0001354488-10-003910 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 16th, 2010 • Quepasa Corp • Services-advertising • New York

This Securities Purchase Agreement (this “Agreement”) is made and entered into as of December 14, 2010 (the “Execution Date”), by and among Quepasa Corporation, a Nevada corporation (the “Company”), and each of the purchasers listed on Schedule A attached hereto (collectively, the “Purchasers” and individually, a “Purchaser”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 16th, 2010 • Quepasa Corp • Services-advertising • Florida

THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the 14th day of December, 2010 by and between Quepasa Corporation, a Nevada corporation (the “Company”) and the person identified on the signature page of this Agreement (the “Investor”).

QUEPASA CORPORATION West Palm Beach, Florida 33401 December 14, 2010
Quepasa Corp • December 16th, 2010 • Services-advertising

This is being provided to all investors in the Quepasa Corporation Private Placement. The Securities Purchase Agreement is being amended as reflected below:

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