dynr_ex43





  Exhibit 4.3







 


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


 



COMMON STOCK PURCHASE WARRANT


 



DYNARESOURCE, INC.


 


	
 Warrant Shares:
783,975

	
 Initial Issuance
Date: May __, 2020







 




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


 


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


 


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


 


Section
2.                      Exercise
of Warrant.


 

(a) Manner
of Exercise.

 

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

 


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


 



 

1







 






 


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


 


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


 


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


 


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


 

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

 




(c)

Cashless Exercise.





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


 


X
=          Y
(A - B)


      A


Where:


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


 


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


 


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


 


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


 

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


 




1.

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














2.

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














3.

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





 



 

2







 





 

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

 

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

 




(d)

Mechanics of
Exercise.





 

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

 

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

 

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

 

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

 



 

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

 

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

 

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

 

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

 



 

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Section
3.                      Certain
Adjustments.


 

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

 

(b) Reserved.

 

(c) Reserved.


 

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

 

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

 



 

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

 



 

6







 





 

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

 

(h) Notice to Holder.

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

 

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

 


Section
4.                      Transfer
of Warrant.


 

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

 

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

 

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

 



 

7







 





 

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

 


Section
5.                      Miscellaneous.


 

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

 

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

 

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

 

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

 


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


 


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


 

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

 



 

8







 





 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 


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


 



(Signature Page Follows)


 





                                                                







9








 






 


 


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


 


	

 

	DYNARESOURCE,
INC.	

 


	

 

	

 

	

 

	

 


	



	
By:  

	
 

	

 


	

 

	

 

	
Name: K.W.
(“K.D.”) Diepholz  

	

 


	

 

	

 

	

Title:
Chairman &
CEO  

	

 







  




 Warrant Signature
Page

10








 










 



EXHIBIT A


 


NOTICE
OF EXERCISE


 



TO:            

DYNARESOURCE,
INC.






 

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

 

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

 


[ ] in
lawful money of the United States; or


 


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


 

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


_______________________________


 


 


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


 


_______________________________


 


_______________________________


 


_______________________________


 


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


 


 


[SIGNATURE
OF HOLDER]


 


Name of
Investing Entity:


________________________________________________________________________


Signature of Authorized Signatory of Investing
Entity:


_________________________________________________


Name of
Authorized Signatory:


___________________________________________________________________


Title
of Authorized Signatory:


____________________________________________________________________


 


Date:
__________________________


 




Exhibit A

11








 










 



EXHIBIT B


 


ASSIGNMENT
FORM


 



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


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


 


	

Name:

	
_______________________________ 




	
 

	

(Please
Print)


 


	

Address:

	
_______________________________ 




	
 

	

(Please
Print)


 


	

Dated:
_______________ __, ______


 

	
 


	

Holder’s
Signature:  _______________________________
                                                               




 

	
 


	

Holder’s
Address:  _______________________________
                                                               




 

	
 







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


 


	
 

	


Signature:  _______________________________
                                                                   




	
 

	


     
                                                                   




	
 

	


Witness:  _______________________________
                                                                   









 


 




 Exhibit B

12