THIS NOTE HAS NOT BEEN REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OF THE SECURITIES OR “BLUE SKY”
LAWS OF ANY JURISDICTION AND, ACCORDINGLY, MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IF REGISTERED PURSUANT TO
THE PROVISIONS OF THE SECURITIES ACT OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE, EXCEPT UNDER CIRCUMSTANCES WHERE NEITHER
SUCH REGISTRATION NOR SUCH AN EXEMPTION IS REQUIRED BY LAW. NOTWITHSTANDING THE ABOVE, NO TRANSFER MAY BE MADE IN ANY JURISDICTION
EXCEPT IN COMPLIANCE WITH APPLICABLE LAWS IN SUCH JURISDICTION.


 


PROMISSORY NOTE 


 


$9,000,000Dated: December 28,
2012


 


WHEREAS, AD Computer Corporation (“Lender”)
is a borrower and party to that certain Loan and Security Agreement, dated as of December 28, 2012, by and among Lender, Payroll
Tax Filing Services, Inc., each other Person joined hereto as a borrower from time to time, Universal Business Payment Solutions
Acquisition Corporation (“Borrower”), and Metro Bank.


 


WHEREAS, Lender desires to make a
loan to Borrower in the original principal amount of NINE MILLION DOLLARS ($9,000,000);


 


NOW THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Borrower and, by its acceptance hereof, Lender hereby agree as follows:


 


The terms, provisions and obligations set
forth in the Original Promissory Note are hereby amended and restated in their entirety to read as follows:


 


FOR VALUE Borrower,
HEREBY PROMISES TO PAY to the order of LENDER the principal amount of $9,000,000 in full upon notice from the Lender to the Borrower.


 


		I.	PAYMENT TERMS



 


The Borrower promises
to pay interest on the unpaid principal amount hereof on the day on which the principal amount is paid in full, at an interest
rate equal to the short-term Applicable Federal Rate as required by Section 7872(f)(2)(B) of the Internal Revenue Code, compounded
semiannually; provided, however, that any overdue amount of principal, interest or other amounts payable hereunder
shall bear interest, payable on demand, at the same such interest rate as described above. Interest shall accrue from the date
hereof until the date of payment in full of the principal amount hereof and all interest and other amounts payable hereunder (to
the extent permitted by applicable law) and shall be computed on the basis of a 360-day year of twelve 30-day months. Interest
is to be paid in cash.


 






    	 



    	 



    
 


		II.	REPAYMENT TERMS



 


This Promissory Note shall be prepayable
at any time without penalty. The full balance of this Promissory Note and all accrued interest thereunder shall be due and payable
on December 28, 2020.


 


		III.
	OPTIONAL PAYMENTS



 


This Promissory Note
is prepayable by the Borrower at any time in whole or in part without any premium or penalty. The amount of any such optional payment
shall be applied first to accrued but unpaid interest outstanding under this Agreement and then to principal.


 


		IV.	GENERAL



 


This Agreement embodies
the entire agreement between the Borrower and Lender. Any amendments to this Agreement must be executed by all parties hereto.


 


The Agreement may not
be transferred, sold, assigned, pledged, or otherwise encumbered or disposed of, and no lien, charge or other encumbrance may be
created or permitted to be created thereon without the prior written consent of Lender.


 


The Borrower expressly
waives presentment, demand, protest or any notice of any kind whatsoever. No delay or omission by the Lender in exercising any
of its rights hereunder or otherwise shall operate as a waiver of any such right or of any other right of the Lender, nor shall
any waiver by the Lender of any such right on one occasion be deemed a bar to or waiver of such right or any other right on any
other occasion.


 


This Agreement shall
be deemed to have been made under, and shall be governed by, and construed in accordance with, the laws of the State of New York.


 


 


 


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IN WITNESS WHEREOF
the parties have executed and delivered this Agreement on the date first written above.


 


UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION


 


Borrower


 


By: /s/ Peter Davidson                                    


Name: Peter Davidson


Title: Chief Administrative Officer


 


 


 


AD COMPUTER CORPORATION


Lender


 


By: /s/ C. Nicholos Antich                                          


Name: C. Nicholos Antich


Title: President 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature Page to Promissory Note]