Cardero Resolurce Corp. - Exhibit 4.11 - Filed by newsfilecorp.com






December 5, 2013 

Cardero Resource Corp. 
Suite 2300 – 1177 West Hasting
Street 
Vancouver, British Columbia V6E 2K3 


	Attention: 	Lawrence Talbot, Vice-President and General
      Counsel 


Dear Sirs: 

This Facility Letter amends by restatement and supersedes in
its entirety the terms and conditions of the facility letter dated August 28,
2013 entered into by E.L. II Properties Trust (the “Trust”), as the
original lender, Cardero Resource Corp. (the “Borrower”), as borrower,
and Cardero Coal Ltd. (the “Guarantor”), as guarantor, with respect to
the US$500,000 demand line of credit facility provided to the Borrower (the
“Original Facility”). 

Reference is made to (i) the subscription agreement between the
Trust, as purchaser, and the Borrower, as issuer, and as acknowledged and
confirmed by the Guarantor, dated August 8, 2013 (the “Trust
Subscription Agreement”) and the senior secured note issued by the
Borrower and purchased by the Trust in the aggregate amount of US$3,700,000 with
an issue date of August 8, 2013 (the “Trust Note”), and (ii) the
subscription agreement between Kopple Family Partnership, L.P. (“Kopple
LP”), as purchaser, and the Borrower, as issuer, and as acknowledged and
confirmed by the Guarantor, dated August 8, 2013 (the “Kopple LP
Subscription Agreement”, and together with the Trust Subscription
Agreement, the “Subscription Agreements”) and the senior secured note
issued by the Borrower and purchased by Kopple LP in the aggregate amount of
US$2,000,000 with an issue date of August 8, 2013 (the “Kopple LP Note”,
and together with the Trust Note, the “Notes”) (the Notes and the
Subscription Agreements, are collectively the “Existing Credit
Documents”).

The Trust and Kopple LP (together the “Lenders”) are
pleased to provide, as an additional credit facility to the Existing Credit
Documents, and as a replacement to the Original Facility, the following credit
facility to the Borrower on the terms and conditions set out below.

In this Facility Letter, capitalized terms which are defined in
the Existing Credit Documents and not otherwise defined herein are used with the
same respective defined meanings. Unless otherwise indicated, all amounts
referred to in this Facility Letter are in dollars which are the lawful currency
of the United States of America.

1.       
     LENDERS


E.L. II Properties Trust (the “Trust”) and Kopple Family
Partnership, L.P. (“Kopple LP”, and together with the Trust, the
“Lenders”) 

2.     
      
BORROWER

Cardero Resource Corp. (the “Borrower”) 




2 

3.   
        
GUARANTOR

Cardero Coal Ltd. (the “Guarantor”) 

4.    
       
LINE OF CREDIT
FACILITY 

4.1          
Borrowers/Amount 

$5,000,000 line of credit facility (the “Credit
Facility”) provided to the Borrower by the Lenders on a joint and several
basis. The outstanding balance of the Credit Facility shall include (i) all
amounts advanced by the Lenders to the Borrower from time to time, including any
amounts advanced pursuant to the Original Facility and amounts advanced over and
above the $500,000 contemplated in the Original Facility, but excluding the
outstanding principal under the Notes, and (ii) any outstanding interest that is
due and payable under the Notes. 

4.2          
Purpose

The Credit Facility will be used toward (i) such working
capital or other purposes as set out in monthly and annual budgets which have
been pre-approved by the Lenders (the “Budgets”), (ii) expenses incurred
by Robert Kopple (“Mr. Kopple”) in providing services to the Borrower,
(iii) outstanding interest payments that are due and payable under the Original
Facility, (iv) outstanding interest payments that are due and payable under the
Notes, and (v) repayment of the Trust Note on February 28, 2014, if still
outstanding at such time. The Credit Facility will be advanced over time as
required by the Borrower pursuant to the Budgets. 

4.3          
Interest

The Borrower shall pay interest on amounts outstanding under
the Credit Facility at the rate of 10% per annum (the “Interest
Rate”).

4.4          
Repayment 

All amounts outstanding under the Credit Facility shall be
repaid by the Borrower within 24 months following the Closing Date
(“Maturity”). Interest is calculated on the applicable balance at the end
of each day, compounded quarterly and is payable in arrears, both before and
after Maturity, firstly on December 31, 2013 and quarterly thereafter on the
last day of March, June, September and December of each year. 

4.5          
Prepayment

Amounts outstanding under the Credit Facility may be prepaid by
the Borrower, in full or in part, at any time, without notice, penalty or
additional fees.

4.6          
Availability 

The Credit Facility will be made available following
satisfaction of the conditions precedent set out in Section 6. The first advance
under the Credit Facility on or after the date hereof is to be made on or before
December 5, 2013 or such later date agreed to in writing by the parties (the
“Closing Date”), failing which either of the Lenders or
the Borrower may cancel the Credit Facility. 




3 

5.             SECURITY

5.1           Security
Documents 

The liability, indebtedness and obligations of the Borrower and
the Guarantor to the Lenders under the Credit Facility and this Facility Letter
(the “Indebtedness”) are evidenced, governed and secured, as the case may
be, by the Security Documents and the Guarantee (collectively, the
“Documents”).

5.2           Confirmation
of Security 

Each of the terms and conditions of the Documents shall remain
in full force and effect, are hereby ratified and confirmed by each of the
Borrower and the Guarantor and shall remain in full force and effect as good and
valuable security for, inter alia, payment of the Indebtedness.

6.             CONDITIONS
PRECEDENT 

6.1          
Conditions Precedent for First Advance 

It is a condition precedent to the first advance of the Credit
Facility, and the continued availability of the Credit Facility, that the
Lenders will have received prior to the first advance each of the following in
form and content satisfactory to the Lenders: 

	(a) 	
      this Facility Letter, executed by both the Borrower and
      the Guarantor; and

	 	 
	(b) 	
      the Documents, executed and, where necessary,
      registered.



6.2          
Conditions Precedent for Subsequent Advances 

It is a condition precedent for each advance under the Credit
Facility subsequent to the first advance, and to the continued availability of
the Credit Facility, that the following conditions shall be satisfied by the
Borrower: 

	(a) 	
      the conditions and deliveries set out in Section 6.1
      above shall have been and continue to be satisfied in respect of such
      advance;

	 	 
	(b) 	
      the representations and warranties contained in this
      Facility Letter are and shall continue to be true and correct in every
      material respect;

	 	 
	(c) 	
      the Borrower and the Guarantor are in compliance with
      their respective covenants and obligations contained herein; and

	 	 
	(d) 	
      no default as set out in Section 8 of this Facility
      Letter has occurred and is continuing beyond the applicable cure
      period.







4 

6.3           Deliveries
of Borrower for Subsequent Advances

The Borrower will provide the following documents to each of
the Lenders each time the Borrower requests an advance to be made under the
Credit Facility at least five (5) Business Days prior to the requested advance
date: 

	(a) 	
      Written notice requesting an advance under the Credit
      Facility which notice shall set out (i) the amount of the requested
      advance in US$, and (ii) the date the requested advanced is to be
    made;

	 	 
	(b) 	
      A bring down certificate from the Borrower in the form
      attached as Schedule A;

	 	 
	(c) 	
      A bring down certificate from the Guarantor in the form
      attached as Schedule B; and

	 	 
	(d) 	
      A budget, to be approved by the Lenders, containing a
      breakdown of the Borrower’s intended use of the proceeds of the subject
      advance.



6.4           Waiver


The terms and conditions stated in this Section 6 are inserted
for the sole benefit of the Lenders and may be waived by the Lenders, or either
of them, in whole or in part and with or without terms or conditions in respect
of all or any advances. 

7.             REPRESENTATIONS
, WARRANTIES AND
COVENANTS

7.1          
Representations and Warranties 

The representations and warranties of the Borrower and the
Guarantor contained in Section 8, as qualified by Section 9, of the Subscription
Agreements are and shall be deemed repeated in and shall extend to this Facility
Letter, subject to any exceptions thereto as have been disclosed to the Lenders
and Mr. Kopple by the Borrower and/or the Guarantor prior to the date hereof.


7.2           Covenants

The covenants of the Borrower and the Guarantor contained in
the Existing Credit Documents are and shall be deemed repeated in and shall
extend to this Facility Letter. Except as have been disclosed to the Lenders and
Mr. Kopple by the Borrower and/or the Guarantor prior to the date hereof, the
Borrower and the Guarantor are in compliance with all of the covenants contained
in the Existing Credit Documents. 

7.3          
Additional Representations and Warranties

Each of the Borrower and the Guarantor represent and warrant
that: 

	(a) 	
      no Event of Default has occurred under the Existing
      Credit Documents;

	 	 
	(b) 	
      neither has received any notice from Luxor with respect
      to any matter concerning the Borrower; and







5 

	(c) 	
      no material adverse change has occurred in the business
      or affairs of the Borrower or the Guarantor which has not been disclosed
      to the Lenders.



8.          
EVENT OF DEFAULT


Any of the following shall constitute a default under this
Facility Letter and the Credit Facility: 

	(a) 	
      The Borrower does not pay any principal, interest or
      other amount under the Credit Facility within ten (10) Business Days of
      the due date thereof;

	 	 
	(b) 	
      The Borrower fails to raise the requisite funds by way of
      one or more private placements as provided in Section 15.1;

	 	 
	(c) 	
      The Borrower fails to obtain the shareholder approvals as
      provided in Section 15.2; or

	 	 
	(d) 	
      The Borrower commits an Event of Default (as defined in
      the Notes) and such Event of Default is not cured within ten (10) Business
      Days of the Lenders providing notice of same to the
  Borrower.



9.           ACCELERATION


All amounts payable under this Facility Letter and the Credit
Facility, and the Notes, will become immediately due and payable, at the option
of the Lenders and upon delivery of written notice to the Borrower, upon the
occurrence of a default under Section 8 that is not cured within the applicable
cure period. 

10.         EXPENSES

The Borrower shall reimburse the Lenders for all reasonable
legal fees, due diligence and filings costs incurred in connection with the
Credit Facility. 

11.        
LENDERS’
LIABILITY

The obligations of each of the Lenders under this Facility
Letter are joint and several. Each of the Lenders will be responsible for any
failure or alleged failure on the part of the other Lender to duly perform its
obligations under the terms of this Facility Letter. 

12.         AMENDMENTS
TO TRUST NOTE

The parties agree that the maturity date for the Trust Note,
including accrued and unpaid interest thereon, is hereby extended to the earlier
of: (i) February 28, 2014; (ii) the date that is five Business Days after the
receipt by the Borrower of a British Columbia Mineral Exploration Tax Credit
arising from work done on the Gurantor’s Carbon Creek project in 2012; or (iii)
the date on which the Trust accelerates repayment of the debt owing thereunder
upon the occurrence of an Event of Default. 




6 

13.           WARRANTS

The Borrower agrees that in consideration of the establishment
of the Credit Facility the Borrower will issue, as to 50% to each Lender, on a
private placement basis: 

	(a) 	
      on the Closing Date, 28,359,066 transferable common share
      purchase warrants of the Borrower (the “Initial Warrants”);
    and

	 	 
	(b) 	
      subject to receipt of requisite approval from the
      Borrower’s shareholders as provided in Section 15.2, an additional
      10,058,330 transferable common share purchase warrants of the Borrower
      (the “Additional Warrants”),



upon receipt from the Lenders of (i) a completed US Securities
Certificate, in the form attached as Schedule “C” and (ii) completed Canadian
Accredited Investor certificates and completed U.S. Accredited Investor
certificates in the forms required by the Borrower in its sole discretion. Upon
each advance by the Lenders under the Credit Facility subsequent to the delivery
of the foregoing certificates, each Lender will be deemed to have re-executed
and re-delivered each of the foregoing certificates as at the date of such
advance. 

Each of the Initial Warrants and the Additional Warrants shall
entitle the holder thereof to subscribe for one common share of the Borrower for
a period of seven years from the Closing Date at a price of: (i) CAD 0.10,
subject to requisite shareholder approval as provided in Section 15.2; or (ii)
failing receipt of such shareholder approval, the five day volume-weighted
average price, in CAD, of the common shares of the Borrower on the TSX as at the
Closing Date. The Initial Warrants, the Additional Warrants and the common
shares of the Borrower issued upon the exercise thereof will be subject to the
applicable hold period pursuant to relevant securities legislation and will bear
a legend reflecting such hold period. 

14.          
BOARD
REPRESENTATION

14.1         Appointment
of Mr. Kopple 

Subject to any required acceptances for filing by the TSX, the
Board of Directors of the Borrower (the “Board”) will appoint Mr. Kopple
to the Board in accordance with section 14.8 of the Articles of the Borrower at
such time as Mr. Kopple determines in his sole discretion. Upon such
appointment, the Board will invite Mr. Kopple to act as Chairman of the Board.


14.2        
Additional Directors

The Borrower agrees that its Board will take such actions to
appoint up to two additional directors as put forward by the Lenders at any time
following the Closing Date. Further, the Lenders will have the right to
nominate, in accordance with the Articles of the Borrower, Mr. Kopple and up to
two additional directors for election to the Board (the “Lenders’
Nominees”) for consideration by the shareholders at each annual general
meeting of the Borrower for so long as (i) any amount remains owing by the
Borrower to either Lender, or (ii) Mr. Kopple and the Lenders (and their
affiliates) own at least 25% of the Borrower’s outstanding share capital on a
fully diluted basis. The Borrower agrees to include the Lenders’ Nominees in the
Borrower’s management information circular with respect to the annual general
meeting following any such nomination made by the Lenders and to solicit proxies
for the election of such Lenders’ Nominees in conjunction with the other Board
nominees. The Lenders acknowledge that the 




7 

election of any such Lender’s Nominee is within the sole
discretion of the shareholders of the Borrower, however the failure of the
shareholders to approve the Lender’s Nominees will be a default under the Credit
Facility. The Borrower acknowledges that it is the intent of these provisions
that, to the extent approved by the shareholders of the Borrower and subject to
suitable nominations being made by the Lenders and the consent to act of any
Borrower’s Nominees, that a majority of the directors of the Borrower be
nominees of the Lenders. 

14.3        
Acknowledgement of Lenders

The Lenders acknowledge that the Borrower is required to have:
(i) at least two, and should have a majority, of independent directors on the
Board (as defined in the TSX Company Manual); and (ii) an Audit Committee, a
Compensation Committee and a Corporate Governance and Nominating Committee, each
composed of at least three independent directors (as defined in National
Instrument 52-110 Audit Committees). 

15.           OTHER
CONDITIONS

15.1        
Private Placements 

The Borrower will use its reasonable commercial efforts to
raise, by way of one or more private placements of equity or subordinated debt,
an aggregate minimum net amount of US$2,200,000 by August 1, 2014; the proceeds
of which will be used to repay the Kopple LP Note and any accrued interest, if
still outstanding at such time.

15.2        
Shareholder Approvals 

The Borrower will hold its 2014 annual general meeting within
118 days from the Closing Date. At such meeting, in addition to the normal
business thereof, the Borrower will seek the approval of its shareholders of:
(i) any change of control which may result from any or all of the shares owned
or acquired by Mr. Kopple, the exercise by Mr. Kopple of his outstanding
options, and the Lenders exercising their warrants as presently held and which
will be granted hereunder; (ii) the grant of the Additional Warrants to the
Lenders referred to in Section 13 above; (iii) the proposed CAD 0.10 exercise
price for the Initial Warrants and the Additional Warrants, and (iv) an
amendment of Mr. Kopple’s incentive stock options (the “Stock Options”)
to preserve the Stock Options for a period of seven years from the grant thereof
in all events. 

16.          
REGULATORY ACCEPTANCE AND
APPROVAL

The Lenders acknowledge that the issuance of the Initial
Warrants and the Additional Warrants and the modification of the Stock Options
are subject to the acceptance for filing thereof by the TSX; and the Borrower
will use its commercially reasonable efforts to obtain such acceptance as
expeditiously as possible. 




8 

17.          
NOTICE

All notices and other communications permitted or required to
be given to any of the parties hereto shall be provided in accordance with the
Notes. 

18.          
GOVERNING LAW

This Facility Letter will be governed by and interpreted in
accordance with the laws of the Province of British Columbia and the laws of
Canada applicable therein.

19.          
TIME OF ESSENCE


Time is of the essence of this Facility Letter. 

20.          
NON-MERGER AND
NON-ASSIGNMENT

This Facility Letter will, on execution by the Borrower and the
Guarantor, replace all previous term sheets and letters between Lenders, or
either of them, and the Borrower with respect to the Credit Facility. The terms
and conditions of the Existing Credit Documents and the Documents will not be
merged by and will survive the execution of this Facility Letter. 

None of the Lenders, the Borrower or the Guarantor may assign
all or any of its rights, benefits or obligations under this Facility Letter
without the prior written consent of all parties hereto. 

21.          
FACILITY LETTER
GOVERNS

If there is any conflict or inconsistency between the terms and
conditions of this Facility Letter and the terms and conditions of any of the
Transaction Documents (as defined in the Notes), the terms and conditions of
this Facility Letter shall govern. Notwithstanding the foregoing, the inclusion
of supplemental rights or remedies in favour of the Lenders, the Borrower or the
Guarantor contained in this Facility Letter or any of the Transaction Documents
shall be deemed not to be a conflict or inconsistency as contemplated herein.


22.          
COUNTERPARTS

This Facility Letter may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed will be deemed to be an original and all of which taken
together will constitute one and the same agreement. A facsimile, PDF or similar
form of any party’s signature hereto will be effective as an original form of
such signature. 




9 

	 	Yours truly, 	 	 	  
	 	  	 	 	  
	 	THE LENDERS: 	 	 	  
	 	  	 	 	  
	 	  	 	 	  
	 	E.L. II PROPERTIES TRUST 	 	 	KOPPLE FAMILY PARTNERSHIP, L.P., 
	 	  	 	 	by its General Partner, 
	 	  	 	 	E.L. II PROPERTIES TRUST 
	 	  	 	 	  
	 	  	 	 	  
	Per: 	(signed) Robert Kopple 	 	Per: 	(signed) Robert Kopple 
	 	Name: Robert C. Kopple 	 	 	Name: Robert C. Kopple, 
	 	Title: Trustee 	 	 	Title: Trustee of the General Partner
  


 

Each of the undersigned hereby acknowledges and agrees to the
terms and conditions of this Facility Letter as of the date set forth on page
one. 

THE BORROWER: 

CARDERO RESOURCE CORP. 

 

	Per: 	(signed) Hendrik Van Alphen 	 
	  	Name: Hendrik Van Alphen 	 
	 	Title: President
      and CEO 	 


 

THE GUARANTOR: 

CARDERO COAL LTD. 

 

	Per: 	(signed) Keith Henderson 	 
	  	Name: Keith Henderson 	 
	  	Title: President and CEO 	 






SCHEDULE A 

OFFICER’S CERTIFICATE 
OF 
CARDERO
RESOURCE CORP. 
(the “Corporation”) 


	DATE: 	•

	  	     
	TO: 	
      E.L. II Properties Trust and Kopple Family Partnership,
      L.P. (together, the “Lenders”) 

	  	     
	RE: 	
      Amended and restated facility letter dated December •,
      2013 (the “Facility Letter”) providing for a US$5,000,000
      credit facility from the Lenders to the Corporation as guaranteed by
      Cardero Coal Ltd. (the “Guarantor”) 

	 	 
	 	 


             I,
• [name], •[officer position] of the Corporation, do
hereby certify, on behalf of the Corporation and not in my personal capacity,
that:

	1. 	
      I am an officer of the Corporation and as such have full
      and complete knowledge of the business and affairs of the Corporation and
      the matters herein set forth. I am authorized to execute this Certificate
      for and on behalf of the Corporation;

	 	 
	2. 	
      except as has been disclosed to the Lenders and Mr.
      Kopple by the Corporation and/or the Guarantor prior to the date hereof,
      the representations and warranties of the Corporation and the Guarantor
      contained in Section 8, as qualified by Section 9, of the Subscription
      Agreements (as defined in the Facility Letter) which are deemed to be
      repeated and extend to the Facility Letter, are true and correct as of the
      date hereof (except to the extent that such representations and warranties
      speak as of an earlier date, in which event such representations and
      warranties were true and correct as of such earlier date); and

	 	 
	3. 	
      except as has been disclosed to the Lenders and Mr.
      Kopple by the Corporation and/or the Guarantor prior to the date hereof
      the Corporation has complied in all material respects with its covenants
      as provided in Section 10 of the Subscription Agreements which are deemed
      to be repeated and extend to the Facility Letter.

	 	 
		
      This Certificate is made on the date first written
      above.



 

	 	•[name] 
	 	•[officer position] 
	 	Cardero Resource Corp. 






SCHEDULE B 

OFFICER’S CERTIFICATE 
OF 
CARDERO COAL
LTD. 
(the “Corporation”) 


	DATE: 	•
	  	  
	TO: 	E.L. II Properties Trust and
      Kopple Family Partnership, L.P. (together, the 
	  	“Lenders”) 
	  	  
	RE:   	Amended and restated facility
      letter (the “Facility Letter”) dated December •, 2013 providing for a US$5,000,000
      credit facility from the Lenders to Cardero Resource Corp. (the
      “Borrower”) 



I, n [name], n [officer position] of the
Corporation, do hereby certify, on behalf of the Corporation and not in my
personal capacity, that:

	1. 	
      I am an officer of the Corporation and as such have full
      and complete knowledge of the business and affairs of the Corporation and
      the matters herein set forth. I am authorized to execute this Certificate
      for and on behalf of the Corporation;

	 	 
	2. 	
      except as has been disclosed to the Lenders and Mr.
      Kopple by the Corporation and/or the Borrower prior to the date hereof the
      representations and warranties of the Corporation and the Borrower
      contained in Section 8, as qualified by Section 9, of the Subscription
      Agreements (as defined in the Facility Letter) which are deemed to be
      repeated and extend to the Facility Letter, are true and correct as of the
      date hereof (except to the extent that such representations and warranties
      speak as of an earlier date, in which event such representations and
      warranties were true and correct as of such earlier date); and

	 	 
		
      This Certificate is made on the date first written
      above.



 

	 	•[name] 
	 	•[officer position] 
	 	Cardero Coal Ltd. 






SCHEDULE “C” 

U.S. SECURITIES CERTIFICATE 

	TO: 	CARDERO
      RESOURCE CORP. (the “Corporation”) 
	  	  
	
      RE: 
	
      Facility Letter Dated December 5, 2013 (“Facility
      Letter”) with respect to USD 5,000,000 Line of Credit Facility from
      E.L. II Properties Trust (“Trust”) and Kopple Family Partnership,
      LP (“Kopple LP”) (collectively, the “Lenders”)




Each of the Lenders understands and agrees that neither the
common share purchase warrants to be received by the Lenders pursuant to the
Facility Letter (“Warrants”), nor the common shares which may be issued
upon the exercise of the Warrants (the “Warrant Shares”) (collectively,
the “Securities”) have been nor will they be, registered under the
Securities Act of 1933, as amended, of the United States (“1933 Act”), or
applicable state securities laws, and the Securities are being offered and sold
by the Corporation to the Lenders in reliance upon the safe harbor exemption
from 1933 Act registration requirements set forth in Rule 506(b) of Regulation D
and pursuant to similar exemption under any applicable state securities laws.


Capitalized terms used in this certificate and defined in the
Facility Letter have the meaning ascribed thereto in the Facility Letter unless
otherwise defined herein. 

Each of the Lenders represents, warrants and covenants (which
representations, warranties and covenants shall survive the Closing) to and with
the Corporation (and acknowledges that the Corporation is relying thereon) that:


	 	(a) 	
      it is acquiring the Securities for its own account and
      not with a view to, or for sale in connection with, any distribution
      thereof, nor with the intention of distributing or reselling the same,
      provided, however, that by making the representation herein, it does not
      agree to hold any of the Securities for any minimum or other specific term
      and reserves the right to dispose of the Securities at any time in
      accordance with or pursuant to a registration statement or an exemption
      under applicable securities laws, subject to compliance with the legends
      that shall be placed on the Warrants pursuant to paragraphs (i) and (j)
      below;

	 	 	 
	 	(b) 	
      it is an “Accredited Investor” as such term is defined in
      Rule 501 of Regulation D, as promulgated under the 1933 Act and as such
      term is defined in National Instrument 45-106 adopted by the Canadian
      Securities Administrators and will, at the request of the Corporation,
      complete and deliver a Canadian Accredited Investor certificate and a U.S.
      Accredited Investor certificate in the forms required by the Corporation,
      in its sole discretion;

	 	 	 
	 	(c) 	
      this certificate has been duly authorized, executed and
      delivered by it, and constitutes a legal, valid, and binding obligation of
      it enforceable against it in accordance with its terms;

	 	 	 
	 	(d) 	
      it is resident in California, United States;

	 	 	 
	 	(e) 	
      no finder, broker, agent, or other intermediary has acted
      for or on its behalf in connection with the negotiation or consummation of
      the transactions contemplated by the Facility Agreement, and no fee will
      be payable by it or by the Corporation to any such person in connection
      with such transactions;







- 2 - 

	 	(f) 	
      it has not been provided with a prospectus or with an
      offering memorandum as defined in the applicable securities laws or any
      similar document in connection with its acquisition of the
  Warrants;

	 	 	 	 
	 	(g) 	
      it consents to:

	 	 	 	 
	 		(i) 	
      the disclosure of any information about the Lender
      (“Personal Information”) by the Corporation to the TSX and other
      applicable regulatory authorities, as required, and

	 	 	 	 
	 		(ii) 	
      the collection, use and disclosure of Personal
      Information by the TSX for such purposes as may be identified by the TSX,
      from time to time;

	 	 	 	 
	 	(h) 	
      no representation has been made respecting the value or
      trading price of the Warrants or Warrant Shares;

	 	 	 	 
	 	(i) 	
      certificates representing the Warrants and Warrant Shares
      will bear the following legends:



“THE SECURITIES REPRESENTED HEREBY
[and, for the warrants, add: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF]
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the “1933
ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING
SUCH SECURITIES, AGREES FOR THE BENEFIT OF CARDERO RESOURCE CORP. (THE
“COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
ONLY (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT; (B)
TO THE COMPANY, (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S
UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS OR (D) WITHIN
THE UNITED STATES (1) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER
THE 1933 ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN
COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR (2) IN A TRANSACTION
THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR APPLICABLE STATE
SECURITIES LAWS, AND THE HOLDER HAS PROVIDED THE COMPANY, PRIOR TO SUCH OFFER,
SALE OR TRANSFER WITH AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE COMPANY OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH
SECURITIES ARE REGISTERED UNDER THE 1933 ACT OR MAY BE SO OFFERED, SOLD OR
TRANSFERRED WITHOUT REGISTRATION UNDER THE 1933 ACT OR APPLICABLE STATE
SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES”; and 

“UNLESS PERMITTED UNDER APPLICABLE
SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE 




- 3 - 

	 		
      THE SECURITY BEFORE APRIL •, 2014 [the date that is four
      months and one date from the date of issue to be inserted]”.

	 	 	 
	 	(j) 	
      the certificate representing the Warrants shall also bear
      the following legend[s]:

	 	 	 
	 		
      “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
      LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”), HOWEVER THE SAID SECURITIES
      CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT
      FREELY TRANSFERABLE, AND CONSEQUENTLY, ANY CERTIFICATE REPRESENTING SUCH
      SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTION ON
    TSX”;

	 	 	 
	 		
      “THE HOLDER OF THIS SECURITY SHALL NOT BE ENTITLED TO
      EXERCISE ANY WARRANTS REPRESENTED HEREBY AT ANY TIME WHERE, FOLLOWING SUCH
      EXERCISE, SUCH HOLDER AND ITS ASSOCIATES AND AFFILIATES WOULD HOLD MORE
      THAN 19.9% OF THE THEN ISSUED AND OUTSTANDING COMMON SHARES OF CARDERO
      RESOURCE CORP. (THE “CORPORATION”) UNLESS PRIOR APPROVAL OF THE TSX OR THE
      CORPORATION'S SHAREHOLDERS IS OBTAINED IN ACCORDANCE WITH THE POLICIES OF
      THE TSX”; and

	 	 	 
	 		
      THESE WARRANTS AND THE SECURITIES DELIVERABLE UPON
      EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE
      UNITED STATES. THESE WARRANTS MAY NOT BE EXERCISED BY OR ON BEHALF OF A
      U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THESE WARRANTS AND THE
      SECURITIES ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED
      UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH
      STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE.
      “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE
      1933 ACT”;

	 	 	 
	 	(k) 	
      it understands that the Warrants may not be exercised by,
      or for the account or benefit of, a U.S. Person (as defined in Regulation
      S under the Securities Act) or a person in the United States unless an
      exemption from the registration requirements of the Securities Act and
      applicable state securities laws is available to the holder and the holder
      has furnished an opinion of counsel of recognized standing in form and
      substance reasonable satisfactory to the Corporation to such effect or, at
      the Corporation’s option, other evidence of exemption satisfactory to the
      Corporation; provided, however, that it will not be required to deliver an
      opinion of counsel in connection with its exercise of the Warrants for its
      own account at a time when it is an Accredited Investor (as defined in
      Rule 501 of Regulation D under the Securities Act) and has provided the
      Corporation with a representation to such effect;

	 	 	 
	 	(l) 	
      it understands that the Warrants are being, and the
      Warrant Shares will be, offered and sold to it in reliance upon specific
      exemptions from the registration requirements of United States federal and
      state securities laws and from the







- 4 - 

	 		
      prospectus and registration requirements of Canadian
      securities laws and that the Corporation is relying upon the truth and
      accuracy of, and its compliance with, its representations, warranties,
      agreements, acknowledgments and understandings set forth herein in order
      to determine the availability of such exemptions and its eligibility to
      acquire the Securities, and a consequence of acquiring the Securities
      pursuant to this exemption, certain protections, rights and remedies
      provided by securities laws, including statutory rights of rescission or
      damages, will not be available to it;

	 	 	 
	 	(m) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Warrants or the Warrant
      Shares, there is no government or other insurance covering the Warrants or
      the Warrant Shares and there are risks associated with an investment in
      the Warrants;

	 	 	 
	 	(n) 	
      it, either alone or together with its representatives,
      has such knowledge, sophistication and experience in business and
      financial matters so as to be capable of evaluating the merits and risks
      of the prospective investment in the Warrants, and has so evaluated the
      merits and risks of such investment;

	 	 	 
	 	(o) 	
      it is able to bear the economic risk of an investment in
      the Warrants and, at the present time, is able to afford a complete loss
      of such investment;

	 	 	 
	 	(p) 	
      it is not acquiring the Warrants as a result of any
      advertisement, article, notice or other communication regarding the
      securities published in any newspaper, magazine or similar media or
      broadcast over television or radio or presented at any seminar or any
      other general solicitation or general advertisement;

	 	 	 
	 	(q) 	
      it has been advised to consult its own legal advisors
      with respect to trading in the Warrants and Warrant Shares and with
      respect to resale restrictions imposed by applicable securities laws in
      the jurisdiction in which it;

	 	 	 
	 	(r) 	
      is solely responsible for determining and complying with
      applicable resale restrictions before selling the Warrants or Warrant
      Shares; and



[Rest of page left blank intentionally.] 




- 5 - 

	 	(s) 	
      it is aware that it may not be able to resell the
      Warrants except in accordance with limited exemptions under applicable
      securities laws.



Each Lender undertakes to notify the Corporation immediately of
any change in any representation, warranty or other information relating to the
Lender which takes place prior to the Closing. 

	 	 
	Name of Lender 	 
	 	 
	 	 
	Signature of Person Signing 	 
	 	 
	Robert C. Kopple
    	 
	Print or Type Name and Title of Person Signing 	 
	 	 
	December , 2013
	 
	Date of Execution