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





Execution Copy 

REGISTRATION RIGHTS AGREEMENT 

REGISTRATION RIGHTS
AGREEMENT (this “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 (together with its permitted assigns, the “Buyer”).
Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings set forth in the Common Stock Purchase Agreement by and
between the parties hereto, dated as of the date hereof (as amended, restated,
supplemented or otherwise modified from time to time, the “Purchase
Agreement”). 

WHEREAS: 

A. Upon the terms and subject to
the conditions of the Purchase Agreement, (i) the Company has agreed to issue to
the Buyer, and the Buyer has agreed to purchase, up to Ten Million Dollars
($10,000,000) of the Company’s common stock, par value $0.001 per share (the
“Common Stock”), pursuant to Section 1 of the Purchase Agreement (such
shares, the “Purchase Shares”), and (ii) the Company has agreed to issue
to the Buyer such number of shares of Common Stock as is required pursuant to
Section 4(e) of the Purchase Agreement (the “Commitment Shares”); and


B. To induce the Buyer to enter
into the Purchase Agreement, the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended, and the rules
and regulations thereunder, or any similar successor statute (collectively, the
“1933 Act”), and applicable state securities laws. 

NOW, THEREFORE, in
consideration of the promises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Buyer hereby agree as follows: 

1. DEFINITIONS. 

As used in this Agreement, the following terms shall have the
following meanings: 

a. “Person” means any
person or entity including any corporation, a limited liability company, an
association, a partnership, an organization, a business, an individual, a
governmental or political subdivision thereof or a governmental agency. 

b. “Register,”
“registered,” and “registration” refer to a registration effected
by preparing and filing one or more registration statements of the Company in
compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any
successor rule providing for offering securities on a continuous basis (“Rule
415”), and the declaration or ordering of effectiveness of such registration
statement(s) by the U.S. Securities and Exchange Commission (the “SEC”).

c. “Registrable
Securities” means (i) all of the Commitment Shares and (ii) such number of
additional Purchase Shares as reasonably determined by the Company, which may
from time to time be, issued or issuable to the Buyer upon purchases of the
Available Amount under the Purchase Agreement, and any shares of capital stock
issued or issuable with respect to the Purchase Shares, the Commitment Shares or the Purchase Agreement as a result
of any stock split, stock dividend, recapitalization, exchange or similar event,
without regard to any limitation on purchases under the Purchase Agreement. 




d. “Registration
Statement” means a registration statement of the Company covering only the
sale of the Registrable Securities. 

2. REGISTRATION. 

a. Mandatory Registration.
The Company shall within Ten (10) Business Days from the date hereof file with
the SEC the Registration Statement. The Registration Statement shall register
only the Registrable Securities and no other securities of the Company. The
Buyer and its counsel shall have a reasonable opportunity to review and comment
upon such Registration Statement or any amendment to such Registration Statement
and any related prospectus prior to its filing with the SEC. The Buyer shall
furnish all information reasonably requested by the Company for inclusion
therein. The Company shall use its reasonable best efforts to have the
Registration Statement or any amendment declared effective by the SEC as soon as
reasonably practicable. Subject to Section 3(e), the Company shall use
reasonable best efforts to keep the Registration Statement effective pursuant to
Rule 415 promulgated under the 1933 Act and available for sales of all of the
Registrable Securities at all times until the earlier of (i) the date as of
which the Buyer may sell all of the Registrable Securities without restriction
pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or
(ii) the date on which the Buyer shall have sold all the Registrable Securities
and no Available Amount remains under the Purchase Agreement (the
“Registration Period”). The Registration Statement (including any
amendments or supplements thereto and prospectuses contained therein) shall not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein, or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.

b. Rule 424 Prospectus.
The Company shall, as required by applicable securities regulations, from time
to time file with the SEC, pursuant to Rule 424 promulgated under the 1933 Act,
a prospectus and prospectus supplements, if any, to be used in connection with
sales of the Registrable Securities under the Registration Statement. The Buyer
and its counsel shall have two (2) Business Days to review and comment upon such
prospectus prior to its filing with the SEC. The Buyer shall use its reasonable
best efforts to comment upon such prospectus within two (2) Business Days from
the date the Buyer receives the final version of such prospectus.

c. Sufficient Number of Shares
Registered. In the event the number of shares available under the
Registration Statement is insufficient to cover the Registrable Securities, the
Company shall, to the extent necessary and permissible, amend the Registration
Statement or file a new registration statement (a “New Registration
Statement”), so as to cover all such Registrable Securities as soon as
practicable, but in any event not later than ten (10) Business Days after the
necessity therefor arises. The Company shall use its reasonable best efforts to
have such amendment and/or New Registration Statement become effective as soon
as reasonably practicable following the filing thereof.

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3. RELATED OBLIGATIONS. 

With respect to the Registration
Statement and whenever any Registrable Securities are to be registered pursuant
to Sections 2(a) and (c), including on any New Registration Statement, the
Company shall use its reasonable best efforts to effect the registration of the
Registrable Securities in accordance with the intended method of disposition
thereof and, pursuant thereto, the Company shall have the following obligations:

a. The Company shall prepare and
file with the SEC such amendments (including post-effective amendments) and
supplements to any Registration Statement and the prospectus used in connection
with such Registration Statement, as may be necessary to keep the Registration
Statement or any New Registration Statement effective at all times during
the Registration Period, subject to Section 3(e) hereof and, during such period,
comply with the provisions of the 1933 Act with respect to the disposition of
all Registrable Securities of the Company covered by the Registration Statement
or any New Registration Statement until such time as all of such Registrable
Securities shall have been disposed of in accordance with the intended methods
of disposition by the seller or sellers thereof as set forth in such
Registration Statement. Should the Company file a post-effective amendment to
the Registration Statement or a New Registration Statement, the Company will use
its reasonable best efforts to have such filing declared effective by the SEC
within thirty (30) consecutive Business Days as of the date of filing, which
such period shall be extended for an additional thirty (30) Business Days if the
Company receives a comment letter from the SEC in connection therewith. 

b. The Company shall submit to
the Buyer for review and comment any disclosure in the Registration Statement,
any New Registration Statement and all amendments and supplements thereto (other
than prospectus supplements that consist only of a copy of a filed Form 10-Q or
a Current Report on Form 8-K or any amendment as a result of the Company’s
filing of a document that is incorporated by reference into the Registration
Statement or New Registration Statement) containing information provided by the
Buyer for inclusion in such document and any descriptions or disclosure
regarding the Buyer, the Purchase Agreement, including the transaction
contemplated thereby, or this Agreement at least two (2) Business Days prior to
their filing with the SEC, and not file any document in a form to which Buyer
reasonably and timely objects. Upon request of the Buyer, the Company shall
provide to the Buyer all disclosure in the Registration Statement or any New
Registration Statement and all amendments and supplements thereto (other than
prospectus supplements that consist only of a copy of a filed Form 10-Q or
Current Report on Form 8-K or any amendment as a result of the Company’s filing
of a document that is incorporated by reference into the Registration Statement
or New Registration Statement) at least two (2) Business Days prior to their
filing with the SEC, and not file any document in a form to which Buyer
reasonably and timely objects. The Buyer shall use its reasonable best efforts
to comment upon the Registration Statement or any New Registration Statement and
any amendments or supplements thereto within two (2) Business Days from the date
the Buyer receives the final version thereof. The Company shall furnish to the
Buyer, without charge, any correspondence from the SEC or the staff of the SEC
to the Company or its representatives relating to the Registration Statement or
any New Registration Statement. 

c. Upon request of the Buyer, the
Company shall furnish to the Buyer, (i) promptly after the same is prepared and
filed with the SEC, at least one copy of the Registration Statement and any
amendment(s) thereto, including financial statements and schedules, all
documents incorporated therein by reference and all exhibits, (ii) upon the
effectiveness of a Registration Statement, a copy of the prospectus included in
such Registration Statement and all amendments and supplements thereto (or such other number of copies as the Buyer may reasonably
request) and (iii) such other documents, including copies of any preliminary or
final prospectus, as the Buyer may reasonably request from time to time in order
to facilitate the disposition of the Registrable Securities owned by the Buyer.


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d. The Company shall use
reasonable best efforts to (i) register and qualify, unless an exemption from
registration and qualification is available, the Registrable Securities covered
by a Registration Statement under such other securities or “blue sky” laws of
such jurisdictions in the United States as the Buyer reasonably requests, (ii)
prepare and file in those jurisdictions, such amendments (including
post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof during
the Registration Period, (iii) take such other actions as may be necessary to
maintain such registrations and qualifications in effect at all times during the
Registration Period, and (iv) take all other actions reasonably necessary or
advisable to qualify the Registrable Securities for sale in such jurisdictions;
provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to (x) qualify to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
Section 3(d), (y) subject itself to general taxation in any such jurisdiction,
or (z) file a general consent to service of process in any such jurisdiction.
The Company shall promptly notify the Buyer who holds Registrable Securities of
the receipt by the Company of any notification with respect to the suspension of
the registration or qualification of any of the Registrable Securities for sale
under the securities or “blue sky” laws of any jurisdiction in the United States
or its receipt of actual notice of the initiation or threat of any proceeding
for such purpose. 

e. As promptly as reasonably
practicable after becoming aware of such event or facts, the Company shall
notify the Buyer in writing if the Company has determined that the prospectus
included in any Registration Statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and promptly prepare a
prospectus supplement or amendment to such Registration Statement to correct
such untrue statement or omission, and, upon the Buyer’s request, deliver a copy
of such prospectus supplement or amendment to the Buyer. In providing this
notice to the Buyer, the Company shall not include any other information about
the facts underlying the Company’s determination and shall not in any way
communicate any material nonpublic information about the Company or the Common
Stock to the Buyer. The Company shall also promptly notify the Buyer in writing
(i) when a prospectus or any prospectus supplement or post-effective amendment
has been filed, and when a Registration Statement or any post-effective
amendment has become effective (notification of such effectiveness shall be
delivered to the Buyer by facsimile or e-mail on the same day of such
effectiveness), (ii) of any request by the SEC for amendments or supplements to
any Registration Statement or related prospectus or related information, and
(iii) of the Company’s reasonable determination that a post-effective amendment
to a Registration Statement would be appropriate. 

f. The Company shall use its
reasonable best efforts to prevent the issuance of any stop order or other
suspension of effectiveness of any Registration Statement, or the suspension of
the qualification of any Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, to obtain the withdrawal of such
order or suspension at the earliest practical time and to notify the Buyer of
the issuance of such order and the resolution thereof or its receipt of actual
notice of the initiation or threat of any proceeding for such purpose. 

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g. The Company shall (i) cause
all the Registrable Securities to be listed on each securities exchange on which
securities of the same class or series issued by the Company are then listed, if
any, if the listing of such Registrable Securities is then permitted under the
rules of such exchange, or (ii) secure designation and quotation of all the
Registrable Securities if the Principal Market (as such term is defined in the
Purchase Agreement) is an automated quotation system. The Company shall pay all
fees and expenses in connection with satisfying its obligation under this
Section. 

h. The Company shall cooperate
with the Buyer to facilitate the timely preparation and delivery of certificates
(not bearing any restrictive legend) representing the Registrable Securities to
be offered pursuant to any Registration Statement and enable such certificates
to be in such denominations or amounts as the Buyer may reasonably request and
registered in such names as the Buyer may request. 

i. The Company shall at all times
provide a transfer agent and registrar with respect to its Common Stock. 

j. If reasonably requested by the
Buyer, the Company shall (i) promptly incorporate in a prospectus supplement or
post-effective amendment to the Registration Statement such information as the
Buyer believes should be included therein relating to the sale and distribution
of Registrable Securities, including, without limitation, information with
respect to the number of Registrable Securities being sold, the purchase price
being paid therefor and any other terms of the offering of the Registrable
Securities; (ii) make all required filings of such prospectus supplement or
post-effective amendment promptly after being notified of the matters to be
incorporated in such prospectus supplement or post-effective amendment; and
(iii) supplement or make amendments to any Registration Statement (including by
means of any document incorporated therein by reference). 

k. The Company shall use its
reasonable best efforts to cause the Registrable Securities covered by any
Registration Statement to be registered with or approved by such other
governmental agencies or authorities in the United States as may be necessary to
consummate the disposition of such Registrable Securities. 

l. Within one (1) Business Day
after any Registration Statement is ordered effective by the SEC, the Company
shall deliver to the Transfer Agent for such Registrable Securities (with copies
to the Buyer) confirmation that such Registration Statement has been declared
effective by the SEC in the form attached hereto as Exhibit A.
Thereafter, if reasonably requested by the Buyer at any time, the Company shall
deliver to the Buyer a written confirmation of whether or not the effectiveness
of such Registration Statement has lapsed at any time for any reason (including,
without limitation, the issuance of a stop order) and whether or not the
Registration Statement is currently effective and available to the Buyer for
sale of all of the Registrable Securities.

m. The Company agrees to take all
other reasonable actions as necessary and reasonably requested by the Buyer to
expedite and facilitate disposition by the Buyer of Registrable Securities
pursuant to any Registration Statement. 

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4. OBLIGATIONS OF THE BUYER. 

a. The Buyer has furnished to the
Company in Exhibit B hereto such information regarding itself, the
Registrable Securities held by it and the intended method of disposition of the
Registrable Securities held by it as required to effect the registration of such
Registrable Securities and shall execute such documents in connection with such
registration as the Company may reasonably request. The Company shall notify the
Buyer in writing of any other information the Company reasonably requires from
the Buyer in connection with any Registration Statement hereunder. The Buyer
will as promptly as practicable notify the Company of any material change in the
information set forth in Exhibit B, other than changes in its ownership
of the Common Stock. 

b. The Buyer agrees to cooperate
with the Company as reasonably requested by the Company in connection with the
preparation and filing of any amendments and supplements to any Registration
Statement hereunder. 

c. The Buyer agrees that, upon
receipt of any notice from the Company of the happening of any event or
existence of facts of the kind described in Section 3(f) or any notice of the
kind described in the first sentence of 3(e), the Buyer will immediately
discontinue disposition of Registrable Securities pursuant to any registration
statement(s) covering such Registrable Securities until the Buyer’s receipt
(which may be accomplished through electronic delivery) of the copies of the
filed supplemented or amended prospectus contemplated by Section 3(f) or the
first sentence of 3(e). In addition, upon receipt of any notice from the Company
of the kind described in the first sentence of Section 3(e), the Buyer will
immediately discontinue purchases or sales of any securities of the Company
unless such purchases or sales are in compliance with applicable U.S. securities
laws. Notwithstanding anything to the contrary, the Company shall cause its
Transfer Agent to deliver as promptly as practicable shares of Common Stock
without any restrictive legend in accordance with the terms of the Purchase
Agreement in connection with any sale of Registrable Securities with respect to
which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as
defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from
the Company of the happening of any event of the kind described in Section 3(f)
or the first sentence of 3(e) and for which the Buyer has not yet settled. 

5. EXPENSES OF REGISTRATION. 

All reasonable expenses of the
Company, other than sales or brokerage commissions and fees and disbursements of
counsel for the Buyer, incurred in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3, including, without limitation, all
registration, listing and qualifications fees, printers and accounting fees, and
fees and disbursements of counsel for the Company, shall be paid by the Company.

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6. INDEMNIFICATION. 

a. To the fullest extent
  permitted by law, the Company will, and hereby does, indemnify, hold harmless
  and defend the Buyer, each Person, if any, who controls the Buyer, the members,
  the directors, officers, partners, employees, agents, representatives of the
  Buyer and each Person, if any, who controls the Buyer within the meaning of the
  1933 Act or the Securities Exchange Act of 1934, as amended (the “1934
    Act”) (each, an “Indemnified Person”), against any losses, claims,
  damages, liabilities, judgments, fines, penalties, charges, costs, reasonable
  attorneys’ fees, amounts paid in settlement or expenses, (collectively, “Claims”)
  reasonably incurred in investigating, preparing or defending any action, claim,
  suit, inquiry, proceeding, investigation or appeal taken from the foregoing by
  or before any court or governmental, administrative or other regulatory agency
  or body or the SEC, whether pending or threatened, whether or not an indemnified
  party is or may be a party thereto (“Indemnified Damages”), to which any
  of them may become subject insofar as such Claims (or actions or proceedings,
  whether commenced or threatened, in respect thereof) arise out of or are based
  upon: (i) any untrue statement or alleged untrue statement of a material fact in
  the Registration Statement, any New Registration Statement or any post-effective
  amendment thereto or in any filing made in connection with the qualification of
  the offering under the securities or other “blue sky” laws of any jurisdiction
  in which Registrable Securities are offered (“Blue Sky Filing”), or the
  omission or alleged omission to state a material fact required to be stated
  therein or necessary to make the statements therein not misleading, (ii) any
  untrue statement or alleged untrue statement of a material fact contained in the
  final prospectus (as amended or supplemented, if the Company files any amendment
  thereof or supplement thereto with the SEC) or the omission or alleged omission
  to state therein any material fact necessary to make the statements made
  therein, in light of the circumstances under which the statements therein were
  made, not misleading, or (iii) any violation or alleged violation by the Company
  of the 1933 Act, the 1934 Act, any other law, including, without limitation, any
  state securities law, or any rule or regulation thereunder relating to the offer
  or sale of the Registrable Securities pursuant to the Registration Statement or
  any New Registration Statement (the matters in the foregoing clauses (i) through
  (iii) being, collectively, “Violations”). The Company shall reimburse
  each Indemnified Person promptly as such expenses are incurred and are due and
  payable, for any reasonable legal fees or other reasonable expenses incurred by
  them in connection with investigating or defending any such Claim.
  Notwithstanding anything to the contrary contained herein, the indemnification
  agreement contained in this Section 6(a): (A) shall not apply to a Claim by an
  Indemnified Person arising out of or based upon a Violation which occurs in
  reliance upon and in conformity with information furnished in writing to the
  Company by the Buyer or such Indemnified Person expressly for use in connection
  with the preparation of the Registration Statement, any New Registration
  Statement or any such amendment thereof or supplement thereto, if such
  prospectus was timely made available by the Company; (B) with respect to any
  superseded prospectus, shall not inure to the benefit of any such person from
  whom the person asserting any such Claim purchased the Registrable Securities
  that are the subject thereof (or to the benefit of any other Indemnified Person)
  if the untrue statement or omission of material fact contained in the superseded
  prospectus was corrected in the revised prospectus, as then amended or
  supplemented, if such revised prospectus was timely made available by the
  Company pursuant to Section 3(c) or Section 3(e), and the Buyer was promptly
  advised in writing not to use the incorrect prospectus prior to the use giving
  rise to a violation; (C) shall not be available to the extent such Claim is
  based on a failure of the Buyer to deliver, or to cause to be delivered, the
  prospectus made available by the Company, if such prospectus was theretofore
  made available by the Company pursuant to Section 3(c) or Section 3(e); and (D)
  shall not apply to amounts paid in settlement of any Claim if such settlement is
  effected without the prior written consent of the Company, which consent shall
  not be unreasonably withheld. Such indemnity shall remain in full force and
  effect regardless of any investigation made by or on behalf of the Indemnified
  Person and shall survive the transfer of the Registrable Securities by the Buyer
  pursuant to Section 9. 

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b. In connection with the
Registration Statement or any New Registration Statement, the Buyer agrees to
indemnify, hold harmless and defend, to the same extent and in the same manner
as is set forth in Section 6(a), the Company, each of its directors, each of its
officers who signs the Registration Statement or any New Registration
Statement, each Person, if any, who controls the Company within the meaning of
the 1933 Act or the 1934 Act (collectively and together with an Indemnified Person, an “Indemnified Party”), against any
  Claim or Indemnified Damages to which any of them may become subject, under the
  1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified
  Damages arise out of or are based upon any Violation, in each case to the
  extent, and only to the extent, that such Violation occurs in reliance upon and
  in conformity with written information about the Buyer set forth on Exhibit
    B attached hereto or updated from time to time in writing by the Buyer
  and furnished to the Company by the Buyer expressly for use in the
  Registration Statement or any New Registration Statement or from the failure of
  the Buyer to deliver or to cause to be delivered the prospectus made available
  by the Company, if such prospectus was timely made available by the Company
  pursuant to Section 3(c) or Section 3(e); and, subject to Section 6(d), the
  Buyer will reimburse any legal or other expenses reasonably incurred by them in
  connection with investigating or defending any such Claim; provided, however,
  that the indemnity agreement contained in this Section 6(b) and the agreement
  with respect to contribution contained in Section 7 shall not apply to amounts
  paid in settlement of any Claim if such settlement is effected without the prior
  written consent of the Buyer, which consent shall not be unreasonably withheld;
  provided, further, however, that the Buyer shall be liable under this Section
  6(b) for only that amount of a Claim or Indemnified Damages as does not exceed
  the net proceeds to the Buyer as a result of the sale of Registrable Securities
  pursuant to such registration statement. Such indemnity shall remain in full
  force and effect regardless of any investigation made by or on behalf of such
  Indemnified Party and shall survive the transfer of the Registrable Securities
  by the Buyer pursuant to Section 9.

c. Promptly after receipt by an
Indemnified Person or Indemnified Party under this Section 6 of notice of the
commencement of any action or proceeding (including any governmental action or
proceeding) involving a Claim, such Indemnified Person or Indemnified Party
shall, if a Claim in respect thereof is to be made against any indemnifying
party under this Section 6, deliver to the indemnifying party a written notice
of the commencement thereof, and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume control of the
defense thereof with counsel mutually satisfactory to the indemnifying party and
the Indemnified Person or the Indemnified Party, as the case may be, and upon
such notice, the indemnifying party shall not be liable to the Indemnified
Person or Indemnified Party for any legal or other expenses subsequently
incurred by the Indemnified Person or Indemnified Party in connection with the
defense thereof; provided, however, that an Indemnified Person or Indemnified
Party shall have the right to retain its own counsel with the fees and expenses
to be paid by the indemnifying party, if, in the reasonable opinion of counsel
retained by the indemnifying party, the representation by such counsel of the
Indemnified Person or Indemnified Party and the indemnifying party would be
inappropriate due to actual or potential differing interests between such
Indemnified Person or Indemnified Party and any other party represented by such
counsel in such proceeding. The Indemnified Party or Indemnified Person shall
cooperate with the indemnifying party in connection with any negotiation or
defense of any such action or claim by the indemnifying party and shall furnish
to the indemnifying party all information reasonably available to the
Indemnified Party or Indemnified Person which relates to such action or claim.
The indemnifying party shall keep the Indemnified Party or Indemnified Person
fully apprised as to the status of the defense or any settlement negotiations
with respect thereto. No indemnifying party shall be liable for any settlement
of any action, claim or proceeding effected without its written consent,
provided, however, that the indemnifying party shall not unreasonably withhold,
delay or condition its consent. No indemnifying party shall, without the consent
of the Indemnified Party or Indemnified Person, consent to entry of any judgment
or enter into any settlement or other compromise which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party or Indemnified Person of a release from all liability in
respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all
rights of the Indemnified Party or Indemnified Person with respect to all third
parties, firms or corporations relating to the matter for which indemnification
has been made. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action shall not
relieve such indemnifying party of any liability to the Indemnified Person or
Indemnified Party under this Section 6, except to the extent that the
indemnifying party is prejudiced in its ability to defend such action. 

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d. The indemnification required
by this Section 6 shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as and when bills are
received or Indemnified Damages are incurred. Any person receiving a payment
pursuant to this Section 6 which person is later determined to not be entitled
to such payment shall return such payment to the person making it. 

e. The indemnity agreements
contained herein shall be in addition to (i) any cause of action or similar
right of the Indemnified Party or Indemnified Person against the indemnifying
party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to the law. 

7. CONTRIBUTION. 

To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party
agrees to make the maximum contribution with respect to any amounts for which it
would otherwise be liable under Section 6 to the fullest extent permitted by
law; provided, however, that: (i) no seller of Registrable Securities guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
Act) shall be entitled to contribution from any seller of Registrable Securities
who was not guilty of fraudulent misrepresentation; and (ii) contribution by any
seller of Registrable Securities shall be limited in amount to the net amount of
proceeds received by such seller from the sale of such Registrable Securities.

8. REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS. 

With a view to making available
to the Buyer the benefits of Rule 144 promulgated under the 1933 Act or any
other similar rule or regulation of the SEC that may at any time permit the
Buyer to sell securities of the Company to the public without registration
(“Rule 144”), the Company agrees, at the Company’s sole expense, to: 

a. make and keep public
information available, as those terms are understood and defined in Rule 144;

b. file with the SEC in a timely
manner all reports and other documents required of the Company under the 1933
Act and the 1934 Act so long as the Company remains subject to such requirements
and the filing of such reports and other documents is required to satisfy the
current public information requirements of Rule 144;

c. furnish to the Buyer so long
as the Buyer owns Registrable Securities, as promptly as practicable at Buyer’s
request, (i) a written statement by the Company that it has complied in all
material respects with the requirements of Rule 144(c)(1)(i) and (ii), and (ii)
such other information, if any, as may be reasonably requested to permit the
Buyer to sell such securities pursuant to Rule 144 without registration; and

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d. take such additional action as is requested by the Buyer to
enable the Buyer to sell the Registrable Securities pursuant to Rule 144,
including, without limitation, delivering all such legal opinions, consents,
certificates, resolutions and instructions to the Company’s Transfer Agent as
may be reasonably requested from time to time by the Buyer and otherwise fully
cooperate with the Buyer and the Buyer’s broker to effect such sale of
securities pursuant to Rule 144. 

The Company agrees that damages may be an inadequate remedy for
any breach of the terms and provisions of this Section 8 and that Buyer shall,
whether or not it is pursuing any remedies at law, be entitled to equitable
relief in the form of a preliminary or permanent injunctions, without having to
post any bond or other security, upon any breach or threatened breach of any
such terms or provisions. 

9. ASSIGNMENT OF REGISTRATION RIGHTS. 

The Company shall not assign this
Agreement or any rights or obligations hereunder without the prior written
consent of the Buyer. The Buyer may not assign its rights under this Agreement
without the prior written consent of the Company.

10. AMENDMENT OF REGISTRATION RIGHTS. 

Provisions of this Agreement may
be amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively) only with the
written consent of the Company and the Buyer. 

11. MISCELLANEOUS. 

a. 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: 

10





	 	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 


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

	 	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 


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. Any party to this Agreement may give any notice or
other communication hereunder using any other means (including messenger
service, ordinary mail or electronic mail), but no such notice or other
communication shall be deemed to have been duly given unless it actually is
received by the party for whom it is intended. 

b. 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. 

11




c. 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
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 in connection herewith 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. 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. 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. 

d. This Agreement, the
Purchase Agreement and the other Transaction Documents constitute the entire
understanding among the parties hereto with respect to the subject matter hereof
and thereof. There are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein and therein. This
Agreement, the Purchase Agreement and the other Transaction
Documents 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 subject matter hereof and thereof. 

e. Subject to the requirements of
Section 9, this Agreement shall inure to the benefit of and be binding upon the
permitted successors and assigns of each of the parties hereto. 

f. The headings in this Agreement
are for convenience of reference and shall not form part of, or affect the
interpretation of, this Agreement. 

g. 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 of a) 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 of a) signature. 

h. 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. 

12




i. 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. 

j. 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. 

* * * * * 

13




IN WITNESS WHEREOF, the
parties have caused this Registration Rights Agreement to be duly executed as of
day and year first above written. 

	 	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 






EXHIBIT A 

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT


[Date] 

Computershare 
8742 Lucent Blvd., Suite 225 
Highlands
Ranch, CO 80129 
Attention: Brooke Webb 

RE: LIGHTBRIDGE CORPORATION 

Ladies and Gentlemen: 

We refer to that certain Common
Stock Purchase Agreement, dated as of September 4, 2015 (the “Purchase
Agreement”), entered into by and between LIGHTBRIDGE CORPORATION, a
Nevada corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC
(the “Buyer”) pursuant to which the Company has agreed to issue to the
Buyer shares of the Company’s Common Stock, par value $0.001 per share (the
“Common Stock”), in an amount up to Ten Million Dollars ($10,000,000), in
accordance with the terms of the Purchase Agreement. In connection with the
transactions contemplated by the Purchase Agreement, the Company has
registered with the U.S. Securities and Exchange Commission (the “SEC”)
the sale by the Buyer of the following shares of Common Stock: 

	 	(1) 	
      up to [Total # of Purchase Shares] shares of
      Common Stock to be issued upon purchase from the Company by the Buyer from
      time to time (the “Purchase Shares.”); and

	 	 	 
	 	(2) 	
      __________ shares of Common Stock which have been
      issued to the Buyer as a commitment fee (the “Commitment
    Shares”).



In connection with the transactions contemplated by the
Purchase Agreement, the Company has filed a registration statement on Form S-1
(File No. 333_________) (the “Registration Statement”) with the SEC
relating to the sale by the Buyer of the Purchase Shares and the Commitment
Shares. Accordingly, we advise you that (i) the SEC has entered an order
declaring the Registration Statement effective under the Securities Act of 1933
Act (the “1933 Act”) at ___ [A./P.]M. on __________, 201_, (ii) we have no
knowledge, after review of the stop order notification website maintained by the
SEC, that any stop order suspending its effectiveness has been issued or that
any proceedings for that purpose are pending before, or threatened by, the SEC
and (iii) the Purchase Shares and the Commitment Shares are available for sale
under the 1933 Act pursuant to the Registration Statement. Accordingly, and in
reliance on certain covenants made by the Buyer regarding the manner of sale of
the Shares, certificates representing the Shares may be issued without any
restrictive legend.

	  	Very truly yours, 
	  	  
	  	  
	  	By: ____________________________
	  	       [Company
      Counsel] 
	CC: Aspire Capital Fund, LLC 	






EXHIBIT B 

Information About The Buyer Furnished To The Company By The
Buyer 
Expressly For Use In Connection With The Registration Statement and
Prospectus 

Aspire Capital Partners LLC (“Aspire Partners”) is the Managing
Member of Aspire Capital Fund LLC (“Aspire Fund”). SGM Holdings Corp (“SGM”) is
the Managing Member of Aspire Partners. Mr. Steven G. Martin (“Mr. Martin”) is
the president and sole shareholder of SGM, as well as a principal of Aspire
Partners. Mr. Erik J. Brown (“Mr. Brown”) is the president and sole shareholder
of Red Cedar Capital Corp (“Red Cedar”), which is a principal of Aspire
Partners. Mr. Christos Komissopoulos (“Mr. Komissopoulos”) is president and sole
shareholder of Chrisko Investors Inc (“Chrisko”), which is a principal of Aspire
Partners. Each of Aspire Partners, SGM, Red Cedar, Chrisko, Mr. Martin, Mr.
Brown, and Mr. Komissopoulos may be deemed to be a beneficial owner of common
stock held by Aspire Fund. Each of Aspire Partners, SGM, Red Cedar, Chrisko, Mr.
Martin, Mr. Brown, and Mr. Komissopoulos disclaims beneficial ownership of the
common stock held by Aspire Fund. 

Plan of Distribution 

The common stock may be sold or distributed from time to time
  by the selling stockholder directly to one or more purchasers or through
  brokers, dealers, or underwriters who may act solely as agents at market prices
  prevailing at the time of sale, at prices related to the prevailing market
  prices, at negotiated prices, or at fixed prices, which may be changed. The sale
  of the common stock offered by this prospectus may be effected in one or more of
  the following methods: 

	ordinary brokers’ transactions;
  
	transactions involving cross or block trades;
  
	through brokers, dealers, or underwriters who may act solely as agents;
  
	“at the market” into an existing market for the common stock;
  
	in other ways not involving market makers or established business markets,
  including direct sales to purchasers or sales effected through agents;
  
	in privately negotiated transactions; or
  
	any combination of the foregoing. 


In order to comply with the securities laws of certain states,
if applicable, the shares may be sold only through registered or licensed
brokers or dealers. In addition, in certain states, the shares may not be sold
unless they have been registered or qualified for sale in the state or an
exemption from the registration or qualification requirement is available and
complied with. 

The selling stockholder may also sell shares of common stock
  under Rule 144 promulgated under the Securities Act, if available, rather than
  under this prospectus. In addition, the selling stockholder may transfer the
shares of common stock by other means not described in this prospectus. 

Brokers, dealers, underwriters, or agents participating in the
  distribution of the shares as agents may receive compensation in the form of
  commissions, discounts, or concessions from the selling stockholder and/or
  purchasers of the common stock for whom the broker-dealers may act as agent.




Aspire Capital has informed us that each such broker-dealer
will receive commissions from Aspire Capital which will not exceed customary
brokerage commissions.

The selling stockholder and its affiliates have agreed not to
  engage in any direct or indirect short selling or hedging of our common stock
during the term of the Purchase Agreement. 

The selling stockholder is an “underwriter” within the meaning
of the Securities Act.

We have advised the selling stockholder that while it is
  engaged in a distribution of the shares included in this prospectus, it is
  required to comply with Regulation M promulgated under the Securities Exchange
  Act of 1934, as amended. With certain exceptions, Regulation M precludes the
  selling stockholder, any affiliated purchasers, and any broker-dealer or other
  person who participates in the distribution from bidding for or purchasing, or
  attempting to induce any person to bid for or purchase any security which is the
  subject of the distribution until the entire distribution is complete.
  Regulation M also prohibits any bids or purchases made in order to stabilize the
  price of a security in connection with the distribution of that security. All of
  the foregoing may affect the marketability of the shares offered hereby this
prospectus.

We may suspend the sale of shares by the selling stockholder
  pursuant to this prospectus for certain periods of time for certain reasons,
  including if the prospectus is required to be supplemented or amended to include
additional material information.

This offering as it relates to Aspire Capital will terminate on
  the date that all shares offered by this prospectus have been sold by Aspire
  Capital.