AGREEMENT AND PLAN OF MERGER by and among UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION, ADC MERGER SUB, INC., AD COMPUTER CORPORATION PAYROLL TAX FILING SERVICES, INC. THE STOCKHOLDERS OF SELLER ENTITIES and STOCKHOLDERS'...Merger Agreement • August 10th, 2012 • Universal Business Payment Solutions Acquisition Corp • Blank checks • Delaware
This Agreement and Plan of Merger (this "Agreement") is dated as of July 6, 2012, among UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION, a Delaware corporation ("Parent"), ADC MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), AD COMPUTER CORPORATION, a Pennsylvania Corporation ("ADC"), PAYROLL TAX FILING SERVICES, INC., a Pennsylvania corporation ("PTFS" and together with ADC, hereinafter collectively called "Sellers" or the "Seller Entities"), and CAROL AND C. NICHOLAS ANTICH AS JOINT TENANTS, C. NICHOLAS ANTICH, CAROL ANTICH, ERIC ANTICH, LYNN MCCAUSLAND, the B N MCCAUSLAND TRUST and JOEL E. SERFASS (collectively, the "Stockholders" and together with Sellers, the "Seller Agreement Parties"), and C. NICHOLAS ANTICH, as representative of the Stockholders (the "Representative").
