CHARGED OR ASSERTED BY ANY AGENT, FINDER OR BROKER, BY REASON
OF ANY SUCH RETENTION OR USE OF THE SERVICES OF ANY SUCH AGENT, FINDER OR BROKER
BY BUYER OR PARENT.
4.8
CAPITALIZATION.
THE ENTIRE AUTHORIZED CAPITAL STOCK OF PARENT
CONSISTS OF (A) 450,000,000 COMMON SHARES, OF WHICH 56,054,526 SHARES WERE
ISSUED AND OUTSTANDING AS OF SEPTEMBER 30, 2006, AND NO SHARES WERE HELD IN
TREASURY AS OF SEPTEMBER 30, 2006, AND (B) 10,000,000 SERIES A PREFERRED SHARES,
OF WHICH NONE WAS ISSUED AND OUTSTANDING AND NONE WAS HELD IN TREASURY AS OF
SEPTEMBER 30, 2006.
ALL OF THE ISSUED AND OUTSTANDING SHARES OF CAPITAL STOCK
OF PARENT HAVE BEEN DULY AUTHORIZED AND ARE VALIDLY ISSUED, FULLY PAID AND
NON-ASSESSABLE.
THERE ARE NO PREEMPTIVE RIGHTS THAT HAVE NOT BEEN WAIVED OR
TERMINATED WITH RESPECT TO THE SHARES OF COMMON STOCK TO BE ISSUED TO SELLER
PURSUANT TO THIS AGREEMENT.
ALL SHARES OF COMMON STOCK TO BE ISSUED TO SELLER
PURSUANT TO THIS AGREEMENT WILL BE DULY AUTHORIZED FOR ISSUANCE, VALIDLY ISSUED,
FULLY PAID AND NONASSESSABLE AND OF THE SAME CLASS OF COMMON SHARES AS ARE
CURRENTLY LISTED BY PARENT FOR TRADING ON THE OTC UNDER THE SYMBOL "DYNK".
EACH
SHARE OF COMMON STOCK OF PARENT, INCLUDING EACH SHARE ISSUED TO SELLER PURSUANT
TO THIS AGREEMENT, HAS ONE VOTE PER SHARE ON ALL MATTERS ON WHICH THE
STOCKHOLDERS OF PARENT ARE ENTITLED TO VOTE.
4.9
REPRESENTATIONS AND WARRANTIES OF BUYER.
THE REPRESENTATIONS AND
WARRANTIES OF BUYER CONTAINED HEREIN DO NOT CONTAIN ANY STATEMENT OF A MATERIAL
FACT THAT WAS UNTRUE WHEN MADE OR OMITS ANY INFORMATION NECESSARY TO MAKE ANY
SUCH STATEMENT CONTAINED THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH SUCH
STATEMENT WAS MADE, NOT MISLEADING.
THE COPIES OF ALL DOCUMENTS FURNISHED BY
BUYER TO SELLER PURSUANT TO THE TERMS OF THIS AGREEMENT ARE COMPLETE AND
ACCURATE COPIES OF THE ORIGINAL DOCUMENTS.
ARTICLE V
OBLIGATIONS SURVIVING THE CLOSING
5.1
PAYMENT OF SECURED OBLIGATIONS AND TERMINATION OF LIENS AND
ENCUMBRANCES.
SELLER HEREBY COVENANTS THAT SELLER SHALL HAVE ARRANGED TO PAY,
PRIOR TO THE CLOSING DATE, ALL OF THE INDEBTEDNESS OR OTHER OBLIGATIONS LISTED
ON SCHEDULE 5.1 (THE "SECURED OBLIGATIONS") OTHER THAN THE PERMITTED
ENCUMBRANCES AND FOR THE HOLDERS OF THE SECURED OBLIGATIONS TO DELIVER, IN
EXCHANGE FOR SUCH PAYMENT, (I) A FINANCING CHANGE STATEMENT ISSUED BY THE
ONTARIO PERSONAL PROPERTY REGISTRY EVIDENCING A DISCHARGE OF SUCH REGISTERED
SECURITY INTEREST OR SUCH OTHER INSTRUMENTS AND DOCUMENTS AS BUYER MAY
REASONABLY REQUEST TO EFFECTUATE THE REMOVAL AND TERMINATION OF ANY ENCUMBRANCES
AFFECTING ANY OF THE PURCHASED ASSETS AND EVIDENCE THE RELEASE BY SUCH HOLDERS
OF ANY CLAIMS THEY MAY HAVE AGAINST THE PURCHASED ASSETS OR THE BUSINESS, AND
(II) SUCH DOCUMENTS AS BUYER MAY REASONABLY REQUEST TO EVIDENCE THE PAYMENT OF
SUCH SECURED OBLIGATIONS.
IF IT IS DETERMINED AT ANY TIME HEREAFTER THAT SELLER
FAILED TO REMOVE OR CAUSE TO BE REMOVED, WITHOUT LIABILITY OR COST OR EXPENSE TO
BUYER AND WITHOUT THE DISPOSITION OR DIMINUTION IN THE VALUE OF ANY OF