PROMISSORY NOTE


 


	$35,000.00	As of August 16, 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 Thirty Five Thousand Dollars and No Cents
($35,000.00) 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