Unassociated Document


     

    
      	
              NUMBER

            	
              UNITS

            


    

     

    U-__________

     

    UNIVERSAL
BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION

     

    SEE
REVERSE  FOR CERTAIN DEFINITIONS

     

    
      	 
      	
              CUSIP
      __________

            


    

     

    UNITS
CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT EACH TO

    PURCHASE
ONE SHARE OF COMMON STOCK

     

    THIS
CERTIFIES THAT
________________________________________________________

     

    is the
owner of ____________________________________________________________
Units.

     

    Each Unit
(“Unit”) consists of one (1) share of common stock, par value $0.001 per share
(“Common Stock”), of Universal Business Payment Solutions Acquisition
Corporation, a Delaware corporation (the “Company”), and one (1) warrant
(“Warrant”). Each Warrant entitles the holder to purchase one (1) share of
Common Stock for $6.90 per share (subject to adjustment). Each Warrant will
become exercisable on the later of (i) the Company’s completion of a merger,
capital stock exchange, asset acquisition or other similar business combination
and (ii) _______________, 2012, and will expire unless exercised before 5:00
p.m., New York City Time, on ___________, 2016, or earlier upon redemption (the
“Expiration Date”). The Common Stock and Warrants comprising the Units
represented by this certificate are not transferable separately prior
to____________, 2012, subject to earlier separation. The terms of the Warrants
are governed by a Warrant Agreement, dated as of _________, 2011, between the
Company and Continental Stock Transfer & Trust Company, as Warrant Agent,
and are subject to the terms and provisions contained therein, all of which
terms and provisions the holder of this certificate consents to by acceptance
hereof. Copies of the Warrant Agreement are on file at the office of the Warrant
Agent at 17 Battery Place, New York, New York 10004, and are available to any
Warrant holder on written request and without cost.

     

    This
certificate is not valid unless countersigned by the Transfer Agent and
Registrar of the Company.

    Witness
the facsimile seal of the Company and the facsimile signatures of its duly
authorized officers.

     

    By

    


    
      
        	 
      	 
      	
                SEAL

              	 
      	 
      
	
                Chairman
      of the Board

              	 
      	
                2011

              	 
      	
                Secretary

              


      

    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    Universal
Business Payment Solutions Acquisition Corporation

     

    The
Company will furnish without charge to each stockholder who so requests, a
statement of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof of the
Company and the qualifications, limitations, or restrictions of such preferences
and/or rights.

     

    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 though not in the above list.

     

    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)  

                              	 
      
	 	 
	 	 
	 	 
	 	 Units
	 	 


                      

                    

                  

                

              

            

          

        

      

    

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

    


     ___________________________________________________________________________________________
Attorney

    to
transfer the said Units on the books of the within named Company 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).