The Company is currently not in compliance with certain continued listing standards of the NYSE Amex, as set forth in Section 704 of the NYSE Amex Company Guide, due to its failure to hold an annual meeting during 2008 to elect directors. Victory will conduct a special meeting in lieu of annual meeting on April 23, 2009 in order to, among other things, approve the merger with TouchTunes and elect directors. Accordingly, Victory will be in full compliance with the NYSE Amex’s continued listing standards at such time.

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A number of the SPACs, including Hicks Acquisition Company I, Inc., Columbus Acquisition Corp., and Alyst Acquisition Corp. have appealed to the Exchange to combine the annual meeting that they need to have with their upcoming acquisition meetings (during which shareholders will vote to approve or deny any proposed transactions).

Those without any upcoming acquisitions votes will most likely be compelled to hold a separate annual meeting, as will those SPACs that have appealed to the exchange, if the exchange denies their requests.

Here is the complete list of the affected SPACs:

• Advanced Technology Acquisition Corp
• Alternative Asset Management Acquisition Corp.
• Alyst Acquisition Corp.
• Apex Bioventures Acquisition Corporation
• Capitol Acquisition Corp
• China Holdings Acquisition Corp.
• Columbus Acquisition Corp.
• Enterprise Acquisition Corp.
• Global Brands Acquisition Corp
• Global Consumer Acquisition Corp
• Golden Pond Healthcare, Inc.
• GSC Acquisition Co
• Hicks Acquisition Company I, Inc.
• Ideation Acquisition Corp
• Inter-Atlantic Financial, Inc.
• KBL Healthcare Acquisition Corp. III
• MBF Healthcare Acquisition Corp
• NRDC Acquisition Corp.
• Prospect Acquisition Corp
• Santa Monica Media Corp
• Secure America Acquisition Corporation
• SP Acquisition Holdings, Inc.
• Stoneleigh Partners Acquisition Corp
• TM Entertainment and Media, Inc.
• Tremisis Energy Acquisition Corp II
• Triplecrown Acquisition Corp.
• United Refining Energy Corp
• Victory Acquisition Corp

Overview of SPACs Under Proposed TSX Rules:

• A SPAC must raise IPO proceeds of at least $30 million, with a minimum price per security of $5
• Within three years of the IPO, the SPAC must acquire one or more operating businesses with a combined minimum value of approximately 80% of the IPO proceeds, with the resulting issuer meeting TSX’s original listing criteria
• Founding securityholders’ equity interest in the SPAC must be at least 10%
• The acquisition must be approved by securityholders, excluding founders
• Securities issued in the IPO must have a conversion right and liquidation distribution feature

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