0001144204-15-019142 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 30th, 2015 • Searchlight Minerals Corp. • Metal mining

This Agreement is made pursuant to the Common Stock and Warrant Purchase Agreement, dated as of the date hereof, between the Company and the Purchaser (the “Purchase Agreement”).

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SEARCHLIGHT MINERALS CORP. WARRANT TO PURCHASE COMMON STOCK ****4,250,000 Shares of Common Stock****
Purchase Common Stock • March 30th, 2015 • Searchlight Minerals Corp. • Metal mining • Nevada

THIS WARRANT CERTIFIES THAT, for value received, Luxor Capital Partners, LP (the “Holder”), is entitled to subscribe for and purchase from Searchlight Minerals Corp., a Nevada corporation (the “Company”), up to and including the number of fully paid and nonassessable, restricted shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company set forth above, at the exercise price of $0.50 per share ( the “Warrant Exercise Price”) (and as adjusted from time to time pursuant to Section III hereof), at any time or from time to time from the date first set forth above (the “Issue Date”) and prior to or upon March 25, 2020 (the “Expiration Date”), subject to the provisions and upon the terms and conditions hereinafter set forth:

COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Common Stock and Warrant Purchase Agreement • March 30th, 2015 • Searchlight Minerals Corp. • Metal mining • Nevada

This Common Stock and Warrant Purchase Agreement (this “Agreement”), is made as of March 25, 2015, by and between Searchlight Minerals Corp., a Nevada corporation (the “Company”), and Luxor Capital Partners, LP (the “Investor”).

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