Exhibit 10.5


  


VICTORY
ACQUISITION CORP.


2100
McKinney Ave, Suite 1675


Dallas,
TX 75201


 


[●],
2021


 


Victory
Acquisition Sponsor, LLC 


2100
McKinney Ave, Suite 1675





Dallas,
TX 75201


 


Ladies
and Gentlemen:


 


This
letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the
registration statement (the “Registration Statement”) for the initial public offering (the “IPO”)
of the securities of Victory Acquisition Corp. (the “Company”) and continuing until the earlier of (i)
the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described
in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”),
Victory Acquisition Sponsor, LLC (the “Sponsor”) shall take steps directly or indirectly to make available
to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time,
situated at 2100 McKinney Ave, Suite 1675, Dallas, Texas 75201 (or any successor location). In exchange therefore, the Company
shall pay Sponsor or one of its affiliates a sum of $10,000 per month on the Effective Date and continuing monthly thereafter
until the Termination Date. Sponsor hereby agrees that it does not have any right, title, interest or claim of any kind (a “Claim”)
in or to any monies that may be set aside in a trust account (the “Trust Account”) that may be established
upon the consummation of the IPO and hereby irrevocably waives any Claim it may have in the future as a result of, or arising
out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any
reason whatsoever.


 


This
letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and
supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent
they relate in any way to the subject matter hereof or the transactions contemplated hereby.


 


This
letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed
by the parties hereto.


 


The
parties may not assign this letter agreement and any of their rights, interests, or obligations hereunder without the consent
of the other party.


 


This
letter agreement shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New
York, without giving effect to its choice of laws principles that will apply the laws of another jurisdiction.


 


This
letter agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same agreement. Only one such counterpart signed by the party against whom
enforceability is sought needs to be produced to evidence the existence of this letter agreement. Signatures to this letter agreement
transmitted via facsimile or e-mail shall be valid and effective to bind the party so signing (including any electronic signature
covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act
or other applicable law, e.g., www.docusign.com).







     


     


    



[Signature
Page Follows]






    2 


     


    



	 	Very
truly yours,
	 	 	 
	 	VICTORY
ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:  Jeffrey
Schramm 

        Title:    Chief
        Financial Officer

        




 


[Signature Page to Administrative Services Agreement]







     


     


    

AGREED
TO AND ACCEPTED BY:


 


VICTORY
ACQUISITION SPONSOR, LLC


 


	By:	 	 
	 	Name:   David
    Levinson

    Title:     Corporate Secretary	 



 






[Signature Page to Administrative Services Agreement]