REGISTRATION RIGHTS AGREEMENT
T HIS R EGISTRATION R IGHTS A GREEMENT (this “Agreement”) is made as of March 21, 2006, among Q UEPASA C
ORPORATION , a Nevada corporation (the “Company”), and the P ARTIES L ISTED ON S CHEDULE I HERETO (the “Holders”).
R ECITAL :
The Company and Holders are parties to that certain Warrant Purchase Agreement dated as of March 21, 2006 (the
“Purchase Agreement”), which provides, among other things, that the Holders shall be issued three series of warrants (the
“Warrants”) to purchase an aggregate of 3,000,000 shares of common stock of the Company, par value $0.001 per share (the
“Common Stock”). Capitalized terms used but not defined in this Agreement have the meanings assigned to such terms in the
Purchase Agreement. As an inducement to Holders to enter into the Purchase Agreement, the Company agrees with the
Holders as follows:
A GREEMENT :
N OW , T HEREFORE , the parties hereby agree as follows:
1. C ERTAIN D EFINITIONS . As used in this Agreement, the following terms shall have the following respective meanings:
1.1 Affiliates. “Affiliate” shall mean any person that, directly or indirectly, through one or more intermediaries,
controls or is controlled by, or is under common control with, any party specified in this Agreement.
1.2 Commission. “Commission” shall mean the United States Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.
1.3 Exchange Act. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar
Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time.
1.4 Person. “Person” shall mean any individual, partnership, limited liability company, corporation, trust or other
1.5 Register; Registered; Registration. “Register,” “registered” and “registration” shall refer to a registration
effected by preparing and filing a registration statement in compliance with