Termination of Right of Action Uses in Effect of Certain Changes Clause

Effect of Certain Changes 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").

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.