Exhibit 10.2
General Form (Non Executive
Officers and Directors)
LOCK-UP AGREEMENT
March ,
2009
Victory Acquisition Corp.
970 West Broadway
PMB 402
Jackson, Wyoming 83001
TouchTunes Corporation
3 Commerce Place, 4th Floor
Verdun, Quebec, H3E 1H7
CANADA
Re: Securities Issued in Business
Combination with Victory Acquisition Corp.
Ladies and Gentlemen:
In connection with the Agreement and
Plan of Reorganization, dated as of March ,
2009, by and among Victory Acquisition Corp.
(“Parent”), VAC Merger Sub. Inc., TouchTunes
Corporation, and VantagePoint CDP Partners, L.P. (the “Merger
Agreement”), to induce Parent to enter into the Merger
Agreement and consummate the Merger (as defined in the Merger
Agreement), the undersigned agrees to, neither directly nor
indirectly, during the “Restricted Period” (as
hereinafter defined):
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(1)
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sell or offer
or contract to sell or offer, grant any option or warrant for the
sale of, assign, transfer, pledge, hypothecate, or otherwise
encumber or dispose of (all being referred to as a
“Transfer”) any legal or beneficial interest in any
shares of stock, $.0001 par value, of Parent (“Parent Common
Stock”), owned by the undersigned immediately following the
Merger (including all Merger Shares) or otherwise received in
connection with the Merger as contemplated by the Merger Agreement
(the “Restricted Securities”), or
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(2)
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enter into any
swap or any other agreement or any transaction that transfers, in
whole or in part, directly or indirectly, the economic consequence
of ownership of any of the Restricted Securities, whether such swap
transaction is to be settled by delivery of any Restricted
Securities or other securities of any person, in cash or
otherwise,
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As used herein, “Restricted
Period” means the period commencing on the Closing Date (as
defined in the Merger Agreement) and ending on the 18 month
anniversary of the consummation of the Merger.
Notwithstanding the foregoing, after
the 12 month anniversary of the Closing Date, the undersigned may
transfer, prior to the end of the Restricted Period, that portion
of the Restricted Securities in such quantity, in such manner and
to such persons which the board of directors of Parent may consent
in writing, which consent may be withheld for any reason in the
good faith judgment of the board of directors.
It is understood that the shares of
Parent Common Stock owned by the undersigned and held in escrow
pursuant to that certain Escrow Agreement (as defined in the Merger
Agreement) shall be considered part of the “Restricted
Securities” and shall, for purposes of calculating the number
of Restricted Securities the undersigned is entitled to Transfer
hereunder, be entirely included in that portion of the Restricted
Securities that remain subject to the restrictions of this
Agreement.
Notwithstanding the foregoing
limitations, this Lock-Up Agreement will not prevent any Transfer
of any or all of the Restricted Securities, either during the
undersigned’s lifetime or on the undersigned’s death,
by gift, will or intestate succession, or by judicial decree, to a
Permitted Transferee. A “Permitted Transferee” means
any
of the undersigned’s “family
members” (as defined below) or trusts, family limited
partnerships and similar entities formed primarily for the benefit
of the undersigned or the undersigned’s “family
members;” provided, however, that) it shall be a condition to
such Transfer that the Permitted Transferee execute an agreement
stating that the transferee is receiving and holding the Restricted
Securities subject to the provisions of this Lock-Up Agreement, and
other than to return the Restricted Securities to the former
ownership, there shall be no further Transfer of the Restricted
Securities except in accordance with this Lock-Up Agreement. For
purposes of this sub-paragraph, “family member” shall
mean spouse, lineal descendants, stepchildren, father, mother,
brother or sister of the transferor or of the transferor’s
spouse. Also notwithstanding the foregoing limitations, in the
event the undersigned is an entity rather than an individual, this
Lock-Up Agreement will not prevent any Transfer of any or all of
the Restricted Securities to the shareholders of such entity, if it
is a corporation, to the members of such entity, if it is a limited
liability company, or to the partners in such entity, if it is a
partnership; provided, however, that it shall be a condition to the
Transfer that the transferee execute an agreement stating that the
transferee is receiving and holding the Restricted Securities
subject to the provisions of this Lock-Up Agreement, and other than
to return the Restricted Securities to the former ownership, there
shall be no further Transfer of the Restricted Securities in
accordance with this Lock-Up Agreement.
The undersigned hereby authorizes
Parent’s transfer agent to apply to any certificates
representing Restricted Securities issued to the undersigned the
appropriate legend to reflect the existence and general terms of
this Lock-up Agreement.
This Lock-up Agreement will be
legally binding on the undersigned and
