Searchlight Minerals Corp. Sample Contracts

Searchlight Minerals Corp. – Searchlight Minerals Corp. Clarkdale Copper Tailings Project June 18, 2018 (June 22nd, 2018)
Searchlight Minerals Corp. – NOTICE OF EXERCISE OF CONVERSION RIGHT (May 3rd, 2016)

The undersigned, ___________________________________________ (“Holder”), is the holder of that certain Secured Convertible Promissory Note, in the principal amount of $_________________, made by Searchlight Minerals Corp., a Nevada corporation (the “Company”), dated September 18, 2013 (the “Note”). Capitalized terms not defined herein shall have their meanings as set forth in the Note.

Searchlight Minerals Corp. – COMMON STOCK PURCHASE AGREEMENT (March 23rd, 2016)

This Common Stock Purchase Agreement (this “Agreement”), is made as of March 18, 2016, by and between SEARCHLIGHT MINERALS CORP., a Nevada corporation (the “Company”), and LUXOR CAPITAL GROUP, LP, a Delaware limited partnership (“Luxor”).

Searchlight Minerals Corp. – AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTE (March 23rd, 2016)

THIS AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTE (this “Amendment”), dated as of March 18, 2016, is by and between Searchlight Minerals Corp., a Nevada corporation (the “Company”), and the undersigned (“Holder”). The Company and Holder are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”

Searchlight Minerals Corp. – COMMON STOCK PURCHASE AGREEMENT (March 23rd, 2016)

This Common Stock Purchase Agreement (this “Agreement”), is made as of March 18, 2016, by and between SEARCHLIGHT MINERALS CORP., a Nevada corporation (the “Company”), and the investors listed on Schedule I hereto (each, an “Investor” and together the “Investors”).

Searchlight Minerals Corp. – REGISTRATION RIGHTS AGREEMENT (March 23rd, 2016)

This Agreement is made pursuant to the Common Stock Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”), with respect to the acquisition of Common Stock at a purchase price of $0.035 for an aggregate consideration of $1,500,000.

Searchlight Minerals Corp. – SEARCHLIGHT MINERALS CORP. WARRANT TO PURCHASE COMMON STOCK ****__________ Shares of Common Stock**** (August 4th, 2015)

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

Searchlight Minerals Corp. – REGISTRATION RIGHTS AGREEMENT (August 4th, 2015)

This Agreement is made pursuant to a Subscription Agreement and Investor Questionnaire, dated as of __________, 2015, executed and delivered to the Company by each Purchaser (the “Purchase Agreement”).

Searchlight Minerals Corp. – WARRANT TO PURCHASE COMMON STOCK (May 28th, 2015)

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

Searchlight Minerals Corp. – REGISTRATION RIGHTS AGREEMENT (May 28th, 2015)

This Agreement is made pursuant to a Subscription Agreement and Investor Questionnaire, dated as of __________, 2015, executed and delivered to the Company by each Purchaser (the “Purchase Agreement”).

Searchlight Minerals Corp. – SEARCHLIGHT MINERALS CORP. WARRANT TO PURCHASE COMMON STOCK ****4,250,000 Shares of Common Stock**** (March 30th, 2015)

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

Searchlight Minerals Corp. – REGISTRATION RIGHTS AGREEMENT (March 30th, 2015)

This Agreement is made pursuant to the Supplemental Subscription Agreement, dated as of March 9, 2015 between the Company and each Purchaser (the “Purchase Agreement”), in connection with Purchaser’s previous investment in the September 18, 2013 private placement offering of the Company.

Searchlight Minerals Corp. – COMMON STOCK AND WARRANT PURCHASE AGREEMENT (March 30th, 2015)

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

Searchlight Minerals Corp. – REGISTRATION RIGHTS AGREEMENT (March 30th, 2015)

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”).

Searchlight Minerals Corp. – SEARCHLIGHT MINERALS CORP. PROVIDES UPDATE ON ITS CLARKDALE SLAG PROJECT (March 10th, 2015)

HENDERSON, Nevada (March 10, 2015) -- Searchlight Minerals Corp. (OTCBB: SRCH) (“Searchlight” or the “Company”) today provided an update on its Clarkdale Slag Project as it continues its autoclave testing and optimization of gold recovery and moves towards commercial operation and project feasibility.

Searchlight Minerals Corp. – SEARCHLIGHT MINERALS CORP. WARRANT TO PURCHASE COMMON STOCK ****<<NO OF SHARES>> Shares of Common Stock**** (October 28th, 2014)

THIS WARRANT CERTIFIES THAT, for value received, the investor or registered assigns (the “Holder”), is entitled to subscribe for and purchase from Searchlight Minerals Corp., a Nevada corporation (the “Company”), up to and including the number of fully paid and nonassessable, restricted shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company set forth above, at the exercise price of $0.30 per share ( the “Warrant Exercise Price”) (and as adjusted from time to time pursuant to Section III hereof), at any time or from time to time from the date first set forth above (the “Issue Date”) and prior to or upon <<EXPIRATION DATE>> 2019 (the “Expiration Date”), subject to the provisions and upon the terms and conditions hereinafter set forth:

Searchlight Minerals Corp. – PLEDGE AND SECURITY AGREEMENT (September 24th, 2013)

THIS PLEDGE AND SECURITY AGREEMENT (as amended, modified or otherwise supplemented from time to time, the “Security Agreement”), is entered into as of September 18, 2013, by and among Searchlight Minerals Corp., a Nevada corporation (“Searchlight”), Clarkdale Minerals, LLC, a Nevada limited liability company (“Clarkdale Minerals”) and Clarkdale Metals Corp., a Nevada corporation (“Clarkdale Metals”, and together with Searchlight and Clarkdale Minerals, the “Companies,” or individually, each a “Company”), in favor of Collateral Agent (as defined in Section 10 hereof) on behalf of the Secured Parties listed on the signature pages hereof and any subsequent holder(s) of the Notes (as defined below) assigned in accordance with terms of the Notes.

Searchlight Minerals Corp. – Sublease Agreement (September 24th, 2013)

THIS LEASE is made this 1st day of September, 2013, by and between Ireland, Inc., (hereinafter referred to as "Lessor"), and Searchlight Minerals, (hereinafter referred to as Lessee").

Searchlight Minerals Corp. – SEARCHLIGHT MINERALS CORP. SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (September 24th, 2013)

This Secured Convertible Note Purchase Agreement (this “Agreement”) is made as of September 18, 2013, by and between Searchlight Minerals Corp., a Nevada corporation (the “Company”), and the investors listed on Schedule I (the “Schedule of Investors”) attached to this Agreement (each an “Investor” and together the “Investors”).

Searchlight Minerals Corp. – REGISTRATION RIGHTS AGREEMENT (September 24th, 2013)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 18, 2013, between Searchlight Minerals Corp., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

Searchlight Minerals Corp. – FIRST AMENDMENT TO VOTING AGREEMENT AND IRREVOCABLE PROXY COUPLED WITH INTEREST (September 24th, 2013)

THIS FIRST AMENDMENT (this “First Amendment”) to the Voting Agreement and Irrevocable Proxy Coupled with Interest dated June 7, 2012 (the “Voting Agreement”), entered into by and among Searchlight Minerals Corp., a Nevada Corporation (the "Company"), and each of the undersigned stockholders (each, a "Stockholder" and collectively, the "Stockholders") of the Company, is effective as of September 18, 2013 (the “Effective Date”). The Stockholders and the Company are sometimes collectively referred to herein as the “Parties.” All capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Voting Agreement.

Searchlight Minerals Corp. – SEARCHLIGHT MINERALS CORP. CLOSES ON $4 MILLION CAPITAL RAISE LUXOR CAPITAL PARTNERS LP AND COMPANY’S CEO ARE LARGEST INVESTORS IN SECURED CONVERTIBLE NOTE FINANCING (September 24th, 2013)

HENDERSON, Nevada (September 23, 2013) -- Searchlight Minerals Corp. (OTCBB: SRCH) (“Searchlight” or the “Company”) today announced that it has closed on a $4 million capital raise by the sale of five-year Senior Secured Convertible Notes (“the Notes”) to a number of accredited investors.

Searchlight Minerals Corp. – FIRST AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF SEARCHLIGHT MINERALS CORP. (a Nevada corporation) (Effective as of September 18, 2013) (September 24th, 2013)

On September 13, 2013, the Board of Directors of Searchlight Minerals Corp. (the “Company”) voted to approve the amendment set forth below to the Amended and Restated Bylaws of the Company, dated as of April 23, 2009 (the “Bylaws”), to become effective on September 18, 2013.

Searchlight Minerals Corp. – Contract (September 24th, 2013)

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE OR FOR WHICH THEY ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Searchlight Minerals Corp. – SEARCHLIGHT MINERALS CORP. BINDING SECURED CONVERTIBLE NOTE Term Sheet AUGUST 19, 2013 (August 21st, 2013)

The provisions of this binding term sheet (this “Term Sheet”) are entered into for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and are intended to be legally binding. Such terms will be elaborated in more detail in subsequent documentation, but this Term Sheet itself embodies the intent of the parties hereto. Accordingly, the parties hereto agree to the following terms:

Searchlight Minerals Corp. – LUXOR CAPITAL GROUP COMMITS TO PURCHASE $2.6 M OF A POSSIBLE $5.75 M SECURED CONVERTIBLE NOTE (August 21st, 2013)

HENDERSON, Nevada (August 20, 2013) -- Searchlight Minerals Corp. (OTCQB: SRCH) (“Searchlight” or the “Company”) today announced that it has entered into a binding commitment with Luxor Capital Group (“Luxor”) for the issuance of a $2,600,000 secured convertible note (the “Luxor Note”).  The Luxor Note will bear interest at a rate of 7% per annum and shall be convertible at the holder’s option into common shares of the Company at a price per share of $0.40.

Searchlight Minerals Corp. – SECURITIES PURCHASE AGREEMENT (June 11th, 2012)

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

Searchlight Minerals Corp. – VOTING AGREEMENT AND IRREVOCABLE PROXY COUPLED WITH INTEREST (June 11th, 2012)

This VOTING AGREEMENT AND IRREVOCABLE PROXY COUPLED WITH INTEREST (this “Agreement”), dated June 7, 2012, is entered into by and among Searchlight Minerals Corp., a Nevada corporation (the “Company”), and the undersigned stockholders (each, a “Stockholder” and collectively, the “Stockholders”) of the Company. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Rights Agreement (as defined below).

Searchlight Minerals Corp. – REGISTRATION RIGHTS AGREEMENT (June 11th, 2012)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 7, 2012, between Searchlight Minerals Corp., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

Searchlight Minerals Corp. – THIRD AMENDMENT TO ASSIGNMENT AGREEMENT (July 27th, 2011)

This Third Amendment to Assignment Agreement (this “Agreement”) is made and entered into as of July 25, 2011 (the “Effective Date”) by and among Searchlight Minerals Corp., a Nevada corporation (“Searchlight”), and Nanominerals Corp., a Nevada corporation (“Nano”).

Searchlight Minerals Corp. – COMMON STOCK PURCHASE AGREEMENT (December 27th, 2010)

This Common Stock Purchase Agreement (this “Agreement”) is dated as of December 22, 2010, by and between Searchlight Minerals Corp., a Nevada corporation (the “Company”), and Seaside 88, LP, a Florida limited partnership (such investor, including its successors and assigns, “Seaside”).

Searchlight Minerals Corp. – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (November 9th, 2010)

This First Amendment to Employment Agreement (“Amendment”) is entered into on November 8, 2010 by and between Searchlight Minerals Corp., a Nevada corporation (“Company”) and Martin B. Oring (“Executive”).

Searchlight Minerals Corp. – SEARCHLIGHT MINERALS CORP. (October 18th, 2010)

INDENTURE, dated as of ___________________, 20____, between Searchlight Minerals Corp., a corporation duly organized and existing under the laws of the State of Nevada (herein called the “Company”), having its principal executive office at 2441 W. Horizon Ridge Pkwy., Suite 120, Henderson, Nevada, 89052 and _____________________, as Trustee (herein called the “Trustee”).

Searchlight Minerals Corp. – SEARCHLIGHT MINERALS CORP. TO (October 18th, 2010)

INDENTURE, dated as of             , 20    , between Searchlight Minerals Corp., a corporation duly organized and existing under the laws of the State of Nevada (herein called the “Company”), having its principal executive office at 2441 W. Horizon Ridge Pkwy., Suite 120, Henderson, Nevada, 89052, and             , as Trustee (herein called the “Trustee”).

Searchlight Minerals Corp. – SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS (October 4th, 2010)

This Separation Agreement (the “Agreement”) is entered into as of the date of the last signature on the signature page hereof, by and between Ian R. McNeil (“Executive”) and Searchlight Minerals Corp. (“Company”).  Company and Executive are each a “Party” and are collectively “Parties” to this Agreement.  The Parties agree as a matter of fact that: