GOLD RESOURCE CORPORATION SUBSCRIPTION AGREEMENT FOR COMMON STOCK PLACEMENT ________________ 2006

(a)

payment by the Subscriber of the Subscription Amount by certified check or bank draft in United States dollars payable to “Gold Resource Corporation”; and

(b)

the Subscriber having properly completed, signed and delivered this Subscription Agreement to the Corporation at Gold Resources Corporation, 222 Milwaukee Street, Suite 301, Denver, Colorado 80206.

(a)

The Corporation 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 possess all certificates, authorizations, permits and licences issued by the appropriate state, municipal, 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 its business as now conducted and to own its properties and assets and the Corporation and its subsidiaries have all requisite corporate power and authority to carry out their obligations under this Subscription Agreement.

(b)

There has been no adverse material change to the Corporation (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or shareholders’ equity of the Corporation since September 30, 2006, which has not been generally disclosed to the public and, in all material respects, the business of the Corporation has been carried on in the usual and ordinary course consistent with past practice since September 30, 2006 to the extent that such past practice is consistent with the current business direction of the Corporation.

(c)

This Subscription Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms.

(d)

As of the close of business on November 15, 2006, the authorized capital of the Corporation consists of 60,000,000 shares of common stock and 5,000,000 shares of preferred stock, of which 23,504,852 shares of common stock are issued and outstanding as fully paid and non-assessable.

(e)

The common stock currently trades in the Over-the-Counter market and is quoted on the Bulletin Board system maintained by the National Association of Securities Dealers, Inc. and no order ceasing or suspending trading in any securities of the Corporation or the trading of any of the Corporation's issued securities is currently outstanding and no proceedings for such purpose are, to the knowledge of the Corporation, pending or threatened.

(f)

The Corporation is not, nor to the knowledge of the Corporation, is any other person in default in the observance or performance of any term, covenant or obligation to be performed by it under any debt instrument, material agreement, contract, agreement or arrangement to which the Corporation is a party 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.

(g)

The Corporation 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 properties in which the Corporation and its subsidiaries have an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, which are currently sufficient to permit the Corporation and its subsidiaries to explore the minerals relating thereto, and all such property, leases or claims and all property, leases or claims in which the Corporation 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.

(h)

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

(i)

There is and has been no failure on the part of the Corporation or any of the Corporation'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.

(j)

Promptly following the closing of the purchase and sale of the shares contemplated by its Subscription Agreement, the Corporation shall prepare and file with the SEC a registration statement on Form S-l or SB-2 (or, if Form S-l or SB-2 is not then available to the Corporation, on such form of registration statement as is then available to effect a registration for resale of the Shares), covering the resale of the Shares (including any Shares issuable as damages as described in Section 3.1(m) below). Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Shares.

(k)

The Corporation shall pay all expenses associated with the registration, including filing and printing fees, counsel and accounting fees and expenses, costs associated with clearing the Shares for sale under applicable state securities laws.

(l)

The Corporation shall use its commercially reasonable efforts to have the Registration Statement declared effective by the SEC as soon as practicable. The Corporation shall notify the Subscriber by facsimile or e-mail as promptly as practicable, and in any event, within three (3) business days, after the Registration Statement is declared effective and shall simultaneously provide the Subscriber with copies of any related prospectus to be used in connection with the sale or other disposition of the securities covered thereby.

(m)

In the event the Registration Statement is not declared effective by the SEC by a date which is six months from the Closing Date, the Corporation shall issue to the Subscriber as liquidated damages and not as a penalty, that number of shares of common stock that is equal to 10% of the Shares.

(a)

The Subscriber certifies that it is resident in the jurisdiction set out on the face page of this Subscription Agreement. Such address was not created and is not used solely for the purpose of acquiring the Shares and the Subscriber was solicited to purchase in such jurisdiction.

(b)

If the Subscriber is not a person in the United States or a U.S. Person (as defined in Rule 902(k) of Regulation S under the U.S. Securities Act) or not purchasing the Shares on behalf of a person in the United States or a U.S. Person:

(i)

neither the Subscriber nor any disclosed principal is a U.S. Person nor subscribing for the Shares for the account of a U.S. Person or for resale in the United States and the Subscriber confirms that the Shares have not been offered to the Subscriber in the United States and that this Subscription Agreement has not been signed in the United States;

(ii)

the Subscriber acknowledges that the Shares have not been registered under the U.S. Securities Act of 1933, as amended (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 U.S. 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 U.S. Securities Act;

(iii)

the Subscriber and if applicable, the disclosed principal for whom the Subscriber is acting, understands that the Corporation is the seller of the Shares and underlying securities 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, the Subscriber and if applicable, the disclosed principal for whom the Subscriber is acting, 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 Shares or underlying securities other than to a non-U.S. Person;

(iv)

the Subscriber and if applicable, the disclosed principal for whom the Subscriber is acting, acknowledges and understands that in the event the Shares are offered, sold or otherwise transferred by the Subscriber or if applicable, the disclosed principal for whom the Subscriber is acting, 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 U.S. 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 U.S. Securities Act; and

(v)

neither the Subscriber nor any disclosed principal will offer, sell or otherwise dispose of the Shares in the United States or to a U.S. Person unless (A) the Corporation 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 U.S. 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.

(c)

If the Subscriber is a person in the United States or a U.S. person, or is purchasing the Shares on behalf of a person in the United States or a U.S. person, the Subscriber:

or each beneficial purchaser as to which the Subscriber exercises sole investment discretion for whom it is purchasing, is acquiring the Shares to be held for investment only and not with a view to resale, distribution or other disposition of the Shares and without any present intention of selling, offering to sell or otherwise disposing of or distributing such securities, or any portion thereof, in any transaction other than a transaction complying with the registration requirements of the U.S. Securities Act and applicable Blue Sky Laws, or pursuant to an exemption therefrom;

is aware that the Shares have not been registered under the U.S. Securities Act and the sale contemplated hereby is being made in reliance on a private placement exemption to Accredited Investors (as defined in Rule 501 of the Securities Act);

the Subscriber is an Accredited Investor within the meaning of Rule 501 of Regulation D of the Securities Act;

or each beneficial purchaser as to which the Subscriber exercises sole investment discretion for whom it is purchasing is an Accredited Investor;

if the undersigned is the Subscriber, he or she is making the above statement based on personal knowledge of his or her financial situation and has reviewed personal financial documentation with an accountant, financial advisor or other financial professional, if necessary, to determine that the above statement is true; or (b) if the undersigned is other than the Subscriber, he or she is making the above statement based on a review, if necessary, of the financial statements of the Subscriber for the most recently completed financial year and any interim financial statements prepared since the end of such financial year and has undertaken such other review and due diligence necessary to determine and certify that the Subscriber is an "Accredited Investor" as that term is defined in Rule 501(a) of the U.S. Securities Act;

is not purchasing the Shares as a result of any “general solicitation or general advertising” (as such term is defined in Regulation D), including any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting where the attendees have been invited by general solicitation or general advertising;

understands that if it decides to offer, sell, pledge or otherwise transfer the Shares, and, prior to the Registration Statement becoming effective, the Common Shares may be offered, sold or otherwise transferred only: (A) to the Corporation; (B) in compliance with Rule 904 under Regulation S, (C) in accordance with Rule 144 or Rule 144A under the U.S. Securities Act, if available, and in compliance with applicable local laws and regulations, or (D) in a transaction that does not otherwise require registration under the U.S. Securities Act or any applicable state securities laws if an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation has been provided to the Corporation to that effect; and

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

(d)

If the Subscriber or any disclosed principal is not a person described in paragraphs 4.1(b) or 4.1(c) above, the subscription for the Shares by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which the Subscriber resides and does not give rise to any obligation of the Corporation to prepare and file a prospectus or similar document or to register the Shares or to be registered with, or to file any report or notice with, any governmental or regulatory authority.

(e)

The execution and delivery of this Subscription Agreement, the performance and compliance with the terms hereof, the subscription for the Shares and the completion of the transactions described herein by the Subscriber 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 the Subscriber, the securities laws or any other laws applicable to the Subscriber, any agreement to which the Subscriber is a party, or any judgment, decree, order, statute, rule or regulation applicable to the Subscriber.

(f)

The Subscriber is subscribing for the Shares as principal for its own account and not for the benefit of any other person (within the meaning of applicable securities laws). If it is subscribing as agent for a disclosed principal, it has disclosed the name of the disclosed principal on the face page of this Subscription Agreement and acknowledges that the Corporation may be required by law to disclose to certain regulatory authorities the identity of each disclosed principal for whom the Subscriber is acting.

(g)

In the case of a subscription for the Shares by the Subscriber acting as trustee or agent for a fully managed account or as agent for a disclosed principal, the Subscriber is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of the fully managed account or disclosed principal, as applicable and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of and constitutes a legal, valid and binding agreement of, the fully managed account or disclosed principal, as applicable.

(h)

In the case of a subscription for the Shares by the Subscriber acting as principal, this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding agreement of, the Subscriber. This Subscription Agreement is enforceable in accordance with its terms against the Subscriber.

(i)

If the Subscriber is:

(i)

a corporation, the Subscriber is duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and has all requisite legal and corporate power and authority to execute and deliver this Subscription Agreement, to subscribe for the Shares as contemplated herein and to carry out and perform its obligations under the terms of this Subscription Agreement;

(ii)

a partnership, syndicate or other form of unincorporated organization, the Subscriber has the necessary legal capacity and authority to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof; or

(iii)

an individual, the Subscriber is of the full age of majority and is legally competent to execute this Subscription Agreement and to observe and perform his or her covenants and obligations hereunder.

The Subscriber is not, with respect to the Corporation or any of its affiliates, a “control person” as defined under the Securities Act and the purchase of the Shares hereunder and the exercise or deemed exercise of the Shares will not result in the Subscriber becoming a control person.

(k)

The Subscriber has been advised to consult its own legal advisors with respect to trading in the Shares, and with respect to the resale restrictions imposed by the securities laws of the jurisdiction in which the Subscriber 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 the Subscriber (or others for whom it is contracting hereunder) to resell such securities, that the Subscriber (or others for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Subscriber is solely responsible (and neither the Corporation nor the Agent are in any way responsible) for compliance with applicable resale restrictions and the Subscriber is aware that it (or beneficial persons for whom it is contracting hereunder) may not be able to resell such securities except in accordance with limited exemptions under the securities laws and other applicable securities laws.

(l)

The Subscriber is not purchasing Shares with knowledge of material information concerning the Corporation that has not been generally disclosed.

(m)

No person has made any written or oral representations:

(i)

that any person will resell or repurchase the Shares;

(ii)

that any person will refund the Subscription Amount; or

(iii)

as to the future price or value of the Shares.

(n)

There are risks associated with the purchase of and investment in the Shares and the Subscriber has such knowledge and experience that it is capable of evaluating the merits and risks of an investment in the Shares and fully understands the restrictions on resale of the Shares and is capable of bearing the economic risk of the investment.

(o)

The funds representing the Subscription Amount that will be advanced by the Subscriber to the Corporation hereunder, as applicable, will not represent proceeds of crime for the purposes of United States anti-terrorist legislation and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber's name and other information relating to this Subscription Agreement and the Subscriber's subscription hereunder pursuant to such legislation. To the best of its knowledge (a) none of the Subscription Amount to be provided by the Subscriber (i) has been or will be derived from or related to any activity that is deemed criminal under the law 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 the Subscriber, and (b) it shall promptly notify the Corporation if the Subscriber discovers that any of such representations ceases to be true, and to provide the Corporation with appropriate information in connection therewith.

(p)

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 Shares.

(q)

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

(r)

The certificates representing the Shares, if issued prior to the Registration Statement becoming effective, and all certificates issued in substitution or exchange thereof, will bear a legend substantially in the following form:

(s)

The Corporation is relying on the representations, warranties and covenants contained herein to determine the Subscriber’s eligibility to subscribe for the Shares under applicable securities laws and the Subscriber agrees to indemnify the Corporation and each of its directors, officers and agents against all losses, claims, costs, expenses, damages or liabilities that any of them may suffer or incur as a result of or arising from reliance thereon. The Subscriber undertakes to immediately notify the Corporation of any change in any statement or other information relating to the Subscriber set forth in such applicable Schedules which takes place prior to the Closing Time.

(t)

The Subscriber is responsible for obtaining such legal and tax advice as it considers appropriate in connection with the execution, delivery and performance of this Subscription Agreement and the transactions contemplated under this Subscription Agreement.

(u)

There are risks associated with the purchase of the Shares and the Subscriber may lose his, her or its entire investment.

(v)

The Subscriber has reviewed (i) the prospectus of the Corporation dated May 15, 2006; (ii) the quarterly reports on Form 10-QSB for the quarters ended June 30 and September 30, 2006; (iii) all other reports filed with the United States Securities and Exchange Commission by the Corporation, each of which is available from the Public Reference Room of the SEC or on its web site at http://www.sec.gov. The Subscriber's decision to purchase the Shares was based solely on the representations in this Subscription Agreement and the filings of the Corporation with the SEC itemized immediately above, and no person or entity has made any representations or warranties excepts as set forth herein.

(w)

This Subscription Agreement requires the Subscriber to provide certain personal information to the Corporation. Such information is being collected by the Corporation for the purposes of completing the offering, which includes, without limitation, determining the Subscriber’s eligibility to purchase the Shares under the securities laws, preparing and registering certificates representing Shares to be issued to the Subscriber and completing filings required by any stock exchange or securities regulatory authority. The Subscriber’s personal information may be disclosed by the Corporation to: (a) stock exchanges or securities regulatory authorities and (b) any of the other parties involved in the offering, including legal counsel and may be included in record books in connection with the offering. By executing this Subscription Agreement, the Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber’s personal information. The Subscriber also consents to the filing of copies or originals of this Subscription Agreement as may be required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby. The Subscriber represents and warrants that it has the authority to provide the consents and acknowledgements set out in this paragraph on behalf of each disclosed principal.