THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW. THESE SECURITIES
MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
AN EXEMPTION THEREFROM UNDER SAID ACT. ADDITIONALLY, THE TRANSFER OF
THESE SECURITIES IS SUBJECT TO THE RESTRICTIONS SET FORTH HEREIN AND IN THE
COMPANY’S OPERATING AGREEMENT (AS THE SAME MAY BE AMENDED AND
RESTATED FROM TIME TO TIME).
EQUITY INTERESTS PURCHASE WARRANT
No. W- 01
A. Quepasa Corporation, a Nevada corporation (“QPSA”), has agreed to loan to BRC Group, LLC, a
California limited liability company (the “Company”), the sum of $600,000 on an interest-free basis (the “Loan”) to
be evidenced by a Promissory Note and Loan Agreement dated as of March 27, 2008 (the “Loan Documents”).
B. To induce QPSA to make the Loan to the Company, the Company has agreed to issue to QPSA a warrant
allowing QPSA to purchase up to 50% of the total issued and outstanding Equity Interests in the Company.
C. As of the date of this Warrant, the Company has issued and outstanding only Class A Membership
D. The terms “Membership Interest” and “Class A Membership Interest” shall have the same meanings as set
forth in the Company’s Operating Agreement.
1. Definitions . The capitalized terms set forth in this Warrant have the meanings set forth in Section 8 below.
2.1 Grant of Warrant . The Company hereby agrees that, for good and valuable consideration, the receipt
of which is hereby acknowledged, QPSA, the recipient of this Warrant (“Holder”), or its assigns or transferees, is
entitled to purchase from the Company upon the occurrence of any event listed in Section 2 of this Warrant, that
amount of Equity Interests set forth in Section 2.3(a) of this Warrant, not to exceed fifty percent (50%) of the total
issued and outstanding Equity Interests (subject to all the adjustm