Lightbridge: Exhibit 4.1 - Filed by newsfilecorp.com






FORM OF WARRANT 

THE ISSUANCE OF THIS WARRANT AND THE WARRANT SHARES ISSUABLE
UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED BY THE COMPANY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (REGISTRATION NO. 333-187659). 

LIGHTBRIDGE CORPORATION 

WARRANT TO PURCHASE
COMMON SHARES 


Warrant No.: _________
Number of Common Shares:
____________
Date of Issuance: November 17, 2014 (“Issuance Date”), as
amended June 30, 2016 

Lightbridge Corporation, a Nevada corporation (the
“Company”), hereby certifies that, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,

______________________, the registered holder hereof or its permitted
assigns (the “Holder”), is entitled, subject to the terms set forth
below, to purchase from the Company, at the Exercise Price (as defined below)
then in effect, upon surrender of this Warrant to Purchase Common Shares
(including any Warrants to Purchase Common Shares issued in exchange, transfer
or replacement hereof, the “Warrant”), at any time or times on a day
after the six (6) month anniversary of the Issuance Date, but not after 5:00
p.m., New York time, on the Expiration Date (as defined below),
__________________ (______________) (subject to adjustment as provided herein)
fully paid, nonassessable Common Shares (as defined below) (the “Warrant
Shares”). Except as otherwise defined herein, capitalized terms in this
Warrant shall have the meanings set forth in Section 16. This Warrant is
the Warrant to Purchase Common Shares issued pursuant to (i) Section 1 of
that certain Subscription Agreement dated as of November 11, 2014 (the
“Subscription Date”), by and between the Company and the Holder (the
“Subscription Agreement” and together with the other subscription
agreements entered into by the Company on the Subscription Date, the
“Subscription Agreements”) and (ii) the Company’s Registration Statement
on Form S-3 (File number 333-187659) (as amended and supplemented through
October 22, 2013 and may be further amended and supplemented, the
“Registration Statement”). 

1. EXERCISE OF WARRANT. 

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




(b) Exercise Price. For purposes of this Warrant,
“Exercise Price” means $1.25 per Warrant Share, subject to adjustment as
provided herein. 

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

(d) Limitations On Exercise. The Company shall not
effect the exercise of this Warrant, and the Holder shall not have the right to
exercise this Warrant, to the extent that after giving effect to such exercise,
such Person (together with such Person’s affiliates) would beneficially own in
excess of 4.99% (the “Maximum Percentage”) of the Common Shares
outstanding immediately after giving effect to such exercise. For purposes of
the foregoing sentence, the aggregate number of Common Shares beneficially owned
by such Person and its affiliates shall include the number of Common Shares
issuable upon exercise of this Warrant with respect to which the determination
of such sentence is being made, but shall exclude Common Shares which would be
issuable upon (i) exercise of the remaining, unexercised portion of this Warrant
beneficially owned by such Person and its affiliates and (ii) exercise or
conversion of the unexercised or unconverted portion of any other securities of
the Company beneficially owned by such Person and its affiliates (including,
without limitation, any convertible notes or convertible shares or warrants)
subject to a limitation on conversion or exercise analogous to the limitation
contained herein. Except as set forth in the preceding sentence, for purposes of
this paragraph, beneficial ownership shall be calculated in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). For purposes of this Warrant, in determining the number
of outstanding Common Shares, the Holder may rely on the number of outstanding
Common Shares as reflected in the most recent of (1) the Company’s most recent
Form 10-K, Form 10-Q or other public filing with the Securities and Exchange
Commission, as the case may be, (2) a more recent public announcement by the
Company or (3) any other notice by the Company or the Transfer Agent setting
forth the number of Common Shares outstanding. For any reason at any time, upon the written or oral request of the
Holder, the Company shall within two (2) Business Days confirm to the Holder the
number of Common Shares then outstanding. In any case, the number of outstanding
Common Shares shall be determined after giving effect to the conversion or
exercise of securities of the Company, including this Warrant, by the Holder and
its affiliates since the date as of which such number of outstanding Common
Shares was reported. By written notice to the Company, the Holder may from time
to time increase or decrease the Maximum Percentage to any other percentage not
in excess of 19.99% specified in such notice; provided that (i) any such
increase will not be effective until the sixty-first (61st) day after such
notice is delivered to the Company, and (ii) any such increase or decrease will
apply only to the Holder. The provisions of this paragraph shall be construed,
corrected and implemented in a manner so as to effectuate the intended
beneficial ownership limitation herein contained. The limitations contained in
this paragraph shall apply to any successor Holder of this Warrant.

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

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



where:

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

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

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

(f) Company’s Failure to Timely Deliver Securities. If
the Company shall fail for any reason or for no reason to issue to the Holder
within three (3) Business Days after the Share Delivery Date in compliance with
the terms of this Section 1, a certificate for the number of Common
Shares to which the Holder is entitled and register such Common Shares on the
Company’s share register or to credit the Holder’s balance account with DTC for
such number of Common Shares to which the Holder is entitled upon the Holder’s
exercise of this Warrant, and if on or after such Trading Day the Holder, or any
third party on behalf of the Holder or for the Holder’s account, purchases (in
an open market transaction or otherwise) Common Shares to deliver in
satisfaction of a sale by the Holder of Common Shares issuable upon such
exercise that the Holder anticipated receiving from the Company (a
“Buy-In”), then the Company shall, within three (3) Business Days after
the Holder’s request, promptly honor its obligation to deliver to the Holder a
certificate or certificates representing such Warrant Shares and pay cash to the
Holder in an amount equal to the excess (if any) of the Buy-In Price over the
product of (A) such number of Common Shares, times (B) the Closing Sale
Price on the Share Delivery Date. Notwithstanding anything herein to the
contrary, the Company shall not be required to make any cash payments to the
Holder in lieu of issuance of the Warrant Shares. 

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

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

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

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

3. RIGHTS UPON DISTRIBUTION OF ASSETS.

(a) If the Company shall declare or make any dividend or other
distribution of its assets (or rights to acquire its assets) to holders of
Common Shares, by way of return of capital or otherwise (including, without
limitation, any distribution of cash, stock or other securities, property or
options by way of a dividend, spin off, reclassification, corporate
rearrangement, scheme of arrangement or other similar transaction) (a
“Distribution”), at any time after the issuance of this Warrant, then, in
each such case: 

(i) any Exercise Price in effect immediately prior to
the close of business on the record date fixed for the determination of holders
of Common Shares entitled to receive the Distribution shall be reduced,
effective as of the close of business on such record date, to a price determined
by multiplying such Exercise Price by a fraction of which (A) the numerator
shall be the VWAP of the Common Shares on the Trading Day immediately preceding
such record date minus the value of the Distribution (as determined in good
faith by the Company’s Board of Directors) applicable to one Common Share, and
(B) the denominator shall be the VWAP of the Common Shares on the Trading Day
immediately preceding such record date; and; 

(ii) the number of Warrant
Shares shall be increased to a number of shares equal to the number of Common
Shares obtainable immediately prior to the close of business on the record date
fixed for the determination of holders of Common Shares entitled to receive the
Distribution multiplied by the reciprocal of the fraction set forth in the
immediately preceding paragraph (a)(i). 

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

4. FUNDAMENTAL TRANSACTIONS. Upon the occurrence of any
Fundamental Transaction, any Successor Entity shall succeed to, and be
substituted for (so that from and after the date of such Fundamental
Transaction, the provisions of this Warrant referring to the “Company” shall
refer instead to any Successor Entity), and may exercise every right and power
of the Company and shall assume all of the obligations of the Company under this
Warrant with the same effect as if such Successor Entity had been named as the
Company herein. Upon consummation of the Fundamental Transaction, any Successor
Entity shall deliver to the Holder confirmation that there shall be issued upon
exercise of this Warrant at any time after the consummation of the Fundamental
Transaction, in lieu of the shares of the Common Stock (or other securities,
cash, assets or other property purchasable upon the exercise of the Warrant
prior to such Fundamental Transaction), such shares of stock, securities, cash,
assets or any other property whatsoever (including warrants or other purchase or
subscription rights), if any, that the Holder would have been entitled to
receive upon the happening of such Fundamental Transaction had this Warrant been
exercised immediately prior to such Fundamental Transaction, as adjusted in
accordance with the provisions of this Warrant. In addition to and not in
substitution for any other rights hereunder, prior to the consummation of any
Fundamental Transaction pursuant to which holders of shares of Common Stock are
entitled to receive securities or other assets with respect to or in exchange
for shares of Common Stock (a “Corporate Event”), the Company shall make
appropriate provision to insure that the Holder will thereafter have the right
to receive upon an exercise of this Warrant within 90 days after the
consummation of the Fundamental Transaction but, in any event, prior to the
Expiration Date, in lieu of the shares of the Common Stock (or other securities,
cash, assets or other property) purchasable upon the exercise of the Warrant
prior to such Fundamental Transaction, such shares of stock, securities, cash,
assets or any other property whatsoever (including warrants or other purchase or
subscription rights) which the Holder would have been entitled to receive upon
the happening of such Fundamental Transaction had the Warrant been exercised
immediately prior to such Fundamental Transaction. The Company shall not enter
into or be a party to a Fundamental Transaction unless provision is made with
respect to the holder’s right under this Section 4 in a form and
substance reasonably satisfactory to the Holder. If holders of Common Stock are
given any choice as to the securities, cash or property to be received in a
Fundamental Transaction, then the Holder shall be given the same choice as to
the consideration it receives upon any exercise of this Warrant following such
Fundamental Transaction. The provisions of this Section shall apply similarly
and equally to successive Fundamental Transactions and Corporate Events and
shall be applied without regard to any limitations on the exercise of this
Warrant. The Holder may waive its rights under this Section 4 with
respect to any particular Fundamental Transaction. 

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

5




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

7. REISSUANCE OF WARRANTS; NO FRACTIONAL SHARES. 

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

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

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

6




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

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

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

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

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

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

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

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

14. REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE
RELIEF. The remedies provided in this Warrant shall be cumulative and in
addition to all other remedies available under this Warrant, at law or in equity
(including a decree of specific performance and/or other injunctive relief), and
nothing herein shall limit the right of the Holder to pursue actual damages for
any failure by the Company to comply with the terms of this Warrant. For the
avoidance of doubt and notwithstanding anything herein to the contrary, the
Company may not substitute, and the Holder may not request, a cash payment in
satisfaction of the Company’s obligation to issue and deliver Warrant Shares
pursuant to an Exercise Notice or otherwise. 

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

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

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

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

8




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

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

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

(f) “Fundamental Transaction” means that (A) the Company
shall, directly or indirectly, in one or more related transactions, (i)
consolidate or merge with or into (whether or not the Company is the surviving
corporation) another Person, or (ii) sell, assign, transfer, convey or otherwise
dispose of all or substantially all of the properties or assets of the Company
to another Person, or (iii) allow another Person to make a purchase, tender or
exchange offer that is accepted by the holders of more than the 50% of the
outstanding Common Shares (not including any Common Shares held by the Person or
Persons making or party to, or associated or affiliated with the Persons making
or party to, such purchase, tender or exchange offer), or (iv) consummate a
stock purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spin-off or scheme of
arrangement) with another Person whereby such other Person acquires more than
50% of the outstanding Common Shares (not including any Common Shares held by
the other Person or other Persons making or party to, or associated or
affiliated with the other Persons making or party to, such stock purchase
agreement or other business combination), or (v) reorganize, recapitalize or
reclassify the Common Stock, or (B) any “person” or “group” (as these terms are
used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall
become the “beneficial owner” (within the meaning of Rule 13d-3 under the
Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting
power represented by issued and outstanding Common Stock.

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

9




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

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


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

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

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

[Signature Page Follows] 

10




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

LIGHTBRIDGE CORPORATION 

By:    
_______________________
          
Name: 
          
Title:

[Signature Page to Warrant]




EXHIBIT A 

EXERCISE NOTICE 

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

WARRANT TO PURCHASE COMMON SHARES 

LIGHTBRIDGE CORPORATION 

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

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

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

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

Date: ________, ______

Name of Registered
holder

By: _________________

Name:

Title:





ACKNOWLEDGMENT 

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

LIGHTBRIDGE CORPORATION


By: ___________________
      
Name:
      

       Title:





EXHIBIT B 

ASSIGNMENT FORM 

LIGHTBRIDGE CORPORATION 

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

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

	Name: 	  
	  	(Please Print) 
	Address: 	 
    
	  	(Please Print) 
	Dated:                                                           ,                    
      	                                             
    
	Holder’s Signature: 	
	Holder’s Address: 	


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