Unassociated Document


     

    
      	
              NUMBER

            	
              SHARES

            


    

     

    _____________C

     

    UNIVERSAL
BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION

     

    INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE

     

    COMMON
STOCK

     

    
      	 
      	
              SEE
      REVERSE FOR

            
	 
      	 
      
	 
      	
              CERTAIN
      DEFINITIONS

            
	 
      	 
      
	
              This
      Certifies that

            	
              CUSIP

            
	 
      	 
      
	
              is
      the owner of

            	
              _____________

            


    

     

    FULLY
PAID AND NONASSESSABLE SHARES OF THE PAR VALUE OF $0.001 EACH

    OF
THE COMMON STOCK OF

     

    UNIVERSAL
BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION

     

    transferable
on the books of the Corporation in person or by duly authorized attorney upon
surrender of this certificate properly endorsed. The Corporation will be forced
to liquidate if it is unable to complete a

    business
combination by________________, 2012, all as more fully described in
the

    Corporation's
final prospectus dated ________________, 2011

    


    This
certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar. Witness the facsimile seal of the Corporation and
the facsimile signatures of its duly authorized officers.

     

    Dated:

    


    By

    


    
      
        
          	 
      	 
      	
                  SEAL

                	 
      	 
      
	
                  CHAIRMAN

                	 
      	
                  2011

                	 
      	
                  Secretary

                


        

      

    

    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

     

    
      
        	
                TEN
      COM –

              	
                as
      tenants in common

              	
                UNIF
      GIFT MIN ACT —

              	
                _________Custodian

              
	 
      	 
      	
                _____________

              	 
      
	
                TEN
      ENT –

              	
                as
      tenants by the entireties

              	
                (Cust)

              	
                (Minor)

              
	
                JT
      TEN –

              	
                as
      joint tenants with right of

                survivorship
      and not as tenants in

                common

              	
                under
      Uniform Gifts to Minors

                Act
      ____________________

                (State)

              	 
      


      

    

    


    Additional
abbreviations may also be used although not in the above list.

     

    Universal
Business Payment Solutions Acquisition Corporation

     

    The
Corporation will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof of the Corporation and
the qualifications, limitations or restrictions of such preferences and/or
rights. This certificate and the shares represented thereby are issued and shall
be held subject to all the provisions of the Certificate of Incorporation and
all amendments thereto and resolutions of the Board of Directors providing for
the issue of shares of Common Stock (copies of which may be obtained from the
secretary of the Corporation), to all of which the holder of this certificate by
acceptance hereof assents.

     

    For
value received, _______________________________________ hereby sell, assign and
transfer unto

    


    
      
        
          
            
              	
                      PLEASE
      INSERT SOCIAL SECURITY OR OTHER

                      IDENTIFYING
      NUMBER OF ASSIGNEE

                    	 
      
	
                       
      

                       

                    	 
      


            

          

        

      

    

     

     

    
      	
               

            	
               

            
	
              (PLEASE
      PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
      ASSIGNEE)  

            	 
      
	 	 
	 	 
	 	 
	 	 shares
	 	 


    

    of
the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

    


     ______________________________________________________________________________________
Attorney

    to
transfer the said stock on the books of the within named Corporation will full
power of substitution in the premises.

    


    Dated
______________________

    


    
      
        	 
      	 
      	 
      
	 
      	
                Notice:

              	
                The
      signature to this assignment must correspond with the name as written upon
      the face of the certificate 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).

                	 
      


        

      

    

     

    The
holder of this certificate shall be entitled to receive funds from the trust
fund only in the event of the Company's liquidation upon failure to consummate a
business combination or if the holder seeks to convert his, her or its
respective shares into cash upon a business combination which he, she or it
voted against and which is actually completed by the Company. In no other
circumstances shall the holder have any right or interest of any kind in or to
the trust fund.