Exhibit 10.2


 





THIS WARRANT AND THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE
ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.


 


Warrant No. 2015-03-25-01


 


March 25, 2015


 


SEARCHLIGHT MINERALS CORP.


 


WARRANT TO PURCHASE
COMMON STOCK


****4,250,000 Shares of Common Stock****


 


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


 


I.Method of
Exercise; Cash Payment; Issuance of New Warrant.


 


A.Subject to the
provisions of this Warrant, the purchase right represented by this Warrant may be exercised by the Holder hereof, in whole or in
part and from time to time, at the election of the Holder hereof, by the surrender of this Warrant (with the notice of exercise
substantially in the form attached hereto as Exhibit A duly completed and executed) at the principal executive
offices of the Company and accompanied by payment to the Company, by wire transfer to an account designated by the Company, of
an amount equal to the then applicable Warrant Exercise Price multiplied by the number of Warrant Shares then being purchased.


 


B.The person or
persons in whose name(s) any certificate(s) representing the shares of the Company’s capital stock to be issued upon exercise
of this Warrant (the “Warrant Shares”) shall be deemed to have become the holder(s) of record of, and shall
be treated for all purposes as the record holder(s) of, the shares represented thereby (and such shares shall be deemed to have
been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event
of any exercise of the rights represented by this Warrant, certificates for the Warrant Shares so purchased shall be delivered
to the Holder hereof as soon as possible and in any event within twenty (20) days after such exercise and, unless this Warrant
has been fully exercised or expired, a new warrant having the same terms as this Warrant and representing the remaining portion
of such shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder
hereof as soon as possible and in any event within such 20-day period.


 


II.Reservation
of Shares. During the period within which the rights represented by this Warrant may be exercised, the Company will at all
times have authorized, and reserved for the purpose of the issuance upon exercise of the purchase rights evidenced by this Warrant
a sufficient number of shares of its capital stock to provide for the exercise of the rights represented by this Warrant.


 






    	 



    	 



    

 


III.Adjustment
of Warrant Exercise Price and Number of Shares. The number and kind of securities purchasable upon the exercise of this Warrant
and the Warrant Exercise Price shall be subject to adjustment to the nearest whole share (one-half and greater being rounded upward)
and nearest cent (one-half cent and greater being rounded upward) from time to time upon the occurrence of certain events, as follows.
Each of the adjustments provided by the subsections below shall be deemed separate adjustments and any adjustment of this
Warrant pursuant to one subsection of this Section III shall preclude additional adjustments for the same event or transaction
by the remaining subsections.


 


A.Reclassification.
In case of any reclassification or change of securities of the class issuable upon exercise of this Warrant (other than a change
in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination)
into the same or a different number or class of securities, the Company shall duly execute and deliver to the Holder of this Warrant
a new warrant (in form and substance reasonably satisfactory to the Holder of this Warrant), so that the Holder of this Warrant
shall thereafter be entitled to receive upon exercise of this Warrant, at a total purchase price not to exceed that payable upon
the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Common Stock theretofore issuable upon exercise
of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification
or change by a holder of the number of shares then purchasable under this Warrant. The Company shall deliver such new warrant as
soon as possible and in any event within 20 days after such reclassification or change. Such new warrant shall provide for adjustments
that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section III. The provisions of
this subparagraph (A) shall similarly apply to successive reclassifications or changes.


 


B.Stock Splits
or Combination of Shares. If the Company at any time while this Warrant remains outstanding and unexpired shall subdivide (by
stock split) or combine (by reverse stock split) its outstanding shares of capital stock of the class into which this Warrant is
exercisable, the Warrant Exercise Price shall be proportionately decreased in the case of a subdivision or increased in the case
of a combination, effective at the close of business on the date the subdivision or combination becomes effective and the number
of shares of Common Stock issuable upon exercise of this Warrant shall be proportionately increased in the case of a subdivision
or decreased in the case of a combination, and in each case to the nearest whole share, effective at the close of business on the
date the subdivision or combination becomes effective. The provisions of this subparagraph (B) shall similarly apply to successive
subdivisions or combinations of outstanding shares of capital stock into which this Warrant is exercisable.


 


C.Common Stock
Dividends. If the Company at any time while this Warrant is outstanding and unexpired shall pay a dividend with respect to
Common Stock payable in Common Stock, then (i) the Warrant Exercise Price shall be adjusted, from and after the date of determination
of stockholders entitled to receive such dividend or distribution (the “Record Date”), to that price determined
by multiplying the Warrant Exercise Price in effect immediately prior to such date of determination by a fraction (A) the numerator
of which shall be the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution, and
(B) the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such dividend or
distribution and (ii) the number of shares of Common Stock issuable upon exercise of this Warrant shall be proportionately adjusted,
to the nearest whole share, from and after the Record Date by multiplying the number of shares of Common Stock purchasable hereunder
immediately prior to such Record Date by a fraction (A) the numerator of which shall be the total number of shares of Common Stock
outstanding immediately after such dividend or distribution, and (B) the denominator of which shall be the total number of shares
of Common Stock outstanding immediately prior to such dividend or distribution. The provisions of this subparagraph (C) shall similarly
apply to successive Common Stock dividends by the Company.


 






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IV.Notice of
Adjustments. Whenever the Warrant Exercise Price or the number of shares of Common Stock purchasable hereunder shall be adjusted
pursuant to Section III above, the Company shall deliver a written notice, setting forth, in reasonable detail, the event requiring
the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Warrant Exercise Price
and the number of shares of Common Stock purchasable hereunder after giving effect to such adjustment, and shall use commercially
reasonable efforts to cause copies of such notice to be delivered to the Holder of this Warrant within twenty (20) days after the
occurrence of the event resulting in such adjustment at such Holder’s last known address in accordance with Section IX hereof.


 


V.Fractional
Shares. No fractional shares will be issued in connection with any exercise hereunder, but in lieu of such fractional shares,
the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number.


 


VI.Compliance
with Securities Act of 1933; Transfer of Warrant or Shares.


 


A.Compliance with
Securities Act of 1933. The Holder of this Warrant, by acceptance hereof, agrees that this Warrant, the Warrant Shares and
the capital stock issuable upon conversion of the Warrant Shares (collectively, the “Securities”) are being
acquired for investment and that such holder will not offer, sell, transfer or otherwise dispose of the Securities except under
circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”)
and any applicable state securities laws. Upon exercise of this Warrant, unless the Warrant Shares being acquired are registered
under the Securities Act and any applicable state securities laws or an exemption from such registration is available, the Holder
hereof shall confirm in writing that the Warrant Shares so purchased are being acquired for investment and not with a view toward
distribution or resale in violation of the Securities Act and shall confirm such other matters related thereto as may be reasonably
requested by the Company. The Warrant Shares (unless registered under the Securities Act and any applicable state securities laws)
shall be stamped or imprinted with a legend in substantially the following form:


 


THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR EVIDENCE
SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.


 


Such legend shall be removed by the Company,
upon the request of a Holder, at such time as the restrictions on the transfer of the applicable security shall have terminated.


 


B.Transferability
of the Warrant. Notwithstanding anything herein to the contrary, the Warrants shall be transferable to any other person with
the prior written consent of the Company, which shall not be unreasonably withheld.


 


C.Method of Transfer.
With respect to any offer, sale, transfer or other disposition of the Securities, the Holder hereof shall prior to such offer,
sale, transfer or other disposition:


 


(i)surrender this
Warrant or certificate representing Warrant Shares at the principal executive offices of the Company or provide evidence reasonably
satisfactory to the Company of the loss, theft or destruction of this Warrant or certificate representing Warrant Shares and an
indemnity agreement reasonable satisfactory to the Company,


 






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(ii)pay any applicable
transfer taxes or establish to the satisfaction of the Company that such taxes have been paid,


 


(iii)deliver a
written assignment to the Company in substantially the form attached hereto as Exhibit B or appropriate stock power
duly completed and executed prior to transfer, describing briefly the manner thereof, and


 


(iv)deliver evidence,
including a written opinion of such Holder’s counsel if reasonably requested by the Company, to the effect that such offer,
sale, transfer or other disposition may be effected without registration or qualification (under the Securities Act as then in
effect and any applicable state securities law then in effect) of the Securities.


 


As soon as reasonably
practicable after receiving the items set forth above, the Company shall notify the Holder that it may sell, transfer or otherwise
dispose of the Securities, all in accordance with the terms of the notice delivered to the Company. If a determination has been
made pursuant to this Section VI.C. that the opinion of counsel for the Holder or other evidence is not reasonably satisfactory
to the Company, the Company shall so notify the Holder promptly with details of such determination. Notwithstanding the foregoing,
the Securities may, as to such federal laws, be offered, sold or otherwise disposed of in accordance with Rule 144 under the Securities
Act if the Company satisfied the provisions thereof and provided that the Holder shall furnish such information as the Company
may reasonably request to provide a reasonable assurance that the provisions of Rule 144 have been satisfied. Each certificate
representing this Warrant or Warrant Shares thus transferred (except a transfer pursuant to Rule 144 or an effective registration
statement) shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with applicable
federal and state securities laws, unless in the aforesaid opinion of counsel to the Holder and to the reasonable satisfaction
of the Company, such legend is not required in order to ensure compliance with such laws. Upon any partial transfer of this Warrant,
the Company will issue and deliver to such new holder a new warrant (in form and substance similar to this Warrant) with respect
to the portion transferred and will issue and deliver to the Holder a new warrant (in form and substance similar to this Warrant)
with respect to the portion not transferred as soon as possible and in any event within 20 days after such transfer.


 


VII.No Rights
as Shareholders; Information. Prior to exercise of this Warrant, the Holder of this Warrant, as such, shall not be entitled
to vote the Warrant Shares or receive dividends on or be deemed the holder of such shares, nor shall anything contained herein
be construed to confer upon the Holder of this Warrant, as such, any of the rights of a shareholder of the Company or any right
to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to receive notice
of meetings, or to receive dividends or subscription rights or otherwise until this Warrant shall have been exercised and the shares
of Common Stock purchasable upon the exercise hereof shall have become deliverable, as provided herein.


 


VIII.Modification
and Waiver; Effect of Amendment or Waiver. This Warrant and any provision hereof may be modified, amended, waived, discharged
or terminated only by an instrument in writing, designated as an amendment to this Warrant and executed by a duly authorized officer
of the Company and the Holder of this Warrant. Any waiver or amendment effected in accordance with this Section VIII shall be binding
upon the Holder, each future holder of this Warrant or of any shares purchased under this Warrant (including securities into which
such shares have been converted) and the Company.


 


IX.Notices.
Any notice, request, communication or other document required or permitted to be given or delivered to the Holder hereof or the
Company shall be in the manner set forth in the Subscription Agreement between Company and Holder.


 






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X.Reorganizations.
In case of any reorganization of the Company, or in case of the consolidation or merger of the Company with or into any other legal
entity (other than a merger or consolidation in which the Company is the continuing legal entity) or of the sale of the properties
and assets of the Company as, or substantially as, an entirety to any other legal entity (collectively, "Reorganizations"),
each Warrant shall after such Reorganization be exercisable, upon the terms and conditions specified in this Warrant Certificate,
for the stock or other securities or property (including cash) to which a holder of the number of Common Shares purchasable (at
the time of such Reorganization) upon exercise of such Warrant would have been entitled upon such Reorganization if such Warrant
had been exercised in full immediately prior to such Reorganization; and in any such case, if necessary, the provisions set forth
in this Section X with respect to the rights and interests thereafter of the holders of the Warrants shall be appropriately adjusted
so as to be applicable, as nearly as may reasonably be, to any such stock or other securities or property thereafter deliverable
upon exercise of the Warrants.


 


XI.Lost Warrants
or Stock Certificates. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation
of this Warrant or any stock certificate and, in the case of any such loss, theft or destruction, upon receipt of an indemnity
agreement reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such
mutilated Warrant or stock certificate, the Company will issue and deliver a new warrant (containing the same terms as this Warrant)
or stock certificate, in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate.


 


XII.Descriptive
Headings. The descriptive headings of the several paragraphs of this Warrant are inserted for convenience only and do not constitute
a part of this Warrant. The language in this Warrant shall be construed as to its fair meaning without regard to which party drafted
this Warrant.


 


XIII.Governing
Law. This Warrant shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the
laws of the State of Nevada, without reference to principles governing choice or conflicts of laws.


 


XIV.Entire Agreement.
This Warrant constitutes the full and entire understanding and agreement between the parties with regard to the subject matter
hereof and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral
or written, with respect to such subject matter.


 


XV.No Impairment.
The Company will not, by an voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed
or performed under this Warrant by the Company, but will at all times in good faith assist in carrying out all the provisions of
this Warrant and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of the Holder
of this Warrant against impairment.


 


XVI.Issue Taxes.
The Company shall pay any and all issue and other taxes payable in respect of any issue or delivery of Common Stock upon the exercise
of this Warrant that may be imposed under the laws of the United States of America or by any state, political subdivision or taxing
authority of the United States of America; provided, however, that the Company shall not be required to pay any tax or taxes
that may be payable in respect of any transfer involved in the issue or delivery of any Warrant or certificates for Common Stock
in a name other than that of the registered holder of such Warrant, and no such issue or delivery shall be made unless and until
the person or entity requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established
to the satisfaction of the Company that such tax has been paid.


 


XVII.Severability.
In the event that any one or more of the provisions contained in this Warrant shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such provision(s) shall be ineffective only to the extent of such invalidity, illegality or unenforceability,
without invalidating the remainder of such provision or the remaining provisions of this Warrant and such invalidity, illegality
or unenforceability shall not affect any other provision of this Warrant, which shall remain in full force and effect.


 






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XVIII.Survival
of Representations, Warranties and Agreements. All representations and warranties of the Company and the Holder hereof shall
survive the Issue Date of this Warrant, the exercise or conversion of this Warrant (or any part hereof) or the termination or expiration
of rights hereunder. All agreements of the Company and the Holder hereof contained herein shall survive indefinitely, until by
their respective terms, they are no longer operative.


 


XIX.Counterparts.
This Warrant may be executed in two or more counterparts, each of which shall be an original, and all of which together shall constitute
one instrument.


 


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IN WITNESS WHEREOF,
the parties hereto have caused this Warrant to be duly executed as of the issue date of this Warrant by its duly authorized officers.


 


 





	 	SEARCHLIGHT MINERALS CORP.
	 	a Nevada corporation 
	 	 	 
	 	 	 
	 	By:	/s/
Martin B. Oring
	 	Name:  	Martin B. Oring
	 	Title:	CEO and Chairman of the Board







  


[SIGNATURE PAGE TO WARRANT TO PURCHASE COMMON
STOCK]


 




    	 



    	 



    

 


EXHIBIT A TO WARRANT


 


NOTICE OF EXERCISE


To: SEARCHLIGHT MINERALS, CORP. (the “Company”)


 


1.The undersigned hereby elects to purchase
__________ shares of Common Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith:


 


____payment of the purchase price of such
shares in full


 


2.Please issue
a certificate or certificates representing said shares in the name of the undersigned or in such other name or names as are specified
below:


 


_________________________________________


(Name)


_________________________________________


(Address)


_________________________________________


(City, State)


 


 


3.The undersigned
represents that the aforesaid shares being acquired for the account of the undersigned for investment and not with a view to, or
for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling
such shares, all except as in compliance with applicable securities laws, and that the undersigned is an “accredited investor”
within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended.


 





	                                     	 	 
	(Date)	 	 







 





	 	`	 
	 	 	(Signature)













 





	NOTICE: Signature must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of capital stock are to be issued, or securities are to be delivered, other than to or in the name of the registered holder of this Warrant. In addition, signature must correspond in all respects with the name as written upon the face of the Warrant in every particular without alteration or any change whatever.








 






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EXHIBIT B TO WARRANT


 


FORM OF ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned holder of the attached Warrant hereby sells, assigns and transfers unto _______________________ whose address is
_______________________________________ and whose taxpayer identification number is _________________the undersigned’s right,
title and interest in and to the Warrant issued by Searchlight Minerals Corp., a Nevada corporation (the “Company”)
to purchase _______ shares of the Company’s Common Stock, and does hereby irrevocably constitute and appoint __________________________
attorney to transfer said Warrant on the books of the Company with full power of substitution in the premises.


 


In connection with
such sale, assignment, transfer or other disposition of this Warrant, the undersigned hereby confirms that:


 


		 ̈	such
sale, transfer or other disposition may be effected without registration or qualification (under the Securities Act as then in
effect and any applicable state securities law then in effect) of this Warrant or the shares of capital stock of the Company issuable
thereunder and has attached hereto a written opinion of the undersigned’s counsel to that effect; or



 


		 ̈	such
sale, transfer or other disposition has been registered under the Securities Act of 1933, as amended, and registered and/or qualified
under all applicable state securities laws.



 





	                                     	 	 
	(Date)	 	 


 





	 	`	 
	 	 	(Signature)


 





	NOTICE: Signature must correspond in all respects with the name as written upon the face of the Warrant in every particular without alteration or any change whatever







 






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