Cardero Resource Corp.: Exhibit 4.3 - Filed by newsfilecorp.com





CARDERO RESOURCE CORP. 

SUBSCRIPTION AGREEMENT 

(UNITS – NON-BROKERED)

 INSTRUCTIONS 

All Subscribers: 

	1. 	
      Complete and sign pages i and ii of the Subscription
      Agreement.



All Canadian Residents: 

	1. 	
      If you are an “Accredited Investor”, complete and sign
      the Accredited Investor Certificate – Schedule A.

	 	 
	2. 	
      If you are not an “Accredited Investor” but are resident
      in any province of Canada (other than Ontario) and are purchasing the
      Units pursuant to the “Family, Friends and Business Associates” exemption,
      complete section (1) of the Canadian Exemption Certificate and sign the
      Canadian Exemption Certificate – Schedule B.

	 	 
	3. 	
      If you are not an “Accredited Investor” but are resident
      in Ontario and are purchasing the Units pursuant to the “Founder, control
      person and family – Ontario” exemption, complete section (2) of the
      Canadian Exemption Certificate and sign the Canadian Exemption Certificate
      – Schedule B.



All United States Subscribers: 

Complete and sign the U.S. Accredited Investor Certificate –
Schedule C. 

 

 

PLEASE DELIVER YOUR COMPLETED AND EXECUTED COPY OF, AND THE
OTHER DOCUMENTS REQUIRED TO BE DELIVERED WITH, THIS SUBSCRIPTION AGREEMENT TO
THE CORPORATION, ATTENTION MARLA K. RITCHIE (FAX NO. 1-604-408-7499 OR  marla@cardero.com) AS SOON AS
POSSIBLE. 




- i - 

THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
ACCORDINGLY, THESE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR
TO OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AS DEFINED IN REGULATION S
UNDER THE 1933 ACT, ABSENT EXEMPTION UNDER THE 1933 ACT AND APPLICABLE STATE
LAWS. 

TO:     Cardero Resource Corp. (the
“Corporation”) of Suite 2300 – 1177 West Hastings Street, Vancouver, BC
V6E 2K3 The undersigned (the “Subscriber”) on its own behalf or, if
applicable, on behalf of the disclosed purchaser who is identified by name and
on whose behalf the Subscriber, as agent, is purchasing hereunder (the
“Disclosed Purchaser”), hereby irrevocably subscribes for and agrees to
purchase from the Corporation, on and subject to the terms and conditions
attached hereto, that number of units of the Corporation (the “Units”)
set forth below, for the aggregate subscription price set forth below at a
subscription price of $0.95 per Unit (the “Purchase Price”). Each Unit
will consist of one common share in the capital of the Corporation (a
“Share”) and one–half of one transferable common share purchase warrant
(each whole warrant, a “Warrant”). Subject to the Acceleration Provision
(as herein defined), each Warrant will entitle the Subscriber to purchase an
additional common share in the capital of the Corporation (a “Warrant
Share”) for a period of 12 months from the Closing Date (as herein defined)
at a price of $1.25 per Warrant Share. Attached as Appendix 1 to this Agreement
are the terms and conditions of the sale of the Purchased Securities (as defined
herein) and the representations, warranties and covenants hereby made by the
Subscriber and the Corporation, all of which Appendix 1 forms part of and is
hereby incorporated by reference into this Agreement (the “Terms and
Conditions”). 

The Offering is subject to the Corporation obtaining
conditional acceptance from the Toronto Stock Exchange (the “TSX”) and
approval from NYSE Amex LLC (the “Amex”, and together with the TSX, the
“Stock Exchanges”) to the Offering. 


	Number of Units 
subscribed for 	Subscriber’s Total Purchase Price
    

	
	
$ 



Execution by the Subscriber (Please also ensure all
Schedules (as applicable) are completed and executed (see “Instructions”
on the first page of this Agreement)): 

EXECUTED by the Subscriber this ___________day of
__________________________________, 2011. 

	 	 	 
	Signature of Subscriber (if Subscriber is an individual) or
      of 	 	(Subscriber’s Residential or Head Office
      Address) (please print) 
	 	 	 
	 	 	 
	the Authorized Signatory (if Subscriber is not an
      individual) 	 	  
	Name of Subscriber (please print) 	 	  
	 	 	 
	 	 	 
	Name and Official Capacity or Title of Authorized Signatory    	 	(Telephone Number) 
	(please print) 	 	  
	 	 	 
	 	 	 
	  	 	(Facsimile Number) 






- ii - 

	IF YOU ARE SIGNING THIS AGREEMENT AS AGENT FOR A DISCLOSED PURCHASER PLEASE PROVIDE THE 
	FOLLOWING INFORMATION FOR THE DISCLOSED PURCHASER 



	Details of Disclosed Purchaser, if applicable    	 	
	 	 	 
	 	 	 
	Name of Disclosed Purchaser (please print) 	 	Disclosed Purchaser’s Residential or Head
      Office Address 
	 	 	 
	 	 	 
	(Telephone Number)    	 	(Facsimile Number) 



	Registration Instructions (if other than in name
      of Subscriber): 	 	Certificate Delivery Instructions (if
      other than the address above): 
	 	 	 
	 	 	 
	Name and Address (as it should appear on the
      certificates) 	 	Address 
	  	 	  
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Account reference, if applicable 	 	Account reference, if applicable 
	 	 	 
	 	 	 
	Address of Intermediary 	 	Contact Name 
	 	 	 
	 	 	 
	  	 	Telephone Number 


The Shares and Warrants will be subject to a hold period in
Canada of four months from the Closing Date pursuant to applicable securities
laws. The certificates evidencing the Shares, Warrants and Warrant Shares will
bear a legend to that effect, as applicable. Consequently, the Shares and
Warrants, and if applicable, the Warrant Shares, will be subject to resale
restrictions during such period. Additional restrictions will apply to resales
of Shares and Warrants and if applicable, the Warrant Shares, purchased by, or
for the account or benefit of, U.S. Persons, as described in Schedule C. You are
advised to consult your own legal advisors in this regard. 

Present Ownership of Securities 

The
Subscriber or Disclosed Purchaser, as the case may be, either [check
appropriate box]: 

	[   ]	owns directly or indirectly, or
      exercises control or direction over, no Common Shares or securities
      convertible into Common Shares; or 
	[   ]	owns directly or indirectly, or
      exercises control or direction over,
      ________________________________Common Shares and convertible securities
      entitling the Subscriber to acquire an additional
      ________________________________ Common Shares. 


Insider or Registrant 

The Subscriber
or Disclosed Purchaser, as the case may be, is either [check appropriate
box]: 

	[   ]	an “Insider” as such term is
      defined herein; or 
	[   ]	a “registrant” as such term is
      defined in the Securities Act (British Columbia); or 
	[   ]	is not an “Insider”.  






- iii - 

This Agreement is accepted by Cardero Resource Corp.,
subject to the Terms and Conditions, this _____________________________ day
of  ________________________________, 2011. 

CARDERO RESOURCE CORP. 

Per:
______________________________________________________
            
Authorized Signatory 





APPENDIX 1 
TERMS AND CONDITIONS OF THE OFFERING


THE TERMS AND CONDITIONS OF THE OFFERING ARE AS FOLLOWS:

1.         Definitions

Definitions: In this Agreement, unless the context
otherwise requires: 

	 	(a) 	
      “1933 Act” means the Securities Act of 1933, as
      amended, of the United States;

	 	 	 
	 	(b) 	
      “Acceleration Provision” has the meaning ascribed to that
      term in Section 3 of this Agreement;

	 	 	 
	 	(c) 	
      “Accredited Investor” has the meaning ascribed to such
      term in National Instrument 45-106;

	 	 	 
	 	(d) 	
      “Agreement” means this subscription agreement and
      includes all schedules and appendices attached hereto, in each case, as
      the same may be amended, supplemented or restated from time to
  time;

	 	 	 
	 	(e) 	
      “Business Day” means a day on which Canadian chartered
      banks are open for the transaction of regular business in the City of
      Vancouver, British Columbia;

	 	 	 
	 	(f) 	
      “Closing” means the closing of the purchase and sale of
      the Offered Securities;

	 	 	 
	 	(g) 	
      “Closing Date” means the date of the Closing, such date
      to be a date following receipt by the Corporation of all required
      regulatory acceptances/approvals and as determined by the
    Corporation;

	 	 	 
	 	(h) 	
      “Commissions” means the provincial securities commission
      or other regulatory authority in each of the Offering
  Jurisdictions;

	 	 	 
	 	(i) 	
      “Common Shares” means the common shares of the
      Corporation as constituted on the date hereof;

	 	 	 
	 	(j) 	
      “Corporation” means Cardero Resource Corp., a corporation
      existing under the Business Corporations Act (British Columbia) and
      includes any successor corporation thereto;

	 	 	 
	 	(k) 	
      “Disclosed Purchaser” means the Person on whose behalf
      the Subscriber, as agent, is purchasing hereunder;

	 	 	 
	 	(l) 	
      “Dollars” or “$” means lawful money of Canada, unless
      otherwise indicated;

	 	 	 
	 	(m) 	
      “Insider” means (i) a director or senior officer of the
      Corporation, (ii) a director or senior officer of a company that is an
      Insider or subsidiary of the Corporation, and (iii) a Person that
      beneficially owns or controls, directly or indirectly, more than 10% of
      the outstanding Common Shares of the Corporation;

	 	 	 
	 	(n) 	
      “National Instrument 45-106” means National Instrument
      45-106 “Prospectus and Registration Exemptions” of the Canadian Securities
      Administrators;

	 	 	 
	 	(o) 	
      “Offered Securities” means the up to 8,029,669 Units
      offered for sale by the Corporation pursuant to the Offering;

	 	 	 
	 	(p) 	
      “Offering” means the offering of the Offered Securities
      on a private placement basis;

	 	 	 
	 	(q) 	
      “Offering Jurisdictions” means collectively all of the
      provinces of Canada, the United States and such other overseas
      jurisdictions as may be agreed to by the Corporation;

	 	 	 
	 	(r) 	
      “Person” means an individual, a firm, a corporation, a
      syndicate, a partnership, a trust, an association, an unincorporated
      organization, a joint venture, an investment club, a government or an
      agency or political subdivision thereof and every other form of legal or
      business entity of whatsoever nature or kind;

	 	 	 
	 	(s) 	
      “Personal Information” means any personal information as
      that term is defined under applicable privacy legislation, including,
      without limitation, the Personal Information Protection and Electronic
      Documents Act (Canada) and any other applicable similar, replacement or
      supplemental provincial or federal legislation or laws in effect from time
      to time and without limiting the foregoing, but for greater clarity in
      this Agreement, means information about an identifiable individual,
      including but not limited to any information about the Subscriber and, if
      applicable, any Disclosed Purchaser, and includes information provided by
      the Subscriber in this Agreement;







- 2 - 

	 	(t) 	
      “Purchase Price” means $0.95 per Unit;

	 	 	 
	 	(u) 	
      “Purchased Securities” means the Units which the
      Subscriber has agreed to purchase under this Agreement;

	 	 	 
	 	(v) 	
      “Regulation D” means Regulation D under the 1933
    Act;

	 	 	 
	 	(w) 	
      “Regulation S” means Regulation S under the 1933
    Act;

	 	 	 
	 	(x) 	
      “Regulatory Authorities” means the Commissions and the
      Stock Exchanges;

	 	 	 
	 	(y) 	
      “Securities” means collectively, the Units, the Shares,
      the Warrants and the Warrant Shares;

	 	 	 
	 	(z) 	
      “Securities Laws” means the securities legislation and
      regulations of, and the instruments, policies, rules, orders, codes,
      notices and interpretation notes of each of the Commissions;

	 	 	 
	 	(aa) 	
      “Shares” means the previously unissued Common Shares of
      the Corporation forming part of the Units;

	 	 	 
	 	(bb) 	
      “Stock Exchanges” means the Toronto Stock Exchange and
      NYSE Amex LLC;

	 	 	 
	 	(cc) 	
      “Subscriber” means the Person purchasing the Purchased
      Securities and whose name appears on the execution page hereof and who has
      signed this Agreement;

	 	 	 
	 	(dd) 	
      “Subscription Proceeds” means the aggregate Purchase
      Price paid by the Subscriber for the Purchased Securities;

	 	 	 
	 	(ee) 	
      “U.S. Accredited Investor” means an “accredited investor”
      as defined in Rule 501(a) under the 1933 Act, as amended by the Dodd-Frank
      Wall Street Reform and Consumer Protection Act, and without limiting the
      foregoing, but for greater clarity in this Agreement, which satisfies the
      conditions of the U.S. Accredited Investor Certificate;

	 	 	 
	 	(ff) 	
      “U.S. Accredited Investor Certificate” means the
      certificate attached as Schedule C to this Agreement to be executed by
      Persons that are in the United States, U.S. Persons or purchasing the
      Purchased Securities for the account or benefit of Persons that are in the
      United States or U.S. Persons;

	 	 	 
	 	(gg) 	
      “U.S. Person” has the meaning ascribed to it in
      Regulation S. Without limiting the foregoing, but for greater clarity in
      this Agreement, a U.S. Person includes, subject to the exclusions set
      forth in Regulation S, (i) any natural Person resident in the United
      States, (ii) any partnership or corporation organized or incorporated
      under the laws of the United States, (iii) any estate or trust of which
      any executor, administrator or trustee is a U.S. Person, (iv) any agency
      or branch of a foreign entity located in the United States, (v) any
      non-discretionary account or similar account (other than an estate or
      trust) held by a dealer or other fiduciary for the benefit or account of a
      U.S. Person, (vi) any discretionary account or similar account (other than
      an estate or trust) held by a dealer or other fiduciary organized,
      incorporated, or (if an individual) resident in the United States, and
      (vii) any partnership or corporation organized or incorporated under the
      laws of any non-U.S. jurisdiction which is formed by a U.S. Person
      principally for the purpose of investing in securities not registered
      under the 1933 Act, unless it is organized or incorporated, and owned, by
      U.S. Accredited Investors who are not natural Persons, estates or
      trusts;

	 	 	 
	 	(hh) 	
      “United States” means the United States of America, its
      territories and possessions, any state of the United States and the
      District of Columbia;

	 	 	 
	 	(ii) 	
      “Units” means the units of the Corporation being offered
      for sale by the Corporation, each Unit consisting of one Share and
      one-half of one Warrant;







- 3 - 

	 	(jj) 	
      “Warrant Shares” means the previously unissued Common
      Shares which will be issued upon the exercise of the Warrants;
  and

	 	 	 
	 	(kk) 	
      “Warrants” means the transferable common share purchase
      warrants of the Corporation forming part of the Units; subject to the
      Acceleration Provision, each Warrant entitles the Subscriber to purchase a
      Warrant Share for a period of 12 months from the Closing Date at a price
      of $1.25 per Warrant Share.



2.         Conditions of the Offering 

In connection with your purchase of the Purchased Securities,
you agree to return to the Corporation, as soon as possible the following
documents: 

	 	(a) 	
      this Agreement, duly completed and executed;

	 	 	 
	 	(b) 	
      a certified cheque, bank draft or wire transfer or other
      acceptable form of payment to the Corporation, as applicable, for the
      total Purchase Price of the Purchased Securities payable to the
      Corporation or, if applicable, confirmation of “Delivery Against Payment”
      arrangements;

	 	 	 
	 	(c) 	
      if you are, or, if applicable, the Disclosed Purchaser
      is, a resident of Canada, and if you are an “Accredited Investor”, a duly
      executed and completed Accredited Investor Certificate, attached as
      Schedule A hereto;

	 	 	 
	 	(d) 	
      if you are not, or, if applicable, the Disclosed
      Purchaser is not, an “Accredited Investor” but are resident in any
      province of Canada (other than Ontario) and are purchasing the Units
      pursuant to the “Family, Friends and Business Associates” exemption, a
      duly executed and completed Canadian Exemption Certificate, attached as
      Schedule B hereto;

	 	 	 
	 	(e) 	
      if you are not, or, if applicable, the Disclosed
      Purchaser is not, an “Accredited Investor” but are resident in Ontario and
      are purchasing the Units pursuant to the “Founder, control person and
      family” exemption, a duly executed and completed Canadian Exemption
      Certificate, attached as Schedule B hereto;

	 	 	 
	 	(f) 	
      if you are, or, if applicable, the Disclosed Purchaser
      is, in the United States or a U.S. Person or otherwise subject to United
      States securities laws, a fully executed and completed U.S. Accredited
      Investor Certificate, attached as Schedule C hereto; and

	 	 	 
	 	(g) 	
      any further documentation as required under the
      Securities Laws or by the policies of the Stock Exchanges or other
      Regulatory Authorities.



The obligation of the Corporation to sell the Purchased
Securities to you is subject to, among other things, the conditions that: 

	 	(a) 	
      you execute and return all documents required by the
      Securities Laws and the policies of the Stock Exchanges for delivery on
      your behalf, including the forms set out in Schedules A, B and C attached
      hereto, as applicable, to the Corporation as the sale of the Purchased
      Securities by the Corporation to you will not be qualified by a
      prospectus;

	 	 	 
	 	(b) 	
      the representations and warranties made by you on your
      own behalf or, if applicable, on behalf of the Disclosed Purchaser
      (including representations and warranties made in any Schedule attached
      hereto, as applicable) herein are true and correct when made and are true
      and correct on the Closing Date with the same force and effect as if they
      had been made on and as of such date;

	 	 	 
	 	(c) 	
      all covenants, agreements and conditions contained in
      this Agreement to be performed by you or, if applicable, the Disclosed
      Purchaser on or prior to the Closing Date shall have been performed or
      complied with in all material respects;

	 	 	 
	 	(d) 	
      the Corporation receives conditional acceptance of notice
      of the Offering and conditional approval for the listing of the Shares and
      Warrant Shares from the TSX and approval for the listing of the Shares and
      Warrant Shares from the Amex; and

	 	 	 
	 	(e) 	
      all other necessary regulatory approvals are obtained
      prior to the Closing Date.







- 4 - 

By returning this Agreement you consent on your own behalf or,
if applicable, on behalf of the Disclosed Purchaser, to the filing by the
Corporation of all documents and Personal Information concerning you or, if
applicable, the Disclosed Purchaser, provided in this Agreement required by the
Securities Laws and the policies of the Stock Exchanges. 

If you are not subscribing for the Purchased Securities for
your own account the Disclosed Purchaser for whom you are contracting hereunder
must be purchasing the Purchased Securities as principal for such Disclosed
Purchaser’s own account and (unless you are an authorized agent with power to
sign on behalf of the beneficial purchaser) must execute all documents required
by the Securities Laws of the Offering Jurisdictions and the policies of the
Stock Exchanges with respect to the Purchased Securities being acquired by the
Disclosed Purchaser as principal. If you are signing this Agreement as agent or
pursuant to a power of attorney for the Disclosed Purchaser, you represent and
warrant that you have authority to bind the Disclosed Purchaser. 

You agree, and if applicable the Disclosed Purchaser agrees, to
comply with all Securities Laws and with the policies of the Stock Exchanges
concerning the purchase of, the holding of, and the resale restrictions
applicable to, the Purchased Securities. 

You acknowledge on your own behalf or, if applicable, on behalf
of the Disclosed Purchaser, that the Corporation has the right to close the
subscription books at any time without notice and to accept or reject any
subscription in whole or in part in its sole discretion. 

3.         The
  Purchased Securities

Each Unit will consist of one Share and one-half of one
Warrant. Subject to the Acceleration Provision, each whole Warrant will entitle
the Subscriber to purchase a Warrant Share for a period of 12 months following
the Closing Date at a price of $1.25 per Warrant Share. 

If, at any time from the date that is four months after the
Closing Date until the expiry date of the Warrants, the daily volume-weighted
average trading price of the Common Shares on the TSX exceeds $1.75 for at least
10 consecutive trading days, the Corporation may, within thirty (30) days, give
an expiry acceleration notice to the holders of the Warrants and, if it does so,
the Warrants will, unless exercised, expire on the thirtieth (30th)
day after the acceleration notice is given (the “Acceleration
Provision”). 

The certificates representing the Warrants will, among other
things, include provisions for the appropriate adjustment in the class, number
and price of the Warrant Shares issued on exercise of the Warrants upon the
occurrence of certain events, including any subdivision, consolidation or
reclassification of the Common Shares, the payment of stock dividends and the
amalgamation of the Corporation. 

The issue of the Warrants will not restrict or prevent the
Corporation from obtaining any other financing, or from issuing additional
securities or rights during the period within which the Warrants may be
exercised. 

4.          The Closing

The Closing of the purchase and sale of the Offered Securities
will take place at the offices of the Corporation on the Closing Date or such
other place as the Corporation may determine. Certificates representing the
Purchased Securities will be available for delivery to you against payment to
the Corporation of the amount of the Purchase Price for the Purchased Securities
in freely transferable Canadian funds.

The Subscriber acknowledges that the Offering may be completed
at one or more partial closings in the discretion of the Corporation and that
the Closing as contemplated in this Agreement may be effected at one or more of
such partial closings. 

Upon completion of the Closing, the Corporation is irrevocably
entitled to the Purchase Price for the Purchased Securities, subject to the
rights of the Subscriber under this Agreement and any applicable laws. 

You, on your own behalf or, if applicable, on behalf of the
Disclosed Purchaser, hereby irrevocably appoint the Corporation, to act as your
agent for the purpose of acting as your representative at the Closing and hereby
appoint the Corporation, with full power of substitution, as your true and
lawful attorney in your place or stead to execute in your name or, if
applicable, the Disclosed Purchaser’s name, and on your behalf or, if
applicable, on behalf of the Disclosed Purchaser, all closing receipts and
documents required, to complete or correct any minor administrative errors or
omissions in any form or document provided by you, to approve any opinion,
certificate or other document addressed to you, to waive, in whole or in part,
any representation, warranty, covenant or condition for your benefit and
contained in this Agreement.




- 5 - 

5.          Representations and Warranties of the Subscriber

The sale of the Purchased Securities by the Corporation to the
Subscriber is conditional upon such sale being exempt from the requirements as
to the filing of a prospectus or registration statement and as to the
preparation of an offering memorandum or similar document contained in any
statute, regulation, instrument, rule or policy applicable to the sale of the
Purchased Securities or upon the issue of such orders, consents or approvals as
may be required to permit such sale without the requirement of filing a
prospectus or registration statement or delivering an offering memorandum or
similar document. 

The Subscriber and, if applicable, the Disclosed Purchaser
through the Subscriber acting as its agent, acknowledges, represents, warrants,
covenants and certifies to and with the Corporation that, as at the date given
above and at the Closing Date: 

	 	(a) 	
      the Corporation has advised you that the Corporation is
      relying on exemptions from the requirements under the Securities Laws to
      provide you with a prospectus or registration statement, and no prospectus
      or registration statement has been filed by the Corporation with any of
      the Commissions in connection with the issuance of the Purchased
      Securities, and as a consequence:

	 	 	 	 
	 		(i) 	
      you are restricted from using most of the civil remedies
      available under the Securities Laws and certain protections, rights and
      remedies provided by the Securities Laws, including statutory rights of
      rescission or damages, will not be available to you;

	 	 	 	 
	 		(ii) 	
      you may not receive information that would otherwise be
      required to be provided to you under the Securities Laws; and

	 	 	 	 
	 		(iii) 	
      the Corporation is relieved from certain obligations that
      would otherwise apply under the Securities Laws;

	 	 	 	 
	 	(b) 	
      you are resident in the jurisdiction set out under
      “Subscriber’s Residential or Head Office Address” on the first page of
      this Agreement or under “Disclosed Purchaser’s Residential or Head Office
      Address” on the second page of this Agreement (as applicable), which
      address is your residence or principal place of business of the Person
      indicated, and such address was not obtained or used solely for the
      purpose of acquiring the Purchased Securities;

	 	 	 	 
	 	(c) 	
      you are:

	 	 	 	 
	 		(i) 	
      purchasing the Purchased Securities as principal for your
      own account or, in the case of section 5(d)(i) below, are deemed under the
      applicable Securities Laws to be purchasing as principal, and not for the
      benefit of any other Person; or

	 	 	 	 
	 		(ii) 	
      purchasing the Purchased Securities as agent for the
      Disclosed Purchaser and the Disclosed Purchaser for whom you are acting is
      purchasing the Purchased Securities as principal for its own account and
      not for the benefit of any other Person;

	 	 	 	 
	 	(d) 	
      if you are resident in any province or territory in
      Canada you:

	 	 	 	 
	 		(i) 	
      are an Accredited Investor, by virtue of the fact that
      you fall within one or more of the subparagraphs of the definition of
      Accredited Investor set out in the Accredited Investor Certificate
      attached as Schedule A and you have completed the Accredited Investor
      Certificate attached as Schedule A, you confirm the truth and accuracy of
      all statements in such schedule as of the date of this Agreement and the
      Closing Date, and you were not created or used solely to purchase
      securities as an Accredited Investor as described in paragraph (m) of the
      definition of Accredited Investor set out in Schedule A; or

	 	 	 	 
	 		(ii) 	
      are purchasing sufficient Offered Securities so that the
      aggregate acquisition cost of the Purchased Securities is not less than
      $150,000 and, if you are not an individual, you were not created solely to
      purchase or hold securities in reliance on section 2.10 of National
      Instrument 45-106; or

	 	 	 	 
	 		(iii) 	
      are a resident in any province of Canada other than
      Ontario and are purchasing the Offered Securities pursuant to the “Family,
      Friends and Business Associates” prospectus and
  registration exemption contained in section 2.5 of National Instrument
      45-106 and have completed section (1) of the Canadian Exemption
  Certificate attached as Schedule B; or







- 6 - 

	 	(iv) 	
      are a resident in Ontario and are purchasing the Offered
      Securities pursuant to the “Founder, control person and family – Ontario”
      exemption contained in section 2.7 of National Instrument 45-106 and have
      completed section (2) of the Canadian Exemption Certificate attached as
      Schedule B;




	 	(e) 	
      if you are not an individual, you pre-existed the
      offering of the Offered Securities and you have a bona fide
      business purpose other than the investment in the Offered Securities
      and you were not created, formed or established solely or primarily to
      acquire Offered Securities, or to permit purchases of securities without a
      prospectus, in reliance on an exemption from the prospectus requirements
      of applicable Securities Laws;

	 	 	 	 
	 	(f) 	
      unless you have completed and delivered the U.S.
      Accredited Investor Certificate attached as Schedule C hereto (in which
      case you make the representations, warranties and covenants therein and
      confirm the truth and accuracy of all statements in such schedule as of
      the date of this Agreement and as of the Closing Date):

	 	 	 	 
	 		(i) 	
      you are not a U.S. Person,

	 	 	 	 
	 		(ii) 	
      the Offered Securities were not offered to you in the
      United States and at the time your buy order was made, you were outside
      the United States,

	 	 	 	 
	 		(iii) 	
      this Agreement was delivered to, executed and delivered
      by, you (or your authorized signatory) outside the United
States,

	 	 	 	 
	 		(iv) 	
      you are not, and will not be, purchasing the Purchased
      Securities for the account or benefit of any U.S. Person or Person in the
      United States,

	 	 	 	 
	 		(v) 	
      the current structure of this transaction and all
      transactions and activities contemplated hereunder is not a scheme to
      avoid the registration requirements of the 1933 Act,

	 	 	 	 
	 		(vi) 	
      you have no intention to distribute either directly or
      indirectly any of the Purchased Securities in the United States, except in
      compliance with the 1933 Act and applicable state securities
  laws,

	 	 	 	 
	 		(vii) 	
      you understand that the Securities have not been
      registered under the 1933 Act or the securities laws of any state of the
      United States, the Securities may not be offered or sold, directly or
      indirectly, in the United States except pursuant to registration under the
      1933 Act and the securities laws of all applicable states or available
      exemptions therefrom, and the Corporation has no obligation or present
      intention of filing a registration statement under the 1933 Act in respect
      of any of the Securities,

	 	 	 	 
	 		(viii) 	
      you have not purchased the Purchased Securities as a
      result of any form of directed selling efforts (as such term is used in
      Regulation S) or general solicitation or general advertising (as such
      terms are used under Rule 502(c) of Regulation D), and the sale of the
      Purchased Securities was not accompanied by any advertisement, article,
      notice or other communication published in any newspaper, magazine or
      similar media or broadcast over radio, television or telecommunications,
      including electronic display and the Internet or any seminar or meeting
      whose attendees have been invited by general solicitation or general
      advertising, and

	 	 	 	 
	 		(ix) 	
      the Warrants may not be exercised by or on behalf of a
      U.S. Person or a Person in the United States unless an exemption is
      available from the registration requirements of the 1933 Act and the
      securities laws of all applicable states, and the holder has furnished an
      opinion of counsel satisfactory to the Corporation to such
  effect;

	 	 	 	 
	 	(g) 	
      if you are resident outside of Canada and the United
      States, you:

	 	 	 	 
	 		(i) 	
      are knowledgeable of, or have been independently advised
      as to the applicable securities laws of the securities regulatory
      authorities (the “Authorities”) having application in the
      jurisdiction in which you are resident (the “International
      Jurisdiction”) which would apply to the acquisition of the Purchased
      Securities, if any,







- 7 - 

	 	(ii) 	
      are purchasing the Purchased Securities pursuant to
      exemptions from the prospectus and registration requirements under the
      applicable securities laws of the Authorities in the International
      Jurisdiction or, if such is not applicable, you are permitted to purchase
      the Purchased Securities under the applicable securities laws of the
      Authorities in the International Jurisdiction without the need to rely on
      any exemption,

	 	 	 	 
	 	(iii) 	
      confirm that, to your knowledge, the purchase of the
      Purchased Securities does not contravene any applicable securities laws of
      the Authorities in the International Jurisdiction and does not require the
      Corporation to make any filings or seek any approvals of any nature
      whatsoever from any Authority of any kind whatsoever in the International
      Jurisdiction in connection with the issue and sale or resale of the
      Purchased Securities, and

	 	 	 	 
	 	(iv) 	
      confirm that, to your knowledge, the purchase of the
      Purchased Securities by you does not trigger:

	 	 	 	 
	 		(A) 	
      an obligation by the Corporation or any other Person to
      prepare and file a registration statement, prospectus or similar document,
      or any other report with respect to such purchase in the International
      Jurisdiction, or

	 	 	 	 
	 		(B) 	
      continuous disclosure reporting obligations of the
      Corporation in the International Jurisdiction, and



you will, if requested by the
Corporation, comply with such other requirements as the Corporation may
reasonably require; 

	 	(h) 	
      you acknowledge that no agency, stock exchange or
      governmental agency, securities commission or similar regulatory authority
      or other entity has reviewed or passed on or made any finding or
      determination as to the merits of or made any recommendation or
      endorsement with respect to the Securities;

	 	 	 	 
	 	(i) 	
      you acknowledge that:

	 	 	 	 
	 		(i) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Securities,

	 	 	 	 
	 		(ii) 	
      there is no government or other insurance covering the
      Securities,

	 	 	 	 
	 		(iii) 	
      there are risks associated with the purchase of the
      Purchased Securities and you are aware of the risks and other
      characteristics of the Purchased Securities,

	 	 	 	 
	 		(iv) 	
      there are restrictions on your ability to resell the
      Securities and it is your responsibility to find out what those
      restrictions are and to comply with them before selling the Securities,
      and

	 	 	 	 
	 		(v) 	
      the Corporation has advised you that it is relying on an
      exemption from the requirements to provide you with a prospectus and to
      sell securities through a Person registered to sell securities under the
      Securities Act (British Columbia) and, as a consequence of
      acquiring securities pursuant to this exemption, certain protections,
      rights and remedies provided by the Securities Act (British
      Columbia), including statutory rights of rescission or damages, will not
      be available to you;

	 	 	 	 
	 	(j) 	
      you acknowledge and consent to the fact that the
      Corporation is collecting Personal Information of the Subscriber and
      Disclosed Purchaser, if any, for the purpose of completing this Agreement;
      you acknowledge and consent to the Corporation retaining such Personal
      Information for as long as permitted or required by law or business
      practices; you agree and acknowledge that the Corporation may use and
      disclose such Personal Information: (i) for internal use with respect to
      managing the relationships between and contractual obligations of the
      Corporation and the Subscriber and Disclosed Purchaser, if any; (ii) for
      use and disclosure for income tax-related purposes, including, without
      limitation, where required by law, disclosure to the Canada Revenue
      Agency; (iii) disclosure to professional advisers of the Corporation; (iv)
      disclosure to securities regulatory authorities and other regulatory
      bodies with jurisdiction with respect to reports of trade or similar
      regulatory filings; (v) disclosure to a governmental or other authority to
      which the disclosure is required by court order or subpoena compelling
      such disclosure and where there is no reasonable alternative to such
      disclosure; (vi) disclosure to any Person where such disclosure is
      necessary for legitimate business reasons and is made with your prior written consent;
      (vii) disclosure to a court determining the rights of the parties under
      this Agreement; and (viii) for use and disclosure as otherwise required or
      permitted by law; in addition, you further acknowledge and consent to the
      fact that the Corporation may be required to provide any one or more of
      the Canadian securities regulators, stock exchanges, the Investment
      Industry Regulatory Organization of Canada, other regulatory agencies or
      the Corporation’s registrar and transfer agent with any Personal
      Information provided by the Subscriber and Disclosed Purchaser, if any, in
      this Agreement, and may make any other filings of Personal Information as
      the Corporation’s counsel deems appropriate, and you acknowledge receipt
      of notification of the disclosure of Personal Information by the
      Corporation to the Stock Exchanges and the Subscriber and Disclosed
      Purchaser, if any, hereby consent to and authorize the foregoing use and
      disclosure of such Personal Information and agree to provide, on request,
      all particulars required by the Corporation in order to comply with the
      foregoing;







- 8 - 

	 	(k) 	
      you further acknowledge and expressly consent
  to:

	 	 	 	 
	 		(i) 	
      the disclosure of Personal Information by the Corporation
      to the Stock Exchanges and other applicable regulatory authorities, as
      required, and

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

	 	 	 	 
	 	(l) 	
      if you are a resident of Ontario you authorize the
      indirect collection of Personal Information by the Ontario Securities
      Commission and confirm that you have been notified by the
    Corporation:

	 	 	 	 
	 		(i) 	
      that the Corporation will be delivering the Personal
      Information to the Ontario Securities Commission,

	 	 	 	 
	 		(ii) 	
      that such Personal Information is being collected
      indirectly by the Ontario Securities Commission under the authority
      granted to it in applicable Securities Laws,

	 	 	 	 
	 		(iii) 	
      that such Personal Information is being collected for the
      purpose of the administration and enforcement of applicable Securities
      Laws, and

	 	 	 	 
	 		(iv) 	
      that the title, business address and business telephone
      number of the public official in the Province of Ontario, who can answer
      questions about the Ontario Securities Commission’s indirect collection of
      the Personal Information is as follows:



Administrative Support Clerk

Ontario Securities Commission 
Suite 1903, Box 55, 20 Queen Street West

Toronto, Ontario M5H 3S8 

  Telephone: (416) 593-3684 

	 	(m) 	
      the funds representing the aggregate Purchase Price in
      respect of the Purchased Securities which will be advanced by the
      Subscriber to the Corporation hereunder will not represent proceeds of
      crime for the purpose of the Proceeds of Crime (Money Laundering) and
      Terrorist Financing Act (Canada) (the “PCMLTF Act”) and you
      acknowledge that the Corporation may in the future be required by law to
      disclose the Subscriber’s or Disclosed Purchaser’s name and other
      information relating to this Agreement and the Subscriber’s subscription
      hereunder, on a confidential basis, pursuant to the PCMLTF Act; to the
      best of your knowledge, none of the subscription funds to be provided
      hereunder (i) have been or will be obtained or derived, directly or
      indirectly, from or related to any activity that is deemed illegal under
      the laws of Canada or the United States or any other jurisdiction, or (ii)
      are being tendered on behalf of a Person or entity who has not been
      identified to you; you shall promptly notify the Corporation if you
      discover that any such representation ceases to be true, and shall provide
      the Corporation with appropriate information in connection
    therewith;

	 	 	 
	 	(n) 	
      you have been advised to consult your own legal advisors
      with respect to the applicable hold periods imposed in respect of the
      Securities by the applicable Securities Laws and confirm that no
      representation by the Corporation has been made respecting the hold
      periods applicable to the Securities and you are solely responsible (and
      the Corporation is not responsible) for compliance with the applicable
      resale restrictions;







- 9 - 

	 	(o) 	
      no Person has made to you any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any Person will resell or repurchase any of the
      Securities,

	 	 	 	 
	 		(ii) 	
      that any Person will refund the Purchase Price,

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Securities,
      or

	 	 	 	 
	 		(iv) 	
      that any of the Securities will be listed and posted for
      trading on a stock exchange or that application has been made to list and
      post any of the Securities for trading on a stock exchange;

	 	 	 	 
	 	(p) 	
      you acknowledge that you have not received an offering
      memorandum, prospectus or other disclosure document in respect of the
      Purchased Securities or the Corporation describing the business and
      affairs of the Corporation in order to assist you in making an investment
      decision in respect of the Purchased Securities, that you have had access
      to the Corporation’s public filings on the Internet at www.sedar.com and that you have not become aware
      of any advertisement in printed media of general and regular paid
      circulation, radio or television with respect to the distribution of the
      Purchased Securities;

	 	 	 	 
	 	(q) 	
      you have no knowledge of a “material fact” or “material
      change” (as those terms are defined in the Securities Laws) in the affairs
      of the Corporation that has not been generally disclosed to the
    public;

	 	 	 	 
	 	(r) 	
      your decision to purchase the Purchased Securities has
      not been made as a result of any verbal or written representation as to
      fact or otherwise made by or on behalf of the Corporation or any other
      Person and is based entirely upon the representations, warranties and
      covenants of the Corporation provided to the Subscriber in this Agreement
      and on currently available public information concerning the
      Corporation;

	 	 	 	 
	 	(s) 	
      this subscription is irrevocable subject to the
      Subscriber’s right to withdraw and to terminate the obligations as set out
      in this Agreement and requires acceptance by the Corporation and
      acceptance of the Stock Exchanges;

	 	 	 	 
	 	(t) 	
      the acceptance of this subscription will be conditional
      upon the sale of the Purchased Securities to you being exempt from the
      prospectus and registration requirements under applicable Securities
      Laws;

	 	 	 	 
	 	(u) 	
      if you are:

	 	 	 	 
	 		(i) 	
      a corporation, you are duly incorporated and are validly
      subsisting under the laws of your jurisdiction of incorporation and have
      all requisite legal and corporate power and authority to execute and
      deliver this Agreement, to subscribe for the Purchased Securities as
      contemplated herein and to carry out and perform your covenants and
      obligations under the terms of this Agreement and the entering into of
      this Agreement and the transactions contemplated hereby will not result in
      the violation of any of the terms and provisions of any law applicable to,
      or the constating documents of, you or any agreement, written or oral, to
      which you may be a party or by which you are or may be bound,

	 	 	 	 
	 		(ii) 	
      a partnership, syndicate or other form of unincorporated
      organization, you have the necessary legal capacity and authority to
      execute and deliver this Agreement and to observe and perform your
      covenants and obligations hereunder and have obtained all necessary
      approvals in respect thereof, or

	 	 	 	 
	 		(iii) 	
      an individual, you are of full age of majority and have
      the legal capacity and competence to enter into and to execute this
      Agreement and to observe and perform your covenants and obligations
      hereunder;

	 	 	 	 
	 	(v) 	
      this Agreement has been duly executed and delivered by
      you and constitutes a legal, valid and binding obligation of you
      enforceable against you in accordance with the terms hereof;

	 	 	 	 
	 	(w) 	
      if required by applicable Securities Laws, policy or
      order or by any Commission, stock exchange or other Regulatory Authority,
      you will execute, deliver, file and otherwise assist the Corporation in
      filing, such reports, undertakings and other documents with respect to the
      issue of the Purchased Securities as may be
required;







- 10 - 

	 	(x) 	
      the Purchased Securities are highly speculative in nature
      and you have such sophistication and experience in business and financial
      matters as to be capable of evaluating the merits and risks of this
      investment and you are able to bear the economic risk of loss of this
      investment;

	 	 	 
	 	(y) 	
      this subscription is not enforceable by you unless it has
      been accepted by the Corporation and you waive any requirement on the
      Corporation’s behalf to immediately communicate its acceptance of this
      subscription to you;

	 	 	 
	 	(z) 	
      in connection with your subscription, you have not relied
      upon the Corporation for investment, legal, tax advice or other
      professional advice, and have in all cases sought or elected not to seek
      the advice of your own personal investment advisers, legal counsel and tax
      advisers and you are able, without impairing your financial condition, to
      bear the economic risk of, and withstand a complete loss of, the
      investment and you can otherwise be reasonably assumed to have the
      capacity to protect your own interest in connection with your investment
      and you acknowledge that legal counsel retained by the Corporation is
      acting as counsel to the Corporation and not as counsel to you and you may
      not rely upon such counsel in any respect;

	 	 	 
	 	(aa) 	
      all costs and expenses incurred by you (including any
      fees and disbursements of any special counsel or other advisors retained
      by you) relating to the purchase of the Purchased Securities shall be
      borne by you;

	 	 	 
	 	(bb) 	
      you are not a “control person” of the Corporation as
      defined in the Securities Act (British Columbia) and will not
      become a “control person” by virtue of the purchase of any of the
      Purchased Securities and do not intend to act in concert with any other
      Person to form a control group of the Corporation;

	 	 	 
	 	(cc) 	
      this Agreement has been duly executed and delivered and,
      when accepted by the Corporation, will constitute your legal, valid and
      binding obligation enforceable against you in accordance with the terms
      hereof and, if you are acting on behalf of a Disclosed Purchaser, will
      constitute a legal, valid and binding obligation against such Disclosed
      Purchaser in accordance with the terms hereof;

	 	 	 
	 	(dd) 	
      the Subscriber acknowledges, represents, warrants,
      covenants and certifies to and with the Corporation that, if the
      Subscriber is a trust governed by a registered retirement savings plan,
      registered retirement income fund, deferred profit sharing plan, tax-free
      savings account, registered disability savings plan or registered
      education savings plan as defined in the Income Tax Act (Canada) (a
      “Plan”), then (a) each Person who is an annuitant, a beneficiary, an
      employer or a subscriber under such Plan deals at arm’s length with the
      Corporation at all relevant times, and (b) the specific provisions of the
      Plan permit the investment in the Purchased Securities; and

	 	 	 
	 	(ee) 	
      the above representations, warranties, covenants and
      acknowledgements in this section will be true and correct both as of the
      execution of this subscription and as of the Closing
  Date.



The Subscriber and, if applicable, the Disclosed Purchaser
through the Subscriber acting as its agent, acknowledges and agrees that the
foregoing representations, warranties and covenants are made by the Subscriber
and, if applicable, the Disclosed Purchaser through the Subscriber acting as its
agent, with the intent that they may be relied upon in determining its
eligibility as a purchaser of the Offered Securities under relevant Securities
Laws and the Subscriber and, if applicable, the Disclosed Purchaser through the
Subscriber acting as its agent, hereby agrees to indemnify and hold harmless the
Corporation and its representatives, directors, officers, employees, legal
counsel and agents from and against all losses, liability, claims, costs,
expenses and damages (including, but not limited to, any and all fees, costs and
expenses whatsoever reasonably incurred in investigating, preparing or defending
against any claim, lawsuit, administrative proceeding or investigation whether
commenced or threatened) from reliance thereon in the event that any of such
representations or warranties are untrue in any material respect. The Subscriber
and, if applicable, the Disclosed Purchaser through the Subscriber acting as its
agent, further agrees that by accepting the Purchased Securities, the Subscriber
and, if applicable, the Disclosed Purchaser through the Subscriber acting as its
agent, shall be representing and warranting that the foregoing representations
and warranties contained herein or in any document furnished by the Subscriber
or, if applicable, the Disclosed Purchaser through the Subscriber acting as its
agent, to the Corporation are true as at the Closing, with the same force and
effect as if they had been made by the Subscriber as at the Closing and shall
continue in full force and effect notwithstanding any subsequent disposition by
the Subscriber or the Disclosed Purchaser (if applicable) of the Purchased
Securities. The Subscriber or, if applicable, the Disclosed Purchaser through
the Subscriber acting as its agent, undertakes to notify the Corporation
immediately of any changes in any representation, warranty or other information
relating to the Subscriber or the Disclosed Purchaser (if applicable) set forth
herein which takes place prior to the Closing Date. 




- 11 - 

6.          Legends

The Subscriber and, if applicable, the Disclosed Purchaser
through the Subscriber acting as its agent, acknowledges that the certificates
representing the Shares, the Warrants and, if applicable, the certificates
representing the Warrant Shares will bear the following legends: 


  “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE
    HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE •, 2012.”
    [the date which is four months and one day after the Closing Date will
    be inserted] 

  “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.”



provided that subsequent to the date which is four months after
the Closing Date the certificates representing the Shares or Warrants or, if
applicable, the certificates representing the Warrant Shares, may be exchanged
for certificates bearing no such legends. 

The Subscriber and, if applicable, the Disclosed Purchaser
through the Subscriber acting as its agent, also acknowledges that it has been
advised to consult its own independent legal advisor with respect to the
applicable resale restrictions; that it is solely responsible for complying with
such restrictions; that the Corporation is not responsible for ensuring
compliance by the Subscriber or, if applicable, the Disclosed Purchaser, of the
applicable resale restrictions; and that additional restrictions are applicable
to resales of, and additional restrictive legends will be placed upon,
Securities acquired by Subscribers that are in the United States, U.S. Persons
or acquiring the Securities for the account or benefit of Persons in the United
States or U.S. Persons, as described in Schedule C. 

7.          Representations and Warranties of the Corporation

The Corporation represents, warrants and covenants that, as of
the date given above and unless specifically given as at a particular date, at
the Closing: 

	 	(a) 	
      the Corporation is a valid and subsisting company and in
      good standing under the laws of the Province of British
Columbia;

	 	 	 
	 	(b) 	
      the Corporation is duly registered and licensed to carry
      on business in each jurisdiction in which it carries on business or owns
      property where required under the laws of that jurisdiction;

	 	 	 
	 	(c) 	
      all financial statements, information circulars, press
      releases, material change reports and other documents filed by or on
      behalf of the Corporation within the past 12 months with the Stock
      Exchanges and any of the Commissions (the “Disclosure Record”) were
      true and correct in all material respects and did not contain any
      misrepresentation (as defined in the Securities Act (British
      Columbia)) as at the respective dates of such filings;

	 	 	 
	 	(d) 	
      except as qualified by the disclosure in the Disclosure
      Record, the Corporation is the beneficial owner of the business and assets
      or the interests in the properties, business or assets referred to in the
      Disclosure Record;

	 	 	 
	 	(e) 	
      the financial statements of the Corporation contained in
      the Disclosure Record, filed with any of the Commissions have all been
      prepared in accordance with Canadian generally accepted accounting
      principles, accurately reflect the financial position and all known
      material liabilities (accrued, absolute, contingent or otherwise) of the
      Corporation in all material respects as of the date thereof, and no
      adverse material changes in the financial position of the Corporation have
      taken place since the date thereof other than has been subsequently
      disclosed in the Disclosure Record;

	 	 	 
	 	(f) 	
      the Corporation has complied and will comply fully with
      the requirements of all applicable corporate and securities laws and
      administrative policies and directions, including, without limitation, the
      Securities Laws and the Business Corporations Act (British
      Columbia) in relation to the issue and trading of its securities and in
      all matters relating to the private placement of the Offered
      Securities;







- 12 - 

	 	(g) 	
      there is not presently any material change, as defined in
      the Securities Laws, relating to the Corporation or change in any material
      fact, as defined in the Securities Laws, relating to any of the Purchased
      Securities, which has not been fully disclosed in accordance with the
      requirements of the Securities Laws and the policies of the Stock
      Exchanges;

	 	 	 
	 	(h) 	
      the issue and sale of the Offered Securities by the
      Corporation does not and will not conflict with, and does not and will not
      result in a material breach of, any of the terms of the Corporation’s
      constating documents or any agreement or instrument to which the
      Corporation is a party or by which it is bound;

	 	 	 
	 	(i) 	
      the Corporation is not a party to any actions, suits or
      proceedings which could materially affect its business or financial
      condition, and to the best of the Corporation’s knowledge, no such
      actions, suits or proceedings are contemplated or have been
    threatened;

	 	 	 
	 	(j) 	
      there are no judgments against the Corporation which are
      unsatisfied, nor is the Corporation subject to any consent decrees or
      injunctions;

	 	 	 
	 	(k) 	
      this Agreement has been or will be at the Closing Date
      duly authorized by all necessary corporate action on the part of the
      Corporation, and the Corporation has full corporate power and authority to
      undertake the Offering;

	 	 	 
	 	(l) 	
      to the Corporation’s knowledge, it is not in material
      default of any of the requirements of the Securities Laws or any of the
      administrative policies or notices of the Stock Exchanges;

	 	 	 
	 	(m) 	
      to the Corporation’s knowledge, no order ceasing or
      suspending trading in securities of the Corporation nor prohibiting the
      sale of such securities has been issued to and is outstanding against the
      Corporation or its directors, officers or promoters; and

	 	 	 
	 	(n) 	
      except for as provided in the Disclosure Record, no
      person has any right, agreement or option, present or future, contingent
      or absolute, or any right capable of becoming such a right, agreement or
      option, for the issue or allotment of any unissued shares in the capital
      of the Corporation, or any other security convertible into or exchangeable
      for any such shares, or to require the Corporation to purchase, redeem or
      otherwise acquire any of the issued and outstanding shares in its
      capital.




	8. 	
      Finder’s Fee

	 	 	 
		
      The Subscriber and, if applicable, the Disclosed
      Purchaser through the Subscriber acting as its agent, understands and
      acknowledges that upon Closing of the Offering, the Corporation may pay a
      finder’s fee to certain third parties payable in cash or through the
      issuance of securities of the Corporation or a combination thereof, in
      connection with proceeds received by the Corporation from the sale of
      Units to Subscribers, other than any insiders, introduced to the
      Corporation by such third party. All payments and issuances of securities
      to any third party are subject to acceptance by the Stock Exchanges, as
      applicable.

	 	 	 
	9. 	
      General

	 	 	 
		(a) 	
      Headings: The division of this Agreement into
      articles and sections and the insertion of headings are for convenience of
      reference only and shall not affect the construction or interpretation of
      this Agreement. The terms “this Agreement,” “hereof,” “hereunder”,
      “herein” and similar expressions refer to this Agreement and not to any
      particular article, section or other portion hereof and include any
      agreement supplemental thereto and any exhibits attached hereto. Unless
      something in the subject matter or context is inconsistent therewith,
      reference herein to articles, sections and paragraphs are to articles,
      sections, subsections and paragraphs of this Agreement.

	 	 	 
		(b) 	
      Number and Gender: Words importing the singular
      number only shall include the plural and vice versa, words importing the
      masculine gender shall include the feminine gender and neuter and vice
      versa.

	 	 	 
		(c) 	
      Severability: If one or more of the provisions
      contained in this Agreement shall be invalid, illegal or unenforceable in
      any respect under any applicable law, the validity, legality or
      enforceability of the remaining provisions hereof shall not be affected or
      impaired thereby. Each of the provisions of this Agreement is hereby
      declared to be separate and distinct.







- 13 - 

	 	(d) 	
      Notices: All notices or other communications to be
      given hereunder shall be delivered by hand or by facsimile, and if
      delivered by hand, shall be deemed to have been given on the date of
      delivery or, if sent by facsimile, on the date of transmission if sent
      before 5:00 p.m. and such day is a Business Day or, if not, on the first
      Business Day following the date of transmission.

	 	 	 
	 		
      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 

	 		
      Notices to the Subscriber shall be addressed to the
      address of the Subscriber set out on the execution page hereof.

	 	 	 
	 		
      Either the Corporation or the Subscriber may change its
      address for service aforesaid by notice in writing to the other party
      hereto specifying its new address for service hereunder.

	 	 	 
	 	(e) 	
      Further Assurances: Each party hereto shall from
      time to time at the request of the other party hereto do such further acts
      and execute and deliver such further instruments, deeds and documents as
      shall be reasonably required in order to fully perform and carry out the
      provisions of this Agreement. The parties hereto agree to act honestly and
      in good faith in the performance of their respective obligations
      hereunder.

	 	 	 
	 	(f) 	
      Successors and Assigns: Except as otherwise
      provided, this Agreement shall enure to the benefit of and shall be
      binding upon the parties hereto and their respective successors and
      permitted assigns.

	 	 	 
	 	(g) 	
      Assignment: This Agreement is not assignable or
      transferable by the parties hereto without the express written consent of
      the other party to this Agreement.

	 	 	 
	 	(h) 	
      Notification of Changes: The parties hereby
      covenant and agree to notify the other party upon the occurrence of any
      event prior to the Closing which would cause any party’s representations,
      warranties or covenants contained in this Agreement to be false or
      incorrect in any material respect.

	 	 	 
	 	(i) 	
      Entire Agreement: The terms of this Agreement
      express and constitute the entire agreement between the parties hereto
      with respect to the subject matter hereof and no implied term or liability
      of any kind is created or shall arise by reason of anything in this
      Agreement.

	 	 	 
	 	(j) 	
      Time of Essence: Time is of the essence of this
      Agreement.

	 	 	 
	 	(k) 	
      Amendments: The provisions of this Agreement may
      only be amended with the written consent of all of the parties
    hereto.

	 	 	 
	 	(l) 	
      Survival: Notwithstanding any other provision of
      this Agreement, the representations, warranties, covenants and indemnities
      of or by the Corporation, the Subscriber and the Disclosed Purchaser
      contained herein or in any certificate, document or instrument delivered
      pursuant hereto shall survive the completion of the transactions
      contemplated by this Agreement.

	 	 	 
	 	(m) 	
      Governing Law and Venue: The contract arising out
      of this Agreement shall be governed by and construed in accordance with
      the laws of the Province of British Columbia and the laws of Canada
      applicable therein, governing contracts made and to be performed wholly
      therein, and without reference to its principles governing the choice or
      conflict of laws. The parties hereto 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 Agreement.

	 	 	 
	 	(n) 	
      Counterparts and Delivery: This Agreement may be
      executed in two or more counterparts which when taken together shall
      constitute one and the same agreement. Delivery of counterparts may be
      effected by facsimile or other electronic transmission
  thereof.







- 14 - 

	 	(o) 	
      Facsimile or Electronic Copies: The Corporation
      shall be entitled to rely on a facsimile or other form of electronic copy
      of an executed Agreement and acceptance by the Corporation of such
      facsimile or electronic copy of the Agreement shall be legally effective
      to create a valid and binding agreement between the Subscriber and the
      Corporation in accordance with the terms thereof. If less than a complete
      copy of this Agreement is delivered to the Corporation at Closing, the
      Corporation and its advisors are entitled to assume that the Subscriber
      accepts and agrees to all of the terms and conditions of the pages not
      delivered at Closing unaltered.

	 	 	 
	 	(p) 	
      Regulatory Approval/Acceptance: Without
      limitation, this Agreement and the transactions contemplated hereby are
      conditional upon receipt by the Corporation of the conditional acceptance
      from the TSX and approval from the Amex to the Offering.

	 	 	 
	 	(q) 	
      Language: The Subscriber acknowledges that the
      Subscriber has consented to and requested that all documents evidencing or
      relating in any way to the issuance of the securities be drawn up in the
      English language only. Le soussigne reconnait par les presentes avoir
      consenti et exige que tous les documents faisant foi ou se rapportant de
      quelque maniere a la vente des titres offerts soient rediges en anglais
      seulement.



If the foregoing is in accordance with your understanding,
please sign and return this Agreement together with the other required documents
signifying your agreement to purchase the Purchased Securities. 




SCHEDULE A 

ACCREDITED INVESTOR CERTIFICATE 

TO:         CARDERO
RESOURCE CORP. 

Capitalized terms used in this Schedule A and defined in the
Agreement to which this Schedule A is attached have the meaning defined in the
Agreement unless otherwise defined herein. 

The undersigned or, if applicable, the Disclosed Purchaser
through the undersigned acting as its agent, hereby represents, warrants and
certifies to the Corporation that the undersigned , or if applicable the
Disclosed Purchaser, is an “Accredited Investor” as defined in subsection 1.1 of
National Instrument 45-106. The undersigned has indicated below the categories
which the undersigned, or if applicable, the Disclosed Purchaser, satisfies in
order to qualify as an “Accredited Investor”. 

The undersigned or, if applicable, the Disclosed Purchaser
through the undersigned acting as its agent, understands that the Corporation
and its counsel are relying upon this information in determining to sell
securities to the undersigned or, if applicable, the Disclosed Purchaser, in a
manner exempt from the prospectus and registration requirements of applicable
securities laws. 

The undersigned or, if applicable, the Disclosed Purchaser
through the undersigned acting as its agent, represents, warrants and certifies
that it, he or she is: [initial or place a checkmark above the line to the
left of each applicable item] 

	_____	(a) 	
      a Canadian financial institution, or a Schedule III of
      the Bank Act (Canada); 

	 	  	
       

	_____ 	(b) 	
      the Business Development Bank of Canada incorporated
      under the Business Development Bank of Canada Act (Canada);      

	 	  	
       

	_____	(c) 	
      a subsidiary of any Person referred to in paragraphs (a)
      to (b), if the Person owns all of the voting securities of the subsidiary,
      except the voting securities required by law to be owned by directors of
      that subsidiary; 

	 	  	
       

	_____	(d) 	
      a Person registered under the securities legislation of a
      jurisdiction of Canada as an adviser or dealer, other than a Person
      registered solely as a limited market dealer under one or both of the
      Securities Act (Ontario) or the Securities Act
      (Newfoundland and Labrador); 

	 	  	
       

	_____	(e) 	
      an individual registered or formerly registered under the
      securities legislation of a jurisdiction of Canada as a representative of
      a Person referred to in paragraph (d); 

	 	  	
       

	_____	(f) 	
      the Government of Canada or a jurisdiction of Canada, or
      any crown corporation, agency or wholly owned entity of the Government of
      Canada or a jurisdiction of Canada; 

	 	  	
       

	_____	(g) 	
      a municipality, public board or commission in Canada and
      a metropolitan community, school board, the Comité de gestion de la taxe
      scolaire de l’île de Montréal or an intermunicipal management board in
      Québec; 

	 	  	
       

	_____	(h) 	
      any national, federal, state, provincial, territorial or
      municipal government of or in any foreign jurisdiction, or any agency of
      that government; 

	 	  	
       

	_____	(i) 	
      a pension fund that is regulated by either the Office of
      the Superintendent of Financial Institutions (Canada) or a pension
      commission or similar regulatory authority of a jurisdiction of Canada;      







- 2 - 

	_____	(j) 	
      an individual who, either alone or with a spouse,
      beneficially owns financial assets having an aggregate realizable value
      that before taxes, but net of any related liabilities, exceeds $1,000,000;      

	 	  	
       

	_____	(k) 	
      an individual whose net income before taxes exceeded
      $200,000 in each of the two most recent calendar years or whose net income
      before taxes combined with that of a spouse exceeded $300,000 in each of
      the two most recent calendar years and who, in either case, reasonably
    expects to exceed that net income level in the current calendar year;    

	 	  	
       

	_____	(l) 	
      an individual who, either alone or with a spouse, has net
      assets of at least $5,000,000; 

	 	  	
       

	_____	(m) 	
      a Person, other than an individual or investment fund,
      that has net assets of at least $5,000,000 as shown on its most recently
      prepared financial statements; 

	 	  	
       

	_____ 	(n) 	
      an investment fund that distributes or has distributed
      its securities only to: 




	 	(i) 	
      a Person that is or was an accredited investor at the
      time of the distribution;

	 	 	 
		
      (ii) 
	
      a Person that acquires or acquired securities in the
      circumstances referred to in sections 2.10 Minimum amount
      investment; or2.19 Additional investment in investment funds of
      NI 45-106; or

	 	 	 
	 	(iii) 	
      a Person described in paragraph (i) or (ii) that acquires
      or acquired securities under section 2.18 Investment fund reinvestment
      of NI 45-106;




	_____	(o) 	
      an investment fund that distributes or has distributed
      securities under a prospectus in a jurisdiction of Canada for which the
      regulator or, in Québec, the securities regulatory authority, has issued a
      receipt; 

	 	  	
       

	_____	(p) 	
      a trust company or trust corporation registered or
      authorized to carry on business under the Trust and Loan
      Companies Act (Canada) or under comparable legislation in a
      jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a
      fully-managed account managed by the trust company or trust corporation,
      as the case may be; 

	 	  	
       

	 _____	(q) 	
      a Person acting on behalf of a fully-managed account
      managed by that Person, if that Person: 




	 	(i) 	
      is registered or authorized to carry on business as an
      adviser or the equivalent under the securities legislation of a
      jurisdiction of Canada or a foreign jurisdiction; and

	 	 	
       

	 	(ii) 	
      in Ontario, is purchasing a security that is not a
      security of an investment fund;




	_____	(r) 	
      a registered charity under the Income Tax Act
      (Canada) that, in regard to the trade, has obtained advice from an
      eligibility adviser or an adviser registered under the securities
      legislation of the jurisdiction of the registered charity to give advice
      on the securities being traded; 

	 	  	
       

	_____	(s) 	
      an entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (a) through (d)
      or paragraph (i) in form and function; 

	 	  	
       

	_____	(t) 	
      a Person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law to be owned by directors, are Persons that are accredited
      investors; 

	 	  	
       

	_____	(u) 	
      an investment fund that is advised by a Person registered
      as an adviser or a Person that is exempt from registration as an adviser;
      or 







- 3 - 

	_____	(v) 	
      a Person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as an accredited investor. 



The Subscriber has executed this certificate as of the
____________ day of ____________________________, 2011. 

 

	If a trust, partnership or other entity: 	 	If an individual: 
	 	 	 
	 	 	 
	Name of Entity 	 	Signature 
	 	 	 
	 	 	 
	Type of Entity 	 	Name of Individual 
	 	 	 
	 	 	 
	Signature of Person Signing 	 	  
	 	 	 
	 	 	 
	Title of Person Signing 	 	  


As used in this certificate, the following terms have the
following meanings: 

An issuer is an “affiliate” of another issuer if: 

	 	(a) 	
      one of them is the subsidiary of the other, or

	 	 	 
	 	(b) 	
      each of them is controlled by the same
  Person;



“Canadian financial institution” means: 

	 	(a) 	
      an association governed by the Cooperative Credit
      Associations Act (Canada) or a central cooperative credit society for
      which an order has been made under section 473(1) of that Act;
or

	 	 	 
	 	(b) 	
      a bank, loan corporation, trust company, trust
      corporation, insurance company, treasury branch, credit union, caisse
      populaire, financial services cooperative, or league that, in each case,
      is authorized by an enactment of Canada or a jurisdiction of Canada to
      carry on business in Canada or a jurisdiction of
Canada;



“control person” has the meaning ascribed to that term
in securities legislation except in Ontario, Québec and Nova Scotia where
“control person” means any Person that holds or is one of a combination of
Persons that holds: 

	 	(a) 	
      a sufficient number of any of the securities of an issuer
      so as to affect materially the control of the issuer, or

	 	 	 
	 	(b) 	
      more than 20% of the outstanding voting securities of an
      issuer except where there is evidence showing that the holding of those
      securities does not affect materially the control of the
  issuer;



“eligibility adviser” means: 

	 	(a) 	
      a Person that is registered as an investment dealer and
      authorized to give advice with respect to the type of security being
      distributed; and







- 4 - 

	 	(b) 	
      in Saskatchewan or Manitoba, also means a lawyer who is a
      practicing member in good standing with a law society of a jurisdiction of
      Canada or a public accountant who is a member in good standing of an
      institute or association of chartered accountants, certified general
      accountants or certified management accountants in a jurisdiction of
      Canada provided that the lawyer or public accountant must not:

	 	 	 	 
	 		(i) 	
      have a professional business or personal relationship
      with the issuer, or any of its directors, executive officers, founders or
      control persons, and

	 	 	 	 
	 		(ii) 	
      have acted for or been retained personally or otherwise
      as an employee, executive officer, director, associate or partner of a
      Person that has acted for or been retained by the issuer or any of its
      directors, executive officers, founders or control persons within the
      previous 12 months;



“financial assets” means cash, securities, or a contract
of insurance, a deposit or an evidence of a deposit that is not a security for
the purposes of securities legislation; 

“foreign jurisdiction” means a country other than Canada
or a political subdivision of a country other than Canada; 

“fully-managed account” means an account of a client for
which a Person makes the investment decisions if that Person has full discretion
to trade in securities for the account without requiring the client’s express
consent to a transaction; 

“investment fund” has the same meaning as in National
Instrument 81-106 Investment Fund Continuous Disclosure and means a
mutual fund or a non-redeemable investment fund; 

“jurisdiction” means a province or territory of Canada
except when used in the term foreign jurisdiction; 

“local jurisdiction” means the jurisdiction in which the
Canadian securities regulatory authority is situated; 

“non-redeemable investment fund” has the same meaning as
in National Instrument 81-106 Investment Fund Continuous Disclosure and
means an issuer: 

	 	(a) 	
      whose primary purpose is to invest money provided by its
      securityholders;

	 	 	 	 
	 	(b) 	
      that does not invest;

	 	 	 	 
	 		(i) 	
      for the purpose of exercising or seeking to exercise
      control of an issuer, other than an issuer that is a mutual fund or a
      non-redeemable investment fund; or

	 	 	 	 
	 		(ii) 	
      for the purpose of being actively involved in the
      management of any issuer in which it invests, other than an issuer that is
      a mutual fund or a non-redeemable investment fund; and

	 	 	 	 
	 	(c) 	
      that is not a mutual fund;



“Person” includes an individual, a corporation, a
partnership, trust, fund and an association, syndicate, organization or other
organized group of Persons, whether incorporated or not; and an individual or
other Person in that Person’s capacity as a trustee, executor, administrator or
personal or other legal representative; 

“regulator” means, for the local jurisdiction, the
Executive Director as defined under securities legislation of the local
jurisdiction; 




- 5 - 

“related liabilities” means: 

	 	(a) 	
      liabilities incurred or assumed for the purpose of
      financing the acquisition or ownership of financial assets; or

	 	 	 
	 	(b) 	
      liabilities that are secured by financial
  assets;



“securities legislation” means securities legislation as
such term is defined in National Instrument 14-101 Definitions; 

“spouse” means, an individual who: 

	 	(a) 	
      is married to another individual and is not living
      separate and apart within the meaning of the Divorce Act (Canada),
      from the other individual;

	 	 	 
	 	(b) 	
      is living with another individual in a marriage-like
      relationship, including a marriage-like relationship between individuals
      of the same gender; or

	 	 	 
	 	(c) 	
      in Alberta, is an individual referred to in paragraph (a)
      or (b), or is an adult interdependent partner within the meaning of the
      Adult Interdependent Relationships Act (Alberta);
  and



“subsidiary” means an issuer that is controlled directly
or indirectly by another issuer and includes a subsidiary of that subsidiary.

Calculation of purchaser’s net assets: To calculate a
purchaser’s net assets under paragraph (a) of the “Accredited Investor”
definition, subtract the purchaser’s total liabilities from the purchaser’s
total assets. The value attributed to assets should reasonably reflect their
estimated fair value. Income tax should be considered a liability if the
obligation to pay it is outstanding at the time of the trade. 




SCHEDULE B 

CANADIAN EXEMPTION CERTIFICATE 

TO:      CARDERO RESOURCE CORP.


Capitalized terms used in this Schedule B and defined in the
Agreement to which this Schedule B is attached have the meaning defined in the
Agreement unless otherwise defined herein. 

The undersigned or, if applicable, the Disclosed Purchaser
through the undersigned acting as its agent, understands that the Corporation
and its counsel are relying upon this information in determining to sell
securities to the undersigned or, if applicable, the Disclosed Purchaser, in a
manner exempt from the prospectus and registration requirements of applicable
securities laws. 

In connection with the purchase by the Subscriber of the
Purchased Securities of the Corporation, the Subscriber or, if applicable, the
Disclosed Purchaser through the Subscriber acting as its agent, hereby
represents, warrants, covenants and certifies that: 

1.        Family, Friends
and Business Associates:

The Subscriber or, if applicable, the Disclosed Purchaser
(please check the appropriate line), is a resident of any province of
Canada other than Ontario and is (please check the appropriate box): 


		[   ] 	(i) 	
      a director, executive officer or control person of the
      Corporation (as such terms are defined in NI 45-106) or of an affiliate of
      the Corporation; or 

	 	  	  	
       

		[   ] 	(ii) 	
      a spouse (as such term is defined in NI 45-106), parent,
      grandparent, brother, sister or child of [insert name], a Person referred
      to in (i) above; or 

	 	  	  	
       

		[   ] 	(iii) 	
      a parent, grandparent, brother, sister or child of
    [insert name], the spouse of a Person referred to in (i) above; or  

	 	  	  	
       

		[   ] 	(iv) 	
      a close personal friend of [insert name], a Person
      referred to in (i) above; or 

	 	  	  	
       

		[   ] 	(v) 	
      a close business associate of [insert name], a Person
      referred to in (i) above; or 

	 	  	  	
       

		[   ] 	(vi) 	
      a founder of the Corporation or a spouse, parent,
      grandparent, brother, sister, child, close personal friend or close
      business associate of a founder of the Corporation; or 

	 	  	  	
       

		[   ] 	(vii) 	
      a parent, grandparent, brother, sister or child of
      [insert name], the spouse of a founder of the Corporation; or 

	 	  	  	
       

		[   ] 	(viii) 	
      a Person of which a majority of the voting securities are
      beneficially owned by, or a majority of the directors are, Persons
      described in (i) to (vii) above; or 

	 	  	  	
       

		[   ] 	(ix) 	
      a trust or estate of which all the beneficiaries or a
      majority of the trustees or executors are Persons described in (i) to
      (vii) above. 




2.        Founder,
control person and family - Ontario:

The Subscriber or, if applicable, the Disclosed Purchaser
(please check the appropriate line), is a resident of Ontario and is
(please check the appropriate box): 




- 2 - 

	 	[   ] 	(i) 	
      a founder of the Corporation; or 

	 	 	 	 
	 	[   ] 	(ii) 	
  an affiliate of a founder of the Corporation; or  

	 	 	 	 
	 	[   ] 	(iii) 	
      a spouse, parent, brother, sister, grandparent,
      grandchild or child of an executive officer, director or founder of the
      Corporation; or 

	 	 	 	 
	 	[   ] 	(iv) 	
      [DELETED] 



The Subscriber has executed this certificate as of the
_________ day of _______________________________, 2011. 

 

	If a trust, partnership or other entity: 	 	If an individual: 
	 	 	 
	 	 	 
	Name of Entity 	 	Signature 
	 	 	 
	 	 	 
	Type of Entity 	 	Name of Individual 
	 	 	 
	 	 	 
	Signature of Person Signing 	 	  
	 	 	 
	 	 	 
	Title of Person Signing 	 	  


As used in this certificate, the following terms have the
following meaning: 

An issuer is an “affiliate” of another issuer if (a) one
of them is the subsidiary of the other, or (b) each of them is controlled by the
same Person; 

“close business associate” has the meaning ascribed
thereto in section 2.8 of Companion Policy 45-106 CP to National Instrument
45-106 and subject thereto means an individual who has sufficient prior business
dealings, with a director, executive officer, founder or control person of the
Corporation, to be in a position to assess the capabilities and trustworthiness
of such Person; 

“close personal friend” has the meaning ascribed thereto
in section 2.7 of Companion Policy 45-106 CP to National Instrument 45-106 and
subject thereto means an individual who has known a director, executive officer,
founder or control person of the Corporation well enough and for a sufficient
period to be in a position to assess the capabilities and trustworthiness of
such Person; 

“control person” has the meaning ascribed to that term
in the securities legislation except in Ontario, Québec and Nova Scotia where
“control person” means any Person that holds or is one of a combination of
Persons that holds (a) a sufficient number of any of the securities of an issuer
so as to affect materially the control of the issuer, or (b) more than 20% of
the outstanding voting securities of an issuer except where there is evidence
showing that the holding of those securities does not affect materially the
control of the issuer; 

“founder of the Corporation” means a Person who (a)
acting alone, in conjunction or in concert with one or more other Persons,
directly or indirectly, takes the initiative in founding, organizing or
substantially reorganizing the business of the Corporation; and (b) is now still
actively involved in the business of the Corporation; 




- 3 - 

“Person” includes an individual, a corporation, a
partnership, trust, fund and an association, syndicate, organization or other
organized group of Persons, whether incorporated or not, and an individual or
other Person in that Person’s capacity as a trustee, executor, administrator or
personal or other legal representative; and 

“subsidiary” means an issuer that is controlled directly
or indirectly by another issuer and includes a subsidiary of that
subsidiary.




SCHEDULE C 

U.S. ACCREDITED INVESTOR CERTIFICATE 

TO:     
CARDERO RESOURCE CORP. (the “Corporation”) 

The Subscriber and if applicable, the Disclosed Purchaser
through the Subscriber acting as its agent, understands and agrees that the
Securities have not been and will not be registered under the 1933 Act, or
applicable state securities laws, and the Units are being offered and sold by
the Corporation to the Subscriber in reliance upon the safe harbor exemption
from 1933 Act registration requirements set forth in Rule 506 of Regulation D.

Capitalized terms used in this Schedule C and defined in the
Agreement to which this Schedule C is attached have the meaning ascribed thereto
in the Agreement unless otherwise defined herein. 

The Subscriber represents, warrants and covenants (which
representations, warranties and covenants shall survive the Closing) to the
Corporation (and acknowledges that the Corporation is relying thereon) onits own behalf and on behalf of the Disclosed Purchaser, if any, on whose
behalf it is subscribing for Purchased Securities that: 

	 	(a) 	
      it is purchasing the Purchased Securities for its own
      account, or for the account of the Disclosed Purchaser named on page ii of
      the Subscription Agreement in a transaction in which the Subscriber is
      exercising sole investment discretion with respect to the purchase of the
      Purchased Securities and, in any case, the Purchased Securities are being
      purchased for investment purposes only and not with a view to resale or
      distribution or for the account or benefit of anyone other than the
      Subscriber and the Disclosed Purchaser named in the Subscription
      Agreement, if any. Neither the Subscriber nor the Disclosed Purchaser has
      any intention to distribute either directly or indirectly any of the
      Purchased Securities in the United States; provided, however, that this
      paragraph shall not restrict the Subscriber or the Disclosed Purchaser
      from selling or otherwise disposing of any of the Purchased Securities
      pursuant to registration thereof pursuant to the 1933 Act and any
      applicable state securities laws or under an exemption from such
      registration requirements;

	 	 	 
	 	(b) 	
      the Subscriber and the Disclosed Purchaser for whose
      account it is purchasing the Purchased Securities, if any, is a U.S.
      Accredited Investor that satisfies one or more of the categories of U.S.
      Accredited Investor as indicated below (the Subscriber must initial on
      the appropriate line(s) and, if there is a Disclosed Purchaser, the
      Subscriber must mark “S” beside the category applicable to the Subscriber
      and “DP” beside the category applicable to the Disclosed
      Purchaser):




		_____	Category 1. 	
      A bank, as defined in Section 3(a)(2) of the 1933 Act,
      whether acting in its individual or fiduciary capacity; or 

	 	 	  	
		_____	Category 2. 	
      A savings and loan association or other institution as
      defined in Section 3(a)(5)(A) of the 1933 Act, whether acting in its
      individual or fiduciary capacity; or 

	 	 	  	
       

		_____	Category 3. 	
      A broker or dealer registered pursuant to Section 15 of
      the United States Securities Exchange Act of 1934, as amended; or      

	 	 	  	
       

	 	_____	Category 4. 	
      An insurance company as defined in Section 2(a)(13) of
      the 1933 Act; or 

	 	 	  	
       

		_____	Category 5. 	
      An investment company registered under the United States
Investment Company Act of 1940; or







- 2 - 

	 	_____	Category 6. 	
      A business development company as defined in Section
      2(a)(48) of the United States Investment Company Act of 1940; or      

	 	 	  	
       

	 	_____ 	Category 7. 	
      A small business investment company licensed by the U.S.
      Small Business Administration under Section 301 (c) or (d) of the United
      States Small Business Investment Act of 1958; or 

	 	 	  	
       

	 	_____	Category 8. 	
      A plan established and maintained by a state, its
      political subdivisions or any agency or instrumentality of a state or its
      political subdivisions, for the benefit of its employees, with total
      assets in excess of U.S. $5,000,000; or 

	 	 	  	
       

	 	_____ 	Category 9. 	
      An employee benefit plan within the meaning of the United
      States Employee Retirement Income Security Act of 1974 in
      which the investment decision is made by a plan fiduciary, as defined in
      Section 3(21) of such Act, which is either a bank, savings and loan
      association, insurance company or registered investment adviser, or an
      employee benefit plan with total assets in excess of U.S. $5,000,000 or,
      if a self-directed plan, with investment decisions made solely by Persons
      who are U.S. Accredited Investors; or 

	 	 	  	
       

	 	_____	Category 10. 	
      A private business development company as defined in
      Section 202(a)(22) of the United States Investment Advisers Act of
      1940; or 

	 	 	  	
       

	 	_____	Category 11. 	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a
      Massachusetts or similar business trust, or a partnership, not formed for
      the specific purpose of acquiring the securities offered, with total
      assets in excess of U.S. $5,000,000; or 

	 	 	  	
       

	 	_____	Category 12. 	
      A trust, with total assets in excess of U.S. $5,000,000,
      not formed for the specific purpose of acquiring the securities offered,
      whose purchase is directed by a sophisticated Person as described in Rule
      506(b)(2)(ii) under the 1933 Act which, without restricting the generality
      of the foregoing, but for clarity in this Agreement, means a Person who
      has such knowledge and experience in financial and business matters that
      they are capable of evaluating the merits and risks of an investment in
      these securities; 

	 	 	  	
       

	 	_____	Category 13. 	
      Any director or executive officer of the Corporation; or      

	 	 	  	
       

	 	_____	Category 14. 	
      Any natural Person whose individual net worth (excluding
      the net value of the primary residence of the natural Person, with such
      value being net of any mortgage or other indebtedness secured by the
      natural Person’s primary residence), or joint net worth with that Person’s
    spouse, at the time of his or her purchase exceeds U.S. $1,000,000; or    

	 	 	  	
       

	 	_____	Category 15. 	
      A natural Person who had an individual income in excess
      of U.S. $200,000 in each of the two most recent years or joint income with
      that Person’s spouse in excess of U.S. $300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year; or 

	 	 	  	
       

	 	_____	Category 16. 	
      An entity in which all of the equity owners are U.S.
      Accredited Investors. 




	 	(c) 	
      it understands that upon the issuance thereof, and until
      such time as the same is no longer required under the applicable
      requirements of the 1933 Act or applicable U.S. state securities laws and
      regulations, the certificates representing the Securities, and all
      securities issued in exchange therefor or in substitution thereof, will
      bear a legend in substantially the following
form:







- 3 - 


  
    
      
        
          “THE SECURITIES REPRESENTED HEREBY [AND IF A
            WARRANT: AND THE SECURITIES ISSUABLE ON EXERCISE HEREOF] HAVE NOT
            BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES
            ACT OF 1933, AS AMENDED (THE “1933 ACT”). THESE SECURITIES
            MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO
            THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH
            REGULATION S UNDER THE 1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION
            FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY
            RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE
            STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE
            REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE LAWS, AND
            THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE CORPORATION AN
            OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE
            REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE
            MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS
            ON STOCK EXCHANGES IN CANADA. 

        

      

    

  



	 		
      provided, that if the Securities 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
      Appendix 1 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 Securities is being
      made in compliance with Rule 904 of Regulation S under the 1933 Act;
      provided further, that if any of the Securities 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;

	 	 	 
	 	(d) 	
      it understands that none of the Securities to be issued
      and delivered to the Subscriber hereunder have been or will be registered
      under the 1933 Act or under any state securities laws and, accordingly,
      the Securities are subject to restrictions on transferability and resale,
      and it agrees not to offer, sell or otherwise transfer any of the
      Securities except as permitted by paragraph (c) above and the legend
      included therein;

	 	 	 
	 	(e) 	
      it has had the opportunity to ask questions of and
      receive answers from the Corporation regarding the investment, and has
      received all the information regarding the Corporation that it has
      requested;

	 	 	 
	 	(f) 	
      it consents to the Corporation making a notation on its
      records or giving instruction to the registrar and transfer agent of the
      Corporation in order to implement the restrictions on transfer with
      respect to the Securities set forth and described herein;

	 	 	 
	 	(g) 	
      it understands and acknowledges that the Corporation has
      no obligation or present intention of filing with the United States
      Securities and Exchange Commission or with any state securities
      administrator any registration statement in respect of resales of the
      Securities in the United States;

	 	 	 
	 	(h) 	
      the office or other address of the Subscriber at which
      the Subscriber received and accepted the offer to purchase the Units is
      the address listed as the “Subscriber’s Residential or Head Office
      Address” on the first page of the Subscription Agreement;

	 	 	 
	 	(i) 	
      it understands and agrees that there may be material tax
      consequences to the Subscriber and the Disclosed Purchaser, if any, of an
      acquisition, disposition or exercise, as applicable, of the Shares,
      Warrants and Warrant Shares; the Corporation gives no opinion and makes no
      representation with respect to the tax status of the Corporation or the
      consequences to the Subscriber or the Disclosed Purchaser under United
      States, state, local or foreign tax law of the Subscriber’s acquisition
      or disposition or exercise, as applicable, of the
      Securities, including whether the Corporation will at any given time be
      deemed a “passive foreign investment company” within the meaning of
      Section 1297 of the United States Internal Revenue Code;







- 4 - 

	 	(j) 	
      it understands and acknowledges that the Corporation is
      not obligated to remain a “foreign issuer” as defined in Rule 902 under
      the 1933 Act;

	 	 	 
	 	(k) 	
      it understands that (i) the Corporation may be deemed to
      be an issuer that is, or that has been at any time previously, an issuer
      with no or nominal operations and no or nominal assets other than cash and
      cash equivalents (a “Shell Company”), (ii) if the Corporation is deemed to
      be, or to have been at any time previously, a Shell Company, Rule 144
      under the 1933 Act may not be available for resales of the Securities, and
      (iii) the Corporation is not obligated to make Rule 144 under the 1933 Act
      available for resales of the Securities;

	 	 	 
	 	(l) 	
      it understands and agrees that the financial statements
      of the Corporation have been prepared in accordance with Canadian
      generally accepted accounting principles, which differ in some respects
      from United States generally accepted accounting principles, and thus may
      not be comparable to financial statements of United States
    companies;

	 	 	 
	 	(m) 	
      it understands and agrees that the certificates
      representing the Warrants, and all certificates issued in exchange
      therefor or in substitution thereof, shall bear the following
    legend:




  
    
      
        
          “THIS WARRANT AND THE SECURITIES DELIVERABLE
            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. 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 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.”; 

        

      

    

  



	 	(n) 	
      it understands and agrees that the Warrants may not be
      exercised by or on behalf of a U.S. Person or a Person in the United
      States unless an exemption is available from the registration requirements
      of the 1933 Act and the securities laws of all applicable states, and the
      holder has furnished an opinion of counsel satisfactory to the Corporation
      to such effect; provided, however, that the Subscriber will not be
      required to furnish an opinion of counsel in connection with its exercise
      of the Warrants solely for its own account or for the account of the
      Disclosed Purchaser named on page ii of this Subscription Agreement, if
      any, at a time when it remains and such Disclosed Purchaser, if any,
      remains a U.S. Accredited Investor;

	 	 	 
	 	(o) 	
      it has not purchased the Units as a result of any form of
      general solicitation or general advertising (as such terms are used under
      Rule 502(c) of Regulation D), including any advertisements, articles,
      notices or other communications published in any newspaper, magazine or
      similar media or broadcast over radio, television or internet or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising; and

	 	 	 
	 	(p) 	
      it acknowledges that the representations, warranties and
      covenants contained in this Schedule are made by it with the intent that
      they may be relied upon by the Corporation in determining its eligibility
      and the eligibility of the Disclosed Purchaser, if any, to purchase Units.
      It agrees that by accepting Units it shall be representing and warranting
      that the representations and warranties above are true as at the Closing
      with the same force and effect as if they had been made by it at the
      Closing and that they shall survive the purchase by it of Units and shall
      continue in full force and effect notwithstanding any subsequent
      disposition by it of the Securities.







- 5 - 

The Subscriber and, if applicable, the Disclosed Purchaser
through the Subscriber acting as its agent, undertakes to notify the Corporation
immediately of any change in any representation, warranty or other information
relating to the Subscriber or, if applicable, the Disclosed Purchaser set forth
herein which takes place prior to the Closing. 

	If a Corporation, Partnership or Other Entity: 	 	If an Individual: 
	 	 	 
	 	 	 
	Name of Entity 	 	Signature 
	 	 	 
	 	 	 
	Type of Entity 	 	Print or Type Name 
	 	 	 
	 	 	 
	Signature of Person Signing 	 	  
	 	 	 
	 	 	 
	Print or Type Name and Title of Person Signing 	 	  






Appendix 1 to Schedule C 

U.S. Accredited Investor Certificate 

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 and will not be 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 or will be executed in, on or through
the facilities of the Toronto Stock Exchange 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 
	Date 	 	Authorized signatory (if Holder is not
      an 
	  	 	individual) 
	X 	 	  
	Signature of individual (if Holder is an individual)    	 	     
	  	 	Name of authorized signatory (please
      print) 
	  	 	  
	Name of Holder (please print) 	 	     
	  	 	Official capacity of authorized signatory
	  	 	(please print) 


Affirmation by Seller’s Broker-Dealer 

We have read the foregoing representations of our customer,
_____________________________ (the “Seller”), dated _______________________,
with regard to our sale, for such Seller’s account, of the _________________
shares of common shares, represented by certificate number ______________ (the
“Shares”), of the Corporation described therein, and on behalf of ourselves we
certify and affirm that (A) we have no knowledge that the transaction had been
prearranged with a buyer in the United States, (B) at the time the buy order was
or will be 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 of the United States or the transaction was or will be executed on or
through the facilities of The Toronto Stock Exchange and (C) neither we, nor any
Person acting on our behalf, engaged in any directed selling efforts in
connection with the offer and sale of such securities. Terms used herein have
the meanings given to them by Regulation S under the 1933 Act. 

______________________________________________________
Name
of Firm 

By:
___________________________________________________
        
Authorized officer 

Date: 
_________________________________________________