Filed by Bowne Pure Compliance



 






Exhibit 10.6




EXECUTION VERSION




NOTE PURCHASE AGREEMENT




This Note Purchase Agreement (this “Agreement”) is made as of January 25, 2008, by and between
Quepasa Corporation, a Nevada corporation (the “Company”), and Richard L. Scott Investments, LLC, a
     limited liability company (the “Investor”).



WHEREAS, the Company desires to raise additional capital, and the Investor is willing to provide debt capital upon
the terms and subject to the conditions set forth herein; and



WHEREAS, in connection with the foregoing, the Company and the Investor will amend: (i) the existing Series 2
Warrant to purchase 500,000 shares of Common Stock at an exercise price of $4.00 per share (subject to adjustment), by
executing an amendment in the form attached hereto as Exhibit A (the “Series 2 Warrant Amendment”); and (ii)
the existing Series 3 Warrant to purchase 500,000 shares of Common Stock at an exercise price of $7.00 per share
(subject to adjustment), by executing an amendment in the form attached hereto as Exhibit B (the “Series 3
Warrant Amendment” and, together with the Series 2 Warrant Amendment, the “Warrant Amendments”).



NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and for other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Investor agree
as follows:



ARTICLE I.

PURCHASE AND SALE; CLOSING




1.1 Purchase and Sale of Note; Amendment of Warrants. Effective as of the Closing:



(a) The Company hereby sells to the Investor, and the Investor hereby purchases from the Company, a subordinated
promissory note of the Company in the form of Exhibit C hereto (the “Note” and together with this Agreement and
the Warrant Amendments, the “Transaction Documents”) for a price of $2,000,000 (the “Purchase Price”).



(b) The Company and the Investor shall each execute and deliver the Warrant Amendments.



1.2 Closing. The closing of the purchase and sale of the Note and the execution and delivery of the Warrant
Amendments (the “Closing”) shall occur at the offices of Snell & Wilmer, LLP, at 8:00 a.m. (Arizona time) within one
business day of the satisfaction of the conditions to closing set forth in Article III hereof (except for such
conditions which by their nature may only be satisfied on the Closing Date) (the date upon which the Closing occurs,
the “Closing Date”).


 


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(a) At the Closing, the Company shall deliver or cause to be delivered to the Investor the following:



(i) the Note registered in the name of the Investor;



(ii) the Series 2 Warrant Amendment;



(iii) the Series 3 Warrant Amendment; and



(iv) the certificate required by Section 3.1(c).



(b) At the Closing, the Investor shall deliver or cause to be delivered to the Company the following:



(i) the Purchase Price, by wire transfer of immediately available funds, to an account designated by the Company
to the Investor in writing;



(ii) the Series 2 Warrant Amendment;



(iii) the Series 3 Warrant Amendment; and



(iv) the certificate required by Section 3.2(b), if applicable.



ARTICLE II.

REPRESENTATIONS AND WARRANTIES




2.1 Representations and Warranties of the Company. The Company hereby makes the following representations and
warranties to the Investor (and any permitted assignees) as of the date hereof (all references to the Company in this
Section 2.1, except for paragraphs (a) and (b), shall mean the Company and its subsidiaries):



(a) Organization. The Company is duly organized, validly existing and in good standing under the laws of
the State of Nevada, with the requisite power and authority to own and use its properties and assets and to carry on
its business as currently conducted.



(b) Authorization; Enforcement. The Company has the requisite corporate power and authority to enter
into and to consummate the transactions contemplated by the Transaction Documents and otherwise to conduct its business
as currently conducted or proposed to be conducted, and to carry out its obligations thereunder. The execution and
delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions
contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action
is required by the Company in connection therewith. This Agreement has been, and as of the Closing Date each of the
Transaction Documents will be, duly executed and delivered by the Company and as of the date hereof this Agreement
constitutes and as of the Closing Date each of the Transaction Documents will constitute a valid and binding obligation
of the Company enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights
generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other
equitable remedies (collectively (i) and (ii), the “Enforceability Exceptions”).



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(c) No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company
and the consummation by the Company of the transactions contemplated thereby do not and will not (i) conflict with or
violate any provision of the Company’s certificate or articles of incorporation, bylaws or other organizational or
charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
(with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument or other
understanding to which the Company is a party or by which any property or asset of the Company is bound or affected, or
(iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of
any court or governmental authority (collectively, “Legal Requirements”) to which the Company is subject (including
federal and state securities laws and regulations), or by which any property or asset of the Company is bound or
affected.



(d) No Consents. No consent, approval, authorization or order of, or any filing by the Company or
declaration with, any court or governmental agency or body or other person or entity (collectively, a “Person”) is
required in connection with the execution and delivery by the Company of the Transaction Documents and the consummation
by the Company of the transactions contemplated thereby, except (i) the filing by the Company with the Securities and
Exchange Commission (the “Commission”) of one or more prospectus supplements to the prospectus forming a part of the
Company’s effective registration statement on Form SB-2, as amended, filed on January 30, 2007, (ii) the filing by the
Company with the Commission of a current report on Form 8-K under the Securities Exchange Act of 1934, as amended
(“Exchange Act”), and (iii) those consents, approvals, authorizations, orders, filings, or declarations that have been
made or obtained prior to the date of this Agreement.



(e) Capitalization. The number of shares and type of all authorized, issued and outstanding capital
stock of the Company, and all shares of Common Stock reserved for issuance under the Company’s option and incentive
plans, warrants and preferred stock is set forth on Schedule 2.1(e) hereto. Except for the warrants and stock
options listed on Schedule 2.1(e), which schedule lists the number of shares issuable upon the exercise of such
warrants and stock options and the exercise price and the expiration date of such warrants and stock options, on the
Closing Date there will be no shares of Common Stock or any other equity security of the Company issuable upon
conversion or exchange of any security of the Company convertible into or exchangeable for shares of capital stock of
the Company, nor will there be any rights, options or warrants outstanding or other agreements to acquire shares of
Common Stock nor will the Company be contractually obligated to purchase, redeem or otherwise acquire any of its
outstanding shares. There are no anti-dilution or price adjustment provisions contained in any security issued by the
Company, or in any agreement to which the Company is a party and which provides rights to security holders, that will
be triggered by the transactions contemplated by this Agreement.



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(f) SEC Reports. Except as set forth on Schedule 2.1(f), the Company has filed all reports
required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or Section 15(d) thereof, and
the rules and regulations of the Commission promulgated thereunder, since January 1, 2006 (the foregoing reports and
any materials incorporated therein by reference being collectively referred to herein as the “SEC Reports”) on a timely
basis, or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the
expiration of any such extension. Except as set forth on Schedule 2.1(f), as of their respective dates (except
as expressly corrected in a subsequent SEC Report filed prior to the date of this Agreement), the SEC Reports complied
in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and
the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports,
when filed (except as expressly corrected in a subsequent SEC Report filed prior to the date of this Agreement),
contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances under which they were made, not
misleading.



(g) Financial Statements. Except as set forth on Schedule 2.1(g), the financial statements filed
with the Commission as a part of the SEC Reports present fairly, in all material respects, the financial position of
the Company and its subsidiaries on a consolidated basis as of and at the dates indicated and the results of their
consolidated operations and cash flows for the periods specified therein, subject, in the case of interim financial
statements, to normal year-end adjustments which are not expected to be material in amount, and except as expressly
corrected in a subsequent SEC Report filed prior to the date of this Agreement. Except as set forth on
Schedule 2.1(g), such financial statements have been prepared in conformity with generally accepted
accounting principles as applied in the United States and in effect as of the date of the applicable financial
statements and supporting schedules, as applicable, applied on a consistent basis throughout the periods involved,
except as may be expressly stated in the related notes thereto, and comply in all material respects with the Securities
Act, the Exchange Act and the applicable rules and regulations of the Commission thereunder.



(h) Absence of Undisclosed Liabilities. Except as reflected in the Company’s balance sheet as of
September 30, 2007 included in the SEC Reports, the Company does not have any debt or material obligation or liability
(whether accrued, absolute, contingent, liquidated, threatened, or otherwise, whether due or to become due), except:
(i) taxes not yet due and payable, (ii) current liabilities incurred and obligations under agreements entered into, in
the ordinary course of business consistent with past practice (none of which are delinquent), and (iii) contingent
liabilities specifically referenced in the notes to such balance sheet.



(i) Investment Company. The Company is not, and is not an affiliate of, an “investment company” within
the meaning of the Investment Company Act of 1940, as amended.



2.2 Representations and Warranties of the Investor. The Investor hereby makes the following representations and
warranties to the Company as of the date hereof.



(a) Organization. The Investor is duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization with the requisite power and authority to own and use its properties and assets
and to carry on its business as currently conducted.



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(b) Authorization; Enforcement. The Investor has the requisite power and authority to enter into and to
consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations
thereunder. The execution and delivery by the Investor of each of the Transaction Documents to which it is a party and
the performance by the Investor of the transactions contemplated thereby have been duly authorized by all necessary
action on the part of the Investor. This Agreement has been, and as of the Closing Date each of the Transaction
Documents will be duly executed and delivered by Investor and as of the date hereof this Agreement constitutes and as
of the Closing Date each of the Transaction Documents will constitute a valid and binding obligation of the Investor,
enforceable against it in accordance with its terms, except for any Enforceability Exceptions.



(c) No Conflicts. The execution, delivery and performance of the Transaction Documents by the Investor
and the consummation by the Investor of the transactions contemplated thereby do not and will not (i) conflict with or
violate any provision of the Investor’s certificate or articles of formation, operating agreement or other
organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse
of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or
cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other
instrument or other understanding to which the Investor is a party or by which any property or asset of the Investor is
bound or affected, or (iii) result in a violation of any Legal Requirements to which the Investor is subject (including
federal and state securities laws and regulations), or by which any property or asset of the Investor is bound or
affected.



(d) Investment Intent. The Investor understands that the Note has not been registered under the
Securities Act, or any applicable state securities law. The Investor is acquiring the Note for investment purposes
only and not with a view to or for distributing or reselling such Note or any part thereof, has no present intention of
distributing the Note and has no arrangement, agreement, or understanding (directly or indirectly) with any other
Person regarding the distribution of the Note (provided, however, that this representation and warranty shall not in
any way limit the Investor’s right to sell the Note in compliance with applicable federal and state securities laws).



(e) Investor Status. At the time the Investor was offered the Note it was, and at the date hereof it is,
an “accredited investor,” as such term is defined under the Securities Act. The Investor is not a registered
broker-dealer under Section 15 of the Exchange Act.



(f) Experience of the Investor. The Investor, either alone or together with its representatives, has
such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the
merits and risks of the prospective investment in the Note and has evaluated the merits and risks of such investment.
The Investor is able to bear the economic risk of an investment in the Note and is able to afford a complete loss of
such investment.



(g) No General Solicitation. The Investor is not purchasing the Note as a result of any advertisement,
article, notice or other communication published in any newspaper, magazine or similar media or broadcast over
television or radio or presented at any seminar or through any other general solicitation or general advertisement.



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(h) Access to Information. The Investor acknowledges that it has reviewed the SEC Reports and has been
afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from,
representatives of the Company concerning the terms and conditions of the offering of the Note and the merits and risks
of investing therein; (ii) access to information about the Company and its financial condition, results of operations,
business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the
opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort
or expense that is necessary to make an informed investment decision with respect to the investment.



ARTICLE III.

CLOSING CONDITIONS




3.1 Conditions to Investor’s Obligations. The obligation of the Investor to consummate the transactions
contemplated by this Agreement is subject to the satisfaction (unless waived in writing by the Investor) of each of the
following conditions on or prior to the Closing Date:




(a) No law, rule, regulation or order shall have been adopted or issued by a governmental authority
(including a court of competent jurisdiction), having the effect of making any of the transactions
contemplated by this Agreement illegal or otherwise prohibiting the consummation of any of the transactions
contemplated by this Agreement.




(b) The Company shall have received, before or concurrently with the Closing of the transactions
contemplated by this Agreement, not less than $5 million in additional debt capital upon terms and subject to
conditions no less favorable to the Company than those set forth herein. The terms and conditions set forth
in the documents attached hereto as Exhibit D are deemed to meet this condition. This Section 3.1(b)
shall in no way serve to limit the terms of or the Investor’s rights under the Transaction Documents. As
provided in the Note, the Company agrees that such additional new indebtedness will include terms designating
such indebtedness as pari passu debt and that (except for accepting the surrender of all or a portion of such
$2 million additional indebtedness in payment of all or a portion of the exercise price of warrants to acquire
common stock in the Company) Company shall not make any payments on such $5 million additional new
indebtedness unless and until the Company pays a ratable payment on the Note.




(c) The Company shall have executed and delivered a certificate to the effect that the condition set
forth in Section 3.1(b) above shall have been satisfied and if the Closing Date is other than the date of this
Agreement, that the representations and warranties of the Company are true and correct as of the Closing Date.



3.2 Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions
contemplated by this Agreement is subject to the satisfaction (unless waived in writing by the Company) of each of the
following conditions on or prior to the Closing Date:



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(a) No law, rule, regulation or order shall have been adopted or issued by a governmental authority
(including a court of competent jurisdiction), having the effect of making any of the transactions
contemplated by this Agreement illegal or otherwise prohibiting the consummation of any of the transactions
contemplated by this Agreement.




(b) If the Closing Date is other than the date of this Agreement, the Investor shall have executed and
delivered a certificate to the effect that that the representations and warranties of the Investor are true
and correct as of the Closing Date.



ARTICLE IV.

MISCELLANEOUS




4.1 Filing of Prospectus Supplement. The Company shall prepare and file with the Commission as soon as
practicable, but in no event later than 30 days after the date of closing of the Warrant Amendments and the purchase
and sale of the Note pursuant to this Agreement, a prospectus supplement to the prospectus forming a part of the
Company’s effective registration statement on Form SB-2, as amended, filed on January 30, 2007, which registration
statement, together with all exhibits and materials incorporated by reference or deemed to be incorporated by reference
therein, registers the resale from time to time by the Investor of the shares of Common Stock issuable upon exercise of
the Warrant Amendments. Such prospectus supplement shall disclose the material terms of the transactions contemplated
by this Agreement to the extent required by the rules and regulations promulgated by the Commission under the
Securities Act of 1933, as amended, and in form and substance reasonably satisfactory to Investor.



4.2 Fees and Expenses. Except as otherwise set forth in this Agreement or any other agreement between the
parties, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any,
and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and
performance of this Agreement. The Company and the Investor acknowledge that each has been represented by its own
separate legal counsel in its review and negotiation of the Transaction Documents.



4.3 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws
of the State of Nevada, without giving effect to conflict of laws or any other rules or principles which may require
the application of the laws of any other jurisdiction.



4.4 Entire Agreement. This Agreement, together with the exhibits and schedules hereto, the Notes, and the Warrant
Amendments, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all
prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have
been merged into such documents, exhibits and schedules.



4.5 Binding Effect. All of the terms, provisions and conditions hereof shall be binding upon and shall inure to
the benefit of and be enforceable by the parties hereto, and their respective heirs, personal representatives,
successors and assigns.



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4.6 Headings; Construction. The headings contained herein are for the purposes of convenience only, and will not
be deemed to constitute a part of this Agreement or to affect the meaning or interpretation of this Agreement in any
way. Unless the context clearly states otherwise, the use of the singular or plural in this Agreement shall include
the other and the use of any gender shall include all others. The parties have participated jointly in the negotiation
and drafting of this Agreement. If any ambiguity or question of intent or interpretation arises, no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of
this Agreement. All references herein to Sections shall refer to this Agreement unless the context clearly otherwise
requires.



4.7 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given upon
(a) transmitter’s confirmation of receipt of a facsimile transmission, if during normal business hours of a business
day, otherwise on the next business day, (b) confirmed delivery by a standard overnight carrier or when delivered by
hand or (c) the expiration of five (5) business days (or seven (7) business days where the addressee is not in the
United States) after the day when mailed by certified or registered mail, postage prepaid, to the addresses set forth
on the signature pages hereto or to such other address as any party may, from time to time, designate in a written
notice given in a like manner.



4.8 Severability of Provisions. If a court in any proceeding holds any provision of this Agreement or its
application to any Person or circumstance invalid, illegal or unenforceable, the remainder of this Agreement, or the
application of such provision to persons or circumstances other than those to which it was held to be invalid, illegal
or unenforceable, shall not be affected, and shall be valid, legal and enforceable to the fullest extent permitted by
law, but only if and to the extent such enforcement would not materially and adversely frustrate the parties’ essential
objectives as expressed in this Agreement. Furthermore, in lieu of any such invalid or unenforceable term or provision,
the parties intend that the court add to this Agreement a provision as similar in terms to such invalid or
unenforceable provision as may be valid and enforceable, so as to effect the original intent of the parties to the
greatest extent possible.



4.9 Third Party Beneficiaries. This Agreement does not create, and will not be construed as creating, any rights
enforceable by any Person not a party to this Agreement.



4.10 Amendment. This Agreement may be amended, modified, superseded, or canceled only by a written instrument
signed by all of the parties hereto and any of the terms, provisions and conditions hereof may be waived, only by a
written instrument signed by the waiving party.



4.11 Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts and each
such counterpart shall for all purposes be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument. Facsimile signatures on this Agreement shall be deemed to be original
signatures for all purposes.



4.12 Survival. The representations, warranties, covenants and agreements contained herein shall survive the
purchase and sale of the Note.



[Signatures on following page]








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IN WITNESS WHEREOF, the parties hereto have caused this Note Purchase Agreement to be duly executed by their
respective authorized signatories as of the date first indicated above.




QUEPASA CORPORATION


7550 E. Redfield Road, Suite A


Scottsdale, AZ 85260


Fax:                                       


Attn: John C. Abbott




By: /s/ John C. Abbott

Name: John C. Abbott

Title: Chief Executive Officer and Chairman of the Board of Directors





RICHARD L. SCOTT INVESTMENTS,
LLC
                                                    
                                                    


Fax:                                       


Attn:                                       




By: /s/ Richard L. Scott

Name: Richard L. Scott

Title: Chief Executive Officer









 


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Exhibit A




Form of Series 2 Warrant Amendment




See Exhibit 10.9 filed with this Form 8-K.










 


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Exhibit B




Form of Series 3 Warrant Amendment




See Exhibit 10.10 filed with this Form 8-K.










 


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Exhibit C




Form of Promissory Note




See Exhibit 10.10 filed with this Form 8-K.










 


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Exhibit D




Form of Transaction
Documents of Mexicans & Americans Trading Together, Inc.




See Exhibits 10.1, 10.4, 10.5, and 10.11 filed with this Form 8-K.



 


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