DYNR Dynaresource Inc (QX)

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Diepholz agreed to sell to the Company, and the Company agreed to redeem and purchase from Diepholz, all of the 1,000 outstanding shares (the “A Shares”) of Series A Preferred Stock (the “Series A Stock”) held by Diepholz for a price of $1,250,000.

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The A Shares constitute all of the outstanding shares of Series A Stock of the Company. The Series A Stock carried the right to elect a majority of the Company’s Board of Directors. Upon the redemption of the A Shares, the Company agreed to retire the A Shares, not to issue or sell any Series A Stock in the future, and not to create or issue any other class or series of Preferred Stock having the right to elect a majority of the Board of Directors without approval of the Board of Directors (including the director appointed by the holders of the Series C Stock (the “Series C Director”).

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Within 90 days after closing of the Agreement, the Company will seek stockholder approval to amend its Certificate of Incorporation to eliminate the Series A Stock.

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The Company will enter into executive employment agreements (the “Employment Agreements”) with its key executives – Diepholz, Rene Mladosich, Jose Vargas, and License Santos (collectively, the “Executives”) – that include the following primary terms:

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A term of four years, terminating on December 31, 2026.

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Specified base salaries for each of the Executives, ranging from $150,000 to $300,000 per year, subject to annual adjustment as specified in the Agreement.

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Discretionary bonus opportunities of up to 100% of base salary for Diepholz and up to 50% of base salary for the other Executives.

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Severance equal to the remaining base salary and target bonus for any Executive terminated by the Company without Cause (as defined in the relevant Employment Agreement) or by the Executive for Good Reason (as defined in the relevant Employment Agreement).

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Prior to the redemption of the A Shares, Diepholz agreed to vote the A Shares to elect Ronald Vail as a fourth independent member of the Company’s Board of Directors, resulting in the Company’s having a majority-independent Board of Directors.

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The Company will create an Audit Committee, consisting of three or more independent members of its Board of Directors, one of which must be the Series C Director as long as Golden Post has the right to appoint the Series C Director.

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The Company will create a Nominating Committee, consisting of (a) all of the independent members of the Board of Directors, including the Series C Director as long as Golden Post has the right to appoint the Series C Director; and (b) the CEO, as long Diepholz holds that position and is serving as a director.

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The Company will hold its annual meeting of stockholders within 90 days following closing of the Agreement.

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Golden Post released all claims known as of the date of the Agreement against the Company and Diepholz for breach of the Securities Purchase Agreement, dated as of May 6, 2015, by and among the Company, Golden Post, and Diepholz.

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Golden Post and MKR GRAT agreed to a one-time waiver of their respective anti-dilution protections with respect to certain Company equity awards approved by the Company’s Compensation Committee.

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Diepholz agreed to transfer his one share of DynaResource de Mexico, SA de CV (“Dyna Mexico”) to a newly formed subsidiary of the Company. Pursuant to Mexican Law, a person other than the Company must own at least one share of Dyna Mexico to ensure that Dyna Mexico has more than one shareholder.

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Diepholz agreed to certain limitations on his authority as the attorney-in-fact of Dyna Mexico to ensure that Dyna Mexico’s corporate actions are subject to appropriate oversight by the Dyna Mexico Board of Directors under the ultimate supervision of the Company’s Board of Directors.

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The Company agreed to reimburse Golden Post for its legal fees in connection with the matters covered by the Agreement in an amount not to exceed $30,000.