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 • 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.”
