UNDERWRITING AGREEMENT between Vine Hill Capital Investment Corp. and Stifel, Nicolaus & Company, INCORPORATED As Representative of the Underwriters Dated: [__], 2024Underwriting Agreement • August 16th, 2024 • Vine Hill Capital Investment Corp. • Blank checks • New York
The undersigned, Vine Hill Capital Investment Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Stifel, Nicolaus & Company, Incorporated (“Stifel” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only Stifel is listed on such Schedule A, any references to Underwriters shall refer exclusively to Stifel) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 16th, 2024 • Vine Hill Capital Investment Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2024, is made and entered into by and among Vine Hill Capital Investment Corp., a Cayman Islands exempted company (the “Company”), Vine Hill Capital Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 16th, 2024 • Vine Hill Capital Investment Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_], 2024 by and between Vine Hill Capital Investment Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrants Purchase Agreement • August 16th, 2024 • Vine Hill Capital Investment Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2024 (this “Agreement”), is entered into by and between Vine Hill Capital Investment Corp., a Cayman Islands exempted company (the “Company”), and Vine Hill Capital Sponsor I LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between VINE HILL CAPITAL INVESTMENT CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [●], 2024Warrant Agreement • August 16th, 2024 • Vine Hill Capital Investment Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2024, is by and between Vine Hill Capital Investment Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
Vine Hill Capital Investment Corp. Fort Lauderdale, FL 33394Letter Agreement • August 16th, 2024 • Vine Hill Capital Investment Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Vine Hill Capital Investment Corp., a Cayman Islands exempted company (the “Company”), and Stifel Nicolaus & Company, Incorporated, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the
