Vine Hill Capital Investment Corp. II S-1/A

REGISTRATION STATEMENT

FORM OF UNDERWRITING AGREEMENT

FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

FORM OF SPECIMEN UNIT CERTIFICATE

FORM OF SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE

FORM OF WARRANT CERTIFICATE

FORM OF WARRANT AGREEMENT

OPINION OF PAUL HASTINGS LLP

OPINION OF APPLEBY (CAYMAN) LTD., CAYMAN ISLANDS LEGAL COUNSEL TO THE REGISTRANT

FORM OF LETTER AGREEMENT

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

FORM OF REGISTRATION RIGHTS AGREEMENT

SECURITIES SUBSCRIPTION AGREEMENT, DATED AUGUST 21, 2025, BETWEEN THE REGISTRANT AND THE SPONSOR

FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

FORM OF INDEMNITY AGREEMENT

FORM OF ADMINISTRATIVE SERVICES AGREEMENT BY AND BETWEEN THE REGISTRANT AND VINE HILL CAPITAL PARTNERS LLC

FORM OF CODE OF ETHICS

FORM OF AUDIT COMMITTEE CHARTER

FORM OF COMPENSATION COMMITTEE CHARTER

FORM OF NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

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