Exhibit
10.1


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by
and between Victory Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental
Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, File No. 333-253937 (the “Registration Statement”)
and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the
 “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value
$0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant, each whole warrant entitling
the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Public
Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Credit Suisse
Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives (the “Representatives”) to
the several underwriters (the “Underwriters”) named therein; and


 


WHEREAS,
simultaneously with the Public Offering, the Company’s sponsor (the “Sponsor”) will be purchasing
5,333,333 warrants (“Private Placement Warrants”) from the Company for an aggregate purchase price of
$8,000,000 up to 5,833,333 Private Placement Warrants for an aggregate purchase price of up to $8,750,000 if the underwriters’
over-allotment option is exercised in full);


 


WHEREAS,
as described in the Prospectus, $250,000,000 of the gross proceeds of the Public Offering and sale of the Private Placement Warrants
(as defined in the Underwriting Agreement) (or $287,500,000 if the Underwriters’ option to purchase additional units is
exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times
in the United States (the “Trust Account”) for the benefit of the Company and the holders of the Ordinary
Shares included in the Units issued in the Public Offering as hereinafter provided (the amount to be delivered to the Trustee
(and any interest subsequently earned thereon) is referred to herein as the “Property,” the shareholders
for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $8,750,000, or $10,062,500 if the Underwriters’
option to purchase additional units is exercised in full, is attributable to deferred underwriting discounts and commissions that
will be payable by the Company to the Underwriters upon the consummation of the Business Combination (as defined below) (the “Deferred
Discount”); and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property.



     


     

    


NOW
THEREFORE, IT IS AGREED:


 


1.             Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)               
Hold the Property in trust for the Beneficiaries
in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States at J.P. Morgan
Chase Bank N.A., (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) in the United
States, maintained by Trustee and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b)              
Manage, supervise and administer the Trust Account
subject to the terms and conditions set forth herein;


 


(c)               
In a timely manner, upon the written instruction
of the Company, invest and reinvest the Property in United States government securities within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the
conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940,
as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company;
the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest
while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn bank credits or
other consideration;


 


(d)              
Collect and receive, when due, all principal,
interest or other income arising from the Property, which shall become part of the “Property,” as such
term is used herein;


 


(e)               
Promptly notify the Company and the Representatives
of all communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f)               
Supply any necessary information or documents
as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns
relating to assets held in the Trust Account;


 


(g)              
Participate in any plan or proceeding for protecting
or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;


 


(h)              
Render to the Company monthly written statements
of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i)                
Commence liquidation of the Trust Account only
after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination
Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B,
as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or other authorized officer
of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including
interest and other income earned on the funds held in the Trust Account and not previously released to the Company to pay its
income taxes (less up to $100,000 of interest to pay dissolution expenses) only as directed in the Termination Letter and the
other documents referred to therein, or (y) upon the date which is the later of (1) 24 months after the closing of the Public
Offering and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s
amended and restated memorandum and articles of association, if a Termination Letter has not been received by the Trustee prior
to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination
Letter attached as Exhibit B and the Property in the Trust Account, including interest and other income earned on the funds
held in the Trust Account and not previously released to the Company to pay its income taxes (less up to $100,000 of interest
to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date. It is acknowledged and
agreed that there should be no reduction in the principal amount per share initially deposited in the Trust Account;



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(j)                
Upon written request from the Company, which
may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax
Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest
and other income earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result of
assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company
by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing
authority, so long as there is no reduction in the principal amount per share initially deposited in the Trust Account; provided,
however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall
liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution (it
being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from
the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company
is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;


 


(k)              
Upon written request from the Company, which
may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder
Redemption Withdrawal Instruction”), the Trustee shall distribute to the remitting brokers on behalf of Public Shareholders
redeeming Ordinary Shares the amount required to pay redeemed Ordinary Shares from Public Shareholders pursuant to the Company’s
amended and restated memorandum and articles of association; and


 


(l)                
Not make any withdrawals or distributions from
the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 


2.             Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)               
Give all instructions to the Trustee hereunder
in writing, signed by the Company’s Chief Executive Officer, Chief Financial Officer or other authorized officer of the
Company. In addition, except with respect to its duties under Sections 1(i), (j) or (k) hereof, the
Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which
it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions,
provided that the Company shall promptly confirm such instructions in writing;



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(b)              
Subject to Section 4 hereof, hold
the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements,
or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit
or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way
arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest and other income
earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct.
Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding,
pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company
in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have
the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the
consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee
may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be
unreasonably withheld. The Company may participate in such action with its own counsel;


 


(c)               
Pay the Trustee the fees set forth on Schedule
A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall
be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to
pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k) hereof.
The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the
Public Offering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any
period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee
except as set forth in this Section 2(c) and as may be provided in Section 2(b) hereof;


 


(d)              
In connection with any vote of the Company’s
shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee
an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such shareholders
regarding such Business Combination;


 


(e)               
Provide the Representatives with a copy of any
Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from
the Trust Account promptly after it issues the same;


 


(f)               
Unless otherwise agreed between the Company and
the Representatives, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination
Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts
directed by the Representatives on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to
the Company or any other person;



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(g)              
Instruct the Trustee to make only those distributions
that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted
under this Agreement;


 


(h)              
If the Company seeks to amend any provisions
of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s
obligation to allow redemption in connection with its Business Combination or to redeem 100% of the Company’s Ordinary Shares
if it has not completed a Business Combination within 24 months from the closing date of the Public Offering or (B) with
respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”),
the Company will provide the Trustee with an amendment notification letter in the form of Exhibit D providing
instructions for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such
Amendment; and


 


(i)                
Within five (5) business days after the
Underwriters exercise their option to purchase additional units (or any unexercised portion thereof) or such option to purchase
additional units expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount.


 


3.             Limitations of Liability. The Trustee shall have no responsibility or liability to:


 


(a)               
Imply obligations, perform duties, inquire or
otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set
forth herein;


 


(b)              
Take any action with respect to the Property,
other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for
liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c)               
Institute any proceeding for the collection of
any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the
Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the
Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d)              
Change the investment of any Property, other
than in compliance with Section 1 hereof;


 


(e)               
Refund any depreciation in principal of any Property;


 


(f)               
Assume that the authority of any person designated
by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless
the Company shall have delivered a written revocation of such authority to the Trustee;



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(g)              
The other parties hereto or to anyone else for
any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s
best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel
chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document
(not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability
of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to
be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver,
modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument
delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless
it shall give its prior written consent thereto;


 


(h)              
Verify the accuracy of the information contained
in the Registration Statement;


 


(i)                
Provide any assurance that any Business Combination
entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;


 


(j)                
File information returns with respect to the
Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting
the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(k)              
Prepare, execute and file tax reports, income
or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account,
regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations,
except pursuant to Section 1(j) hereof; or


 


(l)                
Verify calculations, qualify or otherwise approve
the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.


 


4.             Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely
against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5.             Termination. This Agreement shall terminate as follows:


 


(a)               
If the Trustee gives written notice to the Company
that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending
which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee
that a successor trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the
Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer
of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided,
however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt
of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court
in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit,
the Trustee shall be immune from any liability whatsoever; or



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(b)              
At such time that the Trustee has completed the
liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof and
distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with
respect to Section 2(b).


 


6.           
Miscellaneous.


 


(a)               
The Company and the Trustee each acknowledge
that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account.
The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized
persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee
shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying
information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of
the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or
expense resulting from any error in the information or transmission of the funds.


 


(b)              
This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would
result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several original
or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument. Signatures
to this 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).


 


(c)               
This Agreement contains the entire agreement
and understanding of the parties hereto with respect to the subject matter hereof. Except for Section 1(i), 1(j)
and 1(k) hereof (which sections may not be modified, amended or deleted without the affirmative vote of sixty-five
percent (65%) of the then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company,
voting together as a single class; provided that no such amendment will affect any Public Shareholder who has properly
elected to redeem his or her Ordinary Shares in connection with a shareholder vote to amend this Agreement (A) to modify the substance
or timing of the Company’s obligation to provide for the redemption of the Ordinary Shares in connection with an initial
Business Combination or an Amendment or to redeem 100% of its Ordinary Shares if the Company does not complete its initial Business
Combination within the time frame specified in the Company’s amended and restated memorandum and articles of association
or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares), this Agreement or any
provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by
each of the parties hereto.



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(d)              
The parties hereto consent to the jurisdiction
and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes
hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO
TRIAL BY JURY.


 


(e)               
Any notice, consent or request to be given in
connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar
private courier service, by certified mail (return receipt requested), by hand delivery or by electronic mail:


 


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004 


		Attn: 	Francis Wolf & Celeste Gonzalez






		Email: 	fwolf@continentalstock.com 

cgonzalez@continentalstock.com



 


if
to the Company, to:


 


Victory
Acquisition Corp.


2100
McKinney Ave, Suite 1675


Dallas,
TX 75201 


		Attn:	 James Lites






		Email:	jlites@victoryacquisitioncorp.com



 


in
each case, with copies (which shall not constitute notice) to:


 


Kirkland &
Ellis LLP

609 Main Street

Houston, Texas 77002





		Attn: 	Matthew Pacey






		E-mail: 	matt.pacey@kirkland.com



 


and


 


Credit
Suisse Securities (USA) LLC

Eleven Madison Avenue 


New
York, New York 10010-3629


		Attn: 	IB-Legal






		Facsimile:	(212) 325-4296 



 



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and


 


Wells
Fargo Securities, LLC

500 West 33rd Street 


New
York, New York, 10001


		Attn: 	Equity Capital Markets Syndicate






		Email:	richard.tobin@wellsfargo.com
and

 karin.kringen@wellsfargo.com



 


and


 


Shearman
 & Sterling LLP 


599
Lexington Avenue 


New
York, New York 10022 


		Attn.:	Merritt
Johnson






		Email:	merritt.johnson@shearman.com



 


and


 


Shearman
 & Sterling LLP

800 Capital Street, Suite 2200 


Houston,
Texas 77002


		Attention:	William
B. Nelson and Emily Leitch






		Email:	bill.nelson@shearman.com
                                         

                                         emily.leitch@shearman.com




 


(f)               
Each of the Company and the Trustee hereby represents
that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations
as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust
Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.


 


(g)              
This Agreement is the joint product of the Trustee
and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties
and shall not be construed for or against any party hereto.


 


(h)              
This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and
the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute
valid and sufficient delivery thereof.



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(i)                
Each of the Company and the Trustee hereby acknowledges
and agrees that the Representatives on behalf of the Underwriters are third-party beneficiaries of this Agreement.


 


(j)                
Except as specified herein, no party to this
Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature
Page Follows]




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IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


		CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, 

as Trustee



 


		By:	 
		Name:	Francis
                                         Wolf
		Title:	Vice
                                         President



 


		VICTORY
ACQUISITION CORP.



 


		By:	 
		Name:	James
                                         Lites
		Title:	Chief
                                         Executive Officer



 




     


     

    

SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	3,500.00	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i),(j), and (k)	 	Billed by Trustee to Company under Section 1	 	$	250.00	 
	Managing the deposits of additional Property into the Trust Account following the initial extension 24 months after closing of the offering pursuant to Section 1(i)	 	Billed to Company monthly upon delivery of service pursuant to Section 1(i)	 	$	400.00	 
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed
to Company upon delivery of service pursuant to Section 1

	 	 	Prevailing
rates 
	 





     


     

    

EXHIBIT A


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf & Celeste Gonzalez


 


		Re:	Trust
Account - Termination Letter



 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Victory Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [●], 2021 (the
 “Trust Agreement”), this is to advise you that the Company has entered into an agreement with                     
(the “Target Business”) to consummate a business combination with Target Business (the “Business
Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours
in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the
 “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth
in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust
Account, and to transfer the proceeds into the trust operating account at JPMorgan Chase Bank, N.A. to the effect that, on the
Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts
that the Representatives (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is
acknowledged and agreed that while the funds are on deposit in said trust operating account at JPMorgan Chase Bank, N.A. awaiting
distribution, neither the Company nor the Representatives will earn any interest or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination
has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed
by the Company (the “Notification”), and (ii) the Company shall deliver to you (a) a certificate
by the Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company, which verifies that the Business
Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b) joint written instruction
signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment
of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed
and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction
Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may
not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to
the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related
to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.



     


     


    


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have
not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written
instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the
Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter
as possible.


 


		Very truly yours,

                                                    

                                                   Victory Acquisition Corp.




 


		By:	 
		Name:	
		Title:	



 


 


	cc:	Credit
Suisse Securities (USA) LLC and Wells Fargo Securities, LLC





    14 


     


    

EXHIBIT B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf & Celeste Gonzalez


 


		Re:	Trust
                                         Account - Termination Letter



 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Victory Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021
(the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business
combination with a target business (the “Business Combination”) within the time frame specified in the
Company’s Amended and Restated Memorandum and Articles of Association, as described in the Company’s Prospectus relating
to the Public Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account
and to transfer the total proceeds into the trust operating account at J.P. Morgan Chase Bank N.A. to await distribution to the
Public Shareholders. The Company has selected                     
as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share
of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while
on deposit in the trust operating account. You agree to be the Paying Agent of record and, in your separate capacity as Paying
Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the
Trust Agreement and the Amended and Restated Memorandum and Articles of Association of the Company. Upon the distribution of all
the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations
under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust
Agreement.


 


		Very
truly yours,
	 	 
		Victory
Acquisition Corp.



 


		By:	 
		Name:	
		Title:	



 


	cc:	Credit
Suisse Securities (USA) LLC and Wells Fargo Securities, LLC





     


     

    

EXHIBIT C


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf & Celeste Gonzalez


 


		Re:	Trust
                                         Account - Tax Payment Withdrawal Instruction



 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Victory Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021
(the “Trust Agreement”), the Company hereby requests that you deliver to the Company $                    
of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have
the meanings set forth in the Trust Agreement.


 


The
Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance
with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly
upon your receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 





		Very
truly yours,
	 	 
		Victory
Acquisition Corp.


 


		By:	 
		Name:	
		Title:	



 


	cc:	Credit
Suisse Securities (USA) LLC and Wells Fargo Securities, LLC





     


     

    

EXHIBIT D


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf & Celeste Gonzalez


 


		Re:	Trust
                                         Account - Shareholder Redemption Withdrawal Instruction



 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement between Victory Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021
(the “Trust Agreement”), the Company hereby requests that you deliver to the Company’s shareholders
$                    
of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein
shall have the meanings set forth in the Trust Agreement.


 


Pursuant
to Section 1(k) of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance
with the terms of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer
$[●] of the proceeds of the Trust Account to the trust operating account at [●] for distribution to the shareholders
that have requested redemption of their shares in connection with such Amendment.


 

		Very
truly yours,
	 	 
		Victory
Acquisition Corp.


 


		By:	 
		Name:	
		Title:	


 


	cc:	Credit
Suisse Securities (USA) LLC and Wells Fargo Securities, LLC