Vine Hill Capital Investment II ^{Filed Terms, Nasdaq: VHCPU}

We are a newly organized blank check company. We will seek to acquire one or more businesses with an aggregate enterprise value of $500 million or greater (and optimally over $1 billion) however we will not be prohibited from pursuing businesses with an aggregate enterprise value of less than $500 million. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines: Middle-Market Business; Established Companies with Proven Track Records; Companies with, or with the Potential for, Strong Free Cash Flow Generation; Strong Competitive Position; Experienced Management Team; Companies with Revenue and Earnings Growth or Potential for Revenue and Earnings Growth; Sectors Exhibiting Secular Growth or with Potential for Cyclical Uptick; Benefit from Being a Public Company. We believe the industrials, services, industrial technology, technology, transportation, automotive, logistics, packaging, fintech, digital assets, and AI/AI infrastructure sectors present attractive opportunities for us. Specifically, many companies in these sectors are either mid-stage growth assets or mature free cash flow generating businesses that are growing at rates higher than U.S. gross domestic product.