PROMISSORY NOTE 


	$45,000.00	As of April 5, 2012
	 	Radnor, Pennsylvania


 


FOR VALUE RECEIVED, Universal Business Payment
Solutions Acquisition Corporation, a Delaware corporation (“Maker”), promises to pay to the order of UBPS Services,
LLC, a Delaware limited liability company (“Payee”), the principal sum of Forty Five Thousand Dollars and No Cents
($45,000.00) in lawful money of the United States of America, on the terms and conditions described below.


 


1. Principal. The principal balance
of this Note shall be repayable on the earlier of (i) one year from the date hereof and (ii) the date on which Maker consummates
an initial business combination.


 


2. Interest. No interest shall accrue
or be payable on the unpaid principal balance of this Note.


 


3. Application of Payments. All payments
shall be applied first to payment in full of any reasonable costs incurred in the collection of any sum due under this Note, including
(without limitation) reasonable attorneys’ fees, then to the reduction of the unpaid principal balance of this Note.


 


4. Events of Default. The following
shall constitute Events of Default:


 


(a) Failure to Make Required Payments.
Failure by Maker to pay the principal of this Note within five (5) business days following the date when due.


 


(b) Voluntary Bankruptcy, Etc. The
commencement by Maker of a voluntary case under Title 11, United States Bankruptcy Code of 1978, as now constituted or hereafter
amended (“the Federal Bankruptcy Code”), or any other applicable federal or state bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or
the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.


 


(c) Involuntary Bankruptcy, Etc. The
entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case
under the Federal Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency
or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of
Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance
of any such decree or order unstayed and in effect for a period of 60 consecutive days.


 


5. Remedies.


 


(a) Upon the occurrence of an Event of Default
specified in Section 4(a), Payee may, by written notice to Maker, declare this Note to be due and payable, whereupon the principal
amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing
the same to the contrary notwithstanding.


 


(b) Upon the occurrence of an Event of Default
specified in Sections 4(b) and 4(c), the unpaid principal balance of, and all other sums payable with regard to, this Note shall
automatically and immediately become due and payable, in all cases without any action on the part of Payee.


 


6. Waivers. Maker and all endorsers
and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest and notice of
protest with regard to the Note and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by
virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired
by Payee.


 



    	 



    	 



    

 


7. Unconditional Liability. Maker
hereby waives all notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this
Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be
affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee,
and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to
the payment or other provisions of this Note, and agree that additional makers, endorsers, guarantors or sureties may become parties
hereto without notice to them or affecting their liability hereunder.


 


8. Assignment. Maker shall not assign
its rights or delegate its obligations hereunder without the prior written consent of Payee. Payee may freely assign its rights
or delegate its obligations without any consent whatsoever of Maker.


 


9. Notices. Any notice, request,
demand, waiver, consent, approval or other communication that is required or permitted to be given to either party hereunder shall
be in writing and shall be deemed given only if delivered to such party personally (including by recognized overnight courier),
or sent to such party by facsimile transmission (promptly followed by a hard-copy delivered in accordance with this Section 9),
or by registered or certified mail (return receipt requested), with postage and registration or certification fees thereon prepaid,
addressed to the party at its address set forth below:


 


If to Maker:


Universal Business Payment Solutions Acquisition Corporation


Radnor Financial Center


150 North Radnor-Chester Road, Suite F-200


Radnor, Pennsylvania 19087


ATTN: Bipin Shah, Chief Executive Officer


 


If to Payee:


UBPS Services, LLC


Radnor Financial Center


150 North Radnor-Chester Road, Suite F-200


Radnor, Pennsylvania 19087


ATTN: Bipin Shah, Member


 


or to such other address as either party may have specified
in a notice duly given to the other party as provided herein. Such notice, request, demand, waiver, consent, approval or other
communication will be deemed to have been given as of the date so delivered, telegraphed or mailed.


 


10. Construction. This Note shall
be governed by, and construed in accordance with, the laws of the State of New York. This Note qualifies as an instrument for the
payment of money only, under Section 3213 of the Civil Practice Law and Rules of the State of New York.


 


11. Severability. Any provision contained
in this Note that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 



    	 



    	 



    

 


IN WITNESS WHEREOF, Maker, intending to
be legally bound hereby, has caused this Note to be duly executed as of the day and year first above written.


 


	 	UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION
	 	 
	 	By:	 /s Bipin C. Shah
	 	Name:  Bipin C. Shah
	 	Title:  Chief Executive Officer