Exhibit 10.1

STRATEGIC DIVESTITURE & SETTLEMENT A G R EEME NT EFFECTIVE DATE: April 25, 2026 ,, PARTIES: 1. HESTIA INSIGHT INC., a Nevada corporation ("Parent" Oi th:, Comp_an(J· 2. EDWARD LEE, an individual and Chairman/President of the Company ( Executive). RECITALS WHEREAS, Executive has provided six (6) years of dedicated service to Parent as Chairman and President (2020 - 2026) without receiving cash salary, health insurance, or standard executive benefits; WHEREAS, Parent recognizes an outstanding compensation liability and accrued debt of $500,000 (the "Debt") owed to Executive for said services; W HERE AS , Parent owns 100% of the membership interest in Hestia Investments lnc.(the "Subsidiary"); WHEREAS, Parent and Executive desire to settle the Debt through the transfer of the Subsidiary to Executive, thereby streamlining Parent's balance sheet and reducing its consolidated operational burn rate in preparation for upcoming merger activities . SECTION 1: THEEXCHANGE & VALUATION 1. Transfer oflnterest: Parent herebyassigns, transfers, and conveys 100% of its equity and membership interest in the Subsid i ary to Executive. 2. Satisfaction of Debt: In full consideration for the transfer o f the Subsidiary, Executive hereby cancels, waives, and releases Parent from the $500,000 Debt 3. Mutual Aclmowledgment of Value: Both parties agree that the fair market value of the Subsidiary is approximately $500,000. This valuation ls based on an assessment of the Subsidiary's assets and the immediate relief of Parent's obligation to fund the Subsidiary's ongoing operational deficits. SECTION 2 : SHAREHOLDER EARNINGS PARTICIPATION 1. Participation Right: As additiona l consideration for the benefit of Parent's minority stockholders, the Subsidiary shaU pay to Parent an amount equal to 20% ofits a nn u a l Net Earnings. 2. Duration: This participation obllgation shaU remain in effect for a period of two (2) years following the Closing Date. 3. Record Date: All payments received by Parent under this Section s h all be distributed pro - r ata to Parent's stockholders of record as of April 30, 2026. SECTION 3 : TAX TREATMENT & DEFERRED REALIZATION 1. Tax - Neutral Intent : The parties intend for this transaction to be treated as a "value - for - valueN exchange of a debt instrument for property of equal value . � - 2 Non - Recognition ofJmmediate Gain : The parties acknowledge that Executive's gain if any, shall be realized only upon a future "Liquidity Event" or the sale of the Subsidiary's' assets to a third party, and not upon the initial execution of this transfer .

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