Agency Agreement dated March 21, 2007 between D&D Securities Company and Searchlight Minerals Corp

Sale on Exempt Basis. The Agent will use its reasonable best efforts to arrange for purchasers (the “Purchasers”) for the Offered Securities in Ontario, Alberta, and British Columbia (the “Selling Jurisdictions”) in connection with the Offering. The sale of the Offered Securities to Purchasers in the Selling Jurisdictions is to be effected in a manner in each of the Selling Jurisdictions that is in compliance with all applicable securities laws and is exempt from the prospectus requirements of the securities acts, regulations, rules and policies promulgated thereunder. Each Purchaser of the Offered Securities, beneficial Purchaser or person or individual forming part of a group acting as a Purchaser shall purchase on the basis of one of the exemption representations appearing in the Subscription Agreement, and no such trade will be made in any manner which requires the Corporation to deliver to the Purchaser any document which constitutes an “offering memorandum” under any applicable securities laws.

Compensation. Subject to regulatory approval, the Corporation agrees to pay to the Agent at the Closing Time (as defined herein) an aggregate fee (the “Fee”) in cash, equal to 7.5% of the gross proceeds from the sale of the Offered Securities, in consideration of the services to be rendered by the Agent in connection with the Offering, which services shall include:

acting as Agent of the Corporation to solicit, on a reasonable best efforts basis, offers to purchase the Offered Securities;

assisting in the preparation of the form of Subscription Agreements to be entered into by the Corporation and each of the Purchasers; and

advising the Corporation with respect to the private placement of the Offered Securities.

the Corporation has been duly incorporated, amalgamated or continued and is validly subsisting under the laws of Nevada;

other than Clarkdale Metals Corp. and Clarkdale Minerals LLC (collectively, the “Subsidiaries”), the Corporation has no active or material Subsidiary, as such term is defined in the Securities Act (Ontario);

with respect to the Corporation and each of the Subsidiaries, except to the extent that any violation or other matter referred to in this subparagraph does not have a material adverse effect on the business, financial condition, assets, properties, liabilities or operations of the Corporation or each of the Subsidiaries (the “Property”)

the Corporation and its Subsidiaries are not in violation of any applicable federal, state or local laws, regulations, orders, government decrees or ordinances with respect to environmental, health or safety matters (collectively, “Environmental Laws”);

the Corporation and its Subsidiaries have operated its business at all times and have received, handled, used, stored, treated, shipped and disposed of all contaminants without violation of Environmental Laws;

the Corporation and its Subsidiaries have had no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water or any municipal or other sewer or drain water systems that have not been remedied;

no orders, directions or notices have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Corporation and its Subsidiaries;

the Corporation and its Subsidiaries have not failed to report to the proper federal, state, local or other political subdivision, government, department, commission, board, bureau, agency or instrumentality, domestic or foreign the occurrence of any event which is required to be so reported under Environmental Laws;

the Corporation and its Subsidiaries hold all licenses, permits and approvals required under any Environmental Laws in connection with the operation of its business and the ownership and use of its assets, all such licenses, permits and approvals are in full force and effect, and except for (A) notifications and conditions of general application to assets of the type owned by the Corporation or its Subsidiaries, and (B) notifications relating to reclamation, remediation or similar obligations under Environmental Laws, the Corporation and its Subsidiaries have not received any notification pursuant to any Environmental Laws that any work, repairs, construction or capital expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any licence, permit or approval issued pursuant thereto, or that any licence, permit or approval referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; and

Except as allowed by law, the Property has not, does not, and will not contain any chemical or other substance that is prohibited, limited or regulated by law, or that might pose a hazard to health or safety (including, but not limited to, asbestos, asbestos-containing materials, radon gas, urea formaldehyde foam insulation and polychlorinated biphenyls; or any other substance deemed to be a “hazardous material,” “toxic substance,” “hazardous substance,” “hazardous waste” or “solid waste (collectively “Hazardous Substances”), by, without limiting the generality of the foregoing, the United States Environmental Protection Agency or in the Resource Conservation and Recovery Act of 1976, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Clean Air Act, the Clean Water Act, the Safe Drinking Water Act, the National Environmental Policy Act of 1969, the Superfund Amendment and Reauthorization Act of 1986 and Title III of the Superfund Amendment and Rehabilitation Act, Nevada Revised Statutes Chapter 40 and Chapter 459, or any and all regulations promulgated under any such law; or any and all similar or successor laws.

Each of the Corporation and the Subsidiaries has all requisite corporate capacity, power and authority to carry on its business as now conducted and as presently proposed to be conducted by it and to own, lease and operate its assets and the Corporation has all requisite corporate power and authority to carry out the provisions of this Agreement, the Subscription Agreements and to undertake the Offering and all other transactions contemplated herein;

the authorized capital of the Corporation consists of 400,000,000 common shares of which 89,151,666 common shares and no preferred shares are issued and outstanding as at the date hereof, and all of the Corporation’s issued and outstanding shares are fully paid and non- assessable;

the minutes of the Directors’ and Shareholders’ meetings of the Corporation as provided to Agent’s counsel are true and correct and contain all the resolutions of the directors and shareholders as of the date hereof;

other than pursuant to the provisions of this Agreement, as of the date of this Agreement, no person, firm, corporation or other entity holds any securities convertible or exchangeable into securities of the Corporation or now has any agreement, warrant, option, right or privilege (whether preemptive or contractual) being or capable of becoming an agreement, option or right for the purchase, subscription or issuance of any unissued shares, securities (including convertible securities) or warrants of the Corporation other than 18,941,003 outstanding warrants and 3,945,700 stock options issued to directors, officers, employees and key consultants of the Corporation under the Corporation’s stock option plan;

each of this Agreement, the Subscription Agreements, Broker’s Warrants and Warrants (collectively, the “Transaction Documents”) have been, or will be, upon execution thereof, duly authorized, executed and delivered by the Corporation and constitute, or will constitute when executed, a legal, valid and binding obligation of the Corporation enforceable in accordance with its terms except that: (i) the enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally, (ii) rights of indemnity, contribution and waiver of contribution thereunder may be limited under applicable law; and (iii) equitable remedies, including, without limitation, specific performance and injunctive relief, may be granted only in the discretion of a court of competent jurisdiction;

the Corporation is not in default or breach of, and the execution and delivery of, and the compliance with the terms of, the Transaction Documents will not result in a material breach of, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of, and does not and will not conflict with: (i) any material statute, rule or regulation applicable to the Corporation; (ii) any of the terms, conditions or provisions of the constating documents or by-laws or resolutions of the Corporation; (iii) any material trust indenture, agreement, instrument, lease or other document (“Material Contract”) to which the Corporation is a party or by which the Corporation is a party or will be contractually bound as of the Closing Time; or (iv) any material judgment, decree or order binding on the Corporation, or any of its assets;

all Material Contracts to which the Corporation or any of its Subsidiaries is a party are in good standing and in full force and effect unamended and no material default or breach exists in respect of any of them on the part of any of the parties to them and no event has occurred which, after the giving of notice or the lapse of time or both would constitute such a default or breach and which would have a material adverse effect on the Corporation; the foregoing includes all the presently outstanding Material Contracts entered into by the Corporation in the course of carrying out its operations and all operations related thereto;

the audited annual financial statements of the Corporation as at and for the year ended December 31, 2005 and the unaudited financial statements of the Corporation for the period ending September 30, 2006 (collectively, the “Financial Statements”), delivered to the Agent (i) are, in all material respects, consistent with the books and records of the Corporation on a consolidated basis; (ii) contain and reflect all material adjustments for the fair presentation of the consolidated results of operations and the financial condition of the business of the Corporation for the periods covered thereby in accordance with generally accepted accounting principles in the United States, consistently applied; and (iii) present fully, fairly and correctly, the consolidated material assets and financial condition of the

Corporation as at the date thereof and the results of operations and the changes in financial position for the period then ended;

except as otherwise disclosed in the Corporation’s public filings with the United States Securities and Exchange Commission, there has not been any material change in the consolidated assets, liabilities or obligations (absolute, contingent or otherwise) of the Corporation from the position set forth in the Financial Statements and there has not been any adverse material change in the business, operations, capital or condition (financial or otherwise) or results of the operations of the Corporation since September 30, 2006; and since that date and except as publicly disclosed, there have been no material facts, transactions, events or occurrences which could reasonably be expected to materially adversely affect the capital, assets, liabilities (absolute, accrued, contingent or otherwise), business, operations or condition (financial or otherwise) or results of the operations of the Corporation;

other than as disclosed to the Agent, there are no actions, suits, proceedings or inquiries, including, to the best of the Corporation’s knowledge, pending or threatened against or affecting the Corporation or any of the Subsidiaries claiming an amount in excess of $50,000 in the aggregate, at law or in equity or before or by any federal, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality which in any way could reasonably be expected to materially adversely affect the capital assets, liabilities (absolute, accrued, contingent or otherwise), business, operations or condition (financial or otherwise) or results of the operations of the Corporation (on a consolidated basis) or any of the material properties or assets of the Corporation or any of the Subsidiaries and the Corporation and each of the Subsidiaries has no knowledge of any existing ground on which any such suit, proceeding or inquiry might be commenced with any reasonable likelihood of success;

the Corporation and each of the Subsidiaries, and any predecessor corporation, have filed all necessary tax returns and notices required to be filed by them and the Corporation and each of the Subsidiaries is not aware of any tax deficiencies or interest or penalties accrued or accruing, or alleged to be accrued or accruing, thereon with respect to itself where, in any of the above cases, it could reasonably be expected to result in any material adverse change in the capital, assets, liabilities (absolute, accrued, contingent or otherwise), business, operations or condition (financial or otherwise), prospects or results of operations of the Corporation (on a consolidated basis);

no order ceasing or suspending trading in securities of the Corporation or prohibiting the sale of securities by the Corporation has been issued that remains outstanding and, to its knowledge, no proceedings for this purpose have been instituted, are pending, contemplated or threatened by any securities commission or self-regulatory organization, the Corporation is not in default of any material requirement of any applicable securities legislation and, the Corporation is entitled to avail itself of the applicable prospectus exemptions available under such securities legislation in respect of the trades in its securities to Purchasers as contemplated in this Agreement;

the Corporation has no reason to believe that the Engineering Report by Arrakis, Inc. and Richard T. Hewlett dated May 24, 2005, has been prepared other than in accordance with industry standards required by state and federal law;

the Corporation has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its securities of any class, or, directly or indirectly,

redeemed, purchased or otherwise acquired any of its securities or agreed to do any of the foregoing;

the representations, warranties and covenants made by the Corporation in the Subscription Agreements are, or will be, true and correct as of the date at which it are made and on the Closing Date;

the Corporation has full corporate power and authority to issue the Subject Securities on the applicable Closing Date, the Common Shares will be duly and validly authorized, allotted and issued as fully paid and non-assessable, the Warrants will be duly and validly authorized and issued, and the Broker’s Warrant will be validly authorized and issued;

the Corporation and, if applicable, each of the Subsidiaries has sufficiently provided for an adequate reserve related to present or future abandonment and related costs;

the information and statements filed with the applicable securities regulators as at the date hereof, relating to the Corporation and each of the Subsidiaries are true, correct, and complete and do not contain any misrepresentation, as of the respective dates of such information or statements, and no material change has occurred in relation to the Corporation or any of the Subsidiaries which is not disclosed in the documents filed with the applicable securities regulators, and the Corporation has not filed any confidential material change reports which continue to be confidential;

the Corporation is a “reporting company”, being an issuer that has a class of securities registered under Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934 or is required to file reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 not in default of applicable securities legislation, and is not, to the best of its knowledge, in material default of securities legislation or subject to any cease trade order or other restriction on the transfer of its securities;

no authorization, approval or consent of any court or United States federal or state governmental authority or agency is necessary in connection with the sale of the Offered Securities as contemplated hereunder, except such as may be required under U.S. securities laws, including, without limitation the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder or state securities laws;

Pacific Stock Transfer Company at its principal office in 500 E. Warm Springs, Suite 240, Las Vegas, Nevada 89119, is the duly appointed registrar and transfer agent of the Corporation with respect to the common shares;

to the knowledge of the Corporation, no insider of the Corporation has a present intention to sell any securities of the Corporation held by it;

any and all operations of the Corporation have been conducted in accordance with good industry practices and in material compliance with applicable laws, rules, regulations, orders and directions of government and other competent authorities;

subject to the rights granted to it under the various option agreements referred to in the Corporation’s public filings and the conditions of applicable regulatory permits, the Corporation and each of the Subsidiaries has all right, title and interest to all of its properties, all of the resources on its properties including the irrevocable right to produce and sell all material resources extracted from its properties (for the purpose of this clause, the foregoing is referred to as the “Interest”), subject always to applicable laws and regulation, and does

represent and warrant that, other than liens arising in the ordinary course of business, (i) the Corporation and each of the Subsidiaries has not alienated or encumbered the Interest or any part or portion thereof; (ii) the Corporation and each of the Subsidiaries has not committed and is not aware of there have been committed any act or omission whereby the Interest or any part or portion thereof may be cancelled, terminated or otherwise impacted; and (iii) the Interest is now free and clear of all liens, conversion rights, encumbrances and other claims of third parties whatsoever;

the Corporation has caused its employees or consultants, on an ongoing basis, in connection with the day-to-day operation of its business, to review all documents, correspondence and other material relating to its properties;

other than the Agent, there is no person, firm or company acting or purporting to act at the request of the Corporation, who is entitled to any brokerage or finder’s fee in connection with the transactions contemplated herein and in the event that any person, firm or company acting or purporting to act for the Corporation at the request of the Corporation establishes a claim for any fee from the Agent, the Corporation covenants to indemnify and hold harmless the Agent with respect thereto and with respect to all costs reasonably incurred in the defence thereof;

there is not, in the bylaws or articles of the Corporation or in any agreement, mortgage, note, debenture, indenture or other instrument or document to which the Corporation is a party, any restriction upon or impediment to the declaration or payment of dividends by the directors of the Corporation or the payment of dividends by the Corporation to the holders of its common shares;

the Corporation has not withheld, and will not withhold from the Agent, any facts relating to the Corporation or to the offering of the Offered Securities that would reasonably be considered material to a prospective purchaser of the Offered Securities; and

the Due Diligence Session Responses provided at the Pre-Closing Due Diligence Session dated the 21^st day of February, 2007 were true and correct in all material respects as at the time such responses were given and will remain so as at the Closing Time. “Due Diligence Session Responses” means the responses of the Company at the Pre-Closing Due Diligence Session excluding the portion of such responses which are forward-looking or relate to projections or forecasts. “Pre-Closing Due Diligence Session” means the oral due diligence sessions held prior to closing of the Offering, for which the Agent and Agent’s counsel distributed a list of written questions to be answered at such due diligence session (which list may be augmented by additional questions posed at a due diligence session) by the Company’s senior management, auditors, independent engineers and other experts as requested by the Agent.

Covenants of the Corporation - The Corporation further agrees to do as follows:

the covenants made by the Corporation in the Subscription Agreements will be complied with fully;

permit the Agent and its counsel to participate fully in the preparation of the Transaction Documents and allow the Agent and its counsel to conduct all due diligence which the Agent may reasonably require;

forthwith after the Closing (as hereinafter defined), file such documents as may be required under the applicable securities laws of the Selling Jurisdictions relating to the private

placement of the Units which, without limiting the generality of the foregoing, shall include a Form 45-106F1 in Ontario, Alberta and British Columbia;

complete the distribution of the Offered Securities in compliance with the requirements of applicable securities legislation in the Selling Jurisdictions;

to use its best efforts to maintain its status as a reporting company not in default of applicable securities laws, in all jurisdictions where it is presently a reporting company, and as a corporation in good standing under applicable corporate laws, until December 31, 2008 provided that the foregoing shall not restrict the ability of the Corporation to complete a merger, sale, acquisition or other similar transaction, one of the results of which is that the Corporation ceases to be a reporting issuer in any or all of such jurisdictions;

to use its best efforts to file with the US Securities and Exchange Commission a registration statement on Form SB-2 registering for resale at the option of the subscribers of the Units, the common stock underlying the Units, the Broker’s Warrant and the BW Shares (the “Registration Statement”) and have the registration statement declared effective within 120 days of the Closing of the Offering;

Prior to commencing any operations, Searchlight Minerals Corp. will obtain all necessary permits and post all reclamation and surety bonds required by the Federal Surface Management Regulations promulgated by the Department of the Interior, and the reclamation and permitting regulations promulgated by the Nevada Division of Environmental Protection, Bureau of Mining Regulation and Regulation, Nevada Administrative Code, or any and all similar or successor regulations.

the Corporation and the Agent having complied fully with all applicable securities laws, regulations, rules and policies promulgated thereunder required to be complied with prior to the Closing Time in connection with the Offering;

the Agent, having received an opinion of counsel to the Corporation in a form satisfactory to the Agent, acting reasonably, with respect to such matters as the Agent may reasonably request relating to the Offering of the Offered Securities and the Subject Securities including, without limitation, that:

each of the Corporation and the Subsidiaries have been duly incorporated, amalgamated or continued and are validly subsisting and have all requisite corporate power and authority to carry on their business as now conducted by them and to own their properties and assets and the Corporation and each of Subsidiaries is registered (where such registration is required) to carry on its business under the laws of each jurisdiction in which it carries on its business, as now conducted by it, and to own its properties and assets;

the Corporation has full corporate power and authority to enter into the Transaction Documents and to perform its obligations set out herein and therein, and the Transaction Documents have been duly authorized, executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with its

applicable bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors’ rights generally;

equitable remedies, including, the remedies of specific performance and injunctive relief, being available only in the discretion of the applicable courts;

the statutory and inherent powers of a court to grant relief from forfeiture, to stay execution of proceedings before it and to stay execution on judgments;

the applicable laws regarding limitations of actions;

enforceability of provisions which purport to sever any provision which is prohibited or unenforceable under applicable law without affecting the enforceability or validity of the remainder of such document, as would be determined only in the discretion of the courts;

enforceability of the provisions exculpating a party from liability or duty otherwise owed by it may be limited under applicable law; and

that rights to indemnify, contribution and waiver under this Agreement may be limited or unavailable under applicable law.

the execution and delivery of the Transaction Documents and the fulfillment of the terms thereof by the Corporation, and the performance of and compliance with the terms of the Transaction Documents by the Corporation do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, any applicable laws which are material to the Corporation, or any term or provision of the articles, by-laws or any mortgage, note, indenture, contract, agreement, instrument, lease or other document to which the Corporation is a party or by which it are bound on the Closing Date, of which such counsel is aware, or any judgment, decree, order, statute, rule or regulation applicable to the Corporation, of which such counsel is aware, which default or breach might reasonably be expected to materially adversely affect the capital, assets, liabilities (absolute, contingent or otherwise), business, operation or condition (financial or otherwise) prospects or results of the operation of the Corporation (on a consolidated basis);

the certificates representing the Offered Securities have been approved and adopted by the directors of the Corporation and comply with all legal requirements relating thereto;

the issuance and distribution of the Offered Securities by the Corporation to the purchasers and Broker’s Warrant to the Agent is exempt from the prospectus and registration requirements of the Selling Jurisdictions and no documents are required to be filed (other than specified forms accompanied by requisite filing fees), or proceedings to be taken or approvals, permits, consents or authorizations to be obtained in any of the Selling Jurisdictions to permit such issuance and

distribution of the Offered Securities, other than first trade and re-sale restrictions;

the authorized and issued capital of the Corporation, and, in addition to the foregoing, a favourable opinion of counsel to the Corporation in a form satisfactory to the Agent, acting reasonably, regarding:

compliance with all applicable securities legislation including, without limitation, the receipt of all necessary regulatory approvals (including, without limitation, the conditional approval of regulatory authorities) relating to the distribution of the Subject Securities;

the first trade in the Subject Securities and the nature and duration of re- sale restrictions applicable thereto;

the common shares being listed and posted for trading; and

as to all other legal matters relating to the creation, issuance, sale and delivery of the Subject Securities as Agent’s counsel may reasonably request;

the Corporation’s Interest has been created under agreements that are legally binding and enforceable in accordance with their terms.

the Agent having received a certificate of the Corporation dated the Closing Date, addressed to the Agent and signed on the Corporation’s behalf by its President, Chief Executive Officer or Chief Financial Officer certifying that:

the Corporation has complied with and satisfied all terms and conditions of this Agreement and the Subscription Agreements on its part to be complied with or satisfied at or prior to the Closing Time, and where applicable, other than those which have been waived by the Agent;

the representations and warranties of the Corporation set forth in this Agreement and, where applicable, the Subscription Agreements are true and correct at the Closing Time, as if made at such time;

no event of a nature referred to in subparagraphs 12(b), (c), (e), (f) or (g) has occurred or to the knowledge of such officer is pending, contemplated or threatened;

the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this agreement and the Subscription Agreements, the offering and sale

such other matters as may be reasonably requested by the Agent or Agent’s Counsel;

evidence satisfactory to the Agent that the Corporation has obtained all necessary regulatory approvals for the issuance of the Subject Securities, subject only to the filing of any documents and payment of any fees which may be required;

definitive certificates representing the Subject Securities registered in such name or names as the Agent shall notify the Corporation in writing of not less than 48 hours prior to the Closing Time (or such shorter time as the Corporation may agree to) and provided such certificates registered in such names may, subject to receipt by the Corporation of a satisfactory indemnity, be delivered in advance of the Closing Date to the Agent or such other parties in such locations as the Agent may direct and the Agent and the Corporation may agree upon;

payment of the Agent’s compensation provided for in section 2(b);

the Corporation having received duly completed and executed Subscription Agreements including any applicable Exhibits; and

the Corporation having received the aggregate subscription price in respect of the Offered Securities so subscribed for.

Material Changes - If after the date hereof until the Closing Date:

there occurs any material change or material changes (actual, proposed or prospective) in respect of the Corporation;

there occurs any change in any material fact in respect of the Corporation;

promptly notify the Agent, in writing, providing full particulars of any such change;

file or cause to be filed with reasonable promptness, and in any event within any statutory limitation period therefor, any document required to be filed with any regulatory body having jurisdiction and comply with all requirements of any applicable securities legislation of such jurisdiction, to qualify the distribution of the Subject Securities.

the Agent and/or the Personnel have been grossly negligent or dishonest or have committed any fraudulent act in the course of such performance;

the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, resulted from the gross negligence, dishonesty or fraud referred to in (i); or

in the event that the Agent breaches any material provision of this Agreement or material applicable law.

the Agent is not satisfied in its sole discretion, acting reasonably, with the results of all or any portion of its due diligence review and investigations of the Corporation;

there is in the sole opinion of the Agent, acting reasonably, a material change or change in material fact or new material fact or an undisclosed material fact or material change which might be expected to have a material adverse effect on the business, affairs, profitability or prospects of the Corporation on a consolidated basis or on the market price or value of the Offered Securities;

there should develop, occur or come into effect any occurrence of national or international consequence, or any action, law or regulation, inquiry, or other occurrence of any nature whatsoever which, in the sole opinion of the Agent acting reasonably, seriously affects, or may seriously affect, the financial markets or the business of the Corporation, or the market price or value of the Offered Securities or other securities of the Corporation;

the state of the financial markets is such that in the sole opinion of the Agent, acting reasonably, it would be unprofitable to offer or continue to offer the Offered Securities for sale;

there is an inquiry, action, suit, proceeding or investigation (whether formal or informal instituted or announced or threatened) in relation to the Corporation, or any one of the Corporation's directors, officers or principal shareholders which in the opinion of the Agent, acting reasonably, operates to prevent the distribution of the Subject Securities;

any order to cease trading in the securities of the Corporation is made, threatened or announced by a competent securities regulatory authority; or

the Corporation is in breach of a material term, condition, or covenant of this Agreement, the Subscription Agreements or any material representation or warranty given by the Corporation in this Agreement is or becomes false.