Pursuant to the agreement, Victory will acquire TouchTunes for 33 million shares of Victory stock. Victory also will assume up to approximately $40 million in net debt. TouchTunes stockholders will also be eligible to receive up to an additional 9.5 million shares based on the achievement of certain future EBITDA (Earnings before Interest, Taxes, Depreciation, and Amortization) targets over the next five years.

 The combined company will operate as TouchTunes and is expected to trade publicly on the NASDAQ Stock Market or another national stock exchange. Its corporate headquarters will remain in New York and its main Canadian offices will continue to be based in Montreal.

 TouchTunes provides innovative solutions to more than 38,000 bars, restaurants, retailers and other businesses in North America. Its TouchTunes digital jukeboxes are an industry leader and play more than 700 million songs annually-second only to Apple's iTunes in providing digital music. Its newly introduced Barfly interactive television entertainment network is designed to allow advertisers to capture the coveted 21-34 year old demographic with its innovative screen-within-a-screen system.

TouchTunes' PlayPorTT portable broadband entertainment systems have initially targeted national restaurant chains for its family-friendly series of over 50 proprietary video and electronic games. TouchTunes expects to have 1,500 PlayPorTT units deployed by the end of the second quarter of 2009.

 "We are excited about the merger with Victory because it will allow us to access significant equity capital to leverage our existing installed customer base, and rapidly roll-out the Barfly and PlayPorTT product initiatives," said William Meder, TouchTunes Chairman and Chief Executive Officer. "Our 38,000 locations generate over three billion consumer visits annually providing advertisers with exceptional opportunities to interact with consumers," he added.

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