Exhibit 10.1

AMENDMENT NO. 1 TO SECURITIES PURCHASE AND EXCHANGE AGREEMENT

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”.

WHEREAS, pursuant to the Agreement the Purchaser will acquire from each of the Sellers their respective ordinary shares, nominal (par) value NIS 0.01 each, of MitoCareX (the “Ordinary Shares”), thereby resulting in MitoCareX becoming a wholly-owned subsidiary of the Purchaser, in accordance with the terms provided herein;

WHEREAS, pursuant to Section 1.08 of the Agreement, either Party may terminate the Agreement in the event that the Closing Date (as such term is defined in the Agreement) shall not have occurred within ninety days of February 25, 2025, i.e., by May 26, 2025 (the “Outside Date”); and

WHEREAS, the Parties wish to amend the Agreement to extend the Outside Date;

NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereby agree as follows:

Capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Agreement.

The Parties hereby amend the Agreement by extending the Outside Date set forth in Section 1.08 of the Agreement by ninety (90) days, so that either Party may terminate the Agreement in the event that the Closing Date shall not have occurred within one hundred and eighty (180) days of the date of the Agreement; provided, however, that the right to terminate this Agreement pursuant to said Section 1.08 shall not be available to any Party (i) whose actions or omissions have been a principal cause of, or primarily resulted in, the failure of the Closing to occur on or before such date and such action or failure to act constitutes a breach of the Agreement or (ii) that is in material breach of the Agreement, all as provided for in the Agreement.

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed by their respective duly authorized officers to be effective as of the date first above written.

Exhibit 10.2

LOAN AGREEMENT

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”.

WHEREAS, the Company desires funding to cover its immediate obligations and working capital requirements; and

WHEREAS, the Lender has agreed to provide the amount as set forth in Schedule A to the Company in the form of a loan (the “Loan”), subject to the terms and conditions of this Agreement.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

The preamble to this Agreement shall constitute an integral part hereof.

The Company hereby represents and warrants to the Lenders as follows:

The Guarantor hereby represents and warrants to the Lenders as follows:

Each Party shall bear its own tax liability (including any withholding tax, if any), deriving from all rights and benefits granted under this Agreement, including without limitation all present or future taxes, levies, deductions, penalties, fines, or similar liability under any applicable law.

Each Party will bear its own legal fees and any other expenses with respect to this Agreement.

Each Party hereto agrees to: (a) subject to the reporitng requirements of Lender and the obligations relating thereto, keep the existence of this Agreement and all matters contained herein strictly confidential and not to disclose them, except to their board members, officers and shareholders, and their legal, accounting and other advisers; (b) to consult with each other and agree on desirability, timing and substance of any public announcement or disclosure to the public relating to the Agreement, subject to any applicable law or requirement by any authority.

The Parties acknowledge and agree that this Agreement is the entire complete and exclusive statement of their agreement relating to the subject matter hereof and supersedes all other proposals (whether oral or written), understandings, representations, conditions, and other communications between the Parties relating hereto. This Agreement may be amended only by a subsequent writing that specifically refers to this Agreement and is signed by all Parties, and no other act, document, usage, or custom shall be deemed to amend this Agreement.

This Agreement shall be governed by and construed exclusively in accordance with the laws of the State of Israel. Any and all disputes arising out of or in connection with the execution, interpretation, performance, or non-performance of this Agreement, that are not resolved amicably and in good faith by the Parties, shall be resolved by the competent courts in Tel-Aviv, Israel.

Neither Party may assign any of its rights or obligations under this Agreement without the express prior written consent of the other Parties.

A failure or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or exercise of another right or remedy.

Each Party shall do and execute, or arrange for the doing and executing of, each necessary act, document and thing reasonably within its power to implement this Agreement.

All notices, certificates, acknowledgements and other responses hereunder shall be in writing and shall be deemed properly delivered after one (1) business day if delivered by e-mail as follows: if to the Company alon.silberman@mitocarexbio.com, if to the Lender david@n2off.com and if to the Guarantor kfir@shremzilberman.com, or seven (7) business days after being duly mailed by registered mail to the other Party.

If any term or provision of this Agreement is found to be illegal or unenforceable, the validity of the remainder of the Agreement will remain in full force and effect.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile signatures shall be binding as original signature.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized signatories identified below as of this 22nd day of May 2025.

[signature page to N2Off – MitocareX Loan Third Loan Agreement May 22, 2025

Schedule A

List of Lenders

Schedule B

List of Guarantors

Exhibit 10.3

AMENDMENT TO LOAN AGREEMENT

Amendment Executed on: May 22, 2025

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”).

Capitalized terms used but not otherwise defined herein have the meanings set forth in the Agreement.

R E C I T A L S

WHEREAS, the Parties has entered into the Agreement;

WHEREAS, the Parties wish to amend the Agreement as set forth herein effective as of the Effective Date.

NOW, THEREFORE, the Parties agree as follows:

Section 2.1 Term of Loan shall be deleted in its entirety and replaced with the following:

“The Lender hereby commits to provide the Company a Loan in the aggregate amount of USD 250,000 (Two Hundred and Fifty Thousands United States Dollars) as set forth in Schedule A (the “Principal Amount”), for a period of one (1) year following the date the Principal Amount is provided to the Company (the “Maturity Date”). The Principal Amount shall be provided to the Company immediately following the date of this Agreement.”.

1. General

IN WITNESS WHEREOF, the Parties have executed this Amendment on the date first written above, and as of the Effective Date.

Exhibit 10.4

AMENDMENT TO LOAN AGREEMENT

Amendment Executed on: May 22, 2025

This AMENDMENT TO LOAN AGREEMENT (this “Amendment”) to the Loan Agreement dated March 12, 2025 (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”).

Capitalized terms used but not otherwise defined herein have the meanings set forth in the Agreement.

R E C I T A L S

WHEREAS, the Parties has entered into the Agreement;

WHEREAS, the Parties wish to amend the Agreement as set forth herein effective as of the Effective Date.

NOW, THEREFORE, the Parties agree as follows:

Section 2.1 Term of Loan shall be deleted in its entirety and replaced with the following:

“The Lender hereby commits to provide the Company a Loan in the aggregate amount of USD 250,000 (Two Hundred and Fifty Thousands United States Dollars) as set forth in Schedule A (the “Principal Amount”), for a period of one (1) year following the date the Principal Amount is provided to the Company (the “Maturity Date”). The Principal Amount shall be provided to the Company immediately following the date of this Agreement.”.

IN WITNESS WHEREOF, the Parties have executed this Amendment on the date first written above, and as of the Effective Date.