N2OFF, Inc. Sample Contracts
UNDERWRITING AGREEMENT between Save foods, inc. and ThinkEquity LLC as Representative of the Several UnderwritersUnderwriting Agreement • August 18th, 2022 • Save Foods Inc. • Agricultural chemicals • New York
The undersigned, Save Foods, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Save Foods, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative” or “ThinkEquity”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 10th, 2024 • N2OFF, Inc. • Agricultural chemicals • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 10, 2024 by and among N2OFF, Inc., a Nevada corporation, with headquarters located at 134 HaPardes (Meshek Sander) Neve Yarak, Israel 4994500 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • December 26th, 2023 • Save Foods, Inc. • Agricultural chemicals
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of December 22, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and SAVE FOODS, INC., a company incorporated under the laws of the State of Delaware (the “Company”).
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • August 18th, 2022 • Save Foods Inc. • Agricultural chemicals
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [______], 2023, which is one hundred eighty (180) days following the Commencement Date (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on, [_____], 2027, the date that is five (5) years following the Commencement Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Save Foods, Inc., a Delaware corporation (the “Company”), up to [_____]1 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF SAVE FOODS, INC. (the “Corporation”)Warrant Agreement • June 29th, 2020 • Save Foods Inc. • Agricultural chemicals
This warrant to purchase shares of Common Stock (the “Warrant”) certifies that, for value received, ________________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _________ , 2020 (the “Initial Exercise Date”), and on or prior to the close of business 36 (thirty-six) months following the Issue Date (the “Termination Date”), provided that, if such date is not a Trading Day, the Termination Date should be the immediate following Trading Day but not thereafter, to subscribe for and purchase from the Corporation, up to ________ shares of Common Stock (the “Warrant Shares”). The purchase price of one Warrant Share shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 12th, 2026 • Nexentis Technologies Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 12, 2026, between Nexentis Technologies Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 10th, 2024 • N2OFF, Inc. • Agricultural chemicals
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 10, 2024, by and among N2OFF, Inc., a corporation incorporated in Nevada, with headquarters located at HaPardes 134 (Meshek Sander), Neve Yarak, Israel 4994500 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 22nd, 2026 • Nexentis Technologies Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 22, 2026, between Nexentis Technologies Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 16th, 2021 • Save Foods Inc. • Agricultural chemicals
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of September 23, 2020, by and among Save Foods, Inc., a Delaware corporation (the “Company”) and Medigus Ltd., a company organized under the laws of the state of Israel (the “Investor”).
LOAN AGREEMENTLoan Agreement • May 22nd, 2025 • N2OFF, Inc. • Agricultural chemicals
This Agreement (the “Agreement”) is effective as of May 22, 2025 by and between MitoCareX Bio Ltd., a private company incorporated under the laws of the State of Israel, whose principal address is at 40 Gordon Street, Givatayim, Israel (the “Company”) and the lender, who will provide the Company a loan amount as set forth in Schedule A (the “Lender”) and such entity listed on Schedule B hereto (the “Guarantor”). The Company, the Lender and the Guarantor are referred to collectively as the “Parties” and individually as a “Party”.
SERVICES AGREEMENTServices Agreement • March 16th, 2021 • Save Foods Inc. • Agricultural chemicals
This Services Agreement (the “Agreement”) is made and entered into this 10 day of October 2018, by and between Pimi Agro Cleantech Ltd., registration number 51-349712-3, a company organized and registered under the laws of the State of Israel with address at POB 360, Yokneam, Israel (the “Company”), and Mr. Dan Sztybel (“Sztybel”) on behalf of a company under his control, Dan Sztybel Consulting Group Ltd., Israeli ID No. 313935561residing at Kazan 2/3, Raanana, Israel (the “Contractor”).
PURCHASE AGREEMENTPurchase Agreement • May 13th, 2025 • N2OFF, Inc. • Agricultural chemicals
THIS PURCHASE AGREEMENT (this “Agreement”), dated as of May 12, 2025, is between N2OFF, INC., a Nevada corporation, with headquarters located at 134 HaPardes (Meshek Sander) Neve Yarak, Israel 4994500 (the “Company”), and the investor listed on the Schedule of Buyers attached as Schedule I hereto (the “Buyer”).
CONSULTING AGREEMENTConsulting Agreement • March 16th, 2021 • Save Foods Inc. • Agricultural chemicals • New York
This CONSULTING AGREEMENT (this “Agreement”) is made and entered as of November 1, 2020 (the “Effective Date”), by and between Save Foods, Inc., a Delaware corporation (the “Company”), and S.T. Sporting (1996) Ltd. (the “Consultant”). Each of the Company and the Consultant shall additionally be referred to herein as a “Party” and collectively, the “Parties”.
SECURITIES PURCHASE AND EXCHANGE AGREEMENTSecurities Purchase and Exchange Agreement • February 26th, 2025 • N2OFF, Inc. • Agricultural chemicals
This SECURITIES PURCHASE AND EXCHANGE AGREEMENT (the “Agreement”) is entered into as of February 25, 2025 by and among N2OFF, Inc., a Nevada corporation, with an office address of HaPardes 134 (Meshek Sander), Neve Yarak, Israel (“N2OFF” or the “Purchaser”), MitoCareX Bio Ltd., a private company incorporated under the laws of the State of Israel, whose principal address is at 40 Gordon Street, Givatayim, Israel (“MitoCareX”), SciSparc Ltd., a public company incorporated under the laws of the State of Israel, whose principal address is at 20 Raul Wallenberg St., Tel Aviv, Israel (“SciSparc”), Dr. Alon Silberman, Israeli ID Number 033264292 , residing at 40 Gordon Street, Givatayim, Israel (“Alon”), Prof. Ciro Leonardo Pierri, bearer of Italian passport No. YA7291658, residing at Via dello stadio 19, 74021 Carosino (TA), Italy (“Ciro”, together with SciSparc and Alon, the “Sellers”). Each of N2OFF, MitoCareX, SciSparc, Alon and Ciro shall be referred to as a “Party” and collectively, the
Corporate Advisory Consulting AgreementCorporate Advisory Consulting Agreement • March 16th, 2021 • Save Foods Inc. • Agricultural chemicals • New York
This Corporate Advisory Consulting Agreement (this “Agreement”), is made as of August 30, 2017, between Save Foods, Inc., a Delaware corporation, having its principal place of business located at C.O: Earthbound LLC, 156 Fifth Avenue, Floor 10, New York, NY 10010-7751156 USA (the “Company”) and Goldmed Ltd. an cornpany organized under the laws of the state of Israel, having an address Herzl Rosenblum St 6 Tel Aviv, Israel under the control of Prof. Benad Goldwassr (the “Consultant”), the Company and the Consultant are sometimes referred to individually, as a “Party” and collectively, as the “Parties.”
LOAN AGREEMENTLoan Agreement • August 18th, 2025 • N2OFF, Inc. • Agricultural chemicals
This Agreement (the “Agreement”) is effective as of August 17, 2025 by and between MitoCareX Bio Ltd., a private company incorporated under the laws of the State of Israel, whose principal address is at 40 Gordon Street, Givatayim, Israel (the “Company”) and the lender, who will provide the Company a loan amount as set forth in Schedule A (the “Lender”) and such entity listed on Schedule B hereto (the “Guarantor”). The Company, the Lender and the Guarantor are referred to collectively as the “Parties” and individually as a “Party”.
AMENDED AND RESTATED FACILITY AGREEMENTFacility Agreement • May 27th, 2026 • Nexentis Technologies Inc. • Pharmaceutical preparations
THIS AMENDED AND RESTATED FACILITY AGREEMENT (the “Agreement”) is made as of May 27, 2026, by and between L.I.A. Pure Capital Ltd., company no. 514408715, or such other party as shall be designated by L.I.A. Pure Capital Ltd. (the “Lender”) and Nexentis Technologies Inc. (formerly N2OFF, Inc.) (the “Borrower” or the “Company”) (the Borrower together with the Lender, the “Parties” and individually each a “Party”). This Agreement amends and restates in its entirety that certain Facility Agreement, dated as of October 1, 2024, by and between the Lender and the Borrower (the “Original Agreement”). From and after the date hereof, the Original Agreement shall be amended and restated in its entirety and replaced by this Agreement.
AMENDMENT TO THE SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 20th, 2025 • N2OFF, Inc. • Agricultural chemicals
THIS AMENDMENT, dated March 19, 2025, (this “Amendment”), to the Securities Purchase Agreement dated December 10, 2024 (the “SPA”) between N2OFF, Inc., a Nevada corporation, with offices located at 134 HaPardes (Meshek Sander) Neve Yarak, Israel 4994500 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
AmendmentPurchase Agreement • July 28th, 2025 • N2OFF, Inc. • Agricultural chemicals • New York
Amendment, dated as of July 25, 2025 (this “Amendment”), to the Purchase Agreement dated as of May 12, 2025 (the “Agreement”), by and between N2OFF, Inc., a Nevada corporation (the “Company”), and the investor listed on the Schedule of Buyers attached thereto as Schedule 1 (the “Buyer”). Capitalized terms used herein not otherwise defined shall have the meanings given to such terms in the Agreement.
AGREEMENT OF MERGER OF SAVE FOODS, INC. AND SAVE FOODS, INC.Merger Agreement • November 9th, 2023 • Save Foods, Inc. • Agricultural chemicals
THIS AGREEMENT OF MERGER (this “Agreement”) is entered into by and between Save Foods, Inc., a Delaware corporation (“Parent”) and Save Foods, Inc., a Nevada corporation (“Subsidiary”), as of the 6th day of November, 2023.
AMENDMENT TO LOAN AGREEMENT Amendment Executed on: May 22, 2025Loan Agreement • May 22nd, 2025 • N2OFF, Inc. • Agricultural chemicals
This AMENDMENT TO LOAN AGREEMENT (this “Amendment”) to the Loan Agreement dated December 22, 2024 (the “Agreement”) is entered into on May 22, 2025 (the “Effective Date”), by and between MitoCareX Bio Ltd, (the “MitoCareX” or the “Company” as defined in the Agreement), L.I.A Pure Capital Ltd. (“Pure Capital”, or the “Guarantor” as defined in the Agreement), and N2OFF, Inc. (“N2OFF” or the “Lender” as defined in the Agreement), (Each of them shall be referred to herein from time to time as a “Party” or collectively as the “Parties”).
Certain identified information has been excluded from the exhibit because it both (i) is not material and (ii) is the type that the company treats as private or confidential, and such information has been marked at the appropriate place with [***]....Stock Exchange Agreement • July 12th, 2023 • Save Foods, Inc. • Agricultural chemicals
This STOCK EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of July 11, 2023 (the “Effective Date”) by and between Yaaran Investments Ltd., a company organized under the laws of the State of Israel (“Yaaran”), Save Foods Ltd. and Save Foods, Inc. (together “Save Foods”) and NewCo Ltd. (or such future name as shall be determined between the Parties upon the incorporation of NewCo or as shall be approved by the Israeli Registrar of Companies), in accordance with the terms of this Agreement and the Contract, as defined herein), a private company to be incorporated under the laws of the State of Israel by Yaaran (the “NewCo”). Save Foods, Yaaran and NewCo (upon its formation) are each a “Party” and collectively, the “Parties”).
Initial Closing Date Acknowledgement and Confirmation AddendumInitial Closing Date Acknowledgement and Confirmation Addendum • February 28th, 2025 • N2OFF, Inc. • Agricultural chemicals
This Initial Closing Date Acknowledgement and Confirmation Addendum is made and entered into on February 24, 2025, by and between Solterra Brand Services Italy SRL (“SB”) and N2OFF, Inc. (“N2OFF”), pursuant to that certain Shareholders Agreement (“SHA”) dated February 10, 2025, by and among N2OFF, SB and SB Impact 4 LTD (“SBI4”), (the “Addendum”).
AMENDMENT NO. 1 TO SECURITIES PURCHASE AND EXCHANGE AGREEMENTSecurities Purchase and Exchange Agreement • May 22nd, 2025 • N2OFF, Inc. • Agricultural chemicals
This AMENDMENT No.1 (the “Amendment”) to the Securities Purchase and Exchange Agreement, dated February 25, 2025 (the “Agreement”), by and among N2OFF, Inc., a Nevada corporation (the “Purchaser”), MitoCareX Bio Ltd., a private company incorporated under the laws of the State of Israel (“MitoCareX”), SciSparc Ltd., a public company incorporated under the laws of the State of Israel (“SciSparc”), Dr. Alon Silberman, Israeli ID Number 033264292 (“Alon”), and Prof. Ciro Leonardo Pierri, bearer of Italian passport No. YA7291658 (“Ciro”, and together with SciSparc and Alon, the “Sellers”), is made by and among the Purchaser, MitoCareX and the Sellers as of May 18, 2025. Each of N2OFF, MitoCareX, SciSparc, Alon and Ciro shall be referred to as a “Party” and collectively, the “Parties”.
addendum no. 1 to SERVICES AGREEMENTServices Agreement • March 16th, 2021 • Save Foods Inc. • Agricultural chemicals
This addendum, dated May 5, 2019 (the “Addendum”) constitutes addendum no. 1 to that certain Services Agreement dated October 10, 2018 (hereinafter, the “Agreement”), by and between Pimi Agro Cleantech Ltd., company number 51-349712-3 (“Company”), and Dan Sztybel, ID No. 313935561, on behalf of a company under his control, Dan Sztybel Consulting Group Ltd. (the “Contractor”).
Certain confidential information contained in this document, marked by brackets and asterisk, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because it (i) is not material and (ii) would be competitively harmful if publicly...Commission Agreement • March 16th, 2021 • Save Foods Inc. • Agricultural chemicals
This commission agreement (the “Agreement”), is effective as of September 22, 2020 (“Effective Date”) by and between Earthbound Technologies, LLC, having its principal place of business at 156 Fifth Avenue, 10th Floor, New York, NY 10010 (together with its affiliates, shareholders, or assigns, “EBT”) and Save Foods Ltd., having its principal place of business at 20 Raoul Wallenberg St., Tel-Aviv, Israel (“Save Foods” or the “Company”).
Securities Exchange AgreementSecurities Exchange Agreement • January 13th, 2026 • N2OFF, Inc. • Agricultural chemicals
This Securities Exchange Agreement (this “Agreement”) is entered into as of January 13, 2026 (the “Execution Date”), by and between N2OFF, Inc., a company incorporated under the laws of the State of Nevada, with an address at HaPardes 134 (Meshek Sander), Neve Yarak, Israel (“N2OFF”), Save Foods Ltd., a private company incorporated under the laws of the State of Israel, company no. 513497123, whose registered office is at HaPardes 134 (Meshek Sander), Neve Yarak (“Save Foods” or the “Company”), and Voice Assist Inc., a public company incorporated under the laws of the State of Nevada, United States, with principal offices at 20 Raul Wallenberg, Tel Aviv 6971916, Israel (“Voice Assist”). Each of N2OFF, Voice Assist and, for the limited purposes expressly set forth herein, Save Foods, shall be referred to as a “Party” and collectively, the “Parties”.
SERVICES AGREEMENTServices Agreement • March 16th, 2021 • Save Foods Inc. • Agricultural chemicals
This Services Agreement (the “Agreement”) is made and entered into this 15 day of January 2019, by and between Pimi Agro Cleantech Ltd., registration number 51-349712-3, a company organized and registered under the laws of the State of Israel with address at POB 360, Yokneam, Israel (the “Company”), and NSNC Consulting Ltd., a company organized and registered under the laws of the State of Israel, company number No. 512422973, with address at Aharon Beker 4A/8, Tel Baruch, Tel Aviv Israel (the “Contractor”).
Share Purchase AgreementShare Purchase Agreement • April 10th, 2025 • N2OFF, Inc. • Agricultural chemicals
A current copy of the Company’s Israeli Registrar of Companies extract as of the date of signing this Agreement is attached as Appendix A.
DEBT SETTLEMENT AGREEMENTDebt Settlement Agreement • November 18th, 2024 • N2OFF, Inc. • Agricultural chemicals • British Columbia
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
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • April 6th, 2023 • Save Foods Inc. • Agricultural chemicals • New York
This SECURITIES EXCHANGE AGREEMENT (the “Agreement”) is entered into as of March 31, 2023 by and among Save Foods, Inc., a Delaware corporation, with an office address of HaPardes 134 (Meshek Sander), Neve Yarak, Israel (“Save Foods”) and Plantify Foods, Inc., a British Columbia company, with an office address of 2264 East 11th Avenue, Vancouver, Canada (“Plantify”). Save Foods and Plantify are each a “Party” and collectively, the “Parties”.
SERVICES AGREEMENTServices Agreement • January 13th, 2026 • N2OFF, Inc. • Agricultural chemicals
This Services Agreement (this “Agreement”) is entered into as of the Execution Date (as defined in the Securities Exchange Agreement referenced below), by and between N2OFF, Inc., a company incorporated under the laws of the State of Nevada (“N2OFF”), and Voice Assist, Inc., a public company incorporated under the laws of the State of Nevada (“Voice Assist,” and together with N2OFF, the “Parties,” and each, a “Party”). In connection herewith, N2OFF agrees to provide certain non-exclusive, general services to Voice Assist from time to time (the “Services”), and Voice Assist agrees to pay the fees set forth herein as consideration for the Services. This Agreement is entered into concurrently with, and as a separate, standalone agreement in connection with, that certain Securities Exchange Agreement, dated as of the Execution Date, by and among N2OFF, Save Foods Ltd., and Voice Assist (the “Securities Exchange Agreement”).
PIPE COMMON WARRANT TO PURCHASE COMMON STOCK NEXENTIS TECHNOLOGIES INC.Pipe Common Warrant • June 22nd, 2026 • Nexentis Technologies Inc. • Pharmaceutical preparations • New York
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on the sixty (60) month anniversary of the Release Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nexentis Technologies Inc., a Nevada corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. Subject to the provisions of Section 2.3, the purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.
Certain confidential information contained in this document, marked by brackets and asterisk, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because it (i) is not material and (ii) would be competitively harmful if publicly...Distribution Agreement • March 16th, 2021 • Save Foods Inc. • Agricultural chemicals
This DISTRIBUTION AGREEMENT (this “Agreement”) is made as of September 22nd, 2020 (the “Effective Date”), by and between Save Foods Ltd., a company incorporated in the State of Israel, with registered offices at 20 Raoul Wallenberg, Tel Aviv, Israel (the “Company”) and Safe-Pack Products Ltd., a company incorporated in the State of Israel, with registered offices at 7 Astoria St. Hadera, Israel and its Affiliates (the “Distributor”) (each of Company and Distributor may also be referred to as a “Party” and together, the “Parties”).
AMENDMENT NO. 2 TO SECURITIES PURCHASE AND EXCHANGE AGREEMENTSecurities Purchase and Exchange Agreement • July 24th, 2025 • N2OFF, Inc. • Agricultural chemicals
This AMENDMENT No. 2 (the “Amendment”) to the Securities Purchase and Exchange Agreement, dated February 25, 2025, as amended on May 18, 2025 (the “Agreement”), by and among N2OFF, Inc., a Nevada corporation (the “Purchaser”), MitoCareX Bio Ltd., a private company incorporated under the laws of the State of Israel (“MitoCareX”), SciSparc Ltd., a public company incorporated under the laws of the State of Israel (“SciSparc”), Dr. Alon Silberman, Israeli ID Number 033264292 (“Alon”), and Prof. Ciro Leonardo Pierri, bearer of Italian passport No. YA7291658 (“Ciro”, and together with SciSparc and Alon, the “Sellers”), is made by and among the Purchaser, MitoCareX and the Sellers as of July 24, 2025. Each of N2OFF, MitoCareX, SciSparc, Alon and Ciro shall be referred to as a “Party” and collectively, the “Parties”.