STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this " Agreement ") dated as of

STANDBY EQUITY PURCHASE AGREEMENT

THIS STANDBY EQUITY PURCHASE

AGREEMENT (this "Agreement") dated as of March 20, 2024 is made by and between YA II PN, LTD., a Cayman

Islands exempt limited partnership (the "Investor"), and SPECTRAL AI, INC., a company incorporated under the

laws of the State of Delaware (the "Company"). The Investor and the Company may be referred to herein individually

as a "Party" and collectively as the "Parties."

WHEREAS, the Parties

desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to the

Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $30 million in aggregate gross

purchase price of newly issued fully paid shares of the Company's Class A common stock, par value $0.0001 per share (the "Common

Shares are listed for trading on the Nasdaq Stock Market under the symbol "MDAI";

and sale of the Common Shares issuable hereunder will be made in reliance upon Section 4(a)(2) under the Securities Act of 1933, as amended,

and the rules and regulations promulgated thereunder (the "Securities Act"), or upon such other exemption from the

registration requirements of the Securities Act as may be available with respect to any or all of the transactions to be made hereunder;

WHEREAS, the Parties

are concurrently entering into a Registration Rights Agreement in the form attached as Exhibit A hereto (the "Registration

Rights Agreement"), pursuant to which the Company shall register the resale of the Registrable Securities (as defined in the

Registration Rights Agreement), upon the terms and subject to the conditions set forth therein.

the Parties hereto agree as follows:

Article I. Certain Definitions

Capitalized terms used in this

Agreement shall have the meanings ascribed to such terms in Annex I hereto, and hereby made a part hereof, or as otherwise set

forth in this Agreement.

Article II. Pre-Paid Advances

Section 2.01 Pre-Paid

Advances. Subject to the satisfaction of the conditions set forth in Annex II attached hereto, the Investor shall advance to

the Company the principal amount of up to $12,500,000 (the "Pre-Paid Advance"), which shall be evidenced by convertible

promissory notes in the form attached hereto as Exhibit B (each, a "Promissory Note") in three tranches. The

first Pre-Paid Advance shall be in a principal amount of $5,000,000 and advanced upon the Effective Date of this Agreement (the "First

Pre-Advance Closing"), the second Pre-Paid Advance shall be in a principal amount of $5,000,000 and advanced on the second Trading

Day after the later of the effectiveness of the initial Registration Statement or shareholder approval to exceed the Exchange Cap (the

"Second Pre-Advance Closing"), and the third Pre-Paid Advance shall be in a principal amount of $2,500,000 and advanced

on the date that is sixty days following the Second Pre-Advance Closing (the "Third Pre-Advance Closing") (individually

referred to as a "Pre-Advance Closing" and collectively referred to as the "Pre-Advance Closings").

Section 2.02 Pre-Advance

Closing. Each Pre-Advance Closing shall occur remotely by conference call and electronic delivery of documentation. The First Pre-Advance

Closing shall take place at 10:00 a.m., New York time, on the Effective Date (or, if this Agreement is executed after the closing of regular

trading hours, then on the next Trading Day), provided that the conditions set forth on Annex II have been satisfied (or such other date

as is mutually agreed to by the Company and the Investor). The Second Pre-Advance Closing shall take place at 10:00 a.m., New York time,

on the second Trading Day after the later of the effectiveness of the initial Registration Statement or shareholder approval to exceed

the Exchange Cap, provided that the conditions set forth on Annex II have been satisfied (or such other date as is mutually agreed to

by the Company and the Investor). The Third Pre-Advance Closing shall take place at 10:00 a.m., New York time, on the date that is sixty

days following the Second Pre-Advance Closing, provided that the conditions set forth on Annex II have been satisfied (or such other date

as is mutually agreed to by the Company and the Investor). At each Pre-Advance Closing, the Investor shall advance to the Company the

principal amount of the Pre-Paid Advance, less a discount in the amount equal to 8% of the principal amount of the Pre-Paid Advance netted

from the purchase price due and structured as an original issue discount (the "Original Issue Discount"), in immediately available

funds to an account designated by the Company in writing, and the Company shall deliver the Promissory Note with a principal amount equal

to the full amount of the Pre-Paid Advance, duly executed on behalf of the Company. The Company acknowledges and agrees that the Original

Issue Discount (i) shall not be funded but shall be deemed to be fully earned on at each Pre-Advance Closing, and (ii) shall not reduce

the principal amount of each Promissory Note. For the avoidance of doubt, to the extent the Investor converts outstanding amounts under

a Promissory Note into Common Shares, the principal balance of such Promissory Note shall be reduced automatically by an equivalent amount.

Article III. Advances

Section 3.01 Advances;

Mechanics. Upon the terms and subject to the conditions of this Agreement, during the Commitment Period, (i) the Company, at its sole

discretion, shall have the right, but not the obligation, to issue and sell to the Investor, and the Investor shall subscribe for and

purchase from the Company, Advance Shares by the delivery to the Investor of Advance Notices, and (ii) the Investor, at its sole discretion

shall have the right, but not the obligation, provided that there is a balance outstanding under a Promissory Note, by the delivery to

the Company of Investor Notices, cause an Advance Notice to be deemed delivered to the Investor and the issuance and sale of Shares to

the Investor pursuant to an Advance, on the following terms:

Section 3.02 Advance Limitations,

Regulatory. Regardless of the Advance requested in an Advance Notice, including an Advance Notice deemed delivered pursuant to an

Investor Notice, the final number of Shares to be issued and sold pursuant to such Advance Notice shall be reduced (if at all) in accordance

with each of the following limitations:

Section 3.03 Advance Limitations,

Minimum Acceptable Price.

Section 3.04 Unconditional

Contract. Notwithstanding any other provision in this Agreement, the Company and the Investor acknowledge and agree that upon the

Investor's receipt of a valid Advance Notice from the Company the Parties shall be deemed to have entered into an unconditional

contract binding on both Parties for the purchase and sale of Advance Shares pursuant to such Advance Notice in accordance with the terms

of this Agreement and (i) subject to Applicable Laws and (ii) subject to Section 7.20, the Investor may sell Common Shares after

receipt of an Advance Notice, including during a Pricing Period.

Section 3.05 Closings.

The closing of each Advance and each sale and purchase of Advance Shares (whether pursuant to an Advance Notice delivered by the Company

or in connection with an Advance Notice deemed delivered by the Company in connection with an Investor Notice) (each, a "Closing")

shall take place as soon as practicable on each applicable Advance Date in accordance with the procedures set forth below. Each of the

Company and the Investor acknowledges that, other than in connection with an Investor Notice, the Purchase Price is not known at the time

an Advance Notice is delivered but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs

to the determination of the Purchase Price. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations

Section 3.06 Hardship.

In the event the Investor sells Common Shares after receipt, or deemed receipt of an Advance Notice and the Company fails to perform its

obligations as mandated in this Agreement, the Company agrees that in addition to and in no way limiting the rights and obligations set

forth in Article VI hereto and in addition to any other remedy to which the Investor is entitled at law or in equity, including, without

limitation, specific performance, it will hold the Investor harmless against any loss, claim, damage, or expense (including reasonable

legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and acknowledges that irreparable

damage may occur in the event of any such default. It is accordingly agreed that the Investor shall be entitled to an injunction or injunctions

to prevent such breaches of this Agreement and to specifically enforce (subject to Applicable Laws and the rules of the Principal Market),

without the posting of a bond or other security, the terms and provisions of this Agreement.

Article IV. Representations

and Warranties of the Investor

The Investor represents and

warrants to the Company, as of the date hereof, as of each Advance Notice Date and as of the date of each Pre-Advance Closing that:

Section 4.01 Organization

and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands and

has the requisite corporate power and authority to enter into and perform its obligations under the Transaction Documents to which it

is a party and to purchase or acquire Shares in accordance with the terms hereof. The decision to invest and the execution and delivery

of the Transaction Documents to which it is a party by the Investor, the performance by the Investor of its obligations hereunder and

thereunder and the consummation by the Investor of the transactions contemplated hereby and thereby have been duly authorized and require

no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver the Transaction

Documents to which it is a party and all other instruments on behalf of the Investor or its shareholders. This Agreement and the other

Transaction Documents to which it is a party have been duly executed and delivered by the Investor and, assuming the execution and delivery