Lightbridge Corp.: Exhibit 14.1- Filed by newsfilecorp.com





LIGHTBRIDGE CORPORATION 

FORM OF WARRANT TO PURCHASE COMMON SHARES 

Warrant No.: ____________

Number of Common Shares:
_____________

Date of Issuance: ____________(“Issuance Date”)



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

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 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 $0.01 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.

(e)
Cashless Exercise. The Holder may, as its election, or shall, if a
registration statement permitting the registered issuance of the Warrant Shares
is not then effective or the prospectus forming a part thereof is not then available, utilize cashless
exercise, in which event the Company shall issue to the Holder the number of
Warrant Shares determined as follows (a “Cashless Exercise”):

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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.


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

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

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

3. RIGHTS UPON DISTRIBUTION OF
ASSETS.

(a)
If 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). 

(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. 

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

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

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7. REISSUANCE OF WARRANTS; NO
FRACTIONAL SHARES. 

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

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

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

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

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

8. NOTICES. All notices
required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the party to be notified, (b)
when sent by confirmed telex or facsimile if sent during normal business hours
of the recipient, if not, then on the next Business Day, (c) three (3) days after having been sent by registered or
certified mail, return receipt requested, postage prepaid, or (d) one (1)
Business Day after deposit with a nationally recognized overnight courier, with
written verification of receipt. All communications shall be sent to the Company
or the Holder at their respective addresses listed in Securities Purchase
Agreement dated June 28, 2016 (the “SPA”) or at such other address as the
Company or Holder may designate by ten (10) days advance written notice to the
other parties hereto.

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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 SPA; provided, that
(x) any such amendment or waiver must apply to all Warrants issued by the
Company pursuant to the SPA; 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 Nevada, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Nevada or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the
State of Nevada.

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.

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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, 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. 

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 on Form S-3 (File No. 333-204889). 

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.

(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.

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(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 sixty (60) 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. 

(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).

8




(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 Holder, the fees and expenses of which shall
be paid by the Company.

[Signature Page Follows] 

9




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. 
	 	  	  
	 	[ ] 	The holder elects or must utilize
      Cashless Exercise. 


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.