Cardero Resolurce Corp. - Exhibit 4.10 - Filed by newsfilecorp.com






THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES
ISSUABLE ON EXERCISE HEREOF ARE SUBJECT TO THE RESTRICTIONS SET FORTH ELSEWHERE
IN THE TERMS AND CONDITIONS HEREOF. 

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE DECEMBER 9, 2013. 

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 TRANSACTIONS ON THE TSX. 

	Number of Warrants: • 	Issue Date: August 8, 2013 (the “Issue
      Date”) 
	Certificate No: 2013-Warrant-K• 	Expiry Date: August 8, 2020 (the “Expiry
      Date”) 


WARRANT CERTIFICATE 

CARDERO RESOURCE CORP. 

For value received, • (the “Holder”) is the
registered holder of that number of transferable warrants (the
“Warrants”) of Cardero Resource Corp. (the “Corporation”) as set
forth above. 

1.                      
Warrants. Each Warrant shall entitle the holder thereof to purchase one
common share of the Corporation (a “Share”) as constituted on the Issue
Date, until 4:00 pm (Vancouver time) on the Expiry Date, at a price of
$0.095.

2.                     
 Transfer and Restrictions. Subject to the provisions hereof,
applicable securities legislation and the rules, policies, notices and orders
issued by applicable securities regulatory authorities, including the Toronto
Stock Exchange (“TSX”), NYSE MKT LLC, or such other stock exchange as the
Shares may then be listed and posted for trading on (any such stock exchange,
the “Exchange”), the Warrants evidenced hereby (or any portion thereof)
may be assigned or transferred by the holder by duly completing and executing
the Transfer Form attached hereto as Schedule “B”. The rights and obligations of
the parties hereunder shall be binding upon and enure to the benefit of their
successors and permitted assigns. 

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. 

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 10% OR MORE
OF THE THEN ISSUED AND OUTSTANDING COMMON SHARES OF THE CORPORATION UNLESS PRIOR
APPROVAL OF THE TSX IS OBTAINED IN ACCORDANCE WITH THE POLICIES OF THE TSX.





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THE SECURITIES REPRESENTED HEREBY 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 “CORPORATION”) 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 CORPORATION, (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
CORPORATION, PRIOR TO SUCH OFFER, SALE OR TRANSFER WITH AN OPINION OF COUNSEL,
IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION OR OTHER EVIDENCE
SATISFACTORY TO THE CORPORATION 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. 

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. 

THE HOLDER OF THIS SECURITY SHALL NOT BE ENTITLED TO
EXERCISE ANY WARRANTS REPRESENTED HEREBY UNTIL THE SECURITIES DELIVERABLE UPON
EXERCISE HAVE BEEN APPROVED FOR LISTING BY THE NYSE MKT, OR SUCH APPROVAL IS NO
LONGER NECESSARY. 

3.                      
Warrants Exercise Procedure. This Warrant may be exercised at any time
prior to the Expiry Date by surrendering the original of this Warrant
certificate at the offices of the Corporation set out in subsection 17(g) hereof
together with a subscription form in the form attached as Schedule “A” hereto
duly completed and executed, such additional documents as may be contemplated
thereby, and a certified cheque, bank draft or money order in lawful money of
Canada payable to or to the order of the Corporation.

4.                     
 Partial Exercise. The Holder may subscribe for and purchase less
than the full number of Shares entitled to be subscribed for and purchased
hereunder. In the event that the Holder subscribes for and purchases less than
the full number of Shares entitled to be subscribed for and purchased under this
Warrant certificate prior to the Expiry Date, the Corporation shall issue a new
Warrant certificate to the Holder in the substantially the same form as this
Warrant certificate with appropriate changes to reflect the unexercised balance
of the Warrants. 

5.                      
Delivery of Shares. Within five business days of receipt by the
Corporation of this Warrant certificate in accordance with, and the documents
and payment noted in, Section 3, the Corporation will deliver a certificate(s)
representing the Shares subscribed for and purchased by the Holder hereunder,
and a replacement Warrant certificate, if any. 

6.                      
No Rights of Shareholders. Nothing contained in this Warrant certificate
shall be construed as conferring upon the Holder any right or interest
whatsoever as a holder of Shares of the Corporation or any other right or
interest except as herein expressly provided. 




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7.                      
Adjustment of Subscription and Purchase Rights. The rights evidenced by
this Warrant certificate are to purchase Shares. If there shall, prior to the
exercise of any of the rights evidenced hereby, be any (i) reorganization of the
authorized capital of the Corporation by way of consolidation, merger,
sub-division, amalgamation, arrangement, reclassification or otherwise; (ii)
transfer, sale, lease or exchange of the undertaking or assets of the
Corporation as an entirety or substantially as an entirety to another person;
(iii) the payment of any stock dividends (other than in the ordinary course of
business); (iv) a special distribution or rights offering; (v) the change or
exchange of the Shares into or with another security; or (vi) any similar event
or transaction not specifically contemplated by this Section 7 as determined by
the Corporation in its sole discretion (collectively, a
“Reorganization”), then there shall, subject to the consent of the
Exchange (if required), automatically be an adjustment, as applicable, in (A)
the number of Shares of the Corporation which may be issued pursuant hereto
and/or the exercise price for the Shares, by corresponding amounts if
applicable, and/or (B) the kind and aggregate number of shares or other
securities or property resulting from the Reorganization, so that the rights
evidenced hereby shall thereafter be as reasonably as possible equivalent to the
rights originally granted hereby and such that the Holder, upon exercise of this
Warrant following the effective date of the Reorganization, shall receive the
kind and type of shares, securities or property the Holder would have been
entitled to receive if, on the effective date thereof, the Holder had been the
registered holder of the number of Shares which the Holder was theretofore
entitled to purchase or receive upon the exercise of this Warrant certificate.
In accordance with this certificate, the Corporation will make adjustments as it
considers necessary and equitable acting in good faith, subject to any approvals
required by the Exchange. If at any time a dispute arises with respect to
adjustments provide for herein, such dispute will be conclusively determined by
the Canadian auditors of the Corporation or if they are unable or unwilling to
act, by such other firm of Canadian independent chartered accountants as may be
selected by the directors of the Corporation and any such determination, absent
manifest error, will be binding upon the Corporation, the Holder and
shareholders of the Corporation. The Corporation will provide such auditors or
accountants with access to all necessary records of the Corporation and fees
payable to such accountants or auditors will be paid by the Corporation. 

8.                      
No Fractional Shares. The Corporation shall not be required to issue
fractional Shares upon the exercise of the Warrants evidenced hereby and the
Holder shall not be entitled to any cash payment or compensation in lieu of a
fractional Share. 

9.                      
Legending of Shares. 

The Warrants have been, and the Shares will be, issued pursuant
to an exemption (an “Exemption”) from the registration and prospectus
requirements of applicable securities law. To the extent that the Corporation
relies on such Exemption, the Shares may be subject to restrictions on resale
and transferability contained in applicable securities laws. 

The Holder hereby agrees and consents by acceptance hereof that
the certificate or certificates representing the Shares issued before the date
that is four months and one day from the Issue Date upon exercise of the
Warrant, shall be impressed with a legend in the following form: 

UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE
[Insert the date that is four months and one day from the Issue Date]


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 TRANSACTIONS ON THE TSX 

This Warrant and the Shares issuable upon exercise hereof have
not been registered under the United States Securities Act of 1933, as amended
(the “1933 Act”), or the securities laws of any state of the United
States. Accordingly, this Warrant and the Shares issuable upon exercise hereof
may not be offered or sold, directly or indirectly, in the United States except
pursuant to registration under the 1933 Act and the applicable securities laws
of all applicable states or available exemption therefrom. This
Warrant may not be exercised by or on behalf of a U.S. person or person in the
United States unless this Warrant and the securities issuable upon exercise of
this Warrant have been registered under the 1933 Act and the applicable
securities legislation of any such state or an exemption from such registration
requirements is available. “United States” and “U.S. person” are as defined by
Regulation S under the 1933 Act. The Holder hereby agrees and consents by
acceptance hereof that all certificates representing Shares acquired upon
exercise of this Warrant by, or for the account or benefit of, U.S. persons or
persons in the United States shall have the following legend: 




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THE SECURITIES REPRESENTED HEREBY 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
“CORPORATION”) 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 CORPORATION, (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 CORPORATION,
PRIOR TO SUCH OFFER, SALE OR TRANSFER WITH AN OPINION OF COUNSEL, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CORPORATION OR OTHER EVIDENCE SATISFACTORY TO THE
CORPORATION 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. 

provided, that if the Shares are being sold under clause (B)
above, at a time when the Corporation is a “foreign issuer” as defined in Rule
902 of Regulation S under the 1933 Act, the legend set forth above may be
removed by providing a declaration to the Corporation and its registrar and
transfer agent in the form attached hereto as Schedule “C” or such other
evidence of exemption as the Corporation or its registrar and transfer agent may
from time to time prescribe (which may include an opinion satisfactory to the
Corporation and its registrar and transfer agent), to the effect that the sale
of the Shares is being made in compliance with Rule 904 of Regulation S under
the 1933 Act; provided further, that if any of the Shares are being sold
pursuant to Rule 144 of the 1933 Act and in compliance with any applicable state
securities laws, the legend may be removed by delivery to the Corporation’s
registrar and transfer agent of an opinion satisfactory to the Corporation and
its registrar and transfer agent to the effect that the legend is no longer
required under applicable requirements of the 1933 Act or state securities laws.


10.                    
Change; Waiver. Subject to the approval of the Exchange (if required),
the provisions of these Warrants may from time to time be amended, modified or
waived, if such amendment, modification or waiver is in writing and consented to
in writing by the Corporation and the Holder. 

11.                     No
Obligation to Purchase. Nothing herein contained or done pursuant hereto
shall obligate the Holder to purchase or pay for or the Corporation to issue any
Shares except those Shares in respect of which the Holder shall have exercised
its right to purchase in the manner provided hereunder. 

12.                     Covenants.


	 	(a) 	
      The Corporation covenants that (i) so long as any Shares
      evidenced hereby remain outstanding, it shall reserve and there shall
      remain unissued out of its authorized capital a sufficient number of
      Shares to satisfy the right of purchase provided for herein should the
      Holder determine to exercise its rights in respect of all the Shares
      available for purchase and issuance under outstanding Warrants, and (ii)
      all Shares which shall be issued upon the due exercise of the right to
      purchase provided for herein, upon payment therefor of the amount
      at which such Shares may at the time be purchased pursuant to the
      provisions hereof, shall be issued as fully paid and non-assessable common
      shares in the capital of the Corporation and free of all liens, charges
  and encumbrances.








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	 	(b) 	
      The Corporation will maintain the listing of its Shares
      on the TSX up to and including the Expiry Date, provided the foregoing
      shall not, in any manner, preclude the Corporation from pursuing or
      completing a transaction that would result in the delisting of the Shares
      from the TSX or NYSE MKT LLC where the board of directors of the
      Corporation, acting in good faith and in accordance with applicable laws,
      determines that such a transaction is in the best interests of the
      Corporation.



13.                    
Successor Corporations. The Corporation will not effect any
Reorganization which could result in a successor to the Corporation unless prior
to or simultaneously with the consummation thereof, the entity succeeding the
Corporation acknowledges in writing that it is bound by and will comply with the
provisions set forth in this Warrant certificate. 

14.                     Representations
and Warranties. 

	 	(a) 	
      The Corporation hereby represents and warrants with and
      to the Holder that the Corporation is duly authorized and has the
      corporate and lawful power and authority to create and issue this Warrant
      certificate and the Shares issuable upon the exercise hereof and perform
      its obligations hereunder and that this Warrant certificate represents a
      valid, legal and binding obligation of the Corporation enforceable in
      accordance with its terms.

	 	 	 
	 	(b) 	
      The Corporation has applied to the TSX to list all Shares
      issuable upon the exercise of the Warrants and the Corporation has
      received conditional listing approval from the TSX in respect
    thereof.



15.                    
Lost Certificate. If this Warrant certificate becomes stolen, lost,
mutilated or destroyed, the Corporation may, on such terms as it may in its
discretion impose, respectively issue and countersign a new Warrant certificate
of like denomination, tenor and date as the Warrant certificate so stolen, lost,
mutilated or destroyed. 

16.                     Anti-Dilution.
For so long as any of the Warrants remain outstanding and are held by Kopple
Family Partnership, L.P., or any of the Warrants issued on August 6, 2013 to
E.L. II Properties Trust (together with the Warrants, the “Lender
Warrants”) remain outstanding and are held by E.L. II Properties Trust
(together with Kopple Family Partnership, L.P., the “Major Holders”), the
Major Holders will have the right to participate in all future equity financings
undertaken by the Corporation as to their respective percentage equity holdings
in the Corporation as if the Lender Warrants then held by the Major Holders were
fully exercised, subject to receipt of any necessary acceptances for
filing/approvals of the Exchanges (or any other stock exchange or quotation
system on which the Corporation’s securities are then listed), and subject to
the availability of exemptions from the registration and qualification
requirements of all applicable laws (except to the extent the Corporation
proposes that such offering be so registered or qualified).

17.                    
General. 

	 	(a) 	
      The headings in this certificate are for reference only
      and do not constitute terms of the Warrant certificate.

	 	 	 
	 	(b) 	
      Whenever the singular or masculine is used in this
      Warrant certificate the same shall be deemed to include the plural or the
      feminine or the body corporate as the context may require.

	 	 	 
	 	(c) 	
      This Warrant certificate shall enure to the benefit of
      and be binding upon the parties hereto and their respective successors and
      assigns.

	 	 	 
	 	(d) 	
      Time shall be of the essence of this Warrant
      certificate.







- 6 - 

	 	(e) 	
      This Warrant shall be governed by and construed in
      accordance with the laws of the Province of British Columbia and the
      federal laws of Canada applicable therein, without reference to its
      principles governing the choice or conflict of laws. The Corporation and
      the Holder hereby irrevocably attorn and submit to the exclusive
      jurisdiction of the courts of the Province of British Columbia, sitting in
      the City of Vancouver, with respect to any dispute related to or arising
      from this Warrant certificate.

	 	 	 
	 	(f) 	
      All references herein to monetary amounts are references
      to lawful money of Canada.

	 	 	 
	 	(g) 	
      All notices or other communications to be given to the
      Holder by the Corporation under this Warrant certificate shall be
      delivered by hand, courier, ordinary prepaid mail, facsimile or electronic
      mail; and, if delivered by hand, shall be deemed to have been given on the
      delivery date, if delivered by ordinary prepaid mail shall be deemed to
      have been given on the fifth day following the delivery date and, if sent
      by facsimile or electronic mail, on the date of transmission if sent
      before 5:00 p.m. (local time where the notice is received) on a business
      day or, if such day is not a business day, on the first business day
      following the date of transmission.

	 	 	 
	 		
      Notices to the Holder shall be addressed to the address
      of the Holder set out on the register of warrantholders maintained by the
      Corporation.

	 	 	 
	 		
      Notices to the Corporation shall be addressed
  to:



Cardero Resource Corp. 
Suite 2300
– 1177 West Hastings Street 
Vancouver, BC V6E 2K3 

Attention:           
Vice-President and General Counsel 
Fax
Number:         (604) 408-7499 

Each of the Corporation and the Holder may change its address
for service by notice in writing to the other of them specifying its new address
for service under this Warrant certificate. 




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IN WITNESS WHEREOF the Corporation has caused this Warrant
certificate to be signed by its duly authorized officer on August ____, 2013.


 

CARDERO RESOURCE CORP. 

 

By:
____________________________________________________
       
Authorized Signatory 




SCHEDULE “A”

WARRANT CERTIFICATE SUBSCRIPTION FORM 

Cardero Resource Corp. 
Suite 2300 – 1177 West Hastings
Street 
Vancouver, BC V6E 2K3 


Dear Sirs: 

The undersigned hereby exercises the right to purchase and
hereby subscribes for ___________ Shares of Cardero Resource Corp. (the
“Corporation”) referred to in the Warrant certificate attached hereto
according to the conditions thereof, and herewith makes payment of the purchase
price in full for the Shares. 

In connection with the exercise of the Warrant certificate, the
undersigned represents as follows: (Please check the ONE box
applicable): 

	[   ]	1. 	
      The undersigned (i) at the time of exercise is not a U.S.
      person, (ii) at the time of exercise is not within the United States,
      (iii) is not exercising any of the Warrants represented by this Warrant
      certificate for the account or benefit of any U.S. person or person within
      the United States, and (iv) did not execute or deliver this Subscription
      Form in the United States.

	 	 	 
	[   ]	2. 	
      The undersigned (i) purchased the Warrants directly from
      the Corporation pursuant to a subscription agreement for the purchase of
      notes and warrants of the Corporation, (ii) is exercising the Warrants
      solely for its own account, (iii) it was on the date the Warrants were
      purchased from the Corporation, and is on the date of exercise of the
      Warrants, an “accredited investor” (as defined in Rule 501(a) of
      Regulation D under the 1933 Act) and (iv) the representations, warranties
      and covenants set forth in the written subscription agreement for the
      purchase of units from the Corporation continue to be true and
    correct.

	 	 	 
	[   ]	3. 	
      The undersigned has delivered to the Corporation a
      written opinion of U.S. counsel reasonably satisfactory to the Corporation
      to the effect that the Shares to be delivered upon exercise hereof are
      exempt from registration under the 1933 Act and the securities laws of all
      applicable states of the United States.



“1933 Act” means the United States Securities Act of
1933, as amended. “U.S. person” and “United States” are as defined by
Regulation S under the 1933 Act. 

Certificates representing Shares will not be registered or
delivered to an address in the United States unless Box 2 or Box 3 above is
checked and the requirements in connection therewith have been satisfied. 

Certificates representing Shares issued upon exercise of
Warrants pursuant to Box 2 or Box 3 above will bear a U.S. restrictive legend.


If any Shares represented by this Warrant certificate are not
being exercised, a new Warrant certificate will be issued and delivered with the
Share certificate(s). 




- 2 - 

Please issue and deliver a certificate for the Shares being
purchased as follows: 

	 	NAME: 	 
	 		(please
      print)  
	 	 	 
	 	ADDRESS: 	 
			
	 	 	 
	 	 	 
	 	  	 
	 	DELIVERY 	 
	 	 	 
	 	 	 


INSTRUCTIONS:

	1. 	
      The registered holder of a Warrant may exercise its right
      to acquire Shares by completing and surrendering this Subscription Form
      and the ORIGINAL Warrant certificate representing the Warrants being
      converted to the Corporation, together with the aggregate amount of the
      exercise price for the Shares as provided for in the Warrant certificate.
      Certificates representing the Shares to be acquired on exercise will be
      sent by prepaid first class mail to the address(es) above within five
      business days after the receipt of all required documentation, subject to
      the terms of the Warrant certificate.

	 	 
	2. 	
      If this Subscription Form indicates that the Shares are
      to be issued to a person or persons other than the registered holder of
      the Warrants to be converted: (i) the signature of the registered holder
      on this Subscription Form must be medallion guaranteed by an authorized
      officer of a chartered bank, trust company or an investment dealer who is
      a member of a recognized stock exchange, and (ii) the registered holder
      must pay to the Corporation all applicable taxes and other
  duties.

	 	 
	3. 	
      If this Subscription Form is signed by a trustee,
      executor, administrator, custodian, guardian, attorney, officer of a
      corporation or any other person acting in a fiduciary or representative
      capacity, this Subscription Form must be accompanied by evidence of
      authority to sign satisfactory to the Corporation.



DATED this _______day of
__________________________________, ___________________. 

	 	 	 
	  	  	(Signature) 
	  	  	  
	  	) 	     
	Signature of Witness 	) 	Signature of registered holder or Signatory
      thereof 
	[Please Note Instruction 2] 	) 	  
	  	) 	     
	  	) 	If applicable, print Name and Office of
      Signatory 
	Print name of Witness 	) 	  
	  	) 	     
	  	) 	Print Name of registered holder as on
      certificate 
	  	) 	  
	  	) 	     
	  	) 	Street Address 
	  	) 	  
	  	) 	     
	  	) 	City, Province/State and Postal/ZIP Code  







SCHEDULE “B”
WARRANT CERTIFICATE TRANSFER FORM



Cardero Resource Corp. 
Suite 2300 – 1177 West Hastings
Street 
Vancouver, BC V6E 2K3 


Dear Sirs: 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto:

	NAME: 	 
		(please
      print)  
	  	 
	ADDRESS: 	 
	 	 
	 	 


_______________________________________of the Warrants of
Cardero Resource Corp. (the “Corporation”) registered in the name of the
undersigned represented by the within certificate and hereby appoints
_____________________________________________________as its attorney with full
power of substitution to transfer the said Warrants on the register of
warrantholders maintained by the Corporation. 

[   ]         If
the transfer is to, or for the account or benefit of, a U.S. person or person in
the United States (as such terms are defined in Rule 902 under the United States
Securities Act of 1933, as amended (the “1933 Act”)), check this box.


DATED this _________day of ______________________,
20__.

	 	 	 
	Signature Guaranteed 	 	Name of Holder 
	 	 	 
	 	 	 
	 	 	 
	Name of Authorized Representative 	 	Signature of Holder or Authorized
      Representative 
	 	 	 
	 	 	 
	 	 	 
	Title or Capacity or Authorized Representative 	 	Daytime Phone Number of Holder or Authorized
      Representative 


INSTRUCTIONS

	1. 	
      The registered holder of a Warrant may transfer its right
      to acquire Shares in accordance with the Warrant certificate by completing
      and surrendering this Transfer Form and the ORIGINAL Warrant certificate
      representing the Warrants being transferred to the Corporation.

	 	 
	2. 	
      The signature to this transfer must correspond with the
      name as recorded on the Warrant certificate in every particular without
      alteration or enlargement or any change whatever, or accompanied by stock
      powers of attorney satisfactory to the Corporation. The signature of the
      registered holder on this Transfer Form must be medallion guaranteed by an
      authorized officer of a chartered bank, trust company or an investment
      dealer who is a member of a recognized stock
exchange.







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	3. 	
      Warrants shall only be transferable in accordance with
      the provisions of the Warrant certificate, applicable laws and the rules
      and policies of any applicable stock exchange. Without limiting the
      foregoing, if the Warrant certificate bears a legend restricting the
      transfer of the Warrants except pursuant to an exemption from registration
      under the 1933 Act, this Transfer Form must be accompanied by a properly
      completed and executed Declaration for Removal of U.S. Legend in the form
      attached to the Warrant certificate as Schedule “C” or such other evidence
      of exemption as the Corporation or its registrar and transfer agent may
      from time to time prescribe (which may include an opinion satisfactory to
      the Corporation and its registrar and transfer agent), or a written
      opinion of counsel or other evidence of exemption as is satisfactory to
      the Corporation that the transfer complies with the 1933 Act and
      applicable state securities laws.







SCHEDULE “C” 

FORM OF DECLARATION FOR REMOVAL OF U.S. LEGEND

	
      To: 
	
      Computershare Investor Services Inc., as Registrar and
      Transfer Agent for the Shares of Cardero Resource Corp. (the
      “Corporation”). 

	  	  
	And To: 	The Corporation 


The undersigned (a) acknowledges that the sale of the
securities of the Corporation to which this declaration relates is being made in
reliance on Rule 904 of Regulation S under the United States Securities Act of
1933, as amended (the “1933 Act”) and (b) certifies that (1) the undersigned is
not an “affiliate” of the Corporation (as that term is defined in Rule 405 under
the 1933 Act), (2) the offer of such securities was not made to a person in the
United States and either (A) at the time the buy order was originated, the buyer
was outside the United States, or the seller and any person acting on its behalf
reasonably believed that the buyer was outside the United States, or (B) the
transaction was executed in, on or through the facilities of the TSX and neither
the seller nor any person acting on its behalf knows that the transaction has
been prearranged with a buyer in the United States, (3) neither the seller nor
any affiliate of the seller nor any person acting on any of their behalf has
engaged or will engage in any directed selling efforts in the United States in
connection with the offer and sale of such securities, (4) the sale is bona fide
and not for the purpose of “washing off” the resale restrictions imposed because
the securities are “restricted securities” (as such term is defined in Rule
144(a)(3) under the 1933 Act), (5) the seller does not intend to replace such
securities with fungible unrestricted securities of the Corporation and (6) the
contemplated sale is not a transaction, or part of a series of transactions
which, although in technical compliance with Regulation S, is part of a plan or
scheme to evade the registration provisions of the 1933 Act. Terms used herein
have the meanings given to them by Regulation S under the 1933 Act. 

 

	  	 	X 
	  	 	Authorized signatory (if Holder is not
      an 
	Date 	 	individual) 
	  	 	  
	  	 	  
	X 	 	Name of authorized signatory (please
      print) 
	  	 	  
	Signature of individual (if Holder is an individual)
    	 	 
    
	  	 	Official capacity of authorized signatory

	  	 	(please print) 
	Name of Holder (please print)