Consulting Agreement between Firefly Neuroscience Inc. and Alex Spiro

1.1

Scope of Service

1.2

Standard of Service

1.3

Independent Contractor

(a)

It is understood and agreed that the Consultant will provide services to the Corporation as an independent contractor, on a contract basis, and that nothing in this Agreement shall be construed to create a relationship of employer and employee between the Corporation and the Consultant. The Consultant acknowledges that he will not be an employee of the Corporation and accordingly will not be eligible to participate in any employee benefit plans of the Corporation including, without limitation, life insurance, health care, disability income and dental plans.

(b)

It is acknowledged that the work product of the Consultant hereunder is the sole property of the Corporation and the Consultant hereby assigns to the Corporation any proprietary interest and waives all moral rights they may be deemed to have in the work product of the Consultant relating to or resulting from the performance of the Services hereunder. The Consultant will, under no circumstances, use, copy, modify or disclose any such work product without the prior written consent of the Corporation.

(c)

In the event that the Consultant wishes to have any of these services performed hereunder by any other person, he shall obtain the written permission of the Board of Directors of the Corporation in advance of the performance of the services by that other person.

2.1

Confidentiality Undertaking

(a)

The Consultant hereby agrees and acknowledges:

1)

that in the course of performing the Services, they will have access to and will be entrusted with detailed confidential information, intellectual property, software, patents, trade secrets concerning the business of the Corporation, potential acquisitions, data on fields and wells, techniques and other services evolved or used by the Corporation and its business partners as well as other related information;

2)

that confidential information includes any and all information not available to the general public;

3)

that the disclosure of any such confidential information to competitors or clients of the Corporation or to any member of the general public, would be highly detrimental to the best interests of the Corporation; and

4)

that the right to maintain the confidentiality of such confidential information, client lists, patents and trade secrets, and the right to preserve its goodwill, constitute proprietary rights which the Corporation is entitled to protect.

(b)

The Consultant covenants and agrees with the Corporation that, except with the prior written consent of the Corporation, he will not, either during the term of this Agreement, or at any time thereafter, directly or indirectly disclose, divulge, reveal, report, publish or transfer any such confidential information, patents, and trade secrets to any person, outside of the Corporation, nor shall he use the same for any purpose other than for the purpose of performing the Services.

(c)

The Consultant shall, upon the request of the Corporation and upon termination of this Agreement, deliver to the Corporation any and all documents, records, computers, computer disks, computer programs, data, software, system documentation, designs, manuals, databases, reports, notices, voice mail and any other materials or information, and copies thereof, which are in his possession or control which relate to the Person, business operations, customers, financing or activities of the Corporation which are not generally known to the public.

(d)

The Consultant agrees to disclose promptly, fully and in confidence to the Corporation or its nominee, all inventions, improvements or discoveries made or conceived by he during the term of this Agreement with the Corporation either solely or jointly with others, in the performance of such Services or:

1)

with the use of the Corporation’s time, equipment, materials, supplies or facilities; or

2)

related to or suggested by trade secret information, other private or confidential matters acquired during the term of this Agreement, the business of the Corporation or the Corporation’s actual or demonstrably anticipated processes or research and development.

(e)

The Consultant agrees that all Subject Inventions shall be the sole and exclusive property of the Corporation or its nominee.

(f)

Upon the request of the Corporation and in the form and manner prescribed by it, the Consultant agrees to assign the Corporation, or its nominee, any and all rights, title and interest in all and to all Subject Inventions, provided, however, that inventions, improvements or discoveries produced entirely in the Consultant’s own time and:

1)

which do not relate:

(i)

to the business of the Corporation; or

(ii)

to the Corporation’s actual or demonstrably anticipated processes, research, acquisitions, or development; or

2)

which do not result from any work performed by the Consultant for the Corporation;

(g)

Upon the request of the Corporation, the Consultant agrees to assist the Corporation or its nominee, at the Corporation’s expense, during and after the term of this Agreement in every proper way:

1)

to obtain for the Corporation, patents for Subject Inventions other than those expressly excluded herein in any and all jurisdictions; and

2)

in any controversy or legal proceeding related to Subject Inventions, improvements or discoveries or to the patents resulting therefrom.

(h)

The Consultant agrees not to disclose at any time during or after his contractual relationship with the Corporation directly or indirectly, to any unauthorized person without the Corporation’s prior written permission, any knowledge not available to the public which the Consultant acquires respecting the Corporation’s inventions, designs, methods, financial and geologic models, systems, improvements, trade secrets, customer information or other private or confidential matters acquired during the term of this Agreement.

(i)

The Consultant represents that he has no agreement with or obligation to others in conflict with his obligations under this Agreement.

(j)

The Consultant agrees that all restrictions contained in this Section 2.1 are reasonable and valid and all defences to the strict enforcement thereof by the Corporation are hereby waived by the Consultant.

(k)

The Consultant agrees and acknowledges that his obligations under Sections 2.1 (d), (f) and (g) will survive the termination of this Agreement and remain in effect for a period of two (2) years from the date of termination of this Agreement.

2.2

Injunction

3.1

Fees

(a)

$36,172 in common shares of the Corporation at a deemed price of USD$0.1852 per share (195,313 shares) to be issued immediately upon execution of this Agreement; and

(b)

$43,406 in common shares of the Corporation at a deemed price of USD$0.1852 per share (234,375 shares) to be issued monthly as to 19,531 shares per month in arears (with the final month being 19,534 shares.

3.2

Expenses and Third Party Costs

3.3

Taxes

(a)

The Consultant represents and warrants to the Corporation that he is not a non-resident of United States of America for United States tax purposes.

(b)

The Consultant shall be responsible for all taxes payable by him as a result of the provision of the Services or which otherwise arise out of this Agreement and agrees to report, remit install and pay all such taxes, in accordance with the laws of the relevant jurisdiction, on a full and timely basis.

(c)

If the Corporation should ever be required by any governmental authority at any time to pay, on the Consultant's behalf, amounts assessed as income tax, employment insurance premiums, or other government levies, the Consultant will, forthwith upon notice, reimburse the Corporation for such payment, together with interest and any penalties applicable thereto. The Consultant's obligations under this subsection 3.3(b) will survive the termination of this Agreement and remain in effect until the expiry of the period during which a notice of assessment or reassessment in respect of the taxes under dispute may be issued and any further periods during which such assessment or reassessment may be applied. The Corporation shall have a right of set-off in respect of any amount for which reimbursement is due.

4.1

Term

(a)

The term of this Agreement will commence on March 15, 2024 and shall terminate on March 15, 2025 unless otherwise terminated in accordance with the terms of this Agreement.

(b)

Notwithstanding the foregoing, either the Consultant or the Corporation may terminate this Agreement at any time and for any reason upon giving to the other party 90 days written notice.

(c)

The Corporation may terminate this Agreement forthwith at any time without notice or payment in lieu of notice for cause, which shall include, without limitation:

(i)

failure to perform the Services in accordance with this Agreement;

(ii)

falsification or misrepresentation of any information related to this Agreement;

(iii)

wilful misconduct or gross negligence by the Consultant;

(iv)

inability to perform the Services by reason of a physical or mental disability or illness;

(v)

any illegal or criminal activity or any criminal charge or conviction against or on the part of the Consultant; or

(vi)

any other act or omission involving serious misconduct or any act which causes material damage, or may cause material damage, to the reputation of the Corporation.

(d)

Upon termination of this Agreement, the Corporation will reimburse the Consultant for any third party costs previously authorized and approved pursuant to Section 3.2 hereof. No other payments will be due to the Consultant upon termination of this Agreement.

5.1

Liability

(a)

Except as provided herein, no party to this Agreement shall be liable for any loss or damage suffered by the other party in relation to the Services hereunder unless caused by gross negligence or wilful misconduct, in which case the negligent party shall indemnify and hold the other party harmless in respect of such loss or damage suffered.

(b)

The Services to be provided hereunder will be in accordance with the standard of service set out in Section l hereof, and the Consultant will, at the Corporation's option and at the Consultant's sole cost and expense, promptly correct any deficiencies identified by the Corporation in such Services.

5.2

Indemnity for Third Party Claims

(a)

Except as may be otherwise provided in this Agreement, the Consultant shall protect, indemnify and save harmless the Corporation and its directors, officers, employees, agents, representatives, invitees and subcontractors and, at the Corporation's request, investigate and defend such entities from and against all claims, demands and causes of action, of every kind and character, without limitation including any reasonable legal expenses incurred by the Consultant in connection therewith, arising in favour of or made by third parties on account of bodily injury, death or damage to or loss of their property resulting from any grossly negligent act or wilful misconduct of the Consultant or resulting from any breach of this Agreement.

(b)

Except as may be otherwise provided in this Agreement, the Corporation shall protect, indemnify and save harmless the Consultant and his representatives, invitees and subcontractors and, at the Consultant's request, investigate and defend such entities from and against all claims, demands and causes of action, of every kind and character, without limitation, arising in favour of or made by third parties on account of bodily injury, death or damage to or loss of their property resulting from any grossly negligent act or wilful misconduct of the Corporation or resulting from any breach of this Agreement.

5.3

Survival of Indemnities

6.1

Notices

Attention:

Scott Reeves, Corporate Secretary

Email:

***@***

6.2

Applicable Law

6.3

Assignment

6.4

Successors and Assigns

6.5

Headings

6.6

Time

6.7

Entire Agreement

6.8

Amendment

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Make 2-3 introductions per month as requested by the company to potential strategic partners

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Make 2-3 introductions per month as requested by the company to potential capital market partners

1.

a Public Listing or equity raise of the Common Shares of the Corporation, in accordance with the following vesting schedule:

2.

All unvested Series A Warrants shall be vested upon Change of Control.

a)

the purchase or acquisition of voting shares of the Corporation and/or securities convertible into voting shares of the Purchaser or carrying the right to acquire voting shares of the Purchaser ("Convertible Securities") as a result of which a person, group of persons or persons acting jointly or in concert, or any Affiliates or Associates (as such terms are defined in the Securities Act (Ontario)) of any such person, group of persons or any of such persons acting jointly or in concert (collectively the "Holders") beneficially own or exercise control or direction over voting shares and/or Convertible Securities of the Purchaser such that, assuming after the conversion of the Convertible Securities beneficially owned by the Holders thereof, would have the right to cast more than 50% of the votes attached to all voting shares of the Corporation; or

b)

approval by the shareholders of:

(i)

a liquidation, dissolution or winding up of the Corporation, or

(ii)

the sale, lease or exchange of all or substantially all of the assets of the Corporation, or

(iii)

an amalgamation, arrangement, merger or other consolidation or combination of the Corporation with another entity pursuant to which the shareholders of the Corporation immediately thereafter do not own securities of the successor or continuing entity which would entitle them to cast more than 50% of the votes attaching to all voting shares.