THIS LOAN AGREEMENT (“ Agreement ”) is made as of the 27th day of March, 2008, by and between
Quepasa Corporation, a Nevada corporation (“ Lender ”), and BRC Group LLC, a California limited
liability company (“ Borrower ”).
I. Background and Basic Terms
1.1 Agreement to Borrow and Lend; Background .
(a) Subject to the terms and conditions set forth in this Agreement, Lender agrees to make advances to or
for the benefit of Borrower, and Borrower agrees to borrow, a loan in the maximum principal amount of
$600,000.00 (the “ Loan ”). Advances under the Loan will be made at Lender’s discretion in accordance with the
advance schedule set forth in paragraph (b) below, but only if an Event of Default has occurred and has not been
cured within any grace or cure period.
(b) If all of the conditions precedent described in Section 1.4 are satisfied, then, subject to Section 1.1(a),
Lender will advance to Borrower the Loan amount as follows: (i) $300,000.00 on the date hereof (“ Closing Date
”); (ii) $50,000.00 on April 1, 2008; and (iv) $250,000.00 on September 1, 2008.
(c) All advances made by Lender pursuant to this Agreement shall be evidenced by the Note and
Ancillary Documents (as defined in Section 1.2).
1.2 Loan Documents .
(a) The Loan will be evidenced by a Promissory Note of even date herewith in the principal amount of
$600,000.00, made by Borrower and payable to the order of Lender (the “ Note ”) as described in this
Agreement. Individually and collectively, the Note and this Agreement are called the “ Loan Documents ”.
(b) In addition to the Note, Borrower and a majority in interest of Borrower’s Members, including
Richard Copeland and Brad Rothenberg (individually and collectively, the “Members”) have concurrently with the
execution of this Agreement executed and delivered to Lender an Equity Interests Purchase Warrant of even date
(the “ Warrant ”), a Right of Purchase and Right of First Refusal Agreement (the “ ROFR Agreement ”) and a