Unassociated Document


    


    THE
SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
EXCEPT (I) IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR (II)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, IN EACH CASE IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS, AND, IN THE CASE OF A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT, ONLY IF
UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION (THE “COMPANY”) HAS
RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY REGARDING
THE AVAILABILITY OF SUCH EXEMPTION UNDER THE ACT AND SUCH OTHER APPLICABLE
LAWS.

     

    THE
REGISTERED HOLDER OF THIS PURCHASE OPTION (THE “PURCHASE OPTION”) BY
ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS
PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS
PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR
HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF ONE YEAR FOLLOWING THE
EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) EARLYBIRDCAPITAL, INC.
(“EBC”) OR ANY
OTHER UNDERWRITER OR SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A
BONA FIDE OFFICER OR PARTNER OF EBC OR OF ANY SUCH UNDERWRITER OR SELECTED
DEALER.

     

    THIS
PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY THE
COMPANY OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, STOCK
PURCHASE OR OTHER SIMILAR BUSINESS COMBINATION (A “BUSINESS
COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION
STATEMENT (DEFINED HEREIN)) AND ____________________, 2012 [one year after
effective date]. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME,
____________________, 2016 [five years after effective date].


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    UNIT PURCHASE
OPTION

     

    FOR THE PURCHASE
OF

     

    UNITS

     

    OF

     

    UNIVERSAL BUSINESS PAYMENT
SOLUTIONS ACQUISITION CORPORATION

     

    
      	
              1.

            	
              PURCHASE
      OPTION.

            


    

     

    THIS
CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of
EarlyBirdCapital, Inc. (the “Holder”), as
registered owner of this Purchase Option, to the Company, Holder is entitled, at
any time or from time to time upon the later of the consummation of a Business
Combination and __________________, 2012 (the “Commencement Date”),
and at or before 5:00 p.m., New York City local time, _____________________,
2016 

      or, if
such date is a day on which banking institutions are authorized by law to close,
then the next succeeding day which is not such day (the “Expiration Date”),
but not thereafter, to subscribe for, purchase and receive, in whole or in part,
up to 600,000 units (the “Units”) of the
Company, each Unit consisting of one share of common stock of the Company, par
value $0.001 per share (the “Common Stock”), and
one warrant (each, a “Warrant”) expiring
five years from _____________________, 2011, which was the effective date (the
“Effective
Date”) of the registration statement on Form S-1 of the Company
(Registration No. 333-171359) (the “Registration
Statement”) pursuant to which units (each comprised of one share of
Common Stock and one warrant to purchase a share of Common Stock) (the “Public Units”) are
offered for sale to the public (the “Offering”). Each
Warrant is the same as the warrants included in the Public Units being
registered for sale to the public by way of the Registration Statement (the
“Public
Warrants”). Prior to the Expiration Date, the Company agrees not to
take any action that would terminate the Purchase Option. This Purchase Option
is initially exercisable at $6.60 per Unit so purchased; provided, however, that
upon the occurrence of any of the events specified in Section 6 hereof, the
rights granted by this Purchase Option, including the exercise price per Unit
and the number of Units (and shares of Common Stock and Warrants) to be received
upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall
mean the initial exercise price of $6.60, subject to adjustment, or the adjusted
exercise price, depending on the context.

    

     

    
      	
              2.

            	
              EXERCISE.

            


    

     

    2.1
         EXERCISE
FORM.  In order to exercise this Purchase Option, the exercise form
attached hereto must be duly executed and completed and delivered to the
Company, together with this Purchase Option and payment of the Exercise Price
for the Units being purchased payable in cash or by certified check or official
bank check.  If the subscription rights represented hereby shall not
be exercised at or before 5:00 p.m., New York City local time, on the Expiration
Date this Purchase Option shall become and be void without further force or
effect, and all rights represented hereby shall cease and
expire.


    
      
         


      

      
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    2.2          LEGEND.  Each
certificate for the securities issuable upon exercise of this Purchase Option
shall bear a legend as follows unless such securities have been registered under
the Securities Act of 1933, as amended (the “Act”):

     

    “The
securities represented hereby may not be offered, sold or otherwise transferred
except (I) in a transaction exempt from, or not subject to, the registration
requirements of the Securities Act of 1933, as amended (the “Act”), or (II)
pursuant to an effective registration statement under the Act, in each case in
accordance with all applicable securities laws, and, in the case of a
transaction exempt from the registration requirements of the Act, only if
Universal Business Payment Solutions Acquisition Corporation (the “Company”) has
received an opinion of counsel reasonably satisfactory to the Company regarding
the availability of such exemption under the Act and such other applicable laws.
The registered holder of the securities represented herein agrees that it will
not sell, transfer or assign the securities except as herein provided and the
registered holder of the securities agrees that it will not sell, transfer,
assign, pledge or hypothecate the securities for a period of one year following
the effective date (defined below) to anyone other than (i) EarlyBirdCapital,
Inc. (“EBC”) or
any other underwriter or selected dealer in connection with the offering or (ii)
a bona fide officer or partner of EBC or any such underwriter or selected dealer
of these.”

     

    2.3          CASHLESS
EXERCISE.

     

    2.3.1     DETERMINATION
OF AMOUNT. In lieu of the payment of the Exercise Price multiplied by the number
of Units for which this Purchase Option is exercisable (and in lieu of being
entitled to receive Common Stock and Warrants) in the manner required by Section
2.1, the Holder shall have the right (but not the obligation) to convert any
exercisable but unexercised portion of this Purchase Option into Units (the
“Cashless Exercise
Right”) as follows: upon exercise of the Cashless Exercise Right, the
Company shall deliver to the Holder (without payment by the Holder of any of the
Exercise Price in cash) that number of Units (or that number of shares of Common
Stock and Warrants comprising that number of Units) equal to the quotient
obtained by dividing (x) the Value (as defined below) of the portion of the
Purchase Option being converted by (y) the Fair Market Value (as defined
below) per Unit. The “Value” of the portion
of the Purchase Option being converted shall equal the remainder derived from
subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units
underlying the portion of this Purchase Option being converted from (b) (i)
the Fair Market Value of a Unit multiplied by (ii) the number of Units
underlying the portion of the Purchase Option being converted. As used herein,
the term “Fair Market
Value” per Unit at any date means: (A) in the event that neither the
Public Units nor Public Warrants are still trading, the remainder derived from
subtracting (x) (i) the exercise price of the Warrants multiplied by (ii) the
number of shares of Common Stock issuable upon exercise of the Warrants
underlying one Unit from (y) (i) the Fair Market Price (as defined below)
of the Common Stock multiplied by (ii) the number of shares of Common Stock
underlying one Unit, which shall include the shares of Common Stock underlying
the Warrants included in such Unit; (B) in the event that the Public Units,
Common Stock and Public Warrants are still trading, (i) if the Public Units are
listed on a national securities exchange or quoted on the Financial Industry
Regulatory Authority (“FINRA”) OTC Bulletin
Board (or successor exchange), the average reported last sale price of the
Public Units in the principal trading market for the Public Units as reported by
the exchange or FINRA, as the case may be, for the five trading days ending on
the third trading day prior to the date of exercise; or (ii) if the Public Units
are not listed on a national securities exchange or quoted on the FINRA OTC
Bulletin Board (or successor exchange), but are traded in the residual
over-the-counter market, the average reported last sale price for
Public Units for the five trading days ending on the third trading day prior to
the date of exercise for which such quotations are reported by the Pink Sheets
LLC or similar publisher of such quotations; and (C) in the event that the
Public Units are not still trading but the Common Stock and Public Warrants
underlying the Public Units are still trading, the Fair Market Price of the
Common Stock plus the product of (x) the Fair Market Price of the Public
Warrants and (y) the number of shares of Common Stock underlying the Warrants
included in one Unit. The “Fair Market Price”
shall mean the average reported last sale price of the shares of Common Stock on
a national securities exchange or quoted on the FINRA OTC Bulletin Board
(or successor exchange) or as reported by the Pink Sheets LLC for the residual
over-the-counter market for the five trading days ending on the third trading
day prior to the date of exercise and (ii) if the
fair market value of the Common Stock cannot be determined pursuant to clause
(i) above, such price as the Board of Directors of the Company shall
determine, in good faith. In the event the Public Warrants have expired and are
no longer exercisable, no Value shall be attributed to the Warrants underlying
this Purchase Option.


    
      
         


      

      
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    2.3.2      MECHANICS
OF CASHLESS EXERCISE. The Cashless Exercise Right may be exercised by the Holder
on any business day on or after the Commencement Date and not later than the
Expiration Date by delivering the Purchase Option with the duly executed
exercise form attached hereto with the cashless exercise section completed to
the Company, exercising the Cashless Exercise Right and specifying the total
number of Units the Holder will purchase pursuant to such Cashless Exercise
Right.

     

    2.4           NO
OBLIGATION TO NET-CASH SETTLE.  Notwithstanding anything to the
contrary contained in this Purchase Option, in no event will the Company be
obligated to pay the registered Holder of the Purchase Option any cash or
otherwise “net-cash settle” the exercise of the Purchase Option or the Warrants
underlying the Purchase Option. The holder of the Purchase Option and the
Warrants underlying the Purchase Option will not be entitled to exercise the
Purchase Option or the Warrants underlying such Purchase Option unless a
registration statement is effective, or an exemption from the registration
requirements under the Act is available at such time and, if the holder is not
able to exercise the Purchase Option or underlying Warrants, the Purchase Option
and/or the underlying Warrants, as applicable, will expire
worthless.


    
      
         


      

      
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              3.

            	
              TRANSFER.

            


    

     

    3.1           GENERAL
RESTRICTIONS.  The registered Holder of this Purchase Option, by its
acceptance hereof, agrees that it will not sell, transfer, assign, pledge or
hypothecate this Purchase Option, or cause it to be the subject of any hedging,
short sale, derivative, put, or call transaction that would result in the
effective economic disposition of the securities, for a period of one year
following the Effective Date to anyone other than (i) an underwriter or a
selected dealer in connection with the Offering, or (ii) a bona fide officer or
partner of EBC or of any such underwriter or selected dealer. On and after the
first anniversary of the Effective Date, transfers to others may be made subject
to compliance with, or exemptions from, applicable securities laws. In order to
make any permitted assignment, the Holder must deliver to the Company the
assignment form attached hereto duly executed and completed, together with the
Purchase Option and payment of all transfer taxes, if any, payable in connection
therewith. The Company shall within five business days transfer this Purchase
Option on the books of the Company and shall execute and deliver a new Purchase
Option or Purchase Options of like tenor to the appropriate assignee(s)
expressly evidencing the right to purchase the aggregate number of Units
purchasable hereunder or such portion of such number as shall be contemplated by
any such assignment.

     

    3.2           RESTRICTIONS
IMPOSED BY THE ACT.  This Purchase Option and the securities issuable
upon exercise of this Purchase Option shall not be transferred unless and until
(i) the Company has received the opinion of counsel for the Holder that the
securities may be transferred pursuant to an exemption from registration under
the Act and applicable state securities laws, the availability of which is
established to the reasonable satisfaction of the Company (the Company hereby
agreeing that the opinion of Dechert LLP or Greenberg Traurig, LLP shall be
deemed satisfactory evidence of the availability of an exemption), or (ii) a
registration statement or a post-effective amendment to the Registration
Statement relating to such securities has been filed by the Company and declared
effective by the Securities and Exchange Commission (the “Commission”), a
current prospectus relating to such securities is available for delivery and
compliance with applicable state securities law has been
established.

     

    
      	
              4.

            	
              NEW
      PURCHASE OPTIONS TO BE ISSUED.

            


    

     

    4.1           PARTIAL
EXERCISE OR TRANSFER.  Subject to the restrictions in Section 3
hereof, this Purchase Option may be exercised or assigned in whole or in part.
In the event of the exercise or assignment hereof in part only, upon surrender
of this Purchase Option for cancellation, together with the duly executed
exercise or assignment form and funds sufficient to pay any Exercise Price
and/or transfer tax, the Company shall cause to be delivered to the Holder
without charge a new Purchase Option of like tenor to this Purchase Option in
the name of the Holder evidencing the right of the Holder to purchase the number
of Units purchasable hereunder as to which this Purchase Option has not been
exercised or assigned.

     

    4.2           LOST
CERTIFICATE.  Upon receipt by the Company of evidence of the loss,
theft, destruction or mutilation of this Purchase Option and of reasonably
satisfactory indemnification or the posting of a bond, the Company shall execute
and deliver a new Purchase Option of like tenor and date. Any such new Purchase
Option executed and delivered as a result of such loss, theft, mutilation or
destruction shall constitute a substitute contractual obligation on the part of
the Company.


    
      
         


      

      
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              5.

            	
              REGISTRATION
      RIGHTS.

            


    

     

    5.1           DEMAND
REGISTRATION.

     

    5.1.1     GRANT
OF RIGHT.  The Company, upon written demand (the “Initial Demand
Notice”) of the Holder(s) of at least a majority of the Registrable
Securities (as defined herein) (the “Majority Holders”),
agrees to use its reasonable best efforts to register (the “Demand Registration”)
under the Act on one occasion (and not more than one occasion), all or any
portion of the Registrable Securities requested by the Majority Holders in the
Initial Demand Notice. On such occasion, the Company will use its reasonable
best efforts to file a registration statement or a post-effective amendment
to the Registration Statement covering the Registrable Securities within sixty
days after receipt of the Initial Demand Notice and use its reasonable best
efforts to have such registration statement or post-effective amendment declared
effective as soon as possible thereafter. The demand for registration may be
made at any time during a period of five years beginning on the Effective Date.
The Initial Demand Notice shall specify the number of Registrable Securities
proposed to be sold and the intended method(s) of distribution thereof. The
Company will notify all holders of the Purchase Options and/or Registrable
Securities of the demand within ten days from the date of the receipt of any
such Initial Demand Notice. Each holder of Registrable Securities who wishes to
include all or a portion of such holder’s Registrable Securities in the Demand
Registration (each such holder, a “Demanding Holder”)
shall so notify the Company within fifteen (15) days after the receipt by the
holder of the notice from the Company. Upon any such request, the Demanding
Holders shall be entitled to have their Registrable Securities included in the
Demand Registration, subject to Section 5.1.4.

     

    5.1.2     EFFECTIVE
REGISTRATION.  A registration will not count as a Demand Registration
until the registration statement filed with the Commission with respect to such
Demand Registration has been declared effective and the Company has complied
with all of its obligations under this Agreement with respect thereto; provided,
however, that if, after such registration statement has been declared effective,
the offering of Registrable Securities pursuant to a Demand Registration is
interrupted by any stop order or injunction of the Commission or any other
governmental agency or court, the registration statement with respect to such
Demand Registration will be deemed not to have been declared effective, unless
and until, (i) such stop order or injunction is removed, rescinded or otherwise
terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter
elect to continue the offering.

     

    5.1.3     UNDERWRITTEN
OFFERING.  If the Majority Holders so elect and such holders so advise
the Company as part of the Initial Demand Notice, the offering of such
Registrable Securities pursuant to such Demand Registration shall be in the form
of an underwritten offering. In such event, the right of any holder to include
its Registrable Securities in such registration shall be conditioned upon such
holder’s participation in such underwriting and the inclusion of such holder’s
Registrable Securities in the underwriting to the extent provided herein. All
Demanding Holders proposing to distribute their securities through such
underwriting shall enter into an underwriting agreement in customary form with
the underwriter or underwriters selected for such underwriting by the Majority
Holders.


    
      
         


      

      
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    5.1.4     REDUCTION
OF OFFERING.  If the managing underwriter or underwriters for a Demand
Registration that is to be an underwritten offering advises the Company and the
Demanding Holders in writing that the dollar amount or number of Registrable
Securities which the Demanding Holders desire to sell, taken together with all
other shares of Common Stock or other securities which the Company desires to
sell and the shares of Common Stock, if any, as to which registration has been
requested pursuant to written contractual Piggy-Back Registration (as defined
below) rights held by other stockholders of the Company who desire to sell,
exceeds the maximum dollar amount or maximum number of shares that can be sold
in such offering without adversely affecting the proposed offering price, the
timing, the distribution method, or the probability of success of such offering
(such maximum dollar amount or maximum number of shares, as applicable, the
“Maximum Number of
Shares”), then the Company shall include in such registration: (i) first,
the Registrable Securities as to which Demand Registration has been requested by
the Demanding Holders (pro rata in accordance with the number of shares that
each such Person has requested be included in such registration, regardless of
the number of shares held by each such Person (such proportion is referred to
herein as “Pro
Rata”)) that can be sold without exceeding the Maximum Number of Shares;
(ii) second, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clause (i), the shares of Common Stock or other
securities that the Company desires to sell that can be sold without exceeding
the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number
of Shares has not been reached under the foregoing clauses (i) and (ii), the
shares of Common Stock or other registrable securities pursuant to the terms of
the registration rights agreement between the Company and the initial investors
in the Company, dated as of ______________, 2011 (the “Registration Rights
Agreement” and such registrable securities pursuant to the terms thereof,
the “Investor
Securities”) as to which “piggy-back” registration has been requested by
the holders thereof, Pro Rata, that can be sold without exceeding the Maximum
Number of Shares; and (iv) fourth, to the extent that the Maximum Number of
Shares have not been reached under the foregoing clauses (i), (ii), and (iii),
the shares of Common Stock or other securities for the account of other persons
that the Company is obligated to register pursuant to written contractual
arrangements with such persons and that can be sold without exceeding the
Maximum Number of Shares.

     

    5.1.5     WITHDRAWAL.  If
a majority-in-interest of the Demanding Holders disapprove of the terms of any
underwriting or are not entitled to include all of their Registrable Securities
in any offering, such majority-in-interest of the Demanding Holders may elect to
withdraw from such offering by giving written notice to the Company and the
underwriter or underwriters of their request to withdraw prior to the
effectiveness of the registration statement filed with the Commission with
respect to such Demand Registration. If the majority-in-interest of the
Demanding Holders withdraws from a proposed offering relating to a Demand
Registration, then the Company does not have to continue its obligations under
Section 5.1 with respect to such proposed offering.

     

    5.1.6     TERMS.  The
Company shall bear all fees and expenses attendant to registering the
Registrable Securities, including the reasonable expenses of one legal counsel
selected by the Majority Holders to represent them in connection with the sale
of the Registrable Securities, but the holders
participating in the registration shall pay any and all underwriting
commissions. The Company agrees to use its reasonable best efforts to
qualify or register the Registrable Securities in such states as are reasonably
requested by the Majority Holder(s); provided, however, that in no event shall
the Company be required to register the Registrable Securities in a state in
which such registration would cause (i) the Company to be obligated to qualify
to do business in such state, or would subject the Company to taxation as a
foreign corporation doing business in such jurisdiction or (ii) the principal
stockholders of the Company to be obligated to escrow their shares of capital
stock of the Company. The Company shall use its reasonable best efforts to
cause any registration statement or post-effective amendment filed pursuant to
the demand rights granted under Section 5.1.1 to remain effective until nine
months from the effective date of such registration statement or
post-effective amendment.


    
      
         


      

      
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    5.2           PIGGY-BACK
REGISTRATION.

     

    5.2.1     PIGGY-BACK
RIGHTS.  If at any time during the five (5) year period commencing on
the Effective Date the Company proposes to file a registration statement under
the Act with respect to an offering of equity securities, or securities or other
obligations exercisable or exchangeable for, or convertible into, equity
securities, by the Company for its own account or for stockholders of the
Company for their account (or by the Company and by stockholders of the Company
including, without limitation, pursuant to Section 5.1), other than a
registration statement (i) filed in connection with any employee stock
option or other benefit plan, (ii) for an exchange offer or offering of
securities solely to the Company’s existing securityholders, (iii) for an
offering of debt that is convertible into equity securities of the Company (iv)
for a dividend reinvestment plan or (v) solely in connection with a merger,
consolidation or non-capital raising bona fide business transaction, then the
Company shall (x) give written notice of such proposed filing to the holders of
Registrable Securities as soon as practicable but in no event less than ten (10)
days before the anticipated filing date, which notice shall describe the amount
and type of securities to be included in such offering, the intended method(s)
of distribution and the name of proposed managing underwriter or underwriters,
if any, of the offering and (y) offer to the holders of Registrable Securities
(as defined in Section 5.3.6) in such notice the opportunity to register the
sale of such number of Registrable Securities as such holders may request in
writing within five (5) days following receipt of such notice (a “Piggy-Back
Registration”). Subject to Section 5.2.2, the Company shall cause such
Registrable Securities to be included in such registration and shall use its
reasonable best efforts to cause the managing underwriter or underwriters
of a proposed underwritten offering to permit the Registrable Securities
requested to be included in a Piggy-Back Registration on the same terms and
conditions as any similar securities of the Company and to permit the sale or
other disposition of such Registrable Securities in accordance with the intended
method(s) of distribution thereof. All holders of Registrable Securities
proposing to distribute their securities through a Piggy-Back Registration that
involves an underwriter or underwriters shall enter into an underwriting
agreement in customary form with the underwriter or underwriters selected for
such Piggy-Back Registration.

     

    5.2.2     REDUCTION
OF OFFERING.  If the managing underwriter or underwriters for a
Piggy-Back Registration that is to be an underwritten offering advises the
Company and the holders of Registrable Securities in writing that the dollar
amount or number of shares of Common Stock which the Company desires to sell,
taken together with shares of Common Stock, if any, as to which registration has
been demanded pursuant to written contractual arrangements with persons other
than the holders of Registrable Securities hereunder, the Registrable Securities
as to which registration has been requested under this Section 5.2, and the
shares of Common Stock, if any, as to which registration has been requested
pursuant to the written contractual Piggy-Back Registration rights of other
stockholders of the Company exceeds the Maximum Number of Shares, then the
Company shall include in any such registration:


    
      
         


      

      
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    (a)           If
the registration is undertaken for the Company’s account:  (A) first,
the shares of Common Stock or other securities that the Company desires to sell
that can be sold without exceeding the Maximum Number of Shares; (B) second, to
the extent that the Maximum Number of Shares has not been reached under the
foregoing clause (A), the shares of Common Stock or other securities, if any,
comprised of Registrable Securities and Investor Securities, as to which
registration has been requested pursuant to the applicable written contractual
Piggy-Back Registration rights of such security holders, Pro Rata, that can be
sold without exceeding the Maximum Number of Shares; and (C) third, to the
extent that the Maximum Number of Shares has not been reached under the
foregoing clauses (A) and (B), the shares of Common Stock or other securities
for the account of other persons that the Company is obligated to register
pursuant to written contractual Piggy-Back Registration rights with such persons
and that can be sold without exceeding the Maximum Number of
Shares;

     

    
      (b)           If
the registration is a “demand” registration undertaken at the demand of holders
of Investor Securities, (A) first, the shares of Common Stock or other
securities for the account of the demanding persons, Pro Rata, that can be sold
without exceeding the Maximum Number of Shares; (B) second, to the extent
that the Maximum Number of Shares has not been reached under the foregoing
clause (A), the shares of Common Stock or other securities that the Company
desires to sell that can be sold without exceeding the Maximum Number of Shares;
(C) third, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clauses (A) and (B), the shares of Registrable
Securities, Pro Rata, as to which registration has been requested pursuant to
the terms hereof, that can be sold without exceeding the Maximum Number of
Shares; and (D) fourth, to the extent that the Maximum Number of Shares has
not been reached under the foregoing clauses (A), (B) and (C), the shares
of Common STock or other securities for the account of other persons that the
Company is obligated to register pursuant to written contractual arrangements
with such persons, that can be sold without exceeding the Maximum Number of
Shares; and

       

      (c)           If
the registration is a “demand” registration undertaken at the demand of persons
other than either the holders of Registrable Securities or of Investor
Securities, (A) first, the shares of Common Stock or other securities for the
account of the demanding persons that can be sold without exceeding the Maximum
Number of Shares; (B) second, to the extent that the Maximum Number of Shares
has not been reached under the foregoing clause (A), the shares of Common Stock
or other securities that the Company desires to sell that can be sold without
exceeding the Maximum Number of Shares; (C) third, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clauses (A)
and (B), collectively the shares of Common Stock or other securities comprised
of Registrable Securities and Investor Securities, Pro Rata, as to which
registration has been requested pursuant to the terms hereof and of the
Registration Rights Agreement, as applicable, that can be sold without exceeding
the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clauses (A), (B) and
(C), the shares of Common Stock or other securities for the account of other
persons that the Company is obligated to register pursuant to written
contractual arrangements with such persons, that can be sold without exceeding
the Maximum Number of Shares.

       

    

    5.2.3      WITHDRAWAL.  Any
holder of Registrable Securities may elect to withdraw such holder’s request for
inclusion of Registrable Securities in any Piggy-Back Registration by giving
written notice to the Company of such request to withdraw prior to the
effectiveness of the registration statement.  The Company (whether on
its own determination or as the result of a withdrawal by persons making a
demand pursuant to written contractual obligations) may withdraw a registration
statement at any time prior to the effectiveness of the registration
statement.  Notwithstanding any such withdrawal, the Company shall pay
all expenses incurred by the holders of Registrable Securities in connection
with such Piggy-Back Registration as provided in Section 5.2.4.

     

    5.2.4      TERMS.  The
Company shall bear all fees and expenses attendant to registering the
Registrable Securities, but the holders participating in the
registration shall pay any and all underwriting commissions related to the
Registrable Securities.  In the event of such a proposed registration,
the Company shall furnish the then Holders of outstanding Registrable Securities
with not less than fifteen (15) days written notice prior to the proposed date
of filing of such registration statement.  Such notice to the Holders
shall continue to be given for each applicable registration statement filed
(during the period in which the Purchase Option is exercisable) by the Company
until such time as all of the Registrable Securities have been registered and
sold.  The Holders of the Registrable Securities shall exercise the
Piggy-Back Registration rights provided for herein by giving written notice,
within ten (10) days of the receipt of the Company’s notice of its intention to
file a registration statement.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    5.3           GENERAL
TERMS.

     

    5.3.1     INDEMNIFICATION.  The
Company shall indemnify the Holder(s) of the Registrable Securities to be sold
pursuant to any registration statement hereunder and each person, if any, who
controls such Holders within the meaning of Section 15 of the Act or Section
20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”),
against all loss, claim, damage, expense or liability (including all reasonable
attorneys’ fees and other expenses reasonably incurred in investigating,
preparing or defending against litigation, commenced or threatened, or any claim
whatsoever whether arising out of any action between the underwriter and the
Company or between the underwriter and any third party or otherwise) to which
any of them may become subject under the Act, the Exchange Act or otherwise,
arising from such registration statement but only to the same extent and with
the same effect as the provisions pursuant to which the Company has agreed to
indemnify the underwriters contained in Section [ ] of the
underwriting agreement between the Company, EBC and the other underwriters
named therein dated the Effective Date (the “Underwriting
Agreement”).
The Holder(s) of the Registrable Securities to be sold pursuant to such
registration statement, and their successors and assigns, shall severally, and
not jointly, indemnify the Company, its officers and directors and each person,
if any, who controls the Company within the meaning of Section 15 of the Act or
Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or
liability (including all reasonable attorneys’ fees and other expenses
reasonably incurred in investigating, preparing or defending against any claim
whatsoever) to which they may become subject under the Act, the Exchange Act or
otherwise, arising from information furnished by or on behalf of such Holders,
or their successors or assigns, in writing, for specific inclusion in such
registration statement to the same extent and with the same effect as the
provisions contained in Section [ ] of the
Underwriting Agreement pursuant to which the underwriters have agreed to
indemnify the Company.

     

    5.3.2     EXERCISE
OF PURCHASE OPTIONS.  Nothing contained in this Purchase Option shall
be construed as requiring the Holder(s) to exercise their Purchase Options or
Warrants underlying such Purchase Options prior to or after the initial filing
of any registration statement or the effectiveness thereof.

     

    5.3.3     UNDERWRITING
AGREEMENT.  If an underwritten offering is requested, the Company
shall enter into an underwriting agreement with the managing underwriter(s), if
any, selected by any Holders, which managing underwriter(s) shall be reasonably
acceptable to the Company.  Such agreement shall be reasonably
satisfactory in form and substance to the Company, each participating Holder and
such managing underwriter(s), and shall contain such representations, warranties
and covenants by the Company and such other terms as are customarily contained
in agreements of that type used by the managing underwriter(s).  The
participating Holders shall be parties to any underwriting agreement relating to
an underwritten sale of their Registrable Securities and may, at their option,
require that any or all the representations, warranties and covenants of the
Company to or for the benefit of such underwriters shall also be made to and for
the benefit of such Holders.  Such Holders shall not be required to
make any representations or warranties to or agreements with the Company or the
underwriters except as they may relate to such Holders and their intended
methods of distribution.  Such Holders, however, shall agree to such
covenants and indemnification and contribution obligations for selling
stockholders as are customarily contained in agreements of that type used by the
managing underwriter.  Further, such Holders shall execute appropriate
custody agreements and otherwise cooperate fully in the preparation of the
registration statement and other documents relating to any offering in which
they include securities pursuant to this Section 5.  Each Holder shall
also furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be reasonably required to effect the registration of the Registrable
Securities.

     

    5.3.4     RULE
144 SALE.  Notwithstanding anything contained in this Section 5 to the
contrary, the Company shall have no obligation pursuant to Section 5.1 to obtain
the registration of Registrable Securities held by any Holder (i) where such
Holder would then be entitled to sell under Rule 144 within any three-month
period (or such other period prescribed under Rule 144 as may be provided by
amendment thereof) all of the Registrable Securities then held by such Holder or
(ii) where the number of Registrable Securities held by such Holder is within
the volume limitations of Rule 144 (calculated as if such Holder were an
affiliate within the meaning of Rule 144).   Notwithstanding the
foregoing, subject to Section 5.3.6, the Company’s obligation pursuant to
Section 5.1 to obtain the registration of the Warrants will not cease until the
Warrants are exercised in full or cease to be outstanding.  


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    5.3.5     SUPPLEMENTAL
PROSPECTUS.  Each Holder agrees, that upon receipt of any notice from
the Company of the happening of any event as a result of which the prospectus
included in the registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing, such Holder will immediately
discontinue disposition of Registrable Securities pursuant to the registration
statement covering such Registrable Securities until such Holder’s receipt of
the copies of a supplemental or amended prospectus, and, if so desired by the
Company, such Holder shall deliver to the Company (at the expense of the
Company) or destroy (and deliver to the Company a certificate of such
destruction) all copies, other than permanent file copies then in such Holder’s
possession, of the prospectus covering such Registrable Securities current at
the time of receipt of such notice.

     

    5.3.6     REGISTRABLE
SECURITIES.  As used in this Section 5, the term “Registrable
Securities” means the Purchase Options and the securities issuable upon the
exercise of the Purchase Options, including the Units, the shares of Common
Stock, the Warrants and the shares of Common Stock issuable upon the exercise of
the Warrants; provided, that, any such securities shall cease to be Registrable
Securities when: (a) a registration statement with respect to the sale of such
securities shall have become effective under the Act and such securities shall
have been sold, transferred, disposed of or exchanged in accordance with such
registration statement; (b) such securities shall have been transferred pursuant
to Rule 144 of the Act (or any similar rule or regulation then in force), new
certificates for them not bearing a legend restricting further transfer shall
have been delivered by the Company and they may be publicly resold without
volume or method of sale restrictions without registration under the Act; (c)
such securities may be sold under Rule 144 by the Holder without volume
limitation restrictions; or (d) such securities shall have ceased to be
outstanding; provided, however, that in the case of the Warrants, the Warrants
will not cease to be Registrable Securities until exercised or no longer
outstanding.  A “majority” of the Registrable Securities shall be
calculated by assuming that any outstanding Purchase Options are exercised for
Units in accordance with the terms of the such Purchase Options and that any
Warrants are exercised for shares of Common Stock in accordance with the terms
of such Warrants.

     

    
      	
              6.

            	
              ADJUSTMENTS.

            


    

     

    6.1           ADJUSTMENTS
TO EXERCISE PRICE AND NUMBER OF SECURITIES.  The Exercise Price and
the number of Units underlying the Purchase Option shall be subject to
adjustment from time to time as hereinafter set forth:


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    6.1.1     STOCK
DIVIDENDS - SPLIT-UPS.  If after the date hereof, and subject to the
provisions of Section 6.3 below, the number of outstanding shares of Common
Stock of the Company is increased by a stock dividend payable in shares of
Common Stock or by a split-up of shares of Common Stock or other similar event,
then, on the effective date thereof, the number of shares of Common Stock
underlying each of the Units purchasable hereunder shall be increased in
proportion to such increase in outstanding shares of Common Stock.  In
such case, the number of shares of Common Stock, and the exercise price
applicable thereto, underlying the Warrants underlying each of the Units
purchasable hereunder shall be adjusted in accordance with the terms of the
Warrants.  For example, if the Company declares a two-for-one Common
Stock dividend and at the time of such dividend this Purchase Option is for the
purchase of one Unit at $6.60 per whole Unit (each Warrant underlying the Units
is exercisable for $6.90 per share), upon effectiveness of the dividend, this
Purchase Option will be adjusted to allow for the purchase of one Unit at $6.60
per Unit, each Unit entitling the holder to receive two shares of Common Stock
and two Warrants (each Warrant exercisable for $3.45 per share).

     

    6.1.2     AGGREGATION
OF SHARES.  If after the date hereof, and subject to the provisions of
Section 6.3, the number of outstanding shares of Common Stock is decreased by a
consolidation, combination or reclassification of shares of Common Stock or
other similar event, then, on the effective date thereof, the number of shares
of Common Stock underlying each of the Units purchasable hereunder shall be
decreased in proportion to such decrease in outstanding shares of Common
Stock.  In such case, the number of shares of Common Stock, and the
exercise price applicable thereto, underlying the Warrants underlying each of
the Units purchasable hereunder shall be adjusted in accordance with the terms
of the Warrants.

     

    6.1.3     REPLACEMENT
OF SECURITIES UPON REORGANIZATION, ETC.  In case of any
reclassification or reorganization of the outstanding shares of Common Stock
other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely
affects the par value of such shares of Common Stock, or in the case of any
merger or consolidation of the Company with or into another corporation (other
than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization
of the outstanding shares of Common Stock), or in the case of any sale or
conveyance to another corporation or entity of the property of the Company as an
entirety or substantially as an entirety in connection with which the Company is
dissolved, the Holder of this Purchase Option shall have the right thereafter
(until the expiration of the right of exercise of this Purchase Option) to
receive upon the exercise hereof, for the same aggregate Exercise Price payable
hereunder immediately prior to such event, the kind and amount of shares of
stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or transfer, by a Holder of the number of shares of
Common Stock of the Company obtainable upon exercise of this Purchase Option and
the underlying Warrants immediately prior to such event; and if any
reclassification also results in a change in shares of Common Stock covered by
Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections
6.1.1, 6.1.2 and this Section 6.1.3.  The provisions of this Section
6.1.3 shall similarly apply to successive reclassifications, reorganizations,
mergers or consolidations, sales or other transfers.

     

    6.1.4     CHANGES
IN FORM OF PURCHASE OPTION.  This form of Purchase Option need not be
changed because of any change pursuant to this Section 6, and Purchase Options
issued after such change may state the same Exercise Price and the same number
of Units as are stated in the Purchase Options initially issued pursuant to this
Agreement.  The acceptance by any Holder of the issuance of new
Purchase Options reflecting a required or permissive change shall not be deemed
to waive any rights to an adjustment occurring after the Commencement Date or
the computation thereof.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    6.2           ELIMINATION
OF FRACTIONAL INTERESTS.  The Company shall not be required to issue
certificates representing fractions of shares of Common Stock or Warrants upon
the exercise of the Purchase Option, nor shall it be required to issue scrip or
pay cash in lieu of any fractional interests, it being the intent of the parties
that all fractional interests shall be eliminated by rounding any fraction up to
the nearest whole number of Warrants, shares of Common Stock or other
securities, properties or rights.

     

    6.3           Substitute Purchase
Option. In case of any consolidation of the Company with, or merger of
the Company with, or merger of the Company into, another corporation (other than
a consolidation or merger which does not result in any reclassification or
change of the outstanding shares of Common Stock), the corporation formed by
such consolidation or merger shall execute and deliver to the Holder a
supplemental Purchase Option providing that the holder of each Purchase Option
then outstanding or to be outstanding shall have the right thereafter (until the
stated expiration of such Purchase Option) to receive, upon exercise of such
Purchase Option, the kind and amount of shares of stock and other securities and
property receivable upon such consolidation or merger, by a holder of the number
of shares of Common Stock of the Company for which such Purchase Option might
have been exercised immediately prior to such consolidation, merger, sale or
transfer. Such supplemental Purchase Option shall provide for adjustments which
shall be identical to the adjustments provided in Section 6. The above provision
of this Section shall similarly apply to successive consolidations or
mergers.

     

    
      	
              7.

            	
              RESERVATION
      AND LISTING.

            


    

     

    The Company shall at all times reserve
and keep available out of its authorized shares of Common Stock, solely for the
purpose of issuance upon exercise of the Purchase Options or the Warrants
underlying the Purchase Option, such number of shares of Common Stock or other
securities, properties or rights as shall be issuable upon the exercise
thereof.  The Company covenants and agrees that, upon exercise of the
Purchase Options and payment of the Exercise Price therefor, all shares of
Common Stock and other securities issuable upon such exercise shall be duly and
validly issued, fully paid and non-assessable and not subject to preemptive
rights of any stockholder.  The Company further covenants and agrees
that upon exercise of the Warrants underlying the Purchase Options and payment
of the respective Warrant exercise price therefor, all shares of Common Stock
and other securities issuable upon such exercise shall be duly and validly
issued, fully paid and non-assessable and not subject to preemptive rights of
any stockholder.  As long as the Purchase Options shall be
outstanding, the Company shall use its reasonable best efforts to cause all
(i) Units issuable upon exercise of the Purchase Options, (ii) shares of Common
Stock issuable upon exercise of the Purchase Options, (iii) Warrants issuable
upon exercise of the Purchase Options and (iv) shares of Common Stock issuable
upon exercise of the Warrants included in the Units issuable upon exercise of
the Purchase Option to be listed (subject to official notice of issuance) on all
securities exchanges (or, if applicable on the FINRA OTC Bulletin Board or any
successor trading market) on which the Units, the Common Stock or the Public
Warrants issued to the public in connection herewith may then be listed and/or
quoted.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    
      	
              8.

            	
              CERTAIN
      NOTICE REQUIREMENTS.

            


    

     

    8.1           HOLDER’S
RIGHT TO RECEIVE NOTICE.  Nothing herein shall be construed as
conferring upon the Holders the right to vote or consent as a stockholder for
the election of directors or any other matter, or as having any rights
whatsoever as a stockholder of the Company.  If, however, at any time
prior to the expiration of the Purchase Options and their exercise, any of the
events described in Section 8.2 shall occur, then, in one or more of said
events, the Company shall give written notice of such event at least fifteen
days prior to the date fixed as a record date or the date of closing the
transfer books for the determination of the stockholders entitled to such
dividend, distribution, conversion or exchange of securities or subscription
rights, or entitled to vote on such proposed dissolution, liquidation, winding
up or sale.  Such notice shall specify such record date or the date of
the closing of the transfer books, as the case may
be.  Notwithstanding the foregoing, the Company shall deliver to each
Holder a copy of each notice given to the other stockholders of the Company at
the same time and in the same manner that such notice is given to the
stockholders.

     

    8.2           EVENTS
REQUIRING NOTICE.  The Company shall be required to give the notice
described in this Section 8 upon one or more of the following
events:  (i) if the Company shall take a record of the holders of its
shares of Common Stock for the purpose of entitling them to receive a dividend
or distribution payable otherwise than in cash, or a cash dividend or
distribution payable otherwise than out of retained earnings, as indicated by
the accounting treatment of such dividend or distribution on the books of the
Company, or (ii) the Company shall offer to all the holders of its Common Stock
any additional shares of capital stock of the Company or securities convertible
into or exchangeable for shares of capital stock of the Company, or any option,
right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or
winding up of the Company (other than in connection with a consolidation or
merger) or a sale of all or substantially all of its property, assets and
business shall be proposed.

     

    8.3           NOTICE
OF CHANGE IN EXERCISE PRICE.  The Company shall, promptly after an
event requiring a change in the Exercise Price pursuant to Section 6 hereof,
send notice to the Holders of such event and change (a “Price
Notice”).  The Price Notice shall describe the event causing
the change and the method of calculating same and shall be certified as being
true and accurate by the Company’s Chief Financial Officer.

     

    8.4           TRANSMITTAL
OF NOTICES.  All notices, requests, consents and other communications
under this Purchase Option shall be in writing and shall be deemed to have been
duly made when hand delivered, or mailed by express mail or private courier
service:  (i) if to the registered Holder of the Purchase Option, to
the address of such Holder as shown on the books of the Company, or (ii) if to
the Company, to the following address or to such other address as the Company
may designate by notice to the Holders:

     

    
      
        
          	 
      	
                  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

                


        

      

    


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    


    
      	
              9.

            	
              MISCELLANEOUS.

            


    

     

    9.1           AMENDMENTS.  The
Company and EBC may from time to time supplement or amend this Purchase Option
without the approval of any of the Holders in order to cure any ambiguity, to
correct or supplement any provision contained herein that may be defective or
inconsistent with any other provisions herein, or to make any other provisions
in regard to matters or questions arising hereunder that the Company and EBC may
deem necessary or desirable and that the Company and EBC deem shall not
adversely affect the interest of the Holders.  All other modifications
or amendments shall require the written consent of and be signed by the party
against whom enforcement of the modification or amendment is
sought.

     

    9.2           HEADINGS.  The
headings contained herein are for the sole purpose of convenience of reference,
and shall not in any way limit or affect the meaning or interpretation of any of
the terms or provisions of this Purchase Option.

     

    9.3           ENTIRE
AGREEMENT.  This Purchase Option (together with the other agreements
and documents being delivered pursuant to or in connection with this Purchase
Option) constitutes the entire agreement of the parties hereto with respect to
the subject matter hereof, and supersedes all prior agreements and
understandings of the parties, oral and written, with respect to the subject
matter hereof.

     

    9.4           BINDING
EFFECT.  This Purchase Option shall inure solely to the benefit of and
shall be binding upon, the Holder and the Company and their permitted assignees,
respective successors, legal representative and assigns, and no other person
shall have or be construed to have any legal or equitable right, remedy or claim
under or in respect of or by virtue of this Purchase Option or any provisions
herein contained.

     

    9.5           GOVERNING
LAW; SUBMISSION TO JURISDICTION.  This Purchase Option shall be
governed by and construed and enforced in accordance with the laws of the State
of New York applicable to contracts formed and to be performed entirely within
the State of New York, without regard to the applicability or effect of conflict
of law principles or rules thereof, to the extent such principles would require
or permit the application of the laws of another jurisdiction. The
Company hereby agrees that any action, proceeding or claim against it arising
out of, or relating in any way to this Purchase Option shall be resolved through
final and biding arbitration in accordance with the International Arbitration
Rules of the American Arbitration Association (“AAA”).  The
arbitration shall be brought before the AAA International Center for Dispute
Resolution’s offices in New York City, New York, will be conducted in English
and will be decided by a panel of three arbitrators selected from the AAA
Commercial Disputes Panel and that the arbitrator panel’s decision shall be
final and enforceable by any court having jurisdiction over the party from whom
enforcement is sought.  The cost of such arbitrators and arbitration
services, together with the prevailing party’s legal fees and expenses, shall be
borne by the non-prevailing party or as otherwise directed by the
arbitrators.  Any 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 8 hereof.  Such mailing shall be deemed personal
service and shall be legal and binding upon the Company in any action,
proceeding or claim.  The Company and the Holder agree that the
prevailing party(ies) in any such action shall be entitled to recover from the
other party(ies) all of its reasonable attorneys’ fees and expenses relating to
such action or proceeding and/or incurred in connection with the preparation
therefor.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    9.6           WAIVER,
ETC.  The failure of the Company or the Holder to at any time enforce
any of the provisions of this Purchase Option shall not be deemed or construed
to be a waiver of any such provision, nor to in any way affect the validity of
this Purchase Option or any provision hereof or the right of the Company or any
Holder to thereafter enforce each and every provision of this Purchase
Option.  No waiver of any breach, non-compliance or non-fulfillment of
any of the provisions of this Purchase Option shall be effective unless set
forth in a written instrument executed by the party or parties against whom or
which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of
any other or subsequent breach or non-compliance.

     

    9.7           EXECUTION
IN COUNTERPARTS.  This Purchase Option may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which shall be deemed to be an original, but all of which taken together
shall constitute one and the same agreement, and shall become effective when one
or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto.

     

    9.8           EXCHANGE
AGREEMENT.  As a condition of the Holder’s receipt and acceptance of
this Purchase Option, Holder agrees that, at any time prior to the complete
exercise of this Purchase Option by Holder, if the Company and EBC enter into an
agreement (the “Exchange Agreement”)
pursuant to which they agree that all outstanding Purchase Options will be
exchanged for securities or cash or a combination of both, then Holder shall
agree to such exchange and become a party to the Exchange
Agreement.

     

    IN
WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by its
duly authorized officer as of the ____ day of _______________________,
2011.

    


    
      
        	 
      	
                UNIVERSAL
      BUSINESS PAYMENT

                SOLUTIONS
      ACQUISITION CORPORATION

              
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:
      Bipin C. Shah

              
	 
      	 
      	
                Title:
      President

              
	 
      	 
      	 
      
	 
      	
                EARLYBIRDCAPITAL,
      INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              


      

    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    Form to
be used to exercise Purchase Option:

    


    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

    


    Date:
______________________

     

    The
undersigned hereby elects irrevocably to exercise all or a portion of the within
Purchase Option and to purchase ______ Units of Universal Business Payment
Solutions Acquisition Corporation and hereby makes payment of $________________
(at the rate of $6.60 per Unit) in payment of the Exercise Price pursuant
thereto.  Please issue the Common Stock and Warrants as to which this
Purchase Option is exercised in accordance with the instructions given
below.

     

    or

    


    The
undersigned hereby elects irrevocably to convert its right to purchase
__________ Units purchasable under the within Purchase Option by surrender of
the unexercised portion of the attached Purchase Option (with a Value based on a
Market Price of $______).  Please issue the securities comprising the
Units as to which this Purchase Option is exercised in accordance with the
instructions given below.

    


    
      
        	 
      	
                 

              
	 
      	
                NOTICE:  The
      signature to this assignment must correspond with the name as written upon
      the face of the purchase option in every particular, without alteration or
      enlargement or any change
whatever.

              


      

    

    


    Signature(s)
Guaranteed:

    
       

      
        
          

        

      

    

     

    THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE
17Ad-15).

    INSTRUCTIONS
FOR REGISTRATION OF SECURITIES

    


    
      
        
          
            
              	  	
                      Name:

                    	
                       

                    
	 	 	
                                                     
      (Print in Block
Letters)

                    


            

          

        

      

    

     

    
      
        
          
            	 	
                    Address:

                  	
                     

                  


          

        

      

    


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

    


    Form to
be used to assign Purchase Option:

     

    ASSIGNMENT

     

    (To be
executed by the registered Holder to effect a transfer of the within Purchase
Option):

    


    FOR VALUE
RECEIVED, ___________________________________________ does hereby sell, assign
and transfer unto___________________________________________ the right to
purchase ______Units of Universal Business Payment Solutions Acquisition
Corporation (the “Company”) evidenced
by the within Purchase Option and does hereby authorize the Company to transfer
such right on the books of the Company.

    


    Dated:
_______________, 2011

     

    
      	 
      	 
      
	 
      	
              Signature

            
	 
      	 
      
	 
      	
              NOTICE:  The
      signature to this assignment must correspond with the name as written upon
      the face of the purchase option in every particular, without alteration or
      enlargement or any change whatever.

            


    

     

    Signature(s)
Guaranteed:

     

      
        

      

    

    


    THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE
17Ad-15).


    
      
         


      

      
        18