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.
