Searchlight Minerals Corp. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 24th, 2013 • Searchlight Minerals Corp. • Metal mining

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”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 23rd, 2016 • Searchlight Minerals Corp. • Metal mining • New York

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.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 4th, 2015 • Searchlight Minerals Corp. • Metal mining • Nevada

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. and EMPIRE STOCK TRANSFER Rights Agent
Rights Agreement • August 25th, 2009 • Searchlight Minerals Corp. • Services-business services, nec • Nevada

THIS AGREEMENT, dated as of August 24, 2009, between SEARCHLIGHT MINERALS CORP. , a Nevada corporation (the “Company”), and EMPIRE STOCK TRANSFER INC., a Nevada corporation(the “Rights Agent”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 28th, 2015 • Searchlight Minerals Corp. • Metal mining • Nevada

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”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 11th, 2012 • Searchlight Minerals Corp. • Metal mining • New York

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”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 30th, 2015 • Searchlight Minerals Corp. • Metal mining

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. WARRANT TO PURCHASE COMMON STOCK ****__________ Shares of Common Stock****
Searchlight Minerals Corp. • August 4th, 2015 • Metal mining • Nevada

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. WARRANT TO PURCHASE COMMON STOCK ****4,250,000 Shares of Common Stock****
Purchase Common Stock • March 30th, 2015 • Searchlight Minerals Corp. • Metal mining • Nevada

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:

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 13th, 2009 • Searchlight Minerals Corp. • Metal mining • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 12, 2009, 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”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • June 20th, 2006 • Searchlight Minerals Corp. • Services-business services, nec • Nevada

This Executive Employment Agreement (the "Agreement") is made and entered into effective as of the 14th day of June, 2006 (the "Effective Date"), between SEARCHLIGHT MINERALS CORP., a Nevada corporation, (the "Company") and MELVIN L. WILLIAMS (the “Executive”).

EXTENSION AGREEMENT
Extension Agreement • June 24th, 2005 • Phage Genomics, Inc • Services-business services, nec

THIS EXTENSION AGREEMENT is made effective as of the 22nd day of June, 2005, by and among Phage Genomics, Inc. (the “Optionee”), K. Ian Matheson (“Matheson”), Searchlight Minerals, Inc. and Gold Crown Minerals Inc., (together the “Optionors”) (the "Extension Agreement").

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • December 27th, 2010 • Searchlight Minerals Corp. • Metal mining • New York

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”).

AGENCY AGREEMENT
Agency Agreement • March 29th, 2007 • Searchlight Minerals Corp. • Services-business services, nec • Nevada

We understand that Searchlight Minerals Corp. (the “Corporation”) proposes to issue up to 2,333,333 Units of the Corporation at a subscription price of US$3.00 per unit (“Unit”), each Unit consisting of (i) one common share in the capital of the Corporation (each a “Common Share” and collectively, the “Common Shares”), (ii) one half of one common share purchase warrant (each a “Warrant” and collectively, the “Warrants”), each whole Warrant exercisable into one additional common share of the Corporation (each a “Warrant Share” and collectively, the “Warrant Shares”) for a period of twenty four months from the Closing Date (defined below) at a price of US$4.50 per share; provided, however, that if the average closing price of the Common Shares exceeds US$6.50 for twenty consecutive trading days, the Corporation shall have the option (the “Call”) to accelerate the expiry of the Warrants to the thirtieth day following the date on which notice is provided by the Corporation of such accelera

EXTENSION AGREEMENT
Extension Agreement • June 24th, 2005 • Phage Genomics, Inc • Services-business services, nec

THIS EXTENSION AGREEMENT is made effective as of the 22nd day of June, 2005, by and among Phage Genomics, Inc. (the “Optionee”), K. Ian Matheson (“Matheson”), Searchlight Minerals, Inc., Pass Minerals Inc., Michael D. Anderson, Farrell Drozd, and Michael I. Matheson, (together the “Optionors”) (the "Extension Agreement").

VOTING AGREEMENT AND IRREVOCABLE PROXY COUPLED WITH INTEREST
Voting Agreement • June 11th, 2012 • Searchlight Minerals Corp. • Metal mining • Nevada

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).

FIRST AMENDMENT TO VOTING AGREEMENT AND IRREVOCABLE PROXY COUPLED WITH INTEREST
Voting Agreement • September 24th, 2013 • Searchlight Minerals Corp. • Metal mining

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.

FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 23rd, 2007 • Searchlight Minerals Corp. • Services-business services, nec

This First Amendment to the Executive Employment Agreement dated February 16, 2007 between SEARCHLIGHT MINERALS CORP., a Nevada corporation, (the “Company”) and CARL S. AGER (the “Executive”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • April 26th, 2007 • Searchlight Minerals Corp. • Services-business services, nec • Nevada

VERDE RIVER IRON COMPANY, LLC., a Nevada limited liability company, having a corporate address at 4950 Buckley Cove Way, Suite 8, Stockton, CA 95219

ACQUISITION AGREEMENT
Acquisition Agreement • November 13th, 2001 • LCM Equity Inc • Services-business services, nec • Nevada

THIS ACQUISITION AGREEMENT (the "Agreement") is made as this 26th day of October 2001, by and among L.C.M. Equity, Inc., Nevada corporation (hereinafter referred to as "LCM"); Regina Bio Technologies Ltd., a United Kingdom corporation (hereinafter referred to as "RBT"); and Casey Harlingen, (hereinafter referred to as the "Stockholder.), who is the sole shareholder of RBT.

FIRST AMENDMENT TO ASSIGNMENT AGREEMENT
Assignment Agreement • October 28th, 2005 • Searchlight Minerals Corp. • Services-business services, nec

This First Amendment to the Assignment Agreement (the “Agreement”) is made effective as of October 24, 2005 (the "Effective Date"), between Searchlight Minerals Corp. (“SMC”) and Nanominerals Corp. (“NMC”). SMC and NMC are each referred to herein as a Party, and collectively as the Parties.

EXTENSION AGREEMENT
Extension Agreement • June 24th, 2005 • Phage Genomics, Inc • Services-business services, nec

THIS EXTENSION AGREEMENT is made effective as of the 22nd day of June, 2005, by and among Phage Genomics, Inc. (the “Optionee”), K. Ian Matheson (“Matheson”), Searchlight Minerals, Inc. and Pilot Plant Inc., (together the “Optionors”) (the "Extension Agreement").

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SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS
Separation Agreement and General Release of Claims • October 4th, 2010 • Searchlight Minerals Corp. • Metal mining • Nevada

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:

AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • March 23rd, 2016 • Searchlight Minerals Corp. • Metal mining

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.”

EXTENSION AGREEMENT
Extension Agreement • June 24th, 2005 • Phage Genomics, Inc • Services-business services, nec

THIS EXTENSION AGREEMENT is made effective as of the 22nd day of June, 2005, by and among Phage Genomics, Inc. (the “Optionee”), K. Ian Matheson (“Matheson”), Searchlight Minerals, Inc. and Gold Hunter Inc., (together the “Optionors”) (the "Extension Agreement").

SEARCHLIGHT MINERALS CORP. STOCK OPTION AGREEMENT (Nonqualified Stock Option Grant)
Stock Option Agreement • October 4th, 2010 • Searchlight Minerals Corp. • Metal mining • Nevada

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”).

COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Common Stock and Warrant Purchase Agreement • March 30th, 2015 • Searchlight Minerals Corp. • Metal mining • Nevada

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. SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT
Secured Convertible Note Purchase Agreement • September 24th, 2013 • Searchlight Minerals Corp. • Metal mining • New York

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”).

Sublease Agreement
Sublease Agreement • September 24th, 2013 • Searchlight Minerals Corp. • Metal mining

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").

THIRD AMENDMENT TO ASSIGNMENT AGREEMENT
Assignment Agreement • July 27th, 2011 • Searchlight Minerals Corp. • Metal mining

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”).

SUBSCRIPTION AGREEMENT FOR UNITS
Subscription Agreement • May 7th, 2009 • Searchlight Minerals Corp. • Services-business services, nec • Nevada

The undersigned (hereinafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Units, each Unit comprising one common share and one half of one share purchase warrant (collectively, the “Units”) of the Corporation set forth below for the aggregate subscription price set forth below (the “Aggregate Subscription Price”), representing a subscription price of US$3.00 per Unit, (the “Subscription Agreement”) upon and subject to the terms and conditions contained in this Subscription Agreement. Each full warrant entitles the holder to purchase one additional common share at a price of US$4.50 for a period of two (2) years from the Closing Date. In addition to this face page, the Subscriber must also complete the attached Schedule A hereto.

RESEARCH AGREEMENT
Research Agreement • July 1st, 2002 • Regma Bio Technologies LTD • Services-business services, nec

THIS RESEARCH AGREEMENT ("Agreement"), effective as of the day when both parties have signed the Agreement (hereafter effective date), made and entered into by and between Institut Pasteur de Lille, ("Researcher") of 1 Rue du Pr. Calmette, 59000 Lille, France, represented by Professor Andre' Capron, and Regma Bio Technologies Ltd Nevada USA ("Sponsor"), a public company limited by sharee, of 217 Plaza 535 Kings Road London SW10 O5Z, UK represented by Dr. David Rooke, President.

FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 23rd, 2007 • Searchlight Minerals Corp. • Services-business services, nec

This First Amendment to the Executive Employment Agreement dated February 16, 2007 between SEARCHLIGHT MINERALS CORP., a Nevada corporation, (the “Company”) and MELVIN L. WILLIAMS (the “Executive”).

EXTENSION AGREEMENT
Extension Agreement • June 24th, 2005 • Phage Genomics, Inc • Services-business services, nec

THIS EXTENSION AGREEMENT is made effective as of the 22nd day of June, 2005, by and among Phage Genomics, Inc. (the “Optionee”), K. Ian Matheson (“Matheson”), Searchlight Minerals, Inc. and Bear Dog Mines Inc., (together the “Optionors”) (the "Extension Agreement").

May 9, 2005 Mr. Ian Matheson President & CEO Searchlight Minerals Corp. 2215 Lucerne Circle Henderson, NV 89015 USA Dear Ian:
Searchlight Minerals Corp. • August 22nd, 2005 • Services-business services, nec

Further to our discussions, Dominick & Dominick Securities Inc. ("Dominick") is pleased to outline the terms of an agreement pursuant to which we would be engaged by Searchlight Minerals Corp. (the "Company"), to act as its agent for the private placement of up to 4,000,000 units of the Company's common stock at a price of $0.50 per unit, for gross proceeds of up to US$2,000,000, on terms mutually agreeable between the parties hereto, certain of which terms are set forth in Schedule A, annexed hereto and incorporated by reference (such private placement referred to as the "Offering"). Each Unit will consist of one share of the Company's common stock, par value $0.001 per share (each a "Share"), one half (1/2) of one share purchase warrant to (each a "Warrant") and a Penalty Warrant (as defined below). Each one full Warrant will entitle the holder to purchase one additional Share for a period of nine months from closing of the Offering, at a price of $1.25 per share. Each penalty warran

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