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:
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...Merger Agreement • 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.”
THIS EMPLOYMENT AGREEMENT is entered into as of the [8] day of September 2008.Employment 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;
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.
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”).
