Exhibit 10.2


 


REVOLVING CREDIT NOTE


 


	$1,000,000	May 6, 2015


 


FOR VALUE RECEIVED and
intending to be legally bound, the undersigned, A.D. Computer Corporation, a Pennsylvania corporation (“ADC”),
Payroll Tax Filing Services, Inc., a Pennsylvania corporation (“Payroll” and together with ADC and each other
Person joined as a borrower under the Loan Agreement, each a “Borrower” and collectively “Borrowers”),
jointly and severally promise to pay, in lawful money of the United States of America, to the order of Metro
Bank (“Lender”), at the address set forth in Section 9.8 of the Loan Agreement, the maximum aggregate principal
sum of One Million Dollars ($1,000,000) or such lesser sum which represents the principal outstanding under the Revolving Credit
established pursuant to the provisions of that certain Loan and Security Agreement, dated as of December 28, 2012, by and among
Borrowers, Universal Business Payment Solutions Acquisition Corporation and Lender (as it may be supplemented, restated, superseded,
amended or replaced from time to time, the “Loan Agreement”). All capitalized terms used herein without further definition
shall have the respective meanings ascribed thereto in the Loan Agreement. The outstanding principal balance hereunder shall be
payable in accordance with the terms of the Loan Agreement. The actual amount due and owing from time to time hereunder shall be
evidenced by Lender's records of receipts and disbursements with respect to the Revolving Credit, which shall, in the absence of
manifest error, be conclusive evidence of the amount.


 


Each Borrower further agrees
to pay interest on the outstanding principal balance of the Revolving Credit from time to time at the per annum rates set forth
in the Loan Agreement. Interest shall be calculated on the basis of a year of 360 days but charged for the actual number of days
elapsed, and shall be due and payable as set forth in the Loan Agreement.


 


This Revolving Credit Note
is that certain Revolving Credit Note referred to in the Loan Agreement.


 


If an Event of Default
occurs and is continuing under the Loan Agreement, the unpaid principal balance of this Revolving Credit Note along with all accrued
and unpaid interest and unpaid Expenses shall become, or may be declared, immediately due and payable as provided in the Loan Agreement.
The obligations evidenced by this Revolving Credit Note are secured by the Collateral.


 


This Revolving Credit Note
may be prepaid only in accordance with the terms and conditions of the Loan Agreement.


 


Each Borrower hereby waives
protest, demand, notice of nonpayment and all other notices in connection with the delivery, acceptance, performance or enforcement
of this Revolving Credit Note.


 




    	 



    	 



    

 


This Revolving Credit Note
shall be governed by and construed in accordance with the substantive laws of the Commonwealth of Pennsylvania. The provisions
of this Revolving Credit Note are to be deemed severable and the invalidity or unenforceability of any provision shall not affect
or impair the remaining provisions of this Revolving Credit Note which shall continue in full force and effect. No modification
hereof shall be binding or enforceable against Lender unless approved in writing by Lender.


 


EACH BORROWER (AND LENDER
BY ITS ACCEPTANCE HEREOF) HEREBY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION, PROCEEDING
OR COUNTERCLAIM ARISING WITH RESPECT TO RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO OR UNDER THE LOAN DOCUMENTS OR WITH RESPECT
TO ANY CLAIMS ARISING OUT OF ANY DISCUSSIONS, NEGOTIATIONS OR COMMUNICATIONS INVOLVING OR RELATED TO ANY PROPOSED RENEWAL, EXTENSION,
AMENDMENT, MODIFICATION, RESTRUCTURE, FORBEARANCE, WORKOUT, OR ENFORCEMENT OF THE TRANSACTIONS CONTEMPLATED HEREUNDER OR UNDER
THE LOAN DOCUMENTS.


 


THE FOLLOWING SETS FORTH
A WARRANT OF AUTHORITY FOR ANY ATTORNEY TO CONFESS JUDGMENT AGAINST ANY BORROWER. IN GRANTING THIS WARRANT OF ATTORNEY TO CONFESS
JUDGMENT AGAINST ANY BORROWER, EACH BORROWER, FOLLOWING CONSULTATION WITH (OR DECISION NOT TO CONSULT WITH) SEPARATE COUNSEL FOR
BORROWERS, AND WITH KNOWLEDGE OF THE LEGAL EFFECT HEREOF, HEREBY WAIVES ANY AND ALL RIGHTS SUCH BORROWER HAS, OR MAY HAVE, TO PRIOR
NOTICE AND AN OPPORTUNITY FOR HEARING BEFORE ENTRY OF JUDGMENT UNDER THE CONSTITUTIONS AND LAWS OF THE UNITED STATES AND THE COMMONWEALTH
OF PENNSYLVANIA. EACH BORROWER ACKNOWLEDGES THAT PURSUANT TO THIS WARRANT OF ATTORNEY, LENDER IS AUTHORIZED TO ENTER A JUDGMENT
AGAINST SUCH BORROWER WHICH WILL GIVE LENDER A LIEN AGAINST REAL PROPERTY AND WHICH MAY PERMIT LENDER TO, UTILIZING THE POWER OF
STATE GOVERNMENT, SEIZE PERSONAL PROPERTY INCLUDING SUCH BORROWER'S DEPOSIT ACCOUNTS. EACH BORROWER SPECIFICALLY ACKNOWLEDGES THAT
LENDER HAS RELIED ON THIS WARRANT OF ATTORNEY IN GRANTING THE FINANCIAL ACCOMMODATIONS DESCRIBED HEREIN.


 


EACH BORROWER HEREBY EMPOWERS
ANY CLERK, OR ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR SUCH BORROWER AFTER ANY EVENT OF DEFAULT IN ANY AND ALL ACTIONS WHICH
MAY BE BROUGHT HEREUNDER IN THE COMMONWEALTH OF PENNSYLVANIA OR ELSEWHERE AND CONFESS JUDGMENT AGAINST SUCH BORROWER FOR ALL, OR
ANY PART OF, THE UNPAID PRINCIPAL BALANCE HEREUNDER AND ACCRUED INTEREST, TOGETHER WITH OTHER EXPENSES INCURRED IN CONNECTION THEREWITH
AND ATTORNEYS’ FEES OF FIFTEEN PERCENT (15%) OF THE AMOUNT DUE ON THIS REVOLVING CREDIT NOTE, BUT IN NO EVENT LESS THAN THREE
THOUSAND DOLLARS ($3,000), AND FOR SUCH PURPOSE THE ORIGINAL OR ANY PHOTOCOPY OF THIS REVOLVING CREDIT NOTE AND AN AFFIDAVIT OF
LENDER OR LENDER'S COUNSEL AVERRING TO THE EVENT OF DEFAULT SHALL BE A GOOD AND SUFFICIENT WARRANT OF ATTORNEY. SUCH AUTHORIZATION
SHALL NOT BE EXHAUSTED BY ONE EXERCISE THEREOF, BUT JUDGMENT MAY BE CONFESSED AS AFORESAID FROM TIME TO TIME. EACH BORROWER HEREBY
WAIVES ALL ERRORS AND RIGHTS OF APPEAL, AS WELL AS RIGHTS TO STAY OF EXECUTION AND EXEMPTION OF PROPERTY, IN ANY ACTION TO ENFORCE
ITS LIABILITY HEREON.


 




    	 



    	 



    

 


EACH BORROWER HEREBY ACKNOWLEDGES AND AGREES THAT SUCH BORROWER’S
REASONABLE EXPECTATION WITH RESPECT TO THE AUTHORIZATION GRANTED PURSUANT TO ANY WARRANT OF ATTORNEY OR POWER OF ATTORNEY
HEREUNDER, IS THAT LENDER OR ITS ATTORNEY MAY CONFESS JUDGMENT AS SET FORTH HEREIN, SEEK TO FORECLOSE ON COLLATERAL AND TAKE ALL
OTHER ACTIONS WITH RESPECT TO THE EXERCISE OF LENDER'S RIGHTS HEREUNDER.  EACH BORROWER HEREBY WAIVES ALL OTHER DUTIES OF
LENDER THAT MAY ARISE UNDER 20 PA. C.S.A. §5601.3(b). EACH BORROWER HEREBY REMISES, RELEASES, AND FOREVER DISCHARGES, AND
WAIVES ALL CLAIMS, CAUSES OF ACTION AND ANY OTHER RIGHTS AGAINST, METRO BANK AND ITS PREDECESSORS, LEGAL REPRESENTATIVES, PAST
AND PRESENT PARENT COMPANIES, SUBSIDIARIES, AGENTS, EMPLOYEES, SERVANTS, INSURERS, ATTORNEYS, OFFICERS, DIRECTORS, STOCKHOLDERS,
AFFILIATES, AFFILIATE COUNTERPARTIES, SUCCESSORS IN INTEREST, AND ASSIGNS  OF AND FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES,
FEES, AND COSTS, SUMS OF MONEY, RIGHTS, CAUSES OF ACTIONS, OBLIGATIONS AND LIABILITIES OF ANY KIND OR NATURE WHATSOEVER INCLUDING
ATTORNEYS’ FEES, ARISING UNDER OR RELATING TO ANY DUTIES OF AN AGENT UNDER 20 PA. C.S.A. §5601.3 OR OTHERWISE.


 


[signature page follows]


 




    	 



    	 



    

 


IN WITNESS WHEREOF, and
intending to be legally bound hereby, each Borrower has executed these presents the day and year first above written.


 


	 	A. D. COMPUTER CORPORATION
	 	 	 
	 	By:	/s/ Gregory M. Krzemien
	 	Name: 	Gregory M. Krzemien
	 	Title:	Treasurer
	 	 	 
	 	PAYROLL TAX FILING SERVICES, INC.
	 	 	 
	 	By:	/s/ Gregory M. Krzemien
	 	Name: 	Gregory M. Krzemien
	 	Title:	Treasurer


 





[Signature Page to Revolver Note]