TERMINATION AGREEMENT


 


This TERMINATION AGREEMENT, dated as of December
28, 2012 (this “Agreement”), by and among UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION., a Delaware
corporation (“Company”), the undersigned individual whose name appears listed under the heading “Initial Stockholder”
on the signature page hereto (the “Initial Stockholder”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New
York corporation (“Escrow Agent”).


 


WHEREAS, the Company, the Initial Stockholder
and the Escrow Agent entered into a Stock Escrow Agreement, dated as of May 13, 2011 (the “Escrow Agreement”).


 


WHEREAS, pursuant to section 6.2 of the Escrow
Agreement, EarlyBirdCapital, Inc. (“EBC”) must provide its prior written consent to any modifications or changes to
the Escrow Agreement.


 


WHEREAS, the parties thereto desire to terminate
the Escrow Agreement as it relates to the Initial Stockholder on the terms and conditions set forth in this Agreement.


 


IT IS AGREED:


 


1.                  
Definitions. Capitalized terms used herein without definition are used herein with the meanings ascribed to such
terms in the Escrow Agreement.


 


2.                  
Release of Escrow Shares. The certificates representing the Initial Stockholder’s Escrow Shares are hereby
released and shall be returned by the Escrow Agent to the Initial Stockholder.


 


3.                  
Deposit of Escrow Shares. The Escrow Agreement is hereby terminated in its entirety and shall be of no further force
or effect, provided, that, the provisions of Section 5 of the Escrow Agreement shall remain in full force and effect.


 


4.                  
Miscellaneous.


 


4.1.             
Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance
with the laws of the State of New York. The Company hereby agrees that any action, proceeding or claim against it arising out of
or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the U.S. District
Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenience forum. Any
such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail,
return receipt requested, postage prepaid, addressed to it at the address set forth in Section 4.5 hereof. Such mailing shall be
deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.


 


4.2.             
Entire Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the subject
matter hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed
by the party to the charged. It may be executed in several original or facsimile counterparts, each one of which shall constitute
an original, and together shall constitute but one instrument


 


4.3.             
Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation thereof.


 


4.4.             
Binding Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and
their legal representatives, successors and assigns.


 






    	 



    	 	



    
 


4.5.             
Notices. Any notice or other communication required or which may be given hereunder shall be in writing and either
be delivered personally or be mailed, certified or registered mail, or by private national courier service, return receipt requested,
postage prepaid, and shall be deemed given when so delivered personally or, if mailed, two days after the date of mailing, as follows:


 


If to the Company, to:


 


Universal Business Payment Solutions Acquisition Corporation


c/o UBPS Services, LLC


Radnor Financial Center


150 North Radnor-Chester Road, Suite F-200


Radnor, Pennsylvania 19087


Attn: Bipin C. Shah


 


If to a Stockholder, to the address set forth in Exhibit
A.


 


and if to the Escrow Agent, to:


 


Continental Stock Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn: Chairman


 


A copy of any notice sent hereunder shall be sent to:


 


Dechert LLP


2929 Arch Street


Philadelphia, PA 19104


Attn: James A. Lebovitz


 


and:


 


EarlyBirdCapital, Inc.


275 Madison Avenue


27th Floor


New York, NY 10016


Attn: Steve Levine


 


The parties may change the persons and addresses
to which the notices or other communications are to be sent by giving written notice to any such change in the manner provided
herein for giving notice.


 






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WITNESS the execution of this Agreement as
of the date first above written.


 


	 	
        UNIVERSAL BUSINESS PAYMENT

         

        SOLUTIONS ACQUISITION CORPORATION

         

	 	By:	/s/ Bipin C.
    Shah
	 	 	Name: Bipin C. Shah
	 	 	Title: Chief Executive Officer
	 	 	 
	 	INITIAL STOCKHOLDER:
	 	 
	 	By:	/s/ Ira Lubert
	 	 	Name: Ira Lubert
	 	 	 
	 	CONTINENTAL STOCK TRANSFER &
	 	TRUST COMPANY
	 	 
	 	By:	/s/ John W. Comer, Jr.
	 	 	Name: John W. Comer, Jr.
	 	 	Title:
	 	 	 


The undersigned hereby consents to the terms
and conditions of this Agreement as required pursuant to section 6.2 of the Escrow Agreement.


 


EARLYBIRDCAPITAL,INC.


 


By: /s/ Steven Levine                  


 


Name: Steven Levine                  


 


Title: President                             


 






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EXHIBIT A


 


 


 


Name and Address of

Initial Stockholder


 


Ira Lubert


 


2929 Arch St., 13th Floor, Philadelphia, PA 19104


 






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