Cardero Resource Corp. - Exhibit 4.8 - Filed by newsfilecorp.com






SECURITIES PLEDGE AGREEMENT 

            This
SECURITIES PLEDGE AGREEMENT (as amended, modified, renewed,
supplemented, replaced or extended from time to time, this “Agreement”)
dated this 8th day of August, 2013 by CARDERO RESOURCE CORP.,
a corporation existing under the laws of the Province of British Columbia
(hereinafter referred to as the “Pledgor”) to and in favour of E.L. II
Properties Trust and Kopple Family Partnership, L.P. (collectively, the
“Lenders”). 

WHEREAS: 

	A. 	
      The Pledgor is indebted or liable or may become indebted
      or liable to the Lenders in connection with Senior Secured Notes dated the
      date hereof (amended, modified, renewed, supplemented, replaced or
      extended from time to time, the “Notes”).

	 	 
	B. 	
      The Pledgor has agreed to grant a security interest in
      and pledge the Collateral (as defined below) to the Lenders in order to
      secure the payment and performance of the Obligations (as defined
      below).



NOW THEREFORE, to induce the Lenders to extend credit to
the Pledgor, and in consideration thereof, and for other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, the
Pledgor and the Lenders agree as follows: 

ARTICLE 1 
INTERPRETATION 


1.1       
Definitions. 

In this Agreement, unless the context expressly or by necessary
implication otherwise requires, the following words and phrases will have the
meaning set forth below: 

“Adverse Claim” has the meaning ascribed thereto in the
Securities Transfer Act, 2006 (Ontario); 

“Agreement” means this securities pledge agreement and
all amendments made hereto by written agreement between the Pledgor and the
Lenders; 

“Collateral” means the property and assets subject to
the Security Interest constituted by Section 2.1 hereof, including, without
limitation, the Pledged Securities; 

“Event of Default” has the meaning ascribed thereto in
the Notes; 

“Guarantor” has the meaning ascribed thereto in the
Notes; 

“Law” shall mean all statutes, codes, ordinances,
decrees, rules, regulations, customs, treaties, municipal by-laws, judicial or
arbitral or administrative or ministerial or departmental or regulatory
judgments, orders, decisions, rulings or awards, directives, customs, policies
or guidelines whether or not having the force of law, or any provisions of the
foregoing; 




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“Lender’s Default Notice” has the meaning ascribed
thereto in the Notes; 

“Luxor” means collectively, Luxor Capital Partners, LP,
Luxor Capital Partners Offshore Master Fund, LP, Luxor Wavefront, LP and OC 19
Master Fund, L.P. – LCG; 

“Luxor Notes” means the senior secured notes of the
Corporation dated April 22, 2013 issued to Luxor having an aggregate principal
amount of $5,500,000; 

“Subsidiaries” has the meaning ascribed thereto in the
Notes; 

“Notes” has the meaning ascribed thereto in the recitals
to this Agreement;

“Obligations” means any and all indebtedness,
liabilities and obligations of the Pledgor to the Lenders under and in
connection with the Notes; 

“Permitted Encumbrances” has the meaning ascribed
thereto in the Notes; 

“Person” has the meaning ascribed thereto in the Notes;


“Pledged Securities” means all of the shares in the
capital of the Guarantor now owned or hereafter acquired by the Pledgor,
including, without limitation, the common shares, represented by share
certificate nos. 79-C, 96-C, 125-C, 133-C, 147-C, 148-C and 149-C; and 

“Security Interest” means a mortgage, hypothec, title
retention, pledge, lien, right of set-off, charge, security interest, Adverse
Claim or other encumbrance whatsoever, whether fixed or floating and howsoever
created or arising. 

1.2       
Sections and Headings. 

The division of this Agreement into Articles and Sections and
the insertion of headings are for convenience of reference only and will not
affect the construction or interpretation of this Agreement. The terms “this
Agreement”, “hereof”, “hereunder” and similar expressions
refer to this Agreement and not to any particular Article, Section or other
portion hereof and include any agreement supplemental hereto. Unless something
in the subject matter or context is inconsistent therewith, references herein to
Articles and Sections are to Articles and Sections of this Agreement. 

1.3       
Extended Meanings. 

In this Agreement words importing the singular number only
include the plural and vice versa, words importing any gender include all
genders and words importing persons include individuals, partnerships,
associations, trusts, unincorporated organisations and corporations. 




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ARTICLE 2 
GRANT OF SECURITY INTEREST AND PLEDGE



2.1       
Grant and Pledge of Collateral. 

As general and continuing collateral security for the payment
and performance of all Obligations, the Pledgor hereby, subject to Permitted
Encumbrances, mortgages, charges, assigns, transfers, delivers, pledges,
hypothecates and creates a Security Interest in, to and in favour of the
Lenders, all right, title and interest which the Pledgor now has or may
hereafter acquire in and to the following: 

	 	(a) 	
      all Pledged Securities, together with any renewals
      thereof, substitutions thereof or additions thereto and all certificates
      and instruments evidencing or representing the Pledged
  Securities;

	 	 	 
	 	(b) 	
      any and all dividends, as and where declared, whether in
      shares, money or property, received or receivable upon or in respect of
      any Pledged Securities and all interest payments and money or other
      property paid or payable on account of any return on, or repayment of,
      capital in respect of any Pledged Securities or that will in any way be
      charged to, or be payable out of, the capital of the Guarantor in respect
      thereof;

	 	 	 
	 	(c) 	
      any and all other property that may at any time be
      received or receivable by or otherwise distributed to the Pledgor in
      respect of, or in substitution for, or in addition to, or in exchange for,
      or on account of, any of the foregoing, including, without limitation, any
      shares or other securities resulting from the subdivision, consolidation,
      change, conversion or reclassification of any of the Pledged Securities,
      or the reorganization or amalgamation of Guarantor with any other body
      corporate, or the occurrence of any event which results in the
      substitution or exchange of the Pledged Securities; and

	 	 	 
	 	(d) 	
      any and all cash, securities and other proceeds in
      respect of the foregoing and all rights and interest of the Pledgor in
      respect thereof or evidenced thereby including, without limiting the
      generality of the foregoing, all money received or receivable from time to
      time by the Pledgor in connection with the sale of any of the Pledged
      Securities.



2.2       
Delivery of Collateral. 

All certificates, instruments or other documents representing
the Pledged Securities, duly endorsed for transfer or accompanied by powers of
attorney satisfactory to the Lenders, shall forthwith be delivered immediately
except share certificates 79-C, 96-C, 125-C, 133-C, 147-C, 148-C and 149-C which
shall be delivered forthwith upon their return to the Corporation from Luxor in
accordance with Luxor’s obligations under Section 10.6 of the Luxor Notes, to
and remain in the custody of the Lenders or their nominee. All certificates,
instruments or other documents representing or evidencing any additional Pledged
Securities hereinafter acquired by the Pledgor shall forthwith after issuance be
delivered to and remain in the custody of the Lenders or their nominee. All
Pledged Securities may, at the option of the Lenders, be registered in the name of the Lenders or their nominee. If requested by
the Lenders, the Pledgor will execute and deliver to the Lenders a stock
transfer direction to the transfer agent of the Pledged Securities. 




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2.3       
Attachment.

The Pledgor and the Lenders hereby acknowledge that value has
been given, the Pledgor has rights in the Collateral and the Pledgor and the
Lenders have not agreed to postpone the time for attachment. 

ARTICLE 3 
REPRESENTATIONS, WARRANTIES AND
COVENANTS 


3.1       
Representations and Warranties of the Pledgor. 

The Pledgor hereby represents and warrants to the Lenders, upon
each of which representations and warranties the Lenders specifically relies, as
follows: 

	 	(a) 	
      the Pledgor is and will be the sole registered and
      beneficial owner of the Collateral now in existence or acquired hereafter,
      free of any Security Interest other than Security Interests in favour of
      the Lenders and Permitted Encumbrances with full right to mortgage,
      charge, assign, transfer, deliver, pledge and hypothecate the Pledged
      Securities to the Lenders pursuant hereto;

	 	 	 
	 	(b) 	
      any shares of Guarantor forming part of the Pledged
      Securities will be validly issued, fully paid and non-assessable and shall
      not be subject to any lien in favour of the Guarantor;

	 	 	 
	 	(c) 	
      there is no existing agreement, option, right or
      privilege capable of becoming an agreement or option pursuant to which the
      Pledgor would be required to sell or otherwise dispose of any of the
      Pledged Securities; and

	 	 	 
	 	(d) 	
      the Security Interest created hereby will constitute a
      valid perfected Security Interest in the Pledged Securities upon delivery
      of the share certificates representing the Pledged Securities to the
      Lenders or upon registration of notice thereof in prescribed form under
      applicable personal property security legislation, if such registration is
      required in order to perfect a Security Interest in the Pledged
      Securities.



3.2       
Covenants of Pledgor. 

The Pledgor covenants to and in favour of the Lenders that
until all the Obligations are indefeasibly performed and paid in full, it shall:


	 	(a) 	
      defend the Lenders’ right, title and Security Interest in
      and to the Collateral;

	 	 	 
	 	(b) 	
      except to the extent permitted by Section 4.2, not (and
      shall not purport to) sell or dispose of, transfer, relinquish or
      otherwise deal with, any of its interest in
the Pledged Securities or other Collateral or incur or permit
      to exist any Security Interest other than Permitted Encumbrances or any
      Security Interest that is in favour of the Lenders in or with respect to
  any of the Pledged Securities or other Collateral;








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	 	(c) 	
      ensure that at the request of the Lenders all Pledged
      Securities shall be registered in the name of the Lenders or their
      nominee, that any certificates representing the Pledged Securities shall
      be forthwith delivered to and remain in the custody of the Lenders or
      their nominee, and that all certificates, instruments or other documents
      representing or evidencing any Pledged Securities shall forthwith after
      issuance be delivered to, and remain in the custody of, the Lenders or
      their nominee;

	 	 	 
	 	(d) 	
      ensure that such stock powers of attorney and similar
      documents with respect to the Pledged Securities as the Lenders may
      reasonably request, satisfactory in the form and substance to the Lenders,
      shall be delivered to the Lenders or their nominee from time to time upon
      request; and

	 	 	 
	 	(e) 	
      not, with respect to the Pledge Securities, enter into,
      amend, or waive any right or obligation under, any shareholder agreement,
      voting agreement, voting trust, trust deed, irrevocable proxy or other
      similar agreements or instruments.



ARTICLE 4 
DEALING WITH COLLATERAL 


	4.1 	
      Rights and Duties of the Lenders.

	 	 	 
		(a) 	
      The Lenders shall have and be entitled to exercise all
      such powers hereunder as are specifically delegated to the Lenders by the
      terms hereof, together with such powers as are incidental thereto. The
      Lenders may execute any of their duties hereunder by or through agents or
      employees and shall be entitled to retain counsel and to act in reliance
      upon the advice of such counsel concerning all matters pertaining to their
      duties hereunder.

	 	 	 
		(b) 	
      The Lenders and any nominee on their behalf shall be
      bound to exercise in the holding of the Pledged Securities and other
      Collateral the same degree of care as it would exercise with respect to
      similar property of their own of similar value held in the same place. The
      Lenders and any other nominee on their behalf shall be deemed to have
      exercised reasonable care with respect to the custody and preservation of
      the Collateral if they take such action for this purpose as the Pledgor
      shall reasonably request in writing, but failure of the Lenders or their
      nominee to comply with any such request shall not in and of itself be
      deemed a failure to exercise reasonable care, and no failure of the
      Lenders or their nominee to preserve or protect any rights with respect to
      the Collateral, or to do any act with respect to preservation of the
      Collateral not so requested by the Pledgor, shall in and of itself be
      deemed a failure to exercise reasonable care in the custody or
      preservation of the Collateral. Neither the Lenders nor any nominee acting
      on their behalf, nor any director, officer or employee of the Lenders
      shall be liable for any action taken or omitted to be
taken by them hereunder or in connection herewith except for their own gross
negligence or wilful misconduct. The Lenders are hereby released from all
responsibilities for any depreciation in or loss of value of any part of the
Collateral except for such depreciation or loss of value that is the result of
the Lenders’ (or their authorized agents’ or nominee’s or that or their
officers, directors or employees) gross negligence or wilful misconduct. 








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	4.2 	
      Voting Rights.

	 	 	 
		(a) 	
      Unless an Event of Default has occurred and has not been
      waived in writing by the Lenders, the Pledgor is entitled to exercise all
      the rights and powers of a holder of such securities including, without
      limitation, the right to vote from time to time exercisable in respect of
      the Collateral and to give proxies, consents and waivers in respect
      thereof. No such action may be taken if it would violate or be
      inconsistent with the Notes, any other document to which the Pledgor is a
      party, or this Agreement or any other agreements relating thereto or
      hereto or would have the effect of reducing the value of the Collateral as
      security for the Obligations or imposing any restriction on the
      transferability of any of the Collateral.

	 	 	 
		(b) 	
      Upon the occurrence of an Event of Default which has not
      been waived in writing by the Lenders, the rights and powers of the
      Pledgor as a holder of such securities including, without limitation, the
      right to vote the Collateral, will cease immediately and the Lenders will
      have the right to exercise the rights and powers related to such
      Collateral, including, without limitation, the right to vote unless the
      Lenders shall have given a notice to the Pledgor permitting the Pledgor to
      continue to exercise such rights and powers subject to any limitations set
      forth in such notice.

	 	 	 
	4.3 	
      Dividends and Interest
Payments.



Subject to Section 2.1: 

	 	(a) 	
      Unless an Event of Default has occurred and has not been
      waived in writing by the Lenders, the Pledgor is entitled to receive all
      dividend payments or other distributions or interest payments, whether any
      such amount are paid in cash, securities or otherwise in respect of the
      Collateral.

	 	 	 
	 	(b) 	
      Upon the occurrence of an Event of Default which has not
      been waived in writing by the Lenders, all rights of the Pledgor pursuant
      to Section 4.3(a) shall cease and the Lenders will have the sole and
      exclusive right and authority to receive and retain all payments that the
      Pledgor would otherwise be authorised to retain pursuant to Section
      4.3(a). All money and other property received by the Lenders pursuant to
      the provisions of this Section 4.3(b) may be applied on account of the
      Obligations or may be retained by the Lenders as additional Collateral
      hereunder and be applied in accordance with the provisions of this
      Agreement.







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	4.4 	
      Restricted Securities

	 	 	 
		(a) 	
      The Lenders acknowledge that the Pledged Securities, upon
      transfer to the Lenders, if applicable, will be “restricted securities”
      within the meaning of Rule 144 under the U.S. Securities Act of 1933, as
      amended, and may not be offered, sold or otherwise transferred by the
      Lenders except in accordance with the terms of the Transaction Documents
      (as defined in the Notes) and pursuant to registration or available
      exemptions therefrom under the laws of such act and applicable state
      securities laws.



ARTICLE 5 
REMEDIES 


	5.1 	
      Remedies

	 	 	 	 
		(a) 	
      Upon the occurrence of an Event of Default, and if such
      Event of Default not cured within 10 days after the Corporation receives
      the Lender’s Default Notice, the Lenders may, at their option, provide
      written notice to the Pledgor and (i) any or all of the Obligations will
      at the option of the Lenders become immediately due and payable or be
      subject to immediate performance, as the case may be, without presentment,
      protest or notice of dishonour, all of which are expressly waived, (ii)
      the obligation, if any, of the Lenders to extend further credit to the
      Pledgor will cease, (iii) any or all security granted hereby will, at the
      option of the Lenders, become immediately enforceable, and (iv) in
      addition to any right or remedy provided by Law, the Lenders will have the
      rights and remedies set out below, all of which rights and remedies will
      be enforceable successively, concurrently or both:

	 	 	 	 
			(i) 	
      transfer any part of the Collateral into the name of the
      Lenders or their nominee;

	 	 	 	 
			(ii) 	
      vote any of the Collateral (whether or not registered in
      the name of the Lenders or their nominee) and give or withhold all
      consents and waivers in respect thereof;

	 	 	 	 
			(iii) 	
      exercise all rights of conversion, exchange or
      subscription, or any other rights, privileges or options pertaining to any
      of the Collateral, including, without limitation, the right to exchange at
      their discretion any of the Collateral upon the amalgamation, arrangement,
      merger, consolidation or other reorganization of the issuer of the
      Collateral, all without liability except to account for property actually
      received by the Lenders;

	 	 	 	 
			(iv) 	
      from time to time realise upon, collect, sell, transfer,
      assign, give options to purchase or otherwise dispose of and deliver any
      Collateral in such manner as may seem advisable to the Lenders. For such
      purposes each requirement relating thereto and prescribed by law or
      otherwise is hereby waived by the Pledgor to the extent permitted by law
      and in any offer or sale of any of the Collateral the Lenders are
      authorized to comply with any limitation or restriction in connection with such offer
      or sale as the Lenders may be advised by counsel is necessary in order to
      avoid any violation of applicable Law, or in order to obtain any required
      approval of the sale or of the purchase by any governmental or regulatory
      authority or official. Such compliance will not result in such sale being
      considered (or deemed) not to have been made in a commercially reasonable
      manner nor will the Lenders be liable or accountable to the Pledgor for
      any discount allowed by reason of the fact that such Collateral is sold in
  compliance with any such limitation or restriction;








8 

	 	(v) 	
      purchase any of the Collateral, whether in connection
      with a sale made under the power of sale herein contained or pursuant to
      judicial proceedings or otherwise; and

	 	 	 
	 	(vi) 	
      accept the Collateral in satisfaction of the Obligations
      upon notice to the Pledgor of their intention to do so in the manner
      required by law.





	 	(b) 	
      The Lenders may (i) grant extensions of time, (ii) take
      and perfect or abstain from taking and perfecting security, (iii) give up
      securities, (iv) accept compositions or compromises, (v) grant releases
      and discharges, and (vi) release any part of the Collateral or otherwise
      deal with the Pledgor, debtors of the Pledgor, sureties and others and
      with the Collateral and other security as the Lenders sees fit without
      prejudice to the liability of the Pledgor to the Lenders or the Lenders’
      rights hereunder.

	 	 	 
	 	(c) 	
      The Lenders will not be liable or responsible for any
      failure to seize, collect, realise, or obtain payment with respect to the
      Collateral and is not bound to institute proceedings or to take other
      steps for the purpose of seizing, collecting, realising or obtaining
      possession or payment with respect to the Collateral or for the purpose of
      preserving any rights of the Lenders, the Pledgor or any other person, in
      respect of the Collateral.

	 	 	 
	 	(d) 	
      The Lenders may apply any proceeds of realisation of the
      Collateral to payment of reasonable expenses in connection with the
      preservation and realisation of the Collateral as above described and the
      Lenders may apply any balance of such proceeds to payment of the
      Obligations in such order as the Lenders see fit. If there is any surplus
      remaining, the Lenders may pay it to any Person having a claim thereto in
      priority to the Pledgor of whom the Lenders have knowledge and any balance
      remaining must be paid to the Pledgor. If the disposition of the
      Collateral fails to satisfy the Obligations secured by this Agreement and
      the aforesaid expenses, the Pledgor will be liable to pay any deficiency
      to the Lenders forthwith on demand.



5.2       
Payment of Expenses. 

The Lenders may charge on their own behalf and also pay to
others all reasonable out-of-pocket expenses of the Lenders and others,
including the fees and disbursements of any experts or advisers (including, without limitation, reasonable legal fees)
retained by the Lenders, incurred in connection with realising, collecting,
selling, transferring, delivering or obtaining payment for the Collateral, or in
connection with the administration of any amendment of this Agreement or
incidental to the care, safekeeping or otherwise of any Collateral. The Lenders
may deduct the amount of such expenses from any proceeds of disposition of the
Lenders. 




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ARTICLE 6 
GENERAL 


6.1       
Benefit of the Agreement. 

This Agreement will enure to the benefit of and be binding upon
the successors and assigns of the parties hereto. 

6.2       
Amendments and Waivers. 

No amendments to this Agreement will be valid or binding unless
set forth in writing and duly executed by all of the parties hereto. No waiver
of any breach of any provision of this Agreement will be effective or binding
unless made in writing and signed by the party purporting to give the same and,
unless otherwise provided in the written waiver, will be limited to the specific
breach waived. 

6.3       
Assignment. 

The rights, title and interest of the Lenders under this
Agreement may only be assigned by the Lenders in accordance with the provisions
of the Notes. The Pledgor may not assign its obligations under this Agreement
without the prior written consent of the Lenders. 

6.4       
Severability. 

If any provision of this Agreement is determined to be invalid
or unenforceable in whole or in part, such invalidity or unenforceability will
attach only to such provision or part thereof and the remaining part of such
provision and all other provisions hereof will continue in full force and
effect. 

6.5       
Notices. 

Any demand, notice or other communication to be given in
connection with this Agreement shall be given in accordance with the provisions
of the Notes. 

6.6       
Additional Continuing Security. 

This Agreement and the Security Interest granted hereby are in
addition to and not in substitution for any other security now or hereafter held
by the Lenders and this Agreement is a continuing agreement and security that
will remain in full force and effect until discharged by the Lenders. 




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6.7       
Further Assurances. 

The Pledgor must at its expense from time to time do, execute
and deliver, or cause to be done, executed and delivered, all such financing
statements, further assignments, documents, acts, matters and things as may be
reasonably requested by the Lenders for the purpose of giving effect to this
Agreement or for the purpose of establishing compliance with the
representations, warranties and covenants herein contained. 

6.8       
Power of Attorney. 

Upon the occurrence of an Event of Default which has not been
waived in writing by the Lenders, the Pledgor hereby irrevocably constitutes and
appoints any duly appointed officer for the time being of the Lenders the true
and lawful attorney of the Pledgor, with full power of substitution, to do, make
and execute all such statements, assignments, documents, acts, matters or things
with the right to use the name of the Pledgor whenever and wherever the officer
may deem necessary or expedient and from time to time to exercise all rights and
powers and to perform all acts of ownership in respect of the Collateral in
accordance with this Agreement. 

6.9       
Discharge. 

The Pledgor will not be released or discharged from any of the
Obligations or from this Agreement except by a release or discharge signed in
writing by the Lenders which shall not be unreasonably withheld or delayed. The
Lenders shall, upon indefeasible satisfaction of all of the Obligations of the
Pledgor to the Lenders, execute such releases and discharges as the Pledgor may
reasonably require, all at the request and sole cost and expense of the Pledgor
and return to the Pledgor all Pledged Securities together with all other
Collateral in the possession of the Lenders and their nominee. 

6.10      Governing
Law and Attornment. 

This Agreement shall be exclusively (without regard to rules or
principals relating to conflicts of laws) governed by and construed in
accordance with the laws of the Province of British Columbia and the federal
laws of Canada applicable therein. The Pledgor and the Lenders hereby
irrevocably and unconditionally attorn to the non-exclusive jurisdiction of the
courts of the Province of British Columbia and all courts competent to hear
appeals therefrom. 

6.11      Entire
Agreement. 

This Agreement has been entered into pursuant to the provisions
of the Notes and is subject to all the terms and conditions thereof and, if
there is any conflict or inconsistency between the provisions of this Agreement
and the provisions of the Notes, the rights and obligations of the parties will
be governed by the provisions of the Notes, provided, however, that the
existence of remedies in this Agreement which are not contained in the Notes
shall not constitute a conflict or inconsistency with the Notes. There are no
representations, warranties, terms, conditions, undertakings or collateral
agreements, express, implied or statutory, between the Lenders and the Pledgor
with respect to the subject matter hereof except as expressly set forth herein
or in the Notes and the other documents delivered in connection with the Notes.





11 

6.12      Executed
Copy. 

The Pledgor acknowledges receipt of a fully-executed copy of
this Agreement. 

ARTICLE 7 
EFFECTIVE TIME 


	7.1 	
      This Agreement shall only become effective upon the
      Pledgor having repaid in full all obligations owing by it to Luxor under
      the Luxor Notes, and the security granted hereunder shall become first
      ranking upon Luxor having fully complied with Section 10.6 of the Luxor
      Notes.



[Remainder of this page intentionally left blank] 




12 

      
     IN WITNESS WHEREOF the parties have
executed and delivered this Agreement under their respective seals by their duly
authorized signing officers as of the date first referred to above. 

	 	  	CARDERO RESOURCE CORP. 
	 	  	  
	 	  	  
	 	By: 	(signed) Lawrence Talbot 
	 	  	Name: Lawrence Talbot 
	 	  	Title: Vice-President & General Counsel
  
	 	  	Authorized Signing Officer 
	 	  	  
	 	  	  
	 	  	E.L. II PROPERTIES TRUST 
	 	  	  
	 	  	  
	 	By: 	(signed) Robert Kopple 
	 	  	Name: Robert C. Kopple, Trustee 
	 	  	Authorized Signing Officer 
	 	  	  
	 	  	  
	 	 	KOPPLE FAMILY PARTNERSHIP,
      L.P. 
	 	  	By its General Partner, E.L. II Properties
      Trust 
	 	  	  
	 	  	  
	 	By: 	(signed) Robert Kopple 
	 	  	Name: Robert C. Kopple, Trustee 
	 	  	Authorized Signing Officer