Vine Hill Capital Investment Corp. Sample Contracts
INDEMNITY AGREEMENTIndemnity Agreement • September 11th, 2024 • Vine Hill Capital Investment Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 5, 2024 by and between Vine Hill Capital Investment Corp., a Cayman Islands exempted company (the “Company”), and [NAME OF D&O] (“Indemnitee”).
WARRANT AGREEMENT between VINE HILL CAPITAL INVESTMENT CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of September 5, 2024Warrant Agreement • September 11th, 2024 • Vine Hill Capital Investment Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 5, 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”).
FORM OF INDEMNITY AGREEMENTIndemnification & 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”).
UNDERWRITING AGREEMENT between Vine Hill Capital Investment Corp. and Stifel, Nicolaus & Company, INCORPORATED As Representative of the Underwriters Dated: September 5, 2024Underwriting Agreement • September 11th, 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 • September 11th, 2024 • Vine Hill Capital Investment Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 5, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 11th, 2024 • Vine Hill Capital Investment Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 5, 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”).
Vine Hill Capital Investment Corp. Fort Lauderdale, FL 33394Underwriting 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
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrants Purchase Agreement • September 11th, 2024 • Vine Hill Capital Investment Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 5, 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”).
Vine Hill Capital Investment Corp. Fort Lauderdale, FL 33394Underwriting Agreement • August 6th, 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
September 5, 2024 Vine Hill Capital Investment Corp. Fort Lauderdale, FL 33394 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • September 11th, 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
FORM OF SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • September 8th, 2025 • Vine Hill Capital Investment Corp. • Blank checks
This Shareholder Support Agreement (this “Agreement”) is entered into on [_____], 2025 by and among Vine Hill Capital Investment Corp., a Cayman Islands exempted company (“SPAC”), CoinShares International Limited, a public company limited by shares organized under the laws of the Bailiwick of Jersey, Channel Islands (the “Company”), the Persons set forth on Schedule I hereto (each, a “Company Shareholder,” and, collectively, the “Company Shareholders”). The Company Shareholders, SPAC and the Company are sometimes collectively referred to herein as the “Parties”, and each of them is sometimes individually referred to herein as a “Party”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement referenced below.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 8th, 2025 • Vine Hill Capital Investment Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of [_____] (the “Effective Date”), by and among Odysseus Holdings Limited, a private limited company organized under the laws of the Bailiwick of Jersey, Channel Islands (“Holdco”), Odysseus (Cayman) Limited, a Cayman Islands exempted company and wholly-owned subsidiary of Holdco (“SPAC Merger Sub”), Vine Hill Capital Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), and each of the persons listed under the heading “Holders” on the signature pages attached hereto (together with the Sponsor, the “Holders,” and each (including the Sponsor) individually, a “Holder”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • September 8th, 2025 • Vine Hill Capital Investment Corp. • Blank checks
This Lock-up Agreement (this “Agreement”) is entered into as of September 8, 2025, by and among Vine Hill Capital Sponsor I LLC, a Delaware limited liability company (“Sponsor”), the undersigned shareholders (the “Company Shareholders”) of CoinShares International Limited set forth on Exhibit A, a public limited company organized under the laws of the Bailiwick of Jersey, Channel Islands (the “Company”), Odysseus Holdings Limited, a private limited company organized under the laws of the Bailiwick of Jersey, Channel Islands (“Holdco”), and the shareholders of SPAC set forth on Exhibit B hereto (the “SPAC Holders” and together with the Company Shareholders, the “Holders”). The Sponsor, Holdco, the Company, the Company Shareholders and the SPAC Holders and their respective successors and permitted assigns are sometimes collectively referred to herein as the “Parties”, and each of them is sometimes individually referred to herein as a “Party”. Capitalized terms used but not defined herein
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 8th, 2025 • Vine Hill Capital Investment Corp. • Blank checks
This Sponsor Support Agreement (this “Agreement”) is entered into on September 8, 2025 by and among Vine Hill Capital Sponsor I LLC, a Delaware limited liability company (“Sponsor”), Odysseus Holdings Limited, a private limited company organized under the laws of the Bailiwick of Jersey, Channel Islands (“Holdco”), Vine Hill Capital Investment Corp., a Cayman Islands exempted company (“SPAC”), and CoinShares International Limited, a public limited company organized under the laws of the Bailiwick of Jersey, Channel Islands (the “Company”). Sponsor, the SPAC Shareholders, SPAC and the Company are sometimes collectively referred to herein as the “Parties”, and each of them is sometimes individually referred to herein as a “Party”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement referenced below.
Dated September 8, 2025 BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • September 8th, 2025 • Vine Hill Capital Investment Corp. • Blank checks • New York
THIS BUSINESS COMBINATION AGREEMENT is made and entered into as of September 8, 2025 (this “Agreement”), by and among Vine Hill Capital Investment Corp., a Cayman Islands exempted company (“SPAC”), CoinShares International Limited, a public company limited by shares organized under the laws of the Bailiwick of Jersey, Channel Islands (the “Company”), Odysseus Holdings Limited, a private company limited by shares organized under the laws of the Bailiwick of Jersey, Channel Islands (“Holdco”) and Odysseus (Cayman) Limited, a Cayman Islands exempted company and a wholly owned subsidiary of Holdco (“SPAC Merger Sub”). Each of SPAC, Holdco, SPAC Merger Sub and the Company will individually be referred to herein as a “Party” and, collectively, as the “Parties”.
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”):
VINE HILL CAPITAL INVESTMENT CORP.Administrative Support Agreement • September 11th, 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”):
SUBSCRIPTION AGREEMENTSubscription Agreement • September 8th, 2025 • Vine Hill Capital Investment Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this [____] day of September, 2025, by and among CoinShares International Limited, a public limited company organized under the laws of the Bailiwick of Jersey, Channel Islands (the “Company”), Odysseus Holdings Limited, a private limited company organized under the laws of the Bailiwick of Jersey, Channel Islands (“Holdco”), and the undersigned (“Subscriber” or “you”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).