Debt Settlement Agreement, by and between N2OFF, Inc. and Plantify Foods, Inc., dated November 15, 2024

Exhibit 10.1

DEBT SETTLEMENT AGREEMENT

THIS AGREEMENT is made as of 15 day of November, 2024

BETWEEN:

PLANTIFY FOODS, INC., a company incorporated under the laws of the Province of British Columbia, having an office at 2264 East 11th Avenue, Vancouver, British Columbia V5N 1Z6

(the “Debtor”)

AND:

N2OFF, INC., a company incorporated under the laws of the State of Nevada, having an office at HaPardes 134, Neve Yarak, Israel

(the “Creditor”)

WHEREAS:

NOW THEREFORE in consideration of the representations, warranties, covenants and agreements hereinafter set forth and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the Parties), the Parties agree as follows:

The Debtor acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.

The closing of the Debt settlement contemplated by this Agreement (the “Closing”) shall occur at the offices in Vancouver, BC of Owen Bird Law Corporation (“Owen Bird”) on the day which is the third Business Day after the Debtor’s receipt of acceptance of the TSX Venture Exchange to the filing of this Agreement, or such other date and/or location as may be agreed by the Parties (the “Closing Date”). In this Agreement, “Business Day” means a day that is not Saturday, Sunday, or a day observed as a bank holiday or a statutory holiday in the Province of British Columbia.

On the Closing Date and subject to the conditions as set out herein, the Debtor shall issue to the Creditor that number of Shares, at the price per Share, as set out in Schedule A hereto (the “Settlement Shares”) in full and final payment of the Debt, and the Creditor agrees to accept the Shares as full and final payment of the Debt. Within two Business Days of the Closing Date, the Debtor shall deliver to the Creditor the stock certificate, or evidence of the direct registration system notice, representing the Settlement Shares (in either case, the “Certificate”) bearing the applicable legends required pursuant to section 3.3(d) hereof.

The Creditor hereby agrees that, upon receipt of the Certificate by the Creditor, the Debt will be fully satisfied and extinguished and, at such time, the Creditor shall be deemed to have irrevocably and unconditionally remised, released and forever discharged the Debtor from all claims, demands, obligations and damages of whatsoever kind in connection with, arising under, or related to, the Debt.

The Creditor acknowledges to the Debtor that:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE ♦.

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT. THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE. A NEW CERTIFICATE NOT BEARING THIS LEGEND MAY BE OBTAINED UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT THE SALE OF SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.

WITHOUT PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL ♦.

The Convertible Debenture (as defined in Schedule A hereto) shall forthwith upon the Closing be deemed to have been cancelled and the Line of Credit (as defined in Schedule A hereto) shall be terminated in its entirety.

The Debtor represents and warrants to the Creditor as follows and acknowledges that the Creditor is relying on such representations and warranties:

The Creditor represents and warrants to the Debtor as follows and acknowledges that the Debtor is relying on such representations and warranties:

The respective obligations of each of the Parties to effect the Closing shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:

Forthwith upon the Closing, the Creditor will release the Security (as defined in the Convertible Debenture) in accordance with section 13.06 of the general security agreement dated April 4, 2023 between the Creditor and the Debtor securing the obligations of the Debtor under the Convertible Debenture (the “General Security Agreement”).

The Creditor acknowledges and consents to the collection, use and disclosure of personal information by the TMX Group Limited and its affiliates, authorized agents, subsidiaries and divisions, including the TSX Venture Exchange for the following purposes: (i) to verify personal information that has been provided about an individual, (ii) to provide disclosure to market participants as to the security holdings of directors, officers, other insiders and promoters of an issuer or its associates or affiliates, (iii) to conduct enforcement proceedings, and (iv) to perform other investigations as required by and to ensure compliance with all applicable rules, policies, rulings and regulations of the TSX Venture Exchange, applicable securities laws and other legal and regulatory requirements governing the conduct and protection of the public markets in Canada. The Creditor further acknowledges that as part of this process, the TSX Venture Exchange also collects additional personal information from other sources, including but not limited to, securities regulatory authorities in Canada or elsewhere, investigative, law enforcement or self-regulatory organizations, regulations services providers and each of their subsidiaries, affiliates, regulators and authorized agents, to ensure that the purposes set out above can be accomplished. The personal information collected by the TSX Venture Exchange may also be disclosed (i) to the aforementioned agencies and organizations or as otherwise permitted or required by law and may be used for the purposes described above for their own investigations, and (ii) on the TSX Venture Exchange’s website or through printed materials published by or pursuant to the directions of the TSX Venture Exchange. The TSX Venture Exchange may from time to time use third parties to process information and/or provide other administrative services and may share information with such third-party services providers.

Certain information, including among other things, the name, address, telephone number and email address of the Creditor, the number of Settlement Shares, the consideration payable for the Settlement Shares, the Closing Date and the prospectus exemption under which the Settlement Shares will be issued to the Creditor will be disclosed to the Canadian securities regulatory authorities, and such information is being indirectly collected by the Canadian securities regulatory authorities under the authority granted to them under Canadian securities legislation. This information is being collected for the purposes of the administration and enforcement of Canadian securities legislation. The Creditor hereby authorizes the indirect collection of such information by the Canadian securities regulatory authorities. In the event the Creditor has any questions with respect to the indirect collection of such information, it should contact the British Columbia Securities Commission as follows:

P.O. Box 10142, Pacific Centre

701 West Georgia Street

Vancouver, British Columbia V7Y 1L2 Canada

Inquiries: (604) 899-6854

Toll free in Canada: 1 ###-###-####

Email: ***@***

Public official contact: FOI Inquiries

This Agreement supersedes all prior agreements, understandings, negotiations, written or oral, with respect to the subject matter hereof. This Agreement may not be amended or modified in any respect except by written instrument executed by each of the Parties.

Any notices required to be given by either Party to the other under this Agreement shall be in writing and shall be sufficiently given if mailed by prepaid registered mail to the other Party at its address first above written. All such notices shall be conclusively deemed to have been given and received on the second business day after the day of such mailing. Either Party may by notice in writing to the other designate another address to which notices mailed more than 10 days after the giving of notice of change of address shall be addressed.

This Agreement shall be governed by and construed solely in accordance with the laws of the Province of British Columbia (without giving effect to its conflict of laws principles) and the laws of Canada applicable therein. Any and all disputes arising under this Agreement, whether as to interpretation, performance or otherwise, shall be subject to the exclusive jurisdiction of the courts of the Province of British Columbia and each of the Parties irrevocably attorns to the jurisdiction of the courts of such Province.

Time shall be of the essence of this Agreement.

If any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, unless in either case as a result of such determination this Agreement would fail in its essential purpose.

Each Party shall, with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated hereby, and each Party shall provide such further documents or instruments required by the other Party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions whether before or after the Closing Date.

This Agreement shall enure to the benefit of and be binding upon each the Parties and their respective successors and assigns. This Agreement may not be assigned by either Party without the prior written consent of the other Party.

The Creditor acknowledges that Owen Bird acts solely on behalf of the Debtor in respect of this Agreement and that it has been advised to seek, has had the opportunity to seek, and was not discouraged from seeking independent legal, tax and other advice prior to the execution and delivery of this Agreement and that, if it did not avail itself of that opportunity prior to signing this Agreement, it did so voluntarily without any pressure or influence by the Debtor.

The Creditor acknowledges that there may be material tax consequences to the Creditor of an acquisition or disposition of the Settlement Shares and the Debtor gives no opinion and makes no representation to the Creditor with respect to the tax consequences to the Creditor under applicable federal, state, provincial, local or foreign tax laws.

The Parties agree that this Agreement may be executed in counterparts, and may be signed and delivered through digital signature software or electronically signed and delivered by facsimile transmission or by email in Portable Document File (PDF) format, each of which so signed will be deemed to be an original and all of which together shall form one and the same instrument, and notwithstanding the date of execution shall be deemed to bear the date set forth above.

IN WITNESS WHEREOF the Parties have executed this Agreement with effect of the above effective date notwithstanding its actual date of execution.

PLANTIFY FOODS, INC.

N2OFF, INC.

SCHEDULE A

THE DEBT

Total amount of Debt: CDN$2,052,879.39