ADVISORY AGREEMENT


 


This Advisory Agreement (this “Agreement”)
is made and entered into as of December 28, 2012 by and among AD Computer Corporation, a Pennsylvania corporation (the “Company,”
and together with all of the direct and indirect subsidiaries of the Company, the “Company Group”), and Universal
Business Payment Solutions Acquisition Corporation, a Delaware Corporation (“Advisor”).


 


WHEREAS, pursuant to the Agreement and Plan
of Merger (the “Merger Agreement”), dated as of the date hereof, by and among the Advisor, ADC Merger
Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, the Company Group, Carol and C. Nicholas Antich as joint
tenants, C. Nicholas Antich, Carol Antich, Eric Antich, Lynn McCausland, the B N McCausland Trust and Joel E. Serfass, and C. Nicholas
Antich as representative of the stockholders.;


 


WHEREAS, the Company, on behalf of the Company
Group, desires to retain Advisor and Advisor desires to perform for the Company and/or the Company Group certain services.


 


NOW, THEREFORE, in consideration of the premises
and the mutual covenants contained herein and intending to be legally bound hereby, and for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto, effective as of the closing of the transactions contemplated
by the Purchase Agreement (the “Effective Time”) and without any further action required by any party hereto,
hereby agree as follows:


 


1.Term. This Agreement
shall be in effect for an initial term of ten (10) years commencing at the Effective Time (the “Term”), and
shall be automatically extended thereafter on a year to year basis unless the Company or Advisor provides written notice of its
desire to terminate this Agreement to the other party ninety (90) days prior to the expiration of the Term or any extension thereof.


 


2.Services. Advisor
shall perform or cause to be performed such services for the Company and/or members of the Company Group as directed by the Company’s
board of directors, which may include, without limitation, the following:


 


(a)support and analysis of
financing alternatives, including, without limitation, in connection with acquisitions, capital expenditures and refinancing of
existing indebtedness;


 


(b)finance functions, including
assistance in the preparation of financial projections, and monitoring of compliance with financing agreements;


 






    	 



    	 



    
 


 


(c)human resource functions,
including searching for and hiring executives; and


 


(d)other services for the Company
or its subsidiaries upon which the Company’s board of directors and Advisor agree.


 


3.Advisory Fees.


 


(a)Annual Fee. Subject to the terms and conditions
herein, payment for services rendered by Advisor and/or its affiliates pursuant to this Agreement (all such fees, the “Management
Fees”) will equal $90,000 per quarter. The Management Fees shall be payable to Advisor or its designee by the Company
in advance on first business day of each quarter.


 


(b)Payment; Subordination.


 


(i)Any fees or expenses
payable to Advisor or its designees pursuant to this Section 3 shall be paid by wire transfer to an account designated in writing
by Advisor. Notwithstanding anything to the contrary in this Section 3, the Company shall not be required to pay the fees under
Section 3(a) and Section 3(b) hereof if and to the extent such payment is expressly prohibited by (x) the Loan and Security Agreement,
dated as of the date hereof, by and among the Company, Payroll Tax Filing Services, Inc., a Pennsylvania corporation, Advisor,
as guarantor, and Metro Bank (the “Credit Facility”), in each case, so long as it
has not been terminated and remains in full force and effect and Advisor shall promptly turnover and return any such payment received
in violation of the Credit Facility to the Company. Any payments otherwise owed hereunder which are not made due to the prohibition
in this Section 3(b) shall not be cancelled but rather accrue and bear interest at the Base Rate under and as defined in the Credit
Facility, and shall be payable by the Company promptly when, and to the extent, that the Company and the other members of the Company
Group are no longer prohibited from making such payments by the Credit Facility.


 


(ii)No provision
of  this Section 3 may be amended or otherwise modified without the prior written consent of the requisite holders of indebtedness
evidenced by the Credit Facility.


 


4.Personnel. Advisor
shall provide and devote to the performance of this Agreement such partners, employees and agents of Advisor as Advisor shall deem
appropriate to the furnishing of the services required.


 


5.Liability. Neither
Advisor nor any other Indemnitee (as defined in Section 6 below) shall be liable to the Company or any of its subsidiaries or affiliates
for any loss, liability, damage or expense arising out of or in connection with the performance of services contemplated by this
Agreement, unless such loss, liability, damage or expense shall be proven to result directly from gross negligence, willful misconduct,
breach of fiduciary duty (it being understood Advisor disclaims any fiduciary duties to the Company) or bad faith on the part of
an Indemnitee acting within the scope of such person’s employment or authority. Advisor makes no representations or warranties,
express or implied, in respect of the services to be provided by Advisor or any of the other Indemnitees. Except as Advisor may
otherwise agree in writing after the date hereof: (i) Advisor shall have the right to, and shall have no duty (contractual
or otherwise) not to, directly or indirectly: (A) engage in the same or similar business activities or lines of business as
the Company or any of its subsidiaries, including those competing with the Company or any of its subsidiaries and (B) do business
with any client or customer of the Company or any of its subsidiaries; (ii) neither Advisor nor any officer, director, employee,
partner, affiliate or associated entity thereof shall be liable to the Company or any of its subsidiaries or affiliates for breach
of any duty (contractual or otherwise) by reason of any such activities of such person or of such person’s participation
therein; and (iii) in the event that Advisor acquires knowledge of a potential transaction or matter that may be a corporate
opportunity for the Company or any of its subsidiaries, on the one hand, and Advisor, on the other hand, or any other person, Advisor
shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its
subsidiaries and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company Group or
any of their affiliates for breach of any duty (contractual or otherwise) by reason of the fact that Advisor directly or indirectly
pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity
to the Company Group. In no event will any of the parties hereto be liable to any other party hereto for any indirect, special,
incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or in respect
of any liabilities relating to any third party claims (whether based in contract, tort or otherwise) other than the Claims (as
defined in Section 6 below) relating to the services to be provided by Advisor hereunder.


 


 






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6.Indemnity. Each member
of the Company Group shall defend, indemnify and hold harmless each of Advisor, its affiliates, members, partners, employees and
agents (collectively, the “Indemnitees”) from and against any and all loss, liability, damage or expenses arising
from any claim by any person with respect to, or in any way related to, the performance of services contemplated by this Agreement
(including attorneys’ fees) (collectively, “Claims”) resulting from any act or omission of any of the
Indemnitees, other than for Claims which shall be proven to be the direct result of gross negligence, bad faith, breach of fiduciary
duty (it being understood Advisor disclaims any fiduciary duties to the Company) or willful misconduct by an Indemnitee. Each of
the Company and its subsidiaries shall defend at its own cost and expense any and all suits or actions (just or unjust) which may
be brought against the Company, any of its subsidiaries or any of the Indemnitees or in which any of the Indemnitees may be impleaded
with others upon any Claims, or upon any matter, directly or indirectly, related to or arising out of this Agreement or the performance
hereof by any of the Indemnitees, except that if such damage shall be proven to be the direct result of gross negligence, bad faith,
breach of fiduciary duty or willful misconduct by an Indemnitee, then Advisor shall reimburse the Company and its subsidiaries
for the costs of defense and other costs incurred by the Company and its subsidiaries to the extent due to such gross negligence,
bad faith, breach of fiduciary duty or willful misconduct by an Indemnitee.


 






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7.Notices. All notices
hereunder shall be in writing and shall be delivered personally or mailed by United States mail, postage prepaid, addressed to
the parties as follows:


 


To the Company or the Company Group:


 


AD Computer Corporation


3939 West Drive


Center Valley, PA 18034


Attention: C. Nicholas Antich


 


To Advisor:


 


Universal Business Payment Solutions Corporation

Radnor Financial Center

150 North Radnor-Chester Road, Suite F-200

Radnor, PA 19087

Attn: Bipin C. Shah


 


with a copy to:


 


Dechert LLP


Cira Centre


2929 Arch Street


Philadelphia, PA 19104


Attention: James A. Lebovitz


 


8.Assignment. Neither
the Company nor any member of the Company Group may assign any obligations hereunder to any other party without the prior written
consent of Advisor (which consent shall not be unreasonably withheld).


 


9.Successors. This Agreement
and all the obligations and benefits hereunder shall inure to the successors and assigns of the parties.


 


10.Counterparts. This
Agreement may be executed and delivered by each party hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original and all of which taken together shall constitute but one and the same agreement.


 


11.Entire Agreement; Modification;
Governing Law. The terms and conditions hereof constitute the entire agreement between the parties hereto with respect to the
subject matter of this Agreement and supersede all previous communications, either oral or written, representations or warranties
of any kind whatsoever, except as expressly set forth herein. No modifications of this Agreement nor waiver of the terms or conditions
thereof shall be binding upon either party unless approved in writing by an authorized representative of such party. All issues
concerning this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that
would cause the application of the law of any jurisdiction other than the State of New York.


 






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12.Effective Time. This
Agreement shall be effective as of the Effective Time without further action required on the part of any party hereto. If the Effective
Time does not occur and the Purchase Agreement is terminated, this Agreement shall have no force or effect and shall be deemed
void ab initio.


 


13.Basis for Fees; Expenses.
The parties hereto acknowledge and agree that the fees payable under this Agreement reflect Advisor's significant overhead costs,
and, in the case of Transaction Fees, are success-based fees that are contingent on completed transactions. The parties hereto
further agree that the fees payable hereunder are not based on hourly or per diem rates and Advisor shall not be required to account
for its services on an hourly, per diem or similar basis. The Company agrees that, in addition to the fees payable under this Agreement,
it shall reimburse Advisor and its affiliates for their reasonable out-of-pocket expenses (excluding normal overhead costs) incurred
in performing the services contemplated by this Agreement.


 


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IN WITNESS WHEREOF, the parties have executed
this Advisory Agreement as of the date first written above.


 


 


	 	UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION
	 	 
	 	By: 	/s/ Bipin C. Shah
	 	 	Name: Bipin C. Shah
Title: CEO and Secretary









	 	AD COMPUTER CORPORATION 
	 	 
	 	By: 	/s/ C. Nicholos Antich
	 	 	Name: C. Nicholos Antich
Title: President 



 


 





[Signature page to Advisory Agreement]