Lightbridge Corp.: Exhibit 10.1- Filed by newsfilecorp.com





Execution Copy 

SECURITIES PURCHASE AGREEMENT 

SECURITIES PURCHASE AGREEMENT
(this “Agreement”), dated as of June 28, 2016 by and between
LIGHTBRIDGE CORP., a Nevada corporation (the “Company”), and
ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the
“Buyer”). Capitalized terms used herein and not otherwise defined herein
are defined in Section 7 hereof.

WHEREAS: Subject to the terms
and conditions set forth in this Agreement, the Company wishes to sell to the
Buyer, and the Buyer wishes to buy from the Company, (i) shares (the
“Purchase Shares”) of the Company’s common stock, par value $0.001 per
share (the “Common Stock”), or, at the Buyer’s option, in lieu of the
Purchase Shares in whole or in part, (ii) warrants, substantially in the form
attached hereto as Exhibit A (the “Pre-Funded Warrants”), to
purchase shares of Common Stock (the “Warrant Shares”). The Purchase
Shares, Pre-Funded Warrants and Warrant Shares are collectively referred to
herein as the “Securities.”

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

1.          
PURCHASE OF SECURITIES.

(a)      Subject to the terms
and conditions set forth in this Agreement, the Company and the Buyer agree
that: 

	 	(i) 	On or before June 28, 2016, the Company shall sell to the Buyer, and
      the Buyer shall purchase from the Company 1,857,000 Purchase Shares and
      Pre-Funded Warrants to purchase 1,476,333 Warrant Shares, and the Buyer
      shall pay to the Company as the purchase price therefor, via wire
      transfer, an aggregate of Nine Hundred Eighty- Five Thousand Two Hundred
      Thirty-Six and 57/100 Dollars ($985,236.57), consisting of Five Hundred
      Fifty-Seven Thousand One Hundred Dollars ($557,100) for the Purchase
      Shares and Four Hundred Twenty-Eight Thousand One Hundred Thirty-Six and
      57/100 Dollars ($428,136.57) for the Pre-Funded Warrants; 
	 	 	 
	 	(ii) 	Provided that on or before October 31, 2016 the Company announces the
      Utility Arrangement, then, on or before the second Business Day after the
      Company announces the Utility Arrangement, the Company shall sell to the
      Buyer, and the Buyer shall purchase from the Company, the Second Purchase
      Shares and the Buyer shall pay to the Company as the purchase price
      therefor, via wire transfer, One Million Dollars ($1,000,000) (the
      “Second Purchase Shares Purchase Price”). At the Buyer’s
      discretion, in lieu of purchasing the Second Purchase Shares or part
      thereof, the Buyer may elect to purchase Pre-Funded Warrants. The price
      for each Pre- Funded Warrant purchased in lieu of Second Purchase Shares
      will be the result of multiplying (x) the number of warrant shares that
      the Buyer may purchase under such Pre-Funded Warrant by (y) a number equal
      to the Second Purchase Price reduced by $0.01. The exercise price for each
      warrant share will be $0.01, and the Second Purchase Shares Purchase Price shall be reduced by the
aggregate exercise price for the Pre-Funded Warrants purchased in lieu of Second
Purchase Shares; and








	 	(iii) 	Provided that on or before March 31, 2017, the Company announces the
      JV Agreement, then, on or before the second Business Day after the Company
      announces the JV Agreement, the Company shall sell to the Buyer, and the
      Buyer shall purchase from the Company, the Third Purchase Shares and the
      Buyer shall pay to the Company as the purchase price therefor, via wire
      transfer, Three Million Dollars ($3,000,000) (the “Third Purchase
      Shares Purchase Price”). At the Buyer’s discretion, in lieu of
      purchasing the Third Purchase Shares or part thereof, the Buyer may elect
      to purchase Pre-Funded Warrants. The price for each Pre-Funded Warrant
      purchased in lieu of Third Purchase Shares will be the result of
      multiplying (x) the number of warrant shares that the Buyer may purchase
      under such Pre- Funded Warrant by (y) a number equal to the Third Purchase
      Price reduced by $0.01. The exercise price for each warrant share will be
      $0.01, and the Third Purchase Shares Purchase Price shall be reduced by
      the aggregate exercise price for the Pre-Funded Warrants purchased in lieu
      of Third Purchase Shares. 


The Purchase Shares, upon issuance and payment therefor as
provided herein, shall be validly issued and fully paid and non-assessable, and
the Warrant Shares, when issued and delivered upon exercise of the Pre-Funded
Warrants in accordance therewith, shall be validly issued and fully paid and
non-assessable. The Company shall pay any and all transfer, stamp or similar
taxes that may be payable with respect to the issuance and delivery of any
Securities to the Buyer under this Agreement. Unless otherwise mutually agreed
between the Company and the Buyer, each purchase of Purchase Shares and
Pre-Funded Warrants shall be pursuant to a take-down off the Company’s existing
S-3 Registration Statement. 

(b)      Compliance with
Principal Market Rules. In order not to violate the rules or regulations of
the Principal Market, notwithstanding anything in this Agreement to the
contrary, the total number of shares of Common Stock that may be issued under
this Agreement shall be limited to 4,428,477 shares of Common Stock (the
“Exchange Cap”), which equals 19.99% of the Company’s outstanding shares
of Common Stock as of the date hereof, unless stockholder approval is obtained
to issue more than such 19.99% . The Exchange Cap shall be appropriately
adjusted for any stock dividend, stock split, reverse stock split or similar
transaction. Notwithstanding the foregoing, the Company shall not be required or
permitted to issue, and the Buyer shall not be required to purchase, any shares
of Common Stock under this Agreement if such issuance would violate the rules or
regulations of the Principal Market.

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






  2.           BUYER’S
REPRESENTATIONS AND WARRANTIES. 

The Buyer represents and warrants
to the Company that as of the date hereof and as of the dates of the purchases
of the Second Purchase Shares and the Third Purchase Shares: 

(a)     
Investment Purpose. The Buyer is entering into this Agreement
and acquiring the Securities for its own account for investment; provided
however, by making the representations herein, the Buyer does not agree to hold
any of the Securities for any minimum or other specific term. 

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

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

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

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




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

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

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


  3.           REPRESENTATIONS
AND WARRANTIES OF THE COMPANY 

The Company represents and
warrants to the Buyer that as of the date hereof and as of the dates of the
purchases of the Second Purchase Shares and the Third Purchase Shares: 

(a)     
Organization and Qualification. The Company and its
“Subsidiaries” (which for purposes of this Agreement means any entity in which
the Company, directly or indirectly, owns more than 50% of the voting stock or
capital stock or other similar equity interests) are corporations or limited
liability companies duly organized and validly existing in good standing under
the laws of the jurisdiction in which they are incorporated or organized, and
have the requisite corporate or organizational power and authority to own their
properties and to carry on their business as now being conducted. Each of the
Company and its Subsidiaries is duly qualified as a foreign corporation or
limited liability company to do business and is in good standing in every
jurisdiction in which its ownership of property or the nature of the business
conducted by it makes such qualification necessary, except to the extent that
the failure to be so qualified or be in good standing could not reasonably be
expected to have a Material Adverse Effect. As used in this Agreement, “Material
Adverse Effect” means any material adverse effect on any of: (i) the business,
properties, assets, operations, results of operations or financial condition of
the Company and its Subsidiaries, if any, taken as a whole, or (ii) the
authority or ability of the Company to perform its obligations under this
Agreement. 




(b)     
Authorization; Enforcement; Validity. (i) The Company has the
requisite corporate power and authority to enter into and perform its
obligations under this Agreement and the Pre-Funded Warrants and to issue the
Securities in accordance with the terms hereof, (ii) the execution and delivery
of this Agreement and the Pre-Funded Warrants by the Company and the
consummation by it of the transaction contemplated hereby, including without
limitation, the issuance of the Securities under this Agreement, have been duly
authorized by the Company’s Board of Directors or duly authorized committee
thereof, do not conflict with the Company’s Articles of Incorporation or Bylaws
(as defined below), and do not require further consent or authorization by the
Company, its Board of Directors, except as set forth in this Agreement, or its
stockholders, (iii) this Agreement has been duly executed and delivered by the
Company and (iv) this Agreement constitutes the valid and binding obligations of
the Company enforceable against the Company in accordance with its terms, except
as such enforceability may be limited by (y) general principles of equity or
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or
similar laws relating to, or affecting generally, the enforcement of creditors'
rights and remedies and (z) public policy underlying any law, rule or regulation
(including any federal or states securities law, rule or regulation) with
regards to indemnification, contribution or exculpation. The Board of Directors
of the Company or duly authorized committee thereof has approved the resolutions
(the “Signing Resolutions”) substantially in the form as delivered to the
Buyer to authorize this Agreement and the transaction contemplated hereby. The
Signing Resolutions are valid, in full force and effect and have not been
modified or supplemented in any material respect. The Company has delivered to
the Buyer a true and correct copy of the Signing Resolutions as approved by the
Board of Directors of the Company.

(c)     
Authorization of the Securities. The Purchase Shares have been
duly authorized and, upon issuance in accordance with the terms hereof, the
Purchase Shares shall be (i) validly issued, fully paid and non-assessable and
(ii) free from all taxes, liens and charges with respect to the issuance
thereof, with the holders being entitled to all rights accorded to a holder of
Common Stock. The Pre-Funded Warrants have been duly authorized by the Company
and, when executed and delivered by the Company, will be valid and binding
agreements of the Company, enforceable against the Company in accordance with
their terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or
affecting the rights and remedies of creditors or by general equitable
principles. The Warrant Shares have been duly authorized and validly reserved
for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to
meet the current exercise requirements. The Warrant Shares, when issued and
delivered upon exercise of the Pre-Funded Warrants in accordance therewith,
shall be (i) validly issued, fully paid and non-assessable and (ii) free from
all taxes, liens and charges with respect to the issuance thereof, with the
holders being entitled to all rights accorded to a holder of Common Stock. 

(d)     
No Conflicts. The execution, delivery and performance of this
Agreement and the Pre-Funded Warrants by the Company and the consummation by the
Company of the transaction contemplated hereby (the issuance of the Securities),
does and will not (i) result in a violation of the Company’s Articles of
Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series of preferred
stock of the Company or the Bylaws or (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which
the Company or any of its Subsidiaries is a party, or result, to the Company’s
knowledge, in a violation of any law, rule, regulation, order, judgment or
decree (including federal and state securities laws and regulations and the
rules and regulations of the Principal Market applicable to the Company or any
of its Subsidiaries) or by which any property or asset of the Company or any of
its Subsidiaries is bound or affected, except in the case of conflicts,
defaults, terminations, amendments, accelerations, cancellations and violations
under clause (ii), which could not reasonably be expected to result in a
Material Adverse Effect. Neither the Company nor its Subsidiaries is in
violation of any term of or in default under its Articles or Certificate of
Incorporation, any Certificate of Designation, Preferences and Rights of any
outstanding series of preferred stock of the Company or Bylaws or their
organizational charter or bylaws, respectively. Neither the Company nor any of
its Subsidiaries is in violation of any term of or is in default under any
material contract, agreement, mortgage, indebtedness, indenture, instrument,
judgment, decree or order or any statute, rule or regulation applicable to the
Company or its Subsidiaries, except for possible violations, defaults,
terminations or amendments that could not reasonably be expected to have a
Material Adverse Effect. The business of the Company and its Subsidiaries is not
being conducted, and shall not be conducted, in violation of any law, ordinance,
or regulation of any governmental entity, except for possible violations, the
sanctions for which either individually or in the aggregate could not reasonably
be expected to have a Material Adverse Effect. Except as specifically
contemplated by this Agreement, reporting obligations under the 1934 Act, or as
required under the 1933 Act or applicable state securities laws or the filing of
a Listing of Additional Shares Notification Form with the Principal Market, the
Company is not required to obtain any consent, authorization or order of, or
make any filing or registration with, any court or governmental agency or any
regulatory or self-regulatory agency in order for it to execute, deliver or
perform any of its obligations under or contemplated by this Agreement in
accordance with the terms hereof. Except for the reporting obligations under the
1934 Act, all consents, authorizations, orders, filings and registrations which
the Company is required to obtain pursuant to the preceding sentence shall be
obtained or effected on or prior to the date hereof.





(e)     
SEC Documents; Financial Statements. Since March 31, 2015, the
Company has filed all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC pursuant to the reporting requirements
of the 1934 Act (all of the foregoing filed prior to the date hereof and all
exhibits included therein and financial statements and schedules thereto and
documents incorporated by reference therein being hereinafter referred to as the
“SEC Documents”). As of their respective dates (except as they have been
correctly amended), the SEC Documents complied in all material respects with the
requirements of the 1934 Act and the rules and regulations of the SEC
promulgated thereunder applicable to the SEC Documents, and none of the SEC
Documents, at the time they were filed with the SEC (except as they may have
been properly amended), contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the
circumstances under which they were made, not misleading. As of their respective
dates (except as they have been properly amended), the financial statements of
the Company included in the SEC Documents complied as to form in all material
respects with applicable accounting requirements and the published rules and
regulations of the SEC with respect thereto. Such financial statements have been
prepared in accordance with generally accepted accounting principles,
consistently applied, during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes thereto or (ii) in
the case of unaudited interim statements, to the extent they may exclude
footnotes or may be condensed or summary statements) and fairly present in all
material respects the financial position of the Company as of the dates thereof
and the results of its operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit
adjustments). Except routine correspondence, such as comment letters and notices
of effectiveness in connection with previously filed registration statements or
periodic reports publicly available on EDGAR, to the Company’s knowledge, the
Company or any of its Subsidiaries are not presently the subject of any inquiry,
investigation or action by the SEC. 





(f)     
Absence of Certain Changes. Since March 31, 2016, there has been
no material adverse change in the business, properties, operations, financial
condition or results of operations of the Company or its Subsidiaries taken as a
whole. For purposes of this Agreement, neither a decrease in cash or cash
equivalents nor losses incurred in the ordinary course of the Company’s business
shall be deemed or considered a material adverse change. The Company has not
taken any steps, and does not currently expect to take any steps, to seek
protection pursuant to any Bankruptcy Law nor does the Company or any of its
Subsidiaries have any knowledge or reason to believe that its creditors intend
to initiate involuntary bankruptcy or insolvency proceedings.

(g)     
Absence of Litigation. Other than as disclosed in the SEC
Documents, to the Company’s knowledge, there is no action, suit, proceeding,
inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the knowledge of the
Company or any of its Subsidiaries, threatened against the Company, the Common
Stock or any of the Company’s Subsidiaries or any of the Company’s or the
Company’s Subsidiaries’ officers or directors in their capacities as such, which
could reasonably be expected to have a Material Adverse Effect. 

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





(i)     
Registration Statement. The Shelf Registration Statement (as
defined in Section 4(a) hereof) has been declared effective by the SEC, and no
stop order has been issued or is pending or, to the knowledge of the Company,
threatened by the SEC with respect thereto. As of the date hereof, the Company
has a dollar amount of securities registered and unsold under the Shelf
Registration Statement, which is not less than the amount necessary to register
the Securities on the date hereof. 


  4.           COVENANTS.


(a)     
Filing of Form 8-Ks and Prospectus Supplements. The Company
agrees that it shall, within the time required under the 1934 Act, file any
Current Report on Form 8-K disclosing this Agreement and the transaction
contemplated hereby including in connection with the purchases of the Second
Purchase Shares and the Third Purchase Shares. The Company shall file within two
(2) Business Days from the date hereof a prospectus supplement to the Company’s
existing shelf registration statement on Form S-3 (File No. 333-204889, the
“Shelf Registration Statement”) covering the sale of the initial
1,857,000 Purchase Shares and 1,476,333 Pre-Funded Warrants to purchase
1,476,333 Warrant Shares (the “Prospectus Supplement”). The Company shall
also file within two (2) Business Days from each of the dates of the purchases
of the Second Purchase Shares and the Third Purchase Shares a prospectus
supplement to the Shelf Registration Statement covering the sale of such
Purchase Shares and such Pre-Funded Warrants. The Shelf Registration Statement
(including any amendments or supplements thereto and prospectuses or prospectus
supplements, including the Prospectus Supplement, 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 in which they were made, not misleading. 

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

(c)     
Listing. The Company shall promptly secure the listing of all of
the Purchase Shares and Warrant Shares upon each national securities exchange
and automated quotation system that requires an application by the Company for
listing, if any, upon which shares of Common Stock are then listed (subject to
official notice of issuance) and shall maintain such listing, so long as any
other shares of Common Stock shall be so listed. The Company shall pay all fees
and expenses in connection with satisfying its obligations under this Section.





(d)     
Maintenance of Registration. The Company shall, at all times
while any Pre-Funded Warrants are outstanding, use its best efforts to maintain
a registration statement covering the exercise of the Pre-Funded Warrants and
the issue and sale of the Warrant Shares such that the Warrant Shares, when
issued, will not be subject to resale restrictions under the 1933 Act except to
the extent that the Warrant Shares are owned by affiliates. 

(e)     
Warrant Shares Reserved. The Company shall, at all times while
any Pre-Funded Warrants are outstanding, reserve and keep available out of the
aggregate of its authorized but unissued and otherwise unreserved Common Stock,
solely for the purpose of enabling it to issue Warrant Shares upon exercise of
such Pre-Funded Warrants, the number of Warrant Shares that are initially
issuable and deliverable upon the exercise of the then-outstanding Pre-Funded
Warrants. 

 5.     
TRANSFER AGENT INSTRUCTIONS. 

All of the Purchase Shares and
Pre-Funded Warrants to be issued under this Agreement shall be issued without
any restrictive legend. All of the Warrant Shares to be issued under this
Agreement shall be issued without any restrictive legend, provided that the
Company either maintains an effective registration statement covering the
exercise of the Pre-Funded Warrants and the issue and sale of the Warrant
Shares, or the Warrant Shares are issued upon a “net share exercise” of the
Pre-Funded Warrants pursuant to the terms thereof. The Company shall issue
irrevocable instructions to the Transfer Agent, and any subsequent transfer
agent, to issue Common Stock in the name of the Buyer for the Purchase Shares
(the “Irrevocable Transfer Agent Instructions”). The Company warrants to
the Buyer that no instruction other than the Irrevocable Transfer Agent
Instructions referred to in this Section 5, will be given by the Company to the
Transfer Agent with respect to the Purchase Shares and the Purchase Shares shall
otherwise be freely transferable on the books and records of the Company as and
to the extent provided in this Agreement. Following exercise of the Pre-Funded
Warrants in accordance with the terms thereof, the Company shall issue
irrevocable instructions to the Transfer Agent, and any subsequent transfer
agent, to issue Common Stock in the name of the Buyer for the Warrant Shares.


 6.     
INDEMNIFICATION.

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




 


  7.           CERTAIN DEFINED
TERMS.

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

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

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

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

(d)      “JV
Agreement” means a final, fully signed and binding, unconditional joint
venture agreement to fully develop and to commercialize Lightbridge-designed
metallic nuclear fuel with a major global nuclear fuel fabrication company under
terms and conditions acceptable to the Buyer in the Buyer’s sole discretion.


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

(f)      “Principal
Market” means the NASDAQ Capital Market. 

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




(h)     
“Second Purchase Price” means a US Dollar amount equal to the
lesser of: (1) $0.50 or (2) the average of the closing sale prices for the five
(5) consecutive Business Days immediately preceding the public disclosure of the
Utility Arrangement. 

(i)     
“Second Purchase Shares” means the number of shares that is the
result of dividing (x) One Million Dollars ($1,000,000) by (y) the Second
Purchase Price. 

(j)     
“Third Purchase Price” means a US Dollar amount equal to the
lesser of: (1) $1.00 or (2) the average of the closing sale prices for the five
(5) consecutive business days prior to the public disclosure of the JV
Agreement. 

(k)     
“Third Purchase Shares” means the number of shares that is the
result of dividing (x) Three Million Dollars ($3,000,000) by (y) the Third
Purchase Price. 

(l)     
“Transfer Agent” means the transfer agent of the Company as set
forth in Section 8(f) hereof or such other person who is then serving as the
transfer agent for the Company in respect of the Common Stock. 

(m)     
“Utility Arrangement” means the entry by the Company into an
agreement, letter of intent, memorandum of understanding or similar arrangement
with at least one major nuclear utility in which such utility signifies its
intent to enter into a strategic relationship regarding Lightbridge-designed
nuclear fuel, which arrangement will include financing support for
Lightbridge-designed nuclear fuel under terms and conditions acceptable to the
Buyer in the Buyer’s sole discretion. 

8.          
MISCELLANEOUS. 

(a)     
Governing Law; Jurisdiction; Jury Trial. The corporate laws of
the State of Nevada shall govern all issues concerning the relative rights of
the Company and its stockholders. All other questions concerning the
construction, validity, enforcement and interpretation of this Agreement 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 the transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction of any such court, that such suit, action or proceeding is
brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper. Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address for such
notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner
permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE,
AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY.





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

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

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


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

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





	 	If to the Company: 	  
	 	           
             Lightbridge Corporation 
	 	           
             11710 Plaza America Drive, Suite 2000 
	 	           
             Reston, VA 20190 
	 	         
               Telephone: 	571-730-1223 
	 	         
               Facsimile: 	571-730-1260 
	 	         
               Attention: 	Seth Grae 
	 	         
               Email: 	sgrae@ltbridge.com 
	 	With a copy (which shall not constitute
      notice) to: 
	 	           
             Hogan Lovells US LLP 
	 	           
             One Tabor Center, Suite 1500 
	 	           
             1200 Seventeenth Street 
	 	           
             Denver, CO 80202 
	 	         
               Telephone: 	303-454-2449 
	 	         
               Facsimile: 	303-899-7333 
	 	         
               Attention: 	David Crandall 
	 	         
               Email: 	david.crandall@hoganlovells.com
    
	 	  	  
	 	If to the Buyer: 	  
	 	           
             Aspire Capital Fund, LLC 
	 	           
             155 North Wacker Drive, Suite 1600 
	 	           
             Chicago, IL 60606 
	 	         
               Telephone: 	312-658-0400 
	 	         
               Facsimile: 	312-658-4005 
	 	         
               Attention: 	Steven G. Martin 
	 	         
               Email: 	smartin@aspirecapital.com 
	 	With a copy to (which shall not constitute
      delivery to the Buyer): 
	 	           
             Morrison & Foerster LLP 
	 	           
             2000 Pennsylvania Avenue, NW, Suite 6000 
	 	           
             Washington, DC 20006 
	 	         
               Telephone: 	202-778-1611 
	 	         
               Facsimile: 	202-887-0763 
	 	         
               Attention: 	Martin P. Dunn, Esq. 
	 	         
               Email: 	mdunn@mofo.com 
	 	  	  
	 	If to the Transfer Agent:
  
	 	           
             8742 Lucent Blvd., Suite 225 
	 	           
             Highlands Ranch, CO 80129 
	 	         
               Telephone: 	   303-262-0710 
	 	         
               Facsimile: 	   303-262-0609 
	 	         
               Attention: 	   Brooke Webb 
	 	         
               Email: 	 
       Brooke.webb@computershare.com 






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

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

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

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

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

(k)     
Survival. The representations and warranties of the Company and
the Buyer contained in Sections 2, 3 and 5 hereof, the indemnification
provisions set forth in Section 6 hereof and the agreements and covenants set
forth in Sections 4 and 8 hereof, shall survive the execution of this Agreement
and the transaction contemplated herein or any termination of this
Agreement.




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

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


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

* * * * * 




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


	THE COMPANY: 
	  	 
	LIGHTBRIDGE CORPORATION 
	  	 
	  	 
	By: 	/s/ Seth Grae  
	Name: Seth Grae 
	Title: President and Chief Executive
      Officer 
	  	 
	  	 
	BUYER: 	 
	  	 
	ASPIRE CAPITAL FUND, LLC 
	BY: ASPIRE CAPITAL PARTNERS, LLC 
	BY: SGM HOLDINGS CORP. 
	  	 
	  	 
	By: 	/s/ Steven G. Martin  
	Name: Steven G. Martin 
	Title: President