0001213900-24-062556 Sample Contracts

FORM OF INDEMNITY AGREEMENT
Indemnification & Liability • July 18th, 2024 • Vine Hill Capital Investment Corp. • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2024 by and between Vine Hill Capital Investment Corp., a Cayman Islands exempted company (the “Company”), and [NAME OF D&O] (“Indemnitee”).

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VINE HILL CAPITAL INVESTMENT CORP.
Administrative Support Agreement • July 18th, 2024 • Vine Hill Capital Investment Corp. • Blank checks

This letter agreement by and between Vine Hill Capital Investment Corp. (the “Company”) and Vine Hill Capital Partners LLC (“Vine Hill Capital Partners”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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