SECURITIES
PURCHASE AGREEMENT


 


This Securities Purchase
Agreement (this “Agreement”) is dated as of June 7, 2012, between Searchlight Minerals Corp., a Nevada corporation
(the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors
and assigns, a “Purchaser” and collectively the “Purchasers”).


 


WHEREAS, subject to
the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the
“Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser,
and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described
in this Agreement.


 


NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:


 


ARTICLE
I

DEFINITIONS


 


1.1.          Definitions.
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the
meanings set forth in this Section 1.1:


 


“Action”
shall have the meaning ascribed to such term in Section 3.1(j).


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person as such terms are used in and construed under Rule 405 under the Securities Act. With respect to a Purchaser,
any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Purchaser
will be deemed to be an Affiliate of such Purchaser.


 


“Business
Day” means any day except Saturday, Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.


 


“Closing”
means the closing of the purchase and sale of the Shares pursuant to Section 2.1.


 


“Closing Date”
means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties thereto,
and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Shares have been satisfied or waived, but in no event later than the third Trading Day following the
date hereof.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common Stock”
means the common stock of the Company, $0.001 par value per share, and any other class of securities into which such securities
may hereafter be reclassified or changed into.


 






    	 



    	 



    
 


“Common Stock
Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time shares of Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other
instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to
receive, shares of Common Stock.


 


“Company Counsel”
means Baker & Hostetler LLP, with offices located at 12100 Wilshire Boulevard, Suite 1500, Los Angeles, California 90025-7120.


 


“Company Form
10-K” means the Annual Report on Form 10-K of Company for the year ended December 31, 2011.


 


“Company SEC
Filings” means the Company Form 10-K and the Quarterly Reports on Form 10-Q and the Current Reports on Form 8-K of the Company,
in each case, filed from the date of the filing of the Company Form 10-K to the date of this Agreement.


 


“Continuous
Disclosure Reports” shall have the meaning ascribed to such term in Section 3.1(h).


 


“Disclosure
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.


 


“Effective
Date” means the date that the initial Registration Statement filed by the Company pursuant to the Registration Rights
Agreement is first declared effective by the Commission.


 


“Environmental
Laws” shall have the meaning ascribed to such term in Section 3.1(ii).


 


“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(r).


 


“Exchange
Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).


 


“Hazardous
Substances” shall have the meaning ascribed to such term in Section 3.1(ii).


 


“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(o).


 


“Liens”
means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).


 






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“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(m).


 


“OTCBB”
means the OTC Bulletin Board on which the Common Stock is currently quoted for trading.


 


“Per Share
Purchase Price” equals $0.90, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations
and other similar transactions of the Common Stock that occur after the date of this Agreement.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.8.


 


“Registration
Rights Agreement” means the Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers,
in the form of Exhibit A attached hereto.


 


“Registration
Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and
covering the resale by the Purchasers of the Shares.


 


“Regulation
D” means Regulation D as promulgated under the Securities Act.


 


“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).


 


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Securities
Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Short Sales”
means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to
include the location and/or reservation of borrowable Common Stock).


 


“Shares”
means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.


 


“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares purchased hereunder as specified below
such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,”
in United States dollars and in immediately available funds.


 






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“Subsidiary”
means any subsidiary of the Company as set forth on Exhibit 21.1 to the Company Form 10-K, and shall, where applicable,
include any subsidiary of the Company formed or acquired after the date hereof.


 


“Trading Day”
means (i) a day on which the Common Stock is traded on a Trading Market or (ii) if the Common Stock is not listed or quoted
on any Trading Market, a day on which the Common Stock is quoted on the OTCBB; provided, that in the event that the Common Stock
is not listed or quoted as set forth in (i) or (ii) hereof, then Trading Day shall mean a Business Day.


 


“Trading Market”
means whichever of the New York Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ
Capital Market on which the Common Stock is listed or quoted for trading on the date in question. 


 


“Transaction
Documents” means this Agreement, the Voting Agreement, the Registration Rights Agreement and any other documents or agreements
executed in connection with the transactions contemplated hereunder.


 


“Transfer
Agent” means Empire Stock Transfer, Inc., with a mailing address of 1859 Whitney Mesa Drive, Henderson, Nevada 89014,
and a facsimile number of (702) 974-1444 and any successor transfer agent of the Company.


 


“Voting Agreement”
means the Voting Agreement, dated the date hereof, between the Company and the Purchaser, in the form of Exhibit B attached
hereto.


 


ARTICLE
II

PURCHASE AND SALE


 


2.1.          Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution
and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly,
agree to purchase, in the aggregate, 4,500,000 Shares, each at the Per Share Purchase Price. Each Purchaser shall deliver to the
Company, via wire transfer, immediately available funds equal to its Subscription Amount and the Company shall deliver to each
Purchaser its respective Shares, as determined pursuant to Section 2.2(b), and the Company and each Purchaser shall
deliver the other items set forth in Section 2.2 at the Closing. Upon satisfaction of the covenants and conditions
set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel, or such other
location as the parties shall mutually agree.


 


2.2.          Deliveries.


 


(a)     On
or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:


 


(i)     this
Agreement duly executed by the Company;


 


(ii)     the
Voting Agreement duly executed by the Company;


 






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(iii)     a
certificate evidencing the formation and good standing of the Company in the State of Nevada issued by the Secretary of State of
Nevada (or comparable office) as of a date within five (5) Business Days of the Closing Date;


 


(iv)     a
copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a
certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase
Price, registered in the name of such Purchaser; and


 


(v)     the
Registration Rights Agreement duly executed by the Company.


 


(b)     In
accordance with Section 4.14 herein, following the Closing Date, Company shall deliver or cause to be delivered to each
Purchaser the following:


 


(i)     a
certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase
Price, registered in the name of such Purchaser; and


 


(c)     On
or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:


 


(i)     this
Agreement duly executed by such Purchaser;


 


(ii)     the
Voting Agreement duly executed by the Purchaser;


 


(iii)     such
Purchaser’s Subscription Amount by wire transfer to the Company; and


 


(iv)     the
Registration Rights Agreement duly executed by such Purchaser, including the Selling Stockholder Questionnaire attached thereto
as Annex B.


 


2.3.          Closing
Conditions.


 


(a)     The
obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:


 


(i)     the
accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein
that have not already been qualified by materiality, and the accuracy in all respects on the Closing Date of the representations
and warranties of the Purchasers contained herein that have been qualified by materiality;


 


(ii)     all
obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been
performed; and


 


(iii)     the
delivery by each Purchaser of the items set forth in Section 2.2(c) of this Agreement.


 






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(b)     The
respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being
met:


 


(i)     the
accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained herein that
have not already been qualified by materiality, and the accuracy in all respects on the Closing Date of the representations and
warranties of the Company contained herein that have been qualified by materiality;


 


(ii)     all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;


 


(iii)     the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;


 


(iv)     there
shall have been no Material Adverse Effect with respect to the Company since the date hereof to the Closing Date; and


 


(v)     from
the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the OTCBB,
at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended
or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the
OTCBB, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there
have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude
in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each
Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing.


 


ARTICLE
III

REPRESENTATIONS AND WARRANTIES


 


3.1.          Representations
and Warranties of the Company. Except as set forth in the Disclosure Schedules delivered to Purchaser by the Company on or
prior to the date of this Agreement, and except as disclosed in the Annual Report on Form 10-K of Company for the year ended December
31, 2011 (the “Company Form 10-K”) and the Quarterly Reports on Form 10-Q and the Current Reports on Form 8-K
of the Company (the “Company SEC Filings”), in each case, filed from the date of the filing of the Company Form
10-K to the date of this Agreement, which Disclosure Schedules and Company SEC Filings shall be deemed a part hereof and, with
respect to the Company SEC Filings, shall qualify any representation or otherwise made herein, and with respect to the Disclosure
Schedules, shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding
section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:


 


(a)     Subsidiaries.
All of the direct and indirect subsidiaries of the Company are set forth on Exhibit 21.1 to the Company Form 10-K. The Company
owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens,
and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable
and free of preemptive and similar rights to subscribe for or purchase securities.


 






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(b)     Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the
requisite power and authority to own and use its properties and assets and to carry on its business as is currently conducted.
Neither the Company nor any Subsidiary is in violation or default of any of the provisions of its respective certificate or articles
of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified
to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of
the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified
or in good standing, as the case may be, could not have or reasonably be expected to result in (i) a material adverse effect on
the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the operations, results
of operations, assets, properties, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries,
taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely
basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”
and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or
curtail such power and authority or qualification.


 


(c)     Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery
of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby
have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company,
its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction
Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms
hereof and thereof, will constitute the valid and binding obligations of the Company enforceable against the Company in accordance
with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors’ rights generally, (ii) as limited by general equitable principles and laws
relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.


 


(d)     No
Conflicts. The execution, delivery and performance of the Transaction Documents by the Company, the issuance and sale of the
Shares and the consummation by the Company of the other transactions contemplated hereby and thereby do not and will not (i) conflict
with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws
or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse
of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company
or any Subsidiary, to the knowledge of the Company, or give to others any rights of termination, amendment, acceleration or cancellation
(with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company
or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property
or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with
or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or
governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations),
or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii)
and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.


 






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(e)     Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than (i) filings
required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Registration Statement,
and (iii) the filing of Form D with the Commission and such filings as are required to be made under applicable state securities
laws (collectively, the “Required Approvals”).


 


(f)     Issuance
of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents,
will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions
on transfer provided for in the applicable Transaction Documents. The Company has reserved from its duly authorized capital stock
the maximum number of shares of Common Stock issuable pursuant to this Agreement.


 


(g)     Capitalization.
The capitalization of the Company is as set forth on Schedule 3.1(g). The
Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other
than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of
Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion or exercise
of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person
has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(g) and as a result of the purchase and
sale of the Shares, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any
Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements
by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents
other than options with respect to options granted to employees, consultants, officers and directors of the Company to purchase
shares of Common Stock of the Company. Except as set forth on Schedule 3.1(g), the issuance and sale of the Shares
will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and
will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under
any of such securities. All of the outstanding capital stock of the Company is validly issued, fully paid and nonassessable, have
been issued in compliance with all federal and state securities laws, and none of such outstanding shares were issued in violation
of any preemptive rights or similar rights to subscribe for or purchase securities. Except as set forth in Section 3.1(e)
above, no further approval or authorization of any stockholder, the board of directors of the Company or others is required for
the issuance and sale of the Shares. Except as set forth on Schedule 3.1(g), there are no stockholder agreements, voting
agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to
the knowledge of the Company, between or among any of the Company’s stockholders.


 






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(h)     Continuous
Disclosure Reports: Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents
required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d)
thereof, for the one year preceding the date hereof (or such shorter period as the Company was required by law or regulation to
file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being
collectively referred to herein as the “Continuous Disclosure Reports”) on a timely basis or has received a
valid extension of such time of filing and has filed any such Continuous Disclosure Reports prior to the expiration of any such
extension. As of their respective dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the
date of such filing), the Continuous Disclosure Reports complied in all material respects with the requirements of the Securities
Act and the Exchange Act, as applicable, and none of the Continuous Disclosure Reports, when filed (or if amended or superseded
by a filing prior to the date of this Agreement, then on the date of such filing), contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in
the Continuous Disclosure Reports complied in all material respects with applicable accounting requirements and the rules and regulations
of the Commission with respect thereto as in effect at the time of filing (or if amended or superseded by a filing prior to the
date of this Agreement, then on the date of such filing). Such financial statements have been prepared in accordance with United
States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”),
except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements
may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company
and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods
then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.


 


(i)     Material
Changes; Undisclosed Events, Liabilities or Developments. Since December 31, 2011, except as specifically disclosed in a subsequent
Continuous Disclosure Report filed prior to the date hereof, (i) there has been no event, occurrence or development that has had
or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities
(contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent
with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP
or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company
has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made
any agreements to purchase or redeem any capital stock and (v) the Company has not issued any equity securities to any officer,
director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission
any request for confidential treatment of information. Except for the issuance of the Shares contemplated by this Agreement, no
event, liability or development has occurred or exists with respect to the Company or its Subsidiaries or their respective business,
properties, operations or financial condition, that would be required to be disclosed by the Company under applicable securities
laws at the time this representation is made or deemed made that has not been publicly disclosed at least one (1) Trading Day prior
to the date that this representation is made.


 






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(j)     Litigation.
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company,
threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator,
governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)
which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Shares
or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect except
as disclosed in the Continuous Disclosure Reports. Neither the Company nor any Subsidiary, nor any director or officer thereof,
is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws
or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated,
any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission
has not issued any stop order or other order suspending the effectiveness of any document or registration statement filed by the
Company or any Subsidiary under the Exchange Act or the Securities Act.


 


(k)     Labor
Relations. No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees
of the Company which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’
employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither
the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe
that their relationships with their employees are good. No executive officer of the Company, to the knowledge of the Company, is,
or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary
information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of
any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries
to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all federal,
state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment
and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.


 






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(l)     Compliance.
Neither the Company nor any Subsidiary (i) is in default under or in violation of (and no event has occurred that has not been
waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the
Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is
bound (whether or not such default or violation has been waived), (ii) is in violation of any order of any court, arbitrator or
governmental body, or (iii) is or has been in violation of any statute, rule or regulation of any governmental authority, including
without limitation all foreign, federal, state and local laws applicable to its business and all such laws that affect the environment,
except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.


 


(m)     Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the Continuous
Disclosure Reports, except where the failure to possess such certificates, authorizations and permits could not reasonably be expected
to result in a Material Adverse Effect, and neither the Company nor any Subsidiary has received any notice of proceedings relating
to the revocation or modification of any such certificates, authorizations, and permits.


 


(n)     Title
to Assets. The Company and its Subsidiaries have good and marketable title in fee simple to all real property owned by them
and good and marketable title in all personal property owned by them that is material to the business of the Company and its Subsidiaries,
in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially
interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries and Liens for the payment
of federal, state or other taxes, for which appropriate reserves have been made therefore in accordance with GAAP and the payment
of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and its
Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in
compliance.


 


(o)     Patents
and Trademarks. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks,
trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property
rights and similar rights necessary or material for use in connection with their respective businesses as described in the Continuous
Disclosure Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual
Property Rights”). Neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of the
Intellectual Property Rights used by the Company or any Subsidiary violates or infringes upon the rights of any Person, which could
reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property
Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The
Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of
their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.


 






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(p)     Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and
in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including,
but not limited to, directors and officers insurance coverage at least equal to $5,000,000. Neither the Company nor any Subsidiary
has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or
to obtain similar coverage from similar insurers as may be necessary to continue its respective business without a significant
increase in cost. The Company and, if applicable, each of the Subsidiaries has sufficiently provided for an adequate reserve related
to present or future abandonment and related costs.


 


(q)     Transactions
With Affiliates and Employees. Except as set forth in the Continuous Disclosure Reports, to the knowledge of the Company, none
of the officers, directors or employees of the Company is presently a party to any transaction with the Company or any Subsidiary
(other than for services as consultants, employees, officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for
the borrowing of money from or lending of money to or otherwise requiring payments to or from any such officer, director or employee
or, to the knowledge of the Company, any entity in which any such officer, director, or employee has a substantial interest or
is an officer, director, trustee or partner, in each case in excess of $60,000 other than for (i) payment of salary or consulting
fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits,
including stock option agreements under any stock option plan of the Company.


 


(r)     Sarbanes-Oxley;
Internal Accounting Controls. Except as set forth in the Continuous Disclosure Reports: (i) the Company is in material compliance
with all provisions of the Sarbanes-Oxley Act of 2002 which are effective and applicable to it as of the Closing Date, (ii) the
Company and the Subsidiaries maintain a system of internal accounting controls designed to provide reasonable assurance that (A)
transactions are executed in accordance with management’s general or specific authorizations, (B) transactions are recorded
as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (C) access
to assets is permitted only in accordance with management’s general or specific authorization, and (D) the recorded accountability
for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences,
(iii) the Company maintains disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
Company and reasonably designed such disclosure controls and procedures to ensure that information required to be disclosed by
the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the
time periods specified in the Commission’s rules and forms, (iv) the Company’s certifying officers have evaluated the
effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s
most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”), (v) the Company
presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the
effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date, and (vi) since the
Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined
in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control
over financial reporting.


 






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(s)     Certain
Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor
or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by
the Transaction Documents. To the knowledge of the Company, the Purchasers shall have no obligation with respect to any fees or
with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section (other than for
Persons engaged by any Purchaser or its investment advisor) that may be due in connection with the transactions contemplated by
the Transaction Documents.


 


(t)     Private
Placement. Assuming the accuracy of the Purchasers representations and warranties set forth in Section 3.2, no
registration under the Securities Act is required for the offer, sale and issuance of the Shares by the Company to the Purchasers
as contemplated hereby. The issuance and sale of the Shares hereunder does not contravene the rules and regulations of the OTCBB.


 


(u)     Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Shares, will not
be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act of 1940, as
amended.


 


(v)     Listing
and Maintenance Requirements. The Company’s Common Stock is quoted on the OTCBB and registered pursuant to Section 12(g)
of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of,
terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the
Commission is contemplating terminating such registration. The Company has not, in the 12 months preceding the date hereof, received
notice from the OTCBB to the effect that the Company is not in compliance with the listing or maintenance requirements of the OTCBB.
The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all
such listing and maintenance requirements.


 


(w)     Application
of Takeover Protections. The Company and its board of directors have taken all necessary action, if any, in order to render
inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents)
or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and
the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation
as a result of the Company’s issuance of the Shares and the Purchasers’ ownership of the Shares.


 


(x)     Disclosure.
All disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company, its business and the transactions
contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue
statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light
of the circumstances under which they were made, not misleading. The Company acknowledges and agrees that no Purchaser makes or
has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set
forth in Section 3.2 hereof.


 






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(y)     No
Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,
none of the Company, its Affiliates, or any Person acting on its or their behalf has, directly or indirectly, made any offers or
sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Shares
to be integrated with prior offerings by the Company within the last six months for purposes of the Securities Act which would
require the registration of any such securities under the Securities Act.


 


(z)     Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and each Subsidiary has filed all necessary federal, state, local and foreign income and franchise
tax returns and has paid or accrued all taxes shown as due thereon, and the Company has no knowledge of a tax deficiency which
has been asserted or threatened against the Company or any Subsidiary.


 


(aa)     No
General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Shares
by any form of “general solicitation” or “general advertising,” as such terms are defined in Regulation
D. The Company has offered the Shares for sale only to the Purchasers and certain other “accredited investors” within
the meaning of Rule 501(a) under Regulation D.


 


(bb)     Foreign
Corrupt Practices. To the knowledge of the Company, neither the Company, nor any agent or other person acting on behalf of
the Company, has (i) directly or indirectly, used any corporate funds for unlawful contributions, gifts, entertainment or other
unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government
officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose
fully any contribution made by the Company (or made by any person acting on its behalf of which the Company is aware) which is
in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.


 


(cc)     Accountants.
The Company’s auditor is Brown Armstrong Accountancy Corporation, Certified Public Accountants. Such accounting firm (i)
is a registered public accounting firm as required by the Exchange Act and (ii) has expressed its opinion with respect to the financial
statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.


 


(dd)     No
Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated
by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company which
could affect the Company’s ability to perform any of its obligations under any of the Transaction Documents, and the Company
is current with respect to any fees owed to its accountants and lawyers.


 






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(ee)     Acknowledgment
Regarding Purchasers’ Purchase of Shares. The Company acknowledges and agrees that each of the Purchasers is acting solely
in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in
any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given
by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions
contemplated thereby is merely incidental to the Purchasers’ purchase of the Shares. The Company further represents to each
Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely
on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.


 


(ff)     Acknowledgement
Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding
(except for Sections 3.2(g) and 4.13 hereof), it is understood and acknowledged by the Company (i) that none
of the Purchasers have been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling,
long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company
or to hold the Shares for any specified term; (ii) that past or future open market or other transactions by any Purchaser, and
specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of
this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities;
(iii) that any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party,
directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) that each Purchaser shall
not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative”
transaction. The Company further understands and acknowledges that (a) one or more Purchasers may engage in hedging activities
at various times during the period that the Shares are outstanding, and (b) such hedging activities (if any) could reduce the value
of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted.
The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.


 


(gg)     Regulation
M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of,
any of the Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities
of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent in
connection with the placement of the Shares.


 






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(hh)     Form
S-3 Eligibility. The Company reasonably believes that, on the date of this Agreement, it is eligible to register the resale
of the Shares for resale by the Purchasers on Form S-3 promulgated under the Securities Act; provided, that if any regulatory authority
shall advise the Company that it is not so eligible, the Company will be eligible to register the resale of the Shares for resale
by the Purchasers on Form S-1 promulgated under the Securities Act.


 


(ii)     Environmental
Matters. With respect to the Company and each of the Subsidiaries, except to the extent that any violation or other matter
referred to in this subparagraph does not have a Material Adverse Effect: (i) the Company and its Subsidiaries are in material
compliance with all applicable federal, state or local laws, regulations, orders, government decrees or ordinances with respect
to environmental, health or safety matters (collectively, “Environmental Laws”); (ii) the Company and its Subsidiaries
have operated its business at all times and have received, handled, used, stored, treated, shipped and disposed of all Hazardous
Substances in material compliance with Environmental Laws; (iii) the Company and its Subsidiaries have had no spills, releases,
deposits or discharges of Hazardous Substances into the ground, air or into any body of water that are the subject of any outstanding
cleanup order by a governmental authority; (iv) no orders, directives or notices have been issued and remain outstanding with respect
to a material violation of any Environmental Laws relating to the business or assets of the Company and its Subsidiaries; (v) the
Company and its Subsidiaries have not failed to report to the proper federal, state, local or other political subdivision, government,
department, commission, board, bureau, agency or instrumentality, domestic or foreign the occurrence of any material violation
of any Environmental Laws which is required to be so reported under Environmental Laws; (vi) the Company and its Subsidiaries hold
all licenses, permits and approvals required under any Environmental Laws in connection with the operation of its business and
the ownership and use of its assets, all such licenses, permits and approvals are in full force and effect, and except for (1)
notifications and conditions of general application to assets of the type owned by the Company or its Subsidiaries, and (2) notifications
relating to reclamation, remediation or similar obligations under Environmental Laws, the Company and its Subsidiaries have not
received any notification pursuant to any Environmental Laws that any work, repairs, construction or capital expenditures are required
to be made by it as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued
pursuant thereto, or that any license, permit or approval referred to above is about to be reviewed, made subject to limitation
or conditions, revoked, withdrawn or terminated; and (vii) except as allowed by law, the assets and properties of the Company and
each Subsidiary do not contain any chemical or other substance that is prohibited or limited by law, or that might pose a hazard
to health or safety (including, but not limited to, asbestos, asbestos−containing materials, radon gas, urea formaldehyde
foam insulation and polychlorinated biphenyls; or any other substance deemed to be a “hazardous material,” “toxic
substance,” “hazardous substance” or “hazardous waste” (collectively “Hazardous Substances”),
by, without limiting the generality of the foregoing, the United States Environmental Protection Agency or in the Resource Conservation
and Recovery Act of 1976, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Hazardous Materials
Transportation Act, the Clean Air Act, the Clean Water Act, the Safe Drinking Water Act, the National Environmental Policy Act
of 1969, the Superfund Amendment and Reauthorization Act of 1986 and Title III of the Superfund Amendment and Rehabilitation Act,
Nevada Revised Statutes Chapter 40 and Chapter 459, or any and all regulations promulgated under any such law; or any and all similar
or successor laws.


 






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(jj)     Solvency.
The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation
under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. For the purposes of this
Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other
than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent
obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated
balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under
leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to
any Indebtedness


 


3.2.          Representations
and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as
of the date hereof and as of the Closing Date to the Company as follows:


 


(a)     Organization;
Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions
contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and
delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents
have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document
to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms
hereof, will constitute the valid and legally binding obligations of such Purchaser, enforceable against it in accordance with
its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by general equitable principles and laws relating to
the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and
contribution provisions may be limited by applicable law.


 


(b)     Own
Account. Such Purchaser understands that the Shares are “restricted securities” and have not been registered under
the Securities Act or any applicable state securities law and is acquiring the Shares as principal for its own account and not
with a view to or for distributing or reselling such Shares or any part thereof in violation of the Securities Act or any applicable
state securities law, has no present intention of distributing any of the Shares in violation of the Securities Act or any applicable
state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding
the distribution of the Shares (this representation and warranty not requiring such Purchaser to hold the Shares for any minimum
or other specific term nor limiting such Purchaser’s right to sell the Shares at any time pursuant to the Registration Statement
or otherwise in compliance with federal and state securities laws) in violation of the Securities Act or any applicable state securities
law. Such Purchaser is acquiring the Shares hereunder in the ordinary course of its business.


 


(c)     Purchaser
Status. At the time such Purchaser was offered the Shares, it was, and at the date hereof it is an “accredited investor”
as defined in Rule 501(a) of Regulation D under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer
under Section 15 of the Exchange Act.


 






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(d)     Residence.
The Purchaser is a resident of the jurisdiction disclosed under “Address for Notice of Purchaser” on the Purchaser’s
signature page to this Agreement and has received and accepted the offer to purchase the Shares in such jurisdiction.


 


(e)     Experience
of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Shares, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of
an investment in the Shares and, at the present time, is able to afford a complete loss of such investment. Such Purchaser acknowledges
that it has been encouraged to obtain independent legal, income tax and investment advice with respect to its subscription for,
and the restrictions on resale of, the Shares and accordingly, has had the opportunity to acquire an understanding of the meanings
of all terms contained herein relevant to such Purchaser for purposes of giving representations, warranties and covenants under
this Agreement.


 


(f)     General
Solicitation. Such Purchaser is not purchasing the Shares as a result of any “general solicitation” or “general
advertising,” as such terms are defined in Regulation D, which includes, but is not limited to, any advertisement, article,
notice or other communication regarding the Shares published in any newspaper, magazine or similar media or on the internet or
broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or general advertisement.


 


(g)     Short
Sales and Confidentiality Prior To The Date Hereof. Other than consummating the transactions contemplated hereunder, such Purchaser
has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed
any purchases or sales, including Short Sales, of the securities of the Company during the period commencing from the time that
such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting
forth the material terms of the transactions contemplated hereunder until the date hereof (“Discussion Time”).
Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio
managers manage separate portions of such Purchaser's assets and the portfolio managers have no direct knowledge of the investment
decisions made by the portfolio managers managing other portions of such Purchaser's assets, the representation set forth above
shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase
the Shares covered by this Agreement. Other than to other Persons party to this Agreement, such Purchaser has maintained the confidentiality
of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).


 


(h)     Reliance
on Exemptions. Such Purchaser understands that the Shares are being offered, sold and issued to it in reliance on specific
exemptions from the prospectus and registration requirements of federal and state securities laws and that the Company is relying
upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility
of such Purchaser to acquire the Shares.


 






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(i)     No
Governmental Review. Such Purchaser understands that no federal or state agency or any other government or governmental agency
has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the Shares
nor have such authorities passed upon or endorsed the merits of the offering of the Shares.


 


(j)     No
Conflicts. The execution, delivery and performance by such Purchaser of Transaction Documents and the consummation by such
Purchaser of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents
of such Purchaser (to the extent applicable) (ii) conflict with, or constitute a default (or an event which with notice or
lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture or instrument to which such Purchaser is a party, or (iii) result in a violation of any law,
rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Purchaser, except
in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or
in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to perform its obligations
hereunder.


 


(k)     Brokers
and Finders. No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right,
interest or claim against or upon the Company or such Purchaser for any commission, fee or other compensation pursuant to any agreement,
arrangement or understanding with a placement agent entered into by or on behalf of such Purchaser.


 


(l)     Prior
Arrangements. No Person has made to such Purchaser any written or oral representations (i) that any Person will resell or repurchase
the Shares, (ii) that any person will refund the purchase price of the Shares, or (iii) as to the future price or value of the
Shares.


 


ARTICLE
IV

OTHER AGREEMENTS OF THE PARTIES


 


4.1.          Transfer
Restrictions.


 


(a)     The
Shares may only be disposed of in compliance with federal and state securities laws. In connection with any transfer of Shares
other than pursuant to an effective registration statement or Rule 144, to the Company, to an Affiliate of a Purchaser or in connection
with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company
an opinion of counsel selected by the transferor and reasonably
acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect
that such transfer does not require registration of such transferred Shares under the Securities Act. As a condition of transfer
and pursuant to Section 5.7, any such transferee shall agree in writing to be bound by the terms of this Agreement
and shall have the rights of a Purchaser under Transaction Documents.


 






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(b)     The
Purchasers agree to the imprinting, so long as is required by this Section 4.1(f), of a legend on any of the Shares
in the following form:


 


THESE SECURITIES HAVE
NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND APPLICABLE STATE SECURITIES
LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL OF RECOGNIZED
STANDING TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITY, PROVIDED, HOWEVER, ANY TRANSFER OF THE SECURITY
RESULTING FROM SUCH PLEDGE MUST COMPLY WITH THE FOREGOING.


 


The Company acknowledges
and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer
or grant a security interest in some or all of the Shares to a financial institution that is an “accredited investor”
as defined in Rule 501(a) of Regulation D and who agrees to be bound by the provisions of the Transaction Documents and, if required
under the terms of such arrangement, such Purchaser may transfer pledged or secured Shares to the pledgees or secured parties as
long as such transfer complies with applicable federal and state securities laws. Except as set forth herein, such a pledge or
transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or
pledgor shall be required in connection therewith; provided, however, with respect to any such transfer, the Company
may reasonably request information from such transferee in order to satisfy itself that such transfer is exempt from registration
under the applicable federal and state securities laws. Notice shall be required of such pledge. At the appropriate Purchaser’s
expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Shares may reasonably
request in connection with a pledge or transfer of the Shares, including, if the Shares are subject to registration pursuant to
the Registration Rights Agreement, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under
the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders
thereunder.


 


(c)     Each
Purchaser, severally and not jointly with the other Purchasers, agrees that such Purchaser will sell any Shares pursuant to either
the prospectus and registration requirements of the Securities Act, or an exemption therefrom, and that if Shares are sold pursuant
to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges
that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 4.1 is
predicated upon the Company’s reliance upon this understanding.


 






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4.2.          Furnishing
of Information. Until the earliest of the time that no Purchaser owns any Shares, the Company covenants to timely file (or
obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company
after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the
Exchange Act. As long as any Purchaser owns any Shares, if the Company is not required to file reports pursuant to the Exchange
Act, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c) such information
as is required for the Purchasers to sell the Shares, including without limitation, under Rule 144. The Company further covenants
that it will take such further action as any holder of Shares may reasonably request, to the extent required from time to time
to enable such Person to sell such Securities without registration under the Securities Act, including without limitation, within
the requirements of the exemption provided by Rule 144.


 


4.3.          Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
in Section 2 of the Securities Act) that would be integrated with the offer, sale or issuance of the Shares in a manner within
six months following the close of this offering that would require the registration under the Securities Act of the sale of the
Shares to the Purchasers.


 


4.4.          Securities
Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. (New York City time) on the Trading Day immediately following the
date hereof, issue (i) a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, and
filing the Transaction Documents as exhibits thereto. The Company and Luxor Capital Group, LP (Attn: Norris Nissim, General Counsel)
shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither
the Company nor any Purchaser shall issue any such press release or otherwise make any such public statement without the prior
consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of Luxor Capital Group,
LP (Attn: Norris Nissim, General Counsel), which shall be the designated representative of each Purchaser for such purpose, with
respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure
is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public
statement or communication. Further, the parties acknowledge and agree that all such press releases shall conform with the requirements
of Rule 135c of the Securities Act. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser,
or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the
prior written consent of such Purchaser, except (i) as required by federal securities law in connection with the registration statement
contemplated by the Registration Rights Agreement and (ii) to the extent such disclosure is required by law or Trading Market regulations,
in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (ii).


 






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4.5.          Stockholder
Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any
Purchaser is an “Acquiring Person” under any control stock acquisition, business combination, poison pill (including
any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company,
or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities
under the Transaction Documents or under any other agreement between the Company and the Purchasers.


 


4.6.          Non-Public
Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
the Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser or its agents
or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such
Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands
and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.


 


4.7.          Use
of Proceeds. The Company shall use the net proceeds from the sale of the Shares hereunder for working capital purposes and
shall not use such proceeds for the satisfaction of any portion of the Company’s debt (other than payment of trade payables
in the ordinary course of the Company’s business and prior practices), or to redeem any shares of Common Stock or Common
Stock Equivalents or to settle any outstanding litigation.


 


4.8.          Indemnification
of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser
and its directors, officers, stockholders, members, partners, employees and agents (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, stockholders,
agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles
notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”)
harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments,
amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser
Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or
agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against a Purchaser
in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such
Purchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon
a breach of such Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or
understandings such Purchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities
laws or any conduct by such Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance).


 


4.9.          Reservation
of Shares of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep
available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the
Company to issue Shares pursuant to this Agreement. The Company is authorized to issue 400,000,000 shares of Common Stock. If after
the Closing Date, the Company amends its articles or certificate of incorporation or similar charter document to limit the number
of shares of Common Stock that the Company is authorized to issue, it shall maintain a reserve from its duly authorized shares
of Common Stock for issuance pursuant to the Transaction Documents in such amount as may be required to fulfill its obligations
in full under the Transaction Documents.


 






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4.10.          Listing
of Common Stock. The Company hereby agrees to use best efforts to maintain the quotation of the Common Stock on the OTCBB.
The Company further agrees, if the Company applies to have the Common Stock traded on any Trading Market, it will include in such
application all of the Shares, and will take such other action as is necessary to cause all of the Shares to be listed or quoted
on such Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue the quotation
and trading of its Common Stock on the OTCBB and will comply in all respects with the Company’s reporting, filing
and other obligations under the bylaws or rules of the OTCBB.


 


4.11.          Equal
Treatment of Purchasers. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification
of any provision of any of the Transaction Documents unless the same consideration is also offered to all of the parties to the
Transaction Documents. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the
Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall
not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting
of Shares.


 


4.12.          Short
Sales and Confidentiality After The Date Hereof. Each Purchaser severally and not jointly with the other Purchasers, covenants
that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any Short Sales during
the period commencing at the Discussion Time and ending at the time that the transactions contemplated by this Agreement are first
publicly announced following their consummation as described in Section 4.4. Each Purchaser, severally and not jointly
with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed
by the Company as described in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms
of this transaction and the information included in the Disclosure Schedules. Each Purchaser understands and acknowledges, and
agrees, severally and not jointly with any other Purchaser, to act in a manner that will not violate the positions of the Commission
as set forth in Item 65, Section 5 under Section A, of the Manual of Publicly Available Telephone Interpretations, dated July 1997,
compiled by the Office of Chief Counsel, Division of Corporation Finance. Notwithstanding the foregoing, no Purchaser makes any
representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the time
that the transactions contemplated by this Agreement are first publicly announced following their consummation as described in
Section 4.4. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby
separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct
knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets,
the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made
the investment decision to purchase the Shares covered by this Agreement.


 






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4.13.          Delivery
of Shares After Closing. The Company shall deliver, or cause to be delivered, the respective Shares purchased by each Purchaser
to such Purchaser within three (3) Trading Days of the Closing Date.


 


4.14.          Form
D; Blue Sky and other filings. The Company agrees to timely file a Form D with respect to the Shares as required under Regulation
D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall
reasonably determine is necessary in order to obtain an exemption for, or to qualify the Shares for, sale to the Purchasers at
the Closing under applicable securities or “Blue Sky” laws, and shall provide evidence of such actions promptly upon
request of any Purchaser.


 


ARTICLE
V

MISCELLANEOUS


 


5.1.          Termination.
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect
whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing
has not been consummated on or before June 15, 2012; provided, however, that no such termination will affect the right of any party
to sue for any breach by the other party (or parties).


 


5.2.          Fees
and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and
expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident
to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent
fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Shares to the Purchasers. Each Purchaser
acknowledges and agrees that all costs incurred by such Purchaser (including any fees and disbursements of any special counsel
retained by such Purchaser) relating to the sale of the Shares to such Purchaser are to be borne by such Purchaser. Each Purchaser,
on its own behalf and, if applicable, on behalf of others for whom it is contracting hereunder, agrees that this subscription is
made for valuable consideration and may not be withdrawn, cancelled, terminated or revoked by such Purchaser, on its own behalf
and, if applicable, on behalf of others for whom it is contracting hereunder.


 


5.3.          Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of
the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with
respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


5.4.          Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30 p.m. (New York City time)
on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile
at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30
p.m. (New York City time) on any Trading Day, (c) the 2nd Trading Day following the date of mailing, if sent by U.S. nationally
recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The
address for such notices and communications shall be as set forth on the signature pages attached hereto.


 






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5.5.          Amendments;
Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment,
by the Company and the Purchasers of at least 50% of the Shares still held by the Purchasers or, in the case of a waiver, by the
party against whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise
any right hereunder in any manner impair the exercise of any such right.


 


5.6.          Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.


 


5.7.          Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns; provided, however, the rights under this Agreement shall not be assignable if the applicable securities are transferred
pursuant to (i) an effective registration statement under the Securities Act, or (ii) Rule 144 under the Securities Act. The Company
may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (other
than by merger). Except as set forth herein, any Purchaser may assign any or all of its rights under this Agreement to any Person
to whom such Purchaser assigns or transfers any Shares provided such transferee agrees in writing to be bound, with respect to
the transferred Shares, by the provisions of the Transaction Documents that apply to the “Purchasers.”


 


5.8.          No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise
set forth in Section 4.8.


 


5.9.          Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party
hereto or its respective affiliates, directors, officers, stockholders, employees or agents) shall be commenced exclusively in
the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement
of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper
or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action or
proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall
be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding.


 






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5.10.          Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Shares.


 


5.11.          Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


 


5.12.          Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 


5.13.          Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of)
any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser
may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand
or election in whole or in part without prejudice to its future actions and rights.


 


5.14.          Replacement
of Shares. If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, the Company shall
issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu
of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the
Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also
pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Shares.


 






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5.15.          Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of
the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the
Transaction Documents and hereby agrees to waive and not to assert in any action for specific performance of any such obligation
the defense that a remedy at law would be adequate.


 


5.16.          Payment
Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document
or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or
exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from,
disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person
under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action),
then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 


5.17.          Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several
and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any
other Transaction Document, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers
as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are
in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction
Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation, the
rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser
to be joined as an additional party in any proceeding for such purpose. Each Purchaser has been represented by its own separate
legal counsel in their review and negotiation of the Transaction Documents.


 


5.18.          Construction.
The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments hereto.


 


5.19.          Waiver
of Jury Trial. In any action, suit or proceeding in any jurisdiction brought by any party against any other party, the parties
each knowingly and intentionally, to the greatest extent permitted by applicable law, hereby absolutely, unconditionally, irrevocably
and expressly waives forever trial by jury


 


5.20.          Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day.


 


(Signature Pages Follow)


 






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IN WITNESS WHEREOF,
the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 


	SEARCHLIGHT MINERALS CORP.	 	Address for Notice:
	 	 	 
	By:	 	 	2441 W. Horizon Ridge Parkway
	 	Name: Martin B. Oring	 	Suite 120
	 	Title:   Chief Executive Officer	 	Henderson, NV  89052
	With a copy to (which shall not constitute notice):	 	Fax:  (702) 451-4939




 


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 






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[PURCHASER SIGNATURE PAGES TO SECURITIES
PURCHASE AGREEMENT] 


 


IN WITNESS WHEREOF,
the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as
of the date first indicated above.


 


Name of Purchaser:
________________________________________________________________________________________________


 


Signature of Authorized Signatory of Purchaser:  ________________________________________________________________________


 


Name of Authorized Signatory: _______________________________________________________________________________________


 


Title of Authorized Signatory: ________________________________________________________________________________________


 


Email Address of Purchaser: _________________________________________________________________________________________


 


Fax Number of Purchaser: ___________________________________________________________________________________________


 


Address for Notice of Purchaser: 


 


 


Address for Delivery of Shares for Purchaser (if not same as
above):


 


Subscription Amount: $


Number of shares of Common Stock: __________________________________________________


EIN Number: [PROVIDE THIS UNDER SEPARATE COVER]


 






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