Exhibit 10.3


 





REGISTRATION
RIGHTS AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is made and entered into as of March 25, 2015, between Searchlight Minerals Corp.,
a Nevada corporation (the “Company”) and the undersigned signatory (the “Purchaser”).


 


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


 


The Company and the
Purchaser hereby agree as follows:


 


1.Definitions


 


Capitalized terms used
and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase
Agreement. As used in this Agreement, the following terms shall have the following meanings:


 


“Advice”
shall have the meaning set forth in Section 6(d).


 


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


 


“Effectiveness
Period” shall have the meaning set forth in Section 2.


 


“Filing Date”
means, with respect to the initial Registration Statement required hereunder or any additional Registration Statements which may
be required pursuant to Section 3(c), the 90th calendar day after the Company is permitted by SEC Guidance
to file such Registration Statement related to the Registrable Securities.


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities that
have not been sold to the public or pursuant to Rule 144 promulgated under the Securities Act.


 


“Indemnified
Party” shall have the meaning set forth in Section 5(b).


 


“Indemnifying
Party” shall have the meaning set forth in Section 5(b).


 


“Initial Registration
Statement” means the initial Registration Statement filed pursuant to this Agreement.


 


“Losses”
shall have the meaning set forth in Section 5(a).


 


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


 


“Plan of Distribution”
shall have the meaning set forth in Section 2.


 






    	 



    	 



    

 


“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.


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference
in such Prospectus.


 


“Registrable
Securities” means (i) all Shares, (ii) all Warrant Shares (assuming on the date of determination the Warrants are exercised
in full without regard to any exercise limitations therein), and (iii) any securities issued or issuable upon any stock split,
dividend or other distribution, recapitalization or similar event with respect to the foregoing; excluding in all cases, however,
any Registrable Securities sold to the public or sold pursuant to Rule 144 promulgated under the Securities Act.


 


“Registration
Statement” means the registration statement required to be filed hereunder and any additional registration statements
contemplated by Section 3(c), including (in each case) the Prospectus, amendments and supplements to such registration
statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference
or deemed to be incorporated by reference in such registration statement.


 


“Rule 415”
means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Selling Stockholder
Questionnaire” shall have the meaning set forth in Section 3(a).


 


“SEC Guidance”
means (i) any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff and (ii)
the Securities Act.


 


“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.


 












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“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. 


 


2.Shelf Registration


 


On or prior to each
Filing Date, so long as the Company is permitted by SEC Guidance to file a Registration Statement related to the Registrable Securities,
the Company shall prepare and file with the Commission a Registration Statement covering the resale of all or such portion of the
Registrable Securities as permitted by SEC Guidance (provided that the Company shall use diligent efforts to advocate with the
Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation,
the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on an effective Registration Statement
for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except
if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration
shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least a 75% majority
in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to
the terms of this Agreement, the Company shall use its commercial best efforts to cause a Registration Statement to be declared
effective under the Securities Act as promptly as possible after the filing thereof, and shall use its commercial best efforts
to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by
such Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144, as determined by the
counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer
agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness
of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders
via facsimile or by e-mail delivery of a “.pdf” format data file of the effectiveness of a Registration Statement on
the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested
for effectiveness of a Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after the
Effective Date, file a final Prospectus with the Commission as required by Rule 424. Notwithstanding any other provision of this
Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a
particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for
the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to
its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be
reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered,
to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by
Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro
rata basis based on the total number of unregistered Shares held by such Holders).


 






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3.Registration
Procedures.


 


In connection with
the Company’s registration obligations hereunder, the Company shall:


 


(a)Not less than
two (2) Trading Days prior to the filing of each Registration Statement and not less than one Trading Day prior to the filing of
any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be
incorporated therein by reference), the Company shall (i) furnish to each Holder, copies of all such documents proposed to be filed,
which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such
Holder, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries
as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within
the meaning of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments
or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith,
provided that the Company is notified of such objection in writing no later than two (2) Trading Days after the Holders have been
so furnished copies of a Registration Statement or one (1) Trading Day after the Holders have been so furnished copies of any related
Prospectus or amendments or supplements thereto. Each Holder agrees to furnish to the Company on the date hereof a completed questionnaire
in the form attached to this Agreement as Annex B (a “Selling Stockholder Questionnaire”). For purposes of clarity,
the opportunity of review by the Holders and their representative set forth herein shall be on a one time basis only with respect
to a particular filing, and shall not be construed to commence additional review periods or opportunities which may otherwise interfere
with the Company’s ability to file any documents hereunder in a timely manner.


 





(b)(i) Prepare
and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus
used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable
Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order
to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended
or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended,
to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from the Commission
with respect to a Registration Statement or any amendment thereto and provide as promptly as reasonably possible to the Holders
true and complete copies of all correspondence from and to the Commission relating to a Registration Statement (provided that the
Company may excise any information contained therein which would constitute material non-public information as to any Holder which
has not executed a confidentiality agreement with the Company); and (iv) comply in all material respects with the provisions of
the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration
Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition
by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.


 





 






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(c)If during the
Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then
registered in a Registration Statement, then the Company shall file, as soon as reasonably practicable, an additional Registration
Statement covering the resale by the Holders of not less than the number of such Registrable Securities.


 


(d)Notify the Holders
of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction
to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the
case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person) confirm such
notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or
post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether
there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration
Statement; and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective;
(ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration
Statement or Prospectus or for additional information; (iii) of the issuance by the Commission or any other federal or state governmental
authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities
or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction,
or the initiation or threatening of any Proceeding for such purpose; (v) of the occurrence of any event or passage of time that
makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a
Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any
material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case
of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading; and (vi) of the occurrence or existence of any pending corporate development with respect
to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best
interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided that any and all of
such information shall remain confidential to each Holder until such information otherwise becomes public, unless disclosure by
a Holder is required by law; provided, further, that notwithstanding each Holder’s agreement to keep such information confidential,
each such Holder makes no acknowledgement that any such information is material, non-public information.


 


(e)Use its commercial
best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness
of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, at the earliest practicable moment.


 






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(f)Furnish to each
Holder, without charge, at least one (1) conformed copy of each such Registration Statement and each amendment thereto, including
financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent
requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated
by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available
on the EDGAR system need not be furnished in physical form.


 


(g)Subject to the
terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by
each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and
any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).


 





(h)Prior to any
resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with
the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification)
of such Registrable Securities for the resale by the Holder under the securities or “blue sky” laws of such jurisdictions
within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption
therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable
the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that the
Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject
the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of
process in any such jurisdiction.


 


(i)If requested
by a Holder, cooperate with such Holders to facilitate the timely preparation and delivery of certificates representing Registrable
Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent
permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations
and registered in such names as any such Holder may request.


 


(j)Upon the occurrence
of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into account
the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure
of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement
to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required
document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with
clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to
such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its commercial best
efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to
exercise its right under this Section 3(j) to suspend the availability of a Registration Statement and Prospectus,
for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12 month period.


 






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(k)Comply with
all applicable rules and regulations of the Commission.


 


(l)The Company
may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially
owned by such Holder and, if required by the Commission, the natural persons thereof that have or share voting and dispositive
control over the shares. In the event a Holder fails to provide such information to the Company, the Company may rely on the beneficial
ownership information in such Holder’s Selling Stockholder Questionnaire.


 





4.Registration
Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred
to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses of the Company’s counsel and auditors) (A) with respect to filings made with the Commission, (B) with respect
to filings required to be made with the OTCBB or any Trading Market on which the Common Stock is then quoted or listed for trading,
and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including,
without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions
of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable
Securities), (iii) fees and disbursements of counsel for the Company, (iv) Securities Act liability insurance, if the Company so
desires such insurance, and (v) fees and expenses of all other Persons retained by the Company in connection with the consummation
of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses
incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation,
all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit
and the fees and expenses incurred in connection with the quotation or listing of the Registrable Securities on any securities
exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder
or, except to the extent provided for in the Purchase Agreement, any legal fees or other costs of the Holders.








 






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5.Indemnification.


 


(a)Indemnification
by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder,
the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal
as a result of a pledge or any failure to perform under a margin call of shares of Common Stock), investment advisors and 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 each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and 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 each such controlling Person, to the fullest extent permitted by applicable law, from and against any and
all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses
(collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement
of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto,
in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company
of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the
performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements
or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly
for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution
of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration
Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A
hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi),
the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus
is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company
shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with
the transactions contemplated by this Agreement of which the Company is aware.


 








(b)Indemnification
by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers,
agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20
of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted
by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s
failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement
of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue
statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion
in such Registration Statement or such Prospectus or (ii) to the extent that such information relates to such Holder or such Holder’s
proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly
for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus
or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi),
the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus
is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). In no
event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received
by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.


 






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(c)Notice of
Claims. Promptly after receipt by any Indemnified Party (as defined below in Section 5(d)) of a notice of a claim or
the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Section
5, such Indemnified Party shall notify the Indemnifying Party (as defined below in Section 5(d)) in writing of such
claim or of the commencement of such action, but the omission to so notify the Indemnifying Party will not relieve it from any
liability which it may have to any Indemnified Party under this Section 5 (except to the extent that such omission materially
and adversely affects the Indemnifying Party’s ability to defend such action) or from any liability otherwise than under
this Section 5(c).


 








(d)Defense of
Claims. Subject to the provisions hereinafter stated, in case any such action shall be brought against an Indemnified Party,
the Indemnifying Party shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered
to the Indemnified Party promptly after receiving the aforesaid notice from such Indemnified Party, shall be entitled to assume
the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party to
such Indemnified Party of its election to assume the defense thereof (unless it has failed to assume the defense thereof and appoint
counsel reasonably satisfactory to the Indemnified Party, in each case within a reasonable time after notice of commencement of
the action), such Indemnifying Party shall not be liable to such Indemnified Party for any legal expenses subsequently incurred
by such Indemnified Party in connection with the defense thereof; provided, however, that if (i) there exists or shall exist a
conflict of interest that would make it inappropriate, in the reasonable opinion of counsel to the Indemnified Party, for the same
counsel to represent both the Indemnified Party and such Indemnifying Party or any affiliate or associate thereof, (ii) the employment
of separate counsel for such Indemnified Party shall have been authorized in writing by one of the Indemnifying Party in connection
with the defense of such action or (iii) the Indemnifying Party does not diligently defend the action after assumption of the defense
in the reasonably opinion of such Indemnified Party, then in each case the Indemnified Party shall be entitled to retain its own
counsel (who shall not be the same as the opining counsel) at the expense of such Indemnifying Party; provided, however, that no
Indemnifying Party shall be responsible for the fees and expenses of more than one separate counsel (together with appropriate
local counsel) for all Indemnified Parties, which, counsel, in the case of the Indemnified Parties described in Section 5(a),
shall be designated by Holders of the majority-in-interest of the then outstanding Registrable Securities, and, in the case of
the Indemnified Parties described in Section 5(b), shall be designated by the Company. In no event shall any Indemnifying
Party be liable in respect of any amounts paid in settlement of any action unless the Indemnifying Party shall have approved the
terms of such settlement; provided that such consent shall not be unreasonably withheld. No Indemnifying Party shall, without the
prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which
any Indemnified Party is or could reasonably have been a party and indemnification could have been sought hereunder by such Indemnified
Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are
the subject matter of such proceeding.


 






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(e)Expenses.
Subject to the terms of this Agreement, all reasonable fees and expenses of any Person entitled to indemnity hereunder (an “Indemnified
Party”) shall be paid to the Indemnified Party, as incurred, within ten (10) Trading Days of written notice thereof to
the Person from whom indemnity is sought (the “Indemnifying Party”); provided, that the Indemnified Party shall
promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such
Indemnified Party is judicially determined to be not entitled to indemnification hereunder.


 





(f)Contribution.
If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to
hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable
by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified
Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable
considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among
other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or
alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party
or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include,
subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred
by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses
if the indemnification provided for in this Section was available to such party in accordance with its terms.


 


The parties hereto
agree that it would not be just and equitable if contribution pursuant to this Section 5(f) were determined by pro
rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in
the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(f), no Holder shall be required
to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder
from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.


 


The indemnity and contribution
agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified
Parties.


 






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6.Miscellaneous.


 


(a)Remedies.
In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder
or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement,
including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The Company and each
Holder agree that monetary damages would not provide adequate compensation for any Losses incurred by reason of a breach by it
of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance
in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.


 


(b)Reserved.


 


(c)Compliance.
Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable
to it in connection with sales of Registrable Securities pursuant to a Registration Statement.


 





(d)Discontinued
Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company
of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith
discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company
will use its commercial best efforts to ensure that the use of the Prospectus may be resumed as promptly as it practicable.


 


(e)Piggy-Back
Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement covering all
of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement
relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities,
other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity
securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection
with the Company’s stock option or other employee benefit plans, then the Company shall send to each Holder a written notice
of such determination and, if within 15 calendar days after the date of such notice, any such Holder shall so request in writing,
the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to
be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this
Section 6(e) that are eligible for resale without volume restrictions pursuant to Rule 144 promulgated under the Securities
Act or that are the subject of a then effective Registration Statement.


 


(f)Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed
by the Company and the Holders of a majority of the then outstanding Registrable Securities (including, for this purpose any Registrable
Securities issuable upon exercise or conversion of any Security). If a Registration Statement does not register all of the Registrable
Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities
to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate
which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver
or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of some Holders
and that does not directly or indirectly affect the rights of other Holders may be given by Holders of all of the Registrable Securities
to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified,
or supplemented except in accordance with the provisions of the first sentence of this Section 6(f).


 






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(g)Termination.
The obligations of the Company as set forth in Section 2 (other than Section 5) shall terminate on the 90th
calendar day after the Holder ceases to be an affiliate of the Company.


 


(h)Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as
set forth in the Purchase Agreement.


 


(i)Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each
of the parties and shall inure to the benefit of each Holder; provided, however, the rights under this Agreement shall not be assignable
if the Registrable Securities are transferred pursuant to an effective registration statement under the Securities Act, or Rule
144 under the Securities Act. The Company may not assign (except by merger) its rights or obligations hereunder without the prior
written consent of all of the Holders of the then-outstanding Registrable Securities. Except as set forth herein, each Holder may
assign their respective rights hereunder in the manner and to the Persons as permitted under the Purchase Agreement.


 


(j)No Inconsistent
Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any
of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would
have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.
Except as set forth on Schedule 6(i), neither the Company nor any of its subsidiaries has previously entered into any agreement
granting any registration rights with respect to any of its securities to any Person that have not been satisfied in full.


 


(k)Execution
and Counterparts. 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.


 






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(l)Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined
in accordance with the provisions of the Purchase Agreement.


 


(m)Cumulative
Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.


 


(n)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.


 


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


 





(p)Independent
Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the
obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations
of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no
action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect
to such obligations or the transactions contemplated by this Agreement. Each Holder shall be entitled to protect and enforce its
rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder
to be joined as an additional party in any proceeding for such purpose.


 


(q)Construction.
The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise this Agreement
and the Purchase Agreement 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 such Agreements or any amendments hereto.


 


(r)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.


 


********************


 




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IN WITNESS WHEREOF,
the parties have executed this Registration Rights Agreement as of the date first written above.


 





	 	SEARCHLIGHT MINERALS CORP.
	 	 	 
	 	 	 
	 	By:  	/s/ Martin B. Oring
	 	 	Name:  Martin B. Oring
	 	 	Title:  CEO










 





[SIGNATURE PAGE OF HOLDERS FOLLOWS]


 


 




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[SIGNATURE PAGE OF HOLDERS TO SRCH RRA]


 





Name of Holder:  Luxor Capital Partners, LP


 


Signature of Authorized Signatory of Holder: /s/ Norris
Nissim                        


 


Name of Authorized Signatory: Norris Nissim                                      


 


Title of Authorized Signatory: General Counsel, Luxor Capital
Group, LP, Investment Manager


 


 


[SIGNATURE PAGES CONTINUE]


 


 




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Annex A


 


Plan of Distribution


 


Each Selling Stockholder
(the “Selling Stockholders”) of the shares of common stock and any of their pledgees, assignees and successors-in-interest
may, from time to time, sell any or all of their shares of common stock on the OTC Bulletin Board or any other stock exchange,
market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated
prices. A Selling Stockholder may use any one or more of the following methods when selling shares:


 


		·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 





		·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;



 





		·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



 





		·	an exchange distribution in accordance with the rules of the applicable exchange;



 





		·	privately negotiated transactions;



 





		·	settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a
part;



 





		·	broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per
share;



 





		·	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;



 





		·	a combination of any such methods of sale; or



 





		·	any other method permitted pursuant to applicable law.



 


The Selling Stockholders
may also sell shares of common stock under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”),
if available, rather than under this prospectus.


 






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Broker-dealers engaged
by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction
a markup or markdown in compliance with FINRA IM-2440.


 


In connection with
the sale of shares of common stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of shares of common stock in the course of hedging the
positions they assume. The Selling Stockholders may also sell shares of the common stock short and deliver these securities to
close out their short positions, or loan or pledge the shares of common stock to broker-dealers that in turn may sell these securities.
The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or
the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution
of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).


 


The Selling Stockholders
and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within
the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement
or understanding, directly or indirectly, with any person to distribute the common stock. In no event shall any broker-dealer receive
fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).


 


The Company is required
to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to
indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities
Act.


 


Because Selling Stockholders
may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus
delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus
which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus.
There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling
Stockholders.


 


We agreed to keep this
prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration
and without regard to any volume limitations by reason of Rule 144 under the Securities Act or any other rule of similar effect
or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of
similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable
state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified
for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied
with.


 






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Under applicable rules
and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage
in market making activities with respect to the shares of common stock for the applicable restricted period, as defined in Regulation
M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and
sales of shares of common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available
to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior
to the time of the sale (including by compliance with Rule 172 under the Securities Act).


 




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Annex B


 


SEARCHLIGHT MINERALS CORP.


 


Selling Securityholder Notice and Questionnaire


 


The undersigned beneficial
owner of common stock (the “Registrable Securities”) of Searchlight Minerals Corp., a Nevada corporation (the
“Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission
(the “Commission”) a registration statement (the “Registration Statement”) for the registration
and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable
Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”)
to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the
address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration
Rights Agreement.


 


Certain legal consequences
arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The undersigned beneficial
owner (the “Selling Securityholder”) of Registrable Securities hereby elects to include the Registrable Securities
owned by it in the Registration Statement.


 




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The undersigned hereby provides the following information to
the Company and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


		1.	Name.



 


		(a)	Full Legal Name of Selling Securityholder
	 	 	 
	 	 	 






 


		(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:
	 	 	 
	 	 	 






 


		(c)	Full Legal Name of Natural Control Person(s) (which means all natural person(s) who directly or indirectly alone or with others
has or shares power to vote or dispose of the securities covered by the questionnaire):
	 	 	 
	 	 	 






 





	Voting Power:	 







 





	Dispositive Power:	 







 





		2.	Address for Notices to Selling Securityholder:






 





	 	 
	 	 
	 	 
	Telephone:	 
	Fax:	 
	Contact Person:	 
	e-mail Address	 


 







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		3.	Broker-Dealer Status:



 


		(a)	Are you a broker-dealer?



 


Yes  ̈No  ̈


 


		(b)	If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking
services to the Company.



 


Yes  ̈No  ̈


 


		Note:	If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.



 


		(c)	Are you an affiliate of a broker-dealer?



 


Yes  ̈No  ̈


 


		(d)	If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course
of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings,
directly or indirectly, with any person to distribute the Registrable Securities?



 


Yes  ̈No  ̈


 


		Note:	If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.



 


		4.	Beneficial Ownership of Securities of the Company Owned by the Selling Securityholder.



 


Except as set forth below in this Item 4, the undersigned
is not the beneficial or registered owner of any securities of the Company other than the securities issuable pursuant to the Purchase
Agreement.


 


		(a)	Type and Amount of other securities beneficially owned by the Selling Securityholder:
	 	 	 
	 	 	 
	 	 	 






 




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		5.	Relationships with the Company:



 


Except as set forth below, neither the undersigned
nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the
undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or
affiliates) during the past three years.


 


State any exceptions here:





 


	 	 	 
	 	 	 





 


The undersigned agrees
to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the
date hereof at any time while the Registration Statement remains effective.


 


By signing below, the
undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion
of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned
understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration
Statement and the related prospectus.


 


IN WITNESS WHEREOF
the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person
or by its duly authorized agent.


 





	Dated:   	 	 	Beneficial Owner:	 







 


 





	 	By:  	 
	 	 	Name:
	 	 	Title:










 


PLEASE FAX A COPY OF THE COMPLETED AND
EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:





 



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