FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among [SPECTRAL MD, INC.], ROSECLIFF ACQUISITION SPONSOR I LLC, TARGET HOLDERS, DIRECTOR HOLDERS, AND INVESTOR STOCKHOLDERS Dated as of [●], 2023Registration Rights Agreement • April 17th, 2023 • Rosecliff Acquisition Corp I • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among [Spectral MD, 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”).
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.”
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”.
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”.
