Statement of Beneficial Ownership (sc 13d)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

DYNARESOURCE, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

268073 10 3

(CUSIP Number)

Matthew K. Rose

1110 Post Oak Place

Westlake, Texas 76262

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 30, 2015

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 268073 10 3


1.	Names of reporting person Golden Post Rail, LLC
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
3.	SEC use only
4.	Source of funds (see instructions) PF
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or place of organization Texas
Number of shares beneficially owned by each reporting person with		7.	Sole voting power 3,899,748 (1)
		8.	Shared voting power 0
		9.	Sole dispositive power 3,899,748 (1)
		10.	Shared dispositive power 0
11.	Aggregate amount beneficially owned by each reporting person 3,899,748 (1)
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13.	Percent of class represented by amount in Row (11) 20.3% (2)
14.	Type of reporting person (see instructions) OO

(1)

Includes (i) 1,733,221 shares of the issuer’s common stock issuable upon the conversion of 1,733,221 shares of the issuer’s Series C Senior Convertible Preferred Stock, which are convertible within 60 days of this statement on Schedule 13D, and (ii) 2,166,527 shares of the issuer’s common stock issuable upon the exercise of a warrant, which is exercisable within 60 days of this statement on Schedule 13D. The number of shares of the issuer’s common stock issuable upon the conversion of the Series C Senior Convertible Preferred Stock or upon the exercise of the warrant may be adjusted as a result of certain dilutive issuances.

(2)	Based upon 15,295,663 shares of the issuer’s common stock outstanding as of May 14, 2015, as disclosed in the issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, as amended, that was originally filed by the issuer with the Securities and Exchange Commission on May 15, 2015.


CUSIP No. 268073 10 3


1.	Names of reporting person Matthew K. Rose
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
3.	SEC use only
4.	Source of funds (see instructions) PF
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or place of organization United States of America
Number of shares beneficially owned by each reporting person with		7.	Sole voting power 3,899,748 (1)
		8.	Shared voting power 0
		9.	Sole dispositive power 3,899,748 (1)
		10.	Shared dispositive power 0
11.	Aggregate amount beneficially owned by each reporting person 3,899,748 (1)
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13.	Percent of class represented by amount in Row (11) 20.3% (2)
14.	Type of reporting person (see instructions) IN

(1)

(2)	Based upon 15,295,663 shares of the issuer’s common stock outstanding as of May 14, 2015, as disclosed in the issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, as amended, that was originally filed by the issuer with the Securities and Exchange Commission on May 15, 2015.

Item 1. Security and the Issuer

This statement on Schedule 13D (this “Schedule 13D”) relates to shares (“Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of DynaResource, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 222 W. Las Colinas Boulevard, Suite 744 East Tower, Irving, Texas 75039.

Item 2. Identity and Background

(a) This Schedule 13D is filed jointly by and on behalf of Golden Post Rail, LLC (“Golden Post”) and Matthew K. Rose (“Mr. Rose,” and collectively with Golden Post, the “Reporting Persons”). Mr. Rose declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that he is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the “Act”), the beneficial owner of any securities covered by this Schedule 13D.

(b) The principal address of each of the Reporting Persons is 1110 Post Oak Place, Westlake, Texas 76262.

(c) The principal occupation of Mr. Rose is serving as Executive Chairman of Burlington Northern Santa Fe, LLC. The principal business of Burlington Northern Santa Fe, LLC is acting as a holding company for its subsidiaries, which are engaged primarily in the freight rail transportation business. The principal business address of Burlington Northern Santa Fe, LLC is 2650 Lou Menk Drive, Fort Worth, Texas 76131. Mr. Rose is also the Manager, President, Secretary and Treasurer of Golden Post. The principal business of Golden Post is engaging in investments.

(d) During the last five years, neither of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, neither of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Persons were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Golden Post is organized under the laws of the State of Texas. Mr. Rose is a citizen of the United States of America.

Item 3. Source and Amount of Funds or other Consideration

The Reporting Persons used personal funds to acquire Shares. The Reporting Persons expended an aggregate of approximately $4,000,000 to acquire the Shares, consisting of (i) the cancellation of a promissory note made to the Issuer in the amount of $506,000, including interest accrued thereon, and (ii) $3,494,000 in cash. The Reporting Persons previously lent the Issuer $500,000 from personal funds in exchange for the promissory note.

Item 4. Purpose of Transaction

The Reporting Persons acquired the Shares for investment purposes.

On May 6, 2015, pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), dated as of May 6, 2015, by and among the Issuer, Golden Post and Koy W. Diepholz, the Issuer agreed to sell Golden Post (i) 1,600,000 shares of the issuer’s Series C Senior Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), which are initially convertible into shares of Common Stock at a conversion price of $2.50 per share, and (ii) a warrant representing the right to purchase 2,000,000 shares of Common Stock at an exercise price of $2.50 per share (the “Warrant”), for a purchase price of $4,000,000 (the “Investment”). The consummation of the Investment was subject to several closing conditions, including the Issuer amending its Amended and Restated Certificate of Formation to provide for, among other things, the right for the holders of the Series C Preferred Stock to elect a Class III director to the Issuer’s board of directors (the “Charter Amendment”).

In connection with the Investment, on May 6, 2015, Golden Post lent the Issuer $500,000, and the Issuer made a promissory note to Golden Post in the original principal amount of $500,000 (the “Promissory Note”). The Promissory Note bore interest at a rate of 8% per annum and had a maturity date of August 4, 2015.

On June 17, 2015, prior to the closing of the Investment, the Issuer and Golden Post entered into a Limited Consent Agreement, effective as of June 17, 2015, pursuant to which Golden Post consented to the Issuer issuing and selling shares of its Common Stock and warrants representing the right to purchase shares of its Common Stock to a third party in exchange for the Issuer agreeing to make the following anti-dilution adjustments at the closing of the Investment: (i) issue Golden Post 133,221 additional shares of Series C Preferred Stock and (ii) increase the number of shares for which the Warrant is exercisable by an additional 166,527 shares of Common Stock (the “Consent Agreement”).

On June 29, 2015, the Issuer adopted the Charter Amendment and on June 30, 2015, the Investment closed. In connection with the closing of the Investment, (i) the Issuer and Golden Post entered into a Registration Rights Agreement, dated as of June 30, 2015, pursuant to which Golden Post may require the Issuer to register the shares of Common Stock underlying the Series C Preferred Stock and the Warrant under the Securities Act of 1933, as amended (the “Registration Rights Agreement”), and (ii) the Issuer, Golden Post and Mr. Diepholz entered into a Co-Sale Agreement, dated as of June 30, 2015, whereby Mr. Diepholz granted, among other things, a right of co-sale to Golden Post (the “Co-Sale Agreement”). Additionally, Golden Post cancelled the Promissory Note, including the interest thereon, as partial payment of the Investment’s $4,000,000 purchase price. As a result of the Investment closing, Golden Post became the majority holder of the Series C Preferred Stock and designated Phillip A. Rose, the son of Mr. Rose, as the Class III member of the Issuer’s board of directors.

Pursuant to anti-dilution provisions contained in the Certificate of Designations governing the shares of Series C Preferred Stock (the “Certificate of Designations”) and the Warrant, in the event of a dilutive issuance and without any action on the part of the Reporting Persons, the number of shares issuable upon the conversion of the Series C Preferred Stock or upon the exercise of the Warrant will be adjusted such that Golden Post’s percentage ownership on a fully diluted basis of each of the Issuer and one of its subsidiaries will remain equal to its percentage ownership of the Issuer on a fully diluted basis prior to such dilutive issuance. Additionally, in the event of a dilutive issuance, the exercise price per share of the Warrant is subject to adjustment such that the aggregate exercise price per share will remain equal to the aggregate exercise price per share prior to such dilutive issuance.

The foregoing is qualified in its entirety by reference to the Purchase Agreement, the Charter Amendment, the Promissory Note, the Consent Agreement, the Registration Rights Agreement, the Co-Sale Agreement, the Certificate of Designations and the Warrant, which are attached hereto as Exhibits 99.2, 99.3, 99.4, 99.5, 99.6, 99.7, 99.8 and 99.9, respectively, and are incorporated by reference herein.

The Reporting Persons intend from time to time to review their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time, which may include further acquisitions of Shares or disposal of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons, either in the open market or in privately negotiated transactions. The number of Shares that the Reporting Persons may be deemed to beneficially own may also automatically increase as a result of the anti-dilution provisions in the Certificate of Designations and the Warrant.

In addition, the Reporting Persons may engage in communications with one or more shareholders, officers or directors of the Issuer, including discussions regarding the Issuer’s operations and strategic direction and ideas that, if effected, could result in, among other things: (a) the acquisition by the Reporting Persons of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) changes in the present board of directors or management of the Issuer; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s certificate of incorporation, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) causing any class of the Issuer’s securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to those enumerated above.

Except as discussed above or to the extent that the foregoing may be deemed to be a plan or proposal, the Reporting Persons have no plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider their position, change their purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D) or formulate and implement plans or proposals with respect to any of the foregoing.

Item 5. Interest in Securities of the Issuer

(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Persons is stated in Items 11 and 13 on the cover page(s) hereto.

The Reporting Persons declare that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.

(b) Number of Shares as to which each Reporting Person has:

(i)

sole power to vote or to direct the vote:

See Item 7 on the cover page(s) hereto.

(ii)

shared power to vote or to direct the vote:

See Item 8 on the cover page(s) hereto.

(iii)

sole power to dispose or to direct the disposition of:

See Item 9 on the cover page(s) hereto.

(iv)

shared power to dispose or to direct the disposition of:

See Item 10 on the cover page(s) hereto.

As of the date hereof, the Reporting Persons do not own any Shares other than as set forth in this Item 5.

The portions of Item 4 that relate to the purchase by the Reporting Persons of the Series C Preferred Stock and the Warrant in the Investment are incorporated by reference herein.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 4 is incorporated by reference herein.

Pursuant to the Certificate of Designations, the holders of the Series C Preferred Stock, including Golden Post, have preemptive rights that, subject to certain limitations, require the Issuer to first offer and sell to Golden Post a portion of any equity securities that the Issuer sells to any third party. Additionally, the Certificate of Designations provides that the affirmative vote of a majority of the holders of the Series C Preferred Stock is required before the Issuer can take certain corporate actions, including, among other things, effecting certain change in control transactions. Furthermore, a holder of the Series C Preferred Stock may unilaterally compel the issuer to repurchase such holder’s shares of Series C Preferred Stock after June 30, 2020. Except as described herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer.

Item 7. Material to be Filed as Exhibits


Exhibit		Description of Exhibit

99.1*		Joint Filing Agreement, dated as of July 10, 2015, by and between Golden Post Rail, LLC and Matthew K. Rose.

99.2		Securities Purchase Agreement, dated as of May 6, 2015, by and among DynaResource, Inc., Golden Post Rail, LLC and Koy W. Diepholz, incorporated by reference to Exhibit 10.1 to DynaResource, Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 8, 2015.

99.3		Certificate of Amendment to Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on June 29, 2015, incorporated by reference to Exhibit 3.1 to DynaResource, Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 7, 2015.

99.4		Promissory Note, dated as of May 6, 2015, made by DynaResource, Inc. to Golden Post Rail, LLC, incorporated by reference to Exhibit 4.1 to DynaResource, Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 8, 2015.

99.5*		Limited Consent Agreement, effective as of June 17, 2015, by and between DynaResource, Inc. and Golden Post Rail, LLC.

99.6		Registration Rights Agreement, dated as of June 30, 2015, by and between DynaResource, Inc. and Golden Post Rail, LLC, incorporated by reference to Exhibit 4.2 to DynaResource, Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 7, 2015.

99.7*		Co-Sale Agreement, dated as of June 30, 2015, by and among DynaResource, Inc., Golden Post Rail, LLC, and certain stockholder signatories thereto.

99.8		Certificate of Designations of Series C Senior Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware on June 29, 2015, incorporated by reference to Exhibit 3.2 to DynaResource, Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 7, 2015.

99.9*		Warrant, dated June 30, 2015.

*	Filed herewith.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date:	July 10, 2015	By:	/s/ Matthew K. Rose
		Name:	Matthew K. Rose

		Golden Post Rail, LLC

		By:	/s/ Matthew K. Rose
		Name:	Matthew K. Rose
		Title:	Manager, President, Secretary and Treasurer

EXHIBIT INDEX


Exhibit		Description of Exhibit

99.1*		Joint Filing Agreement, dated as of July 10, 2015, by and between Golden Post Rail, LLC and Matthew K. Rose.

99.2		Securities Purchase Agreement, dated as of May 6, 2015, by and among DynaResource, Inc., Golden Post Rail, LLC and Koy W. Diepholz, incorporated by reference to Exhibit 10.1 to DynaResource, Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 8, 2015.

99.3		Certificate of Amendment to Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on June 29, 2015, incorporated by reference to Exhibit 3.1 to DynaResource, Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 7, 2015.

99.4		Promissory Note, dated as of May 6, 2015, made by DynaResource, Inc. to Golden Post Rail, LLC, incorporated by reference to Exhibit 4.1 to DynaResource, Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 8, 2015.

99.5*		Limited Consent Agreement, effective as of June 17, 2015, by and between DynaResource, Inc. and Golden Post Rail, LLC.

99.6		Registration Rights Agreement, dated as of June 30, 2015, by and between DynaResource, Inc. and Golden Post Rail, LLC, incorporated by reference to Exhibit 4.2 to DynaResource, Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 7, 2015.

99.7*		Co-Sale Agreement, dated as of June 30, 2015, by and among DynaResource, Inc., Golden Post Rail, LLC, and certain stockholder signatories thereto.

99.8		Certificate of Designations of Series C Senior Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware on June 29, 2015, incorporated by reference to Exhibit 3.2 to DynaResource, Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 7, 2015.

99.9*		Warrant, dated June 30, 2015.

*	Filed herewith.

Exhibit 99.1

JOINT FILING AGREEMENT

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.


Date:	July 10, 2015	By:	/s/ Matthew K. Rose
		Name:	Matthew K. Rose

		Golden Post Rail, LLC

		By:	/s/ Matthew K. Rose
		Name:	Matthew K. Rose
		Title:	Manager, President, Secretary and Treasurer

Exhibit 99.5

Execution Version

LIMITED CONSENT AGREEMENT

This Limited Consent Agreement (this “Consent”) is entered into effective as of June 17, 2015, by and between DynaResource, Inc., a Delaware corporation (the “Company”), and Golden Post Rail, LLC, a Texas limited liability company (“Golden Post”).

R E C I T A L S

WHEREAS, the Company and Golden Post are parties to that certain Securities Purchase Agreement, dated May 6, 2015, by and among the Company, Golden Post and K.W. (“K.D.”) Diepholz (the “Purchase Agreement”), pursuant to which the Company has agreed to sell and issue to Golden Post, and Golden Post has agreed to purchase, 1,600,000 shares of Series C Preferred (as defined in the Purchase Agreement) and the Warrant (as defined in the Purchase Agreement) to purchase 2,000,000 shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”).

WHEREAS, the Company intends to sell and issue to Mr. Gareth Nichol, a Denver, Colorado resident (“Mr. Nichol”), (i) 1,000,000 shares of Common Stock (the “Nichol Shares”) for a price per share of $2.50, and (ii) a warrant to purchase 1,000,000 shares of Common Stock (the “Nichol Warrant”) with an exercise price of $2.50 per share (the sale and issuance of the Nichol Shares and the Nichol Warrant to Mr. Nichol is referred to herein as the “Nichol Financing”).

WHEREAS, pursuant to Section 3.1(b) of the Purchase Agreement, the Company agreed not to sell or issue any of its capital stock or other equity interests, other than up to 500,000 shares of Common Stock, except as expressly permitted by the Purchase Agreement or pursuant to the transactions contemplated therein, or to the extent Golden Post shall have consented in advance in writing.

WHEREAS, in order to facilitate the consummation of the Nichol Financing, the Company has requested that Golden Post consent to the Nichol Financing.

WHEREAS, Golden Post is willing to consent to the Nichol Financing so long as the Company issues additional securities to Golden Post, such that it retains the right to receive the same fully diluted ownership percentage in the Company that Golden Post is entitled to receive prior to the Nichol Financing.

NOW THEREFORE, in consideration of the foregoing, and the agreements set forth below, the undersigned hereby agree as follows:

1. The capitalized terms defined above are incorporated herein. Capitalized terms used in this Consent and not otherwise defined herein have the meanings set forth in the Purchase Agreement.

2. Golden Post hereby consents to the Company issuing the Nichol Shares and the Nichol Warrant in the Nichol Financing, provided that, in consideration for such consent, the Company issue, and the Company hereby agrees to issue, to Golden Post at the Closing (i) 133,221 additional shares of Series C Preferred (the “Additional Series C”) and (ii) a warrant to purchase 166,527 additional shares of Common Stock upon the same terms and substantially in the same form as the Warrant (the “Additional Warrant”).

3. For the avoidance of doubt, the Company and Golden Post acknowledge and agree that Golden Post’s consent in Section 2 applies only to the portion of the Nichol Financing requiring Golden Post’s consent (i.e., such consent does not apply to the 500,000 shares of Common Stock permissible for the Company to issue without Golden Post’s consent pursuant to Section 3.1(b) of the Purchase Agreement), and, therefore, the Company must obtain Golden Post’s consent for any additional issuances of the Company’s capital stock or other equity interests.

4. The Company represents and warrants that it has not issued any shares of the Company’s capital stock or other equity interests since May 6, 2015, other than the Nichol Shares and the Nichol Warrant.

5. The Company hereby makes the representations and warranties contained in Article 2 of the Purchase Agreement to Golden Post as of the date of this Consent and as of the Closing Date, with respect to the Additional Series C and the Additional Warrant, it being understood that such representations and warranties are made as though (i) this Consent were a “Transaction Document,” (ii) the shares issuable upon conversion of the Additional Series C were “Conversion Shares,” (iii) the shares issuable upon the exercise of the Additional Warrant were “Warrant Shares,” (iv) the Additional Series C and the Additional Warrant were “Securities” and (v) the Additional Warrant were the “Warrant.”

6. The Company agrees to reimburse Golden Post for legal expenses and fees paid by Golden Post in connection with the preparation of this Consent, in an amount not to exceed $5,000 (the “Legal Fee”). The Company will pay the Legal Fee promptly after the execution of this Consent.

7. This Consent shall be governed by and construed in accordance with the internal laws of the State of Texas, without giving effect to any of the conflict of laws principles that would result in the application of the substantive law of another jurisdiction.

8. The covenants, agreements and representations and warranties of the Company under this Consent shall survive the execution and delivery hereof indefinitely.

9. No provision of this Consent may be waived or amended except in a written instrument signed by the Company and Golden Post.

10. This Consent may be executed in multiple counterparts, each of which shall be deemed an original for all purposes, and all of which together shall constitute one instrument. Each such multiple counterpart of this Consent may be transmitted via facsimile or other similar electronic means, and a facsimile of the signature of one or more of the undersigned shall be deemed an original signature for all purposes and have the same force and effect as a manually signed original.

*****

IN WITNESS WHEREOF, the parties have executed this Consent effective as of the day, month and year first set forth above.


COMPANY:

DynaResource, Inc.

By:		/s/ K.W. Diepholz
		K.W. (“K.D.”) Diepholz
		Chairman & CEO

GOLDEN POST:

Golden Post Rail, LLC

By:		/s/ Matthew K. Rose
		Matthew K. Rose
		Manager, President, Secretary & Treasurer

LIMITED CONSENT AGREEMENT SIGNATURE PAGE

Exhibit 99.7

CO-SALE AGREEMENT

This Co-Sale Agreement (the “Agreement”) is made and entered into as of June 30, 2015 (the “Effective Date”) by and among DynaResource, Inc., a Delaware corporation (the “Company”), Golden Post Rail, LLC (“Golden Post Rail” and together with its assignees, the “Investors”, and each an “Investor”) and the parties set forth on Exhibit A attached hereto (each a “Key Holder” and together the “Key Holders”).

R E C I T A L S

WHEREAS, Golden Post Rail has agreed to purchase shares of the Company’s Series C Senior Convertible Preferred Stock (the “Series C Preferred Stock”) pursuant to a Securities Purchase Agreement by and between the Company and Golden Post Rail, dated of even date herewith (such agreement, as amended from time to time, the “Purchase Agreement”). The Purchase Agreement provides that, as a condition to the purchase of Series C Preferred Stock thereunder, the Company, Golden Post Rail and the Key Holders will enter into this Agreement and the Investors will be granted the rights set forth herein.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. CERTAIN DEFINITIONS. For purposes of this Agreement, the following terms have the following meanings:

1.1 “Offered Stock” means all of a Key Holder’s shares of Stock acquired before or after the date hereof that are proposed to be Transferred by such Key Holder.

1.2 “Stock” means and includes all shares of capital stock of the Company issued and outstanding at the relevant time plus all shares of capital stock issuable upon conversion of any options, warrants and convertible securities, including, without limitation, preferred stock of the Company. Except as the context may otherwise require, for purposes of determining the rights and obligations of the Investors under this Agreement, the Investors shall be deemed to be the holders of all shares of Stock then issuable, directly or indirectly, upon exercise or conversion of any of the foregoing options, warrants or convertible securities then held by the Investors.

1.3 “Transfer” and “Transferred” mean and include any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by bequest, devise or descent, or other transfer or disposition of any kind, including but not limited to transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly, except for:

(a) As to any Key Holder other than K.D. Diepholz, any transfers of Offered Stock by gift during such Key Holder’s lifetime or on such Key Holder’s death by will or intestacy to such Key Holder’s “immediate family” (as defined below) or to a trust for the benefit of such Key Holder’s immediate family, provided that the transferor delivers a notice of such transfer as if it were a Transfer in the manner provided in Section 2 hereof and each transferee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as a Key Holder. For purposes of this Agreement, the term “immediate family” means a Key Holder’s spouse, lineal descendant or antecedent, father, mother, brother or sister, niece or nephew, adopted child or grandchild, or the spouse of any child, adopted child, grandchild or adopted grandchild of such Key Holder;

(b) As to K.D. Diepholz, any transfers of Offered Stock (i) by gift during his lifetime, (ii) to the KD Trust (defined below) upon his incapacity, or (iii) to the KD Trust upon his death, by will or intestacy, provided that the transferor delivers a notice of such transfer as if it were a Transfer in the manner provided in Section 2 hereof and each transferee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as a Key Holder. For purposes of this Agreement, the term “KD Trust” means that certain trust which is to assume ownership of the Stock currently held in the name of K.D. Diepholz, upon the incapacity or death of K.D. Diepholz;

(c) any transfer of Offered Stock by a Key Holder made: (i) pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations; or (ii) pursuant to the winding up and dissolution of the Company; or

(d) any transfer of Stock to the Company upon exercise of the right of first refusal set forth in any stock purchase agreement, option exercise agreement or other agreement with the Company (a “Stock Agreement”).

2. NOTICE OF PROPOSED TRANSFER. Before a Key Holder may effect any Transfer of any Offered Stock, such Key Holder (the “Selling Key Holder”) must give at the same time to the Company and the Investors a written notice signed by the Selling Key Holder (the “Proposed Transfer Notice”) stating: (a) the Selling Key Holder’s bona fide intention to transfer such Offered Stock; (b) the number of shares of Offered Stock proposed to be transferred to each proposed purchaser or other transferee (“Proposed Transferee”); (c) the name, address and relationship, if any, to the Selling Key Holder of each Proposed Transferee; and (d) the bona fide cash price or, in reasonable detail, other consideration, per share for which the Selling Key Holder proposes to transfer such Offered Stock to each Proposed Transferee (the “Offered Price”) and the proposed time of payment and other relevant terms of the proposed sale.

3. RIGHT OF CO-SALE.

3.1 Right of Co-Sale. Each Investor shall have the right to participate in the sale of any shares of Offered Stock (the “Right of Co-Sale”). Pursuant to this Section 3, each Investor may transfer to the Proposed Transferee(s) identified in the Proposed Transfer Notice up to such Investor’s Pro Rata Share (as defined below), by giving written notice to the Selling Key Holder within ten (10) days after the date of the Proposed Transfer Notice, specifying the number of shares of Stock of the Company that such Investor desires to transfer to the Proposed Transferee(s) by exercising the Right of Co-Sale. For purposes of this Section 3, an Investor’s “Pro Rata Share” will be defined as the product of (a) the Offered Stock that is subject to the Right of Co-Sale pursuant to this Section 3.1 and (b) a fraction, the numerator of which is the number of shares of Stock, on a fully-diluted and as converted basis, then owned by such Investor, and the denominator of which is the number of shares of Stock, on a fully-diluted and as converted basis, then owned by all Investors, plus the number of shares of Stock, on a fully-diluted and as converted basis, held by the Selling Key Holder. The shares of Stock to be transferred by an Investor to the Proposed Transferee(s) pursuant to the Right of Co-Sale may be, at the sole discretion of such Investor, any class of Stock and will be calculated on a fully-diluted and as-converted basis to determine what portion of such Investor’s Pro Rata Share such transferred shares of Stock constitute.

3.2 Consummation of Co-Sale. Each Investor, in exercising the Right of Co-Sale, may effect such Investor’s participation in such Transfer by delivering to the Key Holder at the closing of the Transfer of Offered Stock to such transferee (the “Closing”) one or more certificates, properly endorsed for transfer, representing the shares of Stock of the Company to be transferred by such Investor.

At the Closing, such certificates or other instruments will be transferred and delivered to the Proposed Transferee(s) set forth in the Proposed Transfer Notice in consummation of the transfer of the Offered Stock pursuant to the terms and conditions specified in the Proposed Transfer Notice, and the Selling Key Holder will remit, or will cause to be remitted, to such Investor within seven (7) days after such Closing that portion of the proceeds of the Transfer to which such Investor is entitled by reason of such Investor’s participation in such Transfer pursuant to the Right of Co-Sale. If the Proposed Transferee is unwilling to purchase any shares of Stock of the Company from an Investor at the Closing that an Investor is entitled to Transfer pursuant to this Right of Co-Sale (each such circumstance being referred to herein as an “Incomplete Co-Sale”), then such Investor will have the put right (the “Put Right”) set forth in Section 4.2 hereof.

4. REFUSAL TO TRANSFER; PUT RIGHT.

4.1 Refusal to Transfer. Any attempt by a Key Holder to transfer any Stock in violation of any provision of this Agreement will be void. The Company will not (a) transfer on its books any Stock that has been sold, gifted or otherwise transferred in violation of this Agreement, or (b) treat as owner of such Stock, or accord the right to vote to or pay dividends to any purchaser, donee or other transferee to whom such Stock may have been so transferred.

4.2 Put Right. If a Key Holder transfers any Stock in contravention of an Investor’s Right of Co-Sale under this Agreement (a “Prohibited Transfer”), or if an Incomplete Co-Sale occurs and the provisions of Section 3 hereof apply, the relevant Investor may require such Key Holder to purchase from such Investor, for cash or such other consideration as such Key Holder received in the Prohibited Transfer or Incomplete Co-Sale, that number of shares of Stock of the Company equal to the number of such shares that such Investor would have been able to sell at the closing of such Prohibited Transfer or Incomplete Co-Sale if such Investor had exercised and been able to consummate such Investor’s Right of Co-Sale with respect thereto (the Investor’s “Put Right”). An Investor may exercise such Investor’s Put Right by delivery of written notice to the applicable Key Holder and the Company (a “Put Notice”) within ten (10) days after such Investor becomes aware of the Prohibited Transfer or Incomplete Co-Sale. The closing of such sale to the applicable Key Holder under such Investor’s Put Right will occur within seven (7) days after the date of such Investor’s Put Notice.

4.3 Costs and Attorneys’ Fees. In the event that any action, suit or other proceeding is instituted concerning an alleged Prohibited Transfer, the prevailing party shall be entitled to recover all of such prevailing party’s reasonable attorneys’ fees and costs incurred in such action, suit or other proceeding.

5. RESTRICTIVE LEGEND AND STOP-TRANSFER ORDERS.

5.1 Legend. Each Key Holder understands and agrees that the Company will cause the legend set forth below, or a legend substantially equivalent thereto, to be placed upon any certificate(s) or other documents or instruments evidencing ownership of Stock by such Key Holder:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RIGHTS OF CO-SALE AS SET FORTH IN A CO-SALE AGREEMENT ENTERED INTO BY THE HOLDER OF THESE SHARES, THE COMPANY AND CERTAIN STOCKHOLDERS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. SUCH RIGHTS OF CO-SALE ARE BINDING ON TRANSFEREES OF THESE SHARES.

5.2 Stop Transfer Instructions. Each Key Holder agrees to ensure compliance with the restrictions referred to herein, that the Company may issue appropriate “stop transfer” certificates or instructions and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its records.

6. TERMINATION AND WAIVER.

6.1 Termination. The Investors’ Right of Co-Sale will terminate immediately prior to the closing of a Change in Control Transaction (as defined in the Certificate of Designations for the Series C Preferred Stock in effect as of the Effective Date) approved by the Investors holding a majority of the voting power of the Stock then held by all the Investors, on a fully-diluted and as-converted basis (the “Requisite Majority”).

6.2 Waiver. The application of Right of Co-Sale of an Investor as to any proposed Transfer by a Key Holder of any Offered Stock may be waived in advance of or after such Transfer by the written agreement of the Investors constituting the Requisite Majority, in which case such waiver will be binding as to all Investors. The Investors will have the absolute right to exercise or refrain from exercising any right or rights that each such party may have by reason of this Agreement. No Investor will incur any liability to any other party hereto with respect to exercising or refraining from exercising any such right or rights. Any waiver by a party of its rights hereunder will be effective only if evidenced by a written instrument executed by such party or its authorized representative.

7. MISCELLANEOUS PROVISIONS.

7.1 Notices. Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given (i) on the day of delivery if personally delivered; (ii) one (1) business day following deposit with a nationally recognized express courier service (fees prepaid) with instructions to deliver no later than the following business day for deliveries within the United States; (iii) three (3) business days following deposit with an internationally recognized express courier service (fees prepaid) with instructions to deliver no later than three (3) business days later for deliveries across international borders; or (iv) for deliveries inside the United States only, three (3) business days following deposit in the U.S. mail by registered or certified mail, return receipt requested, postage prepaid, as follows:

(a) if to an Investor, at such Investor’s respective address as set forth on Exhibit B;

(b) if to a Key Holder, at such Key Holder’s address as set forth on Exhibit A; and

Any party hereto (and such party’s permitted assigns) may by notice so given change its address for future notices hereunder. Notice shall conclusively be deemed to have been given when personally delivered or when deposited in the mail or with a courier in the manner set forth above.

7.2 Binding on Successors and Assigns; Inclusion Within Certain Definitions. This Agreement, and the rights and obligations of the parties hereunder, will inure to the benefit of, and be binding upon, their respective successors, assigns, heirs, executors, administrators and legal representatives and, except as to transfers of Offered Stock effected in accordance with the terms of this Agreement pursuant to Section 3 hereof, any transferee of such Offered Stock. Any permitted transferee of a Key Holder who is required to become a party hereto will be considered a “Key Holder” for purposes of this Agreement without the need for any consent, approval or signature of any party hereto. For the avoidance of doubt, any Investor may assign its rights under this agreement to any transferee of its Stock without the need for any consent, approval or signature of any party hereto, and any such assignee will be considered an “Investor” for purposes of this Agreement.

7.3 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

7.4 Amendment. This Agreement may be amended only by a written agreement executed by the Company, the Investors constituting the Requisite Majority, and the Key Holders holding a majority of the voting power of the Stock, on a fully-diluted and as-converted basis, then held by all Key Holders. Any amendment effected in accordance with this Section 7.4 will be binding upon the Company, the Investors, the Key Holders and each of their respective successors and assigns.

7.5 Governing Law. This Agreement shall be governed by and construed exclusively in accordance with the internal laws of the State of Texas as applied to agreements among Texas residents entered into and to be performed entirely within Texas, excluding that body of law relating to conflict of laws and choice of law.

7.6 Obligation of Company. The Company agrees to use diligent efforts to enforce the terms of this Agreement, to inform each Investor of any breach hereof (to the extent the Company has knowledge thereof) and to assist each Investor in the exercise of such Investor’s rights and performance of such Investor’s obligations hereunder.

7.7 Counterparts. This Agreement may be executed and delivered by electronic or facsimile signature (including without limitation transmission by .PDF or other fixed image form or any electronic signature complying with U.S. Federal E-Sign Act of 2000 (e.g., www.docusign.com or www.echosign.adobe.com) and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

7.8 Entire Agreement. This Agreement, together with all the Exhibits hereto, constitutes and contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the parties respecting the subject matter hereof.

7.9 Calculation. All calculations of an Investor’s Pro Rata Share will be made by the Company in good faith as of the date of the notice in which such Pro Rata Share appears.

7.10 Captions. The captions to sections of this Agreement have been inserted for identification and reference purposes only and shall not be used to construe or interpret this Agreement.

7.11 Effect of Change in Company’s Capital Structure. If, from time to time, the Company pays a stock dividend or effects a stock split or other change in the character or amount of any of the outstanding stock of the Company, then in such event any and all new, substituted or additional securities to which a Key Holder is entitled by reason of such Key Holder’s ownership of shares of Stock of the Company shall be immediately subject to the rights and obligations set forth in this Agreement with the same force and effect as the Stock subject to such rights immediately before such event.

[Remainder of this page has been intentionally left blank.]

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


THE COMPANY:

DYNARESOURCE, INC.

BY:		/s/ K.W. Diepholz

NAME:		K.W. (“K.D.”) Diepholz

TITLE:		Chairman & CEO

[SIGNATURE PAGE TO DYNARESOURCE, INC.

CO-SALE AGREEMENT]

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

KEY HOLDERS:

/s/ K.W. Diepholz

K.W. (“K.D.”) Diepholz

[SIGNATURE PAGE TO DYNARESOURCE, INC.

CO-SALE AGREEMENT]

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


THE INVESTORS:

GOLDEN POST RAIL, LLC

BY:		/s/ Matthew K. Rose

NAME:		Matthew K. Rose

TITLE:		Manager, President, Secretary & Treasurer

[SIGNATURE PAGE TO DYNARESOURCE, INC.

CO-SALE AGREEMENT]

EXHIBIT A

Key Holders

K.W. (“K.D.”) Diepholz

222 W. Las Colinas Blvd.

Suite 744 East Tower

Irving, TX 75039

EXHIBIT B

Investors

Golden Post Rail, LLC

1110 Post Oak Place

Westlake, TX 76262

Exhibit 99.9

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: 2,166,527		Initial Issuance Date: June 30, 2015

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”) but not thereafter, to subscribe for and purchase from DynaResource, Inc., a Delaware corporation (the “Company”), up to 2,000,000 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.

“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.

(b) Exercise Price. The exercise price per Warrant Share of Common Stock under this Warrant shall be $2.50, subject to adjustment hereunder (the “Exercise Price”).

(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.

(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 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.

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) 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:

LOGO

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:

LOGO

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.

(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 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. 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 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. 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 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(e) 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(e) 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.

(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 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.

(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.

(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.

(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(c)(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, 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.

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

(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:	/s/ K.W. Diepholz
	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.

(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:

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