Common Stock Purchase Warrant
Issued as of March 21, 2006 (the “Issue Date”)
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE
SECURITIES OR BLUE SKY LAWS OF ANY STATE, AND NEITHER THIS WARRANT NOR SUCH SHARES OF PREFERRED
STOCK MAY BE SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT, OR AN EXEMPTION THEREFROM, AND, IF AN EXEMPTION SHALL BE
APPLICABLE, THE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
THAT SUCH EXEMPTION APPLIES AND THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT AND THAT SUCH
PROPOSED SALE OR TRANSFER IS IN COMPLIANCE WITH ALL APPLICABLE BLUE SKY OR STATE SECURITIES LAWS.
Expires and is void after 5:00 p.m. E.S.T.
September 21, 2006 (the “Expiration Date”).
Warrant for the Purchase of Common Stock, Par Value $.001 Per Share
FOR VALUE RECEIVED, Quepasa Corporation, a Nevada corporation with its offices at 410 N. 44 th Street, Suite 450,
Phoenix, Arizona 85008, hereby certifies that F. Stephen Allen or his assigns (“Holder”), is entitled to purchase, subject to the
provisions hereof, from the Company, at a price per share set forth in the Section 1 hereof (the “Exercise Price”), the number of
fully paid and non-assessable shares of Common Stock of the Company (“Common Stock”) set forth above (the “Series 1
Warrant Shares”), subject to adjustment as provided in Section 9 hereof. Capitalized terms not defined herein shall have the
meaning set forth in the Warrant Purchase Agreement dated as of the date hereof by and among the Company, Holder and the
other Investors signatory thereto (the “Warrant Purchase Agreement”).
1. EXERCISE PRICE . The Exercise Price for any shares of Common Stock purchased upon exercise of this Warrant shall be
$2.87 per share, subject to such adjustments as set fo