Treasury Uses in Corporate Transaction in which Options are Assumed Clause

Corporate Transaction in which Options are Assumed 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").

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).