Unassociated Document


    SEARCHLIGHT
MINERALS CORP.

    


    STOCK
OPTION AGREEMENT

    (Nonqualified
Stock Option Grant)

     

    THIS
STOCK OPTION AGREEMENT (this “Option
Agreement”) is made as of October 1, 2010, by and between SEARCHLIGHT
MINERALS CORP., a Nevada corporation (the “Company”),
and Martin B. Oring (the “Holder”).

     

    WITNESSETH:

     

    WHEREAS,
the Company desires to provide the Holder with an option to purchase 300,000 shares of common stock, par value $0.001, of the Company
(“Stock”);

     

    WHEREAS,
the Company has entered into this Option Agreement with Holder in connection
with the Company’s appointment of the Holder as the Company’s Chief Executive
Officer; and

     

    WHEREAS,
the Holder desires to accept such option.

     

    NOW,
THEREFORE, in consideration of the mutual covenants herein set forth, the
Company and the Holder (the “Parties”)
hereby agree to the following terms and conditions:

     

    1.           Grant of
Option.  The Company does hereby grant to the Holder, and the
Holder does hereby accept, the right and option (the “Option”)
to purchase, at the discretion of the Holder in accordance with the terms, and
subject to the conditions provided for herein, 300,000 Shares
(the “Shares”)
of Stock at the exercise price of $0.91 per Share, such price being equal to the
Fair Market Value of the Stock.

     

    2.           Fair Market
Value.  The Board established the Fair Market Value of the
Option granted hereunder on October 1, 2010, the Date of the
Grant.

     

    3.           Term of the Option;
Vesting.  The Option is exercisable, in whole or in part, once
vested, in accordance with the schedule set forth under this Section
3.  The Option will vest, subject to the other terms and conditions of
this Option Agreement, including the disposition upon termination provisions
hereunder, as follows:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    Date or Event

                  	 
      	
                    No. of Shares Vesting

                  
	 
      	 
      	 
      
	
                    October
      1, 2010

                  	 
      	
                    100,000

                  
	 
      	 
      	 
      
	
                    Upon
      the earlier to occur of: (a) the closing of one or a series of equity
      private placements or public offerings, following the date of this Option
      Agreement, which, in the aggregate, result in gross proceeds of at least
      $5,000,000 to the Company; (b) the execution of a definitive agreement
      which binds a qualified third party to purchase, in one or a series of
      equity private placements or public offerings, following the date of this
      Option Agreement, which, in the aggregate, results or will result in gross
      proceeds of at least $5,000,000 to the Company; or (c) subject to the
      provisions of Section 6 of this Option Agreement, upon the occurrence of a
      Corporate Transaction

                  	 
      	
                    100,000

                  
	 
      	 
      	 
      
	
                    The
      earlier to occur of: (a) subject to the provisions of Section 6 of this
      Option Agreement, upon the occurrence of a Corporate Transaction; (b)
      subject to the provisions of Section 5 of this Option Agreement, the
      Company’s appointment of a new Chief Executive Officer to replace Holder
      in such capacity; or (c) thirty (30) months from the date hereof, if
      Holder shall remain as the Company’s Chief Executive
    Officer

                  	 
      	
                    100,000

                  


          

        

      

    

     

    Stock for
which an Option has become exercisable shall be referred to herein as “Vested
Stock,” and Stock for which the Option has not become exercisable shall be
referred to herein as “Unvested Stock.”  The Options shall terminate
on the fifth anniversary of the vesting date of such Options; provided, however, all such
Options must be exercised, if at all, on or before September 30, 2020, and shall
not thereafter be exercisable, notwithstanding anything herein to the
contrary.


    
      
         


      

      
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    4.           Exercise.  Subject
to the other terms and conditions hereof, the Option shall be exercisable at any
time when all or a portion of the Option is vested under this Option Agreement
upon written notice to the Company, or such other method of exercise as may be
specified by the Company, including without limitation, exercise by electronic
means. The notice will:  (a) state the number of shares of Stock to
which the Option is being exercised; and (b) if the Option is being exercised by
anyone other than the Holder, if not already provided, be accompanied by proof
satisfactory to counsel for the Company of the right of such person or persons
to exercise the Option under this Option Agreement and all applicable laws and
regulations.

     

    As a
condition to the exercise of the Option and the obligation of the Company to
issue Stock upon the exercise thereof, the proposed recipient of the Stock shall
make any representation or warranty to comply with any applicable law or
regulation or to confirm any factual matters reasonably requested by the Company
or its counsel.

     

    Upon
exercise of the Option and the satisfaction of all conditions thereto, the
Company shall deliver a certificate or certificates for Stock to the specified
person or persons at the specified time upon receipt of the aggregate exercise
price for such Stock.  The full exercise price for the portion of the
Option being exercised shall be paid to the Company (a) in cash; (b) by
certified check (denominated in U.S. Dollars); (c) subject to the Board’
discretion and approval, by delivery of other shares of Stock then owned by the
Holder for more than six months on the date of surrender (unless this condition
is waived by the Board), having a Fair Market Value on the date of surrender
equal to or greater than the aggregate exercise price of the Stock as to which
said Option shall be exercised; (d) cancellation of indebtedness of the Company
owed to the Holder; (e) by any other means which the Company determines are
consistent with the purposes of this Option Agreement and with applicable laws
and regulations; or (f) any combination of the foregoing methods of
payment.

     

    No
fractional shares of Stock shall be issued or delivered pursuant to this Option
Agreement.  The Board shall determine whether cash or other property
shall be issued or paid in lieu of such fractional shares or whether such
fractional shares or any rights thereto shall be forfeited or otherwise
eliminated.

     

    5.           Termination of
Employment/Retirement/Death/Disability.  Upon termination of
the Holder's employment with the Company, the Holder’s Disability, death, or
retirement from the Company, the Option shall be exercisable as
follows:

     

    (a)           Termination by
Death.  If Holder’s employment (or service) with the Company or
any Subsidiary terminates by reason of death, any Option held by that Holder
shall become immediately and automatically vested and
exercisable.  All Options may thereafter be exercised by any
transferee of Holder, if applicable, or by the legal representative of the
estate or by the legatee of Holder under the will of Holder for a period of one
year following Holder’s death.

     

    (b)           Termination for
Cause.  If Holder’s employment (or service) with the Company or
any Subsidiary terminates for Cause, any unvested Options will be forfeited and
terminated immediately upon termination and any vested Options held by the
Holder shall terminate 30 days after the date employment (or service)
terminates.  Notwithstanding the foregoing, in no event will any
Option be exercisable after the expiration of the option period of such
Option.  The balance of the Option shall be forfeited.

     

    
      
         


      

      
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    (c)           Other
Termination/Retirement.  If Holder: (i) retires from employment
with the Company (or a Subsidiary) or Holder’s employment with the Company (or a
Subsidiary) terminates for any reason (including Disability) other than death or
for Cause, and
(ii) Holder ceases to be a member of the Board, then (X) all unvested Options
shall be forfeited on the later to occur of the date of Holder’s retirement, the
termination of Holder’s employment or the date Holder ceases to be a member of
the Board, and (Y) all vested Options may thereafter be exercised by Holder
during the term of the Option or by any transferee of Holder, if applicable, or
by the legal representative of the estate or by the legatee of Holder under the
will of Holder for a period of one year following Holder’s
death.  Notwithstanding the foregoing, in no event will any Option be
exercisable after the expiration of the option period of this
Option.  The balance of the Option shall be forfeited.

     

    (d)           Leave of
Absence.  If Holder is granted a military leave of absence, a
sick leave, or any other bona fide leave of absence by the Company or any
Subsidiary, the Holder’s employment with the Company or such Subsidiary will not
be considered terminated, and the Holder shall be deemed an employee of the
Company or such Subsidiary during such leave of absence or any extension thereof
granted by the Company or such Subsidiary.  If the period of such
leave exceeds three months and the Holder’s right to reemployment is not
provided either by statute or by contract, the employment relationship is deemed
to terminate on the first day immediately following such three-month
period.

     

    6.           Corporate
Transaction.  Upon the occurrence of a Corporate Transaction,
the Option shall be exercisable as follows:

     

    (a)           Corporate Transaction in
which Options are not Assumed.  Upon the occurrence of a
Corporate Transaction in which outstanding Options are not being assumed or
continued:

     

    (i)           Either
of the following two actions shall be taken:

     

    (1)           fifteen
days prior to the scheduled consummation of a Corporate Transaction, all Options
outstanding hereunder shall become immediately exercisable and shall remain
exercisable for a period of fifteen days, or

     

    (2)           the
Board may elect, in its sole discretion, to cancel any outstanding Options, and
pay or deliver, or cause to be paid or delivered, to the holder thereof an
amount in cash or securities having a value (as determined by the Board acting
in good faith) equal to the product of the number of shares of Stock subject to
the Option multiplied by the amount, if any, by which (A) the formula or fixed
price per share paid to holders of Shares of Stock pursuant to such transaction
exceeds (B) the exercise price applicable to the Shares.

     

    (ii)          With
respect to the Company’s establishment of an exercise window, (i) any exercise
of an Option during such fifteen-day period shall be conditioned upon the
consummation of the event and shall be effective only immediately before the
consummation of the event, and (ii) upon consummation of any Corporate
Transaction, all outstanding but unexercised Options shall
terminate.  The Board shall send notice of an event that will result
in such a termination to all individuals who hold Options not later than the
time at which the Company gives notice thereof to its
stockholders.


    
      
         


      

      
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    (b)           Corporate Transaction in
which Options are Assumed.  The Options theretofore granted
shall continue in the manner and under the terms so provided in the event of any
Corporate Transaction to the extent that provision is made in writing in
connection with such Corporate Transaction for the assumption or continuation of
the Options theretofore granted, or for the substitution for such Options for
new common stock options relating to the stock of a successor entity, or a
parent or subsidiary thereof, with appropriate adjustments as to the number of
shares (disregarding any consideration that is not common stock) and option and
stock appreciation right exercise prices in accordance with the provisions of
Sections 5(b) and 10(c) and Treasury Regulation Section,
1.409A-1(b)(5)(v)(D).

     

    7.           Non-Transferability of
Options.

     

    (a)           No
Option shall be transferable by Holder other than by will or by the laws of
descent and distribution, except that the Holder may transfer the Option, (i)
pursuant to a qualified domestic relations order (as defined in the Code or the
Employment Retirement Income Security Act of 1974, as amended); or (ii) during
the Holder’s lifetime to one or more members of the Holder’s family, to one or
more trusts for the benefit of one or more of the Holder’s family, or to a
partnership or partnerships (or limited liability company or limited liability
companies) of members of the Holder’s family, or to a charitable organization as
defined in Code Section 501(c)(3), provided that the transfer would not result
in the loss of any exemption under Rule 16b-3 of the Exchange Act with respect
to any Option.  The transferee of an Option will be subject to all
restrictions, terms and conditions applicable to the Option prior to its
transfer, except that the Option will not be further transferable by the
transferee other than by will or by the laws of descent and
distribution.

     

    (b)           Any
attempted sale, pledge, assignment, hypothecation or other transfer of an Option
contrary to the provisions hereof and the levy of any execution, attachment or
similar process upon an Option shall be null and void and without force or
effect and shall result in automatic termination of the Option.

     

    (c)           As
a condition to the transfer of any shares of Stock issued upon exercise of an
Option, the Company may require an opinion of counsel, satisfactory to the
Company, to the effect that such transfer will not be in violation of the
Securities Act or any other applicable securities laws or that such transfer has
been registered under federal and all applicable state securities
laws.  Further, the Company shall be authorized to refrain from
delivering or transferring shares of Stock issued under this Option Agreement
until the Board determines that such delivery or transfer will not violate
applicable securities laws and the Holder has tendered to the Company any
federal, state or local tax owed by the Holder as a result of exercising the
Option, or disposing of any Stock, when the Company has a legal liability to
satisfy such tax.  The Company shall not be liable for damages due to
delay in the delivery or issuance of any stock certificate for any reason
whatsoever, including, but not limited to, a delay caused by listing
requirements of any securities exchange or any registration requirements under
the Securities Act, the Exchange Act, or under any other state or federal law,
rule or regulations.  The Company is under no obligation to take any
action or incur any expense in order to register or qualify the delivery or
transfer of shares of Stock under applicable securities laws or to perfect any
exemption from such registration or qualification.  Furthermore, the
Company will have no liability to the Holder for refusing to deliver or transfer
shares of Stock if such refusal is based upon the foregoing provisions of this
Section 7.


    
      
         


      

      
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    8.           Taxes.

     

    (a)           Payment of Taxes by
Holder.  The Holder hereby agrees to pay to the Company, in
accordance with the terms of this Option Agreement, any federal, state or local
taxes of any kind required by law to be withheld and remitted by the Company
with respect to an exercise of the Option.  The Holder may satisfy
such tax obligation, in whole or in part, by paying to the Company (i) cash;
(ii) a certified check (denominated in U.S. Dollars); (iii) subject to the
Board’ discretion and approval, electing to have the Company withhold a portion
of the Stock otherwise to be delivered upon exercise of (or the lapse of
restrictions relating to the Option with a Fair Market Value equal to the amount
of such taxes; (iv) delivering to the Company shares of Stock (other than Stock
issuable upon exercise of or the lapse of restrictions relating to the Option)
with a Fair Market Value equal to the amount of such taxes; (iv) deduction from
any payment of any kind otherwise due to the Holder from the Company; or (e) a
combination of the foregoing methods.  The Company’s obligation to
deliver shares of Stock upon the exercise of this Option is conditioned upon the
Holder’s satisfaction of all applicable federal, state and local income and
employment tax withholding requirements.

     

    (b)           Withholding.  The
Board shall so require, as a condition of exercise, each Holder to agree
that:  (1) no later than the date of exercise of any Option granted
hereunder, the Holder will pay to the Company or make arrangements satisfactory
to the Board regarding payment of any federal, state or local taxes of any kind
required by law to be withheld upon the exercise of such Option; and (2) the
Company shall, to the extent permitted or required by law, have the right to
deduct federal, state and local taxes of any kind required by law to be withheld
upon the exercise of such Option from any payment of any kind otherwise due to
the Holder.  For withholding tax purposes, the Shares of Stock shall
be valued on the date the withholding obligations are incurred.  The
Company shall not be obligated to advise the Holder of the existence of any such
tax or the amount that the Company will be so required to withhold.

     

    (c)           Required Consent to and
Notification of Code Section 83(b) Election.  No election under
Code Section 83(b) or under a similar provision of the laws of a jurisdiction
outside the United States may be made unless expressly permitted by action of
the Board in writing prior to the making of such election.  In any
case in which Holder is permitted to make such an election in connection with
this Option Agreement, the Holder shall notify the Company of such election
within ten days of filing notice of the election with the Internal Revenue
Service or other governmental authority, in addition to any filing and
notification required pursuant to regulations issued under Code Section 83(b) or
other applicable provision.

     

    (d)           Contest of Tax
Rulings.  The Company shall have the right, but not the
obligation, to contest, at its expense, any tax ruling or decision,
administrative or judicial, on any issue which is related to this Option
Agreement and which the Board believes to be important to holders of Options
issued under this Option Agreement and to conduct any such contest or any
litigation arising therefrom to a final decision.


    
      
         


      

      
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    9.           Intent.  The
Option is intended to be treated as a Nonqualified Stock Option (and not an
“Incentive Stock Option” within the meaning of Code Section 422) and to be
exempt from the requirements of Code Section 409A as they apply to arrangements
providing for a deferral of compensation.  It is acknowledged that the
United States Treasury Department may amend or modify from time to time its
regulations governing Code Section 409A.  Accordingly, it is
understood and agreed by the Holder that the Company may amend or modify this
Option Agreement in any respect deemed by the Company to be necessary or
desirable to either (i) continue to exempt the Options from the requirements of
Code Section 409A; or (ii) comply with the requirements of Code Section 409A so
that the taxes and penalties under Code Section 409A (a)(1) will not be
imposed.  Any terms or conditions of this Option Agreement
inconsistent with the requirements of Code Section 409A and its implementing
regulations shall be automatically modified and limited (even retroactively) to
the extent necessary to conform this Option Agreement with Code Section
409A.  Notwithstanding anything to the contrary herein, the Company
shall not be liable for any unintended adverse tax consequences which may be
imposed on the Holder due to receipt, exercise or settlement of any Option
granted hereunder, including the taxes and penalties of Code Section
409A.

     

    10.         Rights of the
Holder.  By signing this Option Agreement, the Holder
acknowledges that the grant of this Option shall in and of itself not confer any
right on the Holder to continue in the employ of the Company and shall not
interfere in any way with the right of the Company to terminate the Holder’s
employment at any time, subject to the terms of any employment agreement between
the Company and the Holder.  The Holder shall have no dividend, voting
or other rights of a stockholder with respect to the Stock that is subject to
the Option prior to the purchase of such Stock upon exercise of the Option and
the execution and delivery of all other documents and instruments deemed
necessary or desirable by the Company.

     

    11.         Action by the
Board.  The Parties agree that the interpretation of this
Option Agreement shall rest exclusively and completely within the sole
discretion of the Board.  The Parties agree to be bound by the
decisions of the Board with regard to the interpretation of this Option
Agreement and with regard to any and all matters set forth in this Option
Agreement.  The Board may delegate its functions under this Option
Agreement to an officer of the Company designated by the Board (hereinafter the
“designee”).  In
fulfilling its responsibilities hereunder, the Board or its designee may rely
upon documents, written statements of the Parties or such other material as the
Board or its designee deems appropriate.  The Parties agree that there
is no right to be heard or to appear before the Board or its designee and that
any decision of the Board or its designee relating to this Option Agreement
shall be final and binding unless such decision is arbitrary and
capricious.

     

    12.         Set
Off.  By signing this Option Agreement, the Holder consents to
a deduction from, and set-off against, any amounts owed to the Holder by the
Company from time to time (including, but not limited to, amounts owed to the
Holder as wages, severance payments or other fringe benefits) to the extent of
the amounts owed to the Company by the Holder under this Option
Agreement.  Notwithstanding the foregoing, if any Option becomes
subject to the terms and conditions of Code Section 409A as provided for a
deferral of compensation, then this Section shall not apply to such
Options.

     

    13.         Governing
Law.  This Option Agreement shall be governed by and construed
in accordance with the laws of the State of Nevada, without giving effect to
principles of conflicts of laws, and applicable provisions of federal
law.  The Parties agree and acknowledge that the laws of the State of
Nevada bear a substantial relationship to the Parties and/or this Option
Agreement and that the Option and benefits granted herein would not be granted
without the governance of the agreement by the laws of the State of
Nevada.


    
      
         


      

      
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    14.         Prompt Acceptance of
Agreement.  The Option evidenced by this Option Agreement shall
at the discretion of the Board, be forfeited if this Option Agreement is not
executed by Holder and returned to the Company within 90 days of the Date of
Grant, as set forth below.

     

    15.         Effect of Certain
Changes.  In the event of any merger, reorganization,
consolidation, recapitalization, share dividend, share split, combination of
shares or other change in corporate structure of the Company affecting the
Stock, the Board shall make appropriate or proportionate substitution or
adjustment in: (a) the aggregate number of Stock reserved for issuance under
this Option Agreement, (b) the number and kind of shares of Stock or other
securities subject to any then outstanding Option granted under this Option
Agreement; and (c) the price of the shares of Stock subject to outstanding Stock
Options granted under this Option Agreement, without changing the aggregate
exercise price (i.e., the exercise price multiplied by the number of Stock
Options) as to which such Stock Options remain exercisable. Notwithstanding the
foregoing, any substitution or adjustment by the Board shall comply with
Treasury Regulations Sections 1.409A-1(b)(5)(v)(D) and 1.424-1(a) (except
1.424-1(a)(2)) which will be deemed to be satisfied if the ratio of the exercise
price to the Fair Market Value of the shares subject to the Options immediately
after the substitution or adjustment is not greater than the ratio of the
exercise price to the Fair Market Value of the shares subject to the Stock right
immediately before the substitution or adjustment.  The Board’s
substitution or adjustment shall be final, binding and conclusive.  No
fractional shares of Stock shall be issued under this Option Agreement as a
result of any such substitution or adjustment; but the Board may, in its sole
discretion, authorize a cash payment to be made to the Holder in lieu of
fractional shares.

     

    16.         Termination of Right of
Action.  Every right of action arising out of or in connection
with this Option Agreement by or on behalf of the Company or of any Subsidiary,
or by any stockholder of the Company or of any Subsidiary against any past,
present or future member of the Board, or against any employer, or by an
employee (past, present or future) against the Company or any Subsidiary will,
irrespective of the place where an action may be brought and irrespective of the
place of residence of any such stockholder, director or employee, cease and be
barred as of the expiration of three years from the date of the act or omission
in respect of which such right of action is alleged to have risen.

     

    17.         Severability; Entire
Agreement.  If any of the provisions of this Option Agreement
is finally held to be invalid, illegal or unenforceable (whether in whole or in
part), such provision shall be deemed modified to the extent, but only to the
extent, of such invalidity, illegality or unenforceability, and the remaining
provisions shall not be affected thereby; provided, that, if any of such
provisions is finally held to be invalid, illegal, or unenforceable because it
exceeds the maximum scope determined to be acceptable to permit such provision
to be enforceable, such provision shall be deemed to be modified to the minimum
extent necessary to modify such scope in order to make such provision
enforceable hereunder.  This Option Agreement contains the entire
agreement of the parties with respect to the subject matter thereof and
supersede all prior agreements, promises, covenants, arrangements,
communications, representations and warranties between them, whether written or
oral with respect to the subject matter thereof.  No rule of strict
construction shall be applied against the Company, the Board, or any other
person in the interpretation of any terms of this Option
Agreement.


    
      
         


      

      
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    18.         Compliance with Legal and
Other Requirements.  The Company may, to the extent deemed
necessary or advisable by the Board, postpone the issuance or delivery of Stock
or payment of other benefits under this Option Agreement until completion of
such registration or qualification of such Stock or other required action under
any federal or state law, rule or regulation, listing or other required action
with respect to any stock exchange or automated quotation system upon which the
Stock or other securities of the Company are listed or quoted, or compliance
with any other obligation of the Company, as the Board may consider appropriate,
and may require the Holder to make such representations, furnish such
information and comply with or be subject to such other conditions as it may
consider appropriate in connection with the issuance or delivery of Stock or
payment of other benefits in compliance with applicable laws, rules, and
regulations, listing requirements, or other obligations.  The
foregoing notwithstanding, in connection with the occurrence of a Corporate
Transaction, the Company shall take or cause to be taken no action, and shall
undertake or permit to arise no legal or contractual obligation, that results or
would result in any postponement of the issuance or delivery of Stock or payment
of benefits under this Option Agreement or the imposition of any other
conditions on such issuance, delivery or payment, to the extent that such
postponement or other condition would represent a greater burden on Holder than
existed on the 90th day preceding the Corporate Transaction.  If the
Holder is subject to the reporting requirements of Section 16(a) of the Exchange
Act, the grant of this Option shall not be effective until such person complies
with the reporting requirement of Section 16(a).

     

    19.         Certain
Definitions.  The following terms have the respective meanings,
in addition to the capitalized terms otherwise defined throughout this Option
Agreement:

     

    “Board”
means the Company’s board of directors or the committee created and appointed by
the Board to administer this Option Agreement, or if no committee is created or
appointed, the Board.

     

    “Cause”
means, unless otherwise provided by the Board, (i) “Cause” as defined in any
Individual Agreement to which the Holder is a party, or (ii) if there is no such
Individual Agreement or if it does not define Cause: (A) conviction of the
Holder for committing a felony under federal law or in the law of the state in
which such action occurred, (B) dishonesty in the course of fulfilling the
Holder’s employment or service duties, (C) willful and deliberate failure on the
part of the Holder to perform the Holder’s employment or service duties in any
material respect, or (D) prior to a Corporate Transaction, such other events as
shall be determined by the Board.  The Board shall have the sole
discretion to determine whether “Cause” exists, and its determination shall be
final.

     

    “Code”
means the Internal Revenue Code of 1986, as amended from time to time, any
successor thereto, and including any regulations promulgated
thereunder.


    
      
         


      

      
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    “Corporate
Transaction” means the occurrence, in a single transaction or in a series
of related transactions, of any of the following: (i) any person or group of
persons (as defined in Sections 13(d) and 14(d) of the Exchange Act) together
with his/her/their affiliates, excluding employee benefit plans of the Company,
is or becomes, directly or indirectly, the “beneficial owner” (as defined in
Rule 13d-3 of the Exchange Act) of securities of the Company representing 50% or
more of the combined voting power of the Company’s then outstanding securities;
or (ii) a merger or consolidation of the Company with any other corporation or
entity is consummated regardless of which entity is the survivor, other than a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or being converted into voting securities of the surviving
entity or its parent) at least 50% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation; or (iii) the Company is completely liquidated or
all or substantially all of the Company’s assets are sold.

     

    “Date of
Grant” means  the date on which the Board has completed all
corporate action necessary to give the Holder a legally binding right to the
Option, including the setting of the number of shares of Stock subject to the
Option and the exercise price.

     

    “Disability”
means a permanent and total disability resulting from a physical or mental
impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, as determined by the Board
based on medical evaluation.

     

    “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and shall
include any successor thereto.

     

    “Fair Market
Value” means, as of any date, the fair market value of a share of the
Company’s Stock, as determined in good faith and under procedures established by
the Board, based on the closing price of the Company’s Stock on the principal
exchange or market on which the Company’s Stock trades on the Date of
Grant.

     

    “Securities
Act” means the Securities Act of 1933, as amended, and shall include any
successor thereto.

     

    “Subsidiary”
means any corporation in an unbroken chain of corporations beginning with the
Company, if each of the corporations (other than the last corporation in the
unbroken chain) owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in that
chain.


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have executed this Option Agreement as of
the date and year first above written.

     

    
      
        	 
      	
                SEARCHLIGHT
      MINERALS CORP.

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Carl S. Ager

              
	
                Date
      of Grant: October 1, 2010

              	
                Name: 

              	
                Carl S. Ager

              
	 
      	
                Its:

              	
                Vice
President

              


      

    

    


    ACCEPTANCE OF
AGREEMENT

    


    The Holder hereby: (a) acknowledges
receiving a copy of this Option Agreement, and represents that he or she is
familiar with all provisions of this Option Agreement; and (b) accepts this
Option Agreement and the Option granted to him or her under this Option
Agreement subject to all provisions of this Option Agreement.  The
Holder further acknowledges receiving a copy of the Company’s most recent annual
report to stockholders and communications routinely distributed to the Company’s
stockholders.

    


    
      
        	 
      	
                Marin B. Oring

              
	 
      	
                Name
      of Holder

              
	 
      	
                By: 

              	
                  

              
	 
      	
                Its:

              	
                  

              
	 
      	 
      
	 
      	
                /s/ Martin B. Oring

              
	 
      	
                Signature

              
	 
      	 
      
	 
      	
                  

              
	 
      	
                Social
      Security or Tax Identification Number

              
	 
      	 
      
	 
      	
                  

              
	 
      	
                Date

              


      

    


    
      
         


      

      
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    ELECTION TO
PURCHASE

    


    The
undersigned hereby irrevocably elects to exercise ____________________ of the
Options represented by this Option Agreement and to purchase the Stock issuable
upon the exercise of the Options, and requests that Certificates for such shares
be issued and delivered as follows:

    


    ISSUE
TO:  

    
      
        
          
            
              	 
      	
                        

                    
	 
      	
                      (Name)

                    
	 
      	 
      
	 
      	
                        

                    
	 
      	
                      (Address,
      Including Zip Code)

                    
	 
      	 
      
	 
      	
                        

                    
	 
      	
                      (Social
      Security or Tax Identification Number)

                    
	 
      	 
      
	
                      DELIVER
      TO:

                    	 
      
	 
      	
                        

                    
	 
      	
                      (Name)

                    
	 
      	 
      
	 
      	
                      at

                    	
                        

                    
	 
      	 
      	
                      (Address,
      Including Zip
Code)

                    


            

          

        

      

    

    


    If the
number of Options hereby exercised is less than all the Options represented by
this Option Agreement, the undersigned requests that a new Option Agreement
representing the number of full Options not exercised be issued and delivered as
set forth above or otherwise as the undersigned shall direct in
writing.


    
      
         


      

      
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    In full
payment of the purchase price with respect to the Options exercised and transfer
taxes, if any, the undersigned hereby tenders payment of $_______________ by
check, bank cashier’s check or money order payable in United States currency to
the order of the Company, in the manner set forth in the written statement
attached hereto.

    


    
      
        	
                Dated: 

              	
                  

              


      

    

    


    
      
        
          	 
      	
                    

                
	 
      	
                  Name
      of Holder

                
	 
      	
                  By: 

                	
                    

                
	 
      	
                  Its:

                	
                    

                
	 
      	 
      
	 
      	
                    

                
	 
      	
                  Signature

                
	 
      	 
      
	 
      	
                  (Signature
      must conform in all respects to name of holder as specified in the Option
      Agreement)

                
	 
      	 
      
	 
      	
                  PLEASE
      INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER OF
    HOLDER

                
	 
      	 
      
	 
      	
                    

                


        

      

    


    
      
         


      

      
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