VRY Victory Acquisition Corp

Victory Acquisition Corp. (�Victory�) (NYSE Amex: VRY) announced that Eric J. Watson, Victory�s chairman of the board and treasurer, and Jonathan J. Ledecky, Victory�s president and secretary, have entered into agreements with third party stockholders of Victory (�Holders�) to transfer to the Holders certain shares of Victory�s common stock owned by Messrs. Watson and Ledecky and currently held in escrow. Such shares will be released from escrow and transferred to the Holders upon consummation of the previously announced merger agreement between Victory and TouchTunes Corporation (�TouchTunes�) pursuant to which TouchTunes will become a wholly-owned subsidiary of Victory following approval of the merger by Victory�s stockholders (the �Merger�). A full description of the Merger is contained in Victory�s definitive proxy statement/prospectus (�Proxy Statement�).

The Holders have voted the shares owned by them in favor of the Merger and the other proposals set forth in the Proxy Statement. Victory has agreed that, no later than 15 days after consummation of the Merger, it will file a registration statement covering the resale by the Holders of the shares transferred to them and use its best efforts to have such registration statement declared effective by the Securities and Exchange Commission as soon as possible.

In consideration of the foregoing transfers, Messrs. Watson and Ledecky will be entitled to receive a certain number of shares of Victory�s common stock if the combined company�s earnings before interest, taxes, depreciation and amortization ("EBITDA") exceeds an aggregate of $50 million for any two consecutive quarters during the period ending on the fifth anniversary of the closing of the�Merger (the "EBITDA Target"). If the EBITDA Target is not met, Messrs. Watson and Ledecky will not receive any shares.

As previously announced, Victory currently believes that the present holders of 20% or more of the shares of common stock issued in Victory�s IPO (�Public Shares�) have the intention to vote against the Merger and seek conversion of their Public Shares into cash in accordance with Victory�s amended and restated certificate of incorporation. If such event were to occur, the Merger could not be completed. To attempt to preclude such event, Victory has negotiated, and is in the process of negotiating additional, arrangements to provide for the purchase of up to approximately 18 million Public Shares from the holders of Public Shares who indicated their intention to vote against the Merger and seek conversion or otherwise wish to sell their Public Shares. Such purchases will be consummated at or immediately after the closing of the Merger using funds currently held in Victory�s trust account. There is no assurance, however, that Victory will be able to enter into such additional arrangements in order to preclude such event.

If the Merger is unable to be consummated, Victory will be required to liquidate. Pursuant to the Delaware General Corporation Law (�DGCL�), Victory will be required to pay or make reasonable provision for all existing claims and obligations, including all contingent, conditional, or unmatured contractual claims known to Victory, and to make such provision as will be reasonably likely to be sufficient to provide compensation for any claims that have not been made known to Victory or that have not arisen but that, based on facts known to Victory at this time, are likely to arise or to become known to Victory within 10 years after such date. Accordingly, Victory cannot make any assurance as to when such plan will be completed and when liquidation distributions will be made. As a result, liquidation distributions could take up to 60 days to be completed.

Investors and security holders may obtain a free copy of the definitive proxy statement/prospectus and other documents filed by Victory at the Securities and Exchange Commission�s web site at www.sec.gov.

Forward Looking Statements

This press release includes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Victory's management, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements.

The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: approval of the merger by the stockholders of the companies; the number and percentage of Victory stockholders voting against the proposed merger and seeking conversion; the number and percentage of Victory�s stockholders abstaining from any vote; as well as other relevant risks detailed in Victory's filings with the Securities and Exchange Commission. The information set forth herein should be read in light of such risks. Victory assumes no obligation to update the information contained in this press release.

Not a Proxy Statement

This press release is not a proxy statement or a solicitation of proxies from the holders of common stock of Victory and does not constitute an offer of any securities of Victory for sale. Any solicitation of proxies will be made only by the definitive proxy statement/prospectus of Victory that was mailed to all stockholders of record as of April 7, 2009. Investors and security holders of Victory are urged to read the definitive proxy statement/prospectus and appendices thereto because they contain important information about Victory and TouchTunes.

About TouchTunes Corporation

TouchTunes develops, manufactures and sells interactive digital entertainment systems that are designed to provide innovative digital entertainment content and highly-targeted advertising services to a network of approximately 38,000 out-of-home locations in North America, such as bars, restaurants, retailers and other businesses. TouchTunes� digital jukebox and other digital entertainment systems and services are provided, under a usage-based revenue model, through long-term agreements with TouchTunes� distribution channel of more than 2,800 amusement vendor operators and through direct sales to national and regional chains, primarily restaurants. TouchTunes� wholly-owned subsidiary, TouchTunes Music Corporation, introduced the world�s first digital-downloading, pay-per-play commercial jukebox in 1998 and now operates one of the largest out-of-home interactive entertainment networks in the United States. Since mid-2007, TouchTunes has expanded its entertainment network offering, through acquisitions and product development, to include a wireless, portable entertainment system, an interactive advertising platform on the jukebox and an in-location television-based advertising and content solution. For further information on TouchTunes, please visit www.touchtunes.com.

About Victory Acquisition Corp.

Victory Acquisition Corp. is a specified purpose acquisition company formed by veteran investors and entrepreneurs Jonathan Ledecky and Eric Watson for the purpose of effecting a merger, capital stock exchange, asset acquisition or similar business combination with an operating business. Victory raised $330 million in an initial public offering in April 2007. Victory has 40.5 million shares outstanding along with 38 million warrants convertible into shares at an exercise price of $7.50. It currently has approximately $330 million held in a trust account. For further information on Victory Acquisition Corp. please go to www.victoryacq.com

The information on Victory�s website is not, and shall not be deemed to be, a part of this notice or incorporated in filings either Victory or TouchTunes makes with the SEC.

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