Exhibit 4.5


 


FORM OF PRIVATE
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, on [●],
2021, the Company entered into that certain Private Placement Warrants Purchase Agreement with Victory Acquisition Sponsor, LLC, a Delaware
limited liability company (the “Sponsor”), pursuant to which the Sponsor
will purchase an aggregate of 5,333,333 warrants (or up to 5,833,333 warrants if the over-allotment option is exercised in full) simultaneously
with the closing of the Offering (as defined below) (and the closing of the over-allotment option, if applicable) bearing the legend
set forth in Exhibit A hereto (the “Private Placement Warrants”) at
a purchase price of $1.50 per Private Placement Warrant;


 


WHEREAS, in order
to finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined below), the
Sponsor or affiliates of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the
Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,000,000
Private Placement Warrants (the “Working Capital Warrants” and, together
with the Private Placement Warrants, the “Warrants”) at a price of $1.50
per warrant;


 


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 of the Company, par value $0.0001 per share
(“Ordinary Shares”), and one-third of one public warrant (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;


 


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 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. If requested, the Registered Holder of a Warrant shall be issued a definitive certificate in physical form evidencing such
Warrants which shall be in the form attached hereto as Exhibit B.


 


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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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 penultimate 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. The term “Business Day” means a day other than a Saturday,
Sunday or federal holiday, on which banks in New York City are generally open for normal business.


 


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 and (y) the liquidation of the Company (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. 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.


 


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 (if evidenced by definitive
certificate) 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:


 






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


 


(b)              
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 excess of the 10-Day Average Closing Price, as of the date prior
to the date on which notice of exercise is sent or given to the Warrant Agent, less the Warrant Price by (y) the 10-Day Average Closing
Price. “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. “Last Reported Sale Price” shall mean the last reported sale price
of the Ordinary Shares on the date prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent; or


 


(c)              
as provided in Section 6.4 hereof.


 


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.
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. Notwithstanding anything in this Agreement, for so long as any Warrant is held
by the Sponsor, such Warrant will not be exercisable more than five (5) years from the effective date of the Registration Statement,
in accordance with Financial Industry Regulatory Authority, Inc. (“FINRA”)
Rules. In addition, no such Warrant will contain terms which allow the Sponsor to receive or accrue cash dividends prior to the exercise
of the Warrants.


 






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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.


 


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 shares 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.


 






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3.3.6       
Lock-up of Private Placement Warrants. The Warrants held by the Sponsor and the Ordinary
Shares that are issuable upon exercise of such Warrants have been deemed compensation by the FINRA and are therefore subject to a 180-day
lock-up pursuant to FINRA Rule 5110(e)(1), commencing on the effective date of the Registration Statement. Pursuant to FINRA Rule 5110(e)(1),
these securities will not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of
any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person
for a period of 180 days immediately following the effective date of the Registration Statement or commencement of sales of the Offering,
except to any underwriter and selected dealer participating in the Offering and their bona fide officers or partners (provided that all
securities so transferred remain subject to the lockup restriction above for the remainder of the time period) or pursuant to another
exception to the applicability of FINRA Rule 5110(e)(1).


 


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. “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 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 an uncapped 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) the price of each Ordinary Share shall be 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 applicable
event, (2) 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 (3) 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.


 


5.                 
Transfer and Exchange of Warrants.


 


5.1             
Transferability. Subject to compliance with applicable law, the Warrants may be transferred,
assigned or sold to any person.


 






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5.2             
 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.


 


5.3             
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.


 


5.4             
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.


 


5.5             
Service Charges. No service charge shall be made for any exchange or registration
of transfer of Warrants.


 


5.6             
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.


 


6.                 
Other Provisions Relating to Rights of Holders of Warrants.


 


6.1             
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.


 


6.2             
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.


 






    10


     


    

 





6.3             
 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.


 


6.4             
Registration of the 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
of the Warrants in accordance with the provisions of this Agreement.


 


7.                 
Concerning the Warrant Agent and Other Matters.


 


7.1             
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.


 


7.2             
Resignation, Consolidation, or Merger of Warrant Agent.


 


7.2.1       
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.


 






    11


     


    

 


7.2.2       
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.


 


7.2.3       
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.


 


7.3             
Fees and Expenses of Warrant Agent.


 


7.3.1       
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.


 


7.3.2       
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.


 


7.4             
Liability of Warrant Agent.


 


7.4.1       
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.


 


7.4.2       
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.


 


7.4.3       
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.


 






    12


     


    

 


7.5             
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.


 


7.6             
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.


 


8.                 
Miscellaneous Provisions.


 


8.1             
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.


 


8.2             
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


 






    13


     


    

 





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


 


8.3             
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.


 


8.4             
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.


 


8.5             
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.


 






    14


     


    

 








 


8.6             
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.


 


8.7             
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.


 


8.8             
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.


 


8.9             
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.


 






    15


     


    

 





Exhibit A – Legend


 


Exhibit B – Form of Warrant Certificate


 






    16


     


    

 





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:
	 	Title:




 


[Signature
Page to Warrant Agreement]


 






    


     


    

 





EXHIBIT A

LEGEND


 


“THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER
DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG VICTORY ACQUISITION CORP. (THE “COMPANY”), VICTORY ACQUISITION SPONSOR, LLC
AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS
THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF
THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT)
WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE
AND ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION
RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 






    A-1


     


    

 





EXHIBIT B

[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 company (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.


 






    B-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:




 






    B-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 limited purpose trust company,
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 Ordinary Shares, 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.


 






    B-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.


 









    B-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 Section 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 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]


 









    B-5


     


    

 


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).


 








    B-6