INDEMNITY AGREEMENTIndemnity Agreement • February 17th, 2021 • Rosecliff Acquisition Corp I • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 11, 2021, by and between Rosecliff Acquisition Corp I, a Delaware corporation (the “Company”), and Brian Radecki (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 17th, 2021 • Rosecliff Acquisition Corp I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 11, 2021, is made and entered into by and among Rosecliff Acquisition Corp I, a Delaware corporation (the “Company”), Rosecliff Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), and the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, together with the Sponsor, a “Holder” and collectively, the “Holders”).
UNDERWRITING AGREEMENT BETWEEN ROSECLIFF ACQUISITION CORP I AND BTIG, LLC DATED [●] (THIS “AGREEMENT”)Underwriting Agreement • February 8th, 2021 • Rosecliff Acquisition Corp I • Blank checks • New York
The undersigned, Rosecliff Acquisition Corp I, a Delaware corporation (the “Company”), hereby confirms its agreement with BTIG, LLC (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,” and each such person individually, an “Underwriter”) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 17th, 2021 • Rosecliff Acquisition Corp I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 11, 2021, by and between Rosecliff Acquisition Corp I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
ROSECLIFF ACQUISITION CORP I New York, New York 10153Rosecliff Acquisition Corp I • January 27th, 2021 • Blank checks • New York
Rosecliff Acquisition Corp I, a Delaware corporation (the “Company”), is pleased to accept the offer Rosecliff Acquisition Sponsor I LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share, of the Company (the “Class B Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Shares and the Company’s shares of Class A common stock, $0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 27th, 2021 • Rosecliff Acquisition Corp I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Rosecliff Acquisition Corp I, a Delaware corporation (the “Company”), Rosecliff Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), and the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, together with the Sponsor, a “Holder” and collectively, the “Holders”).
WARRANT AGREEMENT ROSECLIFF ACQUISITION CORP I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 11, 2021Warrant Agreement • February 17th, 2021 • Rosecliff Acquisition Corp I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated February 11, 2021, is by and between Rosecliff Acquisition Corp I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
UNDERWRITING AGREEMENT BETWEEN ROSECLIFF ACQUISITION CORP I AND BTIG, LLC, AS REPRESENTATIVE, DATED FEBRUARY 11, 2021 (THIS “AGREEMENT”)Underwriting Agreement • February 17th, 2021 • Rosecliff Acquisition Corp I • Blank checks • New York
The undersigned, Rosecliff Acquisition Corp I, a Delaware corporation (the “Company”), hereby confirms its agreement with BTIG, LLC (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,” and each underwriter individually, an “Underwriter”) as follows:
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among SPECTRAL AI, INC., ROSECLIFF ACQUISITION SPONSOR I LLC, TARGET HOLDERS, DIRECTOR HOLDERS, AND INVESTOR STOCKHOLDERS Dated as of September [●], 2023Registration Rights Agreement • September 7th, 2023 • Rosecliff Acquisition Corp I • Surgical & medical instruments & apparatus • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September [●], 2023, is made and entered into by and among Spectral AI, Inc., a Delaware corporation (the “Company”) (formerly known as Rosecliff Acquisition Corp I, a Delaware corporation), Rosecliff Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), certain former stockholders of Spectral MD Holdings Ltd., a Delaware corporation (“Target”), set forth on Schedule 1 hereto (such stockholders, the “Target Holders”), Frank S. Edmonds and Heather Bellini (together with Michael P. Murphy and Brian Radecki, (collectively, the “Director Holders”), and the parties set forth on Schedule 2 hereto (collectively, the “Investor Stockholders” and, collectively with the Sponsor, the Target Holders, the Director Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”)
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2024 • Spectral AI, Inc. • Surgical & medical instruments & apparatus
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of March 20, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and SPECTRAL AI, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • March 22nd, 2024 • Spectral AI, Inc. • Surgical & medical instruments & apparatus • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of March 20, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and SPECTRAL AI, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • February 17th, 2021 • Rosecliff Acquisition Corp I • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of February 11, 2021, is entered into by and between Rosecliff Acquisition Corp I, a Delaware corporation (the “Company”), and Rosecliff Acquisition Sponsor I LLC, a Delaware limited liability company (the “Purchaser”).
Rosecliff Acquisition Corp I New York, New York 10153 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 17th, 2021 • Rosecliff Acquisition Corp I • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Rosecliff Acquisition Corp I, a Delaware corporation (the “Company”), and BTIG, LLC, as the sole underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,300,000 of the Company’s units (including up to 3,300,000 units that may be purchased to cover the Underwriter’s option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registra
COMMON STOCK PURCHASE AGREEMENT Dated as of December 26, 2023 by and between SPECTRAL AI, INC. and B. RILEY PRINCIPAL CAPITAL II, LLCCommon Stock Purchase Agreement • December 27th, 2023 • Spectral AI, Inc. • Surgical & medical instruments & apparatus • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of December 26, 2023 (this “Agreement”), by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Spectral AI, Inc., a Delaware corporation (the “Company”).
SUPPORT SERVICES AGREEMENTSupport Services Agreement • February 17th, 2021 • Rosecliff Acquisition Corp I • Blank checks • New York
This Support Services Agreement (this “Agreement”), dated as of February 11, 2021, is made and entered into by and between Rosecliff Acquisition Corp I, a Delaware corporation (the “Company”), and Rosecliff Acquisition Sponsor I LLC, a Delaware limited liability company (the “Service Provider” and, together with the Company, the “Parties” and, each individually, a “Party”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 27th, 2023 • Spectral AI, Inc. • Surgical & medical instruments & apparatus
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 26, 2023, is by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Spectral AI, Inc., a Delaware corporation (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 15th, 2023 • Spectral AI, Inc. • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (“Agreement”), dated as of September [●], 2023, is by and between Spectral AI, Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among SPECTRAL AI, INC., ROSECLIFF ACQUISITION SPONSOR I LLC, TARGET HOLDERS, AND DIRECTOR HOLDERS Dated as of September 11, 2023Registration Rights Agreement • September 15th, 2023 • Spectral AI, Inc. • Surgical & medical instruments & apparatus • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 11, 2023, is made and entered into by and among Spectral AI, Inc., a Delaware corporation (the “Company”) (formerly known as Rosecliff Acquisition Corp I, a Delaware corporation), Rosecliff Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), certain former stockholders of Spectral MD Holdings Ltd., a Delaware corporation (“Target”), set forth on Schedule 1 hereto (such stockholders, the “Target Holders”), Frank S. Edmonds and Heather Bellini (together with Michael P. Murphy and Brian Radecki, (collectively, the “Director Holders” and collectively with the Sponsor and the Target Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.10 of this Agreement, the “Holders” and each, a “Holder”).
SPECTRAL AI, INC. STOCK OPTION AGREEMENTStock Option Agreement • February 9th, 2024 • Spectral AI, Inc. • Surgical & medical instruments & apparatus • Texas
This Stock Option Agreement (this “Agreement”) is made and entered into as of the Date of Grant set forth in the Notice of Grant of Stock Option (the “Notice of Grant”) by and between Spectral AI, Inc., a Delaware corporation (the “Company’’), and you:
NOTICE OF RESTRICTED STOCK UNIT AWARDAward Agreement • February 9th, 2024 • Spectral AI, Inc. • Surgical & medical instruments & apparatus • Texas
Subject to the terms and conditions of this Notice of Restricted Stock Unit Award (this “Notice”), the Restricted Stock Unit Award Agreement attached hereto, including its exhibits (collectively, the “Award Agreement”), and the Spectral AI, Inc. 2018 Long Term Incentive Plan (the “Plan”), the below individual (the “Grantee”) is hereby granted Restricted Stock Units with respect to the below number of shares of Stock (the “RSUs”) in Spectral AI, Inc., a Delaware corporation (the “Company”). For purposes of this Notice and the Award Agreement, “Stock” means the Company's Common Stock, par value $0.001 per share, and such other securities as may be substituted (or resubstituted) for Stock in connection with a recapitalization or reorganization or other similar change in the Company's capital structure. Capitalized terms not explicitly defined herein but defined in the Plan or the Award Agreement shall have the meanings set forth in the Plan or the Award Agreement.
COMPANY SUPPORT AGREEMENTCompany Support Agreement • November 10th, 2021 • Rosecliff Acquisition Corp I • Blank checks • New York
This Company Support Agreement (this “Agreement”) is made as of November 9, 2021, by and among GT Gettaxi ListCo, a Cayman Islands exempted company (“Pubco”), Rosecliff Acquisition Corp I, a Delaware corporation (“SPAC”), GT Gettaxi Limited, a Cyprus corporation (“GT Gettaxi”), Dooboo Holding Limited, a Cyprus corporation (“Dooboo”), and the undersigned individuals (the “Voting Parties” and each a “Voting Party”). References in this Agreement to the “Company” shall mean both GT Gettaxi and Dooboo or either GT Gettaxi or Dooboo, as the context requires.
June 23, 2023Letter Agreement • June 28th, 2023 • Rosecliff Acquisition Corp I • Surgical & medical instruments & apparatus
This letter agreement (this “Agreement”) references the Underwriting Agreement, dated February 11, 2021 (the “Underwriting Agreement”), between Rosecliff Acquisition Corp I (the “Company”), and BTIG, LLC (“BTIG”, as Representative for the other underwriters named on Schedule A to the Underwriting Agreement). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Underwriting Agreement.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • November 10th, 2021 • Rosecliff Acquisition Corp I • Blank checks • New York
This Sponsor Support Agreement (this “Agreement”) is made as of November 9, 2021, by and among GT Gettaxi ListCo, a Cayman Islands exempted company (“Pubco”), Rosecliff Acquisition Corp I, a Delaware corporation (“SPAC”), Rosecliff Acquisition Sponsor I LLC, a Delaware limited liability company (“Sponsor”), and the undersigned individuals, each of whom is a director and/or officer of SPAC (the “Insiders” and, together with Sponsor, the “Voting Parties” and each a “Voting Party”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • April 17th, 2023 • Rosecliff Acquisition Corp I • Blank checks
This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of April 11, 2023, is entered into by and among Spectral MD Holdings, Ltd., a Delaware corporation (the “Company”), Rosecliff Acquisition Corp I, a Delaware corporation (“Parent”), and the stockholders of the Company whose names appear on the signature pages of this Agreement (each a “Key Company Stockholder” and collectively, the “Key Company Stockholders”). The Company, Parent and the Key Company Stockholders are referred to from time to time in this Agreement individually as a “Party” and collectively as the “Parties”.
BUSINESS COMBINATION AGREEMENT by and among ROSECLIFF ACQUISITION CORP I, GHOST MERGER SUB I INC., GHOST MERGER SUB II LLC, AND SPECTRAL MD HOLDINGS, LTD. Dated as of April 11, 2023Business Combination Agreement • April 17th, 2023 • Rosecliff Acquisition Corp I • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT, dated as of April 11, 2023 (this “Agreement”), by and among Rosecliff Acquisition Corp I, a Delaware corporation (“Parent”), Ghost Merger Sub I Inc., a Delaware corporation (“Merger Sub I”), Ghost Merger Sub II LLC, a Delaware limited liability company (“Merger Sub II”) and Spectral MD Holdings, Ltd., a Delaware corporation (the “Company”). Parent, Merger Sub I, Merger Sub II and the Company shall be referred to herein from time to time collectively as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • November 10th, 2021 • Rosecliff Acquisition Corp I • Blank checks • New York
Mutual Termination of Business Combination AgreementTermination of Business Combination Agreement • March 14th, 2022 • Rosecliff Acquisition Corp I • Blank checks • New York
This Mutual Termination of Business Combination Agreement (this “Agreement”), dated as of March 11, 2022, is entered into by and between Rosecliff Acquisition Corp I, a Delaware corporation (“Rosecliff”), and GT Gettaxi Limited, a Cyprus corporation (“the Company”) (each, a “Party” and collectively, the “Parties”).
GLOBAL GUARANTY AGREEMENTGlobal Guaranty Agreement • March 22nd, 2024 • Spectral AI, Inc. • Surgical & medical instruments & apparatus • New York
This Guaranty is made as of March 20, 2024, by Spectral MD Holdings LLC, a Delaware limited liability company (“Spectral Holdings”), Spectral MD, Inc., a Delaware corporation (“Spectral MD”), Spectral MD UK Limited, a UK private limited company (“Spectral UK”), Spectral Deepview Limited, a limited liability company incorporated in Ireland (“Spectral Deepview”), and Spectral IP, Inc., a Delaware corporation (“Spectral IP” and collectively with Spectral Holdings, Spectral MD, Spectral UK and Spectral Deepview, the “Guarantors”) in favor of YA II PN, LTD. (“YA II” or the “Creditor”), with respect to all obligations of Spectral AI, Inc., a Delaware corporation (the “Debtor”) owed to the Creditor.
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • April 17th, 2023 • Rosecliff Acquisition Corp I • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of April 11, 2023, by and among Rosecliff Acquisition I Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Spectral MD Holdings, Ltd., a Delaware corporation (the “Company”), and Rosecliff Acquisition Corp I, a Delaware corporation (“Parent”). The Sponsor, the Company and Parent are referred to from time to time in this Agreement individually as a “Party” and collectively as the “Parties”.
BUSINESS COMBINATION AGREEMENT by and among ROSECLIFF ACQUISITION CORP I, GHOST MERGER SUB I INC., GHOST MERGER SUB II LLC, AND SPECTRAL MD HOLDINGS, LTD. Dated as of April 11, 2023Registration Rights Agreement • May 2nd, 2023 • Rosecliff Acquisition Corp I • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT, dated as of April 11, 2023 (this “Agreement”), by and among Rosecliff Acquisition Corp I, a Delaware corporation (“Parent”), Ghost Merger Sub I Inc., a Delaware corporation (“Merger Sub I”), Ghost Merger Sub II LLC, a Delaware limited liability company (“Merger Sub II”) and Spectral MD Holdings, Ltd., a Delaware corporation (the “Company”). Parent, Merger Sub I, Merger Sub II and the Company shall be referred to herein from time to time collectively as the “Parties.”
