**Exhibit 10.36**RIGHT OF PURCHASE AND RIGHT OF FIRST REFUSAL AGREEMENTThis Right of Purchase and Right of First Refusal Agreement (the “Agreement”) is entered intoas of March 27, 2008, by Quepasa Corporation, a Nevada corporation (“QPSA”) and BRC Group, LLC, aCalifornia limited liability company (“BRC”), Richard Copeland (“Copeland”), and Brad Rothenberg(“Rothenberg”). Copeland and Rothenberg are hereinafter individually and collectively referred toas the “Majority Members.”RECITALSA. QPSA has agreed to extend to BRC an interest-free loan in the amount of $600,000.00 (the“Loan”), to be evidenced by a Loan Agreement and certain other documents (individually andcollectively, the “Loan Documents”).B. To induce QPSA to agree to enter into the Loan Documents and to make the Loan evidenced bythe Loan Documents, BRC and the Majority Members have agreed to grant QPSA certain rights withrespect to the purchase of one hundred percent (100%) of the issued and outstanding Equity Interest(as defined below) of BRC in accordance with the terms and conditions of this Agreement.C. The parties understand and agree that the terms and conditions of this Agreement areseparate from and independent of the Loan Documents, except as otherwise provided herein.AGREEMENT1. Right of Purchase Equity Interest.(a) Anytime between September 1, 2008 and August 31, 2009, QPSA shall have the right to offerto purchase from the Majority Members not less than 100% of the issued and outstanding EquityInterests of BRC. For purposes of this Agreement, the term Equity Interest means any class orseries of equity interest in the Company issued and outstanding at any time, as evidenced by theCompany’s Articles of Organization and Operating Agreement in effect from time to time, and anyother securities or interests into which such Equity Interests may be converted from time to time,together with all rights associated therewith, including, without limitation, voting rights, rightsto distributions, allocations of profit or loss, profits interests, preferences, priorities,preferred returns, and any other rights associated with any such Equity Interests. Notwithstandingthe foregoing, in the event that QPSA does not advance the loan amount of Two Hundred FiftyThousand Dollars ($250,000) to BRC on September 1, 2008, as provided in the Loan Documents, QPSA’srights under this Section 1 shall not commence until QPSA has advanced such loan amount to BRC.(b) The purchase price for the Equity Interests shall be paid in the common stock of QPSA, parvalue $0.001 per share (the “Shares”), which Shares need not be registered and shall constituterestricted securities. The Shares shall be restricted to comply with any applicable federal orstate securities laws. The purchase price for the Equity Interest shall not be less than$2,000,000, nor more than $4,800,000, but shall be payable solely in Shares; provided that thevalue of the Equity Interests shall be determined after deducting from BRC’s value all
 
 

 
indebtedness owed by BRC, including the unpaid principal balance of the Loan. At the time ofthe purchase of the Equity Interests, the Shares of QPSA used to pay the purchase price shall betraded on the Over-the-Counter Pinksheets or another recognized securities exchange at an averageprice of not less than $5.00 per Share, determined during the 30-day period prior to QPSA’sissuance of the written offer to the Majority Members. If for any reason the average price ofQPSA’s Shares exceeds $5.00 per Share, QPSA may, in its discretion, reduce the number of Sharesoffered. The Majority Members shall have the right to accept or reject QPSA’s offer, provided thatif such offer is not accepted within 15 business days after the date QPSA’s written offer isdelivered to the Majority Members (the “Offer Date”), QPSA may withdraw the offer. Nothing in thisAgreement shall require that QPSA make any offer to the Majority Members for the purchase of 100%of the Equity Interests nor shall the Majority Members be obligated to accept any offer made byQPSA under this Section.(c) If the Majority Members elect to accept QPSA’s offer made under this Section 1, theMajority Members covenant and agree that prior to the closing of QPSA’s purchase of 100% of theEquity Interests, the Majority Members will purchase from the minority members of BRC, at the soleexpense of the Majority Members, all Equity Interests owned by such minority members and shallcause such Equity Interests to be delivered to QPSA at the closing. Compliance with the covenantsof this paragraph by the Majority Members shall be a condition precedent to QPSA’s obligation topay for and close the purchase of 100% of the Equity Interests.(d) The closing of the purchase contemplated by the QPSA offer shall occur at the offices ofQPSA sixty (60) days following the date the Majority Members accept the QPSA offer to purchase 100%of the Equity Interests.2. Third Party Offers; Right of First Refusal.(a) If, during the period from September 1, 2008, through August 31, 2009, any person deliversa bona fide offer to BRC or the Majority Members (i) to purchase any portion of the issued andoutstanding Equity Interests of BRC, or (ii) to purchase substantially all of the assets of BRC (ineither case, the “Original Offer”), or (iii) to cause the Company to merge with or to engage in ashare or equity exchange or any similar transaction which would result in the sale of BRC,substantially all of its assets or a majority interest of its Equity Interests, to any other entityor person, and if said Original Offer is one which the Majority Members desire to accept, then theMajority Members, or, if applicable, BRC, and if said offer is one which the Majority Membersdesire to accept, then BRC shall give written notice to QPSA of the Original Offer (the “PurchaseNotice”). The Purchase Notice shall include a complete copy of the Original Offer and all lettersand correspondence relating thereto, including, without limitation, any valuation analysis. QPSAshall have the number of days after receipt of the Purchase Notice that is equal to the number ofdays BRC is entitled to accept the Original Offer under the terms of the Original Offer (the “ROFRExercise Period”) within which to notify the Majority Members or BRC, as applicable, in writingthat it will purchase either all of the Equity Interests or all of the BRC’s assets onsubstantially the same terms set forth in the Purchase Notice (the “ROFR Exercise Notice”);provided that the Exercise Period shall in no event be for a period of less than ten days. Uponreceipt by the Majority Members or BRC, as applicable, of the ROFR Exercise Notice, the MajorityMembers or BRC, as the case may be, shall be obligated to sell the Equity Interests or the assets of BRC, as applicable, to QPSA, on the terms and conditions setforth in the ROFR Exercise Notice, and QPSA shall be obligated to purchase such property on thesame terms. If for any reason QPSA fails to deliver the ROFR Exercise Notice within the ROFRExercise Period specified above, BRC and the Majority Members shall be free to sell the EquityInterests or the BRC assets free and clear of any rights of QPSA under this Agreement.
 
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(b) QPSA shall have until sixty (60) days from the date the ROFR Exercise Notice is deliveredto consummate and close the purchase of the Equity Interests from the Majority Members or theassets from BRC, as applicable.(c) The purchase price for the Equity Interests or the BRC assets, as applicable, shall bepayable to the applicable party in the consideration specified in the Original Offer, and at thetime or times specified in the Original Offer, unless the holders of the Equity Interests or BRC,as applicable, agrees to accept some or all of the purchase price in the stock of QPSA. Theforegoing notwithstanding, with respect to any consideration payable BRC under this Section, QPSAshall be entitled to deduct the unpaid principal balance of any Loan as a credit against anypurchase price due BRC for the assets.(d) Notwithstanding the foregoing, in the event that QPSA does not advance the loan amount ofTwo Hundred Fifty Thousand Dollars ($250,000) to BRC on September 1, 2008, as provided in the LoanDocuments, QPSA’s rights under this Section 2 shall not commence until QPSA has advanced such loanamount to BRC.3. Failure to Close on Original Offer; Extension of Right of First Refusal. If forany reason the sale of the Equity Interests or the BRC assets to a third party is not closed withinthe time contemplated by the Original Offer, and if QPSA has not elected to exercise its rightsunder this Agreement, QPSA’s rights under this Agreement shall revive and QPSA shall have theidentical right of first refusal set forth above in the event of any subsequent offer by anyperson, including the person who extended the Original Offer, for the duration of the term of thisAgreement.4. Injunctive Relief. If for any reason BRC or the Majority Members should violateSection 2, BRC and the Majority Members acknowledge that QPSA would be irreparably harmed and thatmonetary damages would not be an adequate remedy and QPSA shall be entitled to obtain, and neitherBRC nor the Majority Members shall oppose, the issuance of a temporary, preliminary and finalinjunction barring the sale of Equity Interests or, if applicable, barring the occurrence of anySales Event until the provisions of this Section are carried out in full. The Majority Members,BRC and QPSA each agree to negotiate in good faith in the event this Section becomes applicable.5. Event Preventing Exercise of Right of First Refusal. If any event, order, stay orother occurrence exists which, as a matter of law, prevents QPSA from exercising any right oroption it may hold under this Agreement, QPSA’s rights shall continue hereunder unaffected and QPSAshall have the rights described in Sections 3 and 4 for ninety (90) days after the date such legalimpediment to the exercise of such right is removed or stayed by a final, non-appealable judgment.
 
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6. Expiration of Rights. This Agreement and the rights granted QPSA under thisAgreement shall terminate at 11:59 p.m. August 31, 2009.7. Non-Contravention. Notwithstanding any other provision of this Agreement, BRC andthe Majority Members covenant and agree not to take any action that, directly or indirectly, wouldresult in the contravention or negation of QPSA’s rights under this Agreement. Prior toundertaking any negotiation with any person interested in purchasing the Equity Interests or theassets of BRC, BRC and the Majority Members shall advise any such person of the existence of thisAgreement and of QPSA’s rights hereunder and shall notify QPSA of any negotiations or discussions.8. Remedies. In addition to any other remedies provided in this Agreement, if BRC orany of the Majority Members should breach or default in any provision of this Agreement or in theperformance of the terms and conditions hereof, QPSA shall be entitled to any remedies available atlaw or in equity, including, without limitation, damages and injunctive relief.9. Notices. All notices and other communications required under this Agreement fromany party to the other shall be mailed by first class registered or certified mail, postageprepaid, or sent by overnight carrier (or sent by confirmed telecopy) to the address of the partiesset forth below, and shall be in writing. If any address changes, the party whose address haschanged shall be obligated to deliver to the other parties a new address to which notice may begiven. Notices shall be sent as follows:       If to QPSA: Quepasa Corporation    Attention:                                             7550 East Redfield Road    Suite A    Scottsdale, Arizona 85260    Phone:                                             Fax:                                                If to BRC: BRC Group, LLC    Attention: Richard Copeland    425 2nd Street    Suite 505    San Francisco, California 94107    Phone:                                             Fax:                                             If to Lender:
 
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       If to the Majority Members: Richard Copeland    425 2nd Street    Suite 505    San Francisco, California 94107         and         Brad Rothenberg    1968 Pennsylvania    San Francisco, California 9410710. Governing Law. This Agreement shall be governed by the substantive laws of theState of Arizona, without regard to conflict of law principles.11. No Assignment. No party hereto may assign their respective rights or obligationshereunder, whether voluntarily or by operation of law, without the prior written consent of theothers. A change in ownership of fifty percent (50%) or more of the ownership interests of QPSAshall be considered an assignment for the purposes of this Section. Any assignment incontravention of this provision shall be void. Notwithstanding the foregoing, BRC shall notwithhold its consent for an assignment by QPSA unless such assignment is to a party that competeswith BRC.12. Miscellaneous. If any provision of this Agreement is determined to be invalid,illegal or unenforceable, such illegal or unenforceable provision shall not affect any otherprovision of this Agreement.13. Independence from Loan. The provisions of this Agreement shall be separate andindependent from the Loan Documents and the Loan evidenced thereby except as provided in thisAgreement and the Loan Documents; provided, however, that a breach of this Agreement shall alsoconstitute a breach of the Loan Documents.IN WITNESS WHEREOF, the parties have executed this Agreement as of date first written above.       “QPSA”       Quepasa Corporation, a Nevada corporation       By: /s/ Michael D. Matte       Its: Chief Financial Officer     
 
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       “BRC”       BRC Group LLC, a California limited liability company       By: /s/ Richard Copeland         Richard Copeland, Manager       By: /s/ Brad Rothenberg         Brad Rothenberg, Manager       “Majority Members”       /s/ Richard Copeland     Richard Copeland       /s/ Brad Rothenberg     Brad Rothenberg
 
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