0001193125-07-017415 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • January 31st, 2007 • Victory Acquisition Corp • 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”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • January 31st, 2007 • Victory Acquisition Corp • New York

This Agreement is made as of , 2007 by and between Victory Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).

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VICTORY ACQUISITION CORP.
Office Space Agreement • January 31st, 2007 • Victory Acquisition Corp
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