REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August __, 1999, by and between
QUEPASA.COM, INC., a Nevada corporation (the "Company"), and ESTEFAN ENTERPRISES, INC., a
_______________ corporation ("EEI").
WHEREAS, pursuant to the terms of the Agreement (the "EEI Agreement"), dated as of the date hereof,
between the Company, EEI and Gloria Estefan, the Company issued to EEI 156,863 shares (the "Shares") of the
Company's common stock, $.001 par value per share ("Common Stock"); and
WHEREAS, in order to induce EEI to enter into the EEI Agreement, the Company agreed to provide EEI with
certain registration rights relating to the Shares.
NOW THEREFORE, in consideration of the promises and mutual covenants contained herein and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:
1. Definitions. As used herein, the following defined terms shall have the following respective meanings:
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Exchange Act Registration Statement" means a registration statement filed with the SEC pursuant to the
"Indemnified Party" has the meaning set forth in subparagraph 6(c).
"Indemnifying Party" has the meaning set forth in subparagraph 6(c).
The terms "register," "registered" and "registration" refer to a registration effected by preparing and filing a
registration statement in compliance with the Securities Act or the Exchange Act and the declaration or ordering
of the effectiveness of such registration statement.
"Registrable Securities" means the Shares and all other securities issued or issuable with respect to the Shares by
way of a stock dividend or stock
split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.
As to any particular Registrable Securities, such Registrable Securities shall cease to be Regi