0001437749-12-002304 Sample Contracts

LOAN AND SECURITY AGREEMENT Dated as of December 13, 2010 between INSIDER GUIDES, INC., a Delaware corporation, as “Borrower”, and VENTURE LENDING & LEASING V, INC., a Maryland corporation, and VENTURE LENDING & LEASING VI, INC., a Maryland...
Loan and Security Agreement • March 14th, 2012 • Quepasa Corp • Services-advertising • California

The Borrower and each of Venture Lending & Leasing V, Inc. (“VLL5”) and Venture Lending & Leasing VI, Inc. (“VLL6”) have entered or anticipate entering into one or more transactions pursuant to which each Lender severally and not jointly agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower and Lender which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).

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SUPPLEMENT to the Loan and Security Agreement dated as of December 13, 2010 between Insider Guides, Inc. (“Borrower”) and Venture Lending & Leasing V, Inc. (“VLL5”) and Venture Lending & Leasing VI, Inc. (“VLL6”) (each of VLL4 and VLL5, as “Lender”)
Loan and Security Agreement • March 14th, 2012 • Quepasa Corp • Services-advertising

This is a Supplement identified in the document entitled Loan and Security Agreement dated as of December 13, 2010 (as amended, restated, supplemented and modified from time to time, the “Loan and Security Agreement”), by and between Borrower and Lender. All capitalized terms used in this Supplement and not otherwise defined in this Supplement have the meanings ascribed to them in Article 10 of the Loan and Security Agreement, which is incorporated in its entirety into this Supplement. In the event of any inconsistency between the provisions of, or definitions in, that document and this Supplement, this Supplement is controlling.

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 14th, 2012 • Quepasa Corp • Services-advertising • California

The Borrower and Lender have entered or anticipate entering into one or more transactions pursuant to which Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower and Lender which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).

EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT
Employee Non-Qualified Stock Option Agreement • March 14th, 2012 • Quepasa Corp • Services-advertising • Delaware

THIS EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) entered into as of __________, 2012 (the “Grant Date”) between Quepasa Corporation (the “Company”) and _________ (the “Optionee”).

SUPPLEMENT NO. 2 dated as of January 22, 2010 to the Loan and Security Agreement dated as of November 21, 2008 between Insider Guides, Inc. (“Borrower”) and Venture Lending & Leasing V, Inc. (“Lender”)
Loan and Security Agreement • March 14th, 2012 • Quepasa Corp • Services-advertising

This Supplement No. 2 (“Supplement No. 2”) is a Supplement to that certain Loan and Security Agreement dated as of November 21, 2008, between Borrower and Lender (as amended, restated, supplemented and modified from time to time, the “Loan and Security Agreement”). This Supplement No. 2, together with the Loan and Security Agreement, constitute the agreement made as of January 22, 2010 (the “Supplement No. 2 Closing Date”), between Borrower and Lender with respect to the loan commitment from Lender set forth in the definition of “Commitment No. 2” below, separate and apart from the commitment memorialized in the Loan and Security Agreement, as supplemented by an earlier Supplement, dated as of November 21, 2008 (as amended, restated, supplemented and modified from time to time, “Supplement No. 1”), by and between Borrower and Lender.

SUPPLEMENT to the Loan and Security Agreement dated as of November 21, 2008 between Insider Guides, Inc. (“Borrower”) and Venture Lending & Leasing V, Inc. (“Lender”)
Loan and Security Agreement • March 14th, 2012 • Quepasa Corp • Services-advertising

This is a Supplement identified in the document entitled Loan and Security Agreement dated as of November 21, 2008 (as amended, restated, supplemented and modified from time to time, the “Loan and Security Agreement”), by and between Borrower and Lender. All capitalized terms used in this Supplement and not otherwise defined in this Supplement have the meanings ascribed to them in Article 10 of the Loan and Security Agreement, which is incorporated in its entirety into this Supplement. In the event of any inconsistency between the provisions of that document and this Supplement, this Supplement is controlling.

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