FIREFLY NEUROSCIENCE, INC.

December 2024 Note

The conversion price and floor price of the December 2024 Note are subject to certain adjustments. The initial conversion price of the Note is $3.00 per share but is subject to adjustments for corporate actions such as stock splits, dividends, and other events. Additionally, if the Company fails to secure $5,000,000 in financing within five months of issuance, the conversion price adjusts to 90% of the lowest daily VWAP during the five trading days before the conversion notice, subject to a minimum floor price of $0.48.

The December 2024 Note contains standard and customary events of default (the “Events of Default”) including, but not limited to, failure to make payments when due, failure to comply with certain covenants contained in the December 2024 Note, or bankruptcy of the Company. Upon an Event of Default, the holder can demand immediate payment of an amount equal to 115% of the outstanding principal amount, accrued interest and all other amounts owning in respective of the December 2024 Note. The holder may also opt to convert the December 2024 Note into Common Stock at a discounted conversion price or pursue other remedies under the agreement.

The maturity date of the December 2024 Note is December 2025. The December 2024 Note allows the Company to prepay the outstanding principal amount at any time after the issuance date, provided no Event of Default has occurred. To initiate prepayment, the Company must provide the Holder with at least ten (10) trading days’ written notice (the “Prepayment Notice Period”). The prepayment amount must equal 110% of the principal amount then being prepaid, which includes a 10% prepayment premium. During the Prepayment Notice Period, the holder retains the right to convert all or a portion of the principal amount into shares of Common Stock.

The obligations under the December 2024 Note rank senior to other debts and equity of the Company, except for pari passu obligations to other noteholders under similar terms. The December 2024 Note is transferable and may be sold, pledged, or otherwise transferred by the holder in compliance with applicable provisions. While the December 2024 Note does not accrue regular interest, in an Event of Default or overdue principal payments, a default interest rate of 15% per annum, compounded annually, applies.

The December 2024 Note includes a beneficial ownership limitation that prevents the holder from converting the note if it would result in owning more than 4.99% of the outstanding common stock, which can be automatically increased to 9.99% as long as the holder maintains ownership above 4.99%, reverting to 4.99% if ownership drops below that threshold . The number of shares of our Common Stock that may be issued upon conversion of the Note and exercise of the Warrant is subject to the Exchange Cap of 19.99% of the outstanding number of shares of Common Stock on December 20, 2024, or 1,589,096 shares of common stock, unless the Shareholder Approval to exceed the Exchange Cap is approved.