Exhibit 4.4


 


FORM OF PUBLIC WARRANT AGREEMENT

between

VICTORY ACQUISITION CORP.

and

CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


Dated as of [●], 2021


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of [●], 2021, is 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, as warrant agent (the “Warrant
Agent,” also referred to herein as the “Transfer Agent”).


 


WHEREAS, the Company is engaged in an initial public
offering (the “Offering”) of units of the Company’s equity securities,
each such unit comprised of one Class A ordinary share, par value $0.0001 per share (“Ordinary
Shares”), and one-third of one redeemable Warrant (as defined below) (the “Units”)
and, in connection therewith, has determined to issue and deliver up to 9,583,333 warrants (including up to 1,250,000 warrants subject
to the Over-allotment Option) to public investors in the Offering (the “Warrants”);


 


WHEREAS, each whole Warrant entitles the holder
thereof to purchase one whole Ordinary Share for $11.50 per share, subject to adjustment as described herein;


 


WHEREAS, the Company has filed with the U.S. Securities
and Exchange Commission (the “Commission”) a registration statement on Form
S-1, File No. 333-253937 (the “Registration Statement”) and prospectus (the
 “Prospectus”), for the registration, under the Securities Act of 1933, as
amended (the “Securities Act”), of the issuance of the Units, the Warrants
and the Ordinary Shares included in the Units;


 


WHEREAS, the Company desires the Warrant Agent
to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer,
exchange, redemption and exercise of the Warrants;


 


WHEREAS, the Company desires to provide for the
form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of
rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things have been done and
performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant
Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize
the execution and delivery of this Agreement.


 


NOW, THEREFORE, in consideration of the mutual
agreements herein contained, the parties hereto agree as follows:


 


1.                  Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the
Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and conditions set
forth in this Agreement.


 






     


     


    

 


2.            Warrants.


 


2.1          Form of Warrant. Each Warrant shall initially be issued in registered form only.


 


2.2          Effect
of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement,
a certificated Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3          Registration.


 


2.3.1       
Warrant Register. The Warrant Agent shall maintain books (the “Warrant
Register”) for the registration of the initial issuance of the Warrants and the registration of transfer of the Warrants.
Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent shall issue and register the Warrants in the names of
the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the
Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through,
records maintained by institutions that have accounts with The Depository Trust Company (the “Depository”)
(such institution, with respect to a Warrant in its account, a “Participant”).


 


If the Depository subsequently ceases to make its
book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements
for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available
in, book-entry form, the Warrant Agent shall provide written instructions to the Depository to deliver to the Warrant Agent for cancellation
each book-entry Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depository definitive certificates in physical
form evidencing such Warrants which shall be in the form annexed hereto as Exhibit A.


 


Physical certificates, if issued, shall be signed
by, or bear the facsimile signature of, the Chairman of the board of directors of the Company (the “Board”),
Chief Executive Officer, Chief Financial Officer, the President or the Secretary or other principal officer of the Company. In the event
the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person
signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the
date of issuance.


 


2.3.2        Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered
Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any
notation of ownership or other writing on any physical certificate made by anyone other than the Company or the Warrant Agent), for
the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by
any notice to the contrary.


 






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2.4             
Detachability of Warrants. The Ordinary Shares and Warrants comprising the Units shall begin separate trading on
the fifty-second (52nd) day following the date of the Prospectus or, if such fifty-second (52nd) day is not on a
day other than a Saturday, Sunday or federal holiday on which banks in New York City are generally open for normal business (a “Business
Day”), then on the immediately succeeding Business Day following such date, or earlier (the “Detachment
Date”) with the consent of Credit Suisse Securities (USA) LLC, as representative of the several underwriters, but in
no event shall the Ordinary Shares and the Warrants comprising the Units be separately traded until (A) the Company has filed a current
report on Form 8-K with the Commission containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds
of the Offering, including the proceeds received by the Company from the exercise by the underwriters of their right to purchase additional
Units in the Offering (the “Over-allotment Option”), if the Over-allotment
Option is exercised or waived prior to the filing of such current report on Form 8-K, and (B) the Company issues a press release and files
with the Commission a current report on Form 8-K announcing when such separate trading shall begin.


 


2.5             
No Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as
part of the Units, each of which is comprised of one Ordinary Share and one-third of one Warrant. If, upon the detachment of Warrants
from Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest
whole number the number of Warrants to be issued to such holder.


 


3.           Terms and Exercise of Warrants.


 


3.1             
Warrant Price. Each whole Warrant, when countersigned by the Warrant Agent, shall entitle the Registered Holder thereof,
subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of Ordinary Shares stated therein,
at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section
3.1. The term “Warrant Price” as used in this Agreement shall mean the
price per share at which each Ordinary Share may be purchased at the time a Warrant is exercised. The Company in its sole discretion may
lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business
Days, provided, that the Company shall provide at least twenty (20) days prior written notice of such reduction to Registered Holders
of the Warrants and, provided, further, that any such reduction shall be identical among all of the Warrants.


 


3.2              Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise
Period”) commencing on the later of: (i) the date that is thirty (30) days after the first date on which the
Company completes a merger, consolidation, share exchange, asset acquisition, share purchase, reorganization or similar business
combination, involving the Company and one or more businesses or entities (a “Business
Combination”), or (ii) the date that is twelve (12) months from the date of the closing of the Offering and
terminating at the earlier to occur of; (x) 5:00 p.m., New York City time on the date that is five (5) years after the date on which
the Company completes its initial Business Combination, (y) the liquidation of the Company, or (z) 5:00 p.m., New York City time on
the Redemption Date (as defined below) as provided in Section 6.2 hereof (the “Expiration
Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of
any applicable conditions, as set forth in subsection 3.3.2 hereof, with respect to an effective registration statement.
Except with respect to the right to receive the Redemption Price (as defined below), in the event of a redemption (as set forth in Section
6 hereof), each Warrant not exercised on or before the Expiration Date shall become null and void, and all rights thereunder and
all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York City time on the Expiration Date. The Company
in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company
shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided, further,
that any such extension shall be identical in duration among all the Warrants.


 






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3.3          Exercise of Warrants.


 


3.3.1       
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant
Agent, may be exercised by the Registered Holder thereof by surrendering it at the office of the Warrant Agent, or at the office of its
successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant,
duly executed, and by paying in full the Warrant Price for each full Ordinary Share as to which the Warrant is exercised and any and all
applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and the issuance
of such Ordinary Share, as follows:


 


(a)              
in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent;


 


(b)              
in the event of a redemption pursuant to Section 6.1 hereof in which the Board has elected to require all holders of the
Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Ordinary Shares
equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the
difference between the Warrant Price and the “Fair Market Value”, as defined
in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section
6.1, the “Fair Market Value” shall mean the 10-Day Average Closing Price
(as defined below) as of the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6.2
hereof; or


 


(c)              
as provided in Section 7.4 hereof.


 






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3.3.2        Issuance
of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in
payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a) hereof), the Company shall issue to the
Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full Ordinary Shares to
which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall
not have been exercised in full, a new book- entry position or countersigned Warrant, as applicable, for the number of Ordinary
Shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to
deliver any Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise
unless a registration statement under the Securities Act with respect to the Ordinary Shares underlying the Warrants is then
effective and a prospectus relating thereto is current or a valid exemption from registration is available. No Warrant shall be
exercisable and the Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares
issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt from registration or qualification under
the securities laws of the state of residence of the Registered Holder of the Warrants. In the event that the conditions in the two
immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to
exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such
Warrants shall have paid the full purchase price for the Unit solely for the Ordinary Shares underlying such Unit. In no event will
the Company be required to net cash settle the Warrant exercise. The Company may require holders of Warrants to settle the Warrant
on a “cashless basis” pursuant to Section 7.4.2 hereof. If, by reason of any exercise of Warrants on a
 “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a
fractional interest in an Ordinary Share, the Company shall round down to the nearest whole number the number of Ordinary Shares to
be issued to such holder.


 


3.3.3       
Valid Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement
shall be validly issued, fully paid and non-assessable.


 


3.3.4       
Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Ordinary Shares
is issued shall for all purposes be deemed to have become the holder of record of such Ordinary Shares on the date on which the Warrant,
or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date
of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is a date
when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have
become the holder of such Ordinary Shares at the close of business on the next succeeding date on which the share transfer books or book-entry
system of the Warrant Agent are open.


 






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3.3.5        Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless
he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the
holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to
such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would
beneficially own in excess of 9.8%, or such other amount as a holder may specify (the “Maximum
Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of
the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates shall include
the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is
being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the
Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation,
any convertible notes or convertible preferred share or warrants) subject to a limitation on conversion or exercise analogous to the
limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For purposes of the Warrant, in determining the number of issued and outstanding Ordinary Shares, the holder
may rely on the number of issued and outstanding Ordinary Shares as reflected in (1) the Company’s most recent annual report
on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may
be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth
the number of Ordinary Shares issued and outstanding. For any reason at any time, upon the written request of the holder of the
Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Ordinary Shares
then outstanding. In any case, the number of issued and outstanding Ordinary Shares shall be determined after giving effect to the
conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number
of issued and outstanding Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from time to
time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however,
that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 


4.           Adjustments.


 


4.1         Share
Dividends.


 


4.1.1        Share
Dividends and Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of
issued and outstanding Ordinary Shares is increased by a share dividend payable in Ordinary Shares, or by a split-up of Ordinary
Shares, or other similar event, then, on the effective date of such share dividend, split-up or similar event, the number of
Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding
Ordinary Shares. A rights offering to holders of Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than
the “Fair Market Value” (as defined below) shall be deemed a share
dividend of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold in such rights
offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for
the Ordinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering
divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, if the rights offering is for securities
convertible into or exercisable for Ordinary Shares, in determining the price payable for the Ordinary Shares, there shall be taken
into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion.
 “10-Day Average Closing Price” means, as of any date, the average last
reported sale price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to
such date. “Fair Market Value” means the 10-Day Average Closing Price as
of the first (1st) date on which the Ordinary Shares trade on the applicable exchange or in the applicable market,
regular way, without the right to receive such rights. Notwithstanding anything to the contrary herein, no Ordinary Shares shall be
issued at less than their par value.


 






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4.1.2       
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay
a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary
Shares (or other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in
subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of
the Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of
Ordinary Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and
articles of association to modify the substance or timing of the Company’s obligation to redeem 100% of the Ordinary Shares if the
Company does not complete its initial Business Combination within the period set forth in the Company’s amended and restated memorandum
and articles of association, or (e) in connection with the redemption of the Ordinary Shares included in the Units sold in the Offering
upon the Company’s failure to complete the Company’s initial Business Combination (any such non-excluded event being referred
to herein as an “Extraordinary Dividend”), then the Warrant Price shall be
decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market
value (as determined by the Board, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary
Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends”
means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends
and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution
(as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends
or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of
each Warrant) does not exceed $0.50.


 


4.2             
Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the
number of issued and outstanding Ordinary Shares is decreased by a consolidation, combination, reverse share split or reclassification
of Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification
or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease
in issued and outstanding Ordinary Shares.


 


4.3              Adjustments
in Warrant Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided
in Section 4.1 or 4.2 hereof, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant
Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares
purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the
number of Ordinary Shares so purchasable immediately thereafter.


 






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4.4              Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary
Shares (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such Ordinary
Shares), or in the case of any merger or consolidation of the Company with or into another entity in which any “person”
or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) acquires more than 50% of the voting
power of the Company’s securities, or in the case of any sale or conveyance to another corporation or entity of the assets or
other property of the Company as an entirety or substantially as an entirety, the holders of the Warrants shall thereafter have the
right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the
Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented
thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, that the holder of the Warrants would have received if such holder had
exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative
Issuance”); provided, however, that if the holders of the Ordinary Shares were entitled to exercise a
right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then
the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become
exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Ordinary
Shares in such consolidation or merger that affirmatively make such election; provided, further, that if less than
seventy percent (70%) of the consideration receivable by the holders of the Ordinary Shares in the applicable event is payable in
the form of ordinary shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an
established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the
Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such
applicable event by the Company pursuant to a current report on Form 8-K filed with the Commission, the Warrant Price shall be
reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A)
the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as
defined below). The “Black-Scholes Warrant Value” means the value of a
Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American
Call on Bloomberg Financial Markets (“Bloomberg”), as calculated by an
accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment
of the Board, qualified to make such calculation. For purposes of calculating such amount, (1) Section 6.1 shall be taken
into account, (2) the price of each Ordinary Share shall be the 10-Day Average Closing Price as of the effective date of the
applicable event, (3) the assumed volatility shall be the ninety (90) day volatility obtained from the HVT function on Bloomberg
determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed
risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant.
 “Per Share Consideration” means (i) if the consideration paid to holders
of the Ordinary Shares consists exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases, the
average last reported sale price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day
prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in Ordinary
Shares covered by subsection 4.1.1 hereof, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections
4.2, or 4.3 hereof and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to
successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant
Price be reduced to less than the par value per share issuable upon exercise of the Warrant.


 






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4.5             
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Ordinary Shares issuable
upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price
resulting from such adjustment and the increase or decrease, if any, in the number of Ordinary Shares purchasable at such price upon the
exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based;
provided, however, that no adjustment to the number of Ordinary Shares issuable upon exercise of a Warrant shall be required
until cumulative adjustments amount to one percent (1%) or more of the number of Ordinary Shares issuable upon exercise of a Warrant as
last adjusted; provided, further, that any such adjustments that are not made are carried forward and taken into account
in any subsequent adjustment. Notwithstanding the foregoing, all such carried forward adjustments shall be made (i) in connection with
any subsequent adjustment that (taken together with such carried forward adjustments) would result in a change of at least one percent
(1%) in the number of Ordinary Shares issuable upon exercise of a Warrant and (ii) on the exercise date of any Warrant. Upon the occurrence
of any event specified in Sections 4.1, 4.2, 4.3 or 4.4 hereof, the Company shall give written notice of the
occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record
date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity
of such event.


 


4.6             
No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall
not issue a fractional Ordinary Share upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section
4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the
Company shall, upon such exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to such holder.


 


4.7             
Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4,
and Warrants issued after such adjustment may state the same Warrant Price and the same number of Ordinary Shares as is stated in the
Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion
make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant
thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as
so changed.


 






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5.          Transfer
and Exchange of Warrants.


 





5.1             
 Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant
upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied
by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall
be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled
shall be delivered by the Warrant Agent to the Company from time to time upon request.


 


5.2             
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request
for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the
Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however,
that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant
and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such
transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 


5.3             
Transfers of Fractions of Warrants. The Warrant Agent shall not be required to effect any registration of transfer
or exchange of Warrants which would require the issuance of a Warrant certificate or book-entry position for a fraction of a Warrant,
except as part of the Units.


 


5.4             
Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5             
Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in
accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and
the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company
for such purpose.


 


5.6             
Transfer of Warrants. Prior to the Detachment Date, the Warrants may be transferred or exchanged only together with
the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such
Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included
in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants
on and after the Detachment Date.


 


6.          Redemption of Warrants.


 


6.1              Redemption
of Warrants for Cash. All, but not less than all, of the outstanding Warrants may be redeemed for cash, at the option of the
Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the
Warrants, as described in Section 6.2 hereof, at a Redemption Price of $0.01 per Warrant, provided that the last
reported sale price of the Ordinary Shares has been at least $18.00 per share (subject to adjustment in compliance with Section
4 hereof), on each of twenty (20) trading days within the thirty (30) trading day period ending on the third (3rd)
trading day prior to the date on which notice of the redemption is given and provided, that there is an effective
registration statement covering the Ordinary Shares issuable upon exercise of the Warrants, and a current prospectus relating
thereto, available throughout the 30-day Redemption Period (as defined in Section 6.2 hereof) or the Company has elected to
require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1(b) hereof.


 






    10 


     


    

 


6.2             
Date Fixed for, and Notice of Redemption; Redemption Price. In the event that the Company elects to redeem the Warrants
pursuant to Section 6.1 hereof, the Company shall fix a date for the redemption (the “Redemption
Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty
(30) days prior to the Redemption Date (the “30-day Redemption Period”) to
the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. As used
in this Agreement, “Redemption Price” shall mean the price per Warrant at
which any Warrants are redeemed pursuant to Section 6.1.


 


6.3             
Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis”
pursuant to subsection 3.3.1(b) hereof, if applicable) at any time after notice of redemption shall have been given by the Company
pursuant to Section 6.2 hereof and prior to the Redemption Date. In the event that the Company determines to require all holders
of Warrants to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1(b) hereof, the notice of
redemption shall contain instructions on how to calculate the number of Ordinary Shares to be received upon exercise of the Warrants.
On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of
the Warrants, the Redemption Price.


 


7.           Other
Provisions Relating to Rights of Holders of Warrants.


 


7.1             
No Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder
of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights
to vote or to consent or to receive notice as shareholder in respect of the meetings of shareholders or the election of directors of the
Company or any other matter.


 


7.2             
Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated or destroyed, the Company
and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case
of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor and date as the Warrant so lost,
stolen, mutilated or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not
the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3             
Reservation of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized
but unissued Ordinary Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this
Agreement.


 









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7.4         Registration of Ordinary Shares; Cashless Exercise at Company’s Option.


 


7.4.1       
Registration of Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than twenty
(20) Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with
the Commission a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise
of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness
of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance
with the provisions of this Agreement. If any such registration statement has not been declared effective by the sixtieth (60th)
Business Day following the closing of the Company’s initial Business Combination, holders of the Warrants shall have the right,
during the period beginning on the sixty-first (61st) Business Day after the closing of the Company’s initial Business
Combination and ending upon such registration statement being declared effective by the Commission, and during any other period when the
Company shall fail to have maintained an effective registration statement covering the Ordinary Shares issuable upon exercise of the Warrants,
to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities
Act (or any successor statute) or another exemption) for that number of Ordinary Shares per Warrant equal to (A) the quotient obtained
by dividing (x) the excess of the 10-Day Average Closing Price as of the date of exchange over the Warrant Price by (y) 10-Day Average
Closing Price as of the date of exchange. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively
determined by the Warrant Agent. In connection with the “cashless exercise” of a Warrant, the Company shall, upon request,
provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience)
stating that (i) the exercise of the Warrants on a cashless basis in accordance with this subsection 7.4.1 is not required to be
registered under the Securities Act and (ii) the Ordinary Shares issued upon such exercise shall be freely tradable under United States
federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor
rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2
hereof, for the avoidance of any doubt, unless and until all of the Warrants have been exercised, the Company shall continue to be obligated
to comply with its registration obligations under the first three sentences of this subsection 7.4.1.


 


7.4.2        Cashless
Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Warrant not listed on a national
securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the
Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to
exercise such Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor
statute) as described in subsection 7.4.1 hereof and (ii) in the event the Company so elects, the Company shall (x) not be
required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary
Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its
commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Warrants under the
blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available. To exercise
the Warrants on a cashless basis pursuant to Section 7.4.2, each Registered Holder would pay the Warrant Price by
surrendering the Warrants in exchange for a number of Ordinary Shares equal to the quotient obtained by dividing (i) the product of
(A) the number of the Ordinary Shares underlying the Warrants and (B) the excess of the “Fair
Market Value” (as defined in this subsection 7.4.2) over the Warrant Price of the Warrants by (ii) the Fair
Market Value. Solely for purposes of this subsection 7.4.2, the “Fair Market
Value” shall mean 10-Day Average Trading Price as of the date on which the notice of exercise is received by the
Warrant Agent.


 






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8.          Concerning the Warrant Agent and Other Matters.


 


8.1         Payment
of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of Ordinary Shares upon the exercise of the Warrants, but the Company and the Warrant Agent
shall not be obligated to pay any transfer taxes in respect of the Warrants or such Ordinary Shares.


 


8.2         Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1       
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign
its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to
the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint
in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period
of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a
Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may
apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the
Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation or other
entity organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough
of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision
or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers,
rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent
hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall
execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers,
and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute,
acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor
Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


8.2.2        Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to
the predecessor Warrant Agent and the Transfer Agent for the Ordinary Shares not later than the effective date of any such
appointment.


 


8.2.3       
Merger or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it
may be consolidated or any entity resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the
successor Warrant Agent under this Agreement without any further act.


 






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8.3         Fees and Expenses of Warrant Agent.


 


8.3.1       
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant
Agent hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures
that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2       
Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant
Agent for the carrying out or performing of the provisions of this Agreement.


 


8.4         Liability of Warrant Agent.


 


8.4.1       
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent
shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any
action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a statement signed by the Chairman of the Board, Chief Executive Officer, Chief Financial Officer,
the President or the Secretary or other principal officer of the Company and delivered to the Warrant Agent. The Warrant Agent may rely
upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2       
Indemnity. The Warrant Agent shall be liable hereunder only for its own, or its representatives’, gross negligence,
willful misconduct, fraud, bad faith or material breach of this Agreement. The Company agrees to indemnify the Warrant Agent and save
it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable outside counsel fees, for anything
done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s or its representatives’
gross negligence, willful misconduct, fraud, bad faith or material breach of this Agreement.


 


8.4.3        Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or
execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to
make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of
any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act
hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Ordinary Shares to be
issued pursuant to this Agreement or any Warrant or as to whether any Ordinary Shares shall, when issued, be valid and fully paid
and non-assessable.


 






    14 


     


    

 


8.5        Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms
and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and
concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Ordinary Shares through
the exercise of the Warrants.


 


8.6        Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date
hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all
Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


9.          Miscellaneous Provisions.


 


9.1         Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant
Agent shall bind and inure to the benefit of their respective successors and assigns.


 


9.2        Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or
by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if
sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until
another address is filed in writing by the Company with the Warrant Agent), as follows:


 


Victory Acquisition Corp.

2100 McKinney Ave., Suite 1675

Dallas, Texas 75201

Attention: Jeffrey Schramm


 


with a copy to (which shall not constitute notice):


 


Kirkland & Ellis LLP

609 Main Street

Houston, Texas 77002

Attention: Matthew R. Pacey


 


Any notice, statement or
demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent
shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier
service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by
the Warrant Agent with the Company), as follows:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department


 






    15 


     


    

 


9.3             
Applicable Law; Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants
shall be governed in all respects by 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. Subject to applicable law, the Company hereby agrees that any
action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts
of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such
exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph
will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal
district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring
any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3.
If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located
within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”)
in the name of any Warrant holder, such Warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state
and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection
with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service
of process made upon such Warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign
action as agent for such warrant holder.


 


9.4             
Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give
to, any person, corporation or other entity other than the parties hereto and the Registered Holders of the Warrants any right, remedy
or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants,
conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties
hereto and their successors and assigns and of the Registered Holders of the Warrants.


 


9.5             
Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the
office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant.
The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.


 









    16 


     


    

 


9.6             
 Counterparts; Electronic Signatures. This Agreement may be executed in any number of original or facsimile counterparts
and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument. A signature to this Agreement transmitted electronically shall have the same authority, effect and enforceability
as an original signature.


 


9.7             
Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall
not affect the interpretation thereof.


 


9.8             
Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for
the purpose of (i) curing any ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the
terms of the Warrants and this Agreement set forth in the Prospectus or (ii) adding or changing any provisions with respect to matters
or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely
affect the rights of the Registered Holders. All other modifications or amendments, including any modification or amendment to increase
the Warrant Price or shorten the Exercise Period shall require the vote or written consent of the Registered Holders of fifty percent
(50%) of the then outstanding Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration
of the Exercise Period pursuant to Sections 3.1 and 3.2 hereof, respectively, without the consent of the Registered Holders.


 


9.9             
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu
of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement
a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


Exhibit A – Form of Warrant Certificate


 









    17 


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the date first above written.


 


	 	VICTORY ACQUISITION CORP.
	 	 
	 	By: 	                        
	 	Name: James Lites
	 	Title: Chief Executive Officer




 


[Signature Page to Warrant
Agreement]


 









    


     


    

 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant
    Agent
	 	 
	 	By:	                     
	 	Name: Henry Farrell
	 	Title: Vice President




 


[Signature
Page to Warrant Agreement] 


 









    


     


    

 


EXHIBIT A

[Form of Warrant Certificate]

[FACE]


 


Number


 


Warrants

THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR

TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW

VICTORY ACQUISITION CORP.

Incorporated Under the Laws of the State of Delaware


 


CUSIP


Warrant Certificate


 


This Warrant Certificate certifies that,
or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”)
to purchase Class A ordinary shares, $0.0001 par value per share (“Ordinary Shares”), of Victory Acquisition
Corp., a Cayman Islands exempted corporation (the “Company”). Each whole Warrant entitles the holder, upon exercise
during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable
Ordinary Shares as set forth below, at the exercise price (the “Warrant Price”) as determined pursuant to the
Warrant Agreement, payable in lawful money of the United States of America upon surrender of this Warrant Certificate and payment of the
Warrant Price (or through “cashless exercise” as provided for in the Warrant Agreement) at the office or agency
of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in
this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each whole Warrant is initially exercisable for
one fully paid and non-assessable Ordinary Share. No fractional shares will be issued upon exercise of any Warrant. If, upon the exercise
of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company will, upon exercise, round
down to the nearest whole number of the number of Ordinary Shares to be issued to the holder of the Warrant. The number of Ordinary Shares
issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.


 


The initial Warrant Price per Ordinary Share for
any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence of certain events as set forth
in the Warrant Agreement.


 


Subject to the conditions set forth in the Warrant
Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period,
such Warrants shall become null and void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement.


 









    A-1


     


    

 


Reference is hereby made to the further provisions
of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as
though fully set forth at this place.


 


This Warrant Certificate shall not be valid unless
countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate shall be governed by and
construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.


 


	 	VICTORY ACQUISITION CORP.
	 	 
	 	By:	                   
	 	Name: James Lites
	 	Title: Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	 
	 	Name:
	 	Title:




 






    A-2


     


    

 


[Form of Warrant
Certificate]

[Reverse]


 


The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary Shares and are issued or to be issued
pursuant to a Warrant Agreement dated as of [__], 202[_] (the “Warrant Agreement”), duly executed and delivered
by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (or successor warrant agent)
(collectively, the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made
a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by
the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have
the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised at any time during the
Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by
surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together
with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise” as provided
for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants
evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued
to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding anything else in this Warrant Certificate
or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the Ordinary
Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the Ordinary Shares
is current, except through “cashless exercise” as provided for in the Warrant Agreement.


 


The Warrant Agreement provides that upon the occurrence
of certain events the number of Ordinary Shares issuable upon exercise of the Warrants and the Warrant Price set forth on the face hereof
may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional
interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary Shares to be issued
to the holder of the Warrant.


 


Warrant Certificates, when surrendered at the principal
corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized
in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any
service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.


 









    A-3


     


    

 


Upon due presentation for registration of transfer
of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing
in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the
limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.


 


The Company and the Warrant Agent may deem and
treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership
or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for
all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants
nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.


 









    A-4


     


    

 


Election to Purchase

(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, to receive Ordinary Shares and herewith tenders payment for such Ordinary Shares to
the order of Victory Acquisition Corp. (the “Company”) in the amount of $ in accordance with the terms hereof.
The undersigned requests that a certificate for such Ordinary Shares be registered in the name of, whose address is and that such Ordinary
Shares be delivered to whose address is. If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder,
the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the
name of, whose address is and that such Warrant Certificate be delivered to, whose address is.


 


In the event that the Warrant is to be exercised
on a “cashless” basis pursuant to subsection 3.3.1(b) of the Warrant Agreement, the number of Ordinary
Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) of the Warrant Agreement.


 


In the event that the Warrant is to be exercised
on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares
that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the Warrant may be exercised,
to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable
for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii)
the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant
Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of Ordinary
Shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests
that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of, whose address
is and that such Warrant Certificate be delivered to, whose address is.


 


[Signature Page follows]


 









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Date:  , 20[_]


	 	  
	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax Identification Number)




 


Signature Guaranteed:


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 








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