WARRANT CERTIFICATE NO.Cert_No

 

(1)

If and whenever the shares at any time outstanding shall be subdivided into a greater number or consolidated into a lesser number of shares, the Exercise Price shall be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation, the number of shares which can be purchased upon the exercise of this warrant certificate shall be increased or decreased proportionately as the case may be.

 

(2)

In case of any capital reorganization or of any reclassification of the capital of the Corporation or in case of the consolidation, merger or amalgamation of the Corporation with or into any other company, this Warrant shall after such capital reorganization, reclassification of capital, consolidation, merger or amalgamation confer the right to purchase the number of shares or other securities of the Corporation or of the Corporation resulting from such capital reorganization, reclassification, consolidation, merger or amalgamation, as the case may be, to which the Holder of the shares deliverable at the time of such capital reorganization, reclassification of capital, consolidation, merger or amalgamation, upon the exercise of this Warrant would have been entitled.  On such capital reorganization, reclassification, consolidation, merger or amalgamation appropriate adjustments shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the Holder of this Warrant so that the provisions set forth herein shall thereafter be applicable as nearly as may reasonably be in relation to any shares or other securities thereafter deliverable on the exercise of this Warrant.

 

(3)

The rights of the Holder evidenced hereby are to purchase shares prior to or on the date set out on the face of this Warrant.  If there shall, prior to the exercise of any of the rights evidenced hereby, be any reorganization of the authorized capital of the Corporation by way of consolidation, merger, subdivision, amalgamation or otherwise, or the payment of any stock dividends, then there shall automatically be an adjustment in either or both of the number of shares which may be purchased pursuant hereto or the price at which such shares may be purchased so that the rights evidenced hereby shall thereafter as reasonably as possible be equivalent to those originally granted hereby.  The Corporation shall have the sole and exclusive power to make such adjustments as it considers necessary and desirable.

 

(4)

The adjustments provided for herein in the subscription rights represented by this Warrant are cumulative.

Searchlight Minerals Corp.

Common Stock Purchase

Warrant Certificate No. <<Cert_No>>

 

(1)

The Holder is acquiring the Shares for its own account for investment, with no present intention of dividing its interest with others or of reselling or otherwise disposing of all or any portion of the same;

 

(2)

The Holder does not intend any sale of the Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance;

 

(3)

The Holder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for or which is likely to compel a disposition of the Shares;

 

(4)

The Holder is not aware of any circumstances presently in existence which are likely in the future to prompt a disposition of the Shares;

 

(5)

The Shares were offered to the Holder in direct communication between the Holder and the Corporation and not through any advertisement of any kind;

 

(6)

The Subscriber has the financial means to bear the economic risk of the investment which it hereby agrees to make;

Searchlight Minerals Corp.

Common Stock Purchase

Warrant Certificate No. <<Cert_No>>

A Nevada Corporation (the “Corporation”)

(a)

The Warrantholder has not offered or sold the Shares within the meaning of the United States Securities Act of 1933 (the “Act”);

(b)

The Warrantholder is acquiring the Shares for its own account for investment, with no present intention of dividing its interest with others or of reselling or otherwise disposing of all or any portion of the same;

(c)

The Warrantholder does not intend any sale of the Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance;

(d)

The Warrantholder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for or which is likely to compel a disposition of the Shares;

(e)

The Warrantholder is not aware of any circumstances presently in existence which are likely in the future to prompt a disposition of the Shares;

(f)

The Shares were offered to the Warrantholder in direct communication between the Warrantholder and the Corporation and not through any advertisement of any kind;

(g)

The Warrantholder has the financial means to bear the economic risk of the investment which it hereby agrees to make;

(h)

This subscription form will also confirm the Warrantholder’s agreement as follows:

 

(i)

the Shares have not been registered under the Act or applicable state “Blue Sky” laws and, therefore, the Shares may not be resold, transferred or hypothecated without the registration of the Shares, or an opinion of counsel satisfactory to the Corporation to the effect that such registration is not necessary.

 

(ii)

Only the Corporation can take action to register the Shares under the Act or applicable state securities law or to comply with the requirements for an exemption under the Act or applicable state securities law.

 

(iii)

The certificates representing the Shares will be endorsed with the following legend:

 

(iv)

The Warrantholder is an “accredited investor”, as defined in Rule 501 of Regulation D of the Act.