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**PROMISSORY NOTE**

 

FOR VALUE RECEIVED, Universal Business PaymentSolutions 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 Seven Thousand Five Hundred Dollarsand No Cents ($37,500.00) 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 onwhich Maker consummates an initial business combination.

 

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

 

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

 

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

 

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

 

(b)          VoluntaryBankruptcy, Etc. The commencement by Maker of a voluntary case under Title 11, United States Bankruptcy Code of 1978, as nowconstituted 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 possessionby a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantialpart of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally topay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

 

(c)          InvoluntaryBankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Makerin an involuntary case under the Federal Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or statebankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (orsimilar 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 Noteto be due and payable, whereupon the principal amount of this Note, and all other amounts payable hereunder, shall become immediatelydue and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anythingcontained herein or in the documents evidencing the same to the contrary notwithstanding.

 

(b)          Uponthe occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of, and all other sumspayable with regard to, this Note shall automatically and immediately become due and payable, in all cases without any action onthe 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 toa judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in partin any order desired by Payee.

 

 

7.          UnconditionalLiability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default or enforcementof the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any otherparty, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted orconsented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be grantedby Payee with respect to the payment or other provisions of this Note, and agree that additional makers, endorsers, guarantorsor 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 freelyassign 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 eitherparty hereunder shall be in writing and shall be deemed given only if delivered to such party personally (including by recognizedovernight courier), or sent to such party by facsimile transmission (promptly followed by a hard-copy delivered in accordance withthis Section 9), or by registered or certified mail (return receipt requested), with postage and registration or certificationfees thereon prepaid, addressed to the party at its address set forth below:

 

If to Maker:

 

Universal Business Payment Solutions AcquisitionCorporation

 

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 specifiedin a notice duly given to the other party as provided herein. Such notice, request, demand, waiver, consent, approval or othercommunication 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 aninstrument 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, beineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and anysuch prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any otherjurisdiction.

 

 

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

 

 

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