REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 10th, 2007 • Victory Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2007, by and among Victory Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Common Stock Warrants Underwriting AgreementVictory Acquisition Corp • April 10th, 2007 • Blank checks • New York
Victory Acquisition Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as sole representative, an aggregate of 25,000,000 Units of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”).
WARRANT AGREEMENTWarrant Agreement • March 9th, 2007 • Victory Acquisition Corp • Blank checks • New York
Agreement made as of , 2007 between Victory Acquisition Corp., a Delaware corporation, with offices at 7 Times Square, 17th Floor, New York, New York 10036 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 9th, 2007 • Victory Acquisition Corp • Blank checks • New York
This Agreement is made as of , 2007 by and between Victory Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Victory Acquisition Corp. New York, New York 10036 Citigroup Global Markets Inc. New York, New York 10013Underwriting Agreement • April 10th, 2007 • Victory Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Victory Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
Victory Acquisition Corp. New York, New York 10036 Citigroup Global Markets Inc. New York, New York 10013Underwriting Agreement • April 10th, 2007 • Victory Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Victory Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
THIS EMPLOYMENT AGREEMENT is entered into as of the 1st day of November 2006.Employment Agreement • March 24th, 2009 • Victory Acquisition Corp • Blank checks • Quebec
WHEREAS the Corporation wishes to retain the services of Executive to provide the services hereinafter described during the term hereinafter set out;
THIS EMPLOYMENT AGREEMENT is entered into as of the 28th day of January 2009.Employment Agreement • March 24th, 2009 • Victory Acquisition Corp • Blank checks • Quebec
NOW THEREFORE in consideration of the mutual covenants and agreements here contained and for other good and valuable consideration, the parties hereto agree as follows:
Victory Acquisition Corp. New York, New York 10036 Citigroup Global Markets Inc. New York, New York 10013Underwriting Agreement • April 10th, 2007 • Victory Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Victory Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 15 hereof.
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.
AMENDMENT NO. 2 TO PURCHASE AGREEMENTPurchase Agreement • March 24th, 2009 • Victory Acquisition Corp • Blank checks
This Amendment, dated as of September 8, 2008 (this “Amendment”), is entered into by and among TouchTunes Music Corporation, a Delaware corporation (the “Purchaser”), TouchTunes Holding Corporation, a Delaware corporation (“Holdings”), and the parties listed on Schedule A hereto (the “Amending Sellers”), for the purpose of amending the Purchase Agreement, dated as of September 24, 2007, as amended on December 6, 2007 (the “Agreement”), by and among the Purchaser, White Rabbit Game Studio, LLC, Kenneth Fedesna, Mark Loffredo, Edward Pellegrini, Edward Suchocki, William J. Federighi, Thomas M. Lotus and Dante Federighi (collectively, the “Sellers”), and Kenneth Fedesna as the Sellers’ Representative. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Agreement.
AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 26, 2008 AMONG TOUCHTUNES HOLDING CORPORATION, NBM MERGER SUB, INC. a Texas corporation and a wholly- owned subsidiary of TouchTunes Music Corporation NATIONAL BROADCAST MEDIA CORP., a Texas corporation...Agreement and Plan of Merger • March 24th, 2009 • Victory Acquisition Corp • Blank checks • New York
The Board of Directors of the Company, on the terms and subject to the conditions set forth in this Agreement, has (i) determined that the merger of Merger Sub with and into the Company (the “Merger”) is advisable and in the best interests of the Company and its shareholders (the “Company Shareholders”), (ii) approved and adopted in all respects this Agreement, the Merger and the transactions contemplated hereby and the other Transaction Agreements, and (iii) recommended approval and adoption by the Company Shareholders of this Agreement, the Merger and the transactions contemplated hereby and the other Transaction Agreements. As a result of the Merger, each issued and outstanding share of Capital Stock of the Company will be converted into the right to receive the consideration provided in this Agreement. Parent, Merger Sub, the Company and Company Shareholders’ Representative are sometimes referred to herein collectively as the “Parties.”
Victory Acquisition Corp. New York, New York 10036 Citigroup Global Markets Inc. New York, New York 10013Underwriting Agreement • April 10th, 2007 • Victory Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Victory Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
THIS EMPLOYMENT AGREEMENT is entered into as of the [8] day of September 2008.Stock Restriction Agreement • March 24th, 2009 • Victory Acquisition Corp • Blank checks • Texas
WHEREAS the Corporation has entered into an Agreement and Plan of Merger, dated as of August 26, 2008 (the “Merger Agreement”), by and between the Corporation, National Broadcast Media Corp., d/b/a Barfly Interactive Networks (“Barfly”), NMB Merger Sub, Inc., a wholly-owned subsidiary of the Corporation, and James C. Weaver as Shareholders’ Representative;
Victory Acquisition Corp. New York, New York 10036 Citigroup Global Markets Inc. New York, New York 10013Underwriting Agreement • April 10th, 2007 • Victory Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Victory Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 10th, 2007 • Victory Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of , 2007 (“Agreement”), by and among VICTORY ACQUISITION CORP., a Delaware corporation (“Company”), CULLEN INTERNATIONAL LIMITED, JONATHAN J. LEDECKY, JAY H. NUSSBAUM, KERRY KENNEDY, ROBERT B. HERSOV, EDWARD J. MATHIAS, RICHARD Y. ROBERTS, JIMMIE LEE SOLOMON, JR. and MARTIN DOLFI (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Victory Acquisition Corp. New York, New York 10036 Citigroup Global Markets Inc. New York, New York 10013Underwriting Agreement • April 10th, 2007 • Victory Acquisition Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Victory Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 15 hereof.
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):
AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • March 24th, 2009 • Victory Acquisition Corp • Blank checks • Delaware
This Amendment, dated as of December 6, 2007 (this “Amendment”), is entered into by and among TouchTunes Music Corporation, a Delaware corporation (the “Purchaser”), TouchTunes Holding Corporation, a Delaware corporation (“Holdings”), and the parties listed on Schedule A hereto (the “Amending Sellers”), for the purpose of amending the Purchase Agreement, dated as of September 24, 2007 (the “Agreement”), by and among White Rabbit Game Studio, LLC (“White Rabbit”), Kenneth Fedesna, Mark Loffredo, Edward Pellegrini, Edward Suchocki, William J. Federighi, Thomas M. Lotus and Dante Federighi (collectively, the “Sellers”), Kenneth Fedesna as the Sellers’ Representative and the Purchaser. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Agreement.
VOTING AGREEMENTVoting Agreement • March 24th, 2009 • Victory Acquisition Corp • Blank checks • Delaware
VOTING AGREEMENT, dated as of this [Closing Date] (“Agreement”), among Victory Acquisition Corp. (“Victory”), a Delaware corporation; Eric J. Watson and Jonathan J. Ledecky and each of the other directors of Victory immediately prior to consummation of the Merger (“Victory Sponsors”); VantagePoint CDP Partners, L.P. (“VantagePoint”); and certain other stockholders of TouchTunes Corporation (“TouchTunes”) who are listed on Schedule A attached hereto (“TouchTunes Stockholders” and, collectively with the Victory Sponsors, VantagePoint, the “Stockholders”). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to them in the Merger Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2009 • Victory Acquisition Corp • Blank checks • Illinois
PURCHASE AGREEMENT DATED AS OF SEPTEMBER 24, 2007 AMONG WHITE RABBIT GAME STUDIO, LLC, THE SELLERS NAMED HEREIN, KENNETH FEDESNA, AS THE SELLERS’ REPRESENTATIVE AND TOUCHTUNES MUSIC CORPORATIONPurchase Agreement • March 24th, 2009 • Victory Acquisition Corp • Blank checks • Illinois
PURCHASE AGREEMENT dated as of September 24, 2007 (this “Agreement”), among WHITE RABBIT GAME STUDIO, LLC, an Illinois limited liability company (the “Company”), KENNETH FEDESNA, MARK LOFFREDO, EDWARD PELLEGRINI, EDWARD SUCHOCKI, WILLIAM J. FEDERIGHI, THOMAS M. LOTUS and DANTE FEDERIGHI (each a “Seller” and collectively the “Sellers”), KENNETH FEDESNA, (the “Sellers’ Representative”), and TOUCHTUNES MUSIC CORPORATION, INC., a Delaware corporation (the “Purchaser”).
VICTORY ACQUISITION CORP.Victory Acquisition Corp • January 31st, 2007
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”).
Subscription AgreementSubscription Agreement • April 10th, 2007 • Victory Acquisition Corp • Blank checks
The undersigned hereby subscribes for and agrees to purchase 2,500,000 Warrants (“Insider Warrants”) at $1.00 per Insider Warrant, each to purchase one share of common stock, par value $0.0001 per share, of Victory Acquisition Corp. (the “Corporation”) at $7.50 per share for an aggregate purchase price of $2,500,000 (“Purchase Price”). The purchase and issuance of the Insider Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) which is being underwritten by Citigroup Global Markets Inc. (“Citigroup”). The Insider Warrants will be sold to the undersigned on a private placement basis and not part of the IPO.
