EXHIBIT 2
AGREEMENT AND RELEASE
In consideration for the execution of certain proxies in favor of
Xxxxxxx Xxxxxxxxx to vote shares of stock in xxxxxxx.xxx, inc., owned or
controlled by Xxxxxx Xxxxxx, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged:
1. Xxxxxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxxx,
for and on behalf of themselves, their spouses, affiliates, and any other
persons claiming through them (collectively "the Xxxxxxxxx parties"), hereby
release Xxxxxx Xxxxxx, his spouse, his affiliates (including Verde Capital
Partners, LLC, Verde Reinsurance Company, Ltd., and Verde Investments, Inc.),
their officers, directors, and owners, and each of their respective successors
and assigns (collectively "the Xxxxxx parties") from any and all legal claims of
any kind that the Xxxxxxxxx parties, or any of them, have or may have against
the Xxxxxx parties, or any of them, as of the date this release is executed,
whether actual or potential, known or unknown.
2. The Xxxxxxxxx parties agree to indemnify and defend the Xxxxxx
parties for up to $100,000 in costs, expenses, settlements or damages incurred
in connection with any claims arising out of this agreement and release or the
related proxy. Further, in the event the Xxxxxxxxx parties or their nominees are
elected to the board of directors of xxxxxxx.xxx, inc. ("quepasa"), they shall,
subject to their fiduciary duties, cause quepasa to guarantee this agreement and
release and to indemnify and defend the Xxxxxx parties for all costs, expenses,
settlements or damages incurred in connection with any claims arising out of
this agreement and release or the related proxy, without any dollar limitation.
3. The Xxxxxxxxx parties agree that, as of the effective date of this
agreement and release, they will remove any mention of the Xxxxxx parties from
any proxy materials submitted to the shareholders of quepasa (except as to a
description of this agreement and release and the related proxy), in connection
with the shareholders meeting currently scheduled for February 28, 2002.
4. This agreement and release may be executed in counterparts.
DATED this 29th day of January, 2002.
/s/ Xxxxxxx Xxxxxxxxx /s/ Xxxxx Xxxxxxx
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Xxxxxxx Xxxxxxxxx Xxxxx Xxxxxxx
/s/ Xxxx Xxxxxx /s/ Xxxxxxx Xxxxxxxx
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Xxxx Xxxxxx Xxxxxxx Xxxxxxxx
/s/ Xxxxxx X. Xxxxxx XX
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Xxxxxx X. Xxxxxx XX, for himself and
Verde Capital Partners, LLC,
Verde Reinsurance Company, Ltd., and
Verde Investments, Inc.
