SUBSCRIPTION
AGREEMENT
This
subscription (this “Subscription”) is
dated July 22, 2010, by and between the investor identified on the signature
page hereto (the “Investor”) and
Lightbridge Corporation, a Nevada corporation (the “Company”), whereby
the parties agree as follows:
1. Subscription.
(a)
Investor agrees to buy and the Company agrees to sell and issue to Investor (i)
such number of shares (the “Shares”) of the
Company’s common stock, $0.001 par value per share (the “Common Stock”), and
(ii) warrants to purchase such number of shares of Common Stock (the “Warrants,” and
together with the Shares, the “Securities”) as set
forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”)
equal to the product of (x) the aggregate number of Shares the Investor has
agreed to purchase and (y) the purchase price per Share set forth on the
signature page hereto. The Purchase Price is set forth on the
signature page hereto. The Company proposes to enter into
substantially this same form of Subscription Agreement with certain other
investors (the “Other
Investors”) and expects to complete sales of the Securities to
them. The Investor and the Other Investors are hereinafter sometimes
collectively referred to as the “Investors,” and this
Subscription and the Subscription Agreements executed by the Other Investors are
hereinafter sometimes collectively referred to as the “Subscriptions".
(b)
The Securities have been registered on a Registration Statement on Form S-3,
Registration No. 333-162671 (the “Registration
Statement”). The Registration Statement has been declared
effective by the Securities and Exchange Commission and is effective on the date
hereof. A final prospectus supplement will be delivered to the
Investor as required by law.
(c)
Payment of the Purchase Price for, and delivery by the Company of, the
Securities shall take place at a closing (the “Closing”), which
shall occur no later than three (3) trading days after the date of this
Subscription, subject to the satisfaction or waiver of all the conditions to the
Closing (the “Company
Closing Conditions”) set forth in the Placement Agency Agreement (the
“Placement
Agreement”) dated July 22, 2010 by and among the Company and the
placement agent named therein (the “Placement
Agent”).
(d)
At or prior to the Closing, the Investor shall remit by wire transfer the amount
of funds equal to the Purchase Price to following account designated by the
Company and the Placement Agent pursuant to the terms of that certain Escrow
Agreement (the “Escrow
Agreement”) dated as of July 22, 2010, by and among the Company, the
Placement Agent and Collateral Agents, LLC (the “Escrow Agent”):
Account
Name: Lightbridge Corporation
Account
Number: 664686672
Bank
Name: HSBC BANK USA, N.A.
Bank
Address: 9201 3rd Ave, Brooklyn, NY 11209
ABA
Number: 021001088
Swift
Number: MRMDUS 33
Contact:
Sophia Sudeall
Telephone:
718-238-9329
Such
funds shall be held in escrow until the Closing and delivered by the Escrow
Agent on behalf of the Investors to the Company upon the satisfaction of the
Company Closing Conditions. The Placement Agent shall have no rights in or to
any of the escrowed funds, unless the Placement Agent and the Escrow Agent are
notified in writing by the Company in connection with the Closing that a portion
of the escrowed funds shall be applied to the Placement Fee.
Investor
shall also furnish to the Placement Agent a completed W-9 form (or, in the case
of an Investor who is not a United States citizen or resident, a W-8
form).
At the
Closing, upon receipt of the Purchase Price, the Company shall cause the
Securities to be delivered to the Investor, with the delivery of the Shares to
be made through the facilities of The Depository Trust Company’s DWAC system in
accordance with the instructions set forth on the signature page attached hereto
under the heading “DWAC Instructions” and the delivery of the Warrants to be
made by mail to the Investor at the address set forth on the signature page
attached hereto immediately under the Investor’s signature block.
2. Company Representations and
Warranties.
(a) The
Company represents and warrants that: (i) it has full corporate power and
authority to enter into this Subscription and to perform all of its obligations
hereunder; (ii) this Subscription has been duly authorized and executed by, and
when delivered in accordance with the terms hereof will constitute a valid and
binding agreement of, the Company enforceable in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights and remedies of
creditors generally or subject to general principles of equity; (iii) the
execution and delivery of this Subscription and the consummation of the
transactions contemplated hereby do not conflict with or result in a breach of
(x) the Company’s Articles of Incorporation or Bylaws, or (y) any material
agreement to which the Company is a party or by which any of its property or
assets is bound; (iv) the Shares when issued and paid for in accordance with the
terms of this Subscription will be duly authorized, validly issued, fully paid
and non-assessable, the Warrants when issued and paid for in accordance with the
terms of this Subscription will be duly and validly authorized by the Company
and upon delivery to the Investors at the Closing will be valid and binding
obligations of the Company, enforceable in accordance with their terms, except
as such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the rights and remedies of creditors
generally or subject to general principles of equity, and the shares of Common
Stock issuable upon exercise of the Warrants when issued and paid for in
accordance with the terms thereof will be duly authorized, validly issued, fully
paid and non-assessable; (v) the Registration Statement and any post-effective
amendment thereto, at the time it became effective, did 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 not misleading; (vi)
the prospectus contained in the Registration Statement, as amended and/or
supplemented, did not contain as of the effective date thereof, and as of the
date hereof does not contain, any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading; and (vii)
all preemptive rights or rights of first refusal held by stockholders of the
Company and applicable to the transactions contemplated hereby have been duly
satisfied or waived in accordance with the terms of the agreements between the
Company and such stockholders conferring such rights.
(b) The Placement
Agreement contains certain representations, warranties, covenants and agreements
of the Company that may be relied upon by the Investor, which shall be a third
party beneficiary thereof. The Company hereby incorporates such
representations, warranties, covenants and agreements herein, as if made on (i)
the date hereof and (ii) the date of the Closing. The Company
confirms that neither it nor any other Person acting on its behalf has provided
the Investor or their agents or counsel with any information that constitutes or
could reasonably be expected to constitute material, nonpublic information,
except as will be disclosed in the Prospectus and/or in the Company’s Form 8-K
to be filed with the Commission in connection with the Offering. The
Company understands and confirms that the Investor will rely on the foregoing
representations in effecting transactions in securities of the
Company.
3. Investor Representations,
Warranties and Acknowledgments.
(a)
The Investor represents and warrants that: (i) it has full right, power and
authority to enter into this Subscription and to perform all of its obligations
hereunder; (ii) this Subscription has been duly authorized and executed by the
Investor and, when delivered in accordance with the terms hereof, will
constitute a valid and binding agreement of the Investor enforceable against the
Investor in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the rights and remedies of creditors generally or subject to general
principles of equity; (iii) the execution and delivery of this Subscription and
the consummation of the transactions contemplated hereby do not conflict with or
result in a breach of (A) the Investor’s articles of incorporation or bylaws (or
other governing documents), or (B) any material agreement or any law or
regulation to which the Investor is a party or by which any of its property or
assets is bound; (iv) it has had full access to the base prospectus included in
the Registration Statement, as amended and/or supplemented as of the date
hereof, and the Company’s periodic reports and other information incorporated by
reference therein, and was able to read, review, download and print such
materials; (v) in making its investment decision in this offering, the Investor
and its advisors, if any, have relied solely on the Company’s public filings
with the Securities and Exchange Commission; (vi) it is knowledgeable,
sophisticated and experienced in making, and is qualified to make, decisions
with respect to investments in securities representing an investment decision
like that involved in the purchase of the Securities; (vii) the Investor has had
no position, office or other material relationship within the past three years
with the Company or persons known to it to be affiliates of the Company; (viii),
except as set forth below, the Investor is not a, and it has no direct or
indirect affiliation or association with any, member of FINRA or an Associated
Person (as such term is defined under the NASD Membership and Registration Rules
Section 1011) as of the date hereof; and (ix) neither the Investor nor any group
of Investors (as identified in a public filing made with the SEC) of which the
Investor is a part in connection with the offering of the Securities, acquired,
or obtained the right to acquire, 20% or more of the Common Stock (or securities
convertible into or exercisable for Common Stock) or the voting power of the
Company on a post-transaction basis.
(If no
exceptions, write “none.” If left blank, response will be deemed to be
“none.”)
(b)
The Investor also represents and warrants that, other than the transactions
contemplated hereunder, the Investor has not directly or indirectly, nor has any
person acting on behalf of or pursuant to any understanding with the Investor,
executed any purchase or sale in securities of the Company, including “short
sales” as defined in Rule 200 of Regulation SHO under the Securities Exchange
Act of 1934 (“Short
Sales”), during the period commencing from the time that the Investor
first became aware of the proposed transactions contemplated hereunder until the
date hereof (the “Discussion
Time”). The Investor has maintained the confidentiality of all
disclosures made to it in connection with this transaction (including the
existence and terms of this transaction).
4. Investor Covenant Regarding
Short Sales and Confidentiality.
(a) The
Investor covenants that neither it nor any affiliates acting on its behalf or
pursuant to any understanding with it will execute any transactions in
securities of the Company, including Short Sales, during the period after the
Discussion Time and ending at the time that the transactions contemplated by
this Subscription are first publicly announced through a press release and/or
Form 8-K. The Investor covenants that until such time as the
transactions contemplated by this Subscription are publicly disclosed by the
Company through a press release and/or Form 8-K, the Investor will maintain the
confidentiality of all disclosures made to it in connection with this
transaction (including the existence and terms of this
transaction).
(b) The
Company and the Investor agree that the Company shall (a) no later than 9:00 am
New York City time on the business day immediately following the date hereof,
issue a press release announcing the material terms and conditions of the
offering and (b) on the business day immediately following the date hereof, file
a current report on Form 8-K with the Securities and Exchange Commission
including, but not limited to, a form of this Agreement as an exhibit
thereto. From and after the issuance of such press release, the
Company shall have publicly disclosed all material, non-public information
delivered to the Investor by the Company, if any, or any of its officers or
directors. The Company shall not provide the Investor with any
material, non-public information following the issuance of the press
release. The Company shall not identify any Investor by name in any
press release without such Investor’s prior written consent.
5. Miscellaneous.
(a) This
Subscription constitutes the entire understanding and agreement between the
parties with respect to its subject matter, and there are no agreements or
understandings with respect to the subject matter hereof which are not contained
in this Subscription. This Subscription may be modified only in
writing signed by the parties hereto.
(b) This
Subscription may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument and shall become effective
when counterparts have been signed by each party and delivered to the other
parties hereto, it being understood that all parties need not sign the same
counterpart. Execution may be made by delivery by
facsimile.
(c) The
provisions of this Subscription are severable and, in the event that any court
or officials of any regulatory agency of competent jurisdiction shall determine
that any one or more of the provisions or part of the provisions contained in
this Subscription shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision or part of a provision of this Subscription
and this Subscription shall be reformed and construed as if such invalid or
illegal or unenforceable provision, or part of such provision, had never been
contained herein, so that such provisions would be valid, legal and enforceable
to the maximum extent possible, so long as such construction does not materially
adversely effect the economic rights of either party hereto.
(d) All
communications hereunder, except as may be otherwise specifically provided
herein, shall be in writing and shall be mailed, hand delivered, sent by a
recognized overnight courier service such as Federal Express, or sent via
facsimile and confirmed by letter, to the party to whom it is addressed at the
following addresses or such other address as such party may advise the other in
writing:
To the Company: as set forth
on the signature page hereto.
To the Investor: as set
forth on the signature page hereto.
All
notices hereunder shall be effective upon receipt by the party to which it is
addressed.
(e) This
Subscription shall be governed by and interpreted in accordance with the laws of
the State of New York for contracts to be wholly performed in such state and
without giving effect to the principles thereof regarding the conflict of
laws. To the extent determined by such court, the prevailing party
shall reimburse the other party for any reasonable legal fees and disbursements
incurred in enforcement or protection of any of its rights under this
Subscription.
If the
foregoing correctly sets forth our agreement, please confirm this by signing and
returning to us the duplicate copy of this Subscription.
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LIGHTBRIDGE
CORPORATION
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By:
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Name:
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Title:
Address for
Notice:
Lightbridge
Corporation
1600
Tysons Boulevard, Suite 550
McLean,
Virginia 22102
Attention: Chief
Executive Officer
Facsimile
No.: [·]
Attention:
Chief Executive Officer
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[Issuer’s
Signature Page to Subscription Agreement]
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INVESTOR:
________________________________
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By: ________________________________________
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Name:
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Title:
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Number of
Shares:____________________________
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| Number of
Warrants:__________________________ |
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| Purchase Price per Unit:
$______________________ |
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Aggregate Purchase
Price: $____________________
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Address for Notice and
mailing the Warrants:
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____________________________________________
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____________________________________________
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Facsimile:
___________________________________
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Attention:
___________________________________
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DWAC
Instructions:
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Name
of DTC Participant (broker-dealer at which the account or accounts to be
credited with the Shares are maintained):
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_____________________________________________
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DTC
Participant Number:
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_____________________________________________
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Name
of Account at DTC Participant being
credited
with the Shares:
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_____________________________________________
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Account
Number at DTC Participant being credited
with
the Shares:
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_____________________________________________
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[Investor’s
Signature Page to Subscription Agreement]