X0304 4 2011-11-10 0001078099 QUEPASA CORP QPSA 0001534455 Bugden James E. 280 UNION SQUARE DRIVE NEW HOPE PA 18938 1 See Remarks Common Stock 2011-11-10 4 A 0 132641 A 132641 D Stock Options (Right to Buy) 4.24 2011-11-10 4 A 0 100000 A 2021-11-10 Common Stock 100000 100000 D On November 10, 2011, the issuer's wholly-owned subsidiary merged with Insider Guides, Inc., a privately-held Delaware corporation ("myYearbook"). Holders of myYearbook's securities received cash and shares of the issuer's common stock as merger consideration. The reporting person, a former security holder of myYearbook, acquired these securities, as well as cash, in exchange for securities of myYearbook. The closing price of the issuer's common stock on the NYSE Amex on November 10, 2011 was $4.08. These securities were granted to the reporting person in connection with the reporting person's employment agreement. Of these securities: (i) one third vest on November 10, 2012, and (ii) the remaining vest in equal, monthly increments over a two-year period, subject to the reporting person's continued employment with the issuer on each applicable vesting date. Not applicable Mr. Budgen's title is: Sr. VP - Finance and Chief Accounting Officer /s/ James E. Bugden 2011-11-15