Form
of Warrant
THE
ISSUANCE OF THIS WARRANT AND THE WARRANT SHARES ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE BEEN REGISTERED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933, AS AMENDED (REGISTRATION NO. 333-162671).
LIGHTBRIDGE
CORPORATION
Warrant To
Purchase Common
Shares
Warrant
No.: ____________________
Number of
Common Shares: ____________________
Date of
Issuance: July 28, 2010 (“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, [INVESTOR NAME], the registered holder hereof or its
permitted assigns (the “Holder”), is entitled,
subject to the terms set forth below, to purchase from the Company, at the
Exercise Price (as defined below) then in effect, upon surrender of this Warrant
to Purchase Common Shares (including any Warrants to Purchase Common Shares
issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or
times on or after the six (6) month anniversary of the Issuance Date, but not
after 5:00 p.m., New York time, on the Expiration Date (as defined below),
[_____ (_____)] (subject to adjustment as provided herein) fully paid,
nonassessable Common Shares (as defined below) (the “Warrant Shares”). Except as
otherwise defined herein, capitalized terms in this Warrant shall have the
meanings set forth in Section
16. This Warrant is the Warrant to Purchase Common Shares
issued pursuant to (i) Section 1 of that certain
Subscription Agreement dated as of July 22, 2010 (the “Subscription Date”), by and
between the Company and the Holder (the “Subscription Agreement” and
together with the other subscription agreements entered into by the Company on
the Subscription Date, the “Subscription Agreements”) and
(ii) the Company’s Registration Statement on Form S-3 (File number 333-162671)
(as amended and supplemented through November 19, 2009, the “Registration
Statement”).
1. EXERCISE OF
WARRANT.
(a) Mechanics of
Exercise. Subject to the terms and conditions hereof, this Warrant may be
exercised by the Holder on any day on or 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 $[·] 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 9.99% 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.] [Note: Certain Warrants issued by the Company pursuant to
the Subscription Agreements will not contain this provision.]
(e) Limited Cashless
Exercise. If the Registration Statement (or any subsequent registration
statement applicable to the Warrant Shares) permitting the registered issuance
of the Warrant Shares is not then effective or the prospectus forming a part
thereof is not then available, then the Holder shall be entitled to utilize
cashless exercise, in which event the Company shall issue to the Holder the
number of Warrant Shares determined as follows (a “Cashless
Exercise”):
X = Y
[(A-B)/A]
where:
X = the
number of Warrant Shares to be issued to the Holder.
Y = the
number of Warrant Shares with respect to which this Warrant is being
exercised.
A = the
VWAP for the five (5) Trading Days immediately prior to (but not including) the
date of delivery of the Exercise Notice.
B = the
Exercise Price.
Upon
receipt of an Exercise Notice to which this Section 1(e) is applicable, the
Company shall notify the Holder within one (1) Trading Day of such applicability
and the calculation of the Warrant Shares issuable upon the noticed exercise of
the Warrant utilizing cashless exercise, and confirm the Holder’s desire to
complete the exercise of the Warrant pursuant to this Section 1(e).
For
purposes of Rule 144 promulgated under the Securities Act of 1933, as amended,
it is intended, understood and acknowledged that the Warrant Shares issued in a
cashless exercise transaction shall be deemed to have been acquired by the
Holder, and the holding period for the Warrant Shares shall be deemed to have
commenced, on the date this Warrant was originally issued.
(f) Company’s Failure to Timely
Deliver Securities. If the Company shall fail for any reason or for no
reason to issue to the Holder within three (3) Business Days after the Share
Delivery Date in compliance with the terms of this Section 1, a
certificate for the number of Common Shares to which the Holder is entitled and
register such Common Shares on the Company’s share register or to credit the
Holder’s balance account with DTC for such number of Common Shares to which the
Holder is entitled upon the Holder’s exercise of this Warrant, and if on or
after such Trading Day the Holder, or any third party on behalf of the Holder or
for the Holder’s account, purchases (in an open market transaction or otherwise)
Common Shares to deliver in satisfaction of a sale by the Holder of Common
Shares issuable upon such exercise that the Holder anticipated receiving from
the Company (a “Buy-In”), then the Company
shall, within three (3) Business Days after the Holder’s request and in the
Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the
Holder’s total purchase price (including brokerage commissions, if any) for the
Common Shares so purchased (the “Buy-In Price”), at which point
the Company’s obligation to deliver such certificate (and to issue such Warrant
Shares) shall terminate, or (ii) 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 Subscription Date subdivides (by any share
split, share dividend, recapitalization or otherwise) one or more classes of its
outstanding Common Shares into a greater number of shares, the Exercise Price in
effect immediately prior to such subdivision will be proportionately reduced and
the number of Warrant Shares will be proportionately increased. If the Company
at any time on or after the Subscription Date combines (by any reverse share
split, recapitalization or otherwise) one or more classes of its outstanding
Common Shares into a smaller number of shares, the Exercise Price in effect
immediately prior to such combination will be proportionately increased and the
number of Warrant Shares will be proportionately decreased. Any adjustment under
this Section
2(a) shall become effective at the close of business on the date the
subdivision or combination becomes effective.
(b) Other Events. If any
event occurs of the type contemplated by the provisions of this Section 2 but not
expressly provided for by such provisions (including, without limitation, the
granting of share appreciation rights or phantom share rights to all
shareholders), then the Company’s Board of Directors will make an appropriate
adjustment in the Exercise Price and the number of Warrant Shares so as to
protect the rights of the Holder; provided that no such adjustment pursuant to
this Section
2(b) will increase the Exercise Price or decrease the number of Warrant
Shares as otherwise determined pursuant to this Section
2.
(c) Calculations. All
calculations made under this Section 2 shall be
made by rounding to the nearest cent or the nearest 1/100th of a
Common Share, as applicable.
3. RIGHTS UPON DISTRIBUTION OF
ASSETS.
(a) If
at any time or from time to time the holders of Common Shares of the Company (or
any other securities at the time receivable upon the exercise of this Warrant)
shall have received or become entitled to receive, without payment
therefor:
(i) Common
Shares or other securities which are at any time directly or indirectly
convertible into or exchangeable for Common Shares, or any rights or options to
subscribe for, purchase or otherwise acquire any of the foregoing by way of
dividend or other distribution (other than an issuance due to a subdivision
covered in Section
2(a) above);
(ii) any
cash paid or payable, including any declared and paid cash dividends;
or
(iii) Common
Shares or additional shares or other securities or property (including cash) by
way of spinoff, split-up, reclassification, combination of shares or similar
corporate rearrangement (other than Common Shares pursuant to Section 2(a)
above),
then and
in each such case, the Exercise Price in effect immediately prior to such
distribution will be reduced by the value of the distribution per Common Share
.. The number of Warrant Shares shall be increased to a number of
shares equal to the number of Common Shares obtainable upon exercise in full of
this Warrant immediately prior to the close of business on the record date fixed
for the determination (without regard to any restrictions or limitations on
exercise of this Warrant) of holders of Common Shares entitled to receive the
distribution multiplied by a fraction equal to the Exercise Price in effect
immediately prior to the Exercise Price adjustment set forth in the immediately
preceding sentence over the Exercise Price in effect immediately following such
adjustment. The value of a distribution shall be determined as
follows: (i) in the case of a cash distribution, the dollar amount of
cash distributed per Common Share; (ii) in the case of a distribution (other
than cash) the value of which can be determined using the Black and Scholes
Option Pricing Model (including, without limitation, options, warrants and
similar securities), the Black and Scholes Value of such distribution per Common
Share; and (iii) in the case of a distribution (other than cash) that cannot be
determined using the Black and Scholes Option Pricing Model, the value of such
distribution per Common Share determined by a valuation agent reasonably
acceptable to the Company and the Holder.
(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. If, at any time while this Warrant is
outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into
another Person, (ii) the Company, directly or indirectly, effects any sale,
lease, license, assignment, transfer, conveyance or other disposition of all or
substantially all of its assets in one or a series of related transactions,
(iii) any, direct or indirect, purchase offer, tender offer or exchange offer
(whether by the Company or another Person) is completed pursuant to which
holders of Common Stock are permitted to sell, tender or exchange their shares
for other securities, cash or property and has been accepted by the holders of
50% or more of the outstanding Common Stock, (iv) the Company, directly or
indirectly, in one or more related transactions effects any reclassification,
reorganization or recapitalization of the Common Stock or any compulsory share
exchange pursuant to which the Common Stock is effectively converted into or
exchanged for other securities, cash or property, (v) the Company, directly or
indirectly, in one or more related transactions consummates a stock or share
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 shares of Common Stock (not including any shares of Common Stock
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 or share
purchase agreement or other business combination) (each a “Fundamental Transaction”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the
right to receive, for each Warrant Share that would have been issuable upon such
exercise immediately prior to the occurrence of such Fundamental Transaction, at
the option of the Holder (without regard to any limitation in Section 1(d) on
the exercise of this Warrant), the number of shares of Common Stock of the
successor or acquiring corporation or of the Company, if it is the surviving
corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number
of shares of Common Stock for which this Warrant is exercisable immediately
prior to such Fundamental Transaction (without regard to any limitation in
Section 1(d) on the exercise of this Warrant). For purposes of any
such exercise, the determination of the Exercise Price shall be appropriately
adjusted to apply to such Alternate Consideration based on the amount of
Alternate Consideration issuable in respect of one share of Common Stock in such
Fundamental Transaction, and the Company shall apportion the Exercise Price
among the Alternate Consideration in a reasonable manner reflecting the relative
value of any different components of the Alternate Consideration. 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 Alternate Consideration it receives upon any
exercise of this Warrant following such Fundamental
Transaction. Notwithstanding anything to the contrary, in the event
of a Fundamental Transaction other than one in which a Successor Entity (as
defined below) that is a publicly traded corporation whose stock is quoted or
listed for trading on an Eligible Market assumes this Warrant such that the
Warrant shall be exercisable for the publicly traded Common Stock of such
Successor Entity, the Company or any Successor Entity shall, at the
Holder’s option, exercisable at any time concurrently with, or within 30 days
after, the consummation of the Fundamental Transaction, purchase this Warrant
from the Holder by paying to the Holder an amount of cash equal to the Black
Scholes Value of the remaining unexercised portion of this Warrant on the date
of the consummation of such Fundamental Transaction. As used herein
(w) “Black Scholes
Value” means the value of this Warrant based on the Black and Scholes
Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. (“Bloomberg”) determined as of
the day of consummation of the applicable Fundamental Transaction for pricing
purposes and reflecting (A) a risk-free interest rate corresponding to the U.S.
Treasury rate for a period equal to the time between the date of the public
announcement of the applicable Fundamental Transaction and the Expiration Date,
(B) an expected volatility equal to the greater of 100% and the 100 day
volatility obtained from the HVT function on Bloomberg as of the Trading Day
immediately following the public announcement of the applicable Fundamental
Transaction, (C) the underlying price per share used in such calculation shall
be the sum of the price per share being offered in cash, if any, plus the value
of any non-cash consideration, if any, being offered in such Fundamental
Transaction and (D) a remaining option time equal to the time between the date
of the public announcement of the applicable Fundamental Transaction and the
Expiration Date, (x) “Successor Entity” means the Person
(as defined in the Purchase Agreement) (or, if so elected by the Holder, the
Parent Entity (as defined below)) 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, (y) “Eligible Market” means the NYSE Amex, The NASDAQ
Capital Market, The NASDAQ Global Market, The NASDAQ Global Select Market, the
New York Stock Exchange or the OTC Bulletin Board (or any successors to any of
the foregoing) and (z) “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. The terms of any agreement
pursuant to which a Fundamental Transaction is effected shall include terms
requiring any such successor or surviving entity to comply with the provisions
of this Section 4 and insuring that this Warrant (or any such replacement
security) will be similarly adjusted upon any subsequent transaction analogous
to a Fundamental Transaction.
5. NONCIRCUMVENTION. The
Company hereby covenants and agrees that the Company will not, by amendment of
its Certificate of Incorporation or through any reorganization, transfer of
assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale
of securities, or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, and will at all
times in good faith comply with all the provisions of this Warrant and take all
actions consistent with effectuating the purposes of this Warrant. Without
limiting the generality of the foregoing, the Company (i) shall not
increase the par value of any Common Shares receivable upon the exercise of this
Warrant above the Exercise Price then in effect, (ii) shall take all such
actions as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable Common Shares upon the exercise
of this Warrant, and (iii) shall, so long as this Warrant is outstanding,
take all action necessary to reserve and keep available out of its authorized
and unissued Common Shares, solely for the purpose of effecting the exercise of
this Warrant, 100% of the number of Common Shares issuable upon exercise of the
Warrants then outstanding (without regard to any limitations on
exercise).
6. WARRANT HOLDER NOT DEEMED A
SHAREHOLDER. Except
as otherwise specifically provided herein, the Holder, solely in such Person’s
capacity as a holder of this Warrant, shall not be entitled to vote or receive
dividends or be deemed the holder of share capital of the Company for any
purpose, nor shall anything contained in this Warrant be construed to confer
upon the Holder, solely in such Person’s capacity as the Holder of this Warrant,
any of the rights of a shareholder of the Company or any right to vote, give or
withhold consent to any corporate action (whether any reorganization, issue of
shares, reclassification of shares, consolidation, merger, conveyance or
otherwise), receive notice of meetings, receive dividends or subscription
rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares
which such Person is then entitled to receive upon the due exercise of this
Warrant. In addition, nothing contained in this Warrant shall be construed as
imposing any liabilities on the Holder to purchase any securities (upon exercise
of this Warrant or otherwise) or as a shareholder of the Company, whether such
liabilities are asserted by the Company or by creditors of the
Company. Notwithstanding this Section 6, the
Company shall provide the Holder with copies of the same notices and other
information given to the shareholders of the Company generally,
contemporaneously with the giving thereof to the shareholders, provided that any
such notice or information published via international wire or furnished to or
filed with the U.S. Securities and Exchange Commission shall satisfy this
requirement.
7. REISSUANCE OF WARRANTS; NO
FRACTIONAL SHARES.
(a) Transfer of Warrant.
If this Warrant is to be transferred, the Holder shall surrender this Warrant to
the Company and deliver the completed and executed Assignment Form, in the form
attached hereto as Exhibit B, whereupon
the Company will forthwith issue and deliver upon the order of the Holder a new
Warrant (in accordance with Section 7(d)),
registered as the Holder may request, representing the right to purchase the
number of Warrant Shares being transferred by the Holder and, if less then the
total number of Warrant Shares then underlying this Warrant is being
transferred, a new Warrant (in accordance with Section 7(d)) to the
Holder representing the right to purchase the number of Warrant Shares not being
transferred.
(b) Lost, Stolen or Mutilated
Warrant. Upon receipt by the Company of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this Warrant,
and, in the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company in customary form and, in the case of
mutilation, upon surrender and cancellation of this Warrant, the Company shall
execute and deliver to the Holder a new Warrant (in accordance with Section 7(d))
representing the right to purchase the Warrant Shares then underlying this
Warrant.
(c) Exchangeable for Multiple
Warrants. This Warrant is exchangeable, upon the surrender hereof by the
Holder at the principal office of the Company, for a new Warrant or Warrants (in
accordance with Section 7(d))
representing in the aggregate the right to purchase the number of Warrant Shares
then underlying this Warrant, and each such new Warrant will represent the right
to purchase such portion of such Warrant Shares as is designated by the Holder
at the time of such surrender; provided, however, that no
Warrants for fractional Common Shares shall be given.
(d) Issuance of New
Warrants. Whenever the Company is required to issue a new Warrant
pursuant to the terms of this Warrant, such new Warrant (i) shall be of like
tenor with this Warrant, (ii) shall represent, as indicated on the face of such
new Warrant, the right to purchase the Warrant Shares then underlying this
Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c), the
Warrant Shares designated by the Holder which, when added to the number of
Common Shares underlying the other new Warrants issued in connection with such
issuance, does not exceed the number of Warrant Shares then underlying this
Warrant), (iii) shall have an issuance date, as indicated on the face of such
new Warrant which is the same as the Issuance Date, and (iv) shall have the same
rights and conditions as this Warrant.
(e) No Fractional Shares.
No fractional shares of Warrant Shares will be issued in connection with any
exercise of this Warrant. In lieu of any fractional shares which would,
otherwise be issuable, the Company shall pay to Holder cash equal to the product
of such fraction multiplied by the Closing Sale Price of one Warrant Share on
the Share Delivery Date.
8. NOTICES. All notices
required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the party to be notified, (b)
when sent by confirmed telex or facsimile if sent during normal business hours
of the recipient, if not, then on the next Business Day, (c) three (3) days
after having been sent by registered or certified mail, return receipt
requested, postage prepaid, or (d) one (1) Business Day after deposit with a
nationally recognized overnight courier, with written verification of receipt.
All communications shall be sent to the Company at the address listed on the
signature page hereto and to Holder at the applicable address set forth on the
applicable signature page to the Subscription Agreement or at such other address
as the Company or Holder may designate by ten (10) days advance written notice
to the other parties hereto.
9. AMENDMENT AND WAIVER.
Except as otherwise provided herein, the provisions of this Warrant may be
amended and the Company may take any action herein prohibited, or omit to
perform any act herein required to be performed by it, only if the Company has
obtained the written consent of Holders owning seventy-five percent (75%) in
interest of the outstanding Warrants issued under the Subscription Agreements;
provided, that
(x) any such amendment or waiver must apply to all Warrants issued by the
Company pursuant to the Subscription Agreements; and (y) the number of Warrant
Shares subject to this Warrant, the Exercise Price and the Expiration Date may
not be amended, and the right to exercise this Warrant may not be altered or
waived, without the written consent of the Holder. No waiver of any provision
hereunder shall be effective unless it is in writing and signed by an authorized
representative of the waiving party.
10. SEVERABILITY. If any
provision of this Warrant is prohibited by law or otherwise determined to be
invalid or unenforceable by a court of competent jurisdiction, the provision
that would otherwise be prohibited, invalid or unenforceable shall be deemed
amended to apply to the broadest extent that it would be valid and enforceable,
and the invalidity or unenforceability of such provision shall not affect the
validity of the remaining provisions of this Warrant so long as this Warrant as
so modified continues to express, without material change, the original
intentions of the parties as to the subject matter hereof and the prohibited
nature, invalidity or unenforceability of the provision(s) in question does not
substantially impair the respective expectations or reciprocal obligations of
the parties or the practical realization of the benefits that would otherwise be
conferred upon the parties. The parties will endeavor in good faith negotiations
to replace the prohibited, invalid or unenforceable provision(s) with a valid
provision(s), the effect of which comes as close as possible to that of the
prohibited, invalid or unenforceable provision(s).
11. GOVERNING LAW. This
Warrant shall be governed by and construed and enforced in accordance with, and
all questions concerning the construction, validity, interpretation and
performance of this Warrant shall be governed by, the internal laws of the State
of New York, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the
State of New York.
12. CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the
Company and the Holder and shall not be construed against any person as the
drafter hereof. The headings of this Warrant are for convenience of reference
and shall not form part of, or affect the interpretation of, this
Warrant.
13. DISPUTE RESOLUTION.
In the case of a dispute as to the determination of the Exercise Price or the
arithmetic calculation of the Warrant Shares, the Company shall submit the
disputed determinations or arithmetic calculations via facsimile within two (2)
Business Days of receipt of the Exercise Notice giving rise to such dispute, as
the case may be, to the Holder. If the Holder and the Company are unable to
agree upon such determination or calculation of the Exercise Price or the
Warrant Shares within three (3) Business Days of such disputed determination or
arithmetic calculation being submitted to the Holder, then the Company shall,
within four (4) Business Days thereafter submit via facsimile the disputed
determination of the Exercise Price or Warrant Shares to an independent,
reputable investment bank mutually agreeable to the Company and the Holder. The
Company shall cause the investment bank to perform the determinations or
calculations and notify the Company and the Holder of the results no later than
ten (10) Business Days from the time it receives the disputed determinations or
calculations. Such investment bank’s determination or calculation, as the case
may be, shall be binding upon all parties absent demonstrable error. The
expenses of the investment bank and any other reasonable expenses incurred in
good faith in connection with any such dispute will be borne by the Company
unless the investment bank or accountant determines that the determination of
the Exercise Price or the arithmetic calculation of the Warrant Shares by the
Holder was incorrect, in which case the expenses of the investment bank and any
other reasonable expenses incurred in connection with any such dispute will be
borne by the Holder.
14. REMEDIES, OTHER OBLIGATIONS,
BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant
shall be cumulative and in addition to all other remedies available under this
Warrant, at law or in equity (including a decree of specific performance and/or
other injunctive relief), and nothing herein shall limit the right of the Holder
to pursue actual damages for any failure by the Company to comply with the terms
of this Warrant.
15. TRANSFER. This
Warrant may be offered for sale, sold, transferred, hypothecated or assigned
without the consent of the Company. This Warrant and the Warrant
Shares have been registered by the Company with the U.S. Securities and Exchange
Commission pursuant to the Registration Statement.
16. CERTAIN DEFINITIONS.
For purposes of this Warrant, the following terms shall have the following
meanings:
(a) “Business Day” means any day
other than Saturday, Sunday or other day on which commercial banks in The City
of New York are authorized or required by law to remain
closed.
(b) “Closing Sale Price” means, for
any security as of any date, the last closing trade price for such security on
the Principal Market, as reported by Bloomberg, 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.
(d) “Eligible Market” means The
New York Stock Exchange, Inc., The NYSE Amex Equities or The NASDAQ Stock
Market.
(e) “Expiration Date” means the
date seven (7) years 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) Intentionally
omitted.
(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).
(l) “VWAP” means, for any date, the
price determined by the first of the following clauses that applies: (a) if the
Common Shares are then listed or quoted on the Principal Market or an Eligible
Market, the daily volume weighted average price of the Common Shares for such
date (or the nearest preceding date) on the trading market on which the Common
Shares are then listed or quoted as reported by Bloomberg L.P. (based on a
Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City
time), (b) if then quoted on the OTC Bulletin Board, the volume
weighted average price of the Common Shares for such date (or the nearest
preceding date) on the OTC Bulletin Board, (c) if the Common Shares are not then
listed or quoted for trading on the OTC Bulletin Board and if prices for the
Common Shares are then reported on Pink Quote published by Pink OTC Markets Inc.
(or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per Common Share so reported, or (d) in all
other cases, the fair market value of one Common Share as determined by an
independent appraiser reasonably acceptable to the Company and selected in good
faith by the Investors identified on those Subscription Agreements executed on
the Subscription Date holding a majority in interest of the Shares issued
pursuant to the Subscription Agreements which are then outstanding, the fees and
expenses of which shall be paid by the Company.
[Signature Page
Follows]
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.
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LIGHTBRIDGE
CORPORATION
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By:
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Name:
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Title:
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EXHIBIT A
EXERCISE NOTICE
TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS
WARRANT TO PURCHASE COMMON SHARES
LIGHTBRIDGE
CORPORATION
The
undersigned holder hereby exercises the right to purchase of the Common
Shares (“Warrant
Shares”) of Lightbridge Corporation, a Nevada corporation (the “Company”), evidenced by the
attached Warrant to Purchase Common Shares (the “Warrant”). Capitalized terms
used herein and not otherwise defined shall have the respective meanings set
forth in the Warrant.
1.
Payment of Exercise
Price. The holder shall pay the Aggregate Exercise Price in the sum of
$_____ to the Company in accordance with the terms of the Warrant.
2.
Delivery of Warrant
Shares. The Company shall deliver to the holder ______ Warrant Shares in
accordance with the terms of the Warrant and, after delivery of such Warrant
Shares,
Warrant Shares remain subject to the Warrant.
3.
Representations and
Warranties. By its delivery of this Exercise Notice, the
undersigned represents and warrants to the Company that in giving effect to the
exercise evidenced hereby the holder will not beneficially own in excess of the
number of Common Shares (determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934) permitted to be beneficially owned under Section 1(d) of the
Warrant.
Date: __________
___, _____
Name of
Registered holder
By:_________________
Name:
Title:
ACKNOWLEDGMENT
The
Company hereby acknowledges this Exercise Notice and hereby directs
[Computershare Trust Company] to issue the above indicated number of Common
Shares in accordance with the Transfer Agent Instructions dated [_________] from
the Company [and acknowledged and agreed to by Computershare Trust
Company].
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LIGHTBRIDGE
CORPORATION
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By:
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Name:
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Title:
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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:
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(Please
Print)
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Address:
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(Please
Print)
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Dated: _________
_____, _____
Holder’s
Signature:
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Holder’s
Address:
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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.