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Exhibit 10.5

NUZEE, INC.

2019 STOCK INCENTIVE PLAN

NuZee, Inc.

2019 Stock Incentive Plan

Effective September 19, 2019

Table of Contents

Article 1. INTRODUCTION .......................................................................................................... 1

Article 2. ADMINISTRATION...................................................................................................... 1

2.1

Committee Composition ..................................................................................................... 1

2.2

Committee Responsibilities ................................................................................................ 1

Article 3. SHARES AVAILABLE FOR GRANTS. ...................................................................... 1

3.1

Basic Limitation.................................................................................................................. 1

3.2

Additional Shares................................................................................................................ 2

Article 4. ELIGIBILITY. ................................................................................................................ 2

4.1

Nonstatutory Stock Options And Restricted Shares ........................................................... 2

4.2

Incentive Stock Options ...................................................................................................... 2

Article 5. OPTIONS........................................................................................................................ 2

5.1

Stock Option Agreement..................................................................................................... 2

5.2

Number Of Shares............................................................................................................... 2

5.3

Exercise Price...................................................................................................................... 2

5.4

Exercisability And Term..................................................................................................... 2

5.5

Limitations .......................................................................................................................... 3

5.6

Form of Consideration ........................................................................................................ 3

5.7

Exercise of Option .............................................................................................................. 3

5.8

Early Exercise of Options ................................................................................................... 5

Article 6. RESTRICTED SHARES................................................................................................ 5

6.1

Time, Amount And Form Of Awards................................................................................. 5

6.2

Stock Award Agreement..................................................................................................... 5

6.3

Voting And Dividend Rights .............................................................................................. 5

6.4

Transferability..................................................................................................................... 5

6.5

Other Restrictions ............................................................................................................... 5

6.6

Removal of Restrictions...................................................................................................... 5

Article 7. ADJUSTMENTS; DISSOLUTION OR LIQUIDATION; MERGER OR CHANGE IN

CONTROL ..................................................................................................................... 6

7.1

Adjustments ........................................................................................................................ 6

7.2

Dissolution Or Liquidation ................................................................................................. 6

7.3

Certain Transactions/Change In Control ............................................................................ 6

7.4

Outside Director Awards .................................................................................................... 7

7.5

Modification Or Assumption Of Options ........................................................................... 7

Article 8. LEAVE OF ABSENCE/ TRANSFERABILITY ........................................................... 8

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8.1

Leave Of Absence/Transfer Between Locations ................................................................ 8

8.2

Transferability Of Awards .................................................................................................. 8

Article 9. LIMITATION ON RIGHTS........................................................................................... 8

9.1

Retention Rights.................................................................................................................. 8

9.2

Regulatory Requirements.................................................................................................... 8

Article 10. TAX. ............................................................................................................................. 8

10.1 General ................................................................................................................................ 8

10.2 Compliance With Code Section 409A ................................................................................ 9

Article 11. AMENDMENT/ TERMINATION/ TERM. ................................................................ 9

1.1

Term Of The Plan ............................................................................................................... 9

11.2 Amendment And Termination ............................................................................................ 9

11.3 Stockholder Approval ......................................................................................................... 9

11.4 Effect Of Amendment Or Termination............................................................................... 9

Article 12. CONDITIONS UPON ISSUANCE OF SHARES. .................................................... 10

12.1 Legal Compliance ............................................................................................................. 10

12.2 Investment Representations .............................................................................................. 10

12.3 Inability To Obtain Authority ........................................................................................... 10

12.4 Stockholder Approval ....................................................................................................... 10

12.5 Entire Agreement; Governing Law................................................................................... 10

12.6 Successors And Assigns ................................................................................................... 10

12.7 Clawback........................................................................................................................... 10

Article 13. DEFINITIONS............................................................................................................ 11

Article 14. EXECUTION.............................................................................................................. 14

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NUZEE, INC.

2019 STOCK INCENTIVE PLAN

Effective September 19, 2019

Article 1.

INTRODUCTION

Effective September 19, 2019, the Board hereby adopts the Plan.

The purpose of the Plan is to promote the long-term success of the Company and the creation of

stockholder value by (a) encouraging Employees, Directors and Consultants to focus on critical long-

range objectives, (b) encouraging the attraction and retention of Employees, Directors and Consultants

with exceptional qualifications and (c) linking Employees, Directors and Consultants directly to

stockholder interests through increased stock ownership. The Plan seeks to achieve this purpose by

providing for Awards in the form of Restricted Shares or Options (which may constitute incentive stock

options or nonstatutory stock options).

Article 2.

ADMINISTRATION.

2.1

COMMITTEE COMPOSITION. The Plan shall be administered by the Committee. The

Committee shall consist exclusively of two or more Directors of the Company, who shall be

appointed by the Board. In addition, the composition of the Committee shall satisfy such

requirements as the Securities and Exchange Commission may establish for administrators acting

under plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the

Exchange Act and any other Applicable Law.

The Board may also appoint one or more separate committees of the Board, each composed of

one or more Directors of the Company who need not satisfy the foregoing requirements, who may

administer the Plan with respect to Employees and Consultants who are not considered officers or

Directors of the Company under Section 16 of the Exchange Act, may grant Awards under the

Plan to such Employees and Consultants and may determine all terms of such Awards.

2.2

COMMITTEE RESPONSIBILITIES. The Committee shall (a) select the Service Providers

who are to receive Awards under the Plan, (b) determine the type, number, vesting requirements

and other features and conditions of such Awards, (c) interpret the Plan and (d) make all other

decisions relating to the operation of the Plan. The Committee may adopt such rules or guidelines

as it deems appropriate to implement the Plan. The Committee may amend or modify any

outstanding Awards in any manner to the extent the Committee would have had the authority

under the Plan initially to make such Awards as so amended or modified. The Committee’s

determinations under the Plan shall be final and binding on all persons and will be given the

maximum deference permitted under Applicable Law.

Article 3.

SHARES AVAILABLE FOR GRANTS.

3.1

BASIC LIMITATION. Shares issued pursuant to the Plan may be authorized but unissued

shares or treasury shares, or shares reacquired by the Company. The number of shares stated in

this Section 3.1 as available for the grant of Awards is subject to adjustment in accordance with

Article 7. The aggregate number of Shares available for Awards under the Plan is ten million

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(10,000,000). The maximum number of Shares that may be issued upon the exercise of ISOs will

equal the aggregate Share number stated above, plus, to the extent allowable under Code Section

422 and the Treasury Regulations promulgated thereunder, any Shares that become available for

issuance under the Plan pursuant to Section 3.2.

3.2

ADDITIONAL SHARES. Any shares of Common Stock subject to an Award that is canceled,

forfeited or expires prior to exercise or realization, either in full or in part, shall again become

available for issuance under the Plan as ISOs or any type of Award. Notwithstanding anything to

the contrary contained herein: shares subject to an Award under the Plan shall not again be made

available for issuance or delivery under the Plan if such shares are (a) shares tendered in payment

of an Option, or (b) shares delivered or withheld by the Company to satisfy any tax withholding

obligation. The Company, during the term of this Plan, will at all times reserve and keep

available such number of Shares as will be sufficient to satisfy the requirements of the Plan.

Article 4.

ELIGIBILITY.

4.1

NONSTATUTORY STOCK OPTIONS AND RESTRICTED SHARES. Service Providers

shall be eligible for the grant of Restricted Shares. Only Service Providers of the Company or a

Subsidiary shall be eligible for the grant of NQOs.

4.2

INCENTIVE STOCK OPTIONS. Only Employees who are common-law employees of the

Company, a Parent or a Subsidiary shall be eligible for the grant of ISOs.

Article 5.

OPTIONS.

5.1

STOCK OPTION AGREEMENT. Each grant of an Option under the Plan shall be evidenced

by a Stock Option Agreement between the Optionee and the Company. Such Option shall be

subject to all applicable terms of the Plan and may be subject to any other terms that are not

inconsistent with the Plan. The Stock Option Agreement shall specify whether the Option is an

ISO or an NQO. The provisions of the various Stock Option Agreements entered into under the

Plan need not be identical.

5.2

NUMBER OF SHARES. Each Stock Option Agreement shall specify the number of Shares

subject to the Option and shall provide for the adjustment of such number in accordance with

Article 7.

5.3

EXERCISE PRICE. Each Stock Option Agreement shall specify the Exercise Price; provided

that the Exercise Price shall in no event be less than 100% of the Fair Market Value of a Share on

the date of grant. In the case of an ISO granted to a Participant who, at the time the ISO is

granted, owns stock representing more than ten percent (10%) of the total combined voting power

of all classes of stock of the Company or any Parent or Subsidiary, the term of the ISO will be

five (5) years from the date of grant or such shorter term as may be provided in the Stock Option

Agreement.

5.4

EXERCISABILITY AND TERM. Each Stock Option Agreement shall specify the date when

the Option is to become exercisable. The term of each Option will be stated in the Stock Option

Agreement; provided, however, that the term will be no more than ten (10) years from the date of

grant thereof. In the case of an ISO granted to a Participant who, at the time the ISO is granted,

owns stock representing more than ten percent (10%) of the total combined voting power of all

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classes of stock of the Company or any Parent or Subsidiary, the term of the ISO will be five (5)

years from the date of grant or such shorter term as may be provided in the Stock Option

Agreement.

5.5

LIMITATIONS. Each Option will be designated in the Stock Option Agreement as either an

ISO or a NQO. Notwithstanding such designation, however, to the extent that the aggregate Fair

Market Value of the Shares with respect to which ISOs are exercisable for the first time by the

Participant during any calendar year (under all plans of the Company and any Parent or

Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as

NQOs to the extent such treatment is not in violation of Section 409A. For purposes of this

Section 5.5, ISOs will be taken into account in the order in which they were granted, the Fair

Market Value of the Shares will be determined as of the time the Option with respect to such

Shares is granted, and calculation will be performed in accordance with Code Section 422 and

Treasury Regulations promulgated thereunder.

5.6

FORM OF CONSIDERATION. The Committee will determine the acceptable form of

consideration for exercising an Option, including the method of payment. In the case of an ISO,

the Committee will determine the acceptable form of consideration at the time of grant. Such

consideration may consist entirely of: (1) cash; (2) check; (3) other Shares, provided that such

Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price of

the Shares as to which such Option will be exercised and provided, further that accepting such

Shares will not result in any adverse accounting consequences to the Company, as the Committee

determines in its sole discretion; (4) consideration received by the Company under cashless

exercise program (whether through a broker or otherwise) implemented by the Company in

connection with the Plan; (5) by net exercise; (6) such other consideration and method of

payment for the issuance of Shares to the extent permitted by Applicable Laws; or (7) any

combination of the foregoing methods of payment. In making its determination as to the type of

consideration to accept, the Committee will consider if acceptance of such consideration may be

reasonably expected to benefit the Company, and will only permit a form which would not.

5.7

EXERCISE OF OPTION.

(a)

Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder will

be exercisable according to the terms of the Plan and at such times and under such

conditions as determined by the Committee and set forth in the Stock Option Agreement.

An Option may not be exercised for a fraction of a Share.

An Option will be deemed exercised when the Company receives: (i) notice of exercise

(in such form as the Committee may specify from time to time) from the person entitled

to exercise the Option; and (ii) full payment for the Shares with respect to which the

Option is exercised (together with applicable tax withholding). Full payment may consist

of any consideration and method of payment authorized by the Committee and permitted

by the Stock Option Agreement and the Plan. Shares issued upon exercise of an Option

will be issued in the name of the Participant or, if requested by the Participant, in the

name of the Participant and his or her spouse. Until the Shares are issued (as evidenced

by the appropriate entry on the books of the Company or of a duly authorized transfer

agent of the Company), no right to vote or receive dividends or any other rights as a

stockholder will exist with respect to the Shares subject to an Option, notwithstanding the

exercise of the Option. No adjustment will be made for a dividend or other right for

which the record date is prior to the date the Shares are issued, except as provided in

Article 7 of the Plan.

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Exercising an Option in any manner will decrease the number of Shares thereafter

available, both for purposes of the Plan and for sale under the Option, by the number of

Shares as to which the Option is exercised.

(b)

Termination of Relationship as a Service Provider. If a Participant ceases to be a

Service Provider, other than upon the Participant’s termination as the result of the

Participant’s death or Disability or as a result of termination for Cause, the Participant

may exercise his or her Option within such period of time as is specified in the Stock

Option Agreement (but in no event later than the expiration of the term of such Option as

set forth in the Stock Option Agreement) to the extent that the Option is vested on the

date of termination. In the absence of a specified time in the Stock Option Agreement,

the Option shall remain exercisable for three (3) months following the Participant’s

termination. Unless otherwise provided by the Committee, if on the date of termination

the Participant is not vested as to his or her entire Option, the Shares covered by the

unvested portion of the Option will revert to the Plan. If after termination the Participant

does not exercise his or her Option within the time specified by the Committee, the

Option will terminate, and the Shares covered by such Option will revert to the Plan.

(c)

Termination for Cause. Except as explicitly provided otherwise in a Participant’s Stock

Option Agreement, if a Participant ceases to be a Service Provider as a result of

termination for Cause, the Option will terminate immediately upon such Participant’s

termination as a Service Provider, and the Participant will be prohibited from exercising

his or her Option from and after the date of such termination as a Service Provider. For

the avoidance of doubt, notwithstanding any vesting schedule set forth in the

Participant’s Stock Option Agreement, upon a Participant’s termination for Cause, all

Options held by such Participant, vested and unvested, immediately will revert to the

Plan.

(d)

Disability of Participant. If a Participant ceases to be a Service Provider as a result of

the Participant’s Disability, the Participant may exercise his or her Option within such

period of time as is specified in the Stock Option Agreement (but in no event later than

the expiration of the term of such Option as set forth in the Stock Option Agreement) to

the extent the Option is vested on the date of termination. In the absence of a specified

time in the Stock Option Agreement, the Option shall remain exercisable for twelve (12)

months following the Participant’s termination. Unless otherwise provided by the

Committee, if on the date of termination the Participant is not vested as to his or her

entire Option, the Shares covered by the unvested portion of the Option will revert to the

Plan. If after termination the Participant does not exercise his or her Option within the

time specified herein, the Option will terminate, and the Shares covered by such Option

will revert to the Plan.

(e)

Death of Participant. If a Participant dies while a Service Provider, the Option may be

exercised within such period of time as is specified in the Stock Option Agreement (but

in no event later than the expiration of the term of such Option as set forth in the Stock

Option Agreement) to the extent that the Option is vested on the date of death, by the

Participant’s designated beneficiary, provided such beneficiary has been designated prior

to the Participant’s death in a form acceptable to the Committee. If no such beneficiary

has been designated by the Participant, then such Option may be exercised by the

personal representative of the Participant’s estate or by the person(s) to whom the Option

is transferred pursuant to the Participant’s will or in accordance with the laws of descent

and distribution. In the absence of a specified time in the Stock Option Agreement, the

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Option shall remain exercisable for twelve (12) months following the Participant’s death.

Unless otherwise provided by the Committee, if at the time of death Participant is not

vested as to his or her entire Option, the Shares covered by the unvested portion of the

Option immediately will revert to the Plan. If the Option is not so exercised within the

time specified herein, the Option will terminate, and the Shares covered by such Option

will revert to the Plan.

5.8

EARLY EXERCISE OF OPTIONS. An Option may, but need not, include a provision

whereby the Participant may elect at any time before the Participant ceases to be a Service

Provider, to exercise the Option as to any part or all of the Shares subject to the Option prior to

the full vesting of the Option. Subject to any repurchase limitation, any unvested Shares so

purchased may be subject to a repurchase right in favor of the Company or to any other restriction

the Committee determines to be appropriate.

Article 6.

RESTRICTED SHARES.

6.1

TIME, AMOUNT AND FORM OF AWARDS. Awards under the Plan may be granted in the

form of Restricted Shares to Service Providers in such amounts as the Committee, in its sole

discretion, will determine.

6.2

STOCK AWARD AGREEMENT. Each Award of Restricted Shares will be evidenced by a

Stock Award Agreement that will specify the Period of Restriction, the number of Shares granted,

and such other terms and conditions as the Committee, in its sole discretion, will determine,

including, without limitation, any price to be paid by the Participant for such Restricted Shares.

Unless the Committee determines otherwise, the Company as escrow agent, will hold the

Restricted Shares until the restrictions on such Shares have lapsed.

6.3

VOTING AND DIVIDEND RIGHTS. Unless otherwise provided in the Stock Award

Agreement, during the Period of Restriction, the holder of Restricted Shares awarded under the

Plan shall have full voting, dividend and other rights provided with respect to the Shares. Without

limitation, a Stock Award Agreement may require that the holders of Restricted Shares invest any

cash dividends received in additional Restricted Shares (in which case such additional Restricted

Shares shall be subject to the same conditions and restrictions as the Award with respect to which

the dividends were paid), or may defer payment of any dividends until vesting of the Award.

6.4

TRANSFERABILITY. Except as provided in this Article 6 or as the Committee determines,

Restricted Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or

hypothecated until the end of the applicable Period of Restriction.

6.5

OTHER RESTRICTIONS. The Committee, in its sole discretion, may impose such other

restrictions on Restricted Shares as it may deem advisable or appropriate; provided however that

restrictions and conditions applicable to Restricted Shares must be structured in a way that would

cause such Restricted Shares to be exempt from Section 409A by virtue of such Restricted Shares

being transferred under Section 83 of the Code.

6.6

REMOVAL OF RESTRICTIONS. Except as otherwise provided in this Article 6, Shares of

Common Stock covered by each Restricted Share grant made under the Plan will be released

from escrow as soon as practicable after the last day of the Period of Restriction or at such other

time as the Committee may determine. The Committee, in its discretion, may accelerate the time

at which any restrictions will lapse or be removed.

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Article 7.

ADJUSTMENTS; DISSOLUTION OR LIQUIDATION; MERGER OR CHANGE IN CONTROL

7.1

ADJUSTMENTS. In the event that any dividend or other distribution (whether in the form of

cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split,

reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of

Shares or other securities of the Company, or other change in the corporate structure of the

Company affecting the Shares occurs, the Committee, in order to prevent diminution or

enlargement of the benefits or potential benefits intended to be made available under the Plan,

will adjust the number and class of shares that may be delivered under the Plan and/or the

number, class, and price of shares covered by each outstanding Award and the numerical Share

limits in Article 3 of the Plan. It is intended that, if possible, any adjustments contemplated be

made in a manner that satisfies applicable legal, tax (including, without limitation and as

applicable in the circumstances, Code Sections 424 and 409A) and accounting (so as to not

trigger any charge to earnings with respect to such adjustment) requirements. Additionally, the

Committee will make such adjustments to an Award required by Section 25102(o) of the

California Corporations Code to the extent that the Company is relying upon the exemption

afforded under such statute with respect to the Award.

7.2

DISSOLUTION OR LIQUIDATION. In the event of the proposed dissolution or liquidation of

the Company, the Committee will notify each Participant as soon as practicable prior to the

effective date of such proposed transaction. To the extent it has not been previously exercised, an

Award will terminate immediately prior to the consummation of such proposed action.

7.3

CERTAIN TRANSACTIONS/ CHANGE IN CONTROL. In the event of a merger,

consolidation or similar transaction directly or indirectly involving the Company, each

outstanding Award will be treated as the Committee determines (subject to the provisions of the

following paragraph) whether with or without a Participant’s consent, including, without

limitation, that (i) such Award will be assumed, or a substantially equivalent Award will be

substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate

adjustments as to the number and kind of shares and prices as set forth in Section 7.1; (ii) upon

written notice to the applicable Participant, such Award will terminate upon or immediately prior

to the consummation of such transaction; (iii) (1) such Award will terminate in exchange for an

amount of cash and/or property, if any, equal to the amount that would have been attained upon

the exercise of such Award or realization of the applicable Participant’s rights as of the date of

the occurrence of such transaction (and, for the avoidance of doubt, if as of the date of the

occurrence of such transaction the Committee determines in good faith that no amount would

have been attained upon the exercise of such Award or realization of the applicable Participant’s

rights thereunder, then such Award may be terminated by the Company without payment), or

(2) such Awards will be replaced with other rights or property selected by the Committee in its

sole discretion; or (iv) any combination of the foregoing. In taking any of the actions permitted

under this Section 7.3, the Committee will not be obligated to treat all Awards, all Awards held

by a Participant, all Awards of the same type, or all portions of the same Award, similarly.

Notwithstanding the generality of the foregoing, in the event of a merger, consolidation or similar

transaction directly or indirectly involving the Company that results in a Change in Control and in

which the acquiring or succeeding corporation does not assume or substitute for the Award (or

portion of the Award), the Participant will fully vest in and have the right to exercise all of his or

her outstanding Options (or portion thereof) that are not assumed or substituted for, including

Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on

Restricted Shares (or portions thereof) not assumed or substituted for will lapse, and, with respect

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to Awards with performance-based vesting (or portions thereof) not assumed or substituted for,

all performance goals or other vesting criteria will be deemed achieved at one hundred percent

(100%) of target levels and all other terms and conditions met, in each case, unless specifically

provided otherwise under the applicable Award Agreement or other written agreement between

the Participant and the Company or any of its Parent or Subsidiaries, as applicable. In addition, if

an Option (or portion thereof) is not assumed or substituted for, the Committee will notify the

Participant in writing or electronically that the Option (or its applicable portion) will be

exercisable for a period of time determined by the Committee in its sole discretion, and the

Option (or its applicable portion) will terminate upon the expiration of such period.

Notwithstanding anything in this Section 7.3 to the contrary, and unless otherwise provided for in

an Award Agreement or other written agreement between the Participant and the Company or any

of its Parent or Subsidiaries, as applicable, an Award that vests, is earned or paid-out upon the

satisfaction of one or more performance goals will not be considered assumed if the Company or

its acquirer or successor modifies any of such performance goals without the Participant’s

consent; provided, however, a modification to such performance goals only to reflect the

acquiring or succeeding corporation’s corporate structure following the applicable transaction

will not be deemed to invalidate an otherwise valid Award assumption.

Notwithstanding anything in this Section 7.3 to the contrary, if a payment under an Award

Agreement is subject to Code Section 409A and if the change in control definition contained in

the Award Agreement or other agreement related to the Award does not comply with the

definition of “change in control” for purposes of a distribution under Code Section 409A, then

any payment of an amount that is otherwise accelerated under this Section will be delayed until

the earliest time that such payment would be permissible under Code Section 409A without

triggering any penalties applicable under Code Section 409A.

7.4

OUTSIDE DIRECTOR AWARDS. With respect to Awards granted to an Outside Director, in

the event of a Change in Control in which such Awards are assumed or substituted for, if on the

date of or following such assumption or substitution the Participant’s status as a Director or a

director of the successor corporation, as applicable, is terminated other than upon a voluntary

resignation by the Participant (unless such resignation is at the request of the acquirer), then the

Participant will fully vest in and have the right to exercise Options as to all of the Shares

underlying such Award, including those Shares which would not otherwise be vested or

exercisable, all restrictions on Restricted Stock will lapse, and, with respect to Awards with

performance-based vesting, unless specifically provided otherwise under the applicable Award

Agreement, a Company policy applicable to the Participant, or other written agreement between

the Participant and the Company, all performance goals or other vesting criteria will be deemed

achieved at one hundred percent (100%) of target levels and all other terms and conditions met.

7.5

MODIFICATION OR ASSUMPTION OF OPTIONS. The Committee may modify, extend or

assume outstanding options or may accept the cancellation of outstanding options (whether

granted by the Company or by another issuer) in return for the grant of new options for the same

or a different number of shares and at the same or a different exercise price. The foregoing

notwithstanding, no modification of an Option shall, without the consent of the Optionee, alter or

impair his or her rights or obligations under such Option (except that the Committee has the

authority to amend any outstanding Option without the Optionee’s consent if the Committee

deems it necessary or advisable to comply with Code Section 409A). In addition, to the extent the

Committee’s modification of the purchase price or the exercise price of any outstanding Award

effects a repricing, shareholder approval shall be required before the repricing is effective.

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Article 8.

LEAVE OF ABSENCE/ TRANSFERABILITY

8.1

LEAVE OF ABSENCE/TRANSFER BETWEEN LOCATIONS. Unless the Committee

provides otherwise and except as required by Applicable Laws, vesting of Awards granted

hereunder will be suspended during any unpaid leave of absence. For purposes of ISOs, no such

leave may exceed three (3) months, unless reemployment upon expiration of such leave is

guaranteed by statute or contract. If reemployment upon expiration of a leave of absence

approved by the Company is not so guaranteed, then six (6) months following the first (1^st) day of

such leave any ISO held by the Participant will cease to be treated as an ISO and will be treated

for tax purposes as a NQO.

8.2

TRANSFERABILITY OF AWARDS. Unless determined otherwise by the Committee, an

Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any

manner other than by will or by the laws of descent or distribution and may be exercised, during

the lifetime of the Participant, only by the Participant. If the Committee makes an Award

transferable, such Award will not be transferable other than for no consideration, and will contain

such additional terms and conditions as the Committee deems appropriate.

Article 9.

LIMITATION ON RIGHTS.

9.1

RETENTION RIGHTS. Neither the Plan nor any Award granted under the Plan shall be

deemed to give any individual a right to remain a Service Provider. The Company and its Parents

and Subsidiaries reserve the right to terminate the service of any Service Provider at any time,

with or without Cause, subject to Applicable Laws, the Company’s certificate of incorporation

and bylaws and a written employment agreement (if any).

9.2

REGULATORY REQUIREMENTS. Any other provision of the Plan notwithstanding, the

obligation of the Company to issue Shares under the Plan shall be subject to all Applicable Laws,

rules and regulations and such approval by any regulatory body as may be required. The

Company reserves the right to restrict, in whole or in part, the delivery of Shares pursuant to any

Award prior to the satisfaction of all legal requirements relating to the issuance of such Shares, to

their registration, qualification or listing or to an exemption from registration, qualification or

listing.

Article 10.

TAX.

10.1

GENERAL. To the extent provided by the terms of an Award Agreement and subject to the

discretion of the Committee, the Participant may satisfy any federal, state, local, foreign or other

taxes (including the Participant’s FICA obligation) tax withholding obligation relating to the

exercise or acquisition of Common Stock under an Award by any of the following means (in

addition to the Company’s right to withhold from any compensation paid to the Participant by the

Company) or by a combination of such means: (a) tendering a cash payment; (b) authorizing the

Company to withhold shares of Common Stock from the shares of Common Stock otherwise

issuable to the Participant as a result of the exercise or acquisition of Common Stock under the

Award, provided, however, that no shares of Common Stock are withheld with a value exceeding

the minimum amount of tax required to be withheld by law; or (c) delivering to the Company

previously owned and unencumbered shares of Common Stock of the Company. The Company

shall not be required to issue any Shares or make any cash payment under the Plan until such

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obligations are satisfied. The amount of the withholding requirement will be deemed to include

any amount which the Committee agrees may be withheld at the time the election is made, not to

exceed the amount determined by using the maximum federal, state or local marginal income tax

rates applicable to the Participant with respect to the Award on the date that the amount of tax to

be withheld is to be determined. The Fair Market Value of the Shares to be withheld or delivered

will be determined as of the date that the taxes are required to be withheld.

10.2

COMPLIANCE WITH CODE SECTION 409A. All Awards granted hereunder are intended

to be exempt from or comply with the requirements of Section 409A. Any ambiguities in this

Plan or any Award granted hereunder will be interpreted to so comply with or be exempt from

Section 409A, as appropriate. The terms of the Plan and any Award granted under the Plan shall

be interpreted, operated and administered in a manner consistent with the foregoing intention.

Notwithstanding any other provision in the Plan or an Award Agreement, the Committee, to the

extent it unilaterally deems necessary or advisable in its sole discretion, reserves the right, but

shall not be required, to amend or modify the Plan and any Award granted under the Plan so that

the Award qualifies for exemption from or complies with Section 409A; provided, however, that

the Company makes no representation that the Awards granted under the Plan shall be exempt

from or comply with Section 409A of the Code. Any amounts payable under the Plan shall be

excludible from the requirements of Section 409A, either as involuntary separation pay or as

short-term deferral amounts, to the maximum possible extent. In no event will the Company (or

any Parent or Subsidiary of the Company, as applicable) have any liability for or reimburse a

Participant for any taxes imposed or other costs incurred under Section 409A.

Whenever in the provision of payment or benefit under the Plan is conditioned on the Service

Provider’s execution and non-revocation of a waiver and release of claims, such waiver and

release must be executed and not revoked, and all revocation periods must have expired, on or

prior to the stated payment date; otherwise, the payment or benefit is forfeited. In no event may

a Service Provider, directly or indirectly, designate the calendar year of a payment.

Article 11.

AMENDMENT/ TERMINATION/ TERM.

11.1

TERM OF THE PLAN Subject to Section 12.4 of the Plan, the Plan will become effective upon

its adoption by the Board. Unless sooner terminated under Section 11.2, it will continue in effect

for a term of ten (10) years from the date of such approval.

11.2

AMENDMENT AND TERMINATION. The Board may at any time amend, alter, suspend or

terminate the Plan, provided any such amendment, alteration or suspension is in compliance with

Section 409A, to the extent applicable.

11.3

STOCKHOLDER APPROVAL. The Company will obtain stockholder approval of any Plan

amendment to the extent necessary and desirable to comply with Applicable Laws.

11.4

EFFECT OF AMENDMENT OR TERMINATION. No amendment, alteration, suspension or

termination of the Plan will impair the rights of any Participant, unless mutually agreed otherwise

between the Participant and the Committee, which agreement must be in writing and signed by

the Participant and the Company. Termination of the Plan will not affect the Committee’s ability

to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior

to the date of such termination.

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Article 12.

CONDITIONS UPON ISSUANCE OF SHARES.

12.1

LEGAL COMPLIANCE. Shares will not be issued pursuant to the exercise of an Award unless

the grant and exercise of such Award and the issuance and delivery of such Shares will comply

with Applicable Laws and will be further subject to the approval of counsel for the Company with

respect to such compliance.

12.2

INVESTMENT REPRESENTATIONS. As a condition to the exercise of an Award, the

Company may require the person exercising such Award to represent and warrant at the time of

any such exercise that the Shares are being purchased only for investment and without any

present intention to sell or distribute such Shares if, in the opinion of counsel for the Company,

such a representation is required.

12.3 INABILITY TO OBTAIN AUTHORITY. The inability of the Company to obtain authority

from any regulatory body having jurisdiction or to complete or comply with the requirements of

any registration or other qualification of the Shares under any state, federal or non U.S. law or

under the rules and regulations of the Securities and Exchange Commission, the stock exchange

on which Shares of the same class are then listed, or any other governmental or regulatory body,

which authority, registration, qualification or rule compliance is deemed by the Company’s

counsel to be necessary or advisable for the issuance and sale of any Shares hereunder, will

relieve the Company of any liability in respect of the failure to issue or sell such Shares as to

which such requisite authority, registration, qualification or rule compliance will not have been

obtained.

12.4

STOCKHOLDER APPROVAL. The Plan will be subject to approval by the stockholders of

the Company within twelve (12) months after the date the Plan is adopted by the Board.

12.5

ENTIRE AGREEMENT; GOVERNING LAW. The Plan and each Award Agreement

constitute the entire agreement of the parties with respect to the subject matter hereof and

supersede in their entirety all prior undertakings and agreements of the Company and Participant

with respect to the subject matter thereof. The Plan and each Award Agreement is governed by

the internal substantive laws but not the choice of law rules of the State of Nevada.

12.6

SUCCESSORS AND ASSIGNS. The Company may assign any of its rights under this Plan and

any Award Agreement to single or multiple assignees, and this Plan and any Award Agreement

shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions

on transfer herein set forth, this Plan and any Award Agreement shall be binding upon Participant

and his or her heirs, executors, administrators, successors and assigns.

12.7

CLAWBACK. Notwithstanding any other provisions in this Plan to the contrary, any Award

received by a Subject Participant, and/or any Share issued upon exercise of any Award received

by a Subject Participant hereunder, and/or any amount received with respect to any sale of any

such Award or Share, will be subject to potential cancellation, recoupment, rescission, payback or

other action to the extent required pursuant to Applicable Law, government regulation or national

securities exchange listing requirement (or any clawback policy adopted by the Company

pursuant to any such law, government regulation or national securities exchange listing

requirement). Each Subject Participant agrees and consents to the Company’s application,

implementation and enforcement of any policy established by the Company that may apply to the

Subject Participant and any provision of applicable law, government regulation or national

securities exchange listing requirement relating to cancellation, rescission, payback or

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recoupment of compensation, and expressly agrees that the Company may take such actions as

are necessary to effectuate any such policy (as applicable to the Subject Participant) or Applicable

Law, government regulation or national securities exchange listing requirement without further

consent or action being required by the Subject Participant.

Article 13.

DEFINITIONS.

13.1

“Applicable Laws” means the requirements relating to the administration of equity-based awards

under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock

exchange or quotation system on which the Common Stock is listed or quoted and the applicable

laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

13.2

“Award” means any award of an Option or a Restricted Share under the Plan.

13.3

“Award Agreement” means either or both a Stock Option Agreement and a Stock Award

Agreement.

13.4

“Board” means the Company’s Board of Directors, as constituted from time to time.

13.5

“Cause” means, with respect to a Participant, the occurrence of any of the following events: (i)

such Participant’s commission of a felony or any crime involving fraud, dishonesty or moral

turpitude under the laws of the United States or any state thereof; (ii) such Participant’s attempted

commission of, or participation in, a fraud or act of dishonesty against the Company, Parent or

Subsidiary; (iii) such Participant’s intentional, material violation of any contract or agreement

between the Participant and the Company, Parent or Subsidiary or of any statutory duty owed to

the Company, Parent or Subsidiary; (iv) such Participant’s unauthorized use or disclosure of the

Company’s, Parent’s or Subsidiary’s confidential information or trade secrets; (v) such

Participant’s gross negligence or willful misconduct; or (vi) such Participant’s action which

constitutes “Cause” under his or her applicable employment or consulting agreement. The

determination that a termination of the Participant’s continuous status as a Service Provider is

either for Cause or without Cause shall be made by the Company in its sole discretion. Any

determination by the Company that Participant’s continuous status as a Service Provider was

terminated by reason of dismissal without Cause for the purposes of outstanding Awards held by

such Participant shall have no effect upon any determination of the rights or obligations of the

Company or such Participant for any other purpose. If, subsequent to a Participant’s termination

as a Service Provider, it is discovered that such Participant could have been terminated for Cause,

the Participant shall, at the election of the Company, in its sole discretion, be deemed to have

been terminated for Cause retroactively to the date the events giving rise to Cause occurred. In

such event, any amounts or Shares received under this Plan shall be returned to the Company

within thirty (30) days of the Company’s written demand.

13.6

“Change in Control” shall mean the occurrence of any of the following events:

(a)

Change in Ownership of the Company. A change in the ownership of the Company

which occurs on the date that any one person, or more than one person acting as a group

(“Person”), acquires ownership of the stock of the Company that, together with the stock

held by such Person, constitutes more than fifty percent (50%) of the total voting power

of the stock of the Company, provided, however, that for purposes of this subsection (a),

the acquisition of additional stock by any one Person, who is considered to own more

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than fifty percent (50%) of the total voting power of the stock of the Company will not be

considered a Change in Control; or

(b)

Change in Effective Control of the Company. A change in the effective control of the

Company occurs on the date that a majority of members of the Board is replaced during

any twelve (12) month period by Directors whose appointment or election is not endorsed

by a majority of the members of the Board prior to the date of the appointment or

election. For purposes of this subsection (b), if any Person is considered to be in

effective control of the Company, the acquisition of additional control of the Company by

the same Person will not be considered a Change in Control; or

(c)

Change in Ownership of a Substantial Portion of the Company’s Assets. A change

in the ownership of a substantial portion of the Company’s assets which occurs on the

date that any Person acquires (or has acquired during the twelve (12) month period

ending on the date of the most recent acquisition by such Person or Persons) assets from

the Company that have a total gross fair market value equal to or more than fifty percent

(50%) of the total gross fair market value of all of the assets of the Company immediately

prior to such acquisition or acquisitions. For purposes of this subsection (c), gross fair

market value means the value of the assets of the Company, or the value of the assets

being disposed of, determined without regard to any liabilities associated with such

assets.

For purposes of this Section 13.6, Persons will be considered to be acting as a group if

they are owners of a corporation that enters into a merger, consolidation, purchase or

acquisition of stock, or similar business transaction with the Company.

Notwithstanding the foregoing, a transaction will not be deemed a Change in Control,

with respect to an Award subject to Section 409A, unless the transaction qualifies as a

change in control event within the meaning of Section 409A, as it has been and may be

amended from time to time, and any proposed or final Treasury Regulations and Internal

Revenue Service guidance that has been promulgated or may be promulgated thereunder

from time to time.

Further and for the avoidance of doubt, a transaction will not constitute a Change in

Control if: (i) its sole purpose is to change the jurisdiction of the Company’s

incorporation, or (ii) its sole purpose is to create a holding company that will be owned in

substantially the same proportions by the Persons who held the Company’s securities

immediately before such transaction.

13.7

“Code” means the Internal Revenue Code of 1986, as amended.

13.8

“Committee” means a committee of the Board, as described in Article 2.

13.9 “Common Stock” means the common stock, par value $0.00001 per share, of the

Company.

13.10 “Company” means NuZee, Inc., a Nevada corporation.

13.11 “Consultant” means a consultant or adviser who provides bona fide services to the Company, a

Parent or a Subsidiary as an independent contractor. Service as a Consultant shall be considered

employment for all purposes of the Plan, except as provided in Section 4.2.

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13.12 “Director” shall mean a member of the Board.

13.13 “Disability” means total and permanent disability as defined in Code Section 22(e)(3), provided

that in the case of Awards other than ISOs, the Committee in its discretion may determine

whether a permanent and total disability exists in accordance with uniform and non-

discriminatory standards adopted by the Committee from time to time.

13.14 “Employee” means a common-law employee of the Company, a Parent or a Subsidiary.

13.15 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

13.16 “Exercise Price” means the amount for which one Share may be purchased upon exercise of such

Option, as specified in the applicable Stock Option Agreement.

13.17 “Fair Market Value” means, for so long as the Common Stock is listed on any established stock

exchange or a national market system, including without limitation the New York Stock

Exchange, or the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital

Market of The Nasdaq Stock Market, its Fair Market Value will be the closing sales price for

such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on

the day of determination, as reported in The Wall Street Journal or such other source as the

Administrator deems reliable. If the Common Stock is regularly quoted by a recognized

securities dealer but selling prices are not reported, the Fair Market Value of a Share will be the

mean between the high bid and low asked prices for the Common Stock on the day of

determination, as reported in The Wall Street Journal or such other source as the Committee

deems reliable. In the absence of an established market for the Common Stock, the Fair Market

Value shall be determined in good faith by the Committee and such determination shall be

conclusive and binding on all persons.

13.18 “ISO” means an incentive stock option described in section 422(b) of the Code.

13.19 “NQO” means a stock option not described in sections 422 or 423 of the Code.

13.20 “Option” means an ISO or NQO granted under the Plan and entitling the holder to purchase

Shares.

13.21 “Optionee” means an individual or estate who holds an Option.

13.22 “Outside Director” means a Director who is not an Employee.

13.23 “Parent” means a “parent corporation” whether now or hereafter existing, as defined in Code

Section 424(e).

13.24 “Participant” means an individual or estate who holds an Award.

13.25 “Period of Restriction” means the period during which the transfer of Restricted Shares are

subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such

restrictions may be based on the passage of time, the achievement of target levels of performance,

or the occurrence of other events as determined by the Committee.

13.26 “Plan” means this NuZee, Inc. 2019 Stock Incentive Plan, as amended from time to time.

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13.27 “Restricted Share” means a Share awarded under the Plan.

13.28 “Service Provider” means an Employee, Director or Consultant.

13.29 “Share” means a share of Common Stock, as adjusted in accordance with Article 7 of the Plan.

13.30 “Stock Award Agreement” means the agreement between the Company and the recipient of a

Restricted Share that contains the terms, conditions and restrictions pertaining to such Restricted

Share.

13.31 “Stock Option Agreement” means the agreement between the Company and an Optionee that

contains the terms, conditions and restrictions pertaining to his or her Option.

13.32 “Subsidiary” means a “subsidiary corporation” whether now or hereafter existing, as defined in

Code Section 424(f).

13.33 “Subject Participant” means a Participant who is designated by the Board as an “executive

officer” under the Exchange Act.

Article 14.

EXECUTION.

To record the adoption of the Plan by the Board, the Company has caused its duly authorized

officer to execute this document in the name of the Company.

NUZEE, INC.

By: /s/ Masateru Higashida

Masateru Higashida, Chief Executive Officer

and Secretary

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