RIGHT OF PURCHASE AND RIGHT OF FIRST REFUSAL AGREEMENT
This Right of Purchase and Right of First Refusal Agreement (the “Agreement”) is entered into as of
March 27, 2008, by Quepasa Corporation, a Nevada corporation (“QPSA”) and BRC Group, LLC, a California
limited liability company (“BRC”), Richard Copeland (“Copeland”), and Brad Rothenberg (“Rothenberg”).
Copeland and Rothenberg are hereinafter individually and collectively referred to as the “Majority Members.”
A. QPSA has agreed to extend to BRC an interest-free loan in the amount of $600,000.00 (the “Loan”), to
be evidenced by a Loan Agreement and certain other documents (individually and collectively, the “Loan
B. To induce QPSA to agree to enter into the Loan Documents and to make the Loan evidenced by the Loan
Documents, BRC and the Majority Members have agreed to grant QPSA certain rights with respect to the
purchase of one hundred percent (100%) of the issued and outstanding Equity Interest (as defined below) of BRC
in accordance with the terms and conditions of this Agreement.
C. The parties understand and agree that the terms and conditions of this Agreement are separate from and
independent of the Loan Documents, except as otherwise provided herein.
1. Right of Purchase Equity Interest .
(a) Anytime between September 1, 2008 and August 31, 2009, QPSA shall have the right to offer to
purchase from the Majority Members not less than 100% of the issued and outstanding Equity Interests of BRC.
For purposes of this Agreement, the term Equity Interest means any class or series of equity interest in the
Company issued and outstanding at any time, as evidenced by the Company’s Articles of Organization and
Operating Agreement in effect from time to time, and any other securities or interests into which such Equity
Interests may be converted from time to time, together with all rights associated therewith, including, without
limitation, voting rights, rights to distributions, allocations of pro