date hereof and as of the Commencement Date:

(a)   Investment Purpose.
The Buyer is entering into this Agreement and acquiring the Commitment Shares
(as defined in Section 4(e) hereof) and the Purchase Shares (the Purchase Shares
and the Commitment Shares are collectively referred to herein as the
“Securities”), for its own account for investment only and not with a
view towards, or for resale in connection with, the public sale or distribution
thereof; provided however, by making the representations herein, the Buyer does
not agree to hold any of the Securities for any minimum or other specific term.


(b)   Accredited Investor
Status. The Buyer is an “accredited investor” as that term is defined in
Rule 501(a)(3) of Regulation D of the 1933 Act. 

(c)   Reliance on
Exemptions. The Buyer understands that the Securities are being offered and
sold to it in reliance on specific exemptions from the registration requirements
of United States federal and state securities laws and that the Company is
relying in part upon the truth and accuracy of, and the Buyer's compliance with, the representations,
warranties, agreements, acknowledgments and understandings of the Buyer set
forth herein in order to determine the availability of such exemptions and the
eligibility of the Buyer to acquire the Securities. 

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(d)   Information. The Buyer
has been furnished with all materials relating to the business, finances and
operations of the Company and materials relating to the offer and sale of the
Securities that have been reasonably requested by the Buyer, including, without
limitation, the SEC Documents (as defined in Section 3(f) hereof). The Buyer
understands that its investment in the Securities involves a high degree of
risk. The Buyer (i) is able to bear the economic risk of an investment in the
Securities including a total loss, (ii) has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of the proposed investment in the Securities and (iii) has had an
opportunity to ask questions of and receive answers from the officers of the
Company concerning the financial condition and business of the Company and other
matters related to an investment in the Securities. Neither such inquiries nor
any other due diligence investigations conducted by the Buyer or its
representatives shall modify, amend or affect the Buyer’s right to rely on the
Company’s representations and warranties contained in Section 3 below. The Buyer
has sought such accounting, legal and tax advice as it has considered necessary
to make an informed investment decision with respect to its acquisition of the
Securities. 

(e)   No Governmental
Review. The Buyer understands that no United States federal or state agency
or any other government or governmental agency has passed on or made any
recommendation or endorsement of the Securities or the fairness or suitability
of the investment in the Securities nor have such authorities passed upon or
endorsed the merits of the offering of the Securities. 

(f)   Transfer or Sale. The
Buyer understands that except as provided in the Registration Rights Agreement
(as defined in Section 4(a) hereof): (i) the Securities have not been and are
not being registered under the 1933 Act or any state securities laws, and may
not be offered for sale, sold, assigned or transferred unless (A) subsequently
registered thereunder or (B) an exemption exists permitting such Securities to
be sold, assigned or transferred without such registration; (ii) any sale of the
Securities made in reliance on Rule 144 may be made only in accordance with the
terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the
Securities under circumstances in which the seller (or the person through whom
the sale is made) may be deemed to be an underwriter (as that term is defined in
the 1933 Act) may require compliance with some other exemption under the 1933
Act or the rules and regulations of the SEC thereunder; and (iii) neither the
Company nor any other person is under any obligation to register the Securities
under the 1933 Act or any state securities laws or to comply with the terms and
conditions of any exemption thereunder. 

(g)   Organization. The
Buyer is a limited liability company duly organized and validly existing in good
standing under the laws of the jurisdiction in which it is organized, and has
the requisite organizational power and authority to own its properties and to
carry on its business as now being conducted. 

(h)   Validity; Enforcement.
This Agreement has been duly and validly authorized, executed and delivered on
behalf of the Buyer and is a valid and binding agreement of the Buyer
enforceable against the Buyer in accordance with its terms, subject as to
enforceability to (i) general principles of equity and to applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation and other similar laws
relating to, or affecting generally, the enforcement of applicable creditors’
rights and remedies and (ii) public policy underlying any law, rule or
regulation (including any federal or state securities law, rule or regulation) with regards to
indemnification, contribution or exculpation. The execution and delivery of the
Transaction Documents by the Buyer and the consummation by it of the
transactions contemplated hereby and thereby do not conflict with the Buyer’s
certificate of organization or operating agreement or similar documents, and do
not require further consent or authorization by the Buyer, its managers or its
members.

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(i)   Residency. The Buyer is a resident of the State of
Illinois. 

(j)   No Prior Short
Selling. The Buyer represents and warrants to the Company that at no time
prior to the date of this Agreement has any of the Buyer, its agents,
representatives or affiliates engaged in or effected, in any manner whatsoever,
directly or indirectly, any (i) “short sale” (as such term is defined in Section
242.200 of Regulation SHO of the Securities Exchange Act of 1934, as amended
(the “1934 Act”)) of the Common Stock or (ii) hedging transaction, which
establishes a net short position with respect to the Common Stock. 

3.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and
warrants to the Buyer that as of the date hereof and as of the Commencement
Date:

(a)   Organization and
Qualification. The Company and its “Subsidiaries” (which for purposes of
this Agreement means any entity in which the Company, directly or indirectly,
owns more than 50% of the voting stock or capital stock or other similar equity
interests) are corporations or limited liability companies duly organized and
validly existing in good standing under the laws of the jurisdiction in which
they are incorporated or organized, and have the requisite corporate or
organizational power and authority to own their properties and to carry on their
business as now being conducted. Each of the Company and its Subsidiaries is
duly qualified as a foreign corporation or limited liability company to do
business and is in good standing in every jurisdiction in which its ownership of
property or the nature of the business conducted by it makes such qualification
necessary, except to the extent that the failure to be so qualified or be in
good standing could not reasonably be expected to have a Material Adverse
Effect. As used in this Agreement, “Material Adverse Effect” means any
material adverse effect on any of: (i) the business, properties, assets,
operations, results of operations or financial condition of the Company and its
Subsidiaries, if any, taken as a whole, or (ii) the authority or ability of the
Company to perform its obligations under the Transaction Documents (as defined
in Section 3(b) hereof). The Company has no material Subsidiaries except as set
forth on Schedule 3(a).

(b)   Authorization;
Enforcement; Validity. (i) The Company has the requisite corporate power and
authority to enter into and perform its obligations under this Agreement, the
Registration Rights Agreement and each of the other agreements entered into by
the parties on the Commencement Date and attached hereto as exhibits to this
Agreement (collectively, the “Transaction Documents”), and to issue the
Securities in accordance with the terms hereof and thereof, (ii) the execution
and delivery of the Transaction Documents by the Company and the consummation by
it of the transactions contemplated hereby and thereby, including without
limitation, the issuance of the Commitment Shares and the reservation for
issuance and the issuance of the Purchase Shares issuable under this Agreement,
have been duly authorized by the Company’s Board of Directors or duly authorized
committee thereof, do not conflict with the Company’s Articles of Incorporation
or Bylaws, and do not require further consent or authorization by the Company,
its Board of Directors or its stockholders (other than as contemplated by
Section 1(h) hereof), (iii) this Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and
delivered by the Company and (iv) this Agreement constitutes, and each other
Transaction Document upon its execution on behalf of the Company, shall
constitute, the valid and binding obligations of the Company enforceable against
the Company in accordance with their terms, except as such enforceability may be
limited by (y) general principles of equity or applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to,
or affecting generally, the enforcement of creditors' rights and remedies and
(z) public policy underlying any law, rule or regulation (including any federal
or states securities law, rule or regulation) with regards to indemnification,
contribution or exculpation. The Board of Directors of the Company or duly
authorized committee thereof has approved the resolutions (the “Signing
Resolutions”) substantially in the form as set forth as Exhibit B-1
attached hereto to authorize this Agreement and the transactions contemplated
hereby. The Signing Resolutions are valid, in full force and effect and have not
been modified or supplemented in any material respect other than by the
resolutions set forth in Exhibit B-2 attached hereto regarding the
registration statement referred to in Section 4 hereof. The Company has
delivered to the Buyer a true and correct copy of the Signing Resolutions as
approved by the Board of Directors of the Company or an appropriate Board
committee.

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(c)   Capitalization. As of
the date hereof, the authorized capital stock of the Company consists of (i)
500,000,000 shares of Common Stock, par value $0.001, of which as of the date
hereof, 18,082,874 shares are issued and outstanding, zero shares are held as
treasury shares, 5,428,460 shares are reserved for future issuance pursuant to
the Company’s equity incentive plans, of which approximately 1,909,968 shares
remain available for future option grants or equity based awards, and 4,886,764
shares are issuable and reserved for issuance pursuant to securities (other than
stock options or equity based awards issued pursuant to the Company’s stock
incentive plans) exercisable or exchangeable for, or convertible into, shares of
Common Stock, and (ii) 50,000,000 shares of preferred stock, of which as of the
date hereof zero shares are issued and outstanding. All of such outstanding
shares have been, or upon issuance will be, validly issued and are fully paid
and non-assessable. Except as disclosed above in this Section 3(c) or in
Schedule 3(c), (i) no shares of the Company’s capital stock are subject to
preemptive rights or any other similar rights or any liens or encumbrances
suffered or permitted by the Company, (ii) there are no outstanding debt
securities of the Company or any of its Subsidiaries, (iii) there are no
outstanding options, warrants, scrip, rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities or rights
convertible into, any shares of capital stock of the Company or any of its
Subsidiaries, or contracts, commitments, understandings or arrangements by which
the Company or any of its Subsidiaries is or may become bound to issue
additional shares of capital stock of the Company or any of its Subsidiaries or
options, warrants, scrip, rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities or rights convertible into, any
shares of capital stock of the Company or any of its Subsidiaries, (iv) there
are no material agreements or arrangements under which the Company or any of its
Subsidiaries is obligated to register the sale of any of their securities under
the 1933 Act (except the Registration Rights Agreement), (v) there are no
outstanding securities or instruments of the Company or any of its Subsidiaries
which contain any redemption or similar provisions, and there are no contracts,
commitments, understandings or arrangements by which the Company or any of its
Subsidiaries is or may become bound to redeem a security of the Company or any
of its Subsidiaries, (vi) there are no securities or instruments containing
anti-dilution or similar provisions that will be triggered by the issuance of
the Securities as described in this Agreement and (vii) the Company does not
have any stock appreciation rights or “phantom stock” plans (other than set
forth in the Company’s 2015 Equity incentive Plan) or agreements or any similar
plan or agreement. The Company has furnished or made available to the Buyer true
and correct copies of the Company’s Articles of Incorporation, as amended and as in effect on the date hereof (the “Articles of
Incorporation”), and the Company’s Amended and Restated Bylaws, as amended
and as in effect on the date hereof (the “Bylaws”). 

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(d)   Issuance of
Securities. The Commitment Shares have been duly authorized and, upon
issuance in accordance with the terms hereof, the Commitment Shares shall be (i)
validly issued, fully paid and non-assessable and (ii) free from all taxes,
liens and charges with respect to the issuance thereof. At least an additional
15,000,000 shares of Common Stock have been duly authorized and reserved for
issuance upon future purchase as Purchase Shares under this Agreement. Upon
issuance and payment therefore in accordance with the terms and conditions of
this Agreement, such Purchase Shares shall be validly issued, fully paid and
non-assessable and free from all taxes, liens and charges with respect to the
issue thereof, with the holders being entitled to all rights accorded to a
holder of Common Stock. 

(e)   No Conflicts. Except
as disclosed in Schedule 3(e), the execution, delivery and performance of the
Transaction Documents by the Company and the consummation by the Company of the
transactions contemplated hereby and thereby (including, without limitation, the
reservation for issuance and issuance of the Purchase Shares) will not (i)
result in a violation of the Articles of Incorporation, including any
Certificate of Designations, Preferences and Rights of any outstanding series of
preferred stock of the Company, or the Bylaws or (ii) constitute a default (or
an event which with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which the Company or
any of its Subsidiaries is a party, or result, to the Company’s knowledge, in a
violation of any law, rule, regulation, order, judgment or decree (including
federal and state securities laws and regulations and the rules and regulations
of the Principal Market applicable to the Company or any of its Subsidiaries) or
by which any property or asset of the Company or any of its Subsidiaries is
bound or affected, except in the case of defaults, terminations, amendments,
accelerations, cancellations and violations under clause (ii), which could not
reasonably be expected to result in a Material Adverse Effect. Except as
disclosed in Schedule 3(e), neither the Company nor its Subsidiaries is in
violation of any term of or in default under its Articles of Incorporation,
including any Certificate of Designation, Preferences and Rights of any
outstanding series of preferred stock of the Company, or Bylaws or their
organizational charter or bylaws, respectively. Except as disclosed in Schedule
3(e), neither the Company nor any of its Subsidiaries is in violation of any
term of or is in default under any material contract, agreement, mortgage,
indebtedness, indenture, instrument, judgment, decree or order or any statute,
rule or regulation applicable to the Company or its Subsidiaries, except for
possible violations, defaults, terminations or amendments that could not
reasonably be expected to have a Material Adverse Effect. The business of the
Company and its Subsidiaries is not being conducted, and shall not be conducted,
in violation of any law, ordinance, or regulation of any governmental entity,
except for possible violations, the sanctions for which either individually or
in the aggregate could not reasonably be expected to have a Material Adverse
Effect. Except as specifically contemplated by this Agreement, reporting
obligations under the 1934 Act or as required under the 1933 Act or applicable
state securities laws or the filing of a Listing of Additional Shares
Notification Form with the Principal Market, the Company is not required to
obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental agency or any regulatory or
self-regulatory agency in order for it to execute, deliver or perform any of its
obligations under or contemplated by the Transaction Documents in accordance
with the terms hereof or thereof. Except for reporting obligations under the
1934 Act, all consents, authorizations, orders, filings and registrations which
the Company is required to obtain pursuant to the preceding sentence shall be
obtained or effected on or prior to the Commencement Date. The Company is not
subject to any notices or actions from or to the Principal Market, other than routine matters incident to listing on the
Principal Market and not involving a violation of the rules of the Principal
Market. To the Company’s knowledge, the Principal Market has not commenced any
delisting proceedings against the Company. 

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(f)   SEC Documents; Financial
Statements. Except as disclosed in Schedule 3(f), since June 30, 2014, the
Company has filed all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC pursuant to the reporting requirements
of the 1934 Act (all of the foregoing filed prior to the date hereof and all
exhibits included therein and financial statements and schedules thereto and
documents incorporated by reference therein being hereinafter referred to as the
“SEC Documents”). As of their respective dates (except as they have been
correctly amended), the SEC Documents complied in all material respects with the
requirements of the 1934 Act and the rules and regulations of the SEC
promulgated thereunder applicable to the SEC Documents, and none of the SEC
Documents, at the time they were filed with the SEC (except as they may have
been properly amended), contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading. As of their respective dates (except as they
have been properly amended), the financial statements of the Company included in
the SEC Documents complied as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto. Such financial statements have been prepared in accordance with
generally accepted accounting principles, consistently applied, during the
periods involved (except (i) as may be otherwise indicated in such financial
statements or the notes thereto or (ii) in the case of unaudited interim
statements, to the extent they may exclude footnotes or may be condensed or
summary statements) and fairly present in all material respects the financial
position of the Company as of the dates thereof and the results of its
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments). Except as disclosed
in Schedule 3(f) or routine correspondence, such as comment letters and notices
of effectiveness in connection with previously filed registration statements or
periodic reports publicly available on EDGAR, to the Company’s knowledge, the
Company or any of its Subsidiaries are not presently the subject of any inquiry,
investigation or action by the SEC. 

(g)   Absence of Certain
Changes. Except as disclosed in Schedule 3(g), since June 30, 2015, there
has been no material adverse change in the business, properties, operations,
financial condition or results of operations of the Company or its Subsidiaries
taken as a whole. For purposes of this Agreement, neither a decrease in cash or
cash equivalents nor losses incurred in the ordinary course of the Company’s
business shall be deemed or considered a material adverse change. The Company
has not taken any steps, and does not currently expect to take any steps, to
seek protection pursuant to any Bankruptcy Law nor does the Company or any of
its Subsidiaries have any knowledge or reason to believe that its creditors
intend to initiate involuntary bankruptcy or insolvency proceedings. The
Company is financially solvent and is generally able to pay its debts as they
become due.

(h)   Absence of Litigation.
Except as disclosed in Schedule 3(h), to the Company’s knowledge, there is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the Company or any of its Subsidiaries, threatened
against the Company or any of the Company’s Subsidiaries or any of the Company’s
or the Company’s Subsidiaries’ officers or directors in their capacities as
such, which could reasonably be expected to have a Material Adverse Effect
(each, an “Action”). A description of each such Action, if any, is set
forth in Schedule 3(h).

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(i)   Acknowledgment Regarding
Buyer’s Status. The Company acknowledges and agrees that the Buyer is acting
solely in the capacity of arm’s length purchaser with respect to the Transaction
Documents and the transactions contemplated hereby and thereby. The Company
further acknowledges that the Buyer is not acting as a financial advisor or
fiduciary of the Company (or in any similar capacity) with respect to the
Transaction Documents and the transactions contemplated hereby and thereby and
any advice given by the Buyer or any of its representatives or agents in
connection with the Transaction Documents and the transactions contemplated
hereby and thereby is merely incidental to the Buyer’s purchase of the
Securities. The Company further represents to the Buyer that the Company’s
decision to enter into the Transaction Documents has been based solely on the
independent evaluation by the Company and its representatives and advisors. 

(j)   Intellectual Property
Rights. To the Company’s knowledge, the Company and its Subsidiaries own or
possess adequate rights or licenses to use all material trademarks, trade names,
service marks, service mark registrations, service names, patents, patent
rights, copyrights, inventions, licenses, approvals, governmental
authorizations, trade secrets and other intellectual property rights
(collectively, “Intellectual Property”) necessary to conduct their
respective businesses as now conducted, except as set forth in Schedule 3(j) or
to the extent that the failure to own, possess, license or otherwise hold
adequate rights to use Intellectual Property would not, individually or in the
aggregate, have a Material Adverse Effect. Except as disclosed in Schedule 3(j),
to the Company’s knowledge, none of the Company’s active and registered
Intellectual Property will expire or terminate by the terms and conditions
thereof within two years from the date of this Agreement. The Company and its
Subsidiaries do not have any knowledge of any infringement by the Company or its
Subsidiaries of any Intellectual Property of others, or of any such development
of similar or identical trade secrets or technical information by others with
respect to the Company’s or its Subsidiaries’ Intellectual Property and, except
as set forth on Schedule 3(j), there is no claim, action or proceeding being
made or brought against, or to the Company’s knowledge, being threatened
against, the Company or its Subsidiaries regarding Intellectual Property, which
could reasonably be expected to have a Material Adverse Effect. 

(k)   Environmental Laws. To
the Company’s knowledge, the Company and its Subsidiaries (i) are in material
compliance with any and all applicable foreign, federal, state and local laws
and regulations relating to the protection of the environment or human health
and safety and with respect to hazardous or toxic substances or wastes,
pollutants or contaminants (“Environmental Laws”), (ii) have received all
material permits, licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses and (iii) are in
material compliance with all terms and conditions of any such permit, license or
approval, except where, in each of the three foregoing clauses, the failure to
so comply or receive such approvals could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect. 

(l)   Title. The Company and
its Subsidiaries have good and marketable title to all personal property owned
by them that is material to the business of the Company and its Subsidiaries, in
each case free and clear of all liens, encumbrances and defects except such as
are described in Schedule 3(l) or such as do not materially affect the value of
such property and do not interfere with the use made and proposed to be made of
such property by the Company and any of its Subsidiaries or could not reasonably
be expected to have, individually or in the aggregate, a Material Adverse
Effect. Any real property and facilities held under lease by the Company and any
of its Subsidiaries, to the Company’s knowledge, are held by them under valid,
subsisting and enforceable leases with such exceptions as are not material and
do not interfere with the use made and proposed to be made of such property and
buildings by the Company and its Subsidiaries. 

-9- 




(m)   Insurance. The Company
and each of its Subsidiaries are insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as management
of the Company believes to be reasonable and customary in the businesses in
which the Company and its Subsidiaries are engaged. To the Company’s knowledge,
since January 1, 2013, neither the Company nor any such Subsidiary has been
refused any insurance coverage sought or applied for and neither the Company nor
any such Subsidiary, to the Company’s knowledge, will be unable to renew its
existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its
business at a cost that would not reasonably be expected to have a Material
Adverse Effect. 

(n)   Regulatory Permits.
The Company and its Subsidiaries possess all certificates, authorizations and
permits issued by the appropriate federal, state or foreign regulatory
authorities necessary to conduct their respective businesses as currently
conducted, except when the failure to so possess such certificates,
authorizations or permits could not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect, and neither the Company nor any
such Subsidiary has received any written notice of proceedings relating to the
revocation or modification of any such material certificate, authorization or
permit. 

(o)   Tax Status. The
Company and each of its Subsidiaries has made or filed all federal and state
income and all other material tax returns, reports and declarations required by
any jurisdiction to which it is subject (unless and only to the extent that the
Company and each of its Subsidiaries has set aside on its books reserves
reasonably adequate for the payment of all unpaid and unreported taxes or filed
valid extensions) and has paid all taxes and other governmental assessments and
charges that are material in amount, shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith
and has set aside on its books reserves reasonably adequate for the payment of
all taxes for periods subsequent to the periods to which such returns, reports
or declarations apply. To the Company’s knowledge, there are no unpaid taxes in
any material amount claimed to be due by the taxing authority of any
jurisdiction. 

(p)   Transactions With
Affiliates. Except as set forth on Schedule 3(p), and other than the grant
or exercise of stock options or any other equity securities offered pursuant to
duly adopted stock or incentive compensation plans as disclosed on Schedule
3(c), as of the date hereof, none of the officers, directors or employees of the
Company is presently a party to any transaction with the Company or any of its
Subsidiaries (other than for services as employees, officers and directors and
reimbursement for expenses incurred on behalf of the Company), including any
contract, agreement or other arrangement providing for the furnishing of
services to or by, providing for rental of real or personal property to or from,
or otherwise requiring payments to or from any officer, director or such
employee or, to the knowledge of the Company, any corporation, partnership,
trust or other entity in which any officer, director, or any such employee has a
material interest or is an officer, director, trustee or general partner. 

(q)   Application of Takeover
Protections. The Company and its board of directors have taken or will take
prior to the Commencement Date all necessary action, if any, in order to render
inapplicable any control share acquisition, business combination, poison pill
(including any distribution under a rights agreement) or other similar
anti-takeover provision under the Articles of Incorporation or the laws of the
state of its incorporation which is or could become applicable to the Buyer as a
result of the transactions contemplated by this Agreement, including, without
limitation, the Company’s issuance of the Securities and the Buyer’s ownership
of the Securities.

-10- 




4.    COVENANTS. 

(a)   Filing of Form 8-K and
Registration Statement. The Company agrees that it shall, within the time
required under the 1934 Act, file a Current Report on Form 8-K disclosing this
Agreement and the transaction contemplated hereby. The Company shall also file
within ten (10) Business Days from the date hereof a new registration statement
covering the sale of the Securities by the Buyer in accordance with the terms of
the Registration Rights Agreement between the Company and the Buyer, dated as of
the date hereof (“Registration Rights Agreement”).

(b)   Blue Sky. The Company
shall take such action, if any, as is reasonably necessary in order to obtain an
exemption for or to qualify (i) the initial issuance of the Securities to the
Buyer under this Agreement and (ii) any subsequent sale of the Securities by the
Buyer, in each case, under applicable securities or “Blue Sky” laws of the
states of the United States in such states as is reasonably requested by the
Buyer from time to time, and shall provide evidence of any such action so taken
to the Buyer at its written request. 

(c)   Listing. The Company
shall promptly secure the listing of all of the Securities upon each national
securities exchange and automated quotation system that requires an application
by the Company for listing, if any, upon which shares of Common Stock are then
listed (subject to official notice of issuance) and shall maintain such listing,
so long as any other shares of Common Stock shall be so listed. The Company
shall use its reasonable best efforts to maintain the Common Stock’s listing on
the Principal Market in accordance with the requirements of the Registration
Rights Agreement. Neither the Company nor any of its Subsidiaries shall take any
action that would be reasonably expected to result in the delisting or
suspension of the Common Stock on the Principal Market, unless the Common Stock
is immediately thereafter traded on the New York Stock Exchange, the NYSE MKT,
the Nasdaq Global Select Market, the Nasdaq Global Market, the OTC Bulletin
Board, or the OTCQB or OTCQX market places of the OTC Markets. The Company shall
pay all fees and expenses in connection with satisfying its obligations under
this Section. 

(d)   Limitation on Short Sales
and Hedging Transactions. The Buyer agrees that beginning on the date of
this Agreement and ending on the date of termination of this Agreement as
provided in Section 11(k), the Buyer and its agents, representatives and
affiliates shall not in any manner whatsoever enter into or effect, directly or
indirectly, any (i) “short sale” (as such term is defined in Section 242.200 of
Regulation SHO of the 1934 Act) of the Common Stock or (ii) hedging transaction,
which establishes a net short position with respect to the Common Stock.

(e)   Issuance of Commitment
Shares. Immediately upon the execution of this Agreement, the Company shall
issue to the Buyer as consideration for the Buyer entering into this Agreement
300,000 shares of Common Stock (the “Commitment Shares”). The Commitment
Shares shall be issued in certificated form and (subject to Section 5 hereof)
shall bear a restrictive legend substantially similar to the following: 


  
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS,
UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. 

  



-11- 




(f)   Due Diligence. The
Buyer shall have the right, from time to time as the Buyer may reasonably deem
appropriate, to perform reasonable due diligence on the Company during normal
business hours and subject to reasonable prior notice to the Company. The
Company and its officers and employees shall provide information and reasonably
cooperate with the Buyer in connection with any reasonable request by the Buyer
related to the Buyer’s due diligence of the Company, including, but not limited
to, any such request made by the Buyer in connection with (i) the filing of the
registration statement described in Section 4(a) hereof and (ii) the
Commencement; provided, however, that at no time is the Company required or
permitted to disclose material nonpublic information to the Buyer or breach any
obligation of confidentiality or non-disclosure to a third party or make any
disclosure that could cause a waiver of attorney-client privilege. Each party
hereto agrees not to disclose any Confidential Information of the other party to
any third party and shall not use the Confidential Information of such other
party for any purpose other than in connection with, or in furtherance of, the
transactions contemplated hereby. Each party hereto acknowledges that the
Confidential Information shall remain the property of the disclosing party and
agrees that it shall take all reasonable measures to protect the secrecy of any
Confidential Information disclosed by the other party. 

(g)   Disposition of
Securities. The Buyer shall not sell any Securities except as provided in
this Agreement, the Registration Rights Agreement and the “Plan of Distribution”
section of the prospectus included in the Registration Statement. The Buyer
shall not transfer any Securities except pursuant to sales described in the
“Plan of Distribution” section of the prospectus included in the Registration
Statement or pursuant to Rule 144 under the 1933 Act. In the event of any sales
of Securities pursuant to the Registration Statement, the Buyer will (i) effect
such sales pursuant to the “Plan of Distribution” section of the prospectus
included in the Registration Statement, and (ii) will comply with all applicable
prospectus delivery requirements.

5.    TRANSFER AGENT INSTRUCTIONS. 

Immediately upon the execution of
this Agreement, the Company shall deliver to the Transfer Agent a letter in the
form as set forth as Exhibit D attached hereto with respect to the
issuance of the Commitment Shares. On the Commencement Date, the Company shall
cause any restrictive legend on the Commitment Shares to be removed upon
surrender of the originally issued certificate(s) for such shares. So long as
the Buyer complies with its obligations in Section 4(g), all of the Purchase
Shares to be issued under this Agreement shall be issued without any restrictive
legend unless the Buyer expressly consents otherwise. The Company shall issue
irrevocable instructions to the Transfer Agent, and any subsequent transfer
agent, to issue Common Stock in the name of the Buyer for the Purchase Shares
(the “Irrevocable Transfer Agent Instructions”). The Company warrants to
the Buyer that, so long as the Buyer complies with its obligations in Section
4(g), no instruction other than the Irrevocable Transfer Agent Instructions
referred to in this Section 5, will be given by the Company to the Transfer
Agent with respect to the Purchase Shares and that the Commitment Shares
and the Purchase Shares shall otherwise be freely transferable on the books
and records of the Company as and to the extent provided in this Agreement and the Registration Rights
Agreement, subject to the provisions of Section 4(e) in the case of the
Commitment Shares. 

-12- 




6.    CONDITIONS TO THE COMPANY’S RIGHT TO COMMENCE SALES OF SHARES OF COMMON STOCK UNDER THIS AGREEMENT.


The right of the Company
hereunder to commence sales of the Purchase Shares is subject to the
satisfaction of each of the following conditions on or before the Commencement
Date (the date that the Company may begin sales of Purchase Shares): 

	 	(a) 	
      The Buyer shall have executed each of the Transaction
      Documents and delivered the same to the Company;

	 	 	 
	 	(b) 	
      The representations and warranties of the Buyer shall be
      true and correct as of the Commencement Date as though made at that time
      (except for representations and warranties that speak as of a specific
      date, which shall be true and correct in all material respects as of such
      specific date) and the Buyer shall have performed, satisfied and complied
      in all material respects with the covenants and agreements required by
      this Agreement to be performed, satisfied or complied with by the Buyer at
      or prior to the Commencement Date; and

	 	 	 
	 	(c) 	
      A registration statement covering the sale of the
      Securities by the Buyer shall have been declared effective under the 1933
      Act by the SEC and no stop order with respect to the registration
      statement shall be pending or threatened by the
SEC.



7.    CONDITIONS TO THE BUYER’S OBLIGATION TO MAKE PURCHASES OF
SHARES OF COMMON STOCK. 

The obligation of the Buyer to
buy Purchase Shares under this Agreement is subject to the satisfaction of each
of the following conditions on or before the Commencement Date (the date that
the Company may begin sales of Purchase Shares) and once such conditions have
been initially satisfied, there shall not be any ongoing obligation to satisfy
such conditions after the Commencement has occurred: 

(a)   The Company shall have
executed each of the Transaction Documents and delivered the same to the Buyer;


(b)   The Company shall have issued to the Buyer the Commitment
Shares and, in the event that the Buyer shall have surrendered the originally
issued certificate(s), shall have removed the restrictive transfer legend from
the certificate representing the Commitment Shares;

(c)   The Common Stock shall be
authorized for quotation on the Principal Market, trading in the Common Stock
shall not have been within the last 365 days suspended by the SEC or the
Principal Market, other than a general halt in trading in the Common Stock by
the Principal Market under halt codes indicating pending or released material
news, and the Securities shall be approved for listing upon the Principal
Market; 

-13- 




(d)   The Buyer shall have received
the opinion of the Company’s legal counsel dated as of the Commencement Date in
customary form and substance;

(e)   The representations and
warranties of the Company shall be true and correct in all material respects
(except to the extent that any of such representations and warranties is already
qualified as to materiality in Section 3 above, in which case, such
representations and warranties shall be true and correct without further
qualification) as of the date of this Agreement and as of the Commencement Date
as though made at that time (except for representations and warranties that
speak as of a specific date, which shall be true and correct in all material
respects as of such specific date) and the Company shall have performed,
satisfied and complied in all material respects with the covenants, agreements
and conditions required by the Transaction Documents to be performed, satisfied
or complied with by the Company at or prior to the Commencement Date. The Buyer
shall have received a certificate, executed by the CEO, President or CFO of the
Company, dated as of the Commencement Date, to the foregoing effect in the form
attached hereto as Exhibit A; 

(f)   The Board of Directors of the
Company or a duly authorized committee thereof shall have adopted resolutions
substantially in the form attached hereto as Exhibit B-1, which shall be
in full force and effect without any amendment or supplement thereto as of the
Commencement Date;

(g)   As of the Commencement Date,
the Company shall have reserved out of its authorized and unissued Common Stock,
solely for the purpose of effecting future purchases of Purchase Shares
hereunder, 15,000,000 shares of Common Stock; 

(h)   The Irrevocable Transfer
Agent Instructions, in form acceptable to the Buyer shall have been signed by
the Company and the Buyer and have been delivered to the Transfer Agent; 

(i)   The Company shall have
delivered to the Buyer a certificate evidencing the incorporation and good
standing of the Company in the State of Nevada issued by the Secretary of State
of the State of Nevada as of a date within ten (10) Business Days of the
Commencement Date; 

(j)   [Intentionally Omitted.] 

(k)   The Company shall have
delivered to the Buyer a secretary’s certificate executed by the Secretary of
the Company, dated as of the Commencement Date, in the form attached hereto as
Exhibit C; 

(l)   A registration statement
covering the sale of (i) all of the Commitment Shares and (ii) such number of
additional Purchase Shares as reasonably determined by the Company shall have
been declared effective under the 1933 Act by the SEC and no stop order with
respect thereto shall be pending or threatened by the SEC. The Company shall
have prepared and delivered to the Buyer a final and complete form of
prospectus, dated and current as of the Commencement Date, to be used by the
Buyer in connection with any sales of any Securities, and to be filed by the
Company one (1) Business Day after the Commencement Date pursuant to Rule
424(b). The Company shall have made all filings under all applicable federal and
state securities laws necessary to consummate the issuance of the Commitment
Shares and the Purchase Shares pursuant to this Agreement in compliance with
such laws; 

(m)   No Event of Default has
occurred and is continuing, or any event which, after notice and/or lapse of
time, would become an Event of Default has occurred; 

-14- 




(n)   On or prior to the
Commencement Date, the Company shall take all necessary action, if any, and such
actions as reasonably requested by the Buyer, in order to render inapplicable
any control share acquisition, business combination, stockholder rights plan or
poison pill (including any distribution under a rights agreement) or other
similar anti-takeover provision under the Articles of Incorporation or the laws
of the state of its incorporation, that is or could become applicable to the
Buyer as a result of the transactions contemplated by this Agreement, including,
without limitation, the Company's issuance of the Securities and the Buyer's
ownership of the Securities; and 

(o)   The Company shall have
provided the Buyer with the information reasonably requested by the Buyer in
connection with its due diligence requests made prior to, or in connection with,
the Commencement, in accordance with the terms of Section 4(f) hereof. 

8.    INDEMNIFICATION.

In consideration of the Buyer’s
execution and delivery of the Transaction Documents and acquiring the Securities
hereunder and in addition to all of the Company’s other obligations under the
Transaction Documents, the Company shall defend, protect, indemnify and hold
harmless the Buyer and all of its affiliates, members, officers, directors, and
employees, and any of the foregoing person’s agents or other representatives
(including, without limitation, those retained in connection with the
transactions contemplated by this Agreement) (collectively, the
“Indemnitees”) from and against any and all actions, causes of action,
suits, claims, losses, costs, penalties, fees, liabilities and damages, and
expenses in connection therewith (irrespective of whether any such Indemnitee is
a party to the action for which indemnification hereunder is sought), and
including reasonable attorneys’ fees and disbursements (the “Indemnified
Liabilities”), incurred by any Indemnitee as a result of, or arising out of,
or relating to (a) any misrepresentation or breach of any representation or
warranty made by the Company in the Transaction Documents or any other
certificate, instrument or document contemplated hereby or thereby, (b) any
breach of any covenant, agreement or obligation of the Company contained in the
Transaction Documents or any other certificate, instrument or document
contemplated hereby or thereby, or (c) any cause of action, suit or claim
brought or made against such Indemnitee and arising out of or resulting from the
execution, delivery, performance or enforcement of the Transaction Documents or
any other certificate, instrument or document contemplated hereby or thereby,
other than with respect to Indemnified Liabilities which directly and primarily
result from (A) a breach of any of the Buyer’s representations and warranties,
covenants or agreements contained in this Agreement, or (B) the gross
negligence, bad faith or willful misconduct of the Buyer or any other
Indemnitee. To the extent that the foregoing undertaking by the Company may be
unenforceable for any reason, the Company shall make the maximum contribution to
the payment and satisfaction of each of the Indemnified Liabilities which is
permissible under applicable law. 

9.    EVENTS OF DEFAULT.

An “Event of Default”
shall be deemed to have occurred at any time as any of the following events
occurs: 

(a)   while any registration
statement is required to be maintained effective pursuant to the terms of the
Registration Rights Agreement, the effectiveness of such registration statement
lapses for any reason (including, without limitation, the issuance of a stop
order) or is unavailable to the Buyer for the sale of all of the Registrable
Securities (as defined in the Registration Rights Agreement), and such lapse or unavailability continues for a period of ten (10)
consecutive Business Days or for more than an aggregate of thirty (30) Business
Days in any 365-day period, which is not in connection with a post-effective
amendment to any such registration statement or the filing of a new registration
statement; provided, however, that in connection with any post-effective
amendment to such registration statement or filing of a new registration
statement that is required to be declared effective by the SEC, such lapse or
unavailability may continue for a period of no more than thirty (30) consecutive
Business Days, which such period shall be extended for up to an additional
thirty (30) Business Days if the Company receives a comment letter from the SEC
in connection therewith;

-15- 




(b)   the suspension from trading
or failure of the Common Stock to be listed on a Principal Market for a period
of three (3) consecutive Business Days; 

(c)   the delisting of the Common
Stock from the Principal Market, and the Common Stock is not immediately
thereafter trading on the New York Stock Exchange, the NYSE MKT, the Nasdaq
Global Select Market, the Nasdaq Global Market, the OTB Bulletin Board or the
OTCQB marketplace or OTCQX marketplace of the OTC Markets Group; 

(d)   the failure for any reason by the Transfer Agent to issue
Purchase Shares to the Buyer within five (5) Business Days after the applicable
Purchase Date that the Buyer is entitled to receive; 

(e)   the Company’s breach of any
representation, warranty, covenant or other term or condition under any
Transaction Document if such breach could reasonably be expected to have a
Material Adverse Effect and except, in the case of a breach of a covenant which
is reasonably curable, only if such breach continues uncured for a period of at
least five (5) Business Days; 

(f)   if any Person commences a
proceeding against the Company pursuant to or within the meaning of any
Bankruptcy Law;

(g)   if the Company pursuant to or
within the meaning of any Bankruptcy Law; (A) commences a voluntary case, (B)
consents to the entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a Custodian of it or for all or substantially
all of its property, (D) makes a general assignment for the benefit of its
creditors or (E) becomes insolvent;

(h)   a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for
relief against the Company in an involuntary case, (B) appoints a Custodian of
the Company or for all or substantially all of its property, or (C) orders the
liquidation of the Company or any Subsidiary; or 

(i)   if at any time after the
Commencement Date, the Exchange Cap is reached unless and until stockholder
approval is obtained pursuant to Section 1(h) hereof. The Exchange Cap shall be
deemed to be reached at such time if, upon submission of a Purchase Notice or VWAP Purchase Notice under this Agreement, the issuance of such shares of Common
Stock would exceed that number of shares of Common Stock which the Company may
issue under this Agreement without breaching the Company’s obligations under the
rules or regulations of the Principal Market. 

-16- 




In addition to any other rights and remedies under applicable
law and this Agreement, including the Buyer termination rights under Section
11(k) hereof, so long as an Event of Default has occurred and is continuing, or
if any event which, after notice and/or lapse of time, would become an Event of
Default, has occurred and is continuing, or so long as the Closing Sale
Price is below the Floor Price, the Company may not require and the Buyer shall
not be obligated or permitted to purchase any shares of Common Stock under this
Agreement. If pursuant to or within the meaning of any Bankruptcy Law, the
Company commences a voluntary case or any Person commences a proceeding against
the Company, a Custodian is appointed for the Company or for all or
substantially all of its property, or the Company makes a general assignment for
the benefit of its creditors, (any of which would be an Event of Default as
described in Sections 9(f), 9(g) and 9(h) hereof) this Agreement shall
automatically terminate without any liability or payment to the Company without
further action or notice by any Person. No such termination of this Agreement
under Section 11(k)(i) shall affect the Company’s or the Buyer’s obligations
under this Agreement with respect to pending purchases and the Company and the
Buyer shall complete their respective obligations with respect to any pending
purchases under this Agreement. 

10.    CERTAIN DEFINED TERMS.

For purposes of this Agreement, the following terms shall have
the following meanings: 

(a)   “1933 Act” means the Securities Act of 1933, as
amended. 

(b)   “Available Amount”
means initially Ten Million Dollars ($10,000,000) in the aggregate which amount
shall be reduced by the Purchase Amount each time the Buyer purchases shares of
Common Stock pursuant to Section 1 hereof. 

(c)   “Bankruptcy Law” means Title 11, U.S. Code, or any
similar federal or state law for the relief of debtors.

(d)   “Business Day” means
any day on which the Principal Market is open for trading during normal trading
hours (i.e., 9:30 a.m. to 4:00 p.m. Eastern Time), including any day on which
the Principal Market is open for trading for a period of time less than the
customary time.

(e)   “Closing Sale Price”
means the last closing trade price for the Common Stock on the Principal Market
as reported by the Principal Market.

(f)   “Confidential Information” means any information
disclosed by either party to the other party, either directly or indirectly, in
writing, orally or by inspection of tangible objects (including, without
limitation, documents, prototypes, samples, plant and equipment), which is
designated as "Confidential," "Proprietary" or some similar designation.
Information communicated orally shall be considered Confidential Information if
such information is confirmed in writing as being Confidential Information
within ten (10) Business Days after the initial disclosure. Confidential
Information may also include information disclosed to a disclosing party by
third parties. Confidential Information shall not, however, include any
information which (i) was publicly known and made generally available in the
public domain prior to the time of disclosure by the disclosing party; (ii)
becomes publicly known and made generally available after disclosure by the
disclosing party to the receiving party through no action or inaction of the
receiving party; (iii) is already in the possession of the receiving party at
the time of disclosure by the disclosing party as shown by the receiving party’s
files and records immediately prior to the time of disclosure; (iv) is obtained
by the receiving party from a third party without a breach of such third party’s
obligations of confidentiality; (v) is independently developed by the receiving
party without use of or reference to the disclosing party’s Confidential
Information, as shown by documents and other competent evidence in the receiving
party’s possession; or (vi) is required by law to be disclosed by the receiving party, provided that the receiving
party gives the disclosing party prompt written notice of such requirement prior
to such disclosure and assistance in obtaining an order protecting the
information from public disclosure.

-17- 




(g)   “Custodian” means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

(h)   “Maturity Date” means
the date that is twenty-four (24) months from the Commencement Date.

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

(j)   “Principal Market”
means the Nasdaq Capital Market; provided however, that in the event the
Company’s Common Stock is ever listed or traded on the New York Stock Exchange,
the NYSE MKT, the Nasdaq Global Select Market, the Nasdaq Global Market, the OTC
Bulletin Board or either of the OTCQB marketplace or the OTCQX marketplace of
the OTC Markets Group, then the “Principal Market” shall mean such other market
or exchange on which the Company’s Common Stock is then listed or traded.

(k)   “Purchase Amount”
means, with respect to any particular purchase made hereunder, the portion of
the Available Amount to be purchased by the Buyer pursuant to Section 1 hereof
as set forth in a valid Purchase Notice or VWAP Purchase Notice which the
Company delivers to the Buyer.

(l)   “Purchase Date” means
with respect to any Regular Purchase made hereunder, the Business Day of receipt
by the Buyer of a valid Purchase Notice that the Buyer is to buy Purchase Shares
pursuant to Section 1(b) hereof.

(m)   “Purchase Notice” shall mean an irrevocable written
notice from the Company to the Buyer directing the Buyer to buy Purchase Shares
pursuant to Section 1(b) hereof as specified by the Company therein at the
applicable Purchase Price on the Purchase Date.

(n)   “Purchase Price” means
the lesser of (i) the lowest Sale Price of the Common Stock on the Purchase Date
or (ii) the arithmetic average of the three (3) lowest Closing Sale Prices for
the Common Stock during the twelve (12) consecutive Business Days ending on the
Business Day immediately preceding such Purchase Date (to be appropriately
adjusted for any reorganization, recapitalization, non-cash dividend, stock
split, reverse stock split or other similar transaction).

(o)   “Sale Price” means any
trade price for the shares of Common Stock on the Principal Market during normal
trading hours, as reported by the Principal Market.

(p)   “SEC” means the United States Securities and
Exchange Commission. 

(q)   “Transfer Agent” means
the transfer agent of the Company as set forth in Section 11(f) hereof or such
other person who is then serving as the transfer agent for the Company in
respect of the Common Stock. 

-18- 




(r)   “VWAP Minimum Price
Threshold” means, with respect to any particular VWAP Purchase Notice, the
Sale Price on the VWAP Purchase Date equal to the greater of (i) 80% of the
Closing Sale Price on the Business Day immediately preceding the VWAP Purchase
Date or (ii) such higher price as set forth by the Company in the VWAP Purchase
Notice.

(s)   “VWAP Purchase Amount”
means, with respect to any particular VWAP Purchase Notice, the portion of the
Available Amount to be purchased by the Buyer pursuant to Section 1(c) hereof as
set forth in a valid VWAP Purchase Notice which requires the Buyer to buy the
VWAP Purchase Share Percentage of the aggregate shares traded on the Principal
Market during normal trading hours on the VWAP Purchase Date up to the VWAP
Purchase Share Volume Maximum, subject to the VWAP Minimum Price Threshold.

(t)   “VWAP Purchase
Date” means, with respect to any VWAP Purchase made hereunder, the Business
Day following the receipt by the Buyer of a valid VWAP Purchase Notice that the
Buyer is to buy Purchase Shares pursuant to Section 1(c) hereof.

(u)   “VWAP Purchase Notice”
shall mean an irrevocable written notice from the Company to the Buyer directing
the Buyer to buy Purchase Shares on the VWAP Purchase Date pursuant to Section
1(c) hereof as specified by the Company therein at the applicable VWAP Purchase
Price with the applicable VWAP Purchase Share Percentage specified therein.

(v)   “VWAP Purchase Share
Percentage” means, with respect to any particular VWAP Purchase Notice
pursuant to Section 1(c) hereof, the percentage set forth in the VWAP Purchase
Notice which the Buyer will be required to buy as a specified percentage of the
aggregate shares traded on the Principal Market during normal trading hours up
to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date subject to
Section 1(c) hereof but in no event shall this percentage exceed thirty percent
(30%) of such VWAP Purchase Date’s share trading volume of the Common Stock on
the Principal Market during normal trading hours. 

(w)   “VWAP Purchase Price”
means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or
(ii) ninety-five percent (95%) of volume weighted average price for the Common
Stock traded on the Principal Market during normal trading hours on (A) the VWAP
Purchase Date if the aggregate shares traded on the Principal Market on the VWAP
Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum, or (B)
the portion of the VWAP Purchase Date until such time as the sooner to occur of
(1) the time at which the aggregate shares traded on the Principal Market has
exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the
sale price of Common Stock falls below the VWAP Minimum Price Threshold (to be
appropriately adjusted for any reorganization, recapitalization, non-cash
dividend, stock split, reverse stock split or other similar transaction).

(x)   “VWAP Purchase Share
Estimate” means the number of shares of Common Stock that the Company has in
its sole discretion irrevocably instructed its Transfer Agent to issue to the
Buyer via the Depository Trust Company (“DTC”) Fast Automated Securities
Transfer Program in connection with a VWAP Purchase Notice pursuant to Section
1(c) hereof and issued to the Buyer’s or its designee’s balance account with DTC
through its Deposit Withdrawal At Custodian (DWAC) system on the VWAP Purchase
Date (to be appropriately adjusted for any reorganization, recapitalization,
non-cash dividend, stock split, reverse stock split or other similar
transaction).

-19- 




(y)   “VWAP Purchase Share
Volume Maximum” means a number of shares of Common Stock traded on the
Principal Market during normal trading hours on the VWAP Purchase Date equal to:
(i) the VWAP Purchase Share Estimate, divided by (ii) the VWAP Purchase Share
Percentage (to be appropriately adjusted for any reorganization,
recapitalization, non-cash dividend, stock split, reverse stock split or other
similar transaction).

11.    MISCELLANEOUS. 

(a)   Governing Law;
Jurisdiction; Jury Trial. The corporate laws of the State of Nevada shall
govern all issues concerning the relative rights of the Company and its
stockholders. All other questions concerning the construction, validity,
enforcement and interpretation of this Agreement and the other Transaction
Documents shall be governed by the internal laws of the State of Illinois,
without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of Illinois or any other jurisdictions) that would cause
the application of the laws of any jurisdictions other than the State of
Illinois. Each party hereby irrevocably submits to the exclusive jurisdiction of
the state and federal courts sitting in the City of Chicago, for the
adjudication of any dispute hereunder or under the other Transaction Documents
or in connection herewith or therewith, or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or
proceeding is brought in an inconvenient forum or that the venue of such suit,
action or proceeding is improper. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof to such party at the address for such
notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT
MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY
DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR
ANY TRANSACTION CONTEMPLATED HEREBY. 

(b)   Counterparts. This
Agreement may be executed in two or more identical counterparts, all of which
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party;
provided that a facsimile or pdf (or other electronic reproduction) signature
shall be considered due execution and shall be binding upon the signatory
thereto with the same force and effect as if the signature were an original, not
a facsimile or PDF (or other electronic reproduction) signature. 

(c)   Headings. The headings
of this Agreement are for convenience of reference and shall not form part of,
or affect the interpretation of, this Agreement. 

(d)   Severability. If any
provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of any provision of this Agreement in any other
jurisdiction. 

(e)   Entire Agreement. This
Agreement and the Registration Rights Agreement supersede all other prior oral
or written agreements between the Buyer, the Company, their affiliates and
persons acting on their behalf with respect to the matters discussed herein, and
this Agreement, the other Transaction Documents and the instruments referenced
herein contain the entire understanding of the parties with respect to the matters covered herein and therein
and, except as specifically set forth herein or therein, neither the Company nor
the Buyer makes any representation, warranty, covenant or undertaking with
respect to such matters. The Company acknowledges and agrees that is has not
relied on, in any manner whatsoever, any representations or statements, written
or oral, other than as expressly set forth in this Agreement.

-20- 




(f)   Notices. Any notices,
consents or other communications required or permitted to be given under the
terms of this Agreement must be in writing and will be deemed to have been
delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when
sent by facsimile (provided confirmation of transmission is mechanically or
electronically generated and kept on file by the sending party); (iii) upon
receipt, when sent by electronic message (provided the recipient responds to the
message and confirmation of both electronic messages are kept on file by the
sending party); or (iv) one (1) Business Day after timely deposit with a
nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile numbers
for such communications shall be: 

If to the Company: 

Lightbridge Corporation 
1600 Tysons Blvd., Suite 550

McLean, VA 22102 
Telephone: 571-730-1223 
Facsimile: 571-730-1260

Attention: Seth Grae 
Email: sgrae@ltbridge.com 

With a copy (which shall not constitute notice) to: 

Hogan Lovells US LLP 
One Tabor Center, Suite 1500 
1200
Seventeenth Street 
Denver, CO 80202 
Telephone: 303-454-2449

Facsimile: 303-899-7333 
Attention: David Crandall 
Email:
david.crandall@hoganlovells.com 

If to the Buyer: 

Aspire Capital Fund, LLC 
155 North Wacker Drive, Suite 1600

Chicago, IL 60606 
Telephone: 312-658-0400 
Facsimile: 312-658-4005

Attention: Steven G. Martin 
Email: smartin@aspirecapital.com 

-21- 




With a copy to (which shall not constitute delivery to the
Buyer): 

Morrison & Foerster LLP 
2000 Pennsylvania Avenue, NW,
Suite 6000 
Washington, DC 20006 
Telephone: 202-778-1611 
Facsimile:
202-887-0763 
Attention: Martin P. Dunn, Esq. 
Email: mdunn@mofo.com 

If to the Transfer Agent: 

Computershare 
8742 Lucent Blvd., Suite 225 
Highlands
Ranch, CO 80129 
Telephone: 303-262-0710 
Facsimile: 303-262-0609

Attention: Brooke Webb 
Email: Brooke.webb@computershare.com 

or at such other address and/or facsimile number and/or to the
attention of such other person as the recipient party has specified by written
notice given to each other party one (1) Business Day prior to the effectiveness
of such change. Written confirmation of receipt (A) given by the recipient of
such notice, consent or other communication, (B) mechanically or electronically
generated by the sender’s facsimile machine containing the time, date, and
recipient facsimile number, (C) electronically generated by the sender’s
electronic mail containing the time, date and recipient email address or (D)
provided by a nationally recognized overnight delivery service, shall be
rebuttable evidence of receipt in accordance with clause (i), (ii), (iii) or
(iv) above, respectively. 

(g)   Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of
the parties and their respective successors and assigns. The Company shall not
assign this Agreement or any rights or obligations hereunder without the prior
written consent of the Buyer, including by merger or consolidation. The Buyer
may not assign its rights or obligations under this Agreement. 

(h)   No Third Party
Beneficiaries. This Agreement is intended for the benefit of the parties
hereto and their respective permitted successors and assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other person. 

(i)   Publicity. The Buyer
shall have the right to approve before issuance any press release, SEC filing or
any other public disclosure made by or on behalf of the Company whatsoever with
respect to, in any manner, the Buyer, its purchases hereunder or any aspect of
this Agreement or the transactions contemplated hereby; provided, however, that
the Company shall be entitled, without the prior approval of the Buyer, to make
any press release or other public disclosure (including any filings with the
SEC) with respect to such transactions as is required by applicable law and
regulations so long as the Company and its counsel consult with the Buyer in
connection with any such press release or other public disclosure at least two
(2) Business Days prior to its release. The Buyer must be provided with a copy
thereof at least one (1) Business Day prior to any release or use by the Company
thereof. 

-22- 




(j)   Further Assurances.
Each party shall do and perform, or cause to be done and performed, all such
further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.


(k)   Termination. This Agreement may be terminated only
as follows:

(i)    By the Buyer any time an
Event of Default exists without any liability or payment to the Company.
However, if pursuant to or within the meaning of any Bankruptcy Law, the Company
commences a voluntary case or any Person commences a proceeding against the
Company, a Custodian is appointed for the Company or for all or substantially
all of its property, or the Company makes a general assignment for the benefit
of its creditors, (any of which would be an Event of Default as described in
Sections 9(f), 9(g) and 9(h) hereof) this Agreement shall automatically
terminate without any liability or payment to the Company without further action
or notice by any Person. No such termination of this Agreement under this
Section 11(k)(i) shall affect the Company’s or the Buyer’s obligations under
this Agreement with respect to pending purchases and the Company and the Buyer
shall complete their respective obligations with respect to any pending
purchases under this Agreement.

(ii)   In the event that the
Commencement shall not have occurred the Company shall have the option to
terminate this Agreement for any reason or for no reason without any liability
whatsoever of either party to the other party under this Agreement except as set
forth in Section 11(k)(viii) hereof. 

(iii)  In the event that the
Commencement shall not have occurred on or before December 1, 2015, due to the
failure to satisfy any of the conditions set forth in Sections 6 and 7 above
with respect to the Commencement, either party shall have the option to
terminate this Agreement at the close of business on such date or thereafter
without liability of either party to any other party; provided, however, that
the right to terminate this Agreement under this Section 11(k)(iii) shall not be
available to either party if such failure to satisfy any of the conditions set
forth in Sections 6 and 7 is the result of a breach of this Agreement by such
party or the failure of any representation or warranty of such party included in
this Agreement to be true and correct in all material respects. 

(iv)  At any time after the
Commencement Date, the Company shall have the option to terminate this Agreement
for any reason or for no reason by delivering notice (a “Company Termination
Notice”) to the Buyer electing to terminate this Agreement without any
liability whatsoever of either party to the other party under this Agreement
except as set forth in Section 11(k)(viii) hereof. The Company Termination
Notice shall not be effective until one (1) Business Day after it has been
received by the Buyer.

(v)   This Agreement shall
automatically terminate on the date that the Company sells and the Buyer
purchases the full Available Amount as provided herein, without any action or
notice on the part of any party and without any liability whatsoever of any
party to any other party under this Agreement except as set forth in Section
11(k)(viii) hereof. 

-23- 




(vi)   If by the Maturity Date for
any reason or for no reason the full Available Amount under this Agreement has
not been purchased as provided for in Section 1 of this Agreement, this
Agreement shall automatically terminate on the Maturity Date, without any action
or notice on the part of any party and without any liability whatsoever of any
party to any other party under this Agreement except as set forth in Section
11(k)(viii) hereof.

(vii)  Except as set forth in
Sections 11(k)(i) (in respect of an Event of Default under Sections 9(f), 9(g)
and 9(h)), 11(k)(v) and 11(k)(vi), any termination of this Agreement pursuant to
this Section 11(k) shall be effected by written notice from the Company to the
Buyer, or the Buyer to the Company, as the case may be, setting forth the basis
for the termination hereof. 

(viii) The representations and
warranties of the Company and the Buyer contained in Sections 2, 3 and 5 hereof,
the indemnification provisions set forth in Section 8 hereof and the agreements
and covenants set forth in Sections 4(e) and 11, shall survive the
Commencement and any termination of this Agreement. No termination of this
Agreement shall affect the Company’s or the Buyer’s rights or obligations (A)
under the Registration Rights Agreement, which shall survive any such
termination in accordance with its terms, or (B) under this Agreement with
respect to pending purchases and the Company and the Buyer shall complete their
respective obligations with respect to any pending purchases under this
Agreement.

(l)   No Financial Advisor,
Placement Agent, Broker or Finder. The Company represents and warrants to
the Buyer that it has not engaged any financial advisor, placement agent, broker
or finder in connection with the transactions contemplated hereby. The Buyer
represents and warrants to the Company that it has not engaged any financial
advisor, placement agent, broker or finder in connection with the transactions
contemplated hereby. Each party shall be responsible for the payment of any fees
or commissions, if any, of any financial advisor, placement agent, broker or
finder engaged by such party relating to or arising out of the transactions
contemplated hereby. Each party shall pay, and hold the other party harmless
against, any liability, loss or expense (including, without limitation,
attorneys' fees and out of pocket expenses) arising in connection with any such
claim. 

(m)   No Strict
Construction. The language used in this Agreement will be deemed to be the
language chosen by the parties to express their mutual intent, and no rules of
strict construction will be applied against any party. 

(n)   Failure or Indulgence Not Waiver. No failure or
delay in the exercise of any power, right or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such power,
right or privilege preclude other or further exercise thereof or of any other
right, power or privilege. 

* * * * * 

-24- 




IN WITNESS WHEREOF, the
Buyer and the Company have caused this Common Stock Purchase Agreement to be
duly executed as of the date first written above. 

THE COMPANY: 

LIGHTBRIDGE CORPORATION 

By: /s/ Seth Grae                       
 
Name: Seth Grae 
Title: President and
Chief Executive Officer 

BUYER: 

ASPIRE CAPITAL FUND, LLC 

BY: ASPIRE CAPITAL PARTNERS, LLC BY: RED CEDAR CAPITAL CORP.


By: /s/ Erik J. Brown                   
 
Name: Erik J. Brown 
Title:
President

-25- 




SCHEDULES 

	Schedule 3(a) 	Subsidiaries 
	Schedule 3(c) 	Capitalization 
	Schedule 3(e) 	Conflicts 
	Schedule 3(f) 	1934 Act Filings 
	Schedule 3(g) 	Material Changes 
	Schedule 3(h) 	Litigation 
	Schedule 3(j) 	Intellectual Property 
	Schedule 3(l) 	Title 
	Schedule 3(p) 	Transactions with Affiliates



EXHIBITS 

	Exhibit A 	Form of Officer’s Certificate 
	Exhibit B 	Form of Resolutions of Board of Directors of
      the Company 
	Exhibit C 	Form of Secretary’s Certificate 
	Exhibit D 	Form of Letter to Transfer Agent







DISCLOSURE SCHEDULES 

Schedule 3(a) – Subsidiaries 

Thorium Power, Inc., a Delaware corporation 
Lightbridge
International Holding LLC, a Delaware limited liability company 

Schedule 3(c) - Capitalization 

The Company is party to that certain At-the-Market Issuance
Sales Agreement, or sales agreement, with MLV & Co. LLC, dated June 11,
2015, pursuant to which the Company may sell shares its Common Stock by any
method permitted that is deemed an “at the market offering” as defined in Rule
415 under the 1933 Act. 

Schedule 3(e) - Conflicts 

Pursuant to NASDAQ Marketplace Rule 5550(a)(2), the Company
must maintain a minimum bid price at closing of at least $1.00 per share. If the
Company’s closing bid price remains below $1.00 per share for 30 consecutive
trading days, the Company anticipates that Nasdaq will send a letter notifying
the Company that the Company is not in compliance with the minimum bid
requirement and providing the Company 180 days to regain compliance. On July 20,
2015 and each trading day thereafter through the date of this Agreement, the
closing bid price for the Common Stock was below $1.00 per share. 

Schedule 3(f) - 1934 Act Filings 

On or about September 4, 2015, the Company is sending a request
to the Office of the Chief Accountant of the United States Securities and
Exchange Commission regarding the Company’s presentation of its outstanding
stock purchase warrants as a component of stockholders’ equity. 

Schedule 3(g) - Material Changes 

None. 

Schedule 3(h) - Litigation 

Reference is made to the disclosure set forth under Part II,
Item 1, Legal Proceedings, of the Company’s Quarterly Report on Form 10-Q filed
on May 7, 2015, which disclosure is incorporated by reference herein.





Schedule 3(j) - Intellectual Property 

None. 

Schedule 3(l) - Title 

None. 

Schedule 3(p) - Transactions with Affiliates 

None. 




EXHIBIT A 

FORM OF OFFICER’S CERTIFICATE 

This Officer’s Certificate
(“Certificate”) is being delivered pursuant to Section 7(e) of that
certain Common Stock Purchase Agreement dated as of September 4, 2015 (the
“Common Stock Purchase Agreement”), by and between LIGHTBRIDGE
CORPORATION, a Nevada corporation (the “Company”), and ASPIRE
CAPITAL FUND, LLC, an Illinois limited liability company (the
“Buyer”). Terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Common Stock Purchase Agreement. 

The undersigned, ______________,
________________of the Company, hereby certifies as follows: 

1.   I am the _________________of
the Company and make the statements contained in this Certificate in such
capacity and not personally; 

2.   The representations and
warranties of the Company are true and correct in all material respects (except
to the extent that any of such representations and warranties is already
qualified as to materiality in Section 3 of the Common Stock Purchase Agreement,
in which case, such representations and warranties are true and correct without
further qualification) as of the date when made and as of the Commencement Date
as though made at that time (except for representations and warranties that
speak as of a specific date); 

3.   The Company has performed,
satisfied and complied in all material respects with covenants, agreements and
conditions required by the Transaction Documents to be performed, satisfied or
complied with by the Company at or prior to the Commencement Date. 

4.   The Company has not taken any steps, and does not currently
expect to take any steps, to seek protection pursuant to any Bankruptcy Law nor
does the Company or any of its Subsidiaries have any knowledge or reason to
believe that its creditors intend to initiate involuntary bankruptcy or
insolvency proceedings. The Company is financially solvent and is generally able
to pay its debts as they become due. 

IN WITNESS WHEREOF, I have hereunder signed my name on this ___
day of ___________. 

___________________________________

___________________________


The undersigned as Secretary of
LIGHTBRIDGE CORPORATION, a Nevada corporation, hereby certifies that
___________________is the duly elected, appointed, qualified and acting
______________of LIGHTBRIDGE CORPORATION and that the signature appearing
above is his genuine signature. 

___________________________________

_______________,
Secretary 




EXHIBIT B-1 

FORM OF COMPANY RESOLUTIONS FOR SIGNING PURCHASE AGREEMENT


WHEREAS, management has reviewed with the Board of Directors
the background, terms and conditions of the transactions subject to the Common
Stock Purchase Agreement (the “Purchase Agreement”) by and between the
Company and Aspire Capital Fund, LLC (“Aspire”), including all materials
terms and conditions of the transactions subject thereto, providing for the
purchase by Aspire of up to Ten Million Dollars ($10,000,000) of the Company’s
common stock, par value $0.001 per share (the “Common Stock”); and 

WHEREAS, after careful consideration of the Purchase Agreement,
the documents incident thereto and other factors deemed relevant by the Board of
Directors, the Board of Directors has determined that it is advisable and in the
best interests of the Company to engage in the transactions contemplated by the
Purchase Agreement, including, but not limited to, the issuance of 300,000
shares of Common Stock to Aspire as a commitment fee (the “Commitment
Shares”) and the sale of shares of Common Stock to Aspire up to the
available amount under the Purchase Agreement (the “Purchase Shares,” and
together with the Commitment Shares, the “Aspire Shares”). 

Transaction Documents 

NOW, THEREFORE, BE IT RESOLVED,
that the transactions described in the Purchase Agreement are hereby approved
and the Chief Executive Officer and Chief Financial Officer (the “Authorized
Officers”) are severally authorized to execute and deliver the Purchase
Agreement, and any other agreements or documents contemplated thereby including,
without limitation, a registration rights agreement (the “Registration Rights
Agreement”) providing for the registration of the shares of the Company’s
Common Stock issuable in respect of the Purchase Agreement on behalf of Aspire,
with such amendments, changes, additions and deletions as the Authorized
Officers may deem to be appropriate and approve on behalf of, the Company, such
approval to be conclusively evidenced by the signature of an Authorized Officer
thereon; and 

FURTHER RESOLVED, that the terms
and provisions of the Registration Rights Agreement by and among the Company and
Aspire are hereby approved and the Authorized Officers are authorized to execute
and deliver the Registration Rights Agreement (pursuant to the terms of the
Purchase Agreement), with such amendments, changes, additions and deletions as
the Authorized Officer may deem appropriate and approve on behalf of, the
Company, such approval to be conclusively evidenced by the signature of an
Authorized Officer thereon; and 

FURTHER RESOLVED, that the terms
and provisions of the Form of Transfer Agent Instructions (the
“Instructions”) are hereby approved and the Authorized Officers are
authorized to execute and deliver the Instructions (pursuant to the terms of the
Purchase Agreement), with such amendments, changes, additions and deletions as
the Authorized Officers may deem appropriate and approve on behalf of, the
Company, such approval to be conclusively evidenced by the signature of an
Authorized Officer thereon; and 




Execution of Purchase Agreement 

FURTHER RESOLVED, that the
Company be and it hereby is authorized to execute the Purchase Agreement
providing for the purchase of common stock of the Company having an aggregate
value of up to $10,000,000; and 

Issuance of Common Stock 

FURTHER RESOLVED, that the
Company is hereby authorized to issue the Commitment Shares to Aspire as
Commitment Shares and that upon issuance of the Commitment Shares pursuant
to the Purchase Agreement, the Commitment Shares shall be duly authorized,
validly issued, fully paid and non-assessable; and 

FURTHER RESOLVED, that the
Company is hereby authorized to issue shares of Common Stock upon the purchase
of Purchase Shares up to the available amount under the Purchase Agreement in
accordance with the terms of the Purchase Agreement and that, upon issuance of
the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will
be duly authorized, validly issued, fully paid and non-assessable; and 

FURTHER RESOLVED, that the
Corporation shall initially reserve 15,000,000 shares of Common Stock for
issuance as Purchase Shares under the Purchase Agreement; and 

Listing of Shares on the Nasdaq Capital Market 

FURTHER RESOLVED, that the
officers of the Company with the assistance of counsel be, and each of them
hereby is, authorized and directed to take all necessary steps and do all other
things necessary and appropriate to effect the listing of the Aspire Shares on
the Nasdaq Capital Market; and

Approval of Actions 

FURTHER RESOLVED, that, without
limiting the foregoing, the Authorized Officers are, and each of them hereby is,
authorized and directed to proceed on behalf of the Company and to take all such
steps as deemed necessary or appropriate, with the advice and assistance of
counsel, to cause the Company to consummate the agreements referred to herein
and to perform its obligations under such agreements;

FURTHER RESOLVED, that the Authorized Officers be, and each of
them hereby is, authorized, empowered and directed on behalf of and in the name
of the Company, to take or cause to be taken all such further actions and to
execute and deliver or cause to be executed and delivered all such further
agreements, amendments, documents, certificates, reports, schedules,
applications, notices, letters and undertakings and to incur and pay all such
fees and expenses as in their judgment shall be necessary, proper or desirable
to carry into effect the purpose and intent of any and all of the foregoing
resolutions, and that all actions heretofore taken by any officer or director of
the Company in connection with the transactions contemplated by the agreements
described herein are hereby approved, ratified and confirmed in all respects;
and 

FURTHER RESOLVED, that any and all actions heretofore or
hereinafter taken on behalf of the Company by any of said persons or entities
within the terms of the foregoing resolutions are hereby approved, ratified and
confirmed in all respects as the acts and deeds of the Company. 




EXHIBIT B-2 

FORM OF COMPANY RESOLUTIONS APPROVING REGISTRATION STATEMENT


WHEREAS, there has been presented to the Board of Directors of
the Company a Common Stock Purchase Agreement (the “Purchase Agreement”)
by and among the Corporation and Aspire Capital Fund, LLC (“Aspire”),
providing for the purchase by Aspire of up to Ten Million Dollars ($10,000,000)
of the Company’s common stock, par value $0.001 (the “Common Stock”); and


WHEREAS, after careful consideration of the Purchase Agreement,
the documents incident thereto and other factors deemed relevant by the Board of
Directors, the Board of Directors has approved the Purchase Agreement and the
transactions contemplated thereby and the Company has executed and delivered the
Purchase Agreement to Aspire; and 

WHEREAS, in connection with the
transactions contemplated pursuant to the Purchase Agreement, the Company has
agreed to file a registration statement with the Securities and Exchange
Commission (the “Commission”) registering the Commitment Shares (as
defined in the Purchase Agreement) and the Purchase Shares (as defined in the
Purchase Agreement) and to list the Commitment Shares and Purchase Shares on the
Nasdaq Capital Market;

WHEREAS, the management of the Company has prepared an initial
draft of a Registration Statement on Form S-1 (the “Registration
Statement”) in order to register the sale of the Purchase Shares and the
Commitment Shares (collectively, the “Securities”) by Aspire; and 

WHEREAS, the Board of Directors
has determined to approve the Registration Statement and to authorize the
appropriate officers of the Company to take all such actions as they may deem
appropriate to effect the offering. 

NOW, THEREFORE, BE IT RESOLVED,
that the officers and directors of the Company be, and each of them hereby is,
authorized and directed, with the assistance of counsel and accountants for the
Company, to prepare, execute and file with the Commission the Registration
Statement, which Registration Statement shall be filed substantially in the form
presented to the Board of Directors, with such changes therein as the Chief
Executive Officer or Chief Executive Officer of the Company shall deem desirable
and in the best interest of the Company and its stockholders (such officer’s
execution thereof including such changes shall be deemed to evidence
conclusively such determination); and 

FURTHER RESOLVED, that the
officers of the Company be, and each of them hereby is, authorized and directed,
with the assistance of counsel and accountants for the Company, to prepare,
execute and file with the Commission all amendments, including post-effective
amendments, and supplements to the Registration Statement, and all certificates,
exhibits, schedules, documents and other instruments relating to the
Registration Statement, as such officers shall deem necessary or appropriate
(such officer’s execution and filing thereof shall be deemed to evidence
conclusively such determination); and




FURTHER RESOLVED, that the
execution of the Registration Statement and of any amendments and supplements
thereto by the officers of the Company be, and the same hereby is, specifically
authorized either personally or by the Chief Executive Officer and Chief
Financial Officer (the “Authorized Officers”) as such officer’s true and
lawful attorneys-in-fact and agents; and 

FURTHER RESOLVED, that the
Authorized Officers are hereby designated as “Agent for Service” of the Company
in connection with the Registration Statement and the filing thereof with the
Commission, and the Authorized Officers hereby are authorized to receive
communications and notices from the Commission with respect to the Registration
Statement; and 

FURTHER RESOLVED, that the
officers of the Company be, and each of them hereby is, authorized and directed
to pay all fees, costs and expenses that may be incurred by the Company in
connection with the Registration Statement; and 

FURTHER RESOLVED, that it is
desirable and in the best interest of the Company that the Securities be
qualified or registered for sale in various states; that the officers of the
Company be, and each of them hereby is, authorized to determine the states in
which appropriate action shall be taken to qualify or register for sale all or
such part of the Securities as they may deem advisable; that said officers be,
and each of them hereby is, authorized to perform on behalf of the Company any
and all such acts as they may deem necessary or advisable in order to comply
with the applicable laws of any such states, and in connection therewith to
execute and file all requisite papers and documents, including, but not limited
to, applications, reports, surety bonds, irrevocable consents, appointments of
attorneys for service of process and resolutions; and the execution by such
officers of any such paper or document or the doing by them of any act in
connection with the foregoing matters shall conclusively establish their
authority therefor from the Company and the approval and ratification by the
Company of the papers and documents so executed and the actions so taken; and


FURTHER RESOLVED, that if, in any
state where the securities to be registered or qualified for sale to the public,
or where the Company is to be registered in connection with the public offering
of the Securities, a prescribed form of resolution or resolutions is required to
be adopted by the Board of Directors, each such resolution shall be deemed to
have been and hereby is adopted, and the Secretary is hereby authorized to
certify the adoption of all such resolutions as though such resolutions were now
presented to and adopted by the Board of Directors; and 

FURTHER RESOLVED, that the
officers of the Company with the assistance of counsel be, and each of them
hereby is, authorized and directed to take all necessary steps and do all other
things necessary and appropriate to effect the listing of the Securities on the Nasdaq Capital Market; and 

Approval of Actions 

FURTHER RESOLVED, that, without
limiting the foregoing, the Authorized Officers are, and each of them hereby is,
authorized and directed to proceed on behalf of the Company and to take all such
steps as are deemed necessary or appropriate, with the advice and assistance of
counsel, to cause the Company to take all such action referred to herein and to
perform its obligations incident to the registration, listing and sale of the
Securities; and 








FURTHER RESOLVED, that the Authorized Officers be, and each of
them hereby is, authorized, empowered and directed on behalf of and in the name
of the Company, to take or cause to be taken all such further actions and to
execute and deliver or cause to be executed and delivered all such further
agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect
the purpose and intent of any and all of the foregoing resolutions, and that all actions heretofore taken by any officer or director of the Company in connection with the transactions contemplated by the agreements described herein are hereby
approved, ratified and confirmed in all respects. 






EXHIBIT C 

FORM OF SECRETARY’S CERTIFICATE 

This Secretary’s Certificate (the “Certificate”) is
being delivered pursuant to Section 7(k) of that certain Common Stock Purchase
Agreement dated as of September 4, 2015 (the “Common Stock Purchase
Agreement”), by and between LIGHTBRIDGE CORPORATION, a Nevada
corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an
Illinois limited liability company (the “Buyer”), pursuant to which the
Company may sell to the Buyer up to Ten Million Dollars ($10,000,000) of the
Company’s Common Stock, par value $0.001 (the “Common Stock”). Terms used
herein and not otherwise defined shall have the meanings ascribed to them in the
Common Stock Purchase Agreement. 

The undersigned, _______________, Secretary of the Company, in
his capacity as such, hereby certifies as follows: 

1.   I am the Secretary of the
Company and make the statements contained in this Secretary’s Certificate. 

2.   Attached hereto as Exhibit A
and Exhibit B are true, correct and complete copies of the Company’s amended and
restated bylaws (“Bylaws”) and Articles of Incorporation
(“Articles”), in each case, as amended through the date hereof, and no
action has been taken by the Company, its directors, officers or stockholders,
in contemplation of the filing of any further amendment relating to or affecting
the Bylaws or Articles. 

3.   Attached hereto as Exhibit C
are true, correct and complete copies of the Signing Resolutions duly adopted by
the Board of Directors of the Company [by unanimous written consent]. Such
resolutions have not been amended, modified or rescinded and remain in full
force and effect and such resolutions are the only resolutions adopted by the
Company’s Board of Directors, or any committee thereof, or the stockholders of
the Company relating to or affecting (i) the entering into and performance of
the Common Stock Purchase Agreement, or the issuance, offering and sale of the
Purchase Shares and the Commitment Shares and (ii) and the performance of the
Company of its obligation under the Transaction Documents as contemplated
therein. 

4.   As of the date hereof, the
authorized, issued and reserved capital stock of the Company is as set forth on
Exhibit D hereto. 

IN WITNESS WHEREOF, I have hereunder signed my name on
this ___ day of ____________. 

_________________________

____________________,
Secretary

The undersigned as Chief Executive Officer of LIGHTBRIDGE
CORPORATION, a Nevada corporation, hereby certifies that
____________________is the duly elected, appointed, qualified and acting
Secretary of LIGHTBRIDGE CORPORATION, and that the signature appearing
above is his genuine signature.


___________________________________

____________________________




EXHIBIT D 

FORM OF LETTER TO THE TRANSFER AGENT FOR THE ISSUANCE OF THE
COMMITMENT SHARES AT SIGNING OF THE PURCHASE AGREEMENT 

[COMPANY LETTERHEAD] 

____________, 201_ 

[Transfer Agent] 
[Address] 
[Address] 
Attention:

Re: Issuance of Common Stock to Aspire Capital Fund, LLC

Ladies and Gentlemen: 

On behalf of LIGHTBRIDGE CORPORATION, (the
“Company”), you are hereby instructed to issue as soon as
possible 300,000 shares of our common stock in the name of ASPIRE
CAPITAL FUND, LLC. The share certificate should be dated _____________,
201_. I have included a true and correct copy of adopted resolutions of the
Board of Directors of the Company approving the issuance of these shares. The
shares should be issued subject to the following restrictive legend: 


  
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE
144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S
COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
OR APPLICABLE STATE SECURITIES LAWS. 

  






The share certificate should be sent as soon as possible via
overnight mail to the following address: 

Aspire Capital Fund, LLC 
155 North Wacker Drive, Suite 1600

Chicago, IL 60606 
Attention: Steven G. Martin 

Thank you very much for your help. Please call
__________________, at ____________if you have any questions or need anything
further. 

LIGHTBRIDGE CORPORATION 

BY:_____________________________