EXHIBIT 2
AGREEMENT AND RELEASE
In consideration for the execution of certain proxies in favor of
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to vote shares of stock in ▇▇▇▇▇▇▇.▇▇▇, inc., owned or
controlled by ▇▇▇▇▇▇ ▇▇▇▇▇▇, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged:
1. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
for and on behalf of themselves, their spouses, affiliates, and any other
persons claiming through them (collectively "the ▇▇▇▇▇▇▇▇▇ parties"), hereby
release ▇▇▇▇▇▇ ▇▇▇▇▇▇, 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 ▇▇▇▇▇▇ parties") from any and all legal claims of
any kind that the ▇▇▇▇▇▇▇▇▇ parties, or any of them, have or may have against
the ▇▇▇▇▇▇ parties, or any of them, as of the date this release is executed,
whether actual or potential, known or unknown.
2. The ▇▇▇▇▇▇▇▇▇ parties agree to indemnify and defend the ▇▇▇▇▇▇
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 ▇▇▇▇▇▇▇▇▇ parties or their nominees are
elected to the board of directors of ▇▇▇▇▇▇▇.▇▇▇, inc. ("quepasa"), they shall,
subject to their fiduciary duties, cause quepasa to guarantee this agreement and
release and to indemnify and defend the ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ parties agree that, as of the effective date of this
agreement and release, they will remove any mention of the ▇▇▇▇▇▇ 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/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇, for himself and
Verde Capital Partners, LLC,
Verde Reinsurance Company, Ltd., and
Verde Investments, Inc.
