Third Amendment to Stock Purchase Agreement among Sauvegarder Investment Management, Inc., Spectral IP, Inc., Sellers, and Spectral AI, Inc.

Exhibit 10.31

Execution Version

THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT

This Third Amendment (this “Amendment”) to the Stock Purchase Agreement (as defined herein) is made as of June 2, 2025 by and among Sauvegarder Investment Management, Inc. (the “Company”), Spectral IP, Inc. (the “Buyer”), the sellers set forth on Exhibit A attached thereto (each a “Seller”, and collectively, the “Sellers”), and solely for the purposes set forth therein, Spectral AI, Inc. (“Spectral AI”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

WHEREAS, the Buyer, the Company, the Sellers, and, for the limited purposes set forth therein, Spectral AI are parties to that certain Stock Purchase Agreement, dated as of November 4, 2024 and amended on March 19, 2025 (the “Purchase Agreement”); and

WHEREAS, on June 2, 2025, one of the Sellers sold, transferred and assigned all of its equity interests in the Company; and

WHEREAS, the Sellers (including the shareholders of the Company that shall sign a joinder to the Purchase Agreement, as amended by this Amendment, prior to Closing) collectively own one hundred percent (100%) of the issued and outstanding shares of capital stock of the Company (the “Company Shares”), which represent all of the issued and outstanding Equity Interests of the Company;

WHEREAS, pursuant to Section 10.3 of the Purchase Agreement, the Buyer, Spectral AI and the Major Shareholders desire to amend the Purchase Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt of and sufficiency of which are hereby acknowledged, the undersigned agree as follows:

(a)  The definition of “Closing Equity Consideration” as defined in Section 1.1 is hereby deleted and replaced with the following:

“Closing Equity Consideration” means 21,605,653 Buyer Shares, 22,621,578 Buyer Preferred Shares and 100,804 Buyer Warrants, as apportioned among the Sellers as set forth on Exhibit A.

(d)  Exhibit A to the Purchase Agreement is hereby deleted and replaced with Exhibit A attached hereto.

2.  No Other Changes or Modifications. Except as expressly set forth in Section 1 above, all other terms and conditions of the Purchase Agreement shall remain unmodified and in full force and effect.

3.  Counterparts. This Amendment may be signed in any number of counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Amendment. The parties acknowledge and agree that this Amendment may be executed via “wet” signature or electronic mark, and that delivery of any such signature, agreement or instrument by means of electronic transmission, electronic signature or otherwise, shall be treated in all manner and respects and for all purposes as an original signature, agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

[Signature Page to Amendment to Stock Purchase Agreement]

[Signature Page to Amendment to Stock Purchase Agreement]

[Signature Page to Amendment to Stock Purchase Agreement]

Exhibit A