Option Agreement Uses in Action by the Board Clause

Action by the Board from Stock Option Agreement

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").

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.