VHCP · Vine Hill Capital Investment Corp. II

Simultaneously with the consummation of the Company's initial public offering, Vine Hill Capital Sponsor II LLC (the "Sponsor") acquired, at a price of $1.00 per warrant, 5,500,000 warrants (the "Private Placement Warrants") in a private placement for an aggregate purchase price of $5,500,000. Each Private Placement Warrant entitles the holder thereof to purchase one Class A ordinary share at $11.50 per share, subject to adjustment.

The Private Placement Warrants will become exercisable at any time commencing 30 days after the completion of the Company's initial business combination.

The Private Placement Warrants will expire five years after the completion of the Company's initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Sponsor is the record holder of the shares reported herein. Mr. Petruska, the issuer's Chief Executive Officer and director, is the managing member of the Sponsor. As such, Mr. Petruska may be deemed to have or share beneficial ownership of the securities held directly by the Sponsor. Mr. Petruska disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interests Mr. Petruska may have therein, directly or indirectly.