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”)
