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Exhibit 10.9

SILVER DRAGON RESOURCES INC.SUBSCRIPTION FOR
UNITS

TO:          
SILVER DRAGON RESOURCES INC. (the "Corporation")

The undersigned (the "Subscriber") hereby irrevocably
subscribes for and agrees to purchase the number of units in the capital of the
Corporation (the "Units") set forth below at $.125 (USD) per Unit for the
Aggregate Subscription Amount set forth below, each such Unit consisting of (i)
one common share of the Corporation, (ii) one (1) common share purchase warrant,
each warrant of this type being exercisable for a period of 36 months from the
Closing Date to acquire one common share of the Corporation at an exercise price
of $.25 (USD) , upon and subject to the terms and conditions set forth in the
"Subscription Agreement".

| |                                                                     |  |  |  |                                            | 
| | ------------------------------------------------------------------- |  |  |  | ------------------------------------------ | 
| | Travellers International Inc.                                       |  |  |  | Aggregate Subscription Amount: $ 96,000.00 | 
| | Full Legal Name of Subscriber (please print)                        |  |  |  |                                            | 
| |                                                                     |  |  |  |                                            | 
| |                                                                     |  |  |  |                                            | 
| | By: /s/ Marc Hazout                                                 |  |  |  | Number of Units subscribed for:            | 
| | Signature of Subscriber or its Authorized Representative            |  |  |  |                                            | 
| | President                                                           |  |  |  | 768,000                                    | 
| | Official Title or Capacity (please print)                           |  |  |  |                                            | 
| |                                                                     |  |  |  |                                            | 
| | Marc Hazout                                                         |  |  |  |                                            | 
| | Name of Signatory (please print name of individual
      whose      |  |  |  |                                            | 
| | signature appears above if different than name of
      Subscriber) |  |  |  |                                            | 
| |                                                                     |  |  |  |                                            | 
| | 5160 Yonge Street                                                   |  |  |  |                                            | 
| | Subscriber's Address (including postal code)                        |  |  |  |                                            | 
| |                                                                     |  |  |  |                                            | 
| | Suite 803, Toronto, ON M2N 6L9                                      |  |  |  |                                            | 
| |                                                                     |  |  |  |                                            | 
| | 416-223-8500                                                        |  |  |  |                                            | 
| | Telephone Number (including area code)                              |  |  |  |                                            | 
| |                                                                     |  |  |  |                                            | 
| | mhazout@silverdragonresources.com                                   |  |  |  |                                            | 
| | e-mail Address                                                      |  |  |  |                                            | 
| |                                                                     |  |  |  |                                            | 
| |                                                                     |  |  |  |                                            | 
| | Social Insurance No. or Federal Business No.                        |  |  |  |                                            | 

| |                                  |  |  |  |                                        | 
| | -------------------------------- |  |  |  | -------------------------------------- | 
| | Register the Units as follows:   |  |  |  | Deliver the Units as follows:          | 
| |                                  |  |  |  |                                        | 
| | Travellers International Inc.    |  |  |  | [X] Same as registered address, or     | 
| | Name                             |  |  |  |                                        | 
| |                                  |  |  |  |                                        | 
| | Account reference, if applicable |  |  |  | Name                                   | 
| |                                  |  |  |  |                                        | 
| | Address (including postal code)  |  |  |  | Account reference, if applicable       | 
| |                                  |  |  |  |                                        | 
| |                                  |  |  |  | Contact Name                           | 
| |                                  |  |  |  |                                        | 
| |                                  |  |  |  | Address (including postal code)        | 
| |                                  |  |  |  |                                        | 
| |                                  |  |  |  | Telephone Number (including area code) | 

NUMBERand type of securities of the Corporation held
directly or indirectly by Subscriber ______________
STATEwhether the Subscriber is an
insider of the Corporation (please check one)  Yes: X      No: ___
ACCEPTANCE: The
Corporation hereby (i) accepts the above subscription on the terms and
conditions contained in this Subscription Agreement and (ii) represents and
warrants to the Subscriber that the representations and warranties made by the
Corporation to the Agent in the Agency Agreement (as defined herein) are true
and correct in all material respects as of the Closing Date (save and except as
waived by the Agent) and the Subscriber shall have the benefit of such
representations and warranties and shall be entitled to reply thereon.

|SILVER DRAGON RESOURCES INC. |  | December 21 , 2010
|---------------------------- |  | ------------------
|                             |  |                   
|By: /s/ Marc
      Hazout    |  | Subscription No:  
|Authorized Signing Officer   |  |                   

This is the first page of an agreement comprised of 13
pages.

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SUBSCRIPTION AGREEMENT

SILVER DRAGON RESOURCES INC.INSTRUCTIONS FOR COMPLETION OF SUBSCRIPTIONDOCUMENTS

To All Subscribers for Units:

I.          
In connection with your subscription of 768,000 units offered by Silver Dragon
Resources Inc. (the Company), the following documents, which must be properly
and fully completed, signed, and, where applicable, notarized:

| | A. | Investor Suitability Questionnaire                  
| | -- | ----------------------------------------------------
| |    |                                                     
| | B. | Subscription Agreement and Investment Representation

II.          
Please return the requested number of copies of all documents to the address set
forth below. Failure to comply with the above will constitute an invalid
Subscription and, if not corrected will result in the rejection of your
Subscription request.

III.          
Certified checks, wire transfers or bank drafts should be in the amount of $96,000.00  for the Units being purchased. If less than the
whole number of Units are being purchased, the certified check, wire transfer or
bank draft should be in proportion to the percentage of the partial amount, may
be made by the Company at its discretion.

IV.          
Send all documents and checks to the address set forth below:

Silver Dragon Resources Inc.5160 Yonge Street, Suite 803Toronto, Ontario, Canada M2N
6L9

Send all wire transfers to:

Name of account: Silver Dragon
Resources Inc.Bank: HSBC Bank of CanadaAccount
No.:10162-056664-070Currency: USDABA # 021001088
Intermediary BankSwift Code: HKBCCATTSwift Code:
MRMDUS33Address: 7398 Yonge Street, Vaughan, Ontario, Canada, L4J
8J2Phone: (905) 771-8727Fax: (905) 771-8802

V.          
Upon acceptance by the Company, each Subscriber will receive an executed
original of the Subscription Agreement as soon as practical after closing.

2

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CONFIDENTIAL INVESTOR QUESTIONNAIREINVESTOR IDENTIFICATION

The undersigned represents that I/we am (are) an accredited
investor(s) as that term is defined in Rule 501 pursuant to Regulation D of the
Securities Act of 1933, as amended (the Act) (please initial the
category, which applies to you in the space provided below):

| | _____ | Category | 1. | A bank, as defined in Section 3(a)(2) of the
      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 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; or                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |       |          |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | _____ | Category | 4. | An insurance company as defined in Section
      2(13) of the Act; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |       |          |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | _____ | Category | 5. | An investment company registered under the
      United States Investment Company Act of 1940; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |       |          |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | _____ | 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 accredited
      investors; or

3

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| | _____ | 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
| |       |          |     |                                                                                                                                                                                                                                                                                                                           
| | X     | Category | 12. | Any director or executive officer of the
      Company; or                                                                                                                                                                                                                                                                
| |       |          |     |                                                                                                                                                                                                                                                                                                                           
| | X     | Category | 13. | A natural person whose individual net worth, or
      joint net worth with that person's spouse, at the date hereof exceeds
      U.S.$1,000,000; or                                                                                                                                                                      
| |       |          |     |                                                                                                                                                                                                                                                                                                                           
| | _____ | Category | 14. | 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 | 15. | 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 Act; or                                                              
| |       |          |     |                                                                                                                                                                                                                                                                                                                           
| | _____ | Category | 16. | Any entity in which all of the equity owners
      meet the requirements of at least one of the above categories.                                                                                                                                                                                                         

4

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TO BE PROVIDED BY ALL INVESTORS

(Please Print or Type)

|Number of Units, $.125 per Unit:          | 768,000                                           |        
|----------------------------------------- | ------------------------------------------------- | -------
|                                          |                                                   |        
|Total Investment Amount:                  | $  96,000.00                                      |        
|                                          |                                                   |        
|Purchaser Information:                    |                                                   |        
|Name:                                     | Marc Hazout (Travellers
      International Inc.) |        
|Federal Tax ID or Social Security Number: |                                                   |        
|Marital Status:                           | Married                                           |        
|Date of Birth:                            | September 15, 1964                                |        
|Citizen of:                               | Canada                                            |        
|Home/Business Address:                    | 5160 Yonge Street, Suite
803                      |        
|                                          | (Street)                                          |        
|                                          | Toronto                                           | ON     
|                                          | (City)                                            | (State)

|Co-Purchaser Information:                 |        |        
|----------------------------------------- | ------ | -------
|Name:                                     |        |        
|Federal Tax ID or Social Security Number: |        |        
|Marital Status:                           |        |        
|Date of
      Birth:                      |        |        
|Citizen of:                               |        |        
|Home/Business Address:                    |        |        
|(Street)                                  |        |        
|                                          | (City) | (State)

5

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Indicate Type of Ownership:

|[      ] | Individual                  | [       ] | Joint Tenants with Rights of Survivorship*
|-------- | --------------------------- | --------- | ------------------------------------------
|[      ] | Tenants by the Entireties * | [       ] | Community Property *                      
|[      ] | Tenants in Common *         | [  X  ]   | Domestic Corporation                      
|[      ] | Foreign Corporation         | [       ] | Foreign Person                            

(*) Two or more signatures required

6

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SUBSCRIPTION AGREEMENT

THIS AGREEMENT made this 21st
day of  December, 2010
by and between Silver Dragon Resources Inc., a Delaware corporation (the
Issuer or the Company) and Travellers International Inc.
(the
Subscriber).

WHEREAS, Subscriber wishes to
hereby subscribe for 768,000 units offered by Silver Dragon Resources Inc. (the
Units) for a purchase price of $ 96,000.00 or $.125 per Unit
(the Purchase Price); and

WHEREAS, Issuer desires to sell the Units to Subscriber,
but only upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual promises
and the representations, warranties, covenants and agreements herein contained,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties, intending to be legally bound, agree as
follows:

ARTICLE I ISSUANCE OF UNITS

1.01          
Subject to the terms and conditions set forth in this Agreement, Issuer agrees
to sell and deliver to the Subscriber, and Subscriber agrees to acquire from the
Issuer, all upon the terms and conditions hereinafter set forth, the Units, free
and clear of all security interests, claims, liens and other encumbrances except
as may be set forth in this Agreement.

1.02          
Each Unit shall consist of (i) one (1) common share of the Company (a Share),
(ii) one (1) common share purchase warrant, each warrant of this type being
exercisable for a period of 36 months from the Closing Date to acquire one
common share at an exercise price of $.25(USD). The warrants included in the
Units are collectively referred to herein as the Warrants. The Warrants shall
not be exercisable on a cashless basis.

ARTICLE II PRICE OF UNITS, SIZE OF OFFERING AND USE OF
PROCEEDS

The Issuer intends to sell a maximum of 8,333,333 Units for
gross proceeds of $1,000,000.00. There is no minimum offering amount. The
Proceeds from the offering of Units contemplated herein shall be used for the
development of the Cerros las Minitas property in Durango, Mexico, TSX
application, corporate administration, subsidiary financing and other general
corporate matters.

7

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ARTICLE III SUBSCRIPTION PRICE

3.01           
Consideration.In consideration of the issuance and delivery by the
Issuer of the Units as hereinafter set forth:

(a) The Subscriber shall deliver to the Issuer the sum of 
Ninety-six Thousand($ 96,000.00), by wire transfer,
certified cheque or by bank draft, on or before the Closing as that term is
defined in Section 4.01 of this Agreement.

ARTICLE IV CLOSING

4.01           
Date and Place of Closing. The closing of the transaction contemplated by
this Agreement (the Closing) shall occur at 5160 Yonge Street, Suite 803,
Toronto, Ontario on or before December 30, 2010 (the Closing Date), at 5:00
P.M. Eastern Standard Time. The Issuer shall have the right to extend the
Closing Date at its discretion.

4.02           
Documents at Closing. At the Closing, Issuer shall deliver to the
Issuers transfer agent an Issuance Resolution authorizing the issuance of the
Shares and Warrants and such other documents as may be reasonably required by
Subscribers counsel. At the Closing, the Subscriber shall deliver
$__96,000.00(the Subscription Amount) to the Issuer in the manner set
forth in sub-section 3.01(a) of this Agreement, and such other documents as may
be reasonably required by Issuers counsel.

ARTICLE V REPRESENTATIONS AND WARRANTIES OF ISSUER

5.01           
Representations and Warranties of Issuer.In order to induce the
Subscriber to enter into this Agreement, the Issuer represents, warrants and
covenants to the Subscriber that all the items contained in this Article are
true and correct.

5.02           
Organization and Good Standing.The Issuer is duly organized, validly
existing and in good standing under the laws of the State of Delaware, Country
of United States. The Issuer has all requisite power to carry on its business as
now conducted by it and to own and operate its assets as now owned and operated
by it. The Issuer is conducting and has in the past conducted its business in
accordance with all applicable laws, the violation of which would affect the
property or business of the Issuer.

5.03           
*Capacity and Authority.*The Issuer has full legal power and authority
to enter into this Agreement, to make the representations, warranties and
covenants contained herein and to cause the transactions contemplated hereby to
be consummated, and no prior order, approval or decree of any court, agency or other governmental body is required
with respect thereto. The Issuer has full legal right, power and authority to
convey the Shares and Warrants free and clear of all liens, charges,
encumbrances, claims and demands of every kind. The Issuer represents, warrants
and covenants that all actions in contemplation of this transaction are not in
conflict with the Issuers Certification or its Bylaws, if any.

8

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5.04          
Encumbrances and Binding Effect.This Agreement is a valid and binding
obligation of the Issuer, enforceable in accordance with its terms, subject to
application of bankruptcy, insolvency, reorganization and moratorium laws and
other generally applicable laws affecting enforcement of creditors rights. The
execution and delivery by the Issuer of this Agreement and the performance
thereof will not result in any violation of and will not conflict with, or
result in a breach of any of the terms of, or constitute a default under any
provision of any state or federal law to which the Issuer is subject, any
agreement of the Issuer, or of any mortgage, indenture, agreement, instrument,
judgment, decree, order, rule or regulation or other restriction to which the
Issuer is a party or by which any of its property is bound.

5.05          
Compliance with Applicable Laws.

(a)          
The operation of the Issuer has not and does not violate any applicable law or
governmental regulation. Without limiting the generality of the foregoing, the
Issuer is in compliance with all laws, rules and regulations, including rules
and regulations promulgated by the United States, the State of Delaware, and any
other state or local authority or agency relating to the operation of the
business of the Issuer.

(b)          
There are no commitments to or agreements with any governmental authority or
agency affecting the Units or the Issuer, which have not been disclosed by the
Issuer to the Subscriber in writing.

5.06          
Contracts and Commitments. There has not been any default in any
obligation to be performed by the Issuer under any contract, license, commitment
or agreement which default could adversely affect the business or property of
the Issuer, and the Issuer has not waived any right under any such contract,
commitment or agreement so as to adversely affect the business or property of
the Issuer.

5.07          
No Material Liabilities.There are no material liabilities on the books
of the Issuer except as disclosed in the financial statements and no undisclosed
or contingent liabilities.

5.08          
Disclosure. Neither this Agreement nor any exhibit, list, or schedule
hereto, nor any written statement or certificate furnished to the Subscriber
pursuant hereto or in connection with the transaction herein contemplated
contains or will contain any untrue statement of a material fact, will omit to
state a material fact necessary in order to make the statements contained herein
or therein not misleading. There presently exists no fact, which materially
adversely affects or in the future may materially adversely affect the Units, which
fact has not been disclosed herein or in the exhibits, lists and schedules
provided for herein.

9

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5.09          
Shares of Stock. The Issuer is authorized to issue 150,000,000 shares of
common stock, $0.0001 par value, of which 97,486,257 shares were issued and
outstanding as of October 25, 2010. All shares of stock of the Issuer are, and
when issued the Shares underlying the Units and Warrants will be, validly issued
and nonassessable.

ARTICLE VI REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER

6.01          
Lack of Registration. The Subscriber acknowledges that the Units have not
been registered pursuant to the United States Securities Act of 1933 (the Act)
or the similar laws of any state of the United States or pursuant to the laws of
any other country, and may not be offered or sold, except in compliance with the
registration requirements of the Act or an available exemption therefrom.

6.02          
Representations and Warranties of Subscriber. In order to induce the
Issuer to enter into this Agreement, the Subscriber represents and warrants to
the Issuer the items of this Article. 6.03 Organization and Good
Standing. Subscriber is: (a) If a corporation, duly organized, validly
existing and in good standing and has all requisite power to carry on its
business as now conducted by it and to own and operate its assets as now owned
and operated by it; or (b) If an individual, is of the age of majority and has
the legal capacity to enter into this agreement.

6.04          
Capacity and Authority. The Subscriber has full legal power and authority
to enter into this Agreement, to make the representations, warranties and
covenants contained herein and to cause the transactions contemplated hereby to
be consummated, and no prior order, approval or decree of any court, agency or
other governmental body, whether federal, state or local is required with
respect thereto.

6.05          
Encumbrances and Binding Effect.This Agreement is a valid and binding
obligation of the Subscriber, enforceable in accordance with its terms, subject
to application of bankruptcy, insolvency, reorganization and moratorium laws and
other generally applicable laws affecting enforcement of creditors rights. The
execution and delivery by the Subscriber of this Agreement and the performance
thereof will not result in any violation of and will not conflict with, or
result in a breach of any of the terms of, or constitute a default under any
provision of any state, provincial or federal law to which the Subscriber is
subject, any agreement of the Subscriber, or of any mortgage, indenture,
agreement, instrument, judgment, decree, order, rule or regulation or other
restriction to which the Subscriber is a party or by which any of their property
is bound.

10

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6.06          
Brokerage Fees. The Subscriber has not incurred any liability for
brokerage fees, finders fees, agents commissions or other similar forms of
compensation in connection with this Agreement or the transactions contemplated
hereby.

6.07          
Access to Information.Subscriber has had access to or been furnished
with the following information: (a) All material books and records of the
Issuer; (b) All material contracts and documents relating to the Issuer and the
proposed purchase of the Shares; and (c) An opportunity to question the
appropriate executive officers of the Issuer about all material aspects of the
Issuer and the business of the Issuer.

6.08          
Resale Restrictions.Subscriber has been advised that (i) the Units,
Shares, Warrants and Shares underlying the Warrants have not been registered
under the Act, (ii) the Company is under no obligation to register any of the
securities for resale, (iii) the securities will be subject to a hold period
under Rule 144, (iv) the availability of the Rule 144 resale exemption cannot be
assured, (v) such securities may need to be held indefinitely, and Subscriber
must continue to bear the economic risk of the investment in such securities
unless they are subsequently registered under the Act or an exemption from such
registration is available, and (vi) a restrictive legend in the following form
shall be placed on the certificates representing such securities:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND HAVE NOT
BEEN REGISTERED PURSUANT TO ANY STATE BLUE SKY LAWS. FURTHER THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A
REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER THE STATE ACTS OR
EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN
THE CASE OF THE ACT, THE EXEMPTION AFFORDED BY RULE 144).

6.09          
Warrant Exercise Restrictions.The Warrants may not be exercised, and the
Shares issuable upon such exercise may not be issued or delivered, unless the
Shares issuable upon such exercise have been registered under the Act and all
applicable state securities laws or exemptions from such requirements are
available, and the holder thereof has delivered a legal opinion of counsel
satisfactory to the Company to such effect; provided, however, that the original
Subscriber will not be required to deliver a legal opinion of counsel in
connection with the exercise of the Warrants by the original Subscriber, solely
for its own account, and not for the account or benefit of any other person, for
investment purposes only, at a time when the Subscriber continues to satisfy the
definition of an accredited investor as defined in Rule 501 under the Act. The
following legend will be placed on the Warrants:

11

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THESE WARRANTS MAY NOT BE EXERCISED AND THE SECURITIES
ISSUABLE UPON SUCH EXERCISE MAY NOT BE ISSUED OR DELIVERED UNLESS THE SECURITIES
ISSUABLE UPON SUCH EXERCISE HAVE BEEN REGISTERED UNDER THE ACT AND ALL
APPLICABLE STATE SECURITIES LAWS OR EXEMPTIONS FROM SUCH REQUIREMENTS ARE
AVAILABLE.

6.10           
Purchase for Own Account. The Subscriber is purchasing the Units solely
for its own account, and not for the account or benefit of any other person, for
investment purposes only, and not for distribution in violation of the Act or
any state securities laws.

6.11           
No Tax Advice. The Subscriber acknowledges that the Subscriber is solely
responsible for determining, and the Company makes no representation or warranty
to the Subscriber regarding, the tax consequences under U.S. federal, state or
local or foreign tax laws of the Subscribers purchase, exercise or disposition
of the Units, the Shares, the Warrants or the Shares underlying the Warrants.

ARTICLE VII MISCELLANEOUS

7.01           
Notices.Any notices or other communications required or permitted
hereunder shall be in writing and shall be mailed by registered or certified
mail, postage prepaid, or delivered by hand or by messenger, addressed to the
appropriate address set forth below or to such other addresses as shall have
been furnished in writing to the party initiating the notice or communication.
Any notice or other communication so addressed and mailed, postage prepaid, by
registered or certified mail (in each case, with return receipt requested) shall
be deemed to be delivered and given when received by the addressee. Any notice
so addressed and otherwise delivered shall be deemed to be given five (5)
business days after mailing.

7.02           
Governing Law.This Agreement shall be governed by, and construed and
enforced in accordance with contracts entered into and wholly performed within
the Province of Ontario, without giving effect to conflict of laws principles
thereof, and in any action to enforce or interpret or arising under any of the
provisions of this Agreement, the parties expressly agree to submit to the
jurisdiction of any Federal or Provincial court sitting in Toronto, Ontario.

7.03           
Severability. If any provision of this Agreement is held by a court of
competent jurisdiction to be contrary to law, the remaining provisions of this
Agreement will remain in full force and effect.

7.04           
*Non-Waiver.*The failure of a party to enforce the provisions of this
Agreement or the rights granted hereunder on any occasion shall not operate as a
waiver of such provisions or rights for future occasions.

7.05           
Section Headings.The section headings appear only as a matter of
convenience and shall not affect the construction of the Agreement.

7.06           
Entire Agreement and Amendments. This Agreement, including any schedules
and exhibits, contains the entire understanding of the Subscriber and the
Issuer, and there are no representations, understandings, or agreements, oral or
otherwise, except as stated herein. This Agreement may not be amended except by
a writing signed by all parties hereto.

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7.07           
Counterparts. This Agreement may be executed in counterparts, each of
which when so executed and delivered, shall constitute a complete and original
instrument but all of which taken together shall constitute one and the same
agreement, and it shall not be necessary when making proof of this Agreement or
any counterpart thereof to account for any other counterpart.

7.08           
Facsimile An Original.A facsimile of this Agreement shall be deemed to
be an original for all purposes.

7.09           
Addresses.All notices and other correspondence with respect hereto shall
be sent to the Subscriber or the Issuer at the following addresses:

| | To Subscriber: | At the address attached to the Subscription
      Agreement
| | -------------- | -----------------------------------------------------------
| |                |                                                            
| |                |                                                            
| | To Issuer:     | Silver Dragon Resources Inc.                               
| |                | 5160 Yonge Street                                          
| |                | Suite 803                                                  
| |                | Toronto, Ontario M2N 6L9                                   
| |                | Tel: 416-223-8500                                          
| |                | Fax: 416-223-8507                                          

7.10           
Execution of Additional Documents. The parties hereto agree that they
will promptly execute any and all further documents necessary and/or appropriate
for the consummation of this Agreement according to its terms and conditions.

IN WITNESS WHEREOF, this Agreement has been executed and
delivered on the day and year first hereinabove written.

Agreed and accepted

this 21st day of   December, 2010.

| | Subscriber                    
| | -------------------------------
| |                                
| | /s/ Marc Hazout                
| | Subscriber's Signature         
| |                                
| |                                
| | Issuer                         
| | Silver Dragon Resources Inc.   
| |                                
| |                                
| | Per:/s/ Marc Hazout            
| | Marc Hazout  President and CEO

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