INVESTMENT MANAGEMENT TRUST AGREEMENT
This
Agreement is made as of ________________, 2011 by and between Universal Business
Payment Solutions Acquisition Corporation (the “Company”), its principal office
located at Radnor Financial Center, 000 Xxxxx Xxxxxx-Xxxxxxx Xxxx, Xxxxx X-000,
Xxxxxx, Xxxxxxxxxxxx 00000, and Continental Stock Transfer & Trust Company
(the “Trustee”) located at 00 Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000.
WHEREAS,
the Company’ s registration statement on Form S-1, No. 333-171359 (the
“Registration Statement”), for its initial public offering of securities (the
“IPO”) has been declared effective as of the date hereof (the “Effective Date”)
by the Securities and Exchange Commission (capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Registration
Statement); and
WHEREAS,
EarlyBirdCapital, Inc. (“EBC”) is acting as the representative of the
underwriters in the IPO and purchasing 720,000 warrants simultaneously with the
consummation of the Company’s IPO (the “EBC Warrants”);
WHEREAS,
certain individuals are purchasing 6,240,000 warrants in a private placement
occurring simultaneously with the consummation of the Company’s IPO (the
“Insider Warrants”); and
WHEREAS,
as described in the Registration Statement, and in accordance with the Company’s
Restated Certificate of Incorporation, $72,720,000 of the gross proceeds of the
IPO and sale of the EBC Warrants and the Insider Warrants (or
$83,196,000 if the underwriters’ over-allotment option is exercised in full)
will be delivered to the Trustee to be deposited and held in a trust account for
the benefit of the Company and the holders of the Company’ s common stock, par
value $0.001 per share, issued in the IPO as hereinafter provided (the amount to
be delivered to the Trustee will be referred to herein as the “Property”, the
stockholders for whose benefit the Trustee shall hold the Property will be
referred to as the “Public Stockholders,” and the Public Stockholders and the
Company will be referred to together as the “Beneficiaries”); and
WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the
terms and conditions pursuant to which the Trustee shall hold the
Property;
IT IS
AGREED:
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1.
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Agreements and
Covenants of Trustee. The Trustee hereby agrees and
covenants to:
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(a) Hold
the Property in trust for the Beneficiaries in accordance with the terms of this
Agreement in a segregated trust accounts (the “Trust Account”) established by
the Trustee at Xxxxxx Xxxxxxx and at a brokerage institution selected by the
Company and satisfactory to the Trustee;
(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions
set forth herein;
(c) In
a timely manner, upon the instruction of the Company, to invest and reinvest the
Property in U.S. “government securities” within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, as amended (the “1940 Act”), having a
maturity of 180 days or less and/or in any money market funds selected by the
Company meeting the conditions Rule 2a-7 promulgated under the 1940 Act, such
that the Company is not deemed an “investment company” as such term is defined
in the 1940 Act;
(d) Collect
and receive, when due, all principal and income arising from the Property, which
shall become part of the “Property,” as such term is used herein;
1
(e) Notify
the Company of all communications received by it with respect to any Property
requiring action by the Company;
(f) Supply
any necessary information or documents as may be requested by the Company in
connection with the Company’ s preparation of the tax returns for the Trust
Account;
(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when instructed by the Company and/or EBC
to do so;
(h) Render
to the Company, and to such other person as the Company may instruct, monthly
written statements of the activities of and amounts in the Trust Account
reflecting all receipts and disbursements of the Trust Account; and
(i)
Commence liquidation of the Trust Account only after and promptly after receipt
of, and only in accordance with, the terms of a letter (the “Termination
Letter”), in a form substantially similar to that attached hereto as either
Exhibit A or Exhibit B hereto, signed on behalf of the Company by its Chief
Executive Officer and Chief Administrative Officer of the Company, and complete
the liquidation of the Trust Account and distribute the Property in the Trust
Account only as directed in the Termination Letter and the other documents
referred to therein; provided, however, that in the event
that a Termination Letter has not been received by the Trustee by the close of
business on the 18-month anniversary of the effective date of the Registration
Statement (or the 21-month anniversary of the effective date of the Registration
Statement if the Company has executed a letter of intent, memorandum of
understanding or definitive agreement for a business combination within 18
months from the date of the Registration Statement) (the “Last Date”), the Trust
Account shall be liquidated in accordance with the procedures set forth in the
Termination Letter attached as Exhibit B hereto and distributed to the public
stockholders of record on the Last Date. The provisions of this Section 1(i) may
not be modified, amended or deleted under any circumstances.
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2.
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Limited Distributions
of Income from Trust
Account.
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(a) Upon
written request from the Company, which may be given from time to time in a form
substantially similar to that attached hereto as Exhibit C, the Trustee shall
distribute to the Company the amount requested by the Company to cover any
income or franchise tax obligation owed by the Company as a result of interest
or other income earned on the funds held in the Trust Account or to cover any
expenses related to working capital requirements of the Company;
(b) Upon
written request from the Company, which may be given from time to time in a form
substantially similar to that attached hereto as Exhibit D, the Trustee shall
distribute to the Company the amount requested by the Company to cover expenses
related to purchasing up to 50% of the Company’s public shares in connection
with seeking stockholder approval of an initial business combination, as defined
in the Registration Statement, pursuant to any 10b5-1 plan, to which the Company
is party, as described in the Registration Statement; and
(c) The
limited distributions referred to in Sections 2(a) above shall be made only from
income collected on the Property. Except as provided in Section 2(a)
and 2(b) above, no other distributions from the Trust Account shall be permitted
except in accordance with Section 1(i) hereof.
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3.
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Agreements and
Covenants of the Company. The Company hereby agrees and
covenants to:
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(a) Give
all instructions to the Trustee hereunder in writing, signed by the Company’s
Chairman of the Board or President. In all cases, the Company shall
provide EBC with a copy of any Termination Letters and/or any other
correspondence that it issues with respect to any proposed withdrawal from the
Trust Account at the time it issues same. In addition, except
with respect to its duties under paragraphs 1(i), 2(a) and 2(b) above, the
Trustee shall be entitled to rely on, and shall be protected in relying on, any
verbal or telephonic advice or instruction which it in good faith believes to be
given by any one of the persons authorized above to give written instructions,
provided that the Company shall promptly confirm such instructions in
writing;
2
(b) Hold
the Trustee harmless and indemnify the Trustee from and against, any and all
documented, out-of-pocket expenses, including reasonable counsel fees and
disbursements, or loss suffered by the Trustee in connection with any action,
suit or other proceeding brought against the Trustee involving any claim, or in
connection with any claim or demand which in any way arises out of or relates to
this Agreement, the services of the Trustee hereunder, or the Property or any
income earned from investment of the Property, except for expenses and losses
resulting from the Trustee’s bad faith, gross negligence or willful
misconduct. Promptly after the receipt by the Trustee of notice of
demand or claim or the commencement of any action, suit or proceeding, pursuant
to which the Trustee intends to seek indemnification under this paragraph, it
shall notify the Company in writing of such claim (hereinafter referred to as
the “Indemnified Claim”). The Trustee shall have the right to conduct
and manage the defense against such Indemnified Claim, provided, that the
Trustee shall obtain the consent of the Company with respect to the selection of
counsel, which consent shall not be unreasonably withheld. The
Trustee may not agree to settle any Indemnified Claim without the prior written
consent of the Company, which consent shall not be unreasonably
withheld. The Company may participate in such action with its own
counsel;
(c) Pay
the Trustee an initial acceptance fee of $_____ and an annual fee of $______ (it
being expressly understood that the Property shall not be used to pay such
fee). The Company shall pay the Trustee the initial acceptance fee
and first year’s fee at the consummation of the IPO and thereafter on the
anniversary of the Effective Date. The Trustee shall refund to the
Company the annual fee (on a pro rata basis) with respect to any period after
the liquidation of the Trust Fund. The Company shall not be
responsible for any other fees or charges of the Trustee except as set forth in
this Section 3(c) and as may be provided in Section 3(b) hereof (it being
expressly understood that the Property shall not be used to make any payments to
the Trustee under such Sections, except to the extent it is distributed to the
Company pursuant to Section 2);
(d) In
connection with any vote of the Company’s stockholders regarding a business
combination, as defined in the Registration Statement, provide to the Trustee an
affidavit or certificate of a firm regularly engaged in the business of
soliciting proxies and/or tabulating stockholder votes verifying the vote of the
Company’s stockholders regarding such business combination.
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4.
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Limitations of
Liability. The Trustee shall have no responsibility or
liability to:
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(a) Take
any action with respect to the Property, other than as directed in paragraphs 1
and 2 hereof, and the Trustee shall have no liability to any party except for
liability arising out of its own gross negligence or willful
misconduct;
(b) Institute
any proceeding for the collection of any principal and income arising from, or
institute, appear in or defend any proceeding of any kind with respect to, any
of the Property unless and until it shall have received instructions from the
Company given as provided herein to do so and the Company shall have advanced or
guaranteed to it funds sufficient to pay any expenses incident
thereto;
(c) Change
the investment of any Property, other than in compliance with paragraph
1(c);
(d) Refund
any depreciation in principal of any Property;
(e) Assume
that the authority of any person designated by the Company to give instructions
hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such
authority to the Trustee;
3
(f) The
other parties hereto or to anyone else for any action taken or omitted by it, or
any action suffered by it to be taken or omitted, in good faith and in the
exercise of its own best judgment, except for its bad faith, gross negligence or
willful misconduct. The Trustee may rely conclusively and shall be
protected in acting upon any order, notice, demand, certificate, opinion or
advice of counsel (including counsel chosen by the Trustee), statement,
instrument, report or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained) which is believed by the
Trustee, in good faith, to be genuine and to be signed or presented by the
proper person or persons. The Trustee shall not be bound by any
notice or demand, or any waiver, modification, termination or rescission of this
Agreement or any of the terms hereof, unless evidenced by a written instrument
delivered to the Trustee signed by the proper party or parties and, if the
duties or rights of the Trustee are affected, unless it shall give its prior
written consent thereto;
(g) Verify
the correctness of the information set forth in the Registration Statement or to
confirm or assure that any acquisition made by the Company or any other action
taken by it is as contemplated by the Registration Statement;
(h) File
information returns with the U.S. Internal Revenue Service and payee statements
with the Company, documenting the taxes payable by the Company, if any, relating
to interest earned on the Property;
(i) Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with
respect to income and activities relating to the Trust Account, regardless of
whether such tax is payable by the Trust Account or the Company (including but
not limited to income tax obligations), it being expressly understood that as
set forth in Section 2(a), if there is any income or other tax obligation
relating to the Trust Account or the Property in the Trust Account, as
determined from time to time by the Company and regardless of whether
such tax is payable by the Company or the Trust, at the written instruction of
the Company, the Trustee shall make funds available in cash from the Property in
the Trust Account an amount specified by the Company as owing to the applicable
taxing authority, which amount shall be paid directly to the Company by
electronic funds transfer, account debit or other method of payment, and the
Company shall forward such payment to the taxing authority; and
(j) Verify
calculations, qualify or otherwise approve Company requests for distributions
pursuant to Section 1(i), 2(a) or 2(b) above.
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5.
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Termination. This
Agreement shall terminate as
follows:
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(a) If
the Trustee gives written notice to the Company that it desires to resign under
this Agreement, the Company shall use its reasonable efforts to locate a
successor trustee. At such time that the Company notifies the Trustee
that a successor trustee has been appointed by the Company and has agreed to
become subject to the terms of this Agreement, the Trustee shall transfer the
management of the Trust Account to the successor trustee, including but not
limited to the transfer of copies of the reports and statements relating to the
Trust Account, whereupon this Agreement shall terminate; provided, however, that, in
the event that the Company does not locate a successor trustee within ninety
(90) days of receipt of the resignation notice from the Trustee, the Trustee may
submit an application to have the Property deposited with any court in the State
of New York or with the United States District Court for the Southern District
of New York and upon such deposit, the Trustee shall be immune from any
liability whatsoever that arises due to any actions or omissions to act by any
party after such deposit; or
(b) At
such time that the Trustee has completed the liquidation of the Trust Account in
accordance with the provisions of paragraph 1(i) hereof, and distributed the
Property in accordance with the provisions of the Termination Letter, this
Agreement shall terminate except with respect to Paragraph 3(b).
4
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6.
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Miscellaneous.
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(a) The
Company and the Trustee each acknowledge that the Trustee will follow the
procedures set forth below with respect to funds transferred from the Trust
Account. Subject to Section 3(a), in executing funds transfers, the
Trustee will rely upon the information provided by the Company, including names,
account numbers or other identifying numbers of a beneficiary, beneficiary’ s
bank or intermediary bank. Subject to Section 4(a), the Trustee shall
not be liable for any loss, liability or expense resulting from any error in an
account number or other identifying number.
(b) The
Trustee hereby waives any right, title, interest or claim of any kind (a
“Claim”) or to any monies in the Trust Account, and hereby agrees not to seek
recourse, reimbursement, payment or satisfaction for any Claim against the funds
in the Trust Account for any reason whatsoever.
(c) This
Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of New York. It may be executed in several original
or facsimile counterparts, each one of which shall constitute an original, and
together shall constitute but one instrument.
(d) This
Agreement contains the entire agreement and understanding of the parties hereto
with respect to the subject matter hereof. Except for Section 1(i)
(which may not be amended under any circumstances), this Agreement or any
provision hereof may only be changed, amended or modified by a writing signed by
each of the parties hereto; provided, however, that no
such change, amendment or modification may be made without the prior written
consent of EBC. As to any claim, cross-claim or counterclaim in any
way relating to this Agreement, each party waives the right to trial by
jury.
(e) The
parties hereto consent to the jurisdiction and venue of any state or federal
court located in the City of New York, Borough of Manhattan, for purposes of
resolving any disputes hereunder.
(f) Any
notice, consent or request to be given in connection with any of the terms or
provisions of this Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt
requested), by hand delivery or by facsimile transmission:
if to the
Trustee, to:
Continental
Stock Transfer & Trust Company
00
Xxxxxxx Xxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attn: Xxxxxx
X. Xxxxxx
Fax
No.: (000) 000-0000
if to the
Company, to:
c/o UBPS
Services, LLC
Radnor
Financial Center
000 Xxxxx
Xxxxxx-Xxxxxxx Xxxx, Xxxxx X-000
Xxxxxx,
Xxxxxxxxxxxx 00000
Attn:
Xxxxx X. Xxxx
in either
case with a copy to:
EarlyBirdCapital,
Inc.
000
Xxxxxxx Xxx.
00xx
Xxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxx Xxxxxx
5
(g) This
Agreement may not be assigned by the Trustee without the prior consent of the
Company and EBC.
(h) Each
of the Trustee and the Company hereby represents that it has the full right and
power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. The Trustee
acknowledges and agrees that it shall not make any claims or proceed against the
Trust Account, including by way of set-off, and shall not be entitled to any
funds in the Trust Account under any circumstance.
(i) Each
of the Company and the Trustee hereby acknowledge that EBC is a third party
beneficiary of this Agreement.
IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust
Agreement as of the date first written above.
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CONTINENTAL
STOCK TRANSFER & TRUST
COMPANY,
as Trustee
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By:
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Name:
Xxxxxx X. Xxxxxx
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Title: President
and Chairman of the Board
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UNIVERSAL
BUSINESS PAYMENT SOLUTIONS
ACQUISITIONS
CORPORATION
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By:
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Name:
Xxxxx X. Xxxx
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Title: Chief
Executive
Officer
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6
EXHIBIT
A
[Letterhead
of Company]
[Insert date]
Continental
Stock Transfer & Trust Company
00
Xxxxxxx Xxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attn: Xxxxxx
Xxxxxx
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Re:
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Trust Account
No.[ ]Termination
Letter
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Gentlemen:
Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Universal
Business Payment Solutions Acquisition Corporation (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of
____________, 2011(the “Trust Agreement”), this is to advise you that the
Company has entered into an agreement (the “Business Agreement”) with
___________________ (the “Target Business”) to consummate a business combination
with Target Business (a “Business Combination”) on or about [insert date]. The
Company shall notify you at least 48 hours in advance of the actual date of the
consummation of the Business Combination (the “Consummation Date”).
In
accordance with the terms of the Trust Agreement, we hereby authorize you to
commence liquidation of the Trust Account to the effect that, on the
Consummation Date, all of funds held in the Trust Account will be immediately
available for transfer to the account or accounts that the Company shall direct
on the Consummation Date.
On the
Consummation Date (i) the Company shall deliver to you written
notification that the Business Combination has been consummated (“Company
Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a
certificate] of __________________, which verifies the vote of the Company’s
stockholders in connection with the Business Combination and (b) written
instructions with respect to the transfer of the funds held in the Trust Account
(the “Instruction Letter”). You are hereby directed and authorized to
transfer the funds held in the Trust Account immediately upon your receipt of
the Company Notification and the Instruction Letter, in accordance with the
terms of the Instruction Letter. In the event that certain deposits
held in the Trust Account may not be liquidated by the Consummation Date without
penalty, you will notify the Company of the same and the Company shall direct
you as to whether such funds should remain in the Trust Account and distributed
after the Consummation Date to the Company. Upon the distribution of
all the funds in the Trust Account pursuant to the terms hereof, the Trust
Agreement shall be terminated and the Trust Account closed.
In the
event that the Business Combination is not consummated on the Consummation Date
described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then the funds held in
the Trust Account shall be reinvested as provided in the Trust Agreement on the
business day immediately following the original Consummation Date as set forth
in the notice.
A-1
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Very
truly yours,
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||
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UNIVERSAL
BUSINESS PAYMENT SOLUTIONS
ACQUISITION
CORPORATION
|
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By:
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Xxxxx
X. Xxxx, Chief Executive Officer
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By:
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||
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Xxxxx
Xxxxxxxx, Chief Administrative
Officer
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||
cc: Xxxxx
Xxxxxx, EarlyBirdCapital, Inc.
A-2
EXHIBIT
B
[Letterhead
of Company]
[Insert date]
Continental
Stock Transfer & Trust Company
00
Xxxxxxx Xxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attn: Xxxxxx
Xxxxxx
Re: Trust Account No.
[ ] Termination Letter
Gentlemen:
Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Universal
Business Payment Solutions Acquisition Corporation (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of
_________________, 2011 (the “Trust Agreement”), this is to advise you that the
Company has been unable to effect a Business Combination, as defined in the
Company’s prospectus relating to its IPO, as defined in the Trust Agreement,
with a target company within the time frame specified in the Company’s
Certificate of Incorporation, as described in the Company’s prospectus relating
to its IPO.
In
accordance with the terms of the Trust Agreement, we hereby authorize you, to
commence liquidation of the Trust Account as promptly as practicable to
stockholders of record on the Last Date (as defined in the Trust
Agreement). You will notify the Company in writing as to when all of
the funds in the Trust Account will be available for immediate transfer (the
“Transfer Date”) in accordance with the terms of the Trust Agreement and the
Restated Certificate of Incorporation of the Company. You shall
commence distribution of such funds in accordance with the terms of the Trust
Agreement and the Restated Certificate of Incorporation of the Company and you
shall oversee the distribution of the funds. Upon the distribution of
all the funds in the Trust Account, your obligations under the Trust Agreement
shall be terminated.
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Very
truly yours,
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UNIVERSAL
BUSINESS PAYMENT SOLUTIONS
ACQUISITION
CORPORATION
|
||
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By:
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||
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Xxxxx
X. Xxxx, Chief Executive Officer
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||
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By:
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||
|
Xxxxx
Xxxxxxxx, Chief Administrative
Officer
|
||
cc: Xxxxx
Xxxxxx, EarlyBirdCapital, Inc.
B-1
EXHIBIT
C
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer & Trust Company
00
Xxxxxxx Xxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attn: Xxxxxx
Xxxxxx
Re:
Trust Account
No.[ ]
Gentlemen:
Pursuant
to paragraph 2(a) of the Investment Management Trust Agreement between Universal
Business Payment Solutions Acquisition Corporation (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of
________________, 2011 (the “Trust Agreement”), the Company hereby requests that
you deliver to the Company $___________ of the income earned on the Property as
of the date hereof.
The
Company requires such funds to pay for the tax obligations as set forth on the
attached tax return or tax statement or to pay for certain working capital
obligations. In accordance with the terms of the Trust Agreement, you
are hereby directed and authorized to transfer (via wire transfer) such funds
promptly upon your receipt of this letter to the Company’s operating account
at:
[WIRE
INSTRUCTION INFORMATION]
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Very
truly yours,
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||
|
UNIVERSAL
BUSINESS PAYMENT SOLUTIONS
ACQUISITION
CORPORATION
|
||
|
By:
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||
|
Xxxxx
X. Xxxx, Chief Executive Officer
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||
|
By:
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||
|
Xxxxx
Xxxxxxxx, Chief Administrative
Officer
|
||
cc: Xxxxx
Xxxxxx, EarlyBirdCapital, Inc.
C-1
EXHIBIT
D
[Letterhead
of Company]
[Insert date]
Continental
Stock Transfer & Trust Company
00
Xxxxxxx Xxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attn: Xxxxxx
Xxxxxx
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|
Re:
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Trust Account No.
[ ]
|
Gentlemen:
Pursuant
to paragraph 2(b) of the Investment Management Trust Agreement between Universal
Business Payment Solutions Acquisition Corporation (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of
____________, 2011 (the “Trust Agreement”), the Company hereby requests that you
deliver to the Company $_______________ of the Property as of the date
hereof. The Company requires such funds to purchase up to 50% of its
public shares in connection with seeking stockholder approval of an initial
business combination. In accordance with the terms of the Trust
Agreement, you are hereby directed and authorized to transfer (via wire
transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:
[WIRE
INSTRUCTION INFORMATION]
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Very
truly yours,
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||
|
UNIVERSAL
BUSINESS PAYMENT SOLUTIONS
ACQUISITION
CORPORATION
|
||
|
By:
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||
|
Xxxxx
X. Xxxx, Chief Executive Officer
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||
|
By:
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||
|
Xxxxx
Xxxxxxxx, Chief Administrative
Officer
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||
cc: Xxxxx
Xxxxxx, EarlyBirdCapital, Inc.
D-1
EXHIBIT
E
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AUTHORIZED
INDIVIDUAL(S) FOR TELEPHONE CALL
BACK
|
AUTHORIZED
TELEPHONE
NUMBER(S)
|
|
|
Company:
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||
|
Xxxxx
X. Xxxx
Xxxxx
Xxxxxxxx
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(000)
000-0000
|
|
|
Trustee:
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||
|
Continental
Stock Transfer & Trust Company
|
[(000)
000-0000]
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E-1
