Exhibit 10.2 






SUBSCRIPTION AGREEMENT 
FOR 
COMMON STOCK 



        This
Subscription Agreement for Common Stock (“Agreement”) is entered into
this 5th day of December 2008 between GOLD RESOURCE CORPORATION
(“Company”), a corporation incorporated under the laws of the State of
Colorado, and HOCHSCHILD MINING HOLDINGS LIMITED (“Hochschild”), a
private limited company organized under the laws of England and Wales. The Company and
Hochschild may hereinafter be referred to as the “Parties” or individually as a
“Party”. 



RECITALS 



        WHEREAS,
the Company is a mineral exploration and development company engaged in the acquisition
and exploration, as well as development of mineral properties (the
“Properties”) in Mexico through its Mexican subsidiaries with prospects
for hosting gold, silver and base metal deposits, and through such subsidiaries holds
interests in several mineral resource properties, including but not limited to (i) El
Aguila, (ii) Las Margaritas, (iii) Solaga, and (iv) El Rey, each located in Oaxaca, Mexico
(the “Existing Properties”); and 



        WHEREAS,
Hochschild is an affiliate of Hochschild Mining plc., a leading underground precious
metals producer operating in the Americas with a primary focus on silver and gold; and 



        WHEREAS,
the Company intends to raise additional capital to be used to explore and develop the
Existing Properties and to meet its growth strategy; and 



        WHEREAS,
in connection with entering into a strategic alliance with Hochschild pursuant to the
terms of the Strategic Alliance Agreement (as defined herein), the Company will issue to
Hochschild, and Hochschild has agreed to acquire, the Purchased Shares (as defined herein)
in the capital of the Company pursuant to the terms and conditions of this Agreement; and 



        WHEREAS,
the Board of Directors of the Company (“Board of Directors”) has
authorized the Company to enter into this Agreement and the parties wish to memorialize
the terms and conditions of their agreement. 



        NOW,
THEREFORE, in consideration of the foregoing recitals, which shall be considered an
integral part of this Agreement, the mutual conditions, covenants and agreements
hereinafter set forth, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by both parties, the parties hereby agree as
follows: 



ARTICLE 1 
DEFINITIONS  



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



	 	
“Affiliate”shall
have the meaning ascribed thereto in the Securities Act;  






	 	
“Agreement”means
this subscription agreement including the Schedules attached hereto and any instrument
amending this Agreement and “hereof”, “hereto”, “hereunder” and
similar expressions mean and refer to this Agreement and not to a particular Article,
Section, Subsection or Paragraph;  


















	 	
“Audited
Financial Statements” means the comparative audited consolidated financial
statements of the Company for the years ended December 31, 2007 and December 31, 2006;  






	 	
“Authority”and
“Authorities” means any (i) multinational, federal, provincial, state,
regional, municipal, local or other government, governmental or public department,
securities commission (including the Securities Commissions), central bank, court,
tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (ii)
any subdivision, agent, commission, board, or authority of any of the foregoing, or (iii)
any quasi-governmental or private body exercising any regulatory, expropriation or taxing
authority under or for the account of any of the foregoing, and includes a stock exchange
and any other self-regulatory authority;  






	 	
“Board
of Directors” means the board of directors of the Company;  






	 	
;“Business
Day” means any day which is not a Saturday, a Sunday or a day on which banks are
generally closed for business in Denver, Colorado or London, England;  






	 	
“Claims”means
all losses, damages, expenses, Liabilities, claims and demands of whatever nature or
kind, including all reasonable legal fees and disbursements;  






	 	
“Closing”means
the completion of the issue and delivery by the Company and the acquisition by Hochschild
of the Purchased Shares pursuant to this Agreement;  






	 	
“Closing
Date” has the meaning given to it in Section 2.5;  






	 	
“Closing
Time”has the meaning given to it in Section 2.5;  






	 	
“Company”has
the meaning given to it in the preamble hereto;  






	 	
“Company
Indemnities” has the meaning given to it in Section 9.2;  






	 	
“Contracts”means
all agreements, arrangements, understandings, commitments and undertakings (whether
written, electronic or oral), to which a Person is a party or a beneficiary or pursuant
to which any of its property or assets are or may be affected;  






	 	
“Convertible
Securities” with respect to a corporation or other person, means all warrants,
rights, agreements or options, present or future, contingent or absolute, or any right or
privilege capable of becoming a right, agreement or option, for the purchase,
subscription or issuance of any shares in the capital of such corporation or other person
or any other security convertible or exchangeable for shares in the capital of such
corporation or other person, including options granted to officers, directors or
employees, whether issued pursuant to an established plan or otherwise;  






	 	
“Debt
Instrument” means any loan, bond, debenture, promissory note or other instrument
evidencing material indebtedness for borrowed money or other material liability;  






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“Environmental
Laws” means federal, state, municipal or local Laws and Permits relating to
environmental, health or safety matters;  






	 	
“HochschildIndemnitees” has
the meaning given to it in Section 9.1;  






	 	
“Laws”means
any and all applicable (i) laws, constitutions, treaties, statutes, codes, ordinances,
orders, decrees, rules, regulations and municipal by-laws, (ii) judicial, arbitral,
administrative, ministerial, departmental or regulatory judgments or orders of any
Authorities, and (iii) policies, guidelines and protocols;  






	 	
“Liabilities”means,
with respect to any Person, any liability or obligation of such Person of any kind,
character or description, whether known or unknown, absolute or contingent, accrued or
unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured,
joint or several, due or to become due;  






	 	
“Lien”means
any mortgage, easement, encroachment, adverse claim, and assignment by way of security,
security interest, servitude, pledge, charge, lien, assignment, hypothecation,
conditional sale agreement, title retention, preferential right, trust arrangement, right
of set-off, counterclaim or banker’s lien, financing statement, privilege or
priority, or other encumbrance of any kind having the effect of security, any designation
of loss payees or beneficiaries or any similar arrangement under or with respect to any
insurance policy or any preference of one creditor over another arising by operation of
law;  






	 	
“Material
Adverse Effect” means in respect of any Person, individually or together with
other adverse effects, any matter or action that has an effect that is, or would
reasonably be expected to be, material and adverse to (A) the assets, liabilities,
results of operations, capitalization or business condition (financial or otherwise) or
prospects of such Person and its subsidiaries, taken as a whole, or (B) such Person’s
ability to consummate the transactions contemplated by this Agreement;  






	 	
“Options”means
outstanding options to acquire Shares of the Company under the Stock Option Plan;  






	 	
“Parties”means
the Company and Hochschild, collectively, and “Party” means any one of
them;  






	 	
“Permits”means
all permits, consents, waivers, licenses, certificates, approvals, authorizations,
registrations, franchises, rights, privileges, quotas and exemptions, or any item with a
similar effect, issued or granted by any Authority;  






	 	
“Person”means
an individual, partnership, unincorporated association, organization, syndicate,
corporation or trust or a trustee, executor, administrator or other legal or personal
representative;  






	 	
“Purchase
Price” means US$3.00 per share or a total of US$5,010,000.  






	 	
“Purchased
Shares” means the number of Shares subscribed for by Hochschild under Section
2.1 of this Agreement;  






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“Regulatory
Approvals” means those authorizations, sanctions, rulings, consents, orders,
waivers, exemptions, licenses, Permits and other approvals (including a lapse, without
objection, of a prescribed time under a statute or regulation that states that a
transaction may be implemented if a prescribed time lapses following the giving of notice
without an objection being made) of corporate bodies or Authorities or third parties
required in connection with the consummation of the subscription for and issuance of the
Purchased Shares;  






	 	
“Securities
Act” shall have the meaning given to it in Section 2.4;  






	 	
“Securities
Commissions” means the securities regulator in each jurisdiction whose
Securities Laws are applicable to the Company;  






	 	
“Securities
Laws” means the Laws relating to securities of the Company and the regulations
and rules made and forms prescribed thereunder together with all applicable published
policy statements, blanket orders, rulings and notices adopted by the Securities
Commissions of each such jurisdiction or applicable in such jurisdictions;  






	 	
“Shares”means
common shares in the capital of the Company;  






	 	
“Strategic
Alliance Agreement” means the agreement to be entered into by the Company and
the Subscriber on the Closing Date in the form attached hereto as Exhibit “A”;  






	 	
“Tax
Returns” means any return, declaration, report, schedule, information statement
or return with respect to Taxes required to be filed with an Authority;  






	 	
“Taxes”means,
in respect of a Person, any and all taxes and related governmental charges (including
assessments, charges, duties, rates, fees, imposts, levies or other governmental charges
and interest, penalties or additions associated therewith) including U.S. federal,
provincial, municipal and local, foreign or other income, franchise, capital, real
property, personal property, tangible, withholding, payroll, employer health, social
security, transfer, sales, use, consumption, IVA, excise, anti-dumping, stamp,
countervail and value added taxes, all other taxes of any kind for which the Person may
have any liability whether disputed or not and all employment insurance premiums;  






	 	
“Warrants”means,
collectively, (i) outstanding warrants to acquire Shares in the Company, and “Warrant” means
any one of the foregoing;  






	 	
“Unaudited
Financial Statements” means the comparative unaudited interim financial
statements of the Company for the periods ended March 31, 2008 and 2007, June 30, 2008
and 2007 and September 30, 2008 and 2007.  






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1.2     Interpretation.
In this Agreement, unless the context otherwise requires, the following rules apply:  



	 	(a)  	the
use of words in the singular or plural, or with a particular gender, shall
               not limit the scope or exclude the application of any provision of this
               Agreement to such Person or Persons or circumstances as the context
otherwise                permits;  






	 	(b)  	unless
otherwise specified, time periods within, or following which any payment
               is to be made or act is to be done shall be calculated by excluding the
day on                which the period commences and including the day on which the
period ends and by                extending the period to the next Business Day, if the
last day of the period is                not a Business Day;  






	 	(c)  	reference
to legislation or to a provision of legislation includes a                modification or
re-enactment of it, a legislative provision substituted for it                and a
regulation or statutory instrument issued under it;  






	 	(d)  	all
amounts expressed herein in terms of money refer to the lawful currency of
               the United States of America and all payments made hereunder shall be made
in                such currency;  






	 	(e)  	headings
in this Agreement are for convenience only and shall not affect its
               interpretation; and  






	 	(f)  	references
to “include”, “includes” or “including”               and
the like shall be construed, in each case, as if followed by the words
               “but without limitation”.  






ARTICLE 2 
SUBSCRIPTION  



2.1     Subscription
for Shares  



         Subject
to the terms and conditions of this Agreement, Hochschild hereby subscribes for and agrees
to purchase one million six hundred and seventy thousand (1,670,000) Shares (the
“Purchased Shares”) at the Purchase Price. 



2.2     Acceptance  



         By
its execution of this Agreement, the Company hereby accepts the subscription by Hochschild
for the Purchased Shares and subject to the terms and conditions of this Agreement, agrees
to issue and sell the Purchased Shares to Hochschild on the Closing Date . 



2.3     Payment
of Purchase Price  



         On
the Closing Date and subject to the conditions set forth in Section 3.2 below, Hochschild
shall pay to the Company the Purchase Price by wire transfer in immediately available
funds as the Company shall direct in writing. 



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2.4     Restricted
Securities  



         Hochschild
hereby acknowledges and agrees that the Purchased Shares have not been and will not be
registered under the United States Securities Act of 1933, as amended (the
“Securities Act”), but will be issued pursuant to an exemption from the
registration requirements of the Securities Act. As a result, the certificate representing
the Purchased Shares shall bear a restrictive legend and transfer of the Purchased Shares
shall be restricted as hereinafter set forth. 



2.5     Closing  



         Closing
of the sale of the Purchased Shares and payment of the Purchase Price shall be completed
at the offices of the Company in Denver, Colorado at 10:00 a.m. (Denver time) (the
“Closing Date Time”) on December 11, 2008 or such other place, date or
time as the Company and Hochschild may agree (the “Closing Date”). At
that place and time, and subject to the conditions set forth in Section 3.1 below,
the Company shall deliver or cause to be delivered to Hochschild, one or more certificates
representing the Purchased Shares against payment of the Purchase Price. 



2.6     Use of
Proceeds  



         The
Company agrees to use the proceeds from the sale of the Purchased Shares to continue
exploration and development of the El Aguila project, to fund the construction of
facilities for production and for working capital. 



ARTICLE 3 
CONDITIONS TO CLOSING
DATE 



3.1     Conditions
to the Company’s Obligations to Close  



         The
obligation of the Company to complete the issuance and sale of the Purchased Shares and
tender a certificate for the Purchased Shares shall be subject to satisfaction on or
before the Closing Date of the following conditions precedent (each of which is
acknowledged to be for the exclusive benefit of the Company and may be waived in whole or
in part by the Company in its complete discretion): 



	 	(a)  	All
of the representations and warranties made by Hochschild in this Agreement
               are true and accurate as of the Closing Date;  






	 	(b)  	All
covenants to be performed by Hochschild pursuant to this Agreement have been
               performed;  






	 	(c) 	          Hochschild
has tendered the Purchase Price to the Company;  






	 	(d)  	There
shall be no Laws, injunction, order or decree which restrains or enjoins
               or otherwise prohibits the issuance and purchase of the Purchased Shares,
or any                action or proceeding pending or threatened against the Company or
against                Hochschild by any government authority or any other Person
(including a Party                hereto) to restrain or prohibit the completion of the
transactions contemplated                by this Agreement;  






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	 	(e)  	All
necessary approvals will have been obtained to permit the Purchased Shares
               to be duly issued to, and registered in the name of, Hochschild in
compliance                with all applicable Laws, including regulatory approvals; and  






	 	(f)  	The
Strategic Alliance Agreement shall have been executed and delivered by
               Hochschild.  






3.2     Conditions
to the Obligations of Hochschild to Close  



         The
obligation of Hochschild to complete the purchase of the Purchased Shares pursuant to this
Agreement shall be subject to the fulfillment of, on or before to the Closing Date, each
of the following conditions precedent (each of which is acknowledged to be for the
exclusive benefit of Hochschild and may be waived in whole or in part by the Hochschild in
its complete discretion): 



	 	
(a)
                           All of the representations
and warranties of the Company made in or pursuant to           this Agreement shall be
true and correct as at the Closing and with the same           effect as if made at and
as of the Closing;  






	 	
(b)
                           The Company shall have
performed or complied with, in all respects, all of its           obligations, covenants
and agreements under this Agreement to be performed or           complied with at or
prior to the Closing;  






	 	
(c)
                           There shall be no Laws,
injunction, order or decree which restrains or enjoins           or otherwise prohibits
the issuance and purchase of the Purchased Shares, or any           action or proceeding
pending or threatened against Hochschild or against the           Company by any
governmental authority or any other Person (including a Party           hereto) to
restrain or prohibit the completion of the transactions contemplated           by this
Agreement;  






	 	
(d)
                           Nothing has occurred which,
in Hochschild’s reasonable opinion, has or           could reasonably be expected to
have a Material Adverse Effect on the Company;  






	 	
(e)
                           Hochschild shall have
received (i) such written opinions from counsel to the           Company (who shall not
be an employee of the Company or any of its Affiliates)           dated as of the
Closing, addressed to Hochschild and in the form acceptable to           Hochschild and
its counsel, each acting reasonably, and which shall, among other           things,
include opinions as to the Company’s compliance with applicable
          requirements under the Securities Act and other United States securities laws
          and title to the Existing Properties;  






	 	
(f)
                           Hochschild will be
furnished with such certificates or other instruments of the           Company or of
officers of the Company as Hochschild or Hochschild’s counsel           may
reasonably believe necessary in order to establish that the obligations and
          covenants contained in this Agreement have been performed or complied with in
          accordance with Section 3.2 and that the representations and warranties of the
          Company herein given are true and correct at the Closing in accordance with
          Section 3.2(a);  






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(g)
                           All necessary steps and
proceedings will have been taken to permit the           Purchased Shares to be duly
issued to, and registered in the name of, Hochschild           in compliance with all
applicable Laws, including the Company having obtained           all necessary regulatory
approvals; and  






	 	
(h)
                           The Strategic Alliance
Agreement shall have been executed and delivered by the           Company.  






3.3     Waiver
of Condition  



         Hochschild,
in the case of a condition set out in Section 3.2, and the Company, in the case of a
condition set out in Section 3.1, will have the exclusive right to waive before the
Closing Date the performance or compliance of such condition in whole or in part and on
such terms as may be agreed upon without prejudice to any of its rights in the event of
non-performance of or non-compliance with any other condition in whole or in part. Any
such waiver will not constitute a waiver of any other conditions in favor of the waiving
party. Such waiving party will retain the right to complete the sale and purchase of the
Purchased Shares herein contemplated and sue the other party in respect of any breach of
the other party’s covenants or obligations or any inaccuracy or misrepresentation in
a representation or warranty of the other party which gave rise to the non-performance of
or non-compliance with the condition so waived. 



3.4     Actions
to Satisfy Closing Date Conditions.  



	 	(a)  	The
Company shall take all such actions as are within its power to control and
               shall use commercially reasonable efforts to cause other actions to be
taken                which are not within its power to control, so as to ensure
compliance with all                of the conditions set forth in Section 3.2 (except to
the extent any such                condition is waived by Hochschild pursuant to Section
3.3), including ensuring                that during the period from the date hereof to
Closing Date, there is no breach                of any of its representations and
warranties.  






	 	(b)  	Hochschild
shall take all such actions as are within its power to control and                shall
use commercially reasonable efforts to cause other actions to be taken
               which are not within its power to control, so as to ensure compliance with
all                of the conditions set forth in Section 3.1 (except to the extent any
such                condition is waived by the Company pursuant to Section 3.3),
including ensuring                that during the period from the date hereof to Closing
Date, there is no breach                of any of its representations and warranties.  






8 













ARTICLE 4 
COVENANTS 



4.1     Post-Closing
Date Covenants of the Company  



         The
Company shall comply with all securities regulatory filing requirements on a timely basis
in connection with the distribution of the Purchased Shares to Hochschild, including
filing within the periods stipulated under Securities Laws, at the Company’s expense,
all private placement forms required to be filed by the Company and paying all filing fees
required to be paid in connection therewith so that the distribution of the Purchased
Shares may lawfully occur without the necessity of filing a prospectus, registration
statement or any similar document under the Securities Laws. 



4.2     Press
Releases  



	 	(a)  	During
the period from the date hereof to Closing, no press release or other
               public announcement with respect to this Agreement or the transactions
               contemplated herein or in the Strategic Alliance Agreement will be made by
a                Party until the text of the announcement and the time and manner of its
release                have been approved by the other Party in writing, acting
reasonably.  






	 	(b)  	Notwithstanding
Section 4.2(a), if at any time up to Closing, a Party is bound                by Law to
make a press release or other public announcement, such Party may do                so,
notwithstanding the failure of the other Parties to approve same, provided:  






	 	(i)  	                   the
other Parties are given at least one (1) Business Day prior written notice           of
the intention to make such announcement and have a reasonable opportunity to
          comment on the announcement; and  






	 	(ii)  	                    the
announcement merely relates the facts and then only to the extent necessary           to
satisfy the specific legal requirement.  






ARTICLE 5 
REPRESENTATIONS AND
WARRANTIES OF 
THE COMPANY 



5.1     Representations,
Warranties and Covenants of the Company  



         The
Company hereby represents and warrants to, and covenants with, Hochschild as follows and
acknowledges that Hochschild is relying on such representations and warranties in
connection with the transaction contemplated hereby: 



          		    (a)       
               the Company and its subsidiaries have been duly incorporated and are in good
               standing under the laws of their respective jurisdictions, and are current and
               up-to-date with all filings required to be made by them in such jurisdiction,
               have all requisite corporate power and authority and are duly qualified and
               except as disclosed in Schedule 5.1(a), possess all certificates,
               authorizations, permits and licences issued by the appropriate state, municipal,
               or federal regulatory agencies or bodies necessary (and has not received or is
               aware of any modification or revocation to such licences, authorizations,
               certificates or permits) to carry on their business as now conducted and to own
               their Properties and assets and the Company and its subsidiaries have all
               requisite corporate power and authority to execute, deliver, perform and carry
               out their obligations under this Agreement. 



               



          		    (b)       
               except as disclosed in Schedule 5.1(b), since September 30, 2008,
               there has been no change to the Company (actual, or to the knowledge of the
               Company, proposed or prospective, whether financial or otherwise) that would
               cause a Material Adverse Effect to the Company, which has not been disclosed to
               the public and, in all material respects, the business of the Company has been
               carried on in the usual and ordinary course consistent with past practice, to
               the extent that such past practice is consistent with the current business
               direction of the Company. 



               



9 













          		    (c)       
               this Agreement constitutes a legal, valid and binding obligation of the Company,
               enforceable in accordance with its terms; 



               



          		    (d)       
               the execution, delivery and performance by the Company of its obligations under
               this Agreement and the issuance, sale and delivery of the Purchased Shares by
               the Company: 



               



	 	(i) 	        has
been duly authorized by all necessary action on the part of the Company;  






	 	(ii)  	                    does
not require the approval, authorization, consent or order of, and no           filing,
registration or recording with, any governmental authority having           jurisdiction
over the Company in connection with the execution and delivery or           with the
performance by the Company of this Agreement;  






	 	(iii)  	                   does
not require the consent, approval, authorization, registration or           qualification
of or with any governmental authority, stock exchange, securities           commission or
other regulatory authority or other third party; and  






	 	(iv)  	                 does
not and will not (or will not with the giving of notice, the lapse of time           or
the happening of any other event or condition) result in a violation of any           of
the terms or provisions of any law applicable to the Company, a breach or a
          violation of, or conflict with or result in a default under, or allow any other
          person to exercise any rights under, any of the terms or provisions of the
          articles, by-laws or resolutions of the Board of Directors (or any committee
          thereof) or security holders of the Company, or any judgment, decree, order or
          award of any court, governmental body or arbitrator having jurisdiction over
any           of them, or any agreement, license or permit to which any of them is a
party;  






          		    (e)       
               as of the close of business on December 4, 2008, the authorized capital of the
               Company consists of 60,000,000 shares of common stock and 5,000,000 shares of
               preferred stock, of which 34,417,556 shares of common stock are issued and
               outstanding as fully paid and non-assessable, and the Company has no other
               shares of any kind issued and outstanding; 



               



          		    (f)       
               as at the date of this Agreement there are outstanding Options to acquire an
               aggregate of up to 3,683,000 shares of Company common stock. Except for the
               Options, no person holds any Convertible Securities of the Company or any of its
               Subsidiaries or is entitled to any pre-emptive or any similar rights to
               subscribe for any Shares or other securities of the Company or any of its
               Subsidiaries; 



               



          		    (g)       
               immediately following the Closing Date, Hochschild will own the Purchased Shares
               and the Purchased Shares will collectively represent 4.63% of the then-issued
               and outstanding Shares on a non-diluted basis; 



               



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          		    (h)       
               as at the date of this Agreement, there is no Contract or any other right of
               another Person binding upon or which at any time in the future may become
               binding upon the Company or any of its Subsidiaries: (i) to allot or issue any
               unissued shares thereof to any Person; (ii) to create any additional class of
               shares of the Company or any of its Subsidiaries; (iii) to sell, transfer,
               assign, pledge, mortgage or in any way dispose of or encumber any securities of
               the Company or any of its Subsidiaries to or in favour of any Person; or (iv) to
               sell, transfer, assign, pledge, mortgage or in any other way dispose of or
               encumber any of the assets of the Company or any of its Subsidiaries other than
               in the ordinary course of business; 



               



          		    (i)       
               to the knowledge of the Company, no agreement is in force or effect which in any
               manner affects the voting or control of any of the securities of the Company or
               any of its Subsidiaries and, to the knowledge of the Company, following the
               Closing Date and except for the Strategic Alliance Agreement, there will be no
               shareholders’ agreement, voting trust agreement or other agreement (i)
               governing or otherwise affecting the voting rights associated with any
               securities of the Company; or (ii) restricting or otherwise affecting the power
               and authority of the directors of the Company; 



               



          		    (j)       
               the Company is in compliance with its obligations under all applicable
               securities laws and has filed and made timely and accurate disclosure in reports
               and all other documents required to be filed under securities laws applicable
               thereto; 



               



          		    (k)       
               neither the Company, nor any person acting on its behalf has, directly or
               indirectly, (i) made offers or sales of any security, or solicited offers
               to buy any security, under circumstances that would require the distribution of
               the Purchased Shares to be qualified by a prospectus filed in accordance with
               the Securities Laws or (ii) has engaged in any advertisement of Company
               shares in any printed media of general and regular paid circulation, radio or
               television or any other form of advertising in connection with the offer and
               sale of Company shares that would require filing of a prospectus; 



               



          		    (l)       
               the Purchased Shares to be issued have been, or prior to the Closing Time (as
               hereinafter defined in Section 2.5) will have been duly created and, when issued
               and delivered to Hochschild, the Purchased Shares will be validly issued as
               fully paid Shares and will not have been issued in violation of or subject to
               any pre-emptive rights or contractual rights to purchase securities issued by
               the Company; 



               



          		    (m)       
               no securities commission, stock exchange or comparable authority has issued any
               order preventing or suspending the distribution of the Purchased Shares or the
               trading of securities of the Company generally and the Company is not aware of
               any investigation, order, inquiry or proceeding which has been commenced or
               which is pending, contemplated or threatened by any such authority; 



               



          		    (n)       
               the common stock currently trades in the Over-the-Counter market and is quoted
               on the Bulletin Board system maintained by the Nasdaq Stock Market and no order
               ceasing or suspending trading in any securities of the Company or the trading of
               any of the Company’s issued securities is currently outstanding and no
               proceedings for such purpose are, to the knowledge of the Company, pending or
               threatened; 



               



11 














          		    (o)       
               except as otherwise publicly disclosed by the Company, the Company has carried
               out its affairs in compliance in all material respects with the terms and
               provisions of applicable Laws and is not in material violation of or in material
               default in the performance of any mortgage, note, indenture, deed of trust,
               contract, agreement (written or oral), instrument, lease, licence or other
               document to which it is a party or by which it is bound or to which its property
               or assets or any of them is subject, and no event has occurred which with notice
               or lapse of time or both would constitute such a default and all such contracts,
               agreements and arrangements are in good standing; 



               



          		    (p)       
               the Company and each of its subsidiaries has duly and in a timely manner filed
               all Tax Returns that are required to be filed by them and all such Tax Returns
               are correct or complete in all respects; and, to the knowledge of the Company
               and except as disclosed in Schedule 5.1(p), there are no audits of
               the Tax Returns of the Company or any of its Subsidiaries by any Authority
               pending and there are no outstanding claims or Liens for Taxes on the assets of
               the Company or any of its Subsidiaries; 



               



          		    (q)       
               except as disclosed in Schedule 5.1(q), there is no Contract to which the
               Company or its subsidiaries is a party or by which any of them or their
               respective properties or assets are bound that (a) if terminated, would
               reasonably be expected to have a material adverse effect on the Company; or (b)
               is a contract that contains any non-competition obligations or otherwise
               restricts in any material way the business of the Company or its subsidiaries; 



               



          		    (r)       
               the Company and each of its subsidiaries has performed in all material respects
               all respective obligations required to be performed by them to date under any
               material contracts and are not, and are not to the knowledge of the Company
               alleged to be in breach or default in any material respect thereunder; 



               



          		    (s)       
               except as disclosed in Schedule 5.1(s), neither the Company nor its
               Subsidiaries are parties to, bound by or subject to any debt instrument; or any
               agreement, contract or commitment to create, assume or issue any debt
               instrument; 



               



          		    (t)       
               the Audited Financial Statements and the Unaudited Financial Statements have
               been prepared in accordance with generally accepted accounting principles
               (“GAAP”) applied on a basis consistent with those of preceding fiscal
               periods (except that the unaudited, interim statements do not contain all of the
               footnotes that would be required by GAAP and have been prepared in accordance
               with the rules of the Unites States Securities and Exchange Commission
               pertaining to condensed interim statements) and the statements present fairly
               the assets, liabilities and financial condition of the Company as at the dates
               and for the periods indicated in such financial statements; 



               



          		    (u)       
               neither the Company nor any of its subsidiaries has been in material violation
               of any Environmental Laws or Permits and there are no orders, rulings or
               directives issued, pending or, to the knowledge of the Company, threatened
               against the Company or any of its Subsidiaries under or pursuant to any
               Environmental Laws; 



               



          		    (v)       
               the Company and its subsidiaries hold either freehold title, mining leases,
               mining claims or other conventional property, proprietary or contractual
               interests or rights, recognized in the jurisdiction in which a particular
               property is located in respect of the ore bodies and minerals located in the
               Existing Properties under valid, subsisting and enforceable title documents or
               other recognized and enforceable agreements or instruments, which are currently
               sufficient to permit the Company through its subsidiaries to explore the
               minerals relating thereto, and all such property, leases or claims and all
               property, leases or claims in which the Company or the subsidiaries have any
               interest or right have been validly located and recorded in accordance with all
               applicable laws and are valid and subsisting; 



               



12 













          		    (w)       
               the Company’s Subsidiaries have obtained surface rights, access rights and
               other rights to only portions of its holdings as follows: the El Aguila Project
               has been granted surface rights for exploration and surface rights for
               exploitation in the area of its mining sites and mill site, Las Margaritas has
               been granted surface rights for exploration on a portion of its claims, El Rey
               has been granted surface rights for exploration on a portion of its claims, and
               no surface rights have been obtained for exploration at the Sologa property; 



               



          		    (x)       
               the Company has not declared or paid, or committed to declare or pay, any amount
               to any person in respect of a performance or incentive or other bonus in
               connection with the completion of the transaction contemplated by this
               Agreement; 



               



          		    (y)       
               neither the Company nor any of its subsidiaries is subject to any claim for
               wrongful dismissal, constructive dismissal or any other claim, actual or
               threatened, or any litigation, actual or threatened, relating to its employees
               or independent contractors (including any termination of such persons) other
               than those claims or such litigation as would individually or in the aggregate
               not have a material adverse effect on the Company; 



               



          		    (z)       
               the Company and each Subsidiary has timely filed with all applicable securities
               regulatory authorities, and all applicable self-regulatory organizations true
               and complete copies of all forms, reports, schedules, statements and other
               document required to be filed by it, and all such documents complied in all
               material respects with the requirements of applicable securities laws; 



               



          		    (aa)       
               There are no actions, suits, proceedings or inquiries pending or, to the
               knowledge of the Company threatened against or affecting the Company or its
               subsidiaries or their property or assets at law or in equity or before or by any
               federal, municipal or other governmental department, court, commission, board,
               bureau, agency or instrumentality; 



               



          		    (bb)       
               there is and has been no failure on the part of the Company or any of the
               Company’s directors or officers, in their capacities as such, to comply in
               all material respects with any applicable provision of the Sarbanes-Oxley Act of
               2002 and the rules and regulations promulgated in connection therewith,
               including Section 402 related to loans and Sections 302 and 906 related to
               certifications. 



               



          		    (cc)       
               the Company acknowledges that the representations, warranties, acknowledgements
               and agreements contained herein are made by the Company with the intent that
               they may be relied upon by Hochschild in deciding to subscribe for the Purchased
               Shares. The Company further agrees that it shall represent and warrant that
               except as set forth in such representation or warranty, the foregoing
               representations and warranties will be true and correct as at the Closing with
               the same force and effect as if they had been made by the Company at the Closing
               and that they shall survive the purchase by Hochschild of the Purchased Shares.
               The Company undertakes to notify Hochschild immediately of any change in any
               representation, warranty or other information relating to the Company set forth
               herein which takes place prior to the time of the Closing. For greater
               certainty, the Company acknowledges that Hochschild is relying upon the
               representations and warranties of the Company in entering into this Agreement
               and confirms that no investigation made by Hochschild or its representatives
               will affect Hochschild’s right to rely on any such representation and
               warranty made by the Company in this Agreement. 



               



13 













ARTICLE 6 
ACKNOWLEDGEMENTS,
COVENANTS, REPRESENTATIONS 
AND WARRANTIES OF HOCHSCHILD 



6.1     Acknowledgements,
Representations, Warranties and Covenants of Hochschild  



         Hochschild
hereby represents and warrants to, and covenants with, the Company as follows and
acknowledges that the Company is relying on such representations and warranties in
connection with the transactions contemplated herein: 



          		    (a)       
               Hochschild certifies that it is resident in the jurisdiction set out on the
               signature page of this Agreement. Such address was not created and is not used
               solely for the purpose of acquiring the Shares and Hochschild was solicited to
               purchase in such jurisdiction; 



               



          		    (b)       
               Hochschild is not a U.S. Person (as defined in Rule 902(k) of Regulation S under
               the Securities Act); 



               



          		    (c)       
               Hochschild is subscribing for the Purchased Shares for its own account and not
               for the account of a U.S. Person or for resale in the United States and
               Hochschild confirms that the Purchased Shares have not been offered to
               Hochschild in the United States and that this Agreement has not been signed in
               the United States; 



               



          		    (d)       
               Hochschild acknowledges that the Purchased Shares have not been registered under
               the Securities Act and may not be offered or sold in the United States or to a
               U.S. Person unless the securities are registered under the Securities Act and
               all applicable state securities laws or an exemption from such registration
               requirements is available, and further agrees that hedging transactions
               involving such securities may not be conducted unless in compliance with the
               Securities Act; 



               



          		    (e)       
               Hochschild understands that the Company is the seller of the Purchased Shares
               and that, for purposes of Regulation S, a “distributor” is any
               underwriter, dealer or other person who participates, pursuant to a contractual
               arrangement, in the distribution of securities sold in reliance on Regulation S
               and that an “affiliate” is any partner, officer, director or any
               person directly or indirectly controlling, controlled by or under common control
               with any person in question. Except as otherwise permitted by Regulation S,
               Hochschild agrees that it will not, during a one year distribution compliance
               period, act as a distributor, either directly or through any affiliate, or sell,
               transfer, hypothecate or otherwise convey the Purchased Shares or underlying
               securities other than to a non-U.S. Person; 



               



          		    (f)       
               Hochschild acknowledges and understands that in the event the Purchased Shares
               are offered, sold or otherwise transferred by Hochschild to a non-U.S Person
               prior to the expiration of a one year distribution compliance period, the
               purchaser or transferee must agree not to resell such securities except in
               accordance with the provisions of Regulation S, pursuant to registration under
               the Securities Act, or pursuant to an available exemption from registration; and
               must further agree not to engage in hedging transactions with regard to such
               securities unless in compliance with the Securities Act; 



               



14 













          		    (g)       
               Hochschild will not offer, sell or otherwise dispose of the Purchased Shares in
               the United States or to a U.S. Person unless (A) the Company has consented to
               such offer, sale or disposition and such offer, sale or disposition is made in
               accordance with an exemption from the registration requirements under the
               Securities Act and the securities laws of all applicable states of the United
               States or (B) the SEC has declared effective a Registration Statement in respect
               of such securities; 



               



          		    (h)       
               The execution and delivery of this Agreement, the performance and compliance
               with the terms hereof, the subscription for the Purchased Shares and the
               completion of the transactions described herein by Hochschild will not result in
               any material breach of, or be in conflict with, or constitute a material default
               under, or create a state of facts that, after notice or lapse of time, or both,
               would constitute a material default under any term or provision of the
               constating documents, by-laws or resolutions of Hochschild, the securities laws
               or any other laws applicable to Hochschild, any agreement to which Hochschild is
               a party, or any judgment, decree, order, statute, rule or regulation applicable
               to Hochschild; 



               



          		    (i)       
               Hochschild is subscribing for the Purchased Shares as principal for its own
               account and not for the benefit of any other person (within the meaning of
               applicable securities laws); 



               



          		    (j)       
               This Agreement has been duly authorized, executed and delivered by, and
               constitutes a legal, valid and binding agreement of, Hochschild. This Agreement
               is enforceable in accordance with its terms against Hochschild; 



               



          		    (k)       
               Hochschild is duly incorporated and is validly subsisting under the laws of its
               jurisdiction and has all requisite legal and corporate power and authority to
               execute and deliver this Agreement, to subscribe for the Purchased Shares as
               contemplated herein and to carry out and perform its obligations under the terms
               of this Agreement; 



               



          		    (l)       
               Hochschild is not, with respect to the Company or any of its affiliates, a
               “control person” as defined under the Securities Act and the purchase
               of the Purchased Shares hereunder will not result in Hochschild becoming a
               control person; 



               



          		    (m)       
               Hochschild has been advised to consult its own legal advisors with respect to
               trading in the Purchased Shares, and with respect to the resale restrictions
               imposed by the securities laws of the jurisdiction in which Hochschild resides
               and other applicable securities laws, and acknowledges that no representation
               has been made respecting the applicable hold periods imposed by the securities
               laws or other resale restrictions applicable to such securities that restrict
               the ability of Hochschild to resell such securities, that Hochschild is solely
               responsible to find out what these restrictions are and Hochschild is solely
               responsible (and the Company is not in any way responsible) for compliance with
               applicable resale restrictions and Hochschild is aware that it may not be able
               to resell such securities except in accordance with limited exemptions under the
               securities laws and other applicable securities laws; 



               



15 














		    (n)                 No
person has made any written or oral representations:  







	 	(i) 	         that
any person will resell or repurchase the Purchased Shares;  






	 	(ii) 	         that
any person will refund the Purchase Price; or  






	 	(iii) 	         as
to the future price or value of the Purchased Shares;  






          		    (o)       
               There are risks associated with the purchase of and investment in the Purchased
               Shares and Hochschild has such knowledge and experience that it is capable of
               evaluating the merits and risks of an investment in the Purchased Shares and
               fully understands the restrictions on resale of the Purchased Shares and is
               capable of bearing the economic risk of the investment; 



               



          		    (p)       
               The funds representing the Purchase Price that will be paid by Hochschild to the
               Company hereunder, will not represent proceeds of crime for the purposes of
               United States anti-terrorist legislation and Hochschild acknowledges that the
               Company may in the future be required by law to disclose Hochschild’s name
               and other information relating to this Agreement and Hochschild’s
               subscription hereunder pursuant to such legislation. To the best of its
               knowledge (a) none of the Purchase Price to be provided by Hochschild (i) has
               been or will be derived from or related to any activity that is deemed criminal
               under the laws of the United States of America, or any other jurisdiction, or
               (ii) is being tendered on behalf of a person or entity who has not been
               identified to Hochschild, and (b) it shall promptly notify the Company if
               Hochschild discovers that any of such representations ceases to be true, and to
               provide the Company with appropriate information in connection therewith; 



               



          		    (q)       
               Hochschild acknowledges that no securities commission, agency, governmental
               authority, regulatory body, stock exchange or other regulatory body or similar
               regulatory authority has reviewed or passed on the merits of the Purchased
               Shares; 



               



          		    (r)       
               Hochschild acknowledges that the Purchased Shares shall be subject to statutory
               resale restrictions under the securities laws of the jurisdiction in which
               Hochschild resides and under other applicable securities laws, and Hochschild
               covenants that it will not resell the Shares except in compliance with such laws
               and Hochschild acknowledges that it is solely responsible (and in no way is the
               Company responsible) for such compliance; 



               



          		    (s)       
               Hochschild acknowledges that the certificates representing the Purchased Shares,
               and all certificates issued in substitution or exchange thereof, will bear a
               legend substantially in the following form: 



               



	 	
THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO GOLD RESOURCE CORPORATION (“GRC”),
(B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT, OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE
SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR
TO SUCH SALE, FURNISHED TO GRC AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION,
IN EITHER CASE REASONABLY SATISFACTORY TO GRC. HEDGING TRANSACTIONS INVOLVING
THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES
ACT. 






16 













          		    (t)       
               Hochschild acknowledges that the Company is relying on the representations,
               warranties and covenants contained herein to determine Hochschild’s
               eligibility to subscribe for the Purchased Shares under applicable securities
               laws. Hochschild undertakes to immediately notify the Company of any change in
               any statement or other information relating to Hochschild set forth in this
               Agreement which takes place prior to the Closing Time; 



               



          		    (u)       
               Hochschild acknowledges that it is responsible for obtaining such legal and tax
               advice as it considers appropriate in connection with the execution, delivery
               and performance of this Agreement and the transactions contemplated under this
               Agreement; 



               



          		    (v)       
               Hochschild has reviewed (i) the prospectus of the Company dated October 17,
               2008; (ii) the quarterly reports on Form 10-Q for the quarters ended March 31,
               June 30, and September 30, 2008; (iii) all other reports filed with the
               United States Securities and Exchange Commission by the Company since March 31,
               2008, each of which is available from the Public Reference Room of the SEC or on
               its web site at http://www.sec.gov. Hochschild’s decision to
               purchase the Purchased Shares was based solely on the representations in this
               Agreement and the filings of the Company with the SEC itemized immediately
               above, and no person or entity has made any representations or warranties
               excepts as set forth herein; 



               



          		    (w)       
               There are risks associated with the purchase of the Shares and Hochschild may
               lose its entire investment. These risks include those itemized in the
               Company’s filings with the SEC itemized above. Hochschild acknowledges
               having read these risks and understands them. 



               



          		    (x)       
               Hochschild has had the opportunity to ask questions of, and receive answers
               from, the officers and directors of the Company regarding the offering, the
               Company or any other information relevant to Hochschild’s investment; 



               



          		    (y)       
               Hochschild acknowledges the following: (i) this Agreement requires Hochschild to
               provide certain information to the Company; (ii) such information is being
               collected by the Company for the purposes of completing the offering, which
               includes, without limitation, determining Hochschild’s eligibility to
               purchase the Purchased Shares under the applicable securities laws, preparing
               and registering certificates representing Purchased Shares to be issued to
               Hochschild and completing filings required by any stock exchange or securities
               regulatory authority; (iii) Hochschild’s information may be disclosed by
               the Company to: (A) stock exchanges or securities regulatory authorities; and
               (B) the Company’s advisors, including legal counsel and may be included in
               record books in connection with the offering. By executing this Agreement,
               Hochschild is deemed to be consenting to the foregoing collection, use and
               disclosure of Hochschild’s information. Hochschild also consents to the
               filing of copies or originals of this Agreement as may be required to be filed
               with any stock exchange or securities regulatory authority in connection with
               the transactions contemplated hereby; 



               



17 













          		    (z)       
               Hochschild consents to the Company making a notation on its records and giving
               instructions to any transfer agent of the Company in order to implement the
               restrictions on transfers set forth and described herein, and Hochschild
               understands and acknowledges that the Company may instruct the registrar and
               transfer agent of the Company not to record a transfer without first being
               notified by the Company that it is satisfied that such transfer is exempt from
               or not subject to registration under the Securities Act. 



               



ARTICLE 7 
SURVIVAL OF
REPRESENTATIONS,
WARRANTIES AND COVENANTS 



7.1     Survival
of Representations, Warranties and Covenants of the Company  



          Unless
otherwise stated herein, the representations, warranties and covenants of the Company
contained in this Agreement shall survive the Closing Date for a period of two years and,
notwithstanding such Closing Date or any investigation made by or on behalf of Hochschild
with respect thereto, shall continue in full force and effect for the benefit of
Hochschild. 



7.2     Survival
of Representations, Warranties and Covenants of Hochschild  



          The
representations, warranties and covenants of Hochschild contained in this Agreement shall
survive the Closing Date for a period of two years and, notwithstanding such Closing Date
or any investigation made by or on behalf of the Company with respect thereto and
notwithstanding any subsequent disposition by Hochschild of any of the Purchased Shares,
shall continue in full force and effect. 



ARTICLE 8 
TERMINATION 



8.1     Termination.  



          This
Agreement may be terminated at any time prior to the Closing Date by: 



	 	(a)  	Hochschild
if (i) at the time of Closing, any of the conditions specified in                Section
3.2 has not been satisfied in full; (ii) there has been a material
               violation or material breach by the Company of any covenant,
representation or                warranty or other agreement contained in this Agreement
such that any condition                specified in Section 3.2 would be incapable of
being satisfied at Closing, and                such violation or breach is not waived by
Hochschild or, in the case of a                covenant breach, cured by the Company by
the earlier of ten days (or such longer                period of time as may be required
provided the Company is diligently pursuing                such cure) after written
notice thereof by Hochschild, or the Closing; and  






18 













	 	(b)  	the
Company if (i) at the time of Closing, any of the conditions specified in
               Section 3.1 has not been satisfied in full; (ii) there has been a material
               violation or material breach by Hochschild of any covenant, representation
or                warranty or other agreement contained in this Agreement such that any
condition                specified in Section 3.1 would be incapable of being satisfied
at Closing, and                such violation or breach is not waived by the Company or,
in the case of a                covenant breach, cured by Hochschild by the earlier of
ten days (or such longer                period of time as may be required provided the
Company is diligently pursuing                such cure) after written notice thereof by
the Company, or the Closing;  






	 	(c)  	by
written agreement of the Parties; or  






	 	(d)  	by
either Hochschild of the Company if the Closing Date has not occurred by
               December 15, 2008 (other than due to the fault or negligence of the Party
               purporting to exercise this termination right), which date may be extended
with                the written consent of both Parties.  






8.2     Effect
of Termination.  



          If
this Agreement is terminated pursuant to Sections 8.1, all obligations of the Parties
under or pursuant to this Agreement will terminate without further liability of any Party
to the other except for the provision of Section 10.3 relating to expenses, Section 4.2
relating to press releases and this Section 8.2, provided that nothing herein will relieve
any Party from liability for any breach of this Agreement occurring before its
termination. 



ARTICLE 9 
INDEMNIFICATION 



9.1     Indemnification
by the Company  



          The
Company will indemnify and save harmless Hochschild and the directors, officers, employees
and agents of Hochschild (collectively, the “Hochschild Indemnitees”)
from and against all Claims incurred by any one or more of Hochschild Indemnitees directly
or indirectly resulting from any breach of any covenant of the Company contained in this
Agreement or from any inaccuracy or misrepresentation in any representation or warranty
set forth in Section 5.1. 



9.2     Indemnification
by Hochschild  



          Hochschild
will indemnify collectively and save harmless the Company and the directors, officers,
employees and agents of the Company (collectively, the “Company
Indemnitees”) from and against all Claims incurred by any one or more of the
Company Indemnitees directly or indirectly resulting from any breach of any covenant of
Hochschild contained in this Agreement or from any inaccuracy or misrepresentation in any
representation or warranty set forth in Section 6.1. 



19 














ARTICLE 10 
MISCELLANEOUS 



10.1     Notice  



          All
notices or other communications required or permitted to be given by one party to another
by the terms hereof shall be given in writing by personal delivery or facsimile delivered
to such other party as follows: 




	 	
To
the Company: 






	 	
Gold Resource Corporation 
222 Milwaukee St., Suite 301 
Denver, CO 80206

Attention: William Reid, President 
Facsimile No.: (303) 320-7835 






	 	
To
Hochschild: 






	 	
Hochschild Mining Holdings Ltd. 
Calle La Colonia 180 
Surco, Lima 33, Peru

Attention: Jose A. Palma Facsimile 
No.: +511-437-5009 






or at such other address or facsimile
number as may be given by either of them to the other in writing from time to time and
such other notices or communications shall be deemed to have been received when delivered
or, if by facsimile, on the next business day after such notice or other communication has
been transmitted by facsimile (with receipt confirmed). 



10.2     Further
Assurances  



          Each
of the parties hereto upon the request of each of the other parties hereto, whether before
or after the Closing Date Time, shall do, execute, acknowledge and deliver or cause to be
done, executed, acknowledged and delivered all such further acts, deeds, documents,
assignments, transfers, conveyances, powers of attorney and assurances as may reasonably
be necessary or desirable to complete the transactions contemplated herein. 



10.3     Costs
and Expenses  



          All
costs and expenses (including, without limitation, the fees and disbursements of legal
counsel) incurred in connection with this Agreement and the transactions herein
contemplated shall be paid and borne by the party incurring such costs and expenses. 



10.4     Taxes  



        Hochschild
does not assume and will not be liable for any Taxes which may be or become payable by the
Company, including any Taxes resulting from or arising as a consequence of the issuance by
the Company of any Purchased Shares to Hochschild herein contemplated, and the Company
will indemnify and save harmless Hochschild, its Affiliates and their respective
directors, officers, employees and agents from and against all such Taxes. 



20 













10.5     Applicable
Law  



          This
Agreement shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the laws of the State of New York and the laws of the United
States applicable therein. Any and all disputes arising under this Agreement, whether as
to interpretation, performance or otherwise, shall be subject to the non-exclusive
jurisdiction of the courts of Colorado and each of the parties hereto hereby irrevocably
attorns to the jurisdiction of the courts of such state. 



10.6     Entire
Agreement  



          This
Agreement, together with the Confidentiality and Non-Disclosure Agreement and the
Strategic Alliance Agreement, constitute the entire agreement between the parties with
respect to the transactions contemplated herein and cancels and supersedes any prior
understandings, agreements, negotiations and discussions between the parties. There are no
representations, warranties, terms, conditions, undertakings or collateral agreements or
understandings, express or implied, between the parties hereto other than those expressly
set forth in this Agreement or in any such agreement, certificate, affidavit, statutory
declaration or other document as aforesaid. This Agreement may not be amended or modified
in any respect except by written instrument executed by each of the parties hereto. 



10.7     Counterparts  



          This
Agreement may be executed in two or more counterparts, each of which shall be deemed to be
an original and all of which together shall constitute one and the same Agreement.
Counterparts may be delivered either in original or faxed form and the parties adopt any
signature received by a receiving fax machine as original signatures of the parties. 



10.8     Assignment  



          This
Agreement may not be assigned by either party except with the prior written consent of the
other parties hereto. 



10.9     Enurement  



          This
Agreement shall enure to the benefit of and be binding upon the parties hereto and their
respective heirs, executors, successors (including any successor by reason of the
amalgamation or merger of any party), administrators and permitted assigns. 





21 












10.10     Language  



           It
is the express wish of Hochschild that the Agreement and any related documentation be
drawn up in English. 






	 	
GOLD
RESOURCE CORPORATION 









	 	
By:  ______________________________________

                                                                                                                                Authorized
Signing Officer









	 	
HOCHSCHILD
MINING HOLDINGS LTD. 








	 	
By:  ______________________________________

                                                                                                                                Authorized
Signing Officer








	 	
       
______________________________________

        Country of Domicile
















22