ESCROW AGREEMENTEscrow Agreement • March 24th, 2009 • Victory Acquisition Corp • Blank checks • New York
ESCROW AGREEMENT (“Agreement”) dated , 2009 by and among VICTORY ACQUISITION CORP (“Parent”), VANTAGEPOINT CDP PARTNERS, L.P., as the representative (the “Representative”) of all Recipients, and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as escrow agent (the “Escrow Agent”). Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.
LOCK-UP AGREEMENTVictory Acquisition Corp • March 24th, 2009 • Blank checks
In connection with the Agreement and Plan of Reorganization, dated as of March , 2009, by and among Victory Acquisition Corp. (“Parent”), VAC Merger Sub. Inc., TouchTunes Corporation, and VantagePoint CDP Partners, L.P. (the “Merger Agreement”), to induce Parent to enter into the Merger Agreement and consummate the Merger (as defined in the Merger Agreement), the undersigned agrees to, neither directly nor indirectly, during the “Restricted Period” (as hereinafter defined):
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG VICTORY ACQUISITION CORP., VAC MERGER SUB, INC., TOUCHTUNES CORPORATION AND VANTAGEPOINT CDP PARTNERS, L.P. DATED AS OF MARCH 23, 2009Agreement and Plan of Reorganization • March 24th, 2009 • Victory Acquisition Corp • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of March 23, 2009, by and among Victory Acquisition Corp., a Delaware corporation (“Parent”), VAC Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), TouchTunes Corporation, a Delaware corporation (“Company”), VantagePoint CDP Partners, L.P., a Delaware limited partnership (“Vantage” or the “Stockholder”).
