0001144204-11-018004 Sample Contracts

Contract
Warrant Agreement • March 29th, 2011 • Universal Business Payment Solutions Acquisition Corp • Blank checks • New York

WARRANT AGREEMENT, dated as of , 2011, (the “Agreement”), by and between Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation, with offices located at Radnor Financial Center, 150 North Radnor-Chester Road, Suite F-200, Radnor, Pennsylvania 19087 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).

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Universal Business Payment Solutions Acquisition Corporation Radnor Financial Center Radnor, Pennsylvania 19087 EarlyBirdCapital, Inc. New York, New York 10016
Underwriting Agreement • March 29th, 2011 • Universal Business Payment Solutions Acquisition Corp • Blank checks • New York

This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or to be entered into by and between Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering are being registered pursuant to a registration statement on Form S-1 (the “Registration Statement”) and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are define

Form of Rule 10b5-1 Stock Purchase Plan
Rule 10b5-1 Stock Purchase Plan • March 29th, 2011 • Universal Business Payment Solutions Acquisition Corp • Blank checks

This Rule 10b5-1 Stock Purchase Plan (this “Purchase Plan”), is entered into on ______, 2011 by and between [ ], a [ ] corporation (“Broker”) and Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation (the “Company”).

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