DYNARESOURCE INC (Form: 8-K, Received: 05/20/2020 17:02:15)

CURRENT REPORT FOR ISSUERS SUBJECT TO THE

1934 ACT REPORTING REQUIREMENTS

FORM 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act

May 13, 2020

Date of Report

(Date of Earliest Event Reported)

DYNARESOURCE, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-30371	94-1589426
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

222 W Las Colinas Blvd., Suite 1910 North Tower, Irving, Texas 75039

(Address of principal executive offices (zip code))

(972) 868-9066

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities.

On May 14, 2020, DynaResource, Inc. (the “Company”) closed a financing agreement with Golden Post Rail, LLC, a Texas limited liability company and certain individual investors. A summary of the transaction is set forth below:

Pursuant to the May 14, 2020 Note Purchase Agreement (the “NPA”) among the Company, Golden Post Rail, LLC (the “Lead Purchaser”), and the other parties listed on Exhibit A thereto (the “Remaining Purchasers”):

Golden Post acquired the following securities:

A convertible promissory note (the “Golden Post Note”) payable to Golden Post in the principal amount of $2,500,000, bearing interest at 10%, and maturing two years from the date of execution. One half of the principal amount of Golden Post Note, or $1,250,000, has been fully funded in accordance with an agreed-upon draw summary and budget. The balance of the principal amount will also be funded in accordance with agreed-upon draw summaries and the budget. The Golden Post Note is convertible, at the option of Golden Post, into shares of Series D Senior Convertible Preferred Stock (the “Series D Preferred”) at a conversion price of $2.00 per share; and

A common stock purchase warrant (the “2020 Warrant”) for the purchase of 783,976 shares of the Company’s common stock, at an exercise price of $0.01 per share, and maturing on the 10-year anniversary of the date of issuance. The 2020 Warrant contains anti-dilution provisions; and

The Remaining Purchasers acquired the following securities:

Convertible promissory notes (the “Remaining Notes”) in the aggregate principal amount of $1,400,000, bearing interest at 10%, and maturing two years from the date of issuance. The Remaining Notes have been fully funded. The Remaining Notes are convertible, at the option of each individual Remaining Purchaser, into shares of Series D Preferred at a conversion price of $2.00 per share; and

Common stock purchase warrants (the “Remaining Purchasers Warrants”) for the purchase of an aggregate of 439,026 shares of the Company’s common stock, at an exercise price of $0.01 per share, and maturing on the 10-year anniversary of the date of issuance. The Remaining Purchasers Warrants contain anti-dilution provisions.

Also pursuant to the NPA, the Company and the Lead Purchaser have agreed to amend the common stock purchase warrant dated June 30, 2015 (the “2015 Warrant”), issued to the Lead Purchaser in connection with that certain Securities Purchase Agreement dated as of May 6, 2015. The 2015 Warrant contemplates the purchase, upon exercise, of 2,166,527 shares (subject to adjustment) of the Company’s common stock and matures June 30, 2020 (the “Termination Date”). The amendment to the 2015 Warrant provides that, following the expiration of the 2015 Warrant pursuant to its terms, the Company will issue to the Lead Purchaser a new warrant (the “New Warrant”), substantially in the same form of the 2015 Warrant, for the number of shares of the Company’s common stock that went unexercised on the Termination Date, if any. The New Warrant would have a maturity date of June 30, 2022.

As part of the transaction contemplated by the NPA, the Company executed an Amended and Restated Registration Rights Agreement pursuant to which Golden Post may require the Company to register the shares of common stock which may be issued upon (i) the conversion of the Series C Senior Convertible Preferred Stock (“Series C Preferred”), (ii) the conversion of the Series D Preferred, and (iii) the shares of common stock issuable upon the exercise of the 2015 Warrant, the 2020 Warrant, and a compensatory warrant issued to the Lead Purchaser on May 13, 2020 (described below under the heading “Compensatory Issuances”), including any additional shares of common stock issuable pursuant to anti-dilution provisions of such securities.

Pursuant to the transaction contemplated by the NPA, the Company has agreed to call a special meeting of Company stockholders, to be held not later than July 14, 2020, to solicit stockholder approval of (a) an amendment of the Company’s certificate of incorporation to increase the number of authorized shares of common stock from 25,000,000 shares to 40,000,000 shares, and (b) an amendment of the Certificate of Designations of the Series C Preferred, in order to (a) extend the maturity date of the Series C Preferred by an additional two (2) years, (ii) add an equity cap in respect of the conversion of Series C Preferred into common stock of the Company, and (iii) add certain restrictions on the ability of the Company to issue Series C Preferred.

Compensatory Issuances. On May 13, 2020, one business day prior to the NPA, the Company issued to the Lead Purchaser the following: (i) a common stock purchase warrant for 2,306 shares, at an exercise price of $0.01 per share, and maturing on the 7-year anniversary of the date of issuance (the “Compensatory Warrant”); and (ii) 1,771 shares of Series C Preferred. These issuances were occasioned by the Company’s obligations under the Securities Purchase Agreement dated as of May 6, 2015.

In order to accommodate the issuance of the additional 1,771 shares of Series C Preferred, on May 13, 2020 the Company filed with the Secretary of State of Delaware a Certificate of Increase of Series C Senior Convertible Preferred Stock, to increase the number of shares of preferred stock designated as Series C Preferred from 1,733,221 shares to 1,734,992 shares (“Certificate of Increase”).

Also on May 13, 2020, the Company filed with the Secretary of State of Delaware a Certificate of Designations of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions thereof of Series D Senior Convertible Preferred Stock, contemplating the authorization of 3,000,000 shares of Series D Preferred (“Certificate of Designation”).

The sale of the Golden Post Note, the Remaining Notes, the 2020 Warrant, the Remaining Purchasers Warrants, the Compensatory Warrant, and the Series C Preferred was made pursuant to a privately negotiated transaction that did not involve a public offering of securities and, accordingly, the Company believes that the transaction was exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof. Each investor represented that it (A) is an “accredited investor” and (B) has such knowledge and experience in financial and business matters that the investor is capable of evaluating the merits and risks of acquiring the securities acquired by such investor. All of the foregoing securities are deemed restricted securities for purposes of the Securities Act.

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The NPA is attached as Exhibit 10.1 and incorporated herein by reference.

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The Certificate of Increase is attached as Exhibit 3.1 and incorporated herein by reference.

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The terms of the Series D Preferred are contained in the Certificate of Designation attached as Exhibit 3.2 and incorporated herein by reference.

❖

The Golden Post Note is attached as Exhibit 4.1 and incorporated herein by reference.

❖

The form of Remaining Notes is attached as Exhibit 4.2 and incorporated herein by reference.

❖

The 2020 Warrant is attached as Exhibit 4.3 and incorporated herein by reference.

❖

The form of Remaining Purchasers Warrants is attached as Exhibit 4.4 and incorporated herein by reference.

❖

The Amendment to the 2015 Warrant is attached as Exhibit 4.5 and incorporated herein by reference.

❖

The Compensatory Warrant is attached as Exhibit 4.6 and incorporated herein by reference

❖

The Amended and Restated Registration Rights Agreement is attached as Exhibit 4.7 and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 13, 2020, the Company filed the Certificate of Increase with the Secretary of State of Delaware, to effect an increase in the number of shares of preferred stock designated as Series C Preferred from 1,733,221 shares to 1,734,992 shares.

The Certificate of Increase is attached as Exhibit 3.1 and incorporated herein by reference.

On May 13, 2020, the Company also filed the Certificate of Designation to reflect the designation of the Series D Preferred.

The Certificate of Designation is attached as Exhibit 3.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

3.1	Certificate of Increase of Series C Senior Convertible Preferred Stock, filed May 13, 2020
3.2	Certificate of Designations of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions thereof of Series D Senior Convertible Preferred Stock, filed May 13, 2020
4.1	May 14, 2020 convertible promissory note payable to Golden Post Rail, LLC
4.2	May 14, 2020 form of convertible promissory note issued to the other parties listed on Exhibit A to the May 14, 2020 Note Purchase Agreement
4.3	May 14, 2020 common stock purchase warrant issued to Golden Post Rail LLC
4.4	May 14, 2020 form of common stock purchase warrant issued to the other parties listed on Exhibit A to the May 14, 2020 Note Purchase Agreement
4.5	Amendment to the June 30, 2015 Warrant issued to Golden Post Rail, LLC
4.6	May 13, 2020 common stock purchase warrant issued to Golden Post Rail LLC
4.7	May 14, 2020 Amended and Restated Registration Right Agreement between DynaResource, Inc. and Golden Post Rail, LLC
10.1	May 14, 2020 Note Purchase Agreement among DynaResource, Inc., Golden Post Rail, LLC, and the other parties listed on Exhibit A

_______________

* Filed herewith

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 20, 2020	DYNARESOURCE, INC.
	(Registrant)

	By: /s/ K.W. Diepholz
	Name: K.W. Diepholz
	Title: Chairman and CEO

Exhibit 3.1

CERTIFICATE OF INCREASE

SERIES C SENIOR CONVERTIBLE PREFERRED STOCK

DYNARESOURCE, INC.

(Pursuant to Section 151 of the General Corporation Law of the State of Delaware)

DynaResource, Inc. (the “Corporation”), a Delaware corporation, in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

That pursuant to the authority conferred upon the Board of Directors by the Amended and Restated Certificate of Incorporation, as amended, of the Corporation (the “Certificate of Incorporation”), the Board of Directors of the Corporation has adopted the following resolution increasing the number of authorized shares of the Series C Senior Convertible Preferred Stock of the Corporation:

RESOLVED: That pursuant to the authority expressly granted and vested in the Board of Directors of the Corporation in accordance with the provisions of its Certificate of Incorporation, the number of shares of the series of Preferred Stock of the Corporation designated as Series C Senior Convertible Preferred Stock be, and hereby is, increased from 1,733,221 shares to 1,734,992 shares; and that the appropriate officers of the Corporation be and hereby are authorized and directed in the name and on behalf of the Corporation to execute and file a Certificate of Increase with the Secretary of State of the State of Delaware increasing the number of shares constituting the Series C Senior Convertible Preferred Stock from 1,733,221 to 1,734,992 and to take any and all other actions deemed necessary or appropriate to effectuate this resolution.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Increase to be executed by its duly authorized officer on this 13th day of May, 2020.

	DYNARESOURCE, INC.

	By:
		Name: K.W. (“K.D.”) Diepholz
		Title: Chairman & CEO

Exhibit 3.2

CERTIFICATE OF DESIGNATIONS OF THE POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS OF PREFERRED STOCK AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF

SERIES D SENIOR CONVERTIBLE PREFERRED STOCK

for

DYNARESOURCE, INC.

DYNARESOURCE, INC., a Delaware corporation (the “Corporation”), pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, does hereby make this Certificate of Designations and does hereby state and certify that pursuant to the authority expressly vested in the Board of Directors of the Corporation (the “Board of Directors”) by the Amended and Restated Certificate of Incorporation of the Corporation (the “Amended and Restated Certificate of Incorporation”), the Board of Directors duly adopted the following resolutions, which resolutions remain in full force and effect as of the date hereof:

RESOLVED, that, pursuant to paragraph 3 of Article IV of the Amended and Restated Certificate of Incorporation, the Board of Directors hereby authorizes the issuance of, and fixes the designation and preferences and relative, participating, optional and other special rights, and qualifications, limitations and restrictions, of a series of Preferred Stock consisting of 3,000,000 shares (the “Series D Preferred Shares”), par value $0.0001 per share, to be designated “Series D Senior Convertible Preferred Stock”.

RESOLVED, that each of the Series D Preferred Shares shall rank equally in all respects and shall be subject to the following terms and provisions:

1. Certain Defined Terms. For purposes of this Certificate of Designations, the following terms shall have the following meanings:

(a) “Bloomberg” means Bloomberg Financial Markets.

(b) “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed.

(c) “Change in Control Transaction” will be deemed to exist if (i) there occurs any consolidation or merger of the Corporation with or into any other corporation or other entity or person (whether or not the Corporation is the surviving corporation), any other business combination, including without limitation a reorganization, recapitalization, share exchange, spin-off or scheme of arrangement, or any other transaction or series of related transactions in which in excess of 50% of the Corporation’s voting power is transferred through a merger, consolidation, tender offer or similar transaction, (ii) any person (as defined in Section 13(d) of the Exchange Act), together with its affiliates and associates (as such terms are defined in Rule 405 under the Securities Act), beneficially owns or is deemed to beneficially own (as described in Rule 13d-3 under the Exchange Act without regard to the 60-day exercise period) in excess of 50% of the Corporation’s voting power (provided, however, that if any person is immediately prior to the Initial Issuance Date a beneficial owner (as determined pursuant to Section 13(d) of the Exchange Act) of 40% or more of the Corporation’s Common Stock, it shall not be deemed to be a Change of Control Transaction if such person increases its beneficial ownership percentage by not more than ten (10) percentage points), (iii) a sale, lease, transfer or exclusive license or other disposition of all or substantially all of the assets of the Corporation (including its Subsidiaries), determined on a consolidated basis, (iv) the sale, lease, transfer, exclusive license or other disposition or encumbrance of any material mining concession of the Corporation or of any of the Corporation’s Subsidiaries, or (v) the transfer of 10% of the Corporation’s interests in any Subsidiary, either directly or indirectly, including but not limited to direct transfers, issuances by a Subsidiary to parties other than the Corporation, cancellation of outstanding securities or otherwise.

(d) “Common Shares” means fully paid, validly issued and non-assessable shares of Common Stock.

(e) “Common Stock” means the common stock, par value $0.01 per share, of the Corporation.

(f) “Common Stock Equivalent” means any rights, warrants or options to purchase or other securities convertible into or exchangeable or exercisable for, directly or indirectly, any (1) shares of Common Stock or (2) securities convertible into or exchangeable or exercisable for, directly or indirectly, shares of Common Stock.

(g) “Deemed Liquidation Event” means, unless the Required Holders elect otherwise by written notice sent to the Corporation at least three (3) days prior to the effective date of such event, (i) a Change in Control Transaction, (ii) a “going private” transaction under Rule 13e-3 promulgated pursuant to the Exchange Act, or (iii) a tender offer by the Corporation under Rule 13e-4 promulgated pursuant to the Exchange Act. The Holders shall be entitled to thirty (30) days’ prior written notice before the Corporation effects any of the transactions described in the foregoing subsections (i) through (iii). In the event a Change in Control Transaction occurs in which the Corporation is not a participant, the Corporation shall provide the Holders notice of such Change in Control Transaction as soon as possible after learning of the Change in Control Transaction, and such Change in Control Transaction will be a Deemed Liquidation Event unless the Required Holders elect otherwise by written notice sent to the Corporation within fifteen (15) days after the Corporation sends the Holders notice that such Change in Control Transaction has occurred.

(h) “DynaMexico Shares” means the Fixed Capital “Series A” Shares or the Variable Capital “Series B” Shares issued by DynaResource de Mexico S.A. de C.V., a Subsidiary of the Corporation.

(i) “DynaMexico Share Equivalent” means any rights, warrants or options to purchase or other securities convertible into or exchangeable or exercisable for, directly or indirectly, any (1) DynaMexico Shares or (2) securities convertible into or exchangeable or exercisable for, directly or indirectly, DynaMexico Shares.

(j) “Equity Security” means (i) any shares of capital stock of the Corporation, (ii) any rights, options, warrants or similar securities to subscribe for, purchase or otherwise acquire any shares of capital stock of the Corporation, and (iii) debt or other evidences of indebtedness, capital stock or other securities directly or indirectly convertible into or exercisable or exchangeable for any shares of capital stock of the Corporation.

(k) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(l) “Excluded Securities” means (i) shares of Common Stock or Common Stock Equivalents issued in the transactions contemplated by the Note, including pursuant to the Certificate of Designations or the Warrants, other than Common Stock Equivalents issued pursuant to the antidilution adjustment provisions in Section 3(b) or Section 3(c) of the Warrants, and (ii) any Equity Securities issued to a Holder pursuant to the preemptive rights under Section 9 of this Certificate of Designations.

(m) “Holder” means each holder of the Series D Preferred Shares.

(n) “Initial Issuance Date” means the date a Note is first issued by the Corporation pursuant to the Purchase Agreement.

(o) “Junior Securities” means the Common Stock, the Series A Preferred Stock, par value $0.0001 per share, the Series B Convertible Preferred Stock, par value $0.0001 per share and each other class or series of Equity Security of the Corporation (other than the Pari Passu Securities), the terms of which do not expressly provide that it ranks senior in preference or priority to or on parity, without preference or priority, with respect to the Series D Senior Convertible Preferred Stock as to dividend rights or rights upon a Liquidation Event.

(p) “Liquidation Event” means any Deemed Liquidation Event or any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary.

(q) “Maturity Date” means the date that is 5 years after the conversion in full of the Notes held by a majority in aggregate principal amount of the Notes, which majority shall include the Primary Investor for so long as the Primary Investor holds any Notes.

(r) “Note” or “Notes” means the Note(s) issued by the Corporation pursuant to the Purchase Agreement.

(s) “Pari Passu Securities” means the Series C Preferred Shares and each other security of the Corporation which expressly provides that it ranks on parity, without preference or priority, with respect to the Series D Preferred Shares as to dividend rights or rights upon a Liquidation Event.

(t) “Primary Investor” means Golden Post Rail, LLC, a Texas limited liability company, Matthew K. Rose and his heirs, or any charitable organization or foundation.

(u) “Purchase Agreement” means the Note Purchase Agreement, dated as of May 14, 2020, by and among the Corporation and the initial purchaser of the Note(s) and the Warrants thereunder.

(v) “Qualified Stockholders” means any Holder who is an “accredited investor” (within the meaning of Rule 501(a) promulgated by the SEC).

(w) “Required Holders” means the Holders of at least a majority of the aggregate Series D Preferred Shares then outstanding, which shall include the Primary Investor for so long as the Primary Investor holds any Series D Preferred Shares.

(x) “Restricted Change in Control Transaction” means any Change in Control Transaction (within the Corporation’s control to effect) in which the cash consideration to be paid to the Holders upon the consummation of such Change in Control Transaction is less than $2.00 per Series D Preferred Share (as adjusted for any stock dividends, splits, combinations and similar events) in immediately available funds, (i) before any earnout payments and (ii) net of any reserves for contingencies, such as an escrow, holdback contingency reserves or indemnification obligation including, for the avoidance of doubt, any Change in Control Transaction in which the cash consideration to be paid to the Holders is $0.

(y) “SEC” means the United States Securities and Exchange Commission.

(z) “Securities Act” means the Securities Act of 1933, as amended.

(aa) “Series C Preferred Shares” means the Series C Senior Convertible Preferred Stock, par value $0.0001 per share, of the Corporation.

(bb) “Subsidiary” shall have the meaning as set forth in the Purchase Agreement.

(cc) “Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any related penalty or interest).

(dd) “Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under this Certificate of Designations.

(ee) “Trading Day” means 9:30AM to 3:59PM on any day on which the shares of Common Stock are traded on a Trading Market, or, if the shares of Common Stock are not so traded, a Business Day.

(ff) “Trading Market” means the NYSE Amex Equities, the New York Stock Exchange or the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market.

(gg) “Transfer Agent” means Signature Stock Transfer, Inc., a Texas corporation, or such other person designated by the Corporation as the transfer agent for the shares of Common Stock.

(hh) “Warrants” shall have the meaning as set forth in the Purchase Agreement.

2. Designation. There is hereby created out of the authorized and unissued shares of preferred stock of the Corporation a series of preferred stock designated as the “Series D Senior Convertible Preferred Stock” (the “Preferred Stock”). The number of shares constituting such series shall be 3,000,000.

3. Cumulative Dividends.

(a) The Holders of the Series D Preferred Shares, in preference to the holders of Junior Securities, and on parity with any dividend on any Pari Passu Securities, shall be entitled to receive dividends payable in cash, but only out of funds that are legally available therefore, at the per share rate of four percent (4%) per annum of the Preferred Stock Original Purchase Price (as defined below) on each outstanding Series D Preferred Share. Such dividends shall accrue from day to day commencing on the issuance date of each such share on the basis of a 365-day year. Dividends on the Series D Preferred Shares will accrue whether or not the Corporation has earnings or profits, whether or not there are funds legally available for the payment of such dividends, and whether or not such dividends are declared, and such dividends shall be cumulative to the extent not actually paid. The Corporation shall take all actions necessary or advisable under applicable laws to permit the payment of dividends to the Holders of Series D Preferred Shares.

(b) So long as any Series D Preferred Shares are outstanding, the Corporation (i) shall not pay, declare or set aside funds for payment of any dividend (whether in cash or property), or make any other distribution on any Junior Securities, or purchase, redeem or otherwise acquire for value or set aside funds for the payment or redemption of any Junior Securities (except by conversion into or exchange for other Junior Securities), until full cumulative dividends as set forth in Section 3(a) above on the Series D Preferred Shares shall have been paid or declared and set apart and (ii) shall not pay, declare or set aside funds for payment of any dividend, or make any other distribution on any Pari Passu Security, or purchase, redeem or otherwise acquire for value or set aside funds for the payment or redemption of any Pari Passu Securities (except by conversion into or exchange for other Pari Passu Securities or the redemption of the Series C Preferred Stock following its Maturity Date), unless full cumulative dividends are declared and paid ratably on the Series D Preferred Shares.

(c) In the event dividends or distributions are paid on any Junior Securities, the Corporation shall pay an additional dividend or distribution on all outstanding Series D Preferred Shares in a per share amount equal (on an as-if-converted to Common Stock basis) to the amount paid or set aside for each share of Junior Securities. Payments under the preceding sentence shall be made concurrently with the dividend or distribution to the holders of the Junior Securities.

4. Liquidation Preference.

(a) In the event of any Liquidation Event, the Holders of the Series D Preferred Shares shall be entitled to receive pari passu with the Pari Passu Securities, on a pro rata basis, out of the assets of the Corporation available for distribution to stockholders (“Liquidation Funds”), prior and in preference to any distribution of any assets of the Corporation to the holders of Junior Securities, an amount equal to the sum of (i) the amount of $2.00 per share (the “Preferred Stock Original Purchase Price”) plus (ii) all accrued but unpaid dividends on each Series D Preferred Share, in each case as adjusted for any stock dividends, splits, combinations and similar events (the “Liquidation Preference”). If upon any such Liquidation Event, the Liquidation Funds shall be insufficient to pay the Holders of the Series D Preferred Shares and the holders of the Pari Passu Securities the full amount to which they shall be entitled, in the case of the Series D Preferred Shares, under this Section 4(a), the Holders of the Series D Preferred Shares and the holders of the Pari Passu Securities shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. The Liquidation Preference to be paid to the Holders of the Series D Preferred Shares under this Section 4(a) on a pari passu basis with the Pari Passu Securities shall be paid or set apart for payment before the payment or setting apart for payment of any amount for, or the distribution of any Liquidation Funds of the Corporation to the holders of Junior Securities in connection with a Liquidation Event. A Change in Control Transaction shall not, ipso facto, be deemed a Liquidation Event.

(b) After payment of the full amount of the Liquidation Preference, in the case of a Liquidation Event, the remaining assets of the Corporation available for distribution to its stockholders shall be distributed among the Holders of the Series D Preferred Shares, the Pari Passu Securities, the holders of Series A Preferred Stock, par value $0.0001 per share, and the holders of Common Stock, pro rata based on the number of shares held by each such Holder or holder, as applicable, treating for this purpose all Series D Preferred Shares as if they had been converted to Common Stock pursuant to the terms of this Certificate of Designations immediately prior to such Liquidation Event. The foregoing shall not limit any rights which Holders may have with respect to any requirement that the Corporation repurchase the Series D Preferred Shares or for any right to monetary damages.

5. Issuance of Series D Preferred Shares. The Series D Preferred Shares shall be issued by the Corporation pursuant to the Note(s).

6. Optional Conversion by the Holders. Each Holder shall have the right at any time and from time to time, at the option of such Holder and without the payment of additional consideration by the Holder, to convert all or any portion of the Series D Preferred Shares held by such Holder, for such number of Common Shares per each Series D Preferred Share, free and clear of any liens, claims or encumbrances, as is determined by dividing (i) the sum of (A) the Preferred Stock Original Purchase Price plus (B) any accrued but unpaid dividends on such Series D Preferred Share by (ii) the Conversion Price (as defined below) in effect on the Conversion Date (as defined below). Immediately following such conversion, the persons entitled to receive the Common Shares upon the conversion of Series D Preferred Shares shall be treated for all purposes as having become the owners of such Common Shares, subject to the rights provided herein to Holders. The term “Conversion Price” means $2.00 per share, subject to adjustment as provided herein.

(a) Delivery of Conversion Notice. To convert Series D Preferred Shares into Common Shares on any date (a “Conversion Date”), the Holder shall give written notice (a “Conversion Notice”) to the Corporation in the form of Exhibit A hereto (which Conversion Notice will be given by facsimile transmission, e-mail or other electronic means no later than 11:59 p.m. New York City Time on such date, and sent via overnight delivery no later than one (1) Trading Day after such date) stating that such Holder elects to convert the same and shall state therein the number of Series D Preferred Shares to be converted and the name or names in which such Holder wishes the certificate or certificates for Common Shares to be issued. If required by Section 11, as soon as possible after delivery of the Conversion Notice, such Holder shall surrender the certificate or certificates representing the Series D Preferred Shares being converted, duly endorsed, at the office of the Corporation.

(b) Mechanics of Conversion. The Corporation shall, promptly upon receipt of a Conversion Notice (but in any event not less than one (1) Trading Day after receipt of such Conversion Notice), (i) send, via facsimile, e-mail or other electronic means a confirmation of receipt of such Conversion Notice to such Holder and the Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein and (ii) on or before the third (3rd) Trading Day following the date of receipt by the Corporation of such Conversion Notice (the “Share Delivery Date”), credit such aggregate number of Common Shares to which the Holder shall be entitled to such Holder’s or its designee’s balance account with the Depository Trust Company (“DTC”) via its Deposit Withdrawal Agent Commission system. If the number of Series D Preferred Shares represented by the Preferred Stock certificate(s) delivered to the Corporation in connection with a Conversion Notice, to the extent required by Section 11 or to the extent otherwise requested by the Holder, is greater than the number of Series D Preferred Shares being converted, then the Corporation shall, as soon as practicable and in no event later than three (3) Business Days after receipt of such Preferred Stock certificate(s) and at its own expense, issue and deliver to the Holder a new Preferred Stock certificate representing the number of Series D Preferred Shares not converted. The person or persons entitled to receive the Common Shares issuable upon a conversion of Series D Preferred Shares shall be treated for all purposes as the record holder or holders of such Common Shares on the Conversion Date.

The Corporation’s obligation to issue Common Shares upon conversion of Series D Preferred Shares shall, except as set forth below, be absolute, is independent of any covenant of any Holder, and shall not be subject to: (i) any offset or defense; or (ii) any claims against the Holders of Series D Preferred Shares whether pursuant to this Certificate of Designations, the Purchase Agreement, the Note(s), the Warrants or otherwise, including, without limitation, any claims arising out of any selling or short-selling activity by Holders.

(c) Corporation’s Failure to Timely Convert. If the Corporation fails to cause the Transfer Agent by the Share Delivery Date to transmit to a Holder of Series D Preferred Shares the number of Common Shares to which such Holder is entitled upon such Holder’s conversion of Series D Preferred Shares, then in addition to all other available remedies which such Holder may pursue hereunder and under the Note or the Purchase Agreement (including indemnification pursuant to the terms thereof), the Corporation shall pay additional damages to such Holder for each day after the Share Delivery Date that such conversion is not timely effected in an amount equal to one percent (1%) of the product of (i) the sum of the number of Common Shares not issued to the Holder on or prior to the Share Delivery Date and to which such Holder is entitled pursuant to the applicable Conversion Notice and the terms of this Certificate of Designations, and (ii) the Closing Sale Price (as defined below) of the Common Stock on the Share Delivery Date, but in no event in excess of eighteen percent (18.0%). In addition to the foregoing, if on the Share Delivery Date, the Corporation shall fail to credit such Holder’s balance account with DTC, then such Holder will have the right to rescind the Conversion Notice. In addition to the foregoing and any other rights available to a Holder of Series D Preferred Shares, if the Corporation fails on or before the Share Delivery Date to cause the Transfer Agent to transmit to a Holder the number of Common Shares to which such Holder is entitled upon such Holder’s conversion of Series D Preferred Shares, and if after such date such Holder is required by its broker to purchase (in an open market transaction or otherwise), or such Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such Holder which such Holder anticipated receiving upon such exercise (a “Buy-In”), then the Corporation shall (A) pay in cash to such Holder the amount, if any, by which (x) such Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of shares of Common Shares that the Corporation was required to deliver to such Holder in connection with the exercise at issue by (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of such Holder, either allow such Holder to rescind the Conversion Notice or deliver to such Holder the number of Common Shares that would have been issued had the Corporation timely complied with its exercise and delivery obligations hereunder. For example, if a Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Series D Preferred Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence, the Corporation shall be required to pay such Holder $1,000. Such Holder shall provide the Corporation written notice indicating the amounts payable to such Holder in respect of the Buy-In and, upon request of the Corporation, evidence of the amount of such loss. Nothing herein shall limit any Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation’s failure to timely deliver Common Shares upon conversion of Series D Preferred Shares as required pursuant to the terms hereof.

The term “Closing Sale Price” means the last closing trade price for the Common Shares on the electronic bulletin board for the Common Shares as reported by Bloomberg, or, if the Common Shares become listed on a Trading Market, on such trading Market, of such security prior to 4:00 p.m., New York City Time, as reported by Bloomberg, or, if the foregoing do not apply or if no last trade price is reported for such security by Bloomberg, the highest bid price as reported on the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.) at the close of trading. If the Closing Sale Price cannot be calculated for the Common Shares on a particular date on any of the foregoing bases, the Closing Sale Price of the Common Shares on such date shall be the fair market value as mutually determined by the Corporation and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

(d) Adjustments to the Conversion Price.

(i) Adjustments for Stock Splits and Combinations. If the Corporation shall at any time or from time to time after the Initial Issuance Date effect a stock split of the outstanding Common Stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased. If the Corporation shall at any time or from time to time after the Initial Issuance Date, combine the outstanding shares of Common Stock, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section 6(d)(i) shall be effective at the close of business on the date the stock split or combination occurs.

(ii) Adjustments for Certain Dividends and Distributions. If the Corporation shall at any time or from time to time on or after the Initial Issuance Date make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in Common Shares then, and in each event, the applicable Conversion Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed, as of the close of business on such record date, by multiplying the applicable Conversion Price then in effect by a fraction:

(A) the numerator of which shall be the total number of Common Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and

(B) the denominator of which shall be the total number of Common Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of Common Shares issuable in payment of such dividend or distribution.

(iii) Adjustment for Other Dividends and Distributions. If the Corporation shall at any time or from time to time on or after the Initial Issuance Date make or issue or set a record date for the determination of holders of Common Stock entitled to receive a non-cash dividend or other distribution payable in securities or property other than Common Shares, then, and in each event, an appropriate revision to the applicable Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the Holders of Series D Preferred Shares shall receive upon conversions thereof, in addition to the number of Common Shares receivable thereon, the number of securities of the Corporation or other issuer (as applicable) or other property that they would have received had the Series D Preferred Shares been converted into Common Shares on the date of such event (provided, however, that, to the extent the right of a Holder of Series D Preferred Shares to participate in any such Distribution would result in such Holder of Series D Preferred Shares exceeding the Beneficial Ownership Limitation, then such Holder of Series D Preferred Shares shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any Common Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of such Holder of Series D Preferred Shares until such time, if ever, as its right thereto would not result in such Holder of Series D Preferred Shares exceeding the Beneficial Ownership Limitation).

(iv) Adjustments for Issuance of Additional Equity Securities of the Corporation. In the event the Corporation shall issue or sell any Common Stock or Common Stock Equivalents including, without limitation, (i) the issuance of Common Stock or Common Stock Equivalents in settlement or resolution (by judgment or otherwise) of any litigation or threatened litigation (other than (A) as provided in Section 6(d)(i) through (iii) or (B) Excluded Securities), and (ii) the issuance of Common Stock or Common Stock Equivalents to any Subsidiary after the Initial Issuance Date, or if, after any issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issued thereafter is amended or adjusted such that more shares of Common Stock are issuable under such Common Stock Equivalents, then the applicable Conversion Price upon each such issuance or amendment shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Conversion Price according to the following equation:

where:

A = the aggregate number of shares of Common Stock outstanding prior to the issuance (or immediately prior to such amendment or adjustment, as applicable) on a fully-diluted basis;

B = the number of new shares of Common Stock or Common Stock Equivalents issued (or effectively issued pursuant to such amendment or adjustment, as applicable), on a fully-diluted basis;

C = the aggregate number of shares of Common Stock into which all outstanding Series D Preferred Shares are convertible prior to the issuance; and

X = the number by which to multiply the Conversion Price in effect immediately prior to the issuance.

No adjustment shall be made under this Section 6(d)(iv) upon the issuance of any Additional Shares which are issued pursuant to the exercise, conversion or exchange rights under any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefore) pursuant to this Section 6(d)(iv).

For purposes of the foregoing, in the case of the sale or issuance of any Common Stock Equivalents or in the case that any Common Stock Equivalents are amended and adjusted as provided in this Section 6(d)(iv), the maximum number of Additional Shares issuable upon conversion, exchange or exercise of such Common Stock Equivalent shall be deemed to be outstanding at the time of such sale or issuance or amendment or adjustment, as the case may be, and no further adjustment shall be made to the Conversion Price upon the actual issuance of Additional Shares pursuant to the exercise, conversion or exchange of such Common Stock Equivalents.

In the event the Corporation shall issue or sell any shares of preferred stock of the Corporation that are not convertible into Common Stock, then an appropriate adjustment to the securities to be received upon conversion of the Series D Preferred Shares (by adjustments of the Conversion Price or otherwise) shall be made, as the Holders and the Corporation shall mutually agree.

Notwithstanding anything herein to the contrary, to the extent that a Holder of Series D Preferred Shares’ right to participate in any such issuance of any Common Stock or Common Stock Equivalents would result in such Holder of Series D Preferred Shares exceeding the Beneficial Ownership Limitation, then such Holder of Series D Preferred Shares shall not be entitled to participate in such issuance to such extent (or beneficial ownership of such shares of Common Stock as a result of such issuance to such extent) and such issuance to such extent shall be held in abeyance for such Holder of Series D Preferred Shares until such time, if ever, as its right thereto would not result in such Holder of Series D Preferred Shares exceeding the Beneficial Ownership Limitation).

(v) Certain Issues Excepted. There shall be no adjustment to the Conversion Price pursuant to Section 6(d)(iv) with respect to the sale or issuance of Excluded Securities.

(vi) Adjustments for Issuance of Additional Equity Securities of Subsidiary. In the event (i) the Corporation’s ownership of DynaMexico Shares shall decrease (by forfeiture or shifting of ownership or otherwise) or (ii) DynaResource de Mexico S.A. de C.V. (the “Mexican Subsidiary”) shall issue or sell any DynaMexico Shares or DynaMexico Share Equivalents to any person other than the Corporation, in each case including, without limitation, as a result of the settlement or resolution (by judgment or otherwise) of any litigation or threatened litigation, then the applicable Conversion Price upon each such decrease or issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Conversion Price according to the following equation:

where:

A = the aggregate number of shares of Common Stock outstanding prior to the change in ownership of the Mexican Subsidiary on a fully-diluted basis;

B = the aggregate number of shares of Common Stock into which all outstanding shares of Series D Preferred Stock are convertible prior to the change in ownership of the Mexican Subsidiary;

C = the number of shares in the Mexican Subsidiary held by the Corporation following the change in ownership of the Mexican Subsidiary;

D = the aggregate number of shares in the Mexican Subsidiary outstanding following the change in ownership of the Mexican Subsidiary;

E = the number of shares in the Mexican Subsidiary held by the Corporation prior to the change in ownership of the Mexican Subsidiary;

F = the aggregate number of shares in the Mexican Subsidiary outstanding prior to the change in ownership of the Mexican Subsidiary; and

X = the number by which to multiply the Conversion Price in effect immediately prior to the change in ownership of the Mexican Subsidiary; provided, however, that if X is less than or equal to zero (0), then X shall equal .001.

No adjustment shall be made under this Section 6(d)(vi) upon the issuance of any additional DynaMexico Shares which are issued pursuant to the exercise, conversion or exchange rights under any DynaMexico Share Equivalents, if any such adjustment shall previously have been made upon the issuance of such DynaMexico Share Equivalents (or upon the issuance of any warrant or other rights therefore) pursuant to this Section 6(d)(vi).

For purposes of the foregoing, in the case of the sale or issuance of any DynaMexico Share Equivalents or in the case that any DynaMexico Share Equivalents are amended and adjusted as provided in this Section 6(d)(vi), the maximum number of additional DynaMexico Shares issuable upon conversion, exchange or exercise of such DynaMexico Share Equivalents shall be deemed to be outstanding at the time of such sale or issuance or amendment or adjustment, as the case may be, and no further adjustment shall be made to the Conversion Price upon the actual issuance of additional DynaMexico Shares pursuant to the exercise, conversion or exchange of such DynaMexico Share Equivalents.

Notwithstanding anything herein to the contrary, to the extent that a Holder of Series D Preferred Shares’ right to participate in any such issuance of any DynaMexico Shares or DynaMexico Share Equivalents would result in such Holder of Series D Preferred Shares exceeding the Beneficial Ownership Limitation, then such Holder of Series D Preferred Shares shall not be entitled to participate in such issuance to such extent (or beneficial ownership of such DynaMexico Shares as a result of such issuance to such extent) and such issuance to such extent shall be held in abeyance for such Holder of Series D Preferred Shares until such time, if ever, as its right thereto would not result in such Holder of Series D Preferred Shares exceeding the Beneficial Ownership Limitation).

(e) Notice of Record Date. In the event of any taking by the Corporation of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, any security or right convertible into or entitling the holder thereof to receive additional Common Shares, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Corporation shall deliver to each Holder at least twenty (20) days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution, security or right and the amount and character of such dividend, distribution, security or right.

(f) Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued Common Stock, solely for the purposes of effecting the conversion and/or redemption of the Series D Preferred Shares, an amount of shares of Common Stock equal to 200% of the number of shares issuable upon conversion of the Series D Preferred Shares at the current Conversion Price (the “Required Reserve Amount”). If at any time while any of the Series D Preferred Shares remain outstanding the Corporation does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion and/or redemption of the Series D Preferred Shares at least a number of shares of Common Stock equal to the Required Reserve Amount (an “Authorized Share Failure”), then the Corporation shall promptly take all action necessary to increase the Corporation’s authorized shares of Common Stock to an amount sufficient to allow the Corporation to reserve the Required Reserve Amount for the Series D Preferred Shares then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days (or the lesser of (i) ninety (90) days if the proxy statement is reviewed by the staff of the SEC or (ii) ten (10) days after the staff of the SEC indicates that it has no further comments to such proxy statement) after the occurrence of such Authorized Share Failure (the “Meeting Outside Date”), the Corporation shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Corporation shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its Board of Directors to recommend to the stockholders that they approve such proposal. Notwithstanding the foregoing, if at such time of an Authorized Share Failure, the Corporation is able to obtain the necessary consent of the holders of its capital stock to approve the increase in the number of authorized shares of Common Stock, the Corporation may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule 14C.

(g) Fractional Shares. No fractional shares shall be issued upon the conversion of any Series D Preferred Shares. All Common Shares (including fractions thereof) issuable upon conversion of more than one Series D Preferred Share by a Holder thereof and all Series D Preferred Shares issuable upon the purchase thereof shall be aggregated for purposes of determining whether the conversion and/or purchase would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion and/or purchase would result in the issuance of a fraction of a share of Common Stock, the Corporation shall, in lieu of issuing any fractional share, either round up the number of shares to the next highest whole number or, at the Corporation’s option, pay the Holder otherwise entitled to such fraction a sum in cash equal to the fair market value of such fraction on the Conversion Date (as determined in good faith by the Board of Directors of the Corporation).

(h) Reorganization, Merger or Going Private. In case of any reorganization or any reclassification of the capital stock of the Corporation or any consolidation or merger of the Corporation with or into any other corporation or corporations or a sale or transfer of all or substantially all of the assets of the Corporation to any other person or a “going private” transaction under Rule 13e-3 promulgated pursuant to the Exchange Act, then, as part of such reorganization, consolidation, merger, or transfer if the holders of shares of Common Stock receive any publicly traded securities as part or all of the consideration for such reorganization, reclassification, consolidation, merger or sale, then it shall be a condition precedent of any such event or transaction that provision shall be made such that each Series D Preferred Share shall thereafter be convertible into such new securities at a conversion price and pricing formula which places the Holders of Series D Preferred Shares in an economically equivalent position as they would have been if not for such event. The Corporation shall give each Holder written notice at least ten (10) Trading Days prior to the consummation of any such reorganization, reclassification, consolidation, merger or sale.

(i) Certificate for Conversion Price Adjustment. The Corporation shall promptly furnish or cause to be furnished to each Holder a certificate prepared by the Corporation setting forth any adjustments or readjustments of the Conversion Price pursuant to this Section 6.

(j) Conversion Limitations. The Company shall not effect any conversion of Series D Preferred Shares, and a Holder of Series D Preferred Shares shall not have the right to convert any portion of its Series D Preferred Shares, pursuant to this Section 6, to the extent that after giving effect to such conversion as set forth in this Section 6, the Holder of Series D Preferred Shares (together with its Affiliates, and any other persons acting as a group together with such holder or any of its Affiliates (such persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Common Shares beneficially owned by the Holder of Series D Preferred Shares and its Affiliates and Attribution Parties shall include the number of Common Shares issuable upon conversion of any Series D Preferred Shares, but shall exclude the number of Common Shares which would be issuable upon exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder of Series D Preferred Shares or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(j), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by each Holder of Series D Preferred Shares that the Company is not representing to such Holder of Series D Preferred Shares that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder of Series D Preferred Shares is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(j) applies, the determination of whether the Series D Preferred Shares are convertible (in relation to other securities owned by the Holder of such Series D Preferred Shares together with any Affiliates and Attribution Parties) and of which portion of the Series D Preferred Shares is convertible shall be in the sole discretion of the Holder of such Series D Preferred Shares, and the submission of any Conversion Notice shall be deemed to be such Holder’s determination of whether the Series D Preferred Shares are convertible (in relation to other securities owned by such Holder together with its Affiliates and Attribution Parties) and of which portion of such Series D Preferred Shares is convertible, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(j), in determining the number of outstanding Common Shares, a Holder of Series D Preferred Shares may rely on the number of outstanding Common Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the SEC, as the case may be, (B) a more recent public announcement by the Company, or (C) a more recent written notice by the Company or transfer agent setting forth the number of Common Shares outstanding. Upon the written or oral request of a Holder of Series D Preferred Shares, the Company shall within one Business Day confirm orally and in writing to such Holder of Series D Preferred Shares the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including Series D Preferred Shares, held by such Holder and/or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of Common Shares outstanding immediately after giving effect to the conversion of Series D Preferred Shares for Common Shares. Each Holder of Series D Preferred Shares, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(j); provided, that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of Common Shares outstanding immediately after giving effect to the conversion of the Series D Preferred Shares held by such Holder of Series D Preferred Shares and the provisions of this Section 6(j) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(j) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of any Series D Preferred Shares.

7. Mandatory Repurchase. If any of the events set forth in clauses (i) through (iii) below shall have occurred or are continuing, each Holder shall have the unilateral option and right to compel the Corporation to repurchase for cash any or all of such Holder’s Series D Preferred Shares within three (3) days of a written notice requiring such repurchase (provided that no such written notice shall be required for clauses (ii) and (iii) below and such demand for repurchase shall be deemed automatically made upon the occurrence of any of the events set forth in such clauses (ii) and (iii) below), at an amount per share equal to the greater of: (i) the sum of (A) the Preferred Stock Original Purchase Price plus (B) all accrued but unpaid dividends on such Series D Preferred Share, in each case as adjusted for any stock dividends, splits, combinations and similar events, or (ii) an amount equal to the per share amount the Holders of Series D Preferred Shares would have received upon a theoretical Liquidation Event occurring at the time of the Holder’s exercise of the repurchase option pursuant to this Section 7 had such Holders converted their Series D Preferred Shares into Common Shares immediately preceding such theoretical Liquidation Event (such greater amount, the “Repurchase Price”):

(i) it is a date later than the Maturity Date;

(ii) the entry by a court having jurisdiction in the premises of (i) a decree or order for relief in respect of the Corporation or any Subsidiary of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (ii) a decree or order adjudging the Corporation or any Subsidiary as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Corporation or any Subsidiary under any applicable federal or state law or (iii) appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Corporation or any Subsidiary or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of sixty (60) consecutive days; or

(iii) the commencement by the Corporation or any Subsidiary of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Corporation or any Subsidiary in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Corporation or any Subsidiary or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Corporation or any Subsidiary in furtherance of any such action.

8. Voting Rights; Directors.

(a) Each Holder of Series D Preferred Shares shall be entitled to the number of votes equal to the number of Common Shares into which such Series D Preferred Shares could be converted and shall have voting rights and powers equal to the voting rights and powers of the Common Stock (except as otherwise expressly provided herein or as required by law, voting together with the Common Stock as a single class) and shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation. Fractional votes shall not, however, be permitted and any fractional voting rights resulting from the above formula (after aggregating all shares into which Series D Preferred Shares held by each Holder could be converted) shall be rounded down to the nearest whole number.

(b) The Board of Directors shall consist of no more than seven (7) members. If at any time the holders of Series C Preferred Shares do not have the right to elect a director or there are no Series C Preferred Shares outstanding, the Required Holders shall be entitled to elect one (1) member of the Board of Directors at each meeting or pursuant to each written consent of the Corporation’s stockholders for the election of directors, and to remove from office such director and to fill any vacancy caused by the resignation, death or removal of such director. The remaining directors shall be elected as provided in the Amended and Restated Certificate of Incorporation as in effect on the Initial Issuance Date.

(c) In addition to any other rights provided by law, except where the vote or written consent of the Holders of a greater number of shares is required by law or by another provision of the Amended and Restated Certificate of Incorporation, the affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the Required Holders, voting together as a single class, shall be required before the Corporation may:

(i) amend or repeal any provision of, or add any provision to, this Certificate of Designations, the Amended and Restated Certificate of Incorporation or bylaws, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series D Preferred Shares, regardless of whether any such action shall be by means of amendment to the Amended and Restated Certificate of Incorporation or by merger, consolidation or otherwise;

(ii) increase or decrease (other than by conversion) the authorized number of shares of Series D Preferred Shares (for the avoidance of doubt, the Corporation may increase or decrease the number of authorized shares of undesignated “blank check” preferred stock);

(iii) create or authorize (by reclassification or otherwise) any new class or series of shares that has a preference over or is on a parity with the Series D Preferred Shares with respect to dividends or the distribution of assets on a Liquidation Event;

(iv) declare or pay a dividend or other distribution with respect to any shares of the Corporation’s capital stock, including, without limitation, any Pari Passu Security and/or any Junior Security;

(v) purchase, repurchase or redeem any Junior Security;

(vi) whether or not prohibited by the terms of the Series D Preferred Shares, circumvent a right of the Series D Preferred Shares;

(vii) effect a Liquidation Event (other than a Change in Control Transaction);

(viii) enter into any contract or other arrangement to do any of the foregoing. In addition, so long as the Primary Investor holds any Series D Preferred Shares, except where the vote or written consent of the Holders of a greater number of shares is required by law or by another provision of the Amended and Restated Certificate of Incorporation, the affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the Required Holders, voting together as a single class, shall be required before the Corporation may effect a Restricted Change in Control Transaction; or

(ix) issue or authorize the issuance of any shares of Series D Preferred Stock to any entity or person, except to the extent such shares of Series D Preferred Stock are issued by the Company to any holder of the Notes (as defined in the Purchase Agreement) upon conversion of such Notes in accordance with their respective terms.

9. Preemptive Rights.

(a) Except for the issuance of Excluded Securities or pursuant to the conversion or exercise of any Equity Security outstanding on the Initial Issuance Date, if, following the Initial Issuance Date, the Corporation authorizes the issuance or sale of any Equity Securities to any person or entity (including any stockholder of the Corporation) (the “Offeree”), the Corporation shall first offer to sell to the Qualified Stockholders a portion of such Equity Securities equal to the quotient determined by dividing (1) the number of Common Shares held by such Qualified Stockholder at such time (which are not or would not be subject to vesting or repurchase in favor of the Corporation as of or prior to the consummation of such issuance or sale) on a fully-diluted and as-if converted basis, by (2) the total number of Common Shares then issued and outstanding immediately prior to such issuance on a fully-diluted and as-if converted basis. The Qualified Stockholders shall be entitled to purchase such Equity Securities at the same price as such Equity Securities are to be offered to the Offeree; provided that if the Offeree is required to also purchase other Equity Securities, the Qualified Stockholders shall also be required to purchase the same Equity Securities (at the same price) that the Offeree is required to purchase. The Qualified Stockholders electing to purchase their pro-rata share (“Participating Stockholders”) will take all necessary or desirable actions in connection with the consummation of the purchase transactions contemplated by this Section 9 as requested by the Board of Directors, including the execution of all agreements, documents and instruments in connection therewith in the form presented by the Corporation, so long as such agreements, documents and instruments do not require such Participating Stockholders to make more burdensome representations, warranties, covenants or indemnities than those required of the Offeree in the agreements, documents or instruments in connection with such transaction. If any Qualified Stockholder elects not to purchase any such securities, or not to purchase all of such Qualified Stockholder’s pro-rata portion, each other Qualified Stockholder who has elected to purchase all of such Qualified Stockholder’s full pro-rata portion (a “Fully Participating Stockholder”) shall be entitled to purchase an additional number of shares of such Equity Securities. If more than one Fully Participating Stockholder desires to purchase such Equity Securities in excess of the portion allocated to such Fully Participating Stockholder pursuant to the first sentence of this Section 9(a), then each such Fully Participating Stockholder shall be entitled to purchase up to all of such available Equity Securities. If there is an oversubscription in respect of such remaining Equity Securities, the oversubscribed amount shall be fully allocated among the Fully Participating Stockholders pro rata based on such Fully Participating Stockholders’ relative proportionate ownership of all Common Shares on a fully-diluted and as-if converted basis; provided, that, to the extent a Fully Participating Stockholder is entitled to oversubscription rights in respect of such Fully Participating Stockholder’s ownership of any shares of capital stock of the Corporation (other than Series D Preferred Shares), the oversubscription rights set forth in this Section 9(a) shall be deemed to include the oversubscription rights in respect of such other shares of capital stock of the Corporation and, satisfaction of the oversubscription rights set forth herein, shall be deemed satisfaction of the oversubscription rights in respect of such other shares of capital stock of the Corporation (it being understood, however, that for purposes of determining the Fully Participating Stockholder’s pro rata portion of the remaining Equity Securities, such other shares of capital stock of the Corporation entitled to oversubscription rights shall be included in the calculation of the numerator and denominator).

(b) In order to exercise its purchase rights hereunder, a Qualified Stockholder must, within fifteen (15) days after receipt of written notice from the Corporation describing the Equity Securities being offered, the purchase price thereof, the payment terms and such Qualified Stockholder’s percentage allotment, deliver a written notice to the Corporation describing its election hereunder (which election shall be absolute and unconditional).

(c) During the 90 days following the expiration of the offering period described above, the Corporation shall be entitled to sell such Equity Securities which the Qualified Stockholders have not elected to purchase to the Offeree at no less than the purchase price stated in the notice provided under Section 9(b) hereunder. Any Equity Securities proposed to be offered or sold by the Corporation to the Offeree after such 90-day period, or at a price not complying with the immediate preceding sentence, must be reoffered to the Qualified Stockholders pursuant to the terms of this Section 9 prior to any sale to the Offeree.

(d) Notwithstanding the foregoing, if the Board of Directors (with the prior approval of the Required Holders) determines that it should, in the best interests of the Corporation, issue Equity Securities of the Corporation which would otherwise be required to be offered to the Qualified Stockholders under this Section 9 prior to their issuance, it may issue such Equity Securities without first complying with this Section 9; provided that within sixty (60) days after such issuance, it offers each Qualified Stockholder the opportunity to purchase the number of shares of such Equity Securities that such Qualified Stockholder would be entitled to purchase pursuant to this Section 9.

10. Rank. The Series D Preferred Shares shall be of equal rank, without preference or priority, with respect to the Pari Passu Securities as to dividend rights or rights upon a Liquidation Event. All shares of Junior Securities shall be of junior rank to all Series D Preferred Shares with respect to the preferences as to dividends, distributions and payments upon a Liquidation Event. The rights of the shares of Junior Securities shall be subject to the preferences and relative rights of the Series D Preferred Shares. Without the prior express written consent of the Required Holders, the Corporation shall not hereafter authorize or issue additional or other capital stock that is of senior or pari-passu rank to the Series D Preferred Shares in respect of the preferences as to dividends and other distributions, amortization and redemption payments and payments upon Liquidation Event. The Corporation shall be permitted to issue preferred stock that is junior in rank to the Series D Preferred Shares in respect of the preferences as to dividends and other distributions, amortization and redemption payments and payments upon Liquidation Event, provided, that the maturity date (or any other date requiring redemption, repayment or any other payment, including, without limitation, dividends in respect of any such preferred shares) of any such junior preferred shares is not on or before ninety-one (91) days after the Maturity Date. In the event of the merger or consolidation of the Corporation with or into another corporation, the Series D Preferred Shares shall maintain their relative powers, designations and preferences provided for herein (except that the Series D Preferred Shares may not be pari passu with, or junior to, any capital stock of the successor entity) and no merger shall have a result inconsistent therewith.

11. Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversion or redemption of Series D Preferred Shares in accordance with the terms hereof, the Holder thereof shall not be required to physically surrender the certificate representing the Series D Preferred Shares to the Corporation unless (A) the full or remaining number of Series D Preferred Shares represented by the certificate are being converted or redeemed or (B) such Holder has provided the Corporation with prior written notice requesting reissuance of Series D Preferred Shares upon physical surrender of any Series D Preferred Shares. Each Holder and the Corporation shall maintain records showing the number of Series D Preferred Shares so converted or redeemed and the dates of such conversions or redemptions. Notwithstanding the foregoing, if Series D Preferred Shares represented by a certificate are converted or redeemed as aforesaid, a Holder may not transfer the certificate representing the Series D Preferred Shares unless such Holder first physically surrenders the certificate representing the Series D Preferred Shares to the Corporation, whereupon the Corporation will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Series D Preferred Shares represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledges and agrees that, by reason of the provisions of this paragraph, following conversion or redemption of any Series D Preferred Shares, the number of Series D Preferred Shares represented by such certificate will be less than the number of Series D Preferred Shares stated on the face thereof. Each certificate for Series D Preferred Shares shall bear the following legend:

ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES D SENIOR CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE. THE NUMBER OF SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES STATED ON THE FACE HEREOF PURSUANT TO THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES REPRESENTED BY THIS CERTIFICATE.

12. Taxes.

(a) Any and all payments made by the Corporation hereunder, including any amounts received on a conversion or redemption of the Series D Preferred Shares and any amounts on account of dividends or deemed dividends, must be made by it without any Tax Deduction, unless a Tax Deduction is required by law. If the Corporation is aware that it must make a Tax Deduction (or that there is a change in the rate or the basis of a Tax Deduction) in respect of any payment to any Holder, it must notify such Holder promptly.

(b) If a Tax Deduction for Taxes other than Excluded Taxes (as defined below) is required to be made by the Corporation with respect to any payment to any Holder, the amount of the payment made by the Corporation will be increased to an amount which (after making the Tax Deduction, including any Tax Deduction applicable to additional sums payable pursuant to this Section 12(b)) results in the receipt by such Holder of an amount equal to the payment which would have been due if no Tax Deduction had been required. If the Corporation is required to make a Tax Deduction, it must make any payment required in connection with that Tax Deduction within the time allowed by law. As soon as practicable after making a Tax Deduction or a payment required in connection with a Tax Deduction, the Corporation must deliver to the Holder any official receipt or form, if any, provided by or required by the taxing authority to whom the Tax Deduction was paid. “Excluded Taxes” means (a) Taxes imposed on or measured by the Holder’s net income (however denominated), and franchise Taxes imposed on the Holder (in lieu of net income Taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such Holder is a citizen or resident, under the laws of which such Holder is organized, in which the Holder’s principal office is located, or in which the Holder is otherwise doing business, (b) any branch profits Taxes imposed by the United States of America or any similar Tax imposed by any other jurisdiction in which the Corporation is located, (c) in the case of a non-US Holder, any withholding Tax that is imposed on amounts payable to such non-US Holder at the time such non-US Holder becomes a Holder (or at such time that such Holder changes its citizenship, residence, place of organization, principal office, or location where doing business) or is attributable to such non-US Holder’s failure or inability to comply with any applicable documentation requirements or to provide any documents or certifications that are reasonably requested by the Corporation, and (d) in the case of any Holder, any withholding Tax (including any backup withholding tax) that is imposed on amounts payable to such Holder that is attributable to such Holder’s failure or inability to comply with any applicable documentation requirements or to provide any documents or certifications that are reasonably requested by the Corporation.

(c) In addition, the Corporation agrees to pay in accordance with applicable law any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or in connection with the execution, delivery, registration or performance of, or otherwise with respect to, the Series D Preferred Shares other than income taxes (“Other Taxes”). As soon as practicable after making a payment of Other Taxes, the Corporation must deliver to such Holder any official receipt or form, if any, provided by or required by the taxing authority to whom such Other Taxes were paid.

(d) The obligations of the Corporation under this Section 12 shall survive the Maturity Date of the Series D Preferred Shares and the payment for the Series D Preferred Shares and all other amounts payable hereunder.

13. Notices. The Corporation shall distribute to the Holders of Series D Preferred Shares copies of all notices, materials, annual and quarterly reports, proxy statements, information statements and any other documents distributed generally to the holders of shares of Common Stock of the Corporation, at such times and by such method as such documents are distributed to such holders of such Common Stock.

14. Replacement Certificates. The certificate(s) representing the Series D Preferred Shares held by any Holder may be exchanged by such Holder at any time and from time to time for certificates with different denominations representing an equal aggregate number of Series D Preferred Shares, as reasonably requested by such Holder, upon surrendering the same. No service charge will be made for such registration or transfer or exchange.

15. Attorneys’ Fees. In connection with enforcement by a Holder of any obligation of the Corporation hereunder, the prevailing party shall be entitled to recovery of reasonable attorneys’ fees and expenses incurred.

16. No Reissuance. No Series D Preferred Shares acquired by the Corporation by reason of redemption, purchase, conversion or otherwise shall be reissued. Series D Preferred Shares issued and reacquired by the Corporation, whether upon redemption, conversion or otherwise, shall have the status of authorized and unissued undesignated shares of “blank check” preferred stock.

17. Severability of Provisions. If any right, preference or limitation of the Series D Preferred Shares set forth in this Certificate of Designations (as this Certificate of Designations may be amended from time to time) is invalid, unlawful or incapable of being enforced by reason of any rule or law or public policy, all other rights, preferences and limitations set forth in this Certificate of Designations, which can be given effect without the invalid, unlawful or unenforceable right, preference or limitation shall nevertheless remain in full force and effect, and no right, preference or limitation herein set forth shall be deemed dependent upon any such other right, preference or limitation unless so expressed herein.

18. Limitations. Except as may otherwise be required by law and as may be set forth in the Purchase Agreement and/or the Note, the Series D Preferred Shares shall not have any powers, preference or relative participating, optional or other special rights other than those specifically set forth in this Certificate of Designations (as may be amended from time to time) or otherwise in the Amended and Restated Certificate of Incorporation.

19. Payments. Any payments required to be made to the Holders in cash hereunder, shall be made by wire transfer of immediately available funds.

****

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designations to be executed by a duly authorized officer of the Corporation as of May 13, 2020.

	DynaResource, Inc.

	By:
		Name: K.W. (“K.D.”) Diepholz
		Title: Chairman & CEO

Certificate of Designations Signature Page

EXHIBIT A

(To be Executed by Holder

in order to Convert Series D Preferred Shares)

CONVERSION NOTICE

FOR

SERIES D SENIOR CONVERTIBLE PREFERRED STOCK

The undersigned, as a holder (“Holder”) of shares of Series D Senior Convertible Preferred Stock (“Series D Preferred Shares”) of DynaResource, Inc. (the “Corporation”), hereby irrevocably elects to convert _____________ Series D Preferred Shares for shares (“Common Shares”) of common stock, par value $0.01 per share, of the Corporation according to the terms and conditions of the Certificate of Designations for the Series D Preferred Shares as of the date written below. The undersigned hereby requests the Common Shares to be issued pursuant to this Conversion Notice in the name of, and delivered via Deposit Withdrawal Agent Commission system to, the undersigned or its designee as indicated below. No fee will be charged to the Holder of Series D Preferred Shares for any conversion. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Certificate of Designations.

Conversion Date: __________________________

Conversion Information: NAME OF HOLDER:

	By:
	Print Name:
	Print Title:

	Print Address of Holder:
	______________________________________
	______________________________________
	DWAC Instructions:
	_________________________________________________________________
	_________________________________________________________________

If Common Shares are to be issued to a person other than Holder, Holder’s signature must be guaranteed below:

SIGNATURE GUARANTEED BY:

THE COMPUTATION OF NUMBER OF COMMON SHARES TO BE RECEIVED IS SET FORTH ON PAGE 2 OF THE CONVERSION NOTICE.

Page 2 to Conversion Notice dated	___________________	for:	_______________________________
	(Conversion Date)		(Name of Holder)

COMPUTATION OF NUMBER OF COMMON SHARES TO BE RECEIVED

Number of Series D Preferred Shares converted:	_______________
Number of Series D Preferred Shares converted times the Preferred Stock Original Purchase Price:	$_____________ (Total dollar amount converted)
Conversion Price in effect on the Conversion Date:	$______________
Total dollar amount converted divided by Conversion Price =	_______________ (Number of Common Shares to be issued)

Please issue and deliver _____ certificate(s) for Common Shares in the following amount(s):

Page 1 to Conversion Notice

Exhibit 4.1

THIS NOTE AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF IN VIOLATION OF SECURITIES LAWS. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

CONVERTIBLE PROMISSORY NOTE

US $2,500,000

May ___, 2020

No. 1

FOR VALUE RECEIVED, DynaResource, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of Golden Post Rail, LLC, a Texas limited liability company (the “Holder”), or its assigns, the aggregate principal sum of Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00), together with interest on the unpaid principal balance of this convertible promissory note (this “Note”) at a simple interest rate equal to ten percent (10%) (computed on the basis of the actual number of days elapsed in a 365-day year) per annum, paid quarterly. Interest shall accrue from the date hereof and shall continue to accrue on the outstanding principal balance of this Note until paid in full or converted. Except as expressly provided herein, all payments of principal and interest by the Company under this Note shall be made in United States dollars in immediately available funds to an account specified by the Holder. Payment shall be credited first to the accrued interest then due and payable and the remainder applied to principal.

This Note is one of a series of Notes (collectively, the “Notes”) that may be purchased pursuant the Purchase Agreement (as defined below). This Note is a secured obligation of the Company pursuant to the terms of the Pledge Agreement (as defined below).

1. Definitions. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein. Unless the context otherwise requires, when used herein the following terms shall have the meaning indicated:

“Affiliate” means with respect to any person or entity, any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with such person or entity, as the case may be.

“Common Stock” means the Company’s common stock, par value $0.01 per share.

“Conversion Price” means $2.00 per share of Conversion Shares.

“Company Sale” means (a) a sale by the Company of all or substantially all of its assets, (b) a merger of the Company with or into another entity (if after such merger the holders of a majority of the Company’s voting securities immediately prior to the transaction do not hold a majority of the voting securities of the successor entity) or (c) the transfer of more than 50% of the Company’s voting securities to a person or group, other than in connection with a bona fide equity financing.

“Conversion Shares” means shares of a new class of preferred stock of the Company issued to the Holder, that is pari passu to the Series C Preferred Stock and having the same rights, privileges, preferences and restrictions as the shares of Series C Preferred Stock (including, but not limited to, the same anti-dilution protections of the Series C Preferred Stock), other than with respect to: (i) the per share liquidation preference; and (ii) the conversion price for purposes of price-based anti-dilution protection and/or conversion into Common Stock, which will be equal to the Conversion Price.

“Maturity Date” means May 14, 2022.

“Outstanding Balance” means all Outstanding Principal Amount and any accrued and unpaid interest due thereon.

“Outstanding Principal Amount” means all outstanding principal under the Note.

“Person” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

“Pledge Agreement” means the Pledge Agreement, dated as of May 14, 2020, as such agreement may be amended from time to time, by and among the Company, the Holder and K.D. Diepholz.

“Purchase Agreement” means the Note Purchase Agreement, dated as of May 14, 2020, as such agreement may be amended from time to time, by and among the Company, the Holder and the other “Purchasers” defined therein, pursuant to which the Company issues and sells the Notes (including this Note).

“SEC Rule 144” means Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Series C Preferred Stock” means the Series C Preferred Stock of the Company, par value $0.0001 per share.

“Transaction Documents” means, collectively, the Notes, the GPR Warrant, the Pledge Agreement, and the Purchase Agreement.

2. Purchase Agreement; Transfer.

(a) This Note is subject to the terms and conditions of, and entitled to the benefit of, the provisions of the Purchase Agreement.

(b) Subject to the restrictions on transfer described in the Purchase Agreement, the rights and obligations of the Company and Holder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

(c) From and after the date hereof and through and including the Maturity Date, subject to the satisfaction of the conditions in this Section 2(c), the principal amount under the Note will be advanced by Holder in minimum amounts of $62,500 to pay amounts specified in a Draw Request (as defined below) received and approved by Holder. All advances under this Note are subject to satisfaction of the following conditions:

(i) the Company shall have used the proceeds of any prior Draw Requests in accordance with the Draw Summary and the Budget attached to the Purchase Agreement;

(ii) the Company shall have delivered to Holder a draw request in form and substance acceptable to Holder (and, for the avoidance of doubt, Holder shall be satisfied with the use of proceeds set forth therein) (including, without limitation, the purpose of the draw request) in accordance with Section 1.6 of the Purchase Agreement (a “Draw Request”);

(iii) the Company shall certify that (A) any proceeds advanced under this Note to the Company in connection with previous Draw Requests have been used by the Company in accordance with Section 1.6 of the Purchase Agreement, including, without limitation, the Draw Summary and the Budget, in each case, attached to the Purchase Agreement, and (B) the proceeds advanced under this Note to the Company in connection with the Draw Request such certification is being delivered with will be used by the Company in accordance with Section 1.6 of the Purchase Agreement, including, without limitation, the Draw Summary and the Budget, in each case, attached to the Purchase Agreement;

(iv) such Draw Request shall be signed by K.D. Diepholz and Rene Mladosich;

(v) as of the date such Draw Request is delivered and as of the funding date of such advance, no event shall have occurred and be continuing or would result from the making of such advance that would constitute a Event of Default or that with notice or lapse of time, or both, would constitute an Event of Default;

(vi) as of the date such Draw Request is delivered and as of the funding date of such advance, the representations and warranties contained herein and in the other Transaction Documents shall be true and correct on and as of each such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct on and as of such earlier date; and

(vii) after giving effect to such advance, the Outstanding Principal Amount of this Note shall not exceed $2,500,000 (the “Maximum Amount”).

In no event shall the Company submit a Draw Request more than one (1) time in any calendar month. With respect to all amounts advanced pursuant to a Draw Request that are used to pay third-party contractors or vendors, the Company shall promptly (but no later than 48 hours following payment of such third-party contractors or vendors, as applicable) submit to Holder written evidence that such contractor or vendor has received the amounts specified in such Draw Request. Notwithstanding anything to the contrary in this Note, the obligation of Holder to advance any funds pursuant to this Section 2 shall not exceed, in the aggregate, 50% of the Maximum Amount of this Note unless the Company obtains the Shareholder Approval (as defined in the Purchase Agreement) by the Shareholder Meeting Deadline (as defined in the Purchase Agreement). For the avoidance of doubt, in the event the Company is unable to obtain the Shareholder Approval by the Shareholder Meeting Deadline and file the Charter Amendments (as defined in the Purchase Agreement) within one (1) business day thereafter, such failure shall constitute an Event of Default hereunder and Holder shall not be required to advance any other funds to the Company pursuant to this Section 2.

(d) The Company shall have the right to redeem this Note at a purchase price equal to the Outstanding Balance as of the date of redemption (the “Option”); provided, that, the Option may be exercised by the Company solely to the extent (i) such redemption by the Company of this Note is on a pari passu basis with the Notes of all other holders of Notes, (ii) to the extent the Option is exercised prior to the first year anniversary of the date hereof, the purchase price shall be increased by an amount equal to (A) the product of (1) the Outstanding Principal Amount, multiplied by (2) 10%, less (B) any accrued but unpaid interest as of the date of the redemption (the “Premium”), and (iii) the Company delivers notice to the Holder pursuant to the provisions of Section 8.5 of the Purchase Agreement, and the Holder shall have 10 business days from receipt thereof to elect to convert such Note into Conversion Shares pursuant to Section 4(b) of the Note in lieu of having such Note redeemed by the Company. Upon exercise of the Option, the Company shall deliver to the Holder or its designated Affiliate the purchase price as increased by clause (ii) of this Section 2(d) and the Holder, upon receipt of such purchase price, shall return to the Company the original copy of this Note. The Company shall mark this Note received from the Holder in connection with its exercise of the Option as “cancelled”.

(e) For so long as Holder holds any Notes, the Company shall not issue any shares of Series D Preferred Stock to any Person (other than the Holder of this Note or the holders of any other Notes issued under the Purchase Agreement upon conversion of such Notes in accordance with their respective terms) without the prior written consent of the Requisite Holders.

3. Payment of Principal and Interest; Prepayment.

(a) Interest on this Note shall accrue from the date hereof and be payable, in arrears, on March 31, June 30, September 30 and December 31 of each calendar year, and the Outstanding Balance shall be payable, in arrears, upon demand by the Holder at any time on or after the Maturity Date, unless prepaid pursuant to Section 3(b) hereof or earlier converted pursuant to Section 4 hereof.

(b) The Company shall not prepay all or any portion of the principal amount or accrued but unpaid interest on any of the Notes without the prior written consent of the Requisite Holders (as defined below); provided, that, any such permitted prepayment shall be applied ratably and proportionately on all outstanding Notes on the basis of the original principal amount of outstanding Notes and made in accordance with Section 9 hereof.

4. Conversion.

(a) Voluntary Conversion at Company Sale. In the event that prior to the repayment in full of this Note or conversion of this Note in accordance with its terms, there is a Company Sale, the Holder, at the Holder’s sole discretion, shall either (i) be repaid the accrued but unpaid interest under this Note, plus 1.25 times the Outstanding Principal Amount, in cash or (ii) convert the Oustanding Balance of this Note into Conversion Shares at a price per share equal to the Conversion Price; provided, that any payment or conversion of the Note pursuant to this Section 4(a) shall occur immediately prior to consummation of the Company Sale.

(b) Voluntary Conversion. At any time for so long as the Note remains outstanding, the Holder, at the Holder’s sole option, may elect to convert the Outstanding Balance into Conversion Shares at a price per share equal to the Conversion Price. In the event the Holder wishes to convert this Note upon the Maturity Date, then the Holder shall notify the Company thereof at least three (3) days prior to the Maturity Date and the Company, upon receipt of such notice, shall not repay the Note or any portion of the Note on the Maturity Date and shall instead take such actions as necessary to cause the conversion thereof.

(i) Upon conversion of this Note, the Note will be deemed fully satisfied and discharged and the Company will automatically be released from all of its obligations and liabilities hereunder; and

(ii) No fractional shares of the Company’s Conversion Shares will be issued upon conversion of this Note. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company will pay to the Holder in cash the amount of the unconverted Outstanding Balance that would otherwise be converted into such fractional share. Upon conversion of this Note pursuant to this Section 4, the Holder shall surrender this Note, duly endorsed, at the principal offices of the Company or any transfer agent of the Company. The Company will, at its expense, as soon as practicable thereafter, issue and deliver to the Holder, at Holder’s principal office, a certificate or certificates for the securities to which the Holder is entitled upon such conversion, together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable as described herein.

5. Event of Default. The occurrence of any of following events shall constitute an “Event of Default” hereunder:

(a) The failure of the Company to pay any amounts due under the Notes or any of the other Transaction Documents when due;

(b) Any representation or warranty of the Company in the Transaction Documents is incorrect in any material respect;

(c) The Company’s failure to perform any of the covenants, agreements or obligations set forth in the Transaction Documents and such failure shall continue for ten (10) business days after the Company’s receipt of written notice to the Company of such failure;

(d) (i) the filing of a petition in bankruptcy or under any similar insolvency law by the Company, (ii) the making of an assignment for the benefit of creditors, including execution by the Company of a general assignment for the benefit of creditors, (iii) the filing by or against the Company of a petition in bankruptcy or under any similar insolvency law or any petition for relief under the federal bankruptcy act or the continuation of such petition without dismissal for a period of 90 days or more, or (iv) the dissolution of the Company;

(e) the failure of the Company to obtain the Shareholder Approval by the Shareholder Meeting Deadline and file the Charter Amendments within one (1) business day thereafter; or

(f) the failure of the Company to pay and discharge in full any amounts due and owing to Breen Lyden on or prior to December 31, 2020, pursuant to that certain convertible promissory note, dated April 1, 2013 (as amended from time to time).

Upon the occurrence of any Event of Default under clause (d) above, the Outstanding Balance shall become immediately due and payable, and upon any other Event of Default, the Outstanding Balance shall become due and payable upon election of the Holder. Upon the occurrence of any Event of Default, the Holder may, in addition to declaring all amounts due hereunder to be immediately due and payable, pursue any available remedy, whether at law or in equity.

6. Notice of Company Sale. The Holder shall be entitled to ten (10) business days’ prior written notice from the Company of any Company Sale.

7. Amendments in Writing; Waiver. Any term of this Note may be amended, modified or waived upon the written consent of the Company and the holders of a majority in aggregate principal amount of the Notes, which majority shall include Holder for so long as Holder holds any Notes (collectively, the “Requisite Holders”). No such waiver or consent in any one instance shall be construed to be a continuing waiver or a waiver in any other instance unless it expressly so provides. No delay or omission on the part of the Holder in exercising any right under this Note shall operate as a waiver of such right or of any other right of the Holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion.

8. No Rights as a Stockholder. This Note does not by itself entitle the Holder to any voting rights or other rights as a stockholder of the Company. In the absence of conversion of this Note, no provisions of this Note, and no enumeration herein of the rights or privileges of the Holder, shall cause the Holder to be a stockholder of the Company for any purpose.

9. Ranking. The Notes shall rank equally without preference or priority of any kind over one another, and all payments on account of principal and interest with respect to any of the Notes shall be applied ratably and proportionately on all outstanding Notes on the basis of the original principal amount of outstanding Notes. While the Notes are outstanding, the Company shall not issue any convertible debt security that is, or amend any existing convertible indebtedness such that it is, senior or pari passu to the Notes in right of payment without the Requisite Holders’ prior written consent.

10. Waivers. The Company hereby forever waives presentment, demand, presentment for payment, protest, notice of protest, notice of dishonor of this Note and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note.

11. Costs. In the event any party is required to engage the services of any attorneys for the purpose of enforcing this Note, or any provision thereof, the prevailing party shall be entitled to recover its reasonable expenses and costs in enforcing this Note, including attorneys’ fees.

12. Counterparts. This Note may be executed in any number of counterparts, each of which will be deemed to be an original and all of which together will constitute a single agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Note effective as of the date first above written.

	COMPANY:
		DYNARESOURCE, INC.
Date	By:
	Name:
	Title:

	Address:	222 W. Las Colinas Blvd. Suite 1910 North Tower Irving, TX 75039

IN WITNESS WHEREOF, the parties have executed this Note effective as of the date first above written.

HOLDER:

GOLDEN POST RAIL, LLC

By: _________________________

Name:

Title:

Signature Page to Convertible Promissory Note

Exhibit 4.2

CONVERTIBLE PROMISSORY NOTE

US $_________

May ___, 2020

No. __

FOR VALUE RECEIVED, DynaResource, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of ____________ (the “Holder”), or its assigns, the aggregate principal sum of Fifty Thousand Dollars ($_________.00), together with interest on the unpaid principal balance of this convertible promissory note (this “Note”) at a simple interest rate equal to ten percent (10%) (computed on the basis of the actual number of days elapsed in a 365-day year) per annum, paid quarterly. Interest shall accrue from the date hereof and shall continue to accrue on the outstanding principal balance of this Note until paid in full or converted. Except as expressly provided herein, all payments of principal and interest by the Company under this Note shall be made in United States dollars in immediately available funds to an account specified by the Holder. Payment shall be credited first to the accrued interest then due and payable and the remainder applied to principal.

This Note is one of a series of Notes (collectively, the “Notes”) that may be purchased pursuant the Purchase Agreement (as defined below).

“Common Stock” means the Company’s common stock, par value $0.01 per share.

“Conversion Price” means $2.00 per share of Conversion Shares.

“Maturity Date” means May __, 2022.

“Outstanding Balance” means all Outstanding Principal Amount and any accrued and unpaid interest due thereon.

“Outstanding Principal Amount” means all outstanding principal under the Note.

“Purchase Agreement” means the Note Purchase Agreement, dated as of May ___, 2020, as such agreement may be amended from time to time, by and among the Company, the Holder and the other “Purchasers” defined therein, pursuant to which the Company issues and sells the Notes (including this Note).

“SEC Rule 144” means Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Series C Preferred Stock” means the Series C Preferred Stock of the Company, par value $0.0001 per share.

“Transaction Documents” means, collectively, the Notes, the Warrants, and the Purchase Agreement.

2. Purchase Agreement; Transfer.

(a) This Note is subject to the terms and conditions of, and entitled to the benefit of, the provisions of the Purchase Agreement.

(c) The Company shall have the right to redeem this Note at a purchase price equal to the Outstanding Balance as of the date of redemption (the “Option”); provided, that, the Option may be exercised by the Company solely to the extent (i) such redemption by the Company of this Note is on a pari passu basis with the Notes of all other holders of Notes, (ii) to the extent the Option is exercised prior to the first year anniversary of the date hereof, the purchase price shall be increased by an amount equal to (A) the product of (1) the Outstanding Principal Amount, multiplied by (2) 10%, less (B) any accrued but unpaid interest as of the date of the redemption (the “Premium”), and (iii) the Company delivers notice to the Holder pursuant to the provisions of Section 8.5 of the Purchase Agreement, and the Holder shall have 10 business days from receipt thereof to elect to convert such Note into Conversion Shares pursuant to Section 4(b) of the Note in lieu of having such Note redeemed by the Company. Upon exercise of the Option, the Company shall deliver to the Holder or its designated Affiliate the purchase price as increased by clause (ii) of this Section 2(d) and the Holder, upon receipt of such purchase price, shall return to the Company the original copy of this Note. The Company shall mark this Note received from the Holder in connection with its exercise of the Option as “cancelled”.

(d) For so long as Golden Post Rail, LLC, a Texas limited liability company (“GPR”) holds any Notes, the Company shall not issue any shares of Series D Preferred Stock to any Person (other than the Holder of this Note or the holders of any other Notes issued under the Purchase Agreement upon conversion of such Notes in accordance with their respective terms) without the prior written consent of the Requisite Holders.

3. Payment of Principal and Interest; Prepayment.

4. Conversion.

(a) Voluntary Conversion at Company Sale. In the event that prior to the repayment in full of this Note or conversion of this Note in accordance with its terms, there is a Company Sale, the Holder, at the Holder’s sole discretion, shall either (i) be repaid the accrued but unpaid interest under this Note, plus 1.25 times the Outstanding Principal Amount, in cash or (ii) convert the Outstanding Balance of this Note into Conversion Shares at a price per share equal to the Conversion Price; provided, that any payment or conversion of the Note pursuant to this Section 4(a) shall occur immediately prior to consummation of the Company Sale.

(i) Upon conversion of this Note, the Note will be deemed fully satisfied and discharged and the Company will automatically be released from all of its obligations and liabilities hereunder; and

5. Event of Default. The occurrence of any of following events shall constitute an “Event of Default” hereunder:

(a) The failure of the Company to pay any amounts due under the Notes or any of the other Transaction Documents when due;

(b) Any representation or warranty of the Company in the Transaction Documents is incorrect in any material respect;

6. Notice of Company Sale. The Holder shall be entitled to ten (10) business days’ prior written notice from the Company of any Company Sale.

7. Amendments in Writing; Waiver. Any term of this Note may be amended, modified or waived upon the written consent of the Company and the holders of a majority in aggregate principal amount of the Notes, which majority shall include GPR for so long as GPR holds any Notes (collectively, the “Requisite Holders”). No such waiver or consent in any one instance shall be construed to be a continuing waiver or a waiver in any other instance unless it expressly so provides. No delay or omission on the part of the Holder in exercising any right under this Note shall operate as a waiver of such right or of any other right of the Holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion.

12. Counterparts. This Note may be executed in any number of counterparts, each of which will be deemed to be an original and all of which together will constitute a single agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Note effective as of the date first above written.

	COMPANY:
		DYNARESOURCE, INC.
	By:
	Name:
	Title:

	Address:	222 W. Las Colinas Blvd. Suite 1910 North Tower Irving, TX 75039

IN WITNESS WHEREOF, the parties have executed this Note effective as of the date first above written.

HOLDER:

_________

By: ________

Name: _________

Signature Page to Convertible Promissory Note

Exhibit 4.3

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

COMMON STOCK PURCHASE WARRANT

DYNARESOURCE, INC.

Warrant Shares: 783,975

Initial Issuance Date: May __, 2020

THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, GOLDEN POST RAIL, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Issuance Date”) and on or prior to the close of business on the 10-year anniversary of the Initial Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from DYNARESOURCE, INC., a Delaware corporation (the “Company”), up to 783,975 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

This Warrant is issued pursuant to the terms of that certain Note Purchase Agreement, dated as of May 14, 2020 (the “Purchase Agreement”).

Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.

Section 2. Exercise of Warrant.

(a) Manner of Exercise.

(i) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Issuance Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the Warrant Register (as defined below) of the Company) of a duly executed facsimile or electronic copy of the Notice of Exercise in the form attached hereto as Exhibit A and within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company, the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and this Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two (2) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

“Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (A) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (“Bloomberg”) (based on a Trading Day from 9:30:01 a.m. (New York City time) to 4:00:00 p.m. (New York City time)), (B) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (C) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (D) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“Business Day” shall mean any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are in fact closed.

“Trading Day” shall mean 9:30 a.m. to 3:59 p.m. on any day on which the Common Stock is traded on the over-the-counter market on the electronic bulletin board or a securities exchange, or, if the Common Stock is not so traded, a Business Day.

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).

“VWAP” shall mean the dollar volume-weighted average price for the Common Stock on the over-the-counter market on the electronic bulletin board, or if the Common Stock becomes listed on an exchange, such exchange, during the period beginning at 9:30:01 a.m., New York City time, and ending at 4:00:00 p.m., New York City time, as reported by Bloomberg. If the VWAP cannot be calculated for the Common Stock on such date on the foregoing basis, the VWAP of the Common Stock on such date shall be the last reported closing sales price for such date. All such determinations shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions during the relevant period.

(b) Exercise Price. The exercise price per Warrant Share under this Warrant shall be $0.01, subject to adjustment hereunder (the “Exercise Price”).

(c)

Cashless Exercise.

(i) This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive, and the Company shall issue to such Holder, a number of Warrant Shares computed using the following formula:

X = Y (A - B)

Where:

X = The number of Warrant Shares to be issued to the Holder upon exercise of this Warrant.

Y = The number of Warrant Shares with respect to which this Warrant is being exercised (at the date of such calculation).

A = The fair market value of one share of Common Stock (at the date of such calculation).

B = The Exercise Price (as adjusted to the date of such calculation).

(ii) For purposes of this Section 2(c), the fair market value of one share of Common Stock on the date of calculation shall mean:

the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (A) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (B) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day,

at the option of the Holder, either (A) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (B) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof, or

the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day.

(iii) If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrant being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).

(iv) Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

(d)

Mechanics of Exercise.

(i) Delivery of Warrant Shares Upon Exercise. The Company shall, promptly upon receipt of a Notice of Exercise (but in any event, not less than one (1) Trading Day after receipt of such Notice of Exercise), (i) send, via facsimile, e-mail or other electronic means, a confirmation of receipt of such Notice of Exercise to the Holder and the Company’s transfer agent, which confirmation shall constitute an instruction to the Company’s transfer agent to process such Notice of Exercise in accordance with the terms herein, and (ii) on or before the second (2nd) Trading Day following the date of receipt by the Company of such Notice of Exercise and the aggregate Exercise Price (such date, the “Warrant Share Delivery Date”), the Company shall credit the aggregate number of Warrant Shares to which the Holder shall be entitled to such Holder’s or its designee’s balance account with The Depository Trust Company via its Deposit Withdrawal Agent Commission system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to, or resale of the Warrant Shares by, the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations and without the need for the Company to be in compliance with the current public information requirements pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”) (assuming cashless exercise of the Warrants), and otherwise by physical delivery to the address specified by the Holder in such Notice of Exercise on or before the Warrant Share Delivery Date. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date this Warrant has been exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such Warrant Shares, having been paid (except in the case of cashless exercise of this Warrant, in which case, no payment shall be required). If the Company fails for any reason to deliver to the Holder the Warrant Shares pursuant to a Notice of Exercise following receipt of the Exercise Price by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing up to a maximum of $180 for each $1,000 of Warrant Shares subject to such exercise) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.

(ii) Delivery of New Warrant Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of the Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

(iii) Rescission Rights. If the Company fails to cause its transfer agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

(iv) Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue by (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of this Warrant and the equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Warrant Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Warrant Shares upon exercise of this Warrant as required pursuant to the terms hereof.

(v) No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

(vi) Charges, Taxes and Expenses. The issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all transfer agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

(vii) Closing of Books. The Company will not close its stockholder books or records in any manner that prevents the timely exercise of this Warrant, pursuant to the terms hereof.

(e) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section 3. Certain Adjustments.

(a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) makes or issues or sets a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in Common Stock, (ii) makes or issues or sets a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in securities or property other than Common Stock, (iii) effects a stock split of the outstanding shares of Common Stock or (iv) combines the outstanding shares of Common Stock, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately after such event, and the number of Warrant Shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

(b) Reserved.

(d) Subsequent Rights Offerings. If the Company, at any time while this Warrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock (the “Purchase Rights”), then, upon any exercise of this Warrant, the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights that the Holder could have acquired if the Holder had held the number of Warrant Shares issued upon such exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). For the term of this Warrant, the Company shall hold such Purchase Rights for the benefit of the Holder until the Holder exercises this Warrant or any portion thereof.

(e) Pro Rata Distributions. If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common Stock evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security other than the Common Stock (a “Distribution”), then, upon any exercise of this Warrant, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of Warrant Shares issued upon such exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for such Warrant, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). For the term of this Warrant, the Company shall hold such Distribution for the benefit of the Holder until the Holder exercises this Warrant or any portion thereof.

(f) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) the Company’s board of directors gives its consent to a transaction whereby an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) acquires effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 50% of the voting securities of the Company (other than by means of conversion or exercise of the Series C Preferred, the Note (as defined in the Purchase Agreement), that certain Common Stock Purchase Warrant (for 2,166,527 shares), dated June 30, 2015, of the Company held by Holder, that certain Common Stock Purchase Warrant (for 2,306 shares), dated May 13, 2020, of the Company held by Holder, or this Warrant), provided, this clause (iii) does not include an unsolicited takeover bid, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by the holder of the number of Warrant Shares for which this Warrant is exercisable immediately prior to such Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within thirty (30) calendar days after, the consummation of the Fundamental Transaction, purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the calendar day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(f) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Warrant Shares acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

(g) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

(h) Notice to Holder.

(i) Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

(ii) Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, (E) the Company shall otherwise effect a Fundamental Transaction, or (F) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register (as defined below) of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 4. Transfer of Warrant.

(a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within two (2) Trading Days of the date the Holder delivers the Assignment Form attached hereto as Exhibit B to the Company assigning this Warrant in full. This Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

(b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a) as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for this Warrant or the Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated as of the Initial Issuance Date and identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

(c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

(d) Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) exempt from registration under the Securities Act, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of the Purchase Agreement.

Section 5. Miscellaneous.

(a) No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.

(b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of this Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

(c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.

(d) Authorized Shares. The Company covenants that, during the period this Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the trading market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its Amended and Restated Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

(e) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.

(f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

(g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

(h) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

(i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

(j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

(k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder.

(l) Amendment. Any provision of this Warrant may be waived by the Holder in writing, which waiver shall be binding on all of the Holder’s successors and assigns. Any provision of this Warrant may be amended by a written instrument executed by the Company and the Holder, which amendment shall be binding on all of the Holder’s successors and assigns.

(m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

(n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

(o) WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, INVOLVING OR OTHERWISE IN RESPECT OF THIS WARRANT.

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(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

	DYNARESOURCE, INC.

	By:
		Name: K.W. (“K.D.”) Diepholz
		Title: Chairman & CEO

Warrant Signature Page

EXHIBIT A

NOTICE OF EXERCISE

TO:

DYNARESOURCE, INC.

(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. Defined terms used in this Notice of Exercise have the meaning ascribed thereto in the Warrant.

(2) Payment shall take the form of (check applicable box):

[ ] in lawful money of the United States; or

[ ] if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Section 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in Section 2(c).

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

(3) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity:

________________________________________________________________________

Signature of Authorized Signatory of Investing Entity:

_________________________________________________

Name of Authorized Signatory:

___________________________________________________________________

Title of Authorized Signatory:

____________________________________________________________________

Date: __________________________

Exhibit A

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to:

Name:	_______________________________
	(Please Print)
Address:	_______________________________
	(Please Print)
Dated: _______________ __, ______
Holder’s Signature: _______________________________
Holder’s Address: _______________________________

The Assignee agrees to be bound by the terms of the Warrant.

	Signature: _______________________________

	Witness: _______________________________

Exhibit B

Exhibit 4.4

COMMON STOCK PURCHASE WARRANT

DYNARESOURCE, INC.

Warrant Shares: _______

Initial Issuance Date: May __, 2020

THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, __________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Issuance Date”) and on or prior to the close of business on the 10-year anniversary of the Initial Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from DYNARESOURCE, INC., a Delaware corporation (the “Company”), up to __________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

This Warrant is issued pursuant to the terms of that certain Note Purchase Agreement, dated as of May [___], 2020 (the “Purchase Agreement”).

Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.

Section 2. Exercise of Warrant.

(a) Manner of Exercise.

“Business Day” shall mean any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are in fact closed.

(b) Exercise Price. The exercise price per Warrant Share under this Warrant shall be $0.01, subject to adjustment hereunder (the “Exercise Price”).

(c)

Cashless Exercise.

X = Y (A - B)

Where:

X = The number of Warrant Shares to be issued to the Holder upon exercise of this Warrant.

Y = The number of Warrant Shares with respect to which this Warrant is being exercised (at the date of such calculation).

A = The fair market value of one share of Common Stock (at the date of such calculation).

B = The Exercise Price (as adjusted to the date of such calculation).

(ii) For purposes of this Section 2(c), the fair market value of one share of Common Stock on the date of calculation shall mean:

(iv) Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

(d)

Mechanics of Exercise.

(vii) Closing of Books. The Company will not close its stockholder books or records in any manner that prevents the timely exercise of this Warrant, pursuant to the terms hereof.

Section 3. Certain Adjustments.

(b) Reserved.

(f) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) the Company’s board of directors gives its consent to a transaction whereby an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) acquires effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 50% of the voting securities of the Company (other than by means of conversion of the Note (as defined in the Purchase Agreement) held by Holder or this Warrant), provided, this clause (iii) does not include an unsolicited takeover bid, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by the holder of the number of Warrant Shares for which this Warrant is exercisable immediately prior to such Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within thirty (30) calendar days after, the consummation of the Fundamental Transaction, purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the calendar day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(f) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Warrant Shares acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

(h) Notice to Holder.

Section 4. Transfer of Warrant.

Section 5. Miscellaneous.

(e) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.

(n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

	DYNARESOURCE, INC.

	By:
		Name: K.W. (“K.D.”) Diepholz
		Title: Chairman & CEO

Warrant Signature Page

EXHIBIT A

NOTICE OF EXERCISE

TO:

DYNARESOURCE, INC.

(2) Payment shall take the form of (check applicable box):

[ ] in lawful money of the United States; or

[ ] [if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Section 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in Section 2(c).

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

(3) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity:

________________________________________________________________________

Signature of Authorized Signatory of Investing Entity:

_________________________________________________

Name of Authorized Signatory:

___________________________________________________________________

Title of Authorized Signatory:

____________________________________________________________________

Date: __________________________

Exhibit A

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to:

Name:	_______________________________
	(Please Print)
Address:	_______________________________
	(Please Print)
Dated: _______________ __, ______
Holder’s Signature: _______________________________
Holder’s Address: _______________________________

The Assignee agrees to be bound by the terms of the Warrant.

	Signature: _______________________________

	Witness: _______________________________

Exhibit B

Exhibit 4.5

FIRST AMENDMENT TO COMMON STOCK PURCHASE WARRANT

THIS FIRST AMENDMENT TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) is dated May ___, 2020, by and between DynaResource, Inc., a Delaware corporation (the “Corporation”) and Golden Post Rail, LLC, a Texas limited liability company (“Warrantholder”). Capitalized terms used herein that are not otherwise defined shall have the meanings set forth in the Warrant (defined below).

RECITALS

WHEREAS, in connection with that certain Securities Purchase Agreement, dated as of May 6, 2015, the Corporation issued to Warrantholder a warrant to purchase two million one hundred sixty-six thousand five hundred and twenty-seven (2,166,527) shares of the Corporation’s common stock, par value $0.01 per share, dated as of June 30, 2015 (the “Warrant”); and

WHEREAS, in connection with that certain Note Purchase Agreement, dated as of the date hereof, by and among the Corporation, the Warrantholder, and the other parties listed on Exhibit A thereto, the Corporation and Warrantholder have agreed to amend the Warrant as more specifically set forth below.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto, intending to be legally bound, hereby agree as follows:

1. AMENDMENT TO WARRANT.

The introductory paragraph of the Warrant is amended in its entirety to read as follows:

“THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Golden Post Rail, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Issuance Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Issuance Date (the “Termination Date”) to subscribe for and purchase from DynaResource, Inc., a Delaware corporation (the “Company”), up to 2,166,527 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The purchase price of one Warrant Share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). Notwithstanding anything herein to the contrary, if this Warrant has not been exercised in full by the Termination Date, the Company shall, effective one Business Day after the Termination Date, issue to Holder a new common stock purchase warrant, substantially in the same form of this Warrant, for the same number of Warrant Shares that went unexercised on the Termination Date pursuant to this Warrant and with a maturity date that is two years from the Termination Date hereof (the “New Warrant”). The Holder waives any anti-dilution rights it may have under this Warrant, that certain Common Stock Purchase Warrant, dated May 13, 2020, and the Certificate of Designations, in each case, resulting from or arising out of the issuance by the Company of such New Warrant in accordance with the terms hereof.”

Section 2 of the Warrant is amended to add Section 2(d), which will read as follows:

“(d)

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(d) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(d), provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(d) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.”

Sections 3(d) and (e) of the Warrant are amended in their entirety to read as follows:

“(d)

Subsequent Rights Offerings. If the Company, at any time while this Warrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock (the “Purchase Rights”), then, upon any exercise of this Warrant, the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights that the Holder could have acquired if the Holder had held the number of Warrant Shares issued upon such exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). For the term of this Warrant, the Company shall hold such Purchase Rights for the benefit of the Holder until the Holder exercises this Warrant or any portion thereof.”

“(e)

Pro Rata Distributions. If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common Stock evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security other than the Common Stock (a “Distribution”), then, upon any exercise of this Warrant, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of Warrant Shares issued upon such exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for such Warrant, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). For the term of this Warrant, the Company shall hold such Distribution for the benefit of the Holder until the Holder exercises this Warrant or any portion thereof.”

2. Except to the extent modified or amended by this Amendment, all terms and provisions of the Warrant shall continue in full force and effect and shall remain enforceable and binding in accordance with their respective terms.

3. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.

	CORPORATION:
	DYNARESOURCE, INC.
	a Delaware corporation

	By:
		Name: K.W. (“K.D.”) Diepholz
		Title: Chairman & CEO

[Signatures continue on following page]

	WARRANTHOLDER:

	GOLDEN POST RAIL, LLC,
	a Texas limited liability company

	By:
		Name: Matthew K. Rose
		Title: President

Exhibit 4.6

COMMON STOCK PURCHASE WARRANT

DYNARESOURCE, INC.

Warrant Shares: 2,306

Initial Issuance Date: May 13, 2020

THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Golden Post Rail, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Issuance Date”) and on or prior to the close of business on the seven (7) year anniversary of the Initial Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from DynaResource, Inc., a Delaware corporation (the “Company”), up to 2,306 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The purchase price of one Warrant Share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated May 6, 2015, by and between the Company and the Holder.

Section 2. Exercise.

(a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Issuance Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the Warrant Register (as defined below) of the Company) of a duly executed facsimile or electronic copy of the Notice of Exercise in the form attached hereto as Exhibit A and within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company, the Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and this Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

“Business Day” shall mean any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed.

(b) Exercise Price. The exercise price per Warrant Share of Common Stock under this Warrant shall be $2.05, subject to adjustment hereunder (the “Exercise Price”).

(c)

Mechanics of Exercise.

(i) Delivery of Warrant Shares Upon Exercise. The Company shall, promptly upon receipt of a Notice of Exercise (but in any event, not less than one (1) Trading Day after receipt of such Notice of Exercise), (i) send, via facsimile, e-mail or other electronic means, a confirmation of receipt of such Notice of Exercise to the Holder and the Company’s transfer agent, which confirmation shall constitute an instruction to the Company’s transfer agent to process such Notice of Exercise in accordance with the terms herein, and (ii) on or before the third (3rd) Trading Day following the date of receipt by the Company of such Notice of Exercise and the aggregate Exercise Price (such date, the “Warrant Share Delivery Date”), the Company shall credit the aggregate number of Warrant Shares to which the Holder shall be entitled to such Holder’s or its designee’s balance account with The Depository Trust Company via its Deposit Withdrawal Agent Commission system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective Registration Statement permitting the issuance of the Warrant Shares to, or resale of the Warrant Shares by, the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations and without the need for the Company to be in compliance with the current public information requirements pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”), and otherwise by physical delivery to the address specified by the Holder in such Notice of Exercise on or before the Warrant Share Delivery Date. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date this Warrant has been exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi) prior to the issuance of such Warrant Shares, having been paid. If the Company fails for any reason to deliver to the Holder the Warrant Shares pursuant to a Notice of Exercise following receipt of the Exercise Price by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing up to a maximum of $180 for each $1,000 of Warrant Shares subject to such exercise) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.

“VWAP” shall mean the dollar volume-weighted average price for the Common Stock on the over-the-counter market on the electronic bulletin board, or if the Common Stock becomes listed on an exchange, such exchange, during the period beginning at 9:30:01 a.m., New York City time, and ending at 4:00:00 p.m., New York City time, as reported by Bloomberg, L.P. (“Bloomberg”). If the VWAP cannot be calculated for the Common Stock on such date on the foregoing basis, the VWAP of the Common Stock on such date shall be the last reported closing sales price for such date. All such determinations shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions during the relevant period.

(ii) Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of the Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

(iii) Rescission Rights. If the Company fails to cause its transfer agent to transmit to the Holder the Warrant Shares pursuant to Section 2(c)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

(vi) Charges, Taxes and Expenses. The issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all transfer agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

(vii) Closing of Books. The Company will not close its stockholder books or records in any manner that prevents the timely exercise of this Warrant, pursuant to the terms hereof.

(d)

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(d) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(d); provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(d) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section 3. Certain Adjustments.

(b) Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue, including, without limitation, (i) any issuance as a result of the settlement or resolution (by judgment or otherwise) of any litigation or threatened litigation or (ii) the issuance of Common Stock or Common Stock Equivalents to any Subsidiary after the Initial Issuance Date, or announce any offer, sale, grant or any option to purchase or other disposition, any Common Stock or Common Stock Equivalents other than Excluded Securities (such issuances collectively, a “Dilutive Issuance”), then simultaneously with the consummation of each Dilutive Issuance the Exercise Price shall be multiplied according to the following equation:

where:

A = the aggregate number of shares of Common Stock outstanding prior to the Dilutive Issuance, on a fully-diluted basis;

B = the number of new shares of Common Stock or Common Stock Equivalents issued in the Dilutive Issuance, on a fully-diluted basis;

C = the aggregate number of shares of Common Stock into which this Warrant is exercisable prior to the Dilutive Issuance; and

X = the number by which to multiply the Exercise Price in effect immediately prior to the Dilutive Issuance.

In addition, simultaneously with the consummation of each Dilutive Issuance, the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(b), indicating therein the calculation of the equation in this Section 3(b) (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based upon the adjusted Exercise Price regardless of whether the Holder accurately refers to the adjusted Exercise Price in the Notice of Exercise.

“Excluded Securities” shall mean (i) shares of Common Stock or Common Stock Equivalents issued in the transactions contemplated by the Purchase Agreement, including pursuant to the Company’s Certificate of Designations of Series C Senior Convertible Preferred Stock (the “Certificate of Designations”) other than Common Stock Equivalents issued pursuant to the antidilution adjustment provisions in Section 6(d)(iv) and Section 6(d)(vi) of the Certificate of Designations, and (ii) any of the Company’s equity securities issued to a holder of shares of the Company’s Series C Preferred Stock pursuant to the preemptive rights provided by the Certificate of Designations.

In the event the Company shall issue or sell any shares of preferred stock of the Company that are not convertible into Common Stock, then an appropriate adjustment to the securities to be received upon exercise of this Warrant (by adjustments of the Exercise Price or otherwise) shall be made, as the Holder and the Company shall mutually agree.

(c) Subsequent Equity Issuances of Subsidiary. If at any time while this Warrant is outstanding, (i) the Company’s ownership of DynaMexico Shares shall decrease (by forfeiture or shifting of ownership or otherwise) or (ii) DynaResource de Mexico S.A. de C.V. (the “Mexican Subsidiary”) shall issue or sell any DynaMexico Shares or DynaMexico Share Equivalents to any person other than the Company, in each case including, without limitation, as a result of the settlement or resolution (by judgment or otherwise) of any litigation or threatened litigation (such decreases or issuances collectively, a “Subsidiary Dilutive Event”), then simultaneously with the consummation of each Subsidiary Dilutive Event the Exercise price shall be multiplied according to the following equation:

where:

A = the aggregate number of shares of Common Stock outstanding prior to the Subsidiary Dilutive Event, on a fully-diluted basis;

B = the aggregate number of shares of Common Stock for which this Warrant is exercisable prior to the Subsidiary Dilutive Event;

C = the number of shares in the Mexican Subsidiary held by the Company following the Subsidiary Dilutive Event;

D = the aggregate number of shares in the Mexican Subsidiary outstanding following the Subsidiary Dilutive Event;

E = the number of shares in the Mexican Subsidiary held by the Company prior to the Subsidiary Dilutive Event;

F = the aggregate number of shares in the Mexican Subsidiary outstanding prior to the Subsidiary Dilutive Event; and

X = the number by which to multiply the Exercise Price in effect immediately prior to the Subsidiary Dilutive Event; provided, however, that if X is less than or equal to zero (0), then X shall equal .001.

In addition, simultaneously with the consummation of each Subsidiary Dilutive Event, the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. The Company shall notify the Holder, in writing, no later than the Trading Day following the Subsidiary Dilutive Event, indicating therein the calculation of the equation in this Section 3(c) (such notice, the “Subsidiary Dilution Notice”). For purposes of clarification, whether or not the Company provides a Subsidiary Dilution Notice pursuant to this Section 3(c), upon the occurrence of any Subsidiary Dilution Event, the Holder is entitled to receive a number of Warrant Shares based upon the adjusted Exercise Price regardless of whether the Holder accurately refers to the adjusted Exercise Price in the Notice of Exercise.

“DynaMexico Shares” means the Fixed Capital “Series A” Shares or the Variable Capital “Series B” Shares issued by the Mexican Subsidiary.

“DynaMexico Share Equivalent” means any rights, warrants or options to purchase or other securities convertible into or exchangeable or exercisable for, directly or indirectly, any (1) DynaMexico Shares or (2) securities convertible into or exchangeable or exercisable for, directly or indirectly, DynaMexico Shares.

(f) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) the Company’s board of directors gives its consent to a transaction whereby an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) acquires effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 50% of the voting securities of the Company (other than by means of conversion or exercise of the Series C Preferred, that certain Common Stock Purchase Warrant (for 2,166,527 shares), dated June 30, 2015, of the Company held by Holder or this Warrant), provided, this clause (iii) does not include an unsolicited takeover bid, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(d) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by the holder of the number of Warrant Shares for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(d) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within thirty (30) calendar days after, the consummation of the Fundamental Transaction, purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the calendar day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(f) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Warrant Shares acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

(h) Notice to Holder.

Section 4. Transfer of Warrant.

(a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date the Holder delivers an assignment form to the Company assigning this Warrant in full. This Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

(e) Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Section 5. Miscellaneous.

(e) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.

(f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws.

(n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

	DYNARESOURCE, INC.

	By:
		Name: K.W. (“K.D.”) Diepholz
		Title: Chairman & CEO

Warrant Signature Page

EXHIBIT A

NOTICE OF EXERCISE

TO:

DYNARESOURCE, INC.

(2) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

(3) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of Investing Entity: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:	_______________________________
	(Please Print)
Address:	_______________________________
	(Please Print)
Dated: _______________ __, ______
Holder’s Signature: _______________________________
Holder’s Address: _______________________________

Exhibit 4.7

AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

by and between

DYNARESOURCE, INC.

and

GOLDEN POST RAIL, LLC

Dated as of May __, 2020

HB Draft

3-29-2020

TABLE OF CONTENTS

		Page
1	DEFINITIONS.	1
2	REGISTRATION UNDER THE SECURITIES ACT.	4
2.1.	Shelf Registration.	4
2.2.	Demand Registration.	5
2.3.	Incidental Registration.	6
2.4.	Expenses.	7
2.5.	Underwritten Offerings.	7
2.6.	Conversions; Exercises.	8
2.7.	Postponements.	8
3	HOLDBACK ARRANGEMENTS.	9
3.1.	Restrictions on Sale by Holders of Registrable Securities.	9
3.2.	Restrictions on Sale by the Company and Others.	9
4	REGISTRATION PROCEDURES.	9
4.1.	Obligations of the Company.	9
4.2.	Seller Information.	12
4.3.	Notice to Discontinue.	12
5	INDEMNIFICATION; CONTRIBUTION.	12
5.1.	Indemnification by the Company.	12
5.2.	Indemnification by Holders.	13
5.3.	Conduct of Indemnification Proceedings.	13
5.4.	Contribution.	13
5.5.	Other Indemnification.	14
5.6.	Indemnification Payments.	14
6	GENERAL.	14
6.1.	Adjustments Affecting Registrable Securities.	14
6.2.	Registration Rights to Others.	14
6.3.	Availability of Information; Rule 144; Rule 144A; Other Exemptions.	14
6.4.	Amendments and Waivers.	14
6.5.	Notices.	15
6.6.	Successors and Assigns.	16
6.7.	Counterparts.	16
6.8.	Descriptive Headings, Etc.	16
6.9.	Severability.	16
6.10.	Governing Law.	16
6.11.	Remedies; Specific Performance.	16
6.12.	Entire Agreement.	17
6.13.	Nominees for Beneficial Owners.	17
6.14.	Consent to Jurisdiction.	18
6.15.	Further Assurances.	18
6.16.	No Inconsistent Agreements.	18
6.17.	Construction.	18

AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of May __, 2020, by and between DynaResource, Inc., a Delaware corporation (the “Company”), and Golden Post Rail, LLC (the “Investor”).

W I T N E S S E T H :

WHEREAS, Investor holds shares of the Company’s Series C Preferred Stock and/or shares of Common Stock issued upon conversion thereof and possesses registration rights and other rights pursuant to that certain Registration Rights Agreement dated as of June 30, 2015, by and among the Company and the Investor (the “Prior Agreement”);

WHEREAS, the Investor and the Company desire to amend and restate the Prior Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu of the rights granted to them under the Prior Agreement; and

NOW, THEREFORE, the Investor and the Company hereby agree that the Prior Agreement shall be amended and restated in its entirety by this Agreement, and the parties to this Agreement further agree as follows:

1. DEFINITIONS.

As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” shall mean with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person, and with respect to any individual, shall mean his or her spouse, sibling, child, step child, grandchild, niece, nephew or parent of such Person, or the spouse thereof. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided, however, that beneficial ownership of 20% or more of the voting securities of a Person shall be deemed to constitute control.

“Blackout Period” shall have the meaning set forth in Section 2.7.

“Business Day” shall mean any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed.

“Certificate of Incorporation” shall mean the Amended and Restated Certificate of Incorporation (as the same may be amended or restated) of the Company, as filed with the Secretary of State of the State of Delaware.

“Company” shall have the meaning set forth in the preamble.

“Common Stock” shall mean shares of the common stock, par value $0.01 per share, of the Company.

“Demand Registration” shall mean a registration required to be effected by the Company pursuant to Section 2.2, including a registration for an offering on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act.

“Demand Registration Statement” shall mean a Registration Statement of the Company filed on Form S-1 (or any successor form thereto), or such other appropriate form as directed by the Majority Holders of the Registration, which covers the Registrable Securities requested to be included therein pursuant to the provisions of Section 2.2 and all amendments and supplements to such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference (or deemed to be incorporated by reference) therein.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations thereunder, or any successor statute.

“FINRA” shall mean the Financial Industry Regulatory Authority, Inc.

“Holder” or “Holders” shall mean the Investor, for so long as it owns any Registrable Securities, and each of its respective heirs, successors and permitted assigns (including any permitted transferees of Registrable Securities) who acquire or are otherwise the transferee of Registrable Securities, directly or indirectly, from the Investor (or any subsequent Holder), for so long as such heirs, successors and permitted assigns own any Registrable Securities. For purposes of this Agreement, a Person will be deemed to be a Holder whenever such Person holds Registrable Securities, an option to purchase, or a security convertible into or exercisable or exchangeable for, Registrable Securities, whether or not such purchase, conversion, exercise or exchange has actually been effected and disregarding any legal restrictions upon the exercise of such rights. Registrable Securities issuable upon exercise of an option or upon conversion, exchange or exercise of another security shall be deemed outstanding for the purposes of this Agreement.

“Holders’ Counsel” shall mean one firm of counsel (per registration) to the Holders of Registrable Securities participating in such registration, which counsel shall be selected by the Majority Holders of the Registration.

“Incidental Registration” shall mean a registration required to be effected by the Company pursuant to Section 2.3.

“Incidental Registration Statement” shall mean a registration statement of the Company which covers the Registrable Securities requested to be included therein pursuant to the provisions of Section 2.3 and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference (or deemed to be incorporated by reference) therein.

“Initiating Holder” or “Initiating Holders” shall mean, with respect to a particular registration, the Holder or Holders, as the case may be, who initiated the Shelf Request or Request for such registration.

“Investor” shall have the meaning set forth in the preamble.

“Inspectors” shall have the meaning set forth in Section 4.1(g).

“Majority Holders” shall mean one or more Holders of Registrable Securities who would hold a majority of the Registrable Securities then outstanding.

“Majority Holders of the Registration” shall mean, with respect to a particular registration, one or more Holders of Registrable Securities who would hold a majority of the Registrable Securities to be included in such registration.

“Person” shall mean any individual, firm, partnership, corporation, trust, joint venture, association, joint stock company, limited liability company, unincorporated organization or any other entity or organization, including a government or agency or political subdivision thereof, and shall include any successor (by merger or otherwise) of such entity.

“Prospectus” shall mean the prospectus included in a Registration Statement (including, without limitation, any preliminary prospectus and any prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), and any such Prospectus as amended or supplemented by any prospectus supplement, and all other amendments and supplements to such Prospectus, including post-effective amendments, and in each case including all material incorporated by reference (or deemed to be incorporated by reference) therein.

“Purchase Agreement” means that certain Note Purchase Agreement, dated May 14, 2020, by and between the Company and the Investor.

“Registrable Securities” shall mean (i) shares of Common Stock which may be issued or issuable upon the conversion of the Series C Preferred Stock and/or Series D Preferred Stock, (ii) any shares of Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company, acquired by the Investor after the date hereof, including, without limitation, the Common Stock Purchase Warrant, dated June 30, 2015, by and between the Company and the Investor (the “2015 Warrant”), the Common Stock Purchase Warrant, dated May 13, 2020 (the “Anti-Dilution Warrant”), the Common Stock Purchase Warrant, dated May 14, 2020, by and between the Company and the Investor (the “2020 Warrant”) and the Convertible Promissory Note, dated May 14, 2020, issued by the Company to the Investor (including any additional shares of Common Stock issuable pursuant to anti-dilution provisions in the 2015 Warrant, the Anti-Dilution Warrant, the 2020 Warrant or the Purchase Agreement) and (iii) any other securities of the Company (or any successor or assign of the Company, whether by merger, consolidation, sale of assets or otherwise) which may be issued or issuable with respect to, in exchange for, or in substitution of, Registrable Securities referenced in clauses (i) through (ii) above by reason of any dividend or stock split, combination of shares, merger, consolidation, recapitalization, reclassification, reorganization, sale of assets or similar transaction. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (A) a registration statement with respect to the sale of such securities shall have been declared effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (B) such securities are sold pursuant to Rule 144 (or any similar provisions then in force) promulgated under the Securities Act, (C) such securities have been otherwise transferred and a new certificate or other evidence of ownership for them that does not bear the legend restricting further transfer has been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act or (D) such securities shall have ceased to be outstanding.

“Registration Expenses” shall mean any and all expenses incident to performance of or compliance with this Agreement by the Company and its subsidiaries, including, without limitation (i) all SEC, stock exchange, FINRA and other registration, listing and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws and compliance with the rules of any stock exchange (including fees and disbursements of counsel in connection with such compliance and the preparation of a blue sky memorandum and legal investment survey), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing, distributing, mailing and delivering any Registration Statement, any Prospectus, any underwriting agreements, transmittal letters, securities sales agreements, securities certificates and other documents relating to the performance of or compliance with this Agreement, (iv) the fees and disbursements of counsel for the Company, (v) the fees and disbursements of Holders’ Counsel, (vi) the fees and disbursements of all independent public accountants (including the expenses of any audit and/or “cold comfort” letters) and the fees and expenses of other Persons, including experts, retained by the Company, (vii) the expenses incurred in connection with making road show presentations and holding meetings with potential investors to facilitate the distribution and sale of Registrable Securities which are customarily borne by the issuer, (viii) any fees and disbursements of underwriters customarily paid by issuers or sellers of securities and (ix) premiums and other costs of policies of insurance against liabilities arising out of the public offering of the Registrable Securities being registered; provided, however, Registration Expenses shall not include discounts and commissions payable to underwriters, selling brokers, dealer managers or other similar Persons engaged in the distribution of any of the Registrable Securities; and provided further, that in any case where Registration Expenses are not to be borne by the Company, such expenses shall not include salaries of Company personnel or general overhead expenses of the Company, auditing fees, premiums or other expenses relating to liability insurance required by underwriters of the Company or other expenses for the preparation of financial statements or other data normally prepared by the Company in the ordinary course of its business or which the Company would have incurred in any event; and provided, further, that in the event the Company shall, in accordance with Section 2.3 or Section 2.7 hereof, not register any securities with respect to which it had given written notice of its intention to register to Holders notwithstanding anything to the contrary in the foregoing, all of the costs incurred by the Holder in connection with such registration shall be deemed to be Registration Expenses.

“Registration Statement” shall mean any registration statement of the Company which covers any Registrable Securities and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference (or deemed to be incorporated by reference) therein.

“Request” shall have the meaning set forth in Section 2.2(a).

“SEC” shall mean the Securities and Exchange Commission, or any successor agency having jurisdiction to enforce the Securities Act.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time, and the rules and regulations thereunder, or any successor statute.

“Series C Preferred Stock” shall mean shares of the Series C Preferred Stock, par value $0.0001 per share, of the Company.

“Series C Purchase Agreement” shall mean that certain Securities Purchase Agreement, dated May 6, 2015, by and between the Company and the Investor.

“Series D Preferred Stock” shall mean shares of the Series D Preferred Stock, par value $0.0001 per share, of the Company.

“Shelf Registration” shall mean a registration required to be effected by the Company pursuant to Section 2.1(a).

“Shelf Registration Statement” shall mean a Registration Statement of the Company filed on Form S-3 (or any successor form thereto) pursuant to Rule 415 promulgated under the Securities Act which covers the Registrable Securities requested to be included therein pursuant to the provisions of Section 2.1(a) and all amendments and supplements to such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference (or deemed to be incorporated by reference) therein.

“Shelf Request” shall have the meaning set forth in Section 2.1(a).

“Underwriters” shall mean the underwriters, if any, of the offering being registered under the Securities Act.

“Underwritten Offering” shall mean a sale of securities of the Company to an Underwriter or Underwriters for reoffering to the public.

“Withdrawn Demand Registration” shall have the meaning set forth in Section 2.2(a).

“Withdrawn Request” shall have the meaning set forth in Section 2.2(a).

2. REGISTRATION UNDER THE SECURITIES ACT.

2.1. Shelf Registration.

(a) Shelf Registration. At any time commencing after the effective time of the Series C Purchase Agreement, if the Company is eligible to file with the SEC a Registration Statement on Form S-3 (or any successor form thereto), the Majority Holders shall have the right to request in writing that the Company (i) register all or any portion of such Holder’s Registrable Securities by filing with the SEC a Shelf Registration Statement for a public offering of such shares of Registrable Securities (a “Shelf Request”) (which Shelf Request shall specify the amount of Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof) and (ii) shall use its best efforts to register under the Securities Act for public sale such Registrable Securities of such Holder. As promptly as practicable, but no later than ten (10) calendar days after receipt of the Shelf Request, the Company shall give written notice of such requested registration to all other Holders of Registrable Securities. The Company shall include in the Shelf Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holder and (ii) the Registrable Securities intended to be disposed of by any other Holder which shall have made a written request (which request shall specify the amount of Registrable Securities to be registered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within twenty (20) calendar days after the receipt of such written notice from the Company, in each cash subject to the provisions of Section 2.5(d). Accordingly, once an Initiating Holder has made a Shelf Request and the Company has sent the required notice of such Shelf Request to all other Holders, such other Holders may elect to participate in the registration or not, but such Holders will not have the right to make a separate Shelf Request until the expiration of the ninety (90) calendar day period following the date of the initial Shelf Request. The Company shall, as expeditiously as possible following a Shelf Request, use its best efforts to cause to be filed with the SEC a Shelf Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of disposition thereof specified in such Shelf Request or further requests. The Company shall use its best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Shelf Registration Statement continuously effective for the period specified in Section 4.1(b). If the sole or lead managing Underwriter (if any) or the Majority Holders of the Registration shall advise the Company in writing that in its opinion additional disclosure not required by Form S-3 (or any successor form thereto) is of material importance to the success of the offering, then such Registration Statement shall include such additional disclosure. Any Holder requesting inclusion in a registration effected pursuant to this Section 2.1(a) may, at any time prior to the effectiveness of the Shelf Registration Statement (and for any reason), revoke such request by delivering written notice to the Company revoking such requested inclusion. For the avoidance of doubt, a Shelf Request shall not count against the number of Demand Registration rights pursuant to the provisions of Section 2.2(b).

Whenever the Company shall effect a registration pursuant to a Shelf Request, no securities other than the Registrable Securities shall be covered by such registration unless the Majority Holders of the Registration shall have consented in writing to the inclusion of such other securities.

The registration rights granted pursuant to the provisions of this Section 2.1(a) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

(b) Effectiveness of Shelf Registration. If a Shelf Registration is filed pursuant to Section 2.1(a), the Company shall use its best efforts to keep the Shelf Registration continuously effective through the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144 promulgated under the Securities Act without any limit as to volume (or any successor provision having similar effect); provided, however, that prior to the termination of such Shelf Registration, the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (i) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders of the Registration stating that such Registrable Securities are freely sellable pursuant to Rule 144 promulgated under the Securities Act without any limit as to volume (or any successor provision having similar effect) or (ii) a “No-Action Letter” from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective Registration Statement.

(c) Form S-3 Eligibility. At any time commencing after the effective time of the Series C Purchase Agreement, if the Company becomes eligible to file with the SEC a Registration Statement on Form S-3 (or any successor form thereto) for a primary offering, or becomes re-eligible after losing such eligibility, the Company shall, as promptly as practicable, but no later than fourteen (14) calendar days after gaining or regaining such eligibility, as applicable, provide written notice of such event to the Holders.

2.2. Demand Registration.

(a) Right to Demand Registration. Subject to Section 2.2(c), at any time commencing after the effective time of the Series C Purchase Agreement, the Majority Holders shall have the right to request in writing that the Company register all or part of such Holders’ Registrable Securities (a “Request”) (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than ten (10) calendar days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 2.5(d), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder which shall have made a written request (which request shall specify the amount of Registrable Securities to be registered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within twenty (20) calendar days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Request, use its best efforts to cause to be filed with the SEC a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of disposition thereof specified in such Request or further requests. The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for the period specified in Section 4.1(b).

A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Majority Holders of the Registration (a “Withdrawn Request”) and a Demand Registration Statement may be withdrawn at any time (and for any reason) prior to the effectiveness of such Demand Registration Statement (a “Withdrawn Demand Registration”), and such withdrawals shall be treated as a Demand Registration which shall have been effected pursuant to this Section 2.2, unless the Holders of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred), provided; however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of a material adverse change in the business, financial condition or prospects of the Company, or (B) because the sole or lead managing Underwriter advises that the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2.2(b) by more than 20% of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration pursuant to Section 2.7, then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2.2 (and shall not be counted toward the number of Demand Registrations), and the Company shall pay all Registration Expenses in connection therewith. Any Holder requesting inclusion in a Demand Registration may, at any time up to the effectiveness of the Demand Registration Statement (and for any reason) revoke such request by delivering written notice to the Company revoking such requested inclusion.

The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the registration rights granted pursuant to the other provisions of Section 2 hereof.

(b) Limitations on Registrations. The rights of the Majority Holders to request Demand Registrations pursuant to Section 2.2(a) are subject to the limitation that in no event shall the Company be obligated to pay Registration Expenses of more than two Demand Registrations initiated by the Majority Holders; provided, however, (i) that to the extent the Company does not include in what would otherwise be the final registration for which the Company is required to pay Registration Expenses the number of Registrable Securities requested to be registered by the Holders by reason of Section 2.5(d) such number of Demand Registrations shall be increased once for each such occurrence and (ii) the Majority Holders shall be deemed not to have expended a Demand Registration right to the extent the Company terminates a Shelf Registration pursuant to Section 2.1(b) prior to the time that all Registrable Securities covered by such Shelf Registration have been sold.

(c) Registration of Other Securities. Whenever the Company shall effect a Demand Registration, no securities other than the Registrable Securities shall be covered by such registration unless the Majority Holders of the Registration shall have consented in writing to the inclusion of such other securities.

(d) Effective Registration Statement; Suspension. A Demand Registration Statement shall not be deemed to have become effective (and the related registration will not be deemed to have been effected) (i) unless it has been declared effective by the SEC and remains effective in compliance with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Demand Registration Statement for the time period specified in Section 4.1(b), (ii) if the offering of any Registrable Securities pursuant to such Demand Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, or (iii) if, in the case of an Underwritten Offering, the conditions to closing specified in an underwriting agreement to which the Company is a party are not satisfied other than by the sole reason of any breach or failure by the Holders of Registrable Securities or are not otherwise waived.

(e) Other Registrations. During the period (i) beginning on the date of a Request and (ii) ending on the date that is ninety (90) calendar days after the date that a Demand Registration Statement filed pursuant to such Request has been declared effective by the SEC or, if the Majority Holders of the Registration shall withdraw such Request or such Demand Registration Statement, on the date of such Withdrawn Request or such Withdrawn Registration Statement, the Company shall not, without the consent of the Majority Holders of the Registration, file a registration statement pertaining to any other securities of the Company.

(f) Registration Statement Form. Registrations under this Section 2.2 shall be on such appropriate registration form of the SEC (i) as shall be selected by the Majority Holders of the Registration and (ii) which shall be available for the sale of Registrable Securities in accordance with the intended method or methods of disposition specified in the requests for registration. The Company agrees to include in any such Registration Statement all information which any selling participating Holder, upon advice of counsel, shall reasonably request.

2.3. Incidental Registration.

(a) Right to Include Registrable Securities. If the Company at any time or from time to time proposes to register any of its securities under the Securities Act (other than pursuant to a registration on Form S-4 or S-8 (or any successor form to such forms) and other than pursuant to Section 2.1 or 2.2) and files (i) a shelf registration statement or (ii) a registration statement other than a shelf registration statement, or proposes to do a take down off of an effective shelf registration statement, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, the Company shall deliver prompt written notice (which notice shall be given at least forty-five (45) calendar days prior to the filing of such registration statement or five (5) calendar days prior to the filing of any preliminary prospectus supplement pursuant to Rule 424(b), or the prospectus supplement pursuant to Rule 424(b) (if no preliminary prospectus supplement is used)) to all Holders of Registrable Securities of its intention to undertake such registration or offering, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of such Holders’ right to participate in such registration under this Section 2.3 as hereinafter provided. Subject to the other provisions of this paragraph (a) and Section 2.3(b), upon the written request of any Holder made within twenty (20) calendar days after the receipt of such written notice (which request shall specify the amount of Registrable Securities to be registered and the intended method of disposition thereof), the Company shall effect the registration under the Securities Act of all Registrable Securities requested by Holders to be so registered (an “Incidental Registration”), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (thereby making such registration statement an Incidental Registration Statement), and shall cause such Incidental Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the registration procedures set forth in Section 4. If an Incidental Registration involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Company shall so advise each participating Holder. The Holders requesting inclusion in an Incidental Registration may, at any time up to the effectiveness of the Incidental Registration Statement (and for any reason), revoke such request by delivering written notice to the Company revoking such requested inclusion.

If at any time after giving written notice of its intention to register any securities and up to the effectiveness of the Incidental Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), without prejudice, however, subject to the rights of Holders to cause such registration to be effected as a registration under Sections 2.1 or 2.2, and (B) in the case of a determination to delay such registration, the Company shall be permitted to delay the registration of such Registrable Securities in accordance with the provisions of Section 2.7; provided, however, that if such delay shall extend beyond one hundred twenty (120) calendar days from the date the Company received a request to include Registrable Securities in such Incidental Registration, then the Company shall again give all Holders the opportunity to participate therein and shall follow the notification procedures set forth in the preceding paragraph. There is no limitation on the number of such Incidental Registrations pursuant to this Section 2.3 which the Company is obligated to effect.

The registration rights granted pursuant to the provisions of this Section 2.3 shall be in addition to the registration rights granted pursuant to the other provisions of Section 2 hereof.

(b) Priority in Incidental Registration. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five (5) calendar days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially interfering with the successful marketing of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second the Registrable Securities requested to be included in such registration by the Holders, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the Registrable Securities requested to be included in such registration by any Persons initiating such registration and the Registrable Securities requested to be included in such registration by the other Holders, (B) second, any other Persons, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them and (C) third, the securities that the Company proposes to register for its own account, provided, however, that in the event the Company will not, by virtue of this Section 2.3(b), include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within three (3) calendar days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

(c) Selection of Underwriters. If any Incidental Registration involves an Underwritten Offering, the sole or managing Underwriter(s) and any additional investment bankers and managers to be used in connection with such registration shall be subject to the approval of the Majority Holders of the Registration (such approval not to be unreasonably withheld).

2.4. Expenses.

The Company shall pay all Registration Expenses in connection with any Demand Registration, Incidental Registration or Shelf Registration, whether or not such registration shall become effective and whether or not all Registrable Securities originally requested to be included in such registration are withdrawn or otherwise ultimately not included in such registration, except as otherwise provided with respect to a Withdrawn Request and a Withdrawn Demand Registration in Section 2.2(a).

2.5. Underwritten Offerings.

(a) Underwriting; Selection of Underwriters. Notwithstanding anything to the contrary contained in Section 2.1(a) or Section 2.2(a), if the Initiating Holders so elect, the offering of such Registrable Securities pursuant to a Shelf Registration or a Demand Registration shall be in the form of a firm commitment Underwritten Offering; and such Initiating Holders may require that all Persons (including other Holders) participating in such registration sell their Registrable Securities to the Underwriters at the same price and on the same terms of underwriting applicable to the Initiating Holders. If any Shelf Registration or Demand Registration involves an Underwritten Offering, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Majority Holders of the Registration, subject to the approval of the Company (such approval not to be unreasonably withheld).

(b) Underwriting Agreement. If requested by the sole or lead managing Underwriter for any Underwritten Offering effected pursuant to a Shelf Registration or Demand Registration, the Company shall enter into a customary underwriting agreement with the Underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Majority Holders of the Registration and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnification and contribution to the effect and to the extent provided in Section 5.

(c) Holders of Registrable Securities to be Parties to Underwriting Agreement. The Holders of Registrable Securities to be distributed by Underwriters in an Underwritten Offering contemplated by Section 2 shall be parties to the underwriting agreement between the Company and such Underwriters and may, at such Holders’ option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Underwriters shall also be made to and for the benefit of such Holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such Underwriters under such underwriting agreement be conditions precedent to the obligations of such Holders of Registrable Securities; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a selling Holder for inclusion in the Registration Statement. No Holder shall be required to make any representations or warranties to, or agreements with, the Company or the Underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s Registrable Securities and such Holder’s intended method of disposition.

(d) Priority in Registrations. If a Shelf Registration or Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date five (5) calendar days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Shelf Registration or Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Majority Holders of the Registration (such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company shall include in such Shelf Registration or Demand Registration, to the extent of the number which the Company is so advised may be included in such offering, the Registrable Securities requested to be included in the Shelf Registration or Demand Registration by the Holders allocated pro rata in proportion to the number of Registrable Securities requested to be included in such Shelf Registration or Demand Registration by each of them. In the event the Company shall not, by virtue of this Section 2.5(d), include in any Shelf Registration or Demand Registration all of the Registrable Securities of any Holder requesting to be included in such Shelf Registration or Demand Registration, such Holder may, upon written notice to the Company given within five (5) calendar days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such Shelf Registration or Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Shelf Registration or Demand Registration.

(e) Participation in Underwritten Registration. Notwithstanding anything herein to the contrary, no Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell its securities on the same terms and conditions provided in any underwritten arrangements approved by the Persons entitled hereunder to approve such arrangement and (ii) accurately completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

2.6. Conversions; Exercises.

Notwithstanding anything to the contrary herein, in order for any Registrable Securities that are issuable upon the exercise of conversion rights, options or warrants to be included in any registration pursuant to Section 2 hereof, the exercise of such conversion rights, options or warrants must be effected no later than immediately prior to the closing of any sales under the Registration Statement pursuant to which such Registrable Securities are to be sold.

2.7. Postponements.

The Company shall be entitled to postpone a Shelf Registration or a Demand Registration and to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a Shelf Registration during any Blackout Period (as defined below) (i) if the Board of Directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the Board of Directors of the Company determines in good faith it is not in the best interests of the Company to disclose in a Registration Statement at such time; provided, however, that the Company may only delay a Shelf Registration or a Demand Registration pursuant to this Section 2.7 by delivery of a Blackout Notice (as defined below) either (i) under Section 2.1 within thirty (30) calendar days of delivery of a Shelf Request or (ii) under Section 2.2, within thirty (30) calendar days of delivery of the Request for such Registration, as applicable, and may delay a Shelf Registration or a Demand Registration and require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a Shelf Registration only for a reasonable period of time not to exceed ninety (90) calendar days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) (the “Blackout Period”). There shall not be more than one Blackout Period in any twelve (12) month period. The Company shall promptly notify the Holders in writing (a “Blackout Notice”) of any decision to postpone a Demand Registration or a Shelf Registration or to discontinue sales of Registrable Securities covered by a Shelf Registration pursuant to this Section 2.7 and shall include a general statement of the reason for such postponement, an approximation of the anticipated delay and an undertaking by the Company promptly to notify the Holders as soon as a Demand Registration or a Shelf Registration may be effected or sales of Registrable Securities covered by a Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company’s sole responsibility. Each Holder shall treat all notices received from the Company pursuant to this Section 2.7 constituting material inside information in the strictest confidence and shall not trade on or disseminate such information. If the Company shall postpone the filing of a Demand Registration Statement or a Shelf Registration Statement, the Majority Holders of the Registration shall have the right to withdraw the request for registration. Any such withdrawal shall be made by giving written notice to the Company within thirty (30) calendar days after receipt of the Blackout Notice. Such withdrawn registration request shall not be treated as a Shelf Request effected pursuant to Section 2.1 or a Demand Registration effected pursuant to Section 2.2 (and shall not be counted towards the number of Demand Registrations effected), and the Company shall pay all Registration Expenses in connection therewith.

3. HOLDBACK ARRANGEMENTS.

3.1. Restrictions on Sale by Holders of Registrable Securities.

Each Holder of Registrable Securities agrees, by acquisition of such Registrable Securities, if timely requested in writing by the sole or lead managing Underwriter in an Underwritten Offering of any Registrable Securities (other than in connection with a Shelf Registration), not to make any short sale of, loan, grant any option for the purchase of or effect any public sale or distribution, including a sale pursuant to Rule 144 (or any successor provision having similar effect) promulgated under the Securities Act of any Registrable Securities or any other equity security of the Company (or any security convertible into or exchangeable or exercisable for any equity security of the Company) (except as part of such underwritten registration), during the five (5) Business Days (as such term is used in Regulation M under the Exchange Act) prior to, and during the time period reasonably requested by the sole or lead managing Underwriter not to exceed ninety (90) calendar days beginning on the effective date of the applicable Registration Statement, unless the sole or lead managing Underwriter in such Underwritten Offering otherwise agrees; provided, however, that to the extent the Company or the sole lead managing Underwriter releases any other Person from the foregoing or equivalent restrictions in whole or in part it shall, on the same day, notify the Holders of such release and such parties shall automatically be released to the same extent: provided, further, this holdback restriction shall apply only to those Holders of Registrable Securities who have elected to sell Registrable Securities they hold in an Underwritten Offering in respect of which a holdback is requested by the managing Underwriter.

3.2. Restrictions on Sale by the Company and Others.

The Company agrees that if timely requested in writing by the sole or lead managing Underwriter in an Underwritten Offering of any Registrable Securities (other than in connection with a Shelf Registration), not to make any short sale of, loan, grant any option for the purchase of or effect any public or private sale or distribution of any of the Company’s equity securities (or any security convertible into or exchangeable or exercisable for any of the Company’s equity securities) during the five (5) Business Days (as such term is used in Regulation M under the Exchange Act) prior to, and during the time period reasonably requested by the sole or lead managing Underwriter not to exceed ninety (90) calendar days beginning on the effective date of the applicable Registration Statement (except as part of such underwritten registration or pursuant to registrations on Forms S-4 or S-8 (or any successor form to such forms)), unless the sole or lead Managing Underwriter in such Underwritten Offering otherwise agrees. The Company will use its reasonable best efforts to cause each director and officer of the Company and each holder of five percent (5%) or more of the equity securities (or any security convertible into or exchangeable or exercisable for any of its equity securities) of the Company to so agree.

4. REGISTRATION PROCEDURES.

4.1. Obligations of the Company.

Whenever the Company is required to effect the registration of Registrable Securities under the Securities Act pursuant to Section 2 of this Agreement, the Company shall, as expeditiously as possible:

(a) prepare and file with the SEC (promptly, and in any event within sixty (60) calendar days after receipt of a request to register Registrable Securities) the requisite Registration Statement to effect such registration, which Registration Statement shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith, and the Company shall use its best efforts to cause such Registration Statement to become effective (provided, that the Company may discontinue any registration of its securities that are not Registrable Securities, and, under the circumstances specified in Section 2.3, its securities that are Registrable Securities); provided, however, that before filing a Registration Statement or Prospectus or any amendments or supplements thereto, or comparable statements under securities or blue sky laws of any jurisdiction, the Company shall (i) provide Holders’ Counsel and any other Inspector with an adequate and appropriate opportunity to participate in the preparation of such Registration Statement and each Prospectus included therein (and each amendment or supplement thereto or comparable statement) to be filed with the SEC, which documents shall be subject to the review and comment of Holders’ Counsel, and (ii) not file any such Registration Statement or Prospectus (or amendment or supplement thereto or comparable statement) with the SEC to which Holders’ Counsel, any selling Holder or any other Inspector shall have reasonably objected on the grounds that such filing does not comply in all material respects with the requirements of the Securities Act or of the rules or regulations thereunder;

(b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary (i) to keep such Registration Statement effective, and (ii) to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement, in each case until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller(s) thereof set forth in such Registration Statement; provided, that such periods, in any event, shall terminate when all Registrable Securities covered by such Registration Statement have been sold (but not before the expiration of the ninety (90) calendar day period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder, if applicable);

(c) furnish, without charge, to each selling Holder of such Registrable Securities and each Underwriter, if any, of the securities covered by such Registration Statement, such number of copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits), and the Prospectus included in such Registration Statement (including each preliminary Prospectus) in conformity with the requirements of the Securities Act, and other documents, as such selling Holder and Underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such selling Holder (the Company hereby consenting to the use in accordance with applicable law of each such Registration Statement (or amendment or post-effective amendment thereto) and each such Prospectus (or preliminary prospectus or supplement thereto) by each such selling Holder of Registrable Securities and the Underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Registration Statement or Prospectus);

(d) prior to any public offering of Registrable Securities, use its best efforts to register or qualify all Registrable Securities and other securities covered by such Registration Statement under such other securities or blue sky laws of such jurisdictions as any selling Holder of Registrable Securities covered by such Registration Statement or the sole or lead managing Underwriter, if any, may reasonably request to enable such selling Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such selling Holder and to continue such registration or qualification in effect in each such jurisdiction for as long as such Registration Statement remains in effect (including through new filings or amendments or renewals), and do any and all other acts and things which may be necessary or advisable to enable any such selling Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such selling Holder; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 4.1(d), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction;

(e) use its best efforts to obtain all other approvals, consents, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the selling Holders of such Registrable Securities to consummate the disposition of such Registrable Securities;

(f) promptly notify Holders’ Counsel, each Holder of Registrable Securities covered by such Registration Statement and the sole or lead managing Underwriter, if any: (i) when the Registration Statement, any pre-effective amendment, the Prospectus or any prospectus supplement related thereto or post-effective amendment to the Registration Statement has been filed and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC or any state securities or blue sky authority for amendments or supplements to the Registration Statement or the Prospectus related thereto or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose, (v) of the existence of any fact of which the Company becomes aware or the happening of any event which results in (A) the Registration Statement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein not misleading, or (B) the Prospectus included in such Registration Statement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein, in the light of the circumstances under which they were made, not misleading, (vi) if at any time the representations and warranties contemplated by Section 2.5(b) cease to be true and correct in all material respects and (vii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate or that there exists circumstances not yet disclosed to the public which make further sales under such Registration Statement inadvisable pending such disclosure and post-effective amendment; and, if the notification relates to an event described in any of the clauses (ii) through (vii) of this Section 4.1(f), the Company shall promptly prepare a supplement or post-effective amendment to such Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that (1) such Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (2) as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading (and shall furnish to each such Holder and each Underwriter, if any, a reasonable number of copies of such Prospectus so supplemented or amended); and if the notification relates to an event described in clause (iii) of this Section 4.1(f), the Company shall take all reasonable action required to prevent the entry of such stop order or to remove it if entered;

(g) make available for inspection by any selling Holder of Registrable Securities, any sole or lead managing Underwriter participating in any disposition pursuant to such Registration Statement, Holders’ Counsel and any attorney, accountant or other agent retained by any such seller or any Underwriter (each, an “Inspector” and, collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company and any subsidiaries thereof as may be in existence at such time (collectively, the “Records”) as shall be necessary, in the opinion of such Holders’ and such Underwriters’ respective counsel, to enable them to exercise their due diligence responsibility and to conduct a reasonable investigation within the meaning of the Securities Act, and cause the Company’s and any subsidiaries’ officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspectors in connection with such Registration Statement;

(h) if requested by the Majority Holders of the Registration, obtain an opinion from the Company’s counsel and a “cold comfort” letter from the Company’s independent public accountants who have certified the Company’s financial statements included or incorporated by reference in such Registration Statement, in each case dated the effective date of such Registration Statement (and if such registration involves an Underwritten Offering, dated the date of the closing under the underwriting agreement), in customary form and covering such matters as are customarily covered by such opinions and “cold comfort” letters delivered to underwriters in underwritten public offerings, which opinion and letter shall be reasonably satisfactory to the sole or lead managing Underwriter, if any, and to the Majority Holders of the Registration, and furnish to each Holder participating in the offering and to each Underwriter, if any, a copy of such opinion and letter addressed to such Holder (in the case of the opinion) and Underwriter (in the case of the opinion and the “cold comfort” letter);

(i) provide a CUSIP number for all Registrable Securities and provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities covered by such Registration Statement not later than the effectiveness of such Registration Statement;

(j) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC and any other governmental agency or authority having jurisdiction over the offering, and make available to its security holders, as soon as reasonably practicable but no later than ninety (90) calendar days after the end of any twelve (12) month period, an earnings statement (i) commencing at the end of any month in which Registrable Securities are sold to Underwriters in an Underwritten Offering and (ii) commencing with the first day of the Company’s calendar month next succeeding each sale of Registrable Securities after the effective date of a Registration Statement, which statement shall cover such twelve (12) month periods, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(k) if so requested by the Majority Holders of the Registration, use its best efforts to cause all such Registrable Securities to be listed on each national securities exchange on which the Company’s securities are then listed, if any;

(l) keep each selling Holder of Registrable Securities advised in writing as to the initiation and progress of any registration under Section 2 hereunder;

(m) enter into and perform customary agreements (including, if applicable, an underwriting agreement in customary form) and provide officers’ certificates and other customary closing documents;

(n) cooperate with each selling Holder of Registrable Securities and each Underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA and make reasonably available its employees and personnel and otherwise provide reasonable assistance to the Underwriters (taking into account the needs of the Company’s businesses and the requirements of the marketing process) in the marketing of Registrable Securities in any Underwritten Offering;

(o) furnish to each Holder participating in the offering and the sole or lead managing Underwriter, if any, without charge, at least one manually-signed copy of the Registration Statement and any post-effective amendments thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those deemed to be incorporated by reference);

(p) cooperate with the selling Holders of Registrable Securities and the sole or lead managing Underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the Underwriters or, if not an Underwritten Offering, in accordance with the instructions of the selling Holders of Registrable Securities at least three (3) Business Days prior to any sale of Registrable Securities;

(q) if requested by the sole or lead managing Underwriter or any selling Holder of Registrable Securities, immediately incorporate in a prospectus supplement or post-effective amendment such information concerning such Holder of Registrable Securities, the Underwriters or the intended method of distribution as the sole or lead managing Underwriter or the selling Holder of Registrable Securities reasonably requests to be included therein and as is appropriate in the reasonable judgment of the Company, including, without limitation, information with respect to the number of shares of the Registrable Securities being sold to the Underwriters, the purchase price being paid therefor by such Underwriters and with respect to any other terms of the Underwritten Offering of the Registrable Securities to be sold in such offering; make all required filings of such Prospectus supplement or post-effective amendment as soon as notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment; and supplement or make amendments to any Registration Statement if requested by the sole or lead managing Underwriter of such Registrable Securities; and

(r) use its best efforts to take all other steps necessary to expedite or facilitate the registration and disposition of the Registrable Securities contemplated hereby.

4.2. Seller Information.

The Company may require each selling Holder of Registrable Securities as to which any registration is being effected to furnish to the Company such information regarding such Holder, such Holder’s Registrable Securities and such Holder’s intended method of disposition as the Company may from time to time reasonably request in writing; provided that such information shall be used only in connection with such registration.

If any Registration Statement or comparable statement under “blue sky” laws refers to any Holder by name or otherwise as the Holder of any securities of the Company, then such Holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such Holder and the Company, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the Company’s securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company, and (ii) in the event that such reference to such Holder by name or otherwise is not in the judgment of the Company, as advised by counsel, required by the Securities Act or any similar federal statute or any state “blue sky” or securities law then in force, the deletion of the reference to such Holder.

4.3. Notice to Discontinue.

Each Holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4.1(f)(ii) through (vii), such Holder shall forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4.1(f) and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus covering such Registrable Securities which is current at the time of receipt of such notice. If the Company shall give any such notice, the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, without limitation, the period referred to in Section 4.1(b)) by the number of days during the period from and including the date of the giving of such notice pursuant to Section 4.1(f) to and including the date when the Holder shall have received the copies of the supplemented or amended prospectus contemplated by and meeting the requirements of Section 4.1(f), and the Company shall pay any damages owed pursuant to Section 6.11(a) hereunder.

5. INDEMNIFICATION; CONTRIBUTION.

5.1. Indemnification by the Company.

The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, each Holder of Registrable Securities, its officers, directors, partners, members, shareholders, employees, Affiliates and agents (collectively, “Agents”) and each Person who controls such Holder (within the meaning of the Securities Act) and its Agents with respect to each registration which has been effected pursuant to this Agreement, against any and all losses, claims, damages or liabilities, joint or several, actions or proceedings (whether commenced or threatened) in respect thereof, and expenses (as incurred or suffered and including, but not limited to, any and all expenses incurred in investigating, preparing or defending any litigation or proceeding, whether commenced or threatened, and the reasonable fees, disbursements and other charges of legal counsel) in respect thereof (collectively, “Claims”), insofar as such Claims arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (including any preliminary, final or summary prospectus and any amendment or supplement thereto) related to any such registration or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, or any qualification or compliance incident thereto; provided, however, that the Company will not be liable in any such case to the extent that any such Claims arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact so made in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by such Holder specifically stating that it was expressly for use therein. The Company shall also indemnify any Underwriters of the Registrable Securities, their Agents and each Person who controls any such Underwriter (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Person who may be entitled to indemnification pursuant to this Section 5 and shall survive the transfer of securities by such Holder or Underwriter.

5.2. Indemnification by Holders.

Each Holder, if Registrable Securities held by it are included in the securities as to which a registration is being effected, agrees to, severally and not jointly, indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors and officers, each other Person who participates as an Underwriter in the offering or sale of such securities and its Agents and each Person who controls the Company or any such Underwriter (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) and its Agents against any and all Claims, insofar as such Claims arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (including any preliminary, final or summary prospectus and any amendment or supplement thereto) related to such registration, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by such Holder specifically stating that it was expressly for use therein; provided, however, that the aggregate amount which any such Holder shall be required to pay pursuant to this Section 5.2 shall in no event be greater than the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such Claims less all amounts previously paid by such Holder with respect to any such Claims. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Holder or Underwriter.

5.3. Conduct of Indemnification Proceedings.

Promptly after receipt by an indemnified party of notice of any Claim or the commencement of any action or proceeding involving a Claim under this Section 5, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party pursuant to Section 5, (i) notify the indemnifying party in writing of the Claim or the commencement of such action or proceeding; provided, that the failure of any indemnified party to provide such notice shall not relieve the indemnifying party of its obligations under this Section 5, except to the extent the indemnifying party is materially and actually prejudiced thereby and shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than under this Section 5, and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any indemnified party shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (A) the indemnifying party has agreed in writing to pay such fees and expenses, (B) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such indemnified party within ten (10) calendar days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so, (C) in the reasonable judgment of any such indemnified party, based upon advice of counsel, a conflict of interest may exist between such indemnified party and the indemnifying party with respect to such claims (in which case, if the indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such indemnified party) or (D) such indemnified party is a defendant in an action or proceeding which is also brought against the indemnifying party and reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party. No indemnifying party shall be liable for any settlement of any such claim or action effected without its written consent, which consent shall not be unreasonably withheld. In addition, without the consent of the indemnified party (which consent shall not be unreasonably withheld), no indemnifying party shall be permitted to consent to entry of any judgment with respect to, or to effect the settlement or compromise of any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim), unless such settlement, compromise or judgment (1) includes an unconditional release of the indemnified party from all liability arising out of such action or claim, (2) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party, and (3) does not provide for any action on the part of any party other than the payment of money damages which is to be paid in full by the indemnifying party.

5.4. Contribution.

If the indemnification provided for in Section 5.1 or 5.2 from the indemnifying party for any reason is unavailable to (other than by reason of exceptions provided therein), or is insufficient to hold harmless, an indemnified party hereunder in respect of any Claim, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Claim in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, in connection with the actions which resulted in such Claim, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. If, however, the foregoing allocation is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults but also the relative benefits of the indemnifying party and the indemnified party as well as any other relevant equitable considerations.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5.4 were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by a party as a result of any Claim referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth in Section 5.3, any legal or other fees, costs or expenses reasonably incurred by such party in connection with any investigation or proceeding. Notwithstanding anything in this Section 5.4 to the contrary, no indemnifying party (other than the Company) shall be required pursuant to this Section 5.4 to contribute any amount in excess of the net proceeds received by such indemnifying party from the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such Claims, less all amounts previously paid by such indemnifying party with respect to such Claims. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

5.5. Other Indemnification.

Indemnification similar to that specified in the preceding Sections 5.1 and 5.2 (with appropriate modifications) shall be given by the Company and each selling Holder of Registrable Securities with respect to any required registration or other qualification of securities under any Federal or state law or regulation of any governmental authority, other than the Securities Act. The indemnity agreements contained herein shall be in addition to any other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract.

5.6. Indemnification Payments.

The indemnification and contribution required by this Section 5 shall be made by periodic payments of the amount thereof during the course of any investigation or defense, as and when bills are received or any expense, loss, damage or liability is incurred.

6. GENERAL.

6.1. Adjustments Affecting Registrable Securities.

The Company agrees that it shall not effect or permit to occur any combination or subdivision of shares which would adversely affect the ability of the Holder of any Registrable Securities to include such Registrable Securities in any registration contemplated by this Agreement or the marketability of such Registrable Securities in any such registration.

6.2. Registration Rights to Others.

The Company has not previously entered into an agreement with respect to its securities granting any registration rights to any Person. If the Company shall at any time hereafter provide to any holder of any securities of the Company rights with respect to the registration of such securities under the Securities Act, (i) such rights shall not be in conflict with or adversely affect any of the rights provided in this Agreement to the Holders and (ii) such rights may only be on terms or conditions more favorable to such holder than the terms and conditions provided in this Agreement, with the consent of the Majority Holders and in such case, the Company shall provide (by way of amendment to this Agreement or otherwise) such more favorable terms or conditions to the Holders.

6.3. Availability of Information; Rule 144; Rule 144A; Other Exemptions.

The Company covenants that it shall timely file any reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c) of Rule 144 promulgated under the Securities Act), and that it shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 and Rule 144A promulgated under the Securities Act, as such rules may be amended from time to time, or (ii) any other rule or regulation now existing or hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements.

6.4. Amendments and Waivers.

The provisions of this Agreement may not be amended, modified, supplemented or terminated, and waivers or consents to departures from the provisions hereof may not be given, without the written consent of the Company and the Majority Holders, provided, however, that no such amendment, modification, supplement, waiver or consent to departure shall reduce the aforesaid percentage of Registrable Securities without the written consent of all of the Holders of Registrable Securities; and provided, further, that to the extent any Holder would be disproportionately adversely affected by such amendment or waiver, then such Holder’s consent shall also be required. Nothing herein shall prohibit any amendment, modification, supplement, termination, waiver or consent to departure the adverse effect of which is limited only to those Holders who have agreed to such amendment, modification, supplement, termination, waiver or consent to departure.

6.5. Notices.

All notices and other communications provided for or permitted hereunder shall be deemed to be sufficient if contained in a written instrument and shall be deemed to have been duly given when delivered in person, by telecopy, by facsimile, by nationally-recognized overnight courier, or by first class registered or certified mail, postage prepaid, addressed to such party at the address set forth below or such other address as may hereafter be designated in writing by the addressee as follows:

(i)

If to the Company, to:

DynaResource, Inc.

222 W. Las Colinas Blvd.

Suite 1910 North Tower

Irving, TX 75039

Attention: K.W. (“K.D.”) Diepholz

With a copy to:

Scheef & Stone, L.L.P.

2700 Ross Tower, 500 N. Akard

Dallas, Texas 75201

Attention: Roger A. Crabb

Fax Number: (214) 706-4242

(ii)

If to the Investor, to:

Golden Post Rail, LLC

1110 Post Oak Place

Westlake, TX 76262

Attention: Matthew Rose

With a copy to:

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

Attention: Greg R. Samuel

Fax Number: (214) 200-0577

(iii)

If to any subsequent Holder, to the address of such Person set forth in the records of the Company.

All such notices, requests, consents and other communications shall be deemed to have been delivered (a) in the case of personal delivery or delivery by telecopy or facsimile, on the date of such delivery, (b) in the case of nationally-recognized overnight courier, on the next Business Day and (c) in the case of mailing, on the third (3rd) Business Day following such mailing if sent by certified mail, return receipt requested.

6.6. Successors and Assigns.

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors and permitted assigns (including any permitted transferee of Registrable Securities). Any Holder may assign to any transferee of its Registrable Securities (other than a transferee that acquires such Registrable Securities in a registered public offering or a sale pursuant to Rule 144 promulgated under the Securities Act (or any successor rule)), its rights and obligations under this Agreement; provided, however, if any transferee shall take and hold Registrable Securities, such transferee shall promptly notify the Company and by taking and holding such Registrable Securities such transferee shall automatically be entitled to receive the benefits of and be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement as if it were a party hereto (and shall, for all purposes, be deemed a Holder under this Agreement). If the Company shall so request, any heir, successor or assign (including any transferee) shall agree in writing to acquire and hold the Registrable Securities subject to all of the terms hereof. For purposes of this Agreement, “successor” for any entity other than a natural person shall mean a successor to such entity as a result of such entity’s merger, consolidation, sale of substantially all of its assets, or similar transaction. Notwithstanding any contrary provision herein, the Company, in consultation with and subject to the consent of the Investor, may permit any Person who subsequently acquires Registrable Securities to become a “Holder” hereunder by executing a Joinder Agreement, in substantially the form attached hereto as Exhibit A.

6.7. Counterparts.

This Agreement may be executed in two or more counterparts, each of which, when so executed and delivered, shall be deemed to be an original, but all of which counterparts, taken together, shall constitute one and the same instrument.

6.8. Descriptive Headings, Etc.

The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of terms contained herein. Unless the context of this Agreement otherwise requires: (i) words of any gender shall be deemed to include each other gender; (ii) words using the singular or plural number shall also include the plural or singular number, respectively; (iii) the words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and paragraph references are to the Sections and paragraphs of this Agreement unless otherwise specified; (iv) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified; (v) “or” is not exclusive and (vi) provisions apply to successive events and transactions.

6.9. Severability.

In the event that any one or more of the provisions, paragraphs, words, clauses, phrases or sentences contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision, paragraph, word, clause, phrase or sentence in every other respect and of the other remaining provisions, paragraphs, words, clauses, phrases or sentences hereof shall not be in any way impaired, it being intended that all rights, powers and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law.

6.10. Governing Law.

This Agreement will be governed by and construed in accordance with the domestic laws of the State of Texas, without giving effect to any choice of law or conflicting provision or rule (whether of the State of Texas, or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Texas to be applied. In furtherance of the foregoing, the internal law of the State of Texas will control the interpretation and construction of this Agreement, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

6.11. Remedies; Specific Performance.

(a) If: (i) the Company is required to file a Registration Statement pursuant to Section 2 of this Agreement and fails to file such Registration Statement with the SEC within sixty (60) calendar days of receipt of a request to register the Registrable Securities, (ii) the Company fails to file with the SEC a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated under the Securities Act within five (5) calendar days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review, (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the SEC in respect of such Registration Statement within twenty (20) calendar days of the receipt of comments by, or notice from, the SEC that such amendment is required in order for such Registration Statement to be declared effective, (iv) a Registration Statement that has been filed with the SEC is not declared effective by the SEC within one hundred twenty (120) calendar days of the date such Registration Statement was filed or (v) in the case of a Shelf Registration Statement or a Demand Registration Statement for an offering on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act, such Registration Statement ceases for any reason, including due to a Blackout Notice, to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than twenty (20) consecutive calendar days or more than an aggregate of thirty (30) calendar days (which need not be consecutive calendar days) during any twelve (12) month period, (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) calendar day period is exceeded, and for purpose of clause (iii) the date which such twenty (20) calendar day period is exceeded, and for purpose of clause (v) the date on which such twenty (20) or thirty (30) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to the Holders (apportioned on a pro rata basis by the percentage of Registrable Securities that are not then covered by a Registration Statement owned by each Holder) an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of (1) the product of (A) one and one-half percent (1.5%) multiplied by (B) the quotient of (I) the number of each Holders’ Registrable Securities that are not then covered by a Registration Statement that is then effective and available for use by the Holders divided by (II) the total number of the Holders’ Registrable Securities multiplied by (2) the aggregate purchase price paid by the Investor pursuant to the Series C Purchase Agreement and the Purchase Agreement, as applicable; provided, however, that, in the event that none of the Holders’ Registrable Securities are then covered by a Registration Statement that is effective and available for use by the Holders, the quotient of (I) divided by (II) in clause (1)(B) herein shall be deemed to equal 1. The parties agree that the maximum aggregate liquidated damages payable to the Holders under this Agreement shall be nine percent (9%) of the aggregate amount paid by the Investor pursuant to the Series C Purchase Agreement and the Purchase Agreement, as applicable. If the Company fails to pay any partial liquidated damages pursuant to this Section 6.11(a) in full within seven (7) calendar days after the date payable, the Company will pay interest thereon at a rate of eighteen percent (18%) per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holders, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

(b) Notwithstanding Section 6.11(a), the parties hereto acknowledge that money damages would not be an adequate remedy at law if any party fails to perform in any material respect any of its obligations hereunder, and accordingly agree that each party, in addition to any other remedy to which it may be entitled pursuant to Section 6.11(a), at law or in equity, shall be entitled to seek to compel specific performance of the obligations of any other party under this Agreement, without the posting of any bond, in accordance with the terms and conditions of this Agreement in any court of the United States or any State thereof having jurisdiction, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law. An Event shall constitute a breach of this Agreement entitling the Holders to remedies hereunder.

(c) Except as otherwise provided by law, a delay or omission by a party hereto in exercising any right or remedy granted pursuant to this Agreement shall not impair the right or remedy or constitute a waiver of or acquiescence in any such breach. No remedy provided hereunder, by law or in equity shall be exclusive of any other remedy. All available remedies under shall be cumulative.

6.12. Entire Agreement.

This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings relating to such subject matter, other than those set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the Company and the other parties to this Agreement with respect to such subject matter.

6.13. Nominees for Beneficial Owners.

In the event that any Registrable Securities are held by a nominee for the beneficial owner thereof, the beneficial owner thereof may, at its election in writing delivered to the Company, be treated as the holder of such Registrable Securities for purposes of any request or other action by any holder or holders of Registrable Securities pursuant to this Agreement or any determination of any number or percentage of shares of Registrable Securities held by any holder or holders of Registrable Securities contemplated by this Agreement. If the beneficial owner of any Registrable Securities so elects, the Company may require assurances reasonably satisfactory to it of such owner’s beneficial ownership of such Registrable Securities.

6.14. Consent to Jurisdiction.

(a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself or himself and its or his property, to the exclusive jurisdiction of any Texas state court sitting in Dallas county or federal court of the United States of America sitting in Dallas county, and any appellate court presiding thereover, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereunder or thereunder or for recognition or enforcement of any judgment relating thereto, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Texas state court or, to the extent permitted by law, in any such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it or he may legally and effectively do so, any objection that it or he may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereunder or thereunder in any State or federal court sitting in Dallas county. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

The parties hereto further agree that the notice of any process required by any such court in the manner set forth in Section 6.5 shall constitute valid and lawful service of process against them, without the necessity for service by any other means provided by law.

6.15. Further Assurances.

Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

6.16. No Inconsistent Agreements.

The Company will not hereafter enter into any agreement which is inconsistent with the rights granted to the Holders in this Agreement.

6.17. Construction.

The Company and the Investor acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement with its legal counsel and that this Agreement shall be construed as if jointly drafted by the Company and the Holders.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

DYNARESOURCE, INC.			GOLDEN POST RAIL, LLC:
By: ___________________________			By: ___________________________
Name: K.W. (“K.D.”) Diepholz			Name: Matthew K. Rose
Title: Chairman & CEO			Title: Manager, President, Secretary & Treasurer

Registration Rights Agreement

Exhibit A

JOINDER AGREEMENT

REGISTRATION RIGHTS AGREEMENT

This Joinder Agreement to Registration Rights Agreement is made and entered into as of _________, 202_ (the “Agreement”) by and between DynaResource, Inc., a Delaware corporation (the “Company”), and the person listed on the signature page hereto under the heading “Holder” (such person being referred to as the “Holder”).

WHEREAS, to provide for certain registration rights with respect to certain of the Company’s securities, the Company and Golden Post Rail, LLC have executed that certain Amended and Restated Registration Rights Agreement dated as of May ___, 2020 (the “Registration Rights Agreement”);

WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Registration Rights Agreement; and

WHEREAS, Holder desires to become a party to the Registration Rights Agreement.

NOW, THEREFORE, in consideration of the foregoing, the delivery to and receipt by Holder of Registrable Securities, the covenants and agreements contained herein and other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, Holder hereby agrees as follows:

1. Holder hereby executes this Agreement for the purpose of becoming a “Holder” under the Registration Rights Agreement. Holder hereby assumes all of the duties, obligations and liabilities of a “Holder” under the Registration Rights Agreement.

2. Holder shall be deemed a “Holder” for all purposes under the Registration Rights Agreement, and shall be subject to and shall benefit from all of the rights and obligations of a “Holder” thereunder. All references in the Registration Rights Agreement to “Holder” shall mean and be a reference to Holder. The Registration Rights Agreement is hereby amended by deeming the signature of Holder hereto as a signature to the Registration Rights Agreement.

3. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to principles of conflicts of law.

* * * * *

IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date above first written.

	DYNARESOURCE, INC.

	By:	___________________________
		Name:
		Title:

	HOLDER:
		___________________________
		Name:

Exhibit 10.1

DYNARESOURCE, INC.

NOTE PURCHASE AGREEMENT

This NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of May ___, 2020, by and among DynaResource, Inc., a Delaware corporation (the “Company”), Golden Post Rail, LLC, a Texas limited liability company (the “Lead Purchaser”), and the other parties listed on Exhibit A hereto (each, including the Lead Purchaser, a “Purchaser,” and, collectively, the “Purchasers”).

RECITALS

A. The Company desires to issue and sell convertible promissory notes, in substantially the form attached to this Agreement as Exhibit B (each, a “Note,” and, collectively, the “Notes”) in an aggregate amount of up to $3,900,000, which shall be convertible on the terms stated therein into equity securities of the Company.

B. To induce the Lead Purchaser to serve as the lead investor, the Company desires to issue and sell to Lead Purchaser that certain warrant, in substantially the form attached to this Agreement as Exhibit C-1 (the “GP Warrant”), which shall be exercisable on the terms stated therein for Common Stock (as defined therein) of the Company.

C. To induce the Purchasers (other than the Lead Purchaser) (the “Remaining Purchasers”), the Company desires to issue and sell to each of the Remaining Purchasers a warrant, in substantially the form attached to this Agreement as Exhibit C-2 (collectively, the “Remaining Warrants,” and together with the GP Warrant, the “Warrants”), which shall be exercisable on the terms stated therein for Common Stock of the Company

D. The Notes and the Warrants and the equity securities issuable upon conversion and/or exercise thereof (and the securities issuable upon conversion and/or exercise of such equity securities) are collectively referred to herein as the “Securities”.

AGREEMENT

In consideration of the mutual promises contained herein and other good and valuable consideration, receipt of which is hereby acknowledged, the parties to this Agreement agree as follows:

1. Purchase and Sale of the Notes and the Warrants.

1.1 Sale and Issuance of the Notes. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), each Purchaser agrees to purchase, and the Company agrees to issue and sell to such Purchaser, a Note in the aggregate principal amount set forth opposite such Purchaser’s name on Exhibit A. The purchase price for each Note shall be equal to 100% of the principal amount of such Note.

1.2 Sale and Issuance of the Warrants. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), (i) Lead Purchaser agrees to purchase, and the Company agrees to issue and sell to Lead Purchaser, the GP Warrant, to be exercised for the shares set forth opposite the Lead Purchaser’s name on Exhibit A, and (ii) each of the Remaining Purchasers agrees to purchase, and the Company agrees to issue and sell to such Remaining Purchasers, the Remaining Warrants to be exercised for the shares set forth opposite such Remaining Purchaser’s name on Exhibit A.

1.3 Closing; Delivery.

(a) The purchase and sale of the Notes and the Warrants shall take place remotely via the exchange of documents and signatures on the date of this Agreement or at such other time and place as the Company and the Lead Purchaser may mutually agree upon, orally or in writing (which time and date are designated as the “Closing”).

(b) At the Closing, the Company shall deliver to (i) each Purchaser participating in the Closing the Note to be purchased by such Purchaser against (A) payment of the purchase price therefor by wire transfer to a bank account designated by the Company, and (B) delivery of counterpart signature pages to the Transaction Documents (as defined below), (ii) the Lead Purchaser, the GP Warrant, and (iii) the Remaining Purchasers, the Remaining Warrants; provided, that, in the case of the immediately preceding clause (i), to the extent a Purchaser has delivered payment of the purchase price set forth opposite such Purchaser’s name on Exhibit A prior to the date hereof (the “Funding Date”), the Company shall deliver to Purchaser, at the Closing, the Note purchased by such Purchaser against such Purchaser’s delivery of counterpart signature pages to the Transaction Documents (as defined below).

(c) The Company may not issue any additional Notes and/or Warrants following the Closing unless such issuance is approved in advance by the Lead Purchaser.

1.4 Closing Deliverables. At the Closing, the Company shall deliver, or cause to be delivered:

(a) to the Lead Purchaser, evidence that the Series D Preferred Stock Certificate of Designation, setting forth the rights, preferences, privileges and obligations of the Series D Preferred Stock, has been duly filed with the Secretary of State of Delaware;

(b) to the Lead Purchaser, an amendment to the Common Stock Purchase Warrant, issued to Lead Purchaser on June 30, 2015, extending the maturity date therein for an additional two (2) years and adding an equity cap in respect of the exercise of the Common Stock Purchase Warrant into Common Stock of the Company, duly executed by the Company and effective as of the Closing;1

(c) to the Lead Purchaser, that certain Pledge Agreement, dated as of the date hereof, by and among the Company, Lead Purchaser and Koy W. Diepholz (“K.D. Diepholz”) (the “Pledge Agreement”), duly executed by the Company and K.D. Diepholz and effective as of the Closing;

(d) to the Lead Purchaser, evidence that a first priority security interest in the Collateral (as defined in the Pledge Agreement) has been created and perfected in favor of the Lead Purchaser or its designee, in the manner contemplated by the Pledge Agreement, effective as of the Closing;

(e) to the Lead Purchaser, an amendment to the Registration Rights Agreement, dated June 30, 2015, between the Company and Lead Purchaser, duly executed by the Company, granting to Lead Purchaser customary registration rights effective as of the Closing;

(f) to the Lead Purchaser, a Satisfaction of Note and Release, dated effective at least one day prior to the Initial Closing, between the Company and Equity Trust Company Custodian FBO Michael F. Fadell/Acct. # Z136793, duly executed by the parties thereto;

(g) to the Lead Purchaser, (i) evidence reasonably satisfactory to the Lead Purchaser of payment of the amounts set forth on the Draw Summary to the extent such amounts were paid in full by the Company prior to the Closing, and (ii) copies of invoices and other similar documentation evidencing the amounts set forth on the Draw Summary, including the name of the payee and the purpose of such payment; and

(h) such other documents reasonably requested by the Lead Purchaser.

1.5 Transaction Documents. Each Purchaser understands and agrees that the conversion of the Note(s) and the exercise of the Warrant(s) held by such Purchaser into equity securities of the Company will require such Purchaser’s execution of certain agreements relating to the purchase and sale of such securities as well as any rights relating to such equity securities; provided, however, that the obligation of each Purchaser to enter into any such agreements shall be subject to such agreements containing only terms which are reasonable and customary for the type of investment or exercise being conducted by such Purchaser; provided, further, that such documents have customary exceptions to any drag-along applicable to such Purchaser, including, without limitation, limited representations and warranties and limited liability and indemnification obligations on the part of such Purchaser. Each Purchaser’s rights, preferences and privileges, and any obligations to which it may be bound, under any such agreement to which it becomes a party shall be no less favorable than those granted to any other current or prospective stockholder of the Company thereunder having the same class or series of securities held by such Purchaser.

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1 NTD: Warrant for 2,306 shares of Common Stock to be issued to GPR and dated effective prior to the funding and closing of this transaction. Certificate of Increase to be filed by the Company prior to the date hereof and issuance of 1,771 shares of Series C Preferred to GPR to be effective prior to the date hereof.

1.6 Use of Proceeds. The Company will use the proceeds from the sale of the Notes and the GP Warrant to GPR (a) first, to satisfy any payables of the Company that are set forth in the summary attached hereto as Exhibit E (the “Draw Summary”) to the extent due and outstanding as of the date hereof (it being understood that no payables set forth in the Draw Summary relate to payables outstanding under any convertible promissory notes and/or debt securities of the Company),2 and (b) second, to the extent there are any funds then remaining, for the expansion of Tres Amigos, subject to the terms and conditions outlined in the Draw Request approved by the Lead Purchaser in accordance with the Note and in accordance with the budget attached hereto as Exhibit D. The Company agrees that, until such time as the Notes and the GP Warrant are no longer outstanding, without the prior written consent of the Lead Purchaser, it will not use any such proceeds (i) to redeem, repurchase or otherwise acquire, or to make any distributions in respect of, any of the Company’s securities, (ii) to repay or otherwise satisfy any indebtedness of the Company (other than to the extent set forth on Exhibit G attached hereto), or (iii) for any personal, family, or household purpose. With respect to the convertible promissory note set forth on Exhibit G attached hereto, the Company shall, prior to December 31, 2020, repay such convertible promissory note in full and deliver to the Lead Purchaser a Satisfaction of Note and Release, in form and substance reasonably acceptable to Lead Purchaser, duly executed by the Company and the holder of such convertible promissory note.

1.7 Issuance of Securities. The Company has reserved from its unissued shares of Series D Preferred Stock and Common Stock for issuance and delivery upon the conversion of the Notes, conversion of the Series D Preferred Stock underlying the Notes and/or the exercise of the Warrants, such number of shares of Series D Preferred Stock and Common Stock for issuance upon any such conversion and/or exercise, and agrees to take such steps necessary to amend its certificate of incorporation to provide sufficient authorized numbers of shares of Series D Preferred Stock and Common Stock issuable upon the conversion of the Notes, conversion of the Series D Preferred Stock underlying the Notes and/or exercise of the Warrants, subject to the rights of its stockholders. All such shares shall be duly authorized, and when issued upon any such conversion and/or exercise, shall be validly issued, fully paid and non-assessable, free and clear of all liens, security interests, charges and other encumbrances or restrictions on sale and free and clear of all preemptive rights, except encumbrances or restrictions arising under federal or state securities laws.

2. Representations, Warranties and Covenants of the Company. The Company hereby represents and warrants to each Purchaser, except, in each case, as set forth on the Disclosure Schedule to this Agreement, attached as Exhibit F to this Agreement, which exceptions shall be deemed to be part of the representations and warranties made hereunder, which representations and warranties are made as of each Closing (unless otherwise specified therein), that:

2.1 Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property or results of operations of the Company.

2.2 Authorization. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to sell and issue the Notes and the Warrants hereunder, and to carry out and perform its obligations hereunder and thereunder. All corporate action on the part of the Company, its directors and stockholders necessary for the authorization, execution, delivery and performance of this Agreement, the Warrants and the Notes by the Company, has been taken. This Agreement, the Notes, the Warrants, the Pledge Agreement and the Side Letter by and between the Company and the Lead Purchaser (collectively, the “Transaction Documents”), when executed and delivered by the Company, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general application affecting enforcement of creditors’ rights generally and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

2.3 Capitalization.

(a) The authorized capital stock of the Company consists, immediately prior to the Closing, of: (i) 25,000,000 shares of Common Stock, par value $0.01 per share (“Common Stock”), of which 17,722,825 shares of Common Stock are issued and outstanding, and (ii) 20,001,000 shares of Preferred Stock, par value $0.0001 per share (“Preferred Stock”), of which 1,000 shares of Preferred Stock are designated Series A Preferred Stock, all of which are issued and outstanding, 1,734,992 shares of Preferred Stock are designated Series C Senior Convertible Preferred Stock, all of which are issued and outstanding, and 3,000,000 shares of Preferred Stock are designated Series D Senior Convertible Preferred Stock, none of which have been issued and outstanding. All of the outstanding shares of Preferred Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.

(b) Except as described above and in Schedule 2.3(b) of the Disclosure Schedule, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, for the purchase or acquisition from the Company of any shares of Common Stock, Preferred Stock or any securities convertible into or exchangeable for shares of Common Stock or Preferred Stock.

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2 NTD: To include one-half of the $500,000 success fee of the Company’s Mexican legal counsel.

(c) The Company has obtained valid waivers of any rights by other parties to purchase any of the Company’s Securities (including the Warrants) covered by this Agreement.

(d) All shares of the Company’s Common Stock and Preferred Stock are owned of record and beneficially by the stockholders in the amounts set forth in the schedule previously provided to the Lead Purchaser. There are no outstanding dividends, whether current or accumulated, due or payable on any of the capital stock of the Company.

2.4 Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except for filings pursuant to applicable state securities laws and Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

2.5 Compliance with Laws and Other Instruments. The Company is not in violation or default of any provisions of (i) its certificate of incorporation or bylaws, (ii) any instrument, judgment, order, writ, decree or contract to which it is a party or by which it is bound, or (iii) to its knowledge, any provision of federal or state statute, rule or regulation applicable to the Company, in the case of clauses (ii) and (iii), the violation of which would have a material and adverse effect on the Company, its business or assets. The execution, delivery and performance of the Transaction Documents, and the consummation of the transactions contemplated hereby and thereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice (or both), either a default under any such provision, instrument, judgment, order, writ, decree or contract or an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations. Without limiting the foregoing, the Company has obtained all waivers reasonably necessary with respect to any preemptive rights, rights of first refusal or similar rights, including any notice or offering periods provided for as part of any such rights, in order for the Company to consummate the transactions contemplated under the Transaction Documents without any third party obtaining any rights to cause the Company to offer or issue any securities of the Company as a result of the consummation of the transactions contemplated under the Transaction Documents.

2.6 Litigation. There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or, to the Company’s knowledge, currently threatened in writing, (a) against the Company or any officer or directors of the Company arising out of their employment or board relationship with the Company or (b) that questions the validity of the Transaction Documents or the right of the Company to enter into them, or to consummate the transactions contemplated by the Transaction Documents. Neither the Company nor any of its officers or directors is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality (in the case of officers or directors, such as would affect the Company).

2.7 Absence of Liens. The property and assets that the Company owns are free and clear of all mortgages, deeds of trust, liens, loans and encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets. With respect to the property and assets it leases, the Company is in compliance with such leases and, to its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances other than those of the lessors of such property or assets.

2.8 Valid Offering. Assuming the accuracy of the representations of the Purchasers in Section 3 of this Agreement and, with respect to the Securities to be offered and sold hereunder, the Securities will be issued in compliance with all applicable federal and state securities laws. In connection with the offering of the Securities made pursuant to this Agreement, the Company has not published, distributed, issued, posted or otherwise used or employed and shall not publish, distribute, issue, post or otherwise use or employ any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act (a “General Solicitation”).

2.9 Disqualification. No disqualifying event described in Rule 506(d)(1)(i)-(viii) promulgated under the Securities Act is applicable to the Company or, to the Company’s knowledge, any Company Covered Person, except for a Disqualification Event as to which Rule 506(d)(2)(ii)-(iv) or (d)(3) is applicable. “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).

2.10 Disclosure. No representation or warranty of the Company contained in this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.

3. Representations, Warranties and Covenants of each Purchaser. Each Purchaser, solely with respect to itself, himself or herself and not with respect to any other Purchaser, hereby represents and warrants to the Company, which representations and warranties are made as of the date of each Closing in which such Purchaser participates, that:

3.1 Authorization. Such Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by such Purchaser, will constitute valid and legally binding obligations of such Purchaser, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general application affecting enforcement of creditors’ rights generally and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

3.2 Purchase Entirely for Own Account. This Agreement is made with such Purchaser in reliance upon such Purchaser’s representation to the Company, which by such Purchaser’s execution of this Agreement, such Purchaser hereby confirms, that the Securities to be acquired by such Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of securities laws, and that such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Purchaser further represents that such Purchaser does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Securities. Such Purchaser has not been formed for the specific purpose of acquiring the Securities.

3.3 Disclosure of Information. Such Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Such Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Securities with the Company’s management and has had an opportunity to review the Company’s facilities. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 2 of this Agreement or the right of each Purchaser to rely thereon.

3.4 Restricted Securities. Such Purchaser understands that the Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Purchaser’s representations as expressed herein. Such Purchaser understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, such Purchaser must hold the Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Such Purchaser acknowledges that the Company has no obligation to register or qualify the Securities for resale. Such Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of such Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

3.5 No Public Market. Such Purchaser understands that, except with respect to the Common Stock, no public market now exists for any of the Securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for the Securities.

3.6 Legends. Such Purchaser understands that the Securities, and any securities issued in respect thereof or exchange therefor, may bear one or all of the following legends:

(a) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF IN VIOLATION OF SECURITIES LAWS. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”

(b) Any legend required by the Blue Sky laws of any state to the extent such laws are applicable to the shares represented by the certificate so legended.

3.7 Investment Experience. Such Purchaser understands that the purchase of the Securities involves substantial risk, particularly given the limited financial and operating history of the Company. Such Purchaser has experience as an investor in securities of companies in the development stage and acknowledges that such Purchaser is able to fend for itself, can bear the economic risk of such Purchaser’s investment in the Securities and has such knowledge and experience in financial or business matters that such Purchaser is capable of evaluating the merits and risks of this investment in the Securities and protecting its own interests in connection with this investment.

3.8 Disqualification. Such Purchaser represents that neither such Purchaser, nor any person or entity with whom such Purchaser shares beneficial ownership of Company securities, is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) to (viii) promulgated under the Securities Act.

3.9 Accredited Investor. Such Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

3.10 Foreign Investors. If such Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended, the “Code”), such Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities, (b) any foreign exchange restrictions applicable to such purchase, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Such Purchaser’s subscription and payment for and continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of such Purchaser’s jurisdiction.

3.11 No General Solicitation. Neither such Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners, has either directly or indirectly, including, through a broker or finder (a) engaged in any general solicitation, or (b) published any advertisement in connection with the offer and sale of the Securities.

4. Finder’s Fee. Each party represents that it is not, and will not be, obligated for any finder’s fee or commission in connection with this transaction. The Company agrees to indemnify and to hold harmless each Purchaser from any liability for any commission or compensation in the nature of a finder’s fee (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees, or representatives is responsible. Each Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s fee (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers, employees, or representatives is responsible.

5. Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any person, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Purchaser agrees that neither any Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore taken or omitted to be taken by any of them in connection with the purchase of the Securities.

6. Additional Covenants. Effective as of the Closing, the Company shall, at all times, (a) appoint and maintain a Chief Financial Officer, or until such appointment, an acting Chief Financial Officer, (b) make and keep available adequate current public information, as those terms are understood and defined in Rule 144 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act (“SEC Rule 144”), (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (d) furnish to any Purchaser, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act, and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies); (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company; and (iii) such other information as may be reasonably requested in availing any Purchaser of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).

7. Stockholder Approval. The Company shall solicit from each holder of Common Stock of the Company entitled to vote at a special or annual meeting of the holders of Common Stock of the Company (the “Shareholder Meeting”), which shall be promptly called and held not later than July 14, 20203 (the “Shareholder Meeting Deadline”), such shareholders’ affirmative vote at the Shareholder Meeting for approval of (a) an amendment of the Company’s certificate of incorporation to increase the number of authorized shares of Common Stock from 25,000,000 shares to 40,000,000 shares, and (b) an amendment of the Certificate of Designations of the Series C Senior Convertible Preferred Stock, par value $0.0001, of the Company (i) to extend the maturity date of the Series C Senior Convertible Preferred Stock by an additional two (2) years, (ii) to add an equity cap in respect of the conversion of Series C Senior Convertible Preferred Stock into Common Stock of the Company, and (iii) to add certain restrictions on the ability of the Company to issue Series C Senior Convertible Preferred Stock (collectively, the “Shareholder Approval”), and the Company shall use its reasonable best efforts to solicit the approval the holders of Common Stock of such resolutions and to cause the board of directors of the Company to recommend to the holders of Common Stock that they approve such resolutions. Upon receipt by the Company of the Shareholder Approval, the Company shall promptly provide to the Lead Purchaser evidence of such Shareholder Approval and evidence of the filing of an amendment to the certificate of incorporation of the Company and an amendment to the Certificate of Designations of the Series C Senior Convertible Preferred Stock with the Secretary of State of Delaware effecting, in each case, the Shareholder Approval (the “Charter Amendments”).

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3 NTD: To be 60 days from the Closing Date.

8. Miscellaneous.

8.1 Transfer; Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Subject to the requirements set forth in the Note(s) and/or the Warrants, the rights under this Agreement may be assigned (but only with all related obligations) by any Purchaser, without the consent of the Company, to any Affiliate of such Purchaser (as defined in the Note).

8.2 Governing Law; Venue. This Agreement, the Note(s), the Warrants and/or all acts and transactions pursuant hereto and thereto and the rights and obligations of the parties hereto and thereto shall be governed, construed and interpreted in accordance with the laws of the State of Texas, without giving effect to principles of conflicts of law. This Agreement, the Note(s), the Warrants and/or any other Transaction Document have been entered into in Dallas County, Texas and are performable for all purposes in Dallas County, Texas. The parties hereby agree that any lawsuit, action, or proceeding that is brought (whether in contract, tort or otherwise) arising out of or relating to this Agreement, the Note(s), the Warrants and/or any other Transaction Document or the transactions contemplated hereby and thereby, or the actions of any Purchaser in the negotiation, administration or enforcement of this Agreement, the Note(s), the Warrants and/or any other Transaction Document shall be brought in a state or federal court of competent jurisdiction located in the Northern District of Texas. Each of the parties hereto irrevocably and unconditionally (a) submits to the exclusive jurisdiction of such courts, (b) waives any objection it may now or hereafter have as to the venue of any such lawsuit, action or proceeding brought in any such court, and (c) further waives any claim that it may now or hereafter have that any such court is an inconvenient forum.

8.3 Counterparts; Telecopy Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device (including DocuSign, adobe acrobat or otherwise) pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as a facsimile, telecopy or other reproduction hereto.

8.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

8.5 Notices. All notices and other communications given or made pursuant to this Agreement, the Note(s) and/or the Warrants shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail if sent during normal business hours of the recipient, and if not, then on the next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to a Purchaser at the address or email address as set forth on Exhibit A hereto, or at such other place as may be designated by such Purchaser in writing to the Company, and to the Company at the address or email address set forth on the Company’s signature page below, or to such e-mail address or address as subsequently modified by written notice given in accordance with this Section 8.5. If notice is given to the Company, a copy, which itself shall not constitute notice, shall also be sent to Roger A. Crabb, c/o Scheef & Stone, LLP, 500 N. Akard, 2700 Ross Tower, Dallas, Texas 75201, roger.crabb@solidcounsel.com.

8.6 Fees and Expenses. Each party hereto shall be responsible for the fees and disbursements of attorneys, accountants, consultants and any other representative or agent retained by such party in regard to this Agreement; provided that at the Closing, the Company shall pay the reasonable fees and expenses of Haynes and Boone, LLP, the counsel for the Lead Purchaser, in an amount not to exceed, in the aggregate, $100,000.

8.7 Attorney’s Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

8.8 Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of the Company and a majority of the Purchasers, which majority shall include the Lead Purchaser for so long as the GP Warrant and/or any principal remains outstanding under the Lead Purchaser’s Note(s). Any amendment or waiver effected in accordance with this Section 8.8 shall be binding upon the Purchasers and each transferee of the Securities, each future holder of all such Securities, and the Company.

8.9 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision were so excluded and (c) the balance of the Agreement shall be enforceable in accordance with its terms.

8.10 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

8.11 Entire Agreement. This Agreement, and the documents referred to herein and referred to in the Transaction Documents constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and thereof, and any and all other written or oral agreements relating to the subject matter hereof and thereof existing between the parties hereto are expressly canceled.

8.12 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, EACH PURCHASER IRREVOCABLY AND EXPRESSLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTE(S), THE WARRANT AND/OR ANY OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREUNDER OR THEREUNDER OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT HEREOF OR THEREOF. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, EACH PURCHASER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE NOTE(S), THE WARRANT AND/OR ANY OTHER TRANSACTION DOCUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.12.

8.13 Survival. Unless otherwise set forth in this Agreement, the representations and warranties and covenants of the Company and the Purchasers contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

	COMPANY:
		DYNARESOURCE, INC.
	By:
	Name:
	Title:

	Address:	222 W. Las Colinas Blvd. Suite 1910 North Tower Irving, TX 75039

[Signature Page to Note Purchase Agreement]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

		LEAD PURCHASER:

		GOLDEN POST RAIL, LLC

	By:
	Name:
	Title:

[Signature Page to Note Purchase Agreement]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

		PURCHASER:
		[______]

	By:
	Name:
	Title:

[Signature Page to Note Purchase Agreement]

EXHIBITS

Exhibit A	Schedule of Purchasers

Exhibit B	Form of Note

Exhibit C-1	Form of GP Warrant

Exhibit C-2	Form of Remaining Warrant

Exhibit D	Budget

Exhibit E	Draw Summary

Exhibit F	Disclosure Schedule

Exhibit G	Exception to Use of Proceeds

EXHIBIT A

SCHEDULE OF PURCHASERS

Closing:

Name and Address	Note Principal Amount	Warrant Shares	Closing Date	Funding Date
Golden Post Rail, LLC 1110 Post Oak Place Westlake, Texas 76262	$2,500,000 (of which $___________ was initially drawn on the Closing Date).	783,975	May ___, 2020	May ___, 2020
Gareth Nichol 5 Greenridge Road Greenwood Village CO 8011	$1,000,000	313,591	May ___, 2020	$500,000 was initially funded on March 24, 2020, and $500,000 was fully funded on April 13, 2020
Tom Tillander 8633 Stone Oak Drive Holland OH 43528	$50,000	15,679	May ___, 2020	March 10, 2020
Dr. Ralph Whalen 3918 Ravine Hollow Court Maumee, OH 43537	$50,000	15,679	May ___, 2020	March 2, 2020
Dale Petrini 29 Bash Place Houston TX 77027	$100,000	31,359	May ___, 2020	March 9, 2020
Ron Vail 6766 Pine Creek Drive Toledo OH 43617	$200,000	62,718	May ___, 2020	February 24, 2020
Total:	$3,900,000	1,223,001

EXHIBIT B

FORM OF NOTE

EXHIBIT C-1

FORM OF GP WARRANT

EXHIBIT C-2

FORM OF REMAINING WARRANT

EXHIBIT D

BUDGET

EXHIBIT E

DRAW SUMMARY

EXHIBIT F

DISCLOSURE SCHEDULE

EXHIBIT G

EXCEPTION TO USE OF PROCEEDS

Solely with respect to the proceeds of the Notes issued to Purchasers (other than the Lead Purchaser), use of such proceeds to repay the following convertible promissory note:

Notes Payable Rollforward
March 31, 2020
	Date of	Date of				Accured Interest
Name	Original Note	Extension	Due Date	Interest Rate	Balance 03/31/20	3/31/2020
NOTE I

Lyden, Breen	4/10/13	3/31/20	12/31/20	12.50%	246,533.30	7,470.70