CERTIFICATE OF DESIGNATION
I, Michael D. Matte, Chief Financial Officer of Quepasa Corporation, a corporation organized and existing
under the laws of the State of Nevada (hereinafter the “Corporation”), DO HEREBY CERTIFY:
That pursuant to Section 78.1955 of the Nevada Revised Statutes, the Board of Directors of the Corporation
on June 26, 2008, adopted the following resolution.
RESOLVED : That the designations, powers, preferences and rights of the Series A Preferred Stock be, and
they hereby are, as set forth below:
1. Designation; Ranking . A series of preferred stock is hereby designated as Series A Preferred Stock
(the “Series A Preferred Stock”).
2. Number . The number of shares constituting Series A Preferred Stock is fixed at 25,000 shares, par value
$.001 per share, and such amount may not be increased or decreased except with the written consent of the
holders of at least a majority of the issued and outstanding Series A Preferred Stock.
3. Dividends .
(a) Accruing Dividends . From and after the date of the issuance of any shares of Series A Preferred
Stock, dividends at the rate per annum of 4.46% on the Stated Value (as defined below) per share of Series A
Preferred Stock, compounded annually, shall accrue on the shares of Series A Preferred Stock (the “Accruing
Dividends”). Accruing Dividends shall accrue from day to day from the date of issuance, whether or not earned or
declared, and shall be cumulative. Notwithstanding the foregoing, the Corporation shall pay all unpaid Accruing
Dividends in one lump sum cash payment to the holders of Series A Preferred Stock on the following events: (i) a
Liquidation Event (as defined in Section 4(a)) (unless the holder converts the Series A Preferred Stock pursuant to
Section 6(b)) or (ii) the Conversion Time (as defined in Section 6(c)). “Stated Value” shall mean $100.00 per
share of the Series A Preferred Stock.
(b) Declaration and Payment of Dividends . The Corporation shall not declare, pay, or set a