AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN
1.1 GENERAL . The purpose of the Quepasa Corporation 2006 Stock Incentive Plan (the “Plan”) is to
promote the success and enhance the value of Quepasa Corporation (the “Company”) by linking the personal
interests of the members of the Board, employees, officers, executives, consultants and advisors to those of
Company stockholders and by providing such individuals with an incentive for outstanding performance to
generate superior returns to Company stockholders. The Plan is further intended to provide flexibility to the
Company in its ability to motivate, attract, and retain the services of Board members, employees, officers,
executives, consultants and advisors upon whose judgment, interest, and special effort the successful conduct of
the Company’s operation is largely dependent.
EFFECTIVE AND EXPIRATION DATE
2.1 EFFECTIVE DATE . The Plan is effective as of the date the Plan is approved by the Board (the
“Effective Date”). Any Awards granted under the Plan prior to stockholder approval are effective when made
(unless the Committee specifies otherwise at the time of grant), but no Award may be exercised or settled and no
restrictions relating to any Award may lapse before the Plan is approved by the Company’s stockholders. If the
Company’s stockholders do not approve the Plan within 12 months after the Effective Date, any Award
previously made is automatically canceled without any further act.
2.2 EXPIRATION DATE . The Plan will expire on, and no Award may be granted under the Plan after,
the tenth anniversary of the Effective Date. Any Awards that are outstanding on the tenth anniversary of the
Effective Date shall remain in force according to the terms of the Plan and the Award Agreement.
DEFINITIONS AND CONSTRUCTION
3.1 DEFINITIONS . The following words and phrases shall have the following meanings:
(a) “ Awa