12,000,000 Units UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • August 15th, 2011 • Universal Business Payment Solutions Acquisition Corp • Blank checks • New York
Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative, with such other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
ContractWarrant Subscription Agreement • August 15th, 2011 • Universal Business Payment Solutions Acquisition Corp • Blank checks • New York
WARRANT SUBSCRIPTION AGREEMENT, dated as of May 13, 2011 (this “Agreement”), by and between Fred R. Adams, (the “Purchaser”), and Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation (the “Company”).
May 13, 2011 Universal Business Payment Solutions Acquisition Corporation Radnor Financial Center Radnor, Pennsylvania 19087 EarlyBirdCapital, Inc. New York, New York 10016 Re: Initial Public Offering Gentlemen:Letter Agreement • August 15th, 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
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 15th, 2011 • Universal Business Payment Solutions Acquisition Corp • Blank checks • New York
ContractWarrant Agreement • August 15th, 2011 • Universal Business Payment Solutions Acquisition Corp • Blank checks • New York
WARRANT AGREEMENT, dated as of May 13, 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”)
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 15th, 2011 • Universal Business Payment Solutions Acquisition Corp • Blank checks • New York
STOCK PURCHASE AGREEMENT, dated as of March 29, 2011 (this “Agreement”), by and between Universal Business Payment Solutions Acquisition Corporation, a Delaware Corporation (the “Company”), Peter Davidson (the “Seller”) and Bipin C. Shah (the “Purchaser”).
May 13, 2011Letter Agreement • August 15th, 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
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 15th, 2011 • Universal Business Payment Solutions Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of May 13, 2011 (“Agreement”), by and among UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION., a Delaware corporation (“Company”), the undersigned individual whose name appears listed under the heading “Initial Stockholder” on the signature page hereto (each an “Initial Stockholder” and collectively as scheduled on Exhibit A, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION May 9, 2011Universal Business Payment Solutions Acquisition Corp • August 15th, 2011 • Blank checks • New York
Re: Initial Public OfferingLetter Agreement • August 15th, 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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 15th, 2011 • Universal Business Payment Solutions Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 13th day of May, 2011, by and among Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation (the “Company”), and the undersigned party whose name appears listed under the heading “Investor” on the signature page hereto (each, an “Investor” and collectively as scheduled on Exhibit A, the “Investors”).
ContractWarrant Subscription Agreement • August 15th, 2011 • Universal Business Payment Solutions Acquisition Corp • Blank checks • New York
WARRANT SUBSCRIPTION AGREEMENT, dated as of May 13, 2011 (this “Agreement”), by and between EarlyBirdCapital, Inc., Rodman and Renshaw, LLC, Cohen and Company Capital Markets, LLC, Maxim Group LLC and I-Bankers Securities, Inc. (each, a “Purchaser”; and together the “Purchasers”), and Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation (the “Company”).
