UNDERWRITING AGREEMENTUnderwriting Agreement • June 19th, 2020 • NuZee, Inc. • Retail-miscellaneous retail • New York
The undersigned, NuZee, Inc., a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Benchmark Company LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) 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:
UNDERWRITING AGREEMENTUnderwriting Agreement • March 23rd, 2021 • NuZee, Inc. • Retail-miscellaneous retail • New York
The undersigned, NuZee, Inc., a corporation formed under the laws of the State of Nevada (collectively, with its Subsidiaries, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named on Schedule A hereto for which Aegis Capital Corp. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein. The offering and sale of the Securities contemplated by this Agreement is referred to herein as the “Offering”.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • March 23rd, 2021 • NuZee, Inc. • Retail-miscellaneous retail • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of March 23, 2021 (the “Issuance Date”) is between NuZee, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
ContractNuZee, Inc. • May 14th, 2020 • Retail-miscellaneous retail • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (AS DEFINED BELOW) TO ANYONE OTHER THAN (I) THE BENCHMARK COMPANY LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING (AS DEFINED BELOW) IN CONNECTION WITH WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION, OR (II) A BONA FIDE OFFICER OR PARTNER OF BENCHMARK COMPANY LLC.
NUZEE, INC. Up to $20,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • December 29th, 2021 • NuZee, Inc. • Retail-miscellaneous retail • New York
NuZee, Inc., a Nevada corporation (the “Company”), proposes to issue and sell through Maxim Group LLC (the “Agent”), as sales agent, shares of common stock, par value $0.00001 per share (the “Common Stock”), of the Company (the “Shares”) having an aggregate offering price of up to $20,000,000 on terms set forth herein. The Shares consist entirely of authorized but unissued Common Stock to be issued and sold by the Company.
NuZee, Inc. Common Stock (par value $0.00001 per share) At Market Issuance Sales AgreementCommon Stock • September 1st, 2020 • NuZee, Inc. • Retail-miscellaneous retail • New York
NUZEE, INC. STOCK OPTION AGREEMENT (2023 Equity Incentive Plan) Nonqualified Stock OptionsStock Option Agreement • August 11th, 2023 • NuZee, Inc. • Retail-miscellaneous retail • Nevada
This Stock Option Agreement (the “Agreement”) is entered into as of [__________], 20[___] (the “Grant Date”), by and between NuZee, Inc., a Nevada corporation (the “Company”), and [_____________] (the “Optionee”) pursuant to the NuZee, Inc. 2023 Equity Incentive Plan (the “Plan”). Any capitalized term used herein but not defined in this Agreement shall have the same meaning ascribed to it in the Plan. In the event of a conflict or inconsistency between the terms and conditions of this Agreement and the Plan, the terms and conditions of the Plan shall govern.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • April 25th, 2013 • Havana Furnishings Inc. • Retail-miscellaneous retail • Nevada
This SHARE EXCHANGE AGREEMENT, dated as of April 19, 2013 (the “Agreement”), is made by and among HAVANA FURNISHINGS INC., a Nevada corporation (“Purchaser”) and NuZee Co., Ltd., a California corporation, (the “Company”), and each of the shareholders of the Company set forth on Schedule A hereof (collectively, the “Sellers”).
NUZEE, INC. RESTRICTED STOCK AWARD AGREEMENT (2019 EQUITY INCENTIVE PLAN)Restricted Stock Award Agreement • August 11th, 2023 • NuZee, Inc. • Retail-miscellaneous retail • Nevada
This Stock Award Agreement (the “Agreement”) is entered into as of [DATE], (the “Grant Date”), by and between NuZee, Inc., a Nevada corporation (“the Company”), and [NAME] (“Participant”) pursuant to the Company’s 2019 Equity Incentive Plan (the “Plan”). Any capitalized term not defined in this Agreement shall have the same meaning ascribed to it in the Plan.
EMPLOYMENT AGREEMENTEmployment Agreement • December 23rd, 2022 • NuZee, Inc. • Retail-miscellaneous retail • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of April 14, 2021, by and between NuZee, Inc., a Nevada Corporation (the “Company”), and Tomoko Toyota (“Employee”).
NUZEE, INC. RESTRICTED STOCK AWARD AGREEMENT (2023 EQUITY INCENTIVE PLAN)Restricted Stock Award Agreement • August 11th, 2023 • NuZee, Inc. • Retail-miscellaneous retail • Nevada
This Stock Award Agreement (the “Agreement”) is entered into as of [ ] (the “Grant Date”), by and between NuZee, Inc., a Nevada corporation (the “Company”), and [ ] (the “Participant”) pursuant to the Company’s 2023 Equity Incentive Plan (the “Plan”). Any capitalized term used herein but not defined in this Agreement shall have the same meaning ascribed to it in the Plan. In the event of a conflict or inconsistency between the terms and conditions of this Agreement and the Plan, the terms and conditions of the Plan shall govern.
CONSULTING AGREEMENTConsulting Agreement • September 6th, 2011 • Havana Furnishings Inc. • Washington
THIS AGREEMENT (the "Agreement") is made this 15th day of July, 2011, between Havana Furnishings Inc., a Nevada corporation (hereinafter referred to as the "Company), and Executive Consulting Services, (ECS) Group, hereinafter referred to as "Consultant."
ContractNuZee, Inc. • August 19th, 2024 • Retail-miscellaneous retail • New York
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE AND AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, IS PROVIDED TO SUCH EFFECT. THE TERMS “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 26th, 2024 • NuZee, Inc. • Retail-miscellaneous retail
This Registration Rights Agreement (this “Agreement”), dated as of August 20, 2024 is by and among each person named on the signature page hereto (each, an “Investor” and collectively, the “Investors”), and NuZee, Inc., a Nevada corporation (the “Company”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 12th, 2019 • NuZee, Inc. • Retail-miscellaneous retail • California
NUZEE, INC. STOCK OPTION AGREEMENT (2013 Stock Incentive Plan)Stock Option Agreement • February 11th, 2022 • NuZee, Inc. • Retail-miscellaneous retail • Nevada
This Stock Option Agreement (the “Agreement”) is entered into as of [Date] (the “Grant Date”) by and between NuZee, Inc., a Nevada corporation (the “Company”), and [Name] (“Optionee”) pursuant to the Company’s 2013 Stock Incentive Plan (the “Plan”). Any capitalized term not defined in this Agreement shall have the same meaning ascribed to it in the Plan.
NUZEE, INC. STOCK OPTION AGREEMENTStock Option Agreement • December 28th, 2020 • NuZee, Inc. • Retail-miscellaneous retail • Nevada
This Stock Option Agreement (the “Agreement”) is entered into as of [Date] (the “Grant Date”) by and between NuZee, Inc., a Nevada corporation (“the Company”), and [Name] (“Optionee”) pursuant to the Company’s 2013 Stock incentive Plan (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 25th, 2013 • Havana Furnishings Inc. • Retail-miscellaneous retail • California
This Employment Agreement (the “Agreement”) is made and entered into April 23, 2013, by and between Havana Furnishings, Inc., (the “Company”), and Satoru Yukie (the “Executive”). The Company and the Executive may be hereinafter collectively referred to as the “Parties”, and each individually referred to as a “Party”.
MANAGEMENT EMPLOYMENT AGREEMENTManagement Employment Agreement • April 25th, 2013 • Havana Furnishings Inc. • Retail-miscellaneous retail • California
This Employment Agreement (the “Agreement”) is made and entered into on April 23, 2013 by and between Havana Furnishings, Inc., (the “Company”), and Craig Hagopian (the “Executive”). The Company and the Executive may be hereinafter collectively referred to as the “Parties”, and each individually referred to as a “Party”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2024 • NuZee, Inc. • Retail-miscellaneous retail
This Registration Rights Agreement (this “Agreement”), dated as of September 24, 2024 is by and among each person named on the signature page hereto (each, an “Investor” and collectively, the “Investors”), and NuZee, Inc., a Nevada corporation (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 16th, 2024 • NuZee, Inc. • Retail-miscellaneous retail • New York
This SECURITIES PURCHASE AGREEMENT, dated as of July 11, 2024 (this “Agreement”, as the same may hereafter be modified, supplemented, extended, amended, restated or amended and restated from time to time), is entered into by and among NuZee, Inc., a Nevada corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (as updated from time to time) (each an “Investor” and collectively, the “Investors”).
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • July 30th, 2024 • NuZee, Inc. • Retail-miscellaneous retail • New York
This Convertible Note Purchase Agreement, dated as of July 24, 2024 (this “Agreement”, as the same may hereafter be modified, supplemented, extended, amended, restated or amended and restated from time to time), is entered into by and among NuZee, Inc., a Nevada corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (as updated from time to time) (each an “Investor” and collectively, the “Investors”).
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • June 7th, 2024 • NuZee, Inc. • Retail-miscellaneous retail
This Termination and Release Agreement, dated June 7, 2024 (the “Termination Agreement”), between NuZee, Inc., a Nevada corporation, having its principal place of business at 2865 Scott St. Suite 107, Vista, California 92081 (the “Company”), and Masateru Higashida, an individual who was the Director and Chief Executive Officer of the Company (“Mr. Higashida” and together with the Company, the “Parties,” and each, a “Party”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • October 27th, 2020 • NuZee, Inc. • Retail-miscellaneous retail • Nevada
This Common Stock Purchase Agreement (the “Agreement”), dated as of October 26, 2020 (the “Execution Date”), is entered into by and between NuZee, Inc., a Nevada corporation (the “Company”), and Triton Funds LP, a Delaware limited partnership (the “Investor”).
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • August 26th, 2024 • NuZee, Inc. • Retail-miscellaneous retail • New York
This Convertible Note Purchase Agreement, dated as of August 20, 2024 (this “Agreement”, as the same may hereafter be modified, supplemented, extended, amended, restated or amended and restated from time to time), is entered into by and among NuZee, Inc., a Nevada corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (as updated from time to time) (each an “Investor” and collectively, the “Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 7th, 2021 • NuZee, Inc. • Retail-miscellaneous retail • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of July 2, 2021, by and between NuZee, Inc., a Nevada Corporation (the “Company”) and Patrick Shearer (“Employee”).
Severance Agreement and General ReleaseSeverance Agreement and General Release • July 7th, 2021 • NuZee, Inc. • Retail-miscellaneous retail • Texas
This Severance Agreement and General Release (“Agreement”) is entered into between NuZee, Inc. (the “Company”), and Shanoop Kothari (the “Employee”) (collectively the “Parties” and each, individually, a “Party”). All terms not otherwise defined herein shall have the same meaning as set forth in the Employee’s Employment Agreement, dated March 31, 2019 (the “Employment Agreement”), and the Parties’ Restricted Stock Award Agreement under the NuZee, Inc. 2019 Stock Incentive Plan (the “Plan”), which lists a Date of Grant of January 11, 2021 (the “Restricted Stock Award Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 9th, 2024 • NuZee, Inc. • Retail-miscellaneous retail
This Registration Rights Agreement (this “Agreement”), dated as of July 11, 2024 is by and among each person named on the signature page hereto (each, an “Investor” and collectively, the “Investors”), and NuZee, Inc., a Nevada corporation (the “Company”).
NUZEE, INC. RESTRICTED STOCK AWARD AGREEMENT (2019 EQUITY INCENTIVE PLAN)Restricted Stock Award Agreement • January 15th, 2021 • NuZee, Inc. • Retail-miscellaneous retail • Nevada
This Stock Award Agreement (the “Agreement”) is entered into as of [DATE], (the “Grant Date”), by and between NuZee, Inc., a Nevada corporation (“the Company”), and [NAME] (“Participant”) pursuant to the Company’s 2019 Equity Incentive Plan (the “Plan”). Any capitalized term not defined in this Agreement shall have the same meaning ascribed to it in the Plan.
ContractNuZee, Inc. • May 2nd, 2024 • Retail-miscellaneous retail • New York
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE AND AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, IS PROVIDED TO SUCH EFFECT. THE TERMS “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
NUZEE, INC. STOCK OPTION AGREEMENT (2019 Stock Incentive Plan) Type of Option (check one):Stock Option Agreement • December 28th, 2020 • NuZee, Inc. • Retail-miscellaneous retail • Nevada
This Stock Option Agreement (the “Agreement”) is entered into as of [Date], by and between NuZee, Inc., a Nevada corporation (“the Company”), and [Name] (“Optionee”) pursuant to the Company’s 2019 Stock Incentive Plan (the “Plan”). Any capitalized term not defined in this Agreement shall have the same meaning ascribed to it in the Plan.
CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENTConvertible Note and Warrant Purchase Agreement • May 2nd, 2024 • NuZee, Inc. • Retail-miscellaneous retail • New York
This Convertible Note and Warrant Purchase Agreement, dated as of April 27, 2024 (this “Agreement”, as the same may hereafter be modified, supplemented, extended, amended, restated or amended and restated from time to time), is entered into by and among NuZee, Inc., a Nevada corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (as updated from time to time) (each an “Investor” and collectively, the “Investors”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 9th, 2011 • Havana Furnishings Inc. • Retail-miscellaneous retail
Concurrent with execution of this Agreement, the undersigned (the “Purchaser”) is purchasing _______________________________________________ (__________) shares of Common Stock of Havana Furnishings Inc. (the “Company”) at a price of $0.015 per Share (the “Subscription Price”). Purchaser hereby confirms the subscription for and purchase of said number of shares and hereby agrees to pay herewith the Subscription Price for such Shares. Purchaser further confirms that Mr. Haisam Hamie solicited him/her/it to purchase the shares of Common Stock of the Company and no other person participated in such solicitation other than Mr. Hamie.
Employment AgreementEmployment Agreement • June 7th, 2024 • NuZee, Inc. • Retail-miscellaneous retail • California
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of June 7, 2024 (the “Commencement Date”), by and between NuZee, Inc., a Nevada Corporation (the “Company”) and Randy Weaver (“Employee”).
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • August 9th, 2024 • NuZee, Inc. • Retail-miscellaneous retail • New York
This Convertible Note Purchase Agreement, dated as of July 24, 2024 (this “Agreement”, as the same may hereafter be modified, supplemented, extended, amended, restated or amended and restated from time to time), is entered into by and among NuZee, Inc., a Nevada corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (as updated from time to time) (each an “Investor” and collectively, the “Investors”).
