To vote your shares or, if you wish to attend the meeting and vote in person, obtain a proxy from your broker or bank. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how Your vote in person at the special meeting. If you are a stockholder of record of Victory common stock, you may also cast You are urged to complete, sign, date and return the enclosed proxy card as soon as possible. To ensure your representation at the special meeting, however, Proposals are fair to and in the best interests of Victory and its stockholders and unanimously recommends that you vote or give instruction to vote в€їORВ” the approval of all of the proposals.ДЄll Victory stockholders are cordially invited to attend the special meeting in person.

Only holders of record of Victory common stock at the close of business on Apare entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements ofДЄfter careful consideration, VictoryВ’s board of directors has determined that the merger proposal and the other These items of business are described in the attached proxy statement/prospectus, which you are encouraged to read in its entirety before (5) to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permitДЇurther solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, Victory is not authorized to consummate the mergerВ В—В this proposal is referred to as the В“adjournment proposal.В” The annual meeting to be held in 2011 and three will serve until the annual meeting to be held in 2012 and, in each case, until their successors are elected and qualified В— we refer to this proposal as the В“director election (4) to elect six directors to VictoryВ’s board of directors, of whom two will serve until the annual meeting to be held in 2010, one will serve until (3) to consider and vote upon a proposal to approve the 2009 Stock Incentive Plan (an equity-based performance equity plan) В— this proposal is referred to as the В“stock plan proposalВ” Number that VictoryВ’s board of directors believes are immaterial В— we refer to these proposals collectively as the В“charter amendment proposalsВ”

To approve amendments to the amended and restated certificate of incorporation of Victory to (i)В change the name of Victory from В“Victory Acquisition Corp.В” to В“TouchTunes Corporation В” (ii)В increase the number ofДЄuthorized shares of VictoryВ’s common stock from 85,000,000 shares to 300,000,000 shares (iii)В change VictoryВ’s corporate existence to perpetual (iv)В incorporate the classification of directors that would result from theД®lection of directors in the manner described in the director election proposal described below (v)В remove provisions that will no longer be applicable to Victory after the merger and (vi)В make certain other changes in terms, gender and

(2) to consider and vote upon separate proposals VictoryВ В—В this proposal is referred to as the В“merger proposalВ” Significant stockholder of TouchTunes (В“VantagePointВ”), which, among other things, provides for the merger of Merger Sub with and into TouchTunes with TouchTunes being the surviving entity and becoming a wholly owned subsidiary of (В“Merger SubВ”), TouchTunes Corporation (В“TouchTunesВ”) and VantagePoint CDP Partners, L.P., a

Proposal to approve the Agreement and Plan of Reorganization, dated as of March 23, 2009, among Victory, VAC Merger Sub, Inc. You are cordially invited to attend the meeting, which will be held for the following purposes: eastern time, on April 23, 2009, at the offices of Graubard Miller, VictoryВ’s counsel, at The Chrysler Building, 405 Lexington Avenue, 19th Floor, New York, New YorkДЎ0174. (В“VictoryВ”), a Delaware corporation, will be held at 10:00 a.m. NOTICE IS HEREBY GIVEN that the special meeting of stockholders of Victory Acquisition Corp. NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

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