Rosecliff shareholders approve Spectral MD combination; 46% of public shares redeemed

On September 6, 2023, the parties to the Business Combination Agreement agreed to amend the Form of Amended and Restated Registration Rights and Lock-Up Agreement to revise the definition of "Lock-up Period" to mean for all lock-up shares held by the parties thereto, the period beginning on the closing date of the Business Combination (the "Closing Date") and ending on the date on which the last reported sale price of Rosecliff common stock equals or exceeds $12.50 per share for any ten (10) trading days within any thirty (30)-trading day period commencing after the Closing Date or, if earlier, the date that is 180 days after the Closing Date (the "Amendment").

Proposal 1 The Stockholders approved the proposal to approve the Business Combination, including (a) adopting the Business Combination Agreement and (b) approving the other transactions contemplated by the Business Combination Agreement and related agreements described in the accompanying proxy statement/prospectus (the “Business Combination Proposal”). For Against Abstain 6,341,342 15,120 6,000

Proposal 6 The Stockholders approved the proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, the Governance Proposal or the Director Election Proposal (the “Adjournment Proposal”). For Against Abstain 6,340,339 16,123 6,000

Proposal 2 The Stockholders, for purposes of complying with the applicable listing rules of Nasdaq, approved the proposal to approve the issuance of shares of Rosecliff’s common stock to Spectral stockholders and securities exercisable or convertible into shares of Rosecliff’s common stock to other Spectral equityholders pursuant to the Business Combination (the “Nasdaq Proposal”). For Against Abstain 6,339,486 16,776 6,200

Proposal 3 The Stockholders approved the proposal to approve and adopt, assuming the Business Combination Proposal is approved, the second amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) of Rosecliff (the “Charter Proposal”). For Against Abstain 6,340,338 16,124 6,000

Proposal 5 The Stockholders approved the proposal to elect six (6) directors who will serve as directors on the board of Rosecliff following the consummation of the Business Combination (the “Combined Company”) until their successors are duly elected and qualified, subject to their earlier death, resignation, or removal (the “Director Election Proposal”). For Against Abstain 6,341,173 15,121 6,168

Proposal 4 The Stockholders approved three separate proposals with respect to certain governance provisions in the Amended and Restated Certificate of Incorporation in accordance with the requirements of the Securities and Exchange Commission (the “Governance Proposal”). For Against Abstain 6,340,854 15,608 6,000