Form of Public
Warrant

    


    THE
SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE (THE “WARRANT CERTIFICATE”)
(INCLUDING THE SECURITIES ISSUABLE UPON THE EXERCISE OF THE WARRANT) ARE SUBJECT
TO THE TERMS AND CONDITIONS SET FORTH IN THE WARRANT AGREEMENT DATED AS OF
________ , 2011, BY AND BETWEEN THE COMPANY AND THE WARRANT AGENT (THE “WARRANT AGREEMENT”). COPIES OF
SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL
PLACE OF BUSINESS WITHOUT CHARGE.

    


    
      
        	
                SPECIMEN
      WARRANT CERTIFICATE

                 

              
	
                NUMBER

                _______________−

              	 
      	
                ________WARRANTS

              
	
                THIS
      WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.

                NEW
      YORK CITY TIME, ON THE EXPIRATION DATE

                 

                UNIVERSAL
      BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION

                CUSIP
      __________

                WARRANT

              


      

    

    


    THIS
CERTIFIES THAT, for value received _____________________________is the
registered holder of a Warrant or Warrants expiring on ____________, 2016 [the fifth anniversary of the Initial
Public Offering consummation date] (unless earlier redeemed in accordance
with the terms hereof) (the “Warrant”) to purchase one
fully paid and nonassessable share of common stock, par value $0.001 per share
(“Shares”), of Universal
Business Payment Solutions Acquisition Corporation, a Delaware corporation (the
“Company”), for each
Warrant evidenced by this Warrant Certificate. Capitalized terms used herein but
not defined shall have the meaning set forth in the Warrant
Agreement.  The Warrant entitles the holder thereof to purchase from
the Company, commencing on the later of (i) the Company’s completion of a
merger, share exchange, asset acquisition, plan of arrangement,
recapitalization, reorganization or other similar business combination with a
target business or (ii) ________, 2012 [one year from the date of the
prospectus], such number of Shares of the Company at the price of $6.90
per share, upon surrender of this Warrant Certificate and payment of the Warrant
Price at the office or agency of the Warrant Agent, Continental Stock Transfer
& Trust Company (such payment to be made by certified or official bank check
payable to the Company), but only subject to the conditions set forth herein and
in the Warrant Agreement between the Company and Continental Stock Transfer
& Trust Company. Capitalized terms used herein but not defined shall have
the meaning set forth in the Warrant Agreement.  The Company shall not
be obligated to deliver any securities pursuant to the exercise of this Warrant
and shall have no obligation to settle this Warrant exercise unless a
registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect
to the Shares is effective, subject to the Company satisfying its obligations
under Section 7.4 of
the Warrant Agreement to use its best efforts. In the event that a registration
statement with respect to the Shares underlying this Warrant is not effective
under the Securities Act, the holder hereof shall not be entitled to exercise
this Warrant and this Warrant may have no value and expire worthless. In no
event will the Company be required to net cash settle the exercise of this
Warrant.  The Warrant Agreement provides that upon the occurrence of
certain events the Warrant Price and the number of Warrant Shares purchasable
hereunder, set forth on the face hereof, may, subject to certain conditions, be
adjusted.

    No fraction of a Share will be issued
upon any exercise of a Warrant. If, upon exercise of a Warrant, a holder would
be entitled to receive a fractional interest in a Share, the Company shall, upon
exercise, round up or down to the nearest whole number the number of Shares to
be issued to the warrant holder.

    Upon any exercise of the Warrant for
less than the total number of full Shares provided for herein, there shall be
issued to the registered holder hereof or his, her or its assignee a new Warrant
Certificate covering the number of Shares for which the Warrant has not been
exercised.

    Warrant Certificates, when surrendered
at the office or agency of the Warrant Agent by the registered holder hereof in
person or by attorney duly authorized in writing, may be exchanged in the manner
and subject to the limitations provided in the Warrant Agreement, but without
payment of any service charge, for another Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants.

    Upon due presentment for registration
of transfer of the Warrant Certificate at the office or agency of the Warrant
Agent, a new Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants shall be issued to the
transferee in exchange for this Warrant Certificate, subject to the limitations
provided in the Warrant Agreement, without charge except for any applicable tax
or other governmental charge.

    The Company and the Warrant Agent may
deem and treat the registered holder as the absolute owner of this Warrant
Certificate (notwithstanding any notation of ownership or other writing hereon
made by anyone), for the purpose of any exercise hereof, of any distribution to
the registered holder, and for all other purposes, and neither the Company nor
the Warrant Agent shall be affected by any notice to the contrary.

    This Warrant does not entitle the
Registered Holder to any of the rights of a stockholder of the
Company.

    Subject to Section 6.4 of the
Warrant Agreement, the Company may redeem all, but not less than all, of the
Public Warrants, at the option of the Company, at any time after the Warrants
become exercisable and prior to their expiration, at the office of the Warrant
Agent, upon the notice referred to in Section 6.2 of the
Warrant Agreement, at the price of $0.01 per Warrant, provided,
however, that
the last sales price of the Common Stock has been equal to or greater than $9.50
per share on each of twenty (20) trading days within any thirty (30) trading day
period ending on the third business day prior to the date on which notice of
redemption is given. Any Warrant either not exercised or tendered back to the
Company by the end of the date specified in the notice of redemption shall be
canceled on the books of the Company and have no further value except for the
$0.01 redemption price.

    THIS WARRANT CERTIFICATE AND ALL RIGHTS
HEREUNDER AND UNDER THE WARRANT AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      
        	
                By:

              	 
      
	 
      	 
      
	
                Name:

              	
                Name:

              
	
                Title:

              	
                Title:

              


      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    SUBSCRIPTION
FORM

    


    To Be
Executed by the Registered Holder in Order to Exercise Warrants

    


    The
undersigned registered holder irrevocably elects to exercise _________________
Warrants represented by this Warrant Certificate, and to purchase the shares of
Common Stock issuable upon the exercise of such Warrants, and requests that
Certificates for such shares shall be issued in the name of

     

      
        

      

    

     

      
        

      

    

     

      
        

      

    

     

      
        

      

    

    (PLEASE
TYPE OR PRINT NAME AND ADDRESS)

    


    
      
        

      

    

    (SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)

    


    and be
delivered to

     

      
        

      

    

    (PLEASE
PRINT OR TYPE NAME AND ADDRESS)

    


    and, if
such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be
registered in the name of, and delivered to, the registered holder at the
address stated below:

    


    
      
        
          
            
              
                
                  	
                          Dated:
      _____________________

                        	 
      	 
      
	 
      	 
      	
                           

                        
	 
      	 
      	
                          (SIGNATURE)

                        
	 
      	 
      	  
      
	 
      	 
      	
                           

                        
	 
      	 
      	 
      
	 
      	 
      	
                           

                        
	 
      	 
      	  
      
	 
      	 
      	
                           

                        
	 
      	 
      	
                          (ADDRESS)

                        
	 
      	 
      	  
      
	 
      	 
      	
                           

                        
	 
      	 
      	
                          (TAX
      IDENTIFICATION
NUMBER)

                        


                

              

            

          

        

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    ASSIGNMENT

    


    To Be
Executed by the Registered Holder in Order to Assign Warrants

    


    For Value
Received, ____________________________________hereby sells, assigns and
transfers unto

     

      
        

      

    

     

      
        

      

    

     

      
        

      

    

     

      
        

      

    

    (PLEASE
TYPE OR PRINT NAME AND ADDRESS)

    


    
      
        

      

    

    (SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)

    


    and be
delivered to

    
      
        

      

    

    (PLEASE
PRINT OR TYPE NAME AND ADDRESS)

    


    ________________________________
of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitute and appoint ________________________________ Attorney to transfer
this Warrant Certificate on the books of the Company, with full power of
substitution in the premises. 

    
 

    
      
        
          	
                  Dated:_____________________

                	 
      	
                   

                
	 
      	 
      	
                  (SIGNATURE)

                


        

      

    

     

    THE
SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME
WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A
COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
EXCHANGE.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Form of Insider
Warrant

    


    THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION.  THE SECURITIES MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION,
ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE COMPANY REGARDING THE AVAILABILITY OF SUCH EXEMPTION UNDER THE SECURITIES
ACT AND SUCH OTHER APPLICABLE LAWS.  IN ADDITION, PRIOR TO
CONSUMMATION OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, PLAN OF
ARRANGEMENT, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS
COMBINATION WITH A TARGET
BUSINESS, THE SECURITIES REPRESENTED HEREIN MAY BE TRANSFERRED ONLY TO (i) THE COMPANY’S
(DEFINED BELOW) OFFICERS AND DIRECTORS,
(ii) AN ENTITY’S MEMBERS UPON
ITS LIQUIDATION, (iii) BY BONA FIDE GIFT TO A
MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY OR TO A TRUST, THE
BENEFICIARY OF WHICH IS AN INITIAL STOCKHOLDER OR A MEMBER OF AN INITIAL
STOCKHOLDER’S IMMEDIATE FAMILY FOR ESTATE PLANNING PURPOSES, (iv) BY VIRTUE OF THE LAWS OF
DESCENT AND DISTRIBUTION UPON DEATH, OR (v) PURSUANT TO A QUALIFIED
DOMESTIC RELATIONS ORDER.  THIS WARRANT WILL NOT BE
TRANSFERABLE UNTIL THE DATE THE COMPANY , HAS COMPLETED A BUSINESS COMBINATION
(DEFINED BELOW) WITH A TARGET COMPANY, OTHER THAN TO A PERMITTED TRANSFEREE WHO
AGREES IN WRITING TO BE BOUND BY THE RESTRICTIONS SET FORTH HEREIN.

    IN ADDITION, THIS WARRANT WILL NOT BE
TRANSFERABLE UNLESS AND UNTIL (1) THERE IS THEN IN EFFECT A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT COVERING SUCH TRANSFER AND SUCH TRANSFER IS
MADE IN ACCORDANCE WITH SUCH REGISTRATION STATEMENT; OR (2) IF REASONABLY
REQUESTED BY THE COMPANY, (A) THE HOLDER OF THIS WARRANT SHALL HAVE FURNISHED TO
THE COMPANY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT
SUCH DISPOSITION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT, (B) THE
COMPANY SHALL HAVE RECEIVED CUSTOMARY REPRESENTATIONS AND WARRANTIES FROM THE
TRANSFEREE THAT ARE REASONABLY SATISFACTORY TO IT AND (C) THE TRANSFEREE SHALL
HAVE AGREED IN WRITING TO BE BOUND BY THE RESTRICTIONS SET FORTH
HEREIN.

    THE SECURITIES REPRESENTED BY THIS
WARRANT CERTIFICATE (INCLUDING THE SECURITIES ISSUABLE UPON THE EXERCISE OF THE
WARRANT) ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND THE TERMS AND
CONDITIONS SET FORTH IN THE WARRANT AGREEMENT DATED AS OF ___, 2011, BY AND
BETWEEN THE COMPANY AND THE WARRANT AGENT (THE “WARRANT AGREEMENT”). COPIES OF
SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL
PLACE OF BUSINESS WITHOUT CHARGE.

    


    
      
        	
                SPECIMEN
      WARRANT CERTIFICATE

                 

              
	
                NUMBER

                _________
      ______−

              	 
      	
                ________WARRANTS

              


      

    

    


    THIS
WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.

    NEW YORK
CITY TIME, ON THE EXPIRATION DATE

    


    UNIVERSAL
BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION

    CUSIP
__________

    


    WARRANT

    THIS
CERTIFIES THAT, for value received _______________is the registered holder of a
Warrant or Warrants expiring on __________, 2016 [the fifth anniversary of the Initial
Public Offering consummation date] (unless earlier redeemed in accordance
with the terms hereof) (the “Warrant”) to purchase one
fully paid and nonassessable share of common stock, par value $0.001 per share
(“Shares”), of Universal
Business Payment Solutions Acquisition Corporation (the “Company”) pursuant to, for
each Warrant evidenced by this Warrant Certificate.  Capitalized terms
used herein but not defined shall have the meaning set forth in the Warrant
Agreement.  The Warrant entitles the holder thereof to purchase from
the Company, commencing on the later of (i) the Company’s completion of a
merger, share exchange, asset acquisition, plan of arrangement,
recapitalization, reorganization or other similar business combination with a
target business (a “Business
Combination”) or (ii) _______, 2012 [one year from the date of the
prospectus], such number of Shares of the Company at the price of $6.90
per share, upon surrender of this Warrant Certificate and payment of the Warrant
Price at the office or agency of the Warrant Agent, Continental Stock Transfer
& Trust Company (such payment to be made by certified or official bank check
payable to the Company), but only subject to the conditions set forth herein and
in the Warrant Agreement between the Company and Continental Stock Transfer
& Trust Company. If the
holder hereof is either the Insider or a Permitted Transferee, the holder may
surrender this Warrant pursuant to the cashless exercise provision in
Section
3.3.1(b) of the Warrant
Agreement.  If the holder of this Warrant is a person or entity other
than the Insider or a Permitted Transferee, the Company shall not be
obligated to deliver any securities pursuant to the exercise of a Warrant and
shall have no obligation to settle a Warrant exercise unless a registration
statement under the Securities Act with respect to the Shares is effective,
subject to the Company satisfying its obligations under Section 7.4 of
the Warrant Agreement to use its best efforts. In the event that a registration
statement with respect to the Shares underlying this Warrant is not effective
under the Act, the holder, if other than the Insider or a Permitted Transferee,
of this Warrant shall not be entitled to exercise such Warrant and such Warrant
may have no value and expire worthless. In no event will the Company be required
to net cash settle the exercise of this Warrant.  The Warrant
Agreement provides that upon the occurrence of certain events the Warrant Price
and the number of Warrant Shares purchasable hereunder, set forth on the face
hereof, may, subject to certain conditions, be adjusted. The term Warrant Price
as used in this Warrant Certificate refers to the price per Share at which
Shares may be purchased at the time the Warrant is exercised.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    No fraction of a Share will be issued
upon any exercise of a Warrant. If, upon exercise of a Warrant, a holder would
be entitled to receive a fractional interest in a Share, the Company shall, upon
exercise, round up or down to the nearest whole number the number of Shares to
be issued to the Warrant holder.

    Upon any exercise of the Warrant for
less than the total number of full Shares provided for herein, there shall be
issued to the registered holder hereof or his, her or its assignee a new Warrant
Certificate covering the number of Shares for which the Warrant has not been
exercised.

    Warrant Certificates, when surrendered
at the office or agency of the Warrant Agent by the registered holder hereof in
person or by attorney duly authorized in writing, may be exchanged in the manner
and subject to the limitations provided in the Warrant Agreement, but without
payment of any service charge, for another Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants.

    Upon due presentment for registration
of transfer of the Warrant Certificate at the office or agency of the Warrant
Agent, a new Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants shall be issued to the
transferee in exchange for this Warrant Certificate, subject to the limitations
provided in the Warrant Agreement, without charge except for any applicable tax
or other governmental charge.

    The Company and the Warrant Agent may
deem and treat the registered holder as the absolute owner of this Warrant
Certificate (notwithstanding any notation of ownership or other writing hereon
made by anyone), for the purpose of any exercise hereof, of any distribution to
the registered holder, and for all other purposes, and neither the Company nor
the Warrant Agent shall be affected by any notice to the contrary.

    This Warrant does not entitle the
registered holder to any of the rights of a stockholder of the
Company.

    


    THIS WARRANT CERTIFICATE AND ALL RIGHTS
HEREUNDER AND UNDER THE WARRANT AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

    


    
      
        	
                By:

              	 
      
	 
      	 
      
	
                Name:

              	
                Name:

              
	
                Title:

              	
                Title:

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SUBSCRIPTION
FORM

    


    To Be
Executed by the Registered Holder in Order to Exercise Warrants

    


    The
undersigned registered holder irrevocably elects to exercise _________________
Warrants represented by this Warrant Certificate, and to purchase the shares of
Common Stock issuable upon the exercise of such Warrants, and requests that
Certificates for such shares shall be issued in the name of

     

      
        

      

    

     

      
        

      

    

     

      
        

      

    

     

      
        

      

    

    (PLEASE
TYPE OR PRINT NAME AND ADDRESS)

     

    
      
        

      

      (SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)

       

    

    and be
delivered to

    
      
        

      

    

    (PLEASE
PRINT OR TYPE NAME AND ADDRESS)

    


    and, if
such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be
registered in the name of, and delivered to, the registered holder at the
address stated below:

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Dated:
      _____________________

                                      	 
      	  
      
	 
      	 
      	
                                         

                                      
	 
      	 
      	
                                        (SIGNATURE)

                                      
	 
      	 
      	 
      
	 
      	 
      	
                                         

                                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                         

                                      
	 
      	 
      	 
      
	 
      	 
      	
                                        (ADDRESS)

                                      
	 	 	 
	 
      	 
      	
                                         

                                      
	 
      	 
      	
                                        (TAX
      IDENTIFICATION
NUMBER)

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT

    


    To Be
Executed by the Registered Holder in Order to Assign Warrants

    


    For Value
Received, ____________________________________hereby sells, assigns, and
transfers unto

     

    
      
        

      

       

        
          

        

      

       

        
          

        

      

       

        
          

        

      

    

    (PLEASE
TYPE OR PRINT NAME AND ADDRESS)

    
 

    
      
        

      

    

    (SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)

    


    and be
delivered to

     

      
        

      

    

    (PLEASE
PRINT OR TYPE NAME AND ADDRESS)

    


    ________________________________
of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitute and appoint ________________________________ Attorney to transfer
this Warrant Certificate on the books of the Company, with full power of
substitution in the premises.

    
 

    
      
        
          	
                  Dated:_____________________

                	 
      	
                   

                
	 
      	 
      	
                  (SIGNATURE)

                


        

      

    

    


    THE
SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME
WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A
COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE, OR CHICAGO STOCK
EXCHANGE.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Form of EBC
Warrant

    


    THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION.  THE SECURITIES MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION,
ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE COMPANY REGARDING THE AVAILABILITY OF SUCH EXEMPTION UNDER THE SECURITIES
ACT AND SUCH OTHER APPLICABLE LAWS.

    THE
SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE (INCLUDING THE SECURITIES
ISSUABLE UPON THE EXERCISE OF THE WARRANT) ARE SUBJECT TO ADDITIONAL
RESTRICTIONS ON TRANSFER AND THE TERMS AND CONDITIONS SET FORTH IN THE WARRANT
AGREEMENT DATED AS OF ___, 2011, BY AND BETWEEN THE COMPANY AND THE WARRANT
AGENT (THE “WARRANT
AGREEMENT”). COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER
HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.

    


    
      
        	
                SPECIMEN
      WARRANT CERTIFICATE

                 

              
	
                NUMBER

                _______________−

              	  
      	
                ________WARRANTS

              


      

    

    


    THIS
WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.

    NEW YORK
CITY TIME, ON THE EXPIRATION DATE

    


    UNIVERSAL
BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION

    CUSIP
__________

    WARRANT

    THIS
CERTIFIES THAT, for value received _______________is the registered holder of a
Warrant or Warrants expiring on __________, 2016 [the fifth anniversary of the Initial
Public Offering consummation date] (unless earlier redeemed in accordance
with the terms hereof) (the “Warrant”) to purchase one
fully paid and nonassessable share of Common Stock, par value $0.001 per share
(“Shares”), of Universal
Business Payment Solutions Acquisition Corporation (the “Company”) pursuant to, for
each Warrant evidenced by this Warrant Certificate.  Capitalized terms
used herein but not defined shall have the meaning set forth in the Warrant
Agreement.  The Warrant entitles the holder thereof to purchase from
the Company, commencing on the later of (i) the Company’s completion of a
merger, share exchange, asset acquisition, plan of arrangement,
recapitalization, reorganization or other similar business combination with a
target business (a “Business
Combination”) or (ii) _______, 2012 [one year from the date of the
prospectus], such number of Shares of the Company at the price of $6.90
per share, upon surrender of this Warrant Certificate and payment of the Warrant
Price at the office or agency of the Warrant Agent, Continental Stock Transfer
& Trust Company (such payment to be made by certified or official bank check
payable to the Company), but only subject to the conditions set forth herein and
in the Warrant Agreement between the Company and Continental Stock Transfer
& Trust Company. If the
holder hereof is either the original purchaser or a Permitted Transferee, the
holder may surrender this Warrant pursuant to the cashless exercise provision in
Section
3.3.1(b) of the Warrant
Agreement.  If the holder of this Warrant is a person or entity other
than the original purchaser or a Permitted Transferee, the
Company shall not be obligated to deliver any securities pursuant to the
exercise of a Warrant and shall have no obligation to settle a Warrant exercise
unless a registration statement under the Securities Act with respect to the
Shares is effective, subject to the Company satisfying its obligations under
Section 7.4 of
the Warrant Agreement to use its best efforts. In the event that a registration
statement with respect to the Shares underlying this Warrant is not effective
under the Act, the holder, if other than the original purchaser or a
Permitted Transferee, of this Warrant shall not be entitled to exercise such
Warrant and such Warrant may have no value and expire worthless. In no event
will the Company be required to net cash settle the exercise of this
Warrant.  The Warrant Agreement provides that upon the occurrence of
certain events the Warrant Price and the number of Warrant Shares purchasable
hereunder, set forth on the face hereof, may, subject to certain conditions, be
adjusted. The term Warrant Price as used in this Warrant Certificate refers to
the price per Share at which Shares may be purchased at the time the Warrant is
exercised.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    No fraction of a Share will be issued
upon any exercise of a Warrant. If, upon exercise of a Warrant, a holder would
be entitled to receive a fractional interest in a Share, the Company shall, upon
exercise, round up or down to the nearest whole number the number of Shares to
be issued to the Warrant holder.

    Upon any exercise of the Warrant for
less than the total number of full Shares provided for herein, there shall be
issued to the registered holder hereof or his, her or its assignee a new Warrant
Certificate covering the number of Shares for which the Warrant has not been
exercised.

    Warrant Certificates, when surrendered
at the office or agency of the Warrant Agent by the registered holder hereof in
person or by attorney duly authorized in writing, may be exchanged in the manner
and subject to the limitations provided in the Warrant Agreement, but without
payment of any service charge, for another Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants.

    Upon due presentment for registration
of transfer of the Warrant Certificate at the office or agency of the Warrant
Agent, a new Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants shall be issued to the
transferee in exchange for this Warrant Certificate, subject to the limitations
provided in the Warrant Agreement, without charge except for any applicable tax
or other governmental charge.

    The Company and the Warrant Agent may
deem and treat the registered holder as the absolute owner of this Warrant
Certificate (notwithstanding any notation of ownership or other writing hereon
made by anyone), for the purpose of any exercise hereof, of any distribution to
the registered holder, and for all other purposes, and neither the Company nor
the Warrant Agent shall be affected by any notice to the contrary.

    This Warrant does not entitle the
registered holder to any of the rights of a stockholder of the
Company.


     

    THIS WARRANT CERTIFICATE AND ALL RIGHTS
HEREUNDER AND UNDER THE WARRANT AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

    
 

    
      
        	
                By:

              	 
      
	 
      	 
      
	
                Name:

              	
                Name:

              
	
                Title:

              	
                Title:

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SUBSCRIPTION
FORM

    


    To Be
Executed by the Registered Holder in Order to Exercise Warrants

    


    The
undersigned registered holder irrevocably elects to exercise _________________
Warrants represented by this Warrant Certificate, and to purchase the shares of
Common Stock issuable upon the exercise of such Warrants, and requests that
Certificates for such shares shall be issued in the name of

    
       

        

      

    

     

      
        

      

    

     

      
        

      

    

     

      
        

      

    

    (PLEASE
TYPE OR PRINT NAME AND ADDRESS)

     

    
      
        

      

    

    (SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)

     

    and be
delivered to

     

      
        

      

    

    (PLEASE
PRINT OR TYPE NAME AND ADDRESS)

    


    and, if
such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be
registered in the name of, and delivered to, the registered holder at the
address stated below:

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Dated:
      _____________________

                                    	 
      	 
      
	  
      	  
      	
                                       

                                    
	 
      	 
      	
                                      (SIGNATURE)

                                    
	 
      	 
      	 
      
	 
      	 
      	
                                       

                                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                       

                                    
	 
      	 
      	
                                      (ADDRESS)

                                    
	 	 	 
	 
      	 
      	
                                       

                                    
	 
      	 
      	
                                      (TAX
      IDENTIFICATION
NUMBER)

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT

    


    To Be
Executed by the Registered Holder in Order to Assign Warrants

    


    For Value
Received, ____________________________________hereby sells, assigns, and
transfers unto

      

    
      

    

     

      
        

      

    

     

      
        

      

    

     

      
        

      

    

    (PLEASE
TYPE OR PRINT NAME AND ADDRESS)

     

    
      
        

      

    

    (SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)

    


    and be
delivered to

    
      
        

      

    

    (PLEASE
PRINT OR TYPE NAME AND ADDRESS)

    


    ________________________________
of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitute and appoint ________________________________ Attorney to transfer
this Warrant Certificate on the books of the Company, with full power of
substitution in the premises.

    
 

    
      
        
          	
                  Dated:_____________________

                	 
      	
                   

                
	 
      	 
      	
                  (SIGNATURE)

                


        

      

    

     

    THE
SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME
WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A
COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE, OR CHICAGO STOCK
EXCHANGE.