Spectral AI, Inc. — fact timeline

Spectral AI, Inc. shareholders approved Approve certain governance provisions in the Amended and Restated Certificate of Incorporation (Governance Proposal) at the 2023-09-06 meeting.

“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”

Spectral AI, Inc. shareholders approved Approve and adopt the second amended and restated certificate of incorporation (Charter Proposal) at the 2023-09-06 meeting.

“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”

Spectral AI, Inc. shareholders approved Approve the issuance of shares of common stock to Spectral stockholders and other equityholders in connection with the Business Combination (Nasdaq Proposal) at the 2023-09-06 meeting.

“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”

Spectral AI, Inc. shareholders approved Approve the Business Combination, including adopting the Business Combination Agreement and approving the other transactions contemplated thereby at the 2023-09-06 meeting.

“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”

Spectral AI, Inc. amended Amended and Restated Registration Rights and Lock-Up Agreement with Rosecliff Acquisition Corp I, Ghost Merger Sub I, Inc., Ghost Merger Sub II LLC, and Spectral MD Holdings, Ltd. (effective 2023-09-06).

“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").”

Spectral AI, Inc. received a nasdaq delisting notice notice regarding shareholders (rules 5550(a)(4)).

“23, Rosecliff Acquisition Corp I (the “ Company ”) was notified by the Listing Qualifications Department (the “ Staff ”) of The Nasdaq Stock Market LLC (“ Nasdaq ”) that the Staff had granted the Company’s request for an extension through July 21, 2023, to regain compliance with Nasdaq Listing Rule 5550(a)(4), which requires the Company to have a minimum of 500,000 publicly held shares for continued listing on The Nasdaq Capital Market. The Company did not regain compliance by July 21, 2023, and, on July 24 2023, the Staff notified the Company that its securities would be delisted unless the C”

Spectral AI, Inc. received a nasdaq extension granted notice regarding shareholders (rules 5550(a)(4)).

“May 8, 2023, Rosecliff Acquisition Corp I (the “Company”) received a letter from The Nasdaq Stock Market (“Nasdaq”) advising that the Company had been granted a previously requested 180-day extension to July 21, 2023, to regain compliance with Rule 5550(a)(4), which requires the Company to hold a minimum of 500,000 publicly held shares. The Listing Qualifications Department of Nasdaq based its determination of an extension on the Company entering into the Business Combination Agreement with Spectral MD Holdings, Ltd. On or before July 21, 2023, the Company must file with the U.S. Securities an”

Spectral AI, Inc. entered into Business Combination Agreement with Rosecliff Acquisition Corp I, Spectral MD Holdings, Ltd., Ghost Merger Sub I Inc., Ghost Merger Sub II LLC (effective 2023-04-11).

“On April 11, 2023, the Company entered into a Business Combination Agreement (the “ Business Combination Agreement ”), by and among the Company, Spectral MD Holdings, Ltd., a Delaware corporation (“ Spectral MD ”), Ghost Merger Sub I Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“ Merger Sub I ”), and Ghost Merger Sub II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Company (“ Merger Sub II ”).”

Spectral AI, Inc. received a nasdaq deficiency notice notice regarding market value (rules 5550(b)(2), 5550(b)(1), 5550(b)(3)).

“April 3, 2023, Rosecliff Acquisition Corp I (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with Listing Rule 5550(b)(2), due to the Company’s failure to meet the minimum $35 million Market Value of Listed Securities (“MVLS”) requirement for the Nasdaq Capital Market. The Staff based the review of the Company’s MVLS on the last 30 consecutive business days (February 17, 2023 to March 31, 2023) and determined a deficiency exists with regards”

Spectral AI, Inc. received a nasdaq deficiency notice notice regarding other (rules 5550(a)(4)).

“January 22, 2023, Rosecliff Acquisition Corp I (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with Listing Rule 5550(a)(4), due to the Company’s failure to meet the minimum 500,000 publicly held shares requirement for the Nasdaq Capital Market. The Notice is only a notification of deficiency, not of imminent delisting. The Notice states that the Company has until March 9, 2023 to submit a plan to achieve and sustain compliance with all Nas”

Spectral AI, Inc.: Amended certificate of incorporation to extend business combination deadline and eliminate redemption limitation on net tangible assets (effective 2022-12-22).

“On December 22, 2022, to incorporate the Extension Amendment and the Redemption Limitation Amendment, the board of directors of the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment to the Certificate of Incorporation (the “Charter Amendment”).”

Spectral AI, Inc. shareholders approved To amend the Certificate of Incorporation to eliminate the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets of less than $5,000,001. at the 2022-12-21 meeting.

“The Stockholders approved the proposal to amend the Certificate of Incorporation to eliminate from the Certificate of Incorporation the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem shares of Class A Common Stock irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment”). The voting results for such proposal were as follows: For Against Abstain Broker Non-Votes 23,619,140 68,276 0 0”

Spectral AI, Inc. shareholders approved To amend the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate an initial business combination or cease operations from February 17, 2023 to February 17, 2024. at the 2022-12-21 meeting.

“The Stockholders approved the proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to extend the date by which the Company must either (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company with one or more businesses, which we refer to as our “initial Business Combination”, or (ii) cease its operations, except for the purpose of winding up if it fails to complete such initial Business Combination, and redeem all of the shares of Class A Common Stock, and all of the shares of Class B Common Stock, included as part of the units sold in the Company’s initial public offering that was consummated on February 17, 2021, from February 17, 2023 to February 17, 2024 (the “Extension Amendment”). The voting results for such proposal were as follows: For Against Abstain Broker Non-Votes 20,677,204 3,010,212 0 0”