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.
(S)
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 EACH CLOSING DATE;
19
(T)
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;
(U)
HOCHSCHILD HAS REVIEWED (I) THE ANNUAL REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2008; (II) THE QUARTERLY REPORT ON FORM 10-Q FOR
THE QUARTER ENDED MARCH 31, 2009; AND (III) ALL OTHER REPORTS FILED WITH THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION BY THE COMPANY SINCE MARCH 31,
2009, EACH OF WHICH IS AVAILABLE FROM THE PUBLIC REFERENCE ROOM OF THE SEC OR ON
ITS WEB SITE AT .
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;
(V)
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.
(W)
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;
(X)
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