Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On November 15, 2024, N2OFF, Inc. (the "Company") entered into a Debt Settlement Agreement (the "Settlement Agreement") with Plantify Foods, Inc., a British Columbia company ("Plantify"), pursuant to which Plantify shall issue to the Company 2,420,848 of its common shares (the "Settlement Shares") at a deemed price of CDN$0.848 per share in full and final payment of the debt to the Company in the aggregate amount of CDN$2,052,879.39 (the "Debt"). The Debt consists of (i) CDN$1,691,342.47, representing the principal and accrued interest on that certain Series 2023-1 convertible debenture which matured on October 4, 2024 and (ii) US$258,240.66 representing draws against a line of credit which the Company had made available to Plantify. The closing of the Settlement Agreement shall occur on the third business day after Plantify's receipt of acceptance of the filing of the Settlement Agreement from the TSX Venture Exchange or such later date as may be agreed to by the parties (the "Closing Date"). For the avoidance of any doubt, as of the date of this Current Report on Form 8-K, the foregoing approval from the TSX Venture Exchange has not been obtained. On the Closing Date, and subject to satisfaction of all conditions set forth in the Settlement Agreement, Plantify shall issue the Settlement Shares to the Company, and the Company shall agree to accept the Settlement Shares as full and final payment of the Debt. Pursuant to the Settlement Agreement, upon receipt of the certificate representing the Settlement Shares, the Debt will be fully satisfied and extinguished, and the Company shall release and discharge Plantify from all claims, demands, obligations and damages arising under, or related to, the Debt and shall release collateral securing the convertible debenture. Upon issuance of the Settlement Shares, the Company will hold approximately 65.4% of Plantify's outstanding common shares.

The Settlement Shares have not and will not be registered under the Securities Act of 1933, as amended (the "Act") and may not be offered, pledged, or sold, assigned, or otherwise transferred, directly or indirectly, to or for the account of a US person without registration or compliance with the requirements of an exemption under the Act. The Agreement states that Plantify has no present intention of registering the Settlement Shares under the Act. In addition, the Settlement Shares are subject to resale restrictions under Canadian law and may not be disposed of in Canada for a period of four months and one day from the date of the distribution of the Settlement Shares unless a statutory exemption is available.

The Settlement Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing description of the terms of the Settlement Agreement is qualified in its entirety by reference to such exhibit.