Exhibit
4.1


 


THIS
WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON
(AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”).


 


NEITHER
THIS WARRANT NOR THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED WITHIN THE UNITED STATES (AS DEFINED HEREIN) OR BY OR ON BEHALF OF A U.S.
PERSON, EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND EXEMPTIONS FROM APPLICABLE STATE
SECURITIES LAWS, IN EACH CASE AFTER PROVIDING AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT.


 


NEITHER
THIS WARRANT NOR THE SECURITIES ISSUABLE UPON ITS EXERCISE MAY BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED
OF EXCEPT: (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; (B) IN A TRANSACTION OUTSIDE THE UNITED STATES
MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER
THE SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. PRIOR TO THE COMPLETION OF ANY SUCH TRANSACTION
PURSUANT TO THE FOREGOING CLAUSES (B) OR (C), THE TRANSFEROR SHALL DELIVER TO THE COMPANY A WRITTEN OPINION OF COUNSEL OR OTHER EVIDENCE
SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH TRANSACTION IS IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF ALL APPLICABLE
UNITED STATES FEDERAL AND STATE SECURITIES LAWS. HEDGING TRANSACTIONS WITH RESPECT TO THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS
EXERCISE ARE PROHIBITED UNLESS THEY ARE CONDUCTED IN COMPLIANCE WITH THE SECURITIES ACT. “UNITED STATES” AND “U.S.
PERSON” ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT.


 


Common
Stock Purchase Warrant


 


NUZEE,
INC.


 


	Number
    of Warrant Shares: [___] 	Issue
    Date: April 13, 2022



 


THIS
COMMON STOCK PURCHASE WARRANT (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 date hereof and on or prior to 5:00 p.m. Eastern Time on the five-year anniversary of the Issue
Date (the “Expiration Date”), to subscribe for and purchase from NuZee, Inc., a Nevada corporation (the “Company”),
up to [___] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock.


 


The
purchase price of one share of Common Stock under this Warrant shall be equal to $2.00, subject to adjustment hereunder (the “Exercise
Price”). This Warrant shall initially be issued and maintained in certificated form.


 


Section
1.     Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have
the meanings indicated in this Section 1:


 


“Board”
means the board of directors of the Company.


 




    	 



    	 



    

 


“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally
are open for use by customers on such day.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, par value $0.00001 per share, and any other class of securities into which such
securities may hereafter be reclassified or changed.


 


“Issue
Date” means the date of issuance of this Warrant as indicated first above.


 


“Lock-up
Agreement” means that certain lock-up agreement, dated on or about the Issue Date, between the Company and the Holder.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Subscription
Agreement” means that certain subscription agreement by and between the Company and the Holder pursuant to which the Holder
purchased this Warrant and certain other securities of the Company.


 


“Subsidiary”
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed
or acquired after the date hereof.


 


“Trading
Day” means a day on which the Common Stock is traded on a Trading Market.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York
Stock Exchange (or any successors to any of the foregoing).


 


Section
2.   Exercise.


 


a)
Exercise of Warrant. Subject to the other conditions herein, exercise of the purchase rights represented by this Warrant may be
made, in whole or in part, at any time or times on or after the date hereof and on or before the Expiration Date by delivery to the Company
of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form attached hereto as Exhibit
A (the “Notice of Exercise”). Within two (2) Trading Days following the date of exercise as aforesaid,
the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer
or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(b)
below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion
guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the
contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of
the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant
to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company.
Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall
have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number
of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the
date of such purchases. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Days of receipt of
such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of
this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase
hereunder at any given time may be less than the amount stated on the face hereof.


 




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b)
Cashless Exercise. Notwithstanding Section 2(a) to the contrary, the Holder may elect to exercise all or a portion
of its rights to acquire Warrant Shares without the payment of any additional consideration by means of a “cashless exercise”
by executing and delivering to the Company a duly executed PDF copy submitted by e-mail (or e-mail attachment) of a Notice of Exercise
with the cashless exercise procedure specified in such Notice of Exercise. If the Holder elects to pay the Exercise Price through a cashless
exercise, the Company shall deliver to the Holder (without payment by the Holder of any cash or other consideration) that number of shares
of Common Stock under the following formula:


 


X
= (Y * (A – B)) / A


 


Where,


 


X
= the total number of Warrant Shares to be issued pursuant to this Section ‎2(b).


 


Y
= the total number of Warrant Shares the Holder elects to exercise.


 


A
= the Fair Market Value (as defined below) of one Warrant Share at the time the election is made pursuant to this Section 2(b).


 


B
= the Exercise Price, as adjusted hereunder.


 


For
purposes of this Warrant, “Fair Market Value” is defined as follows:


 


i.
if the Common Stock is traded on a Trading Market, the value shall be deemed to be the closing price on such Trading Market on the Trading
Day immediately preceding the date that the Notice of Exercise is deemed to be delivered pursuant to this Section 2(b)
and Section 8(g) in connection with the exercise of the Warrant; or


 


ii.
if the Common Stock is not then traded on a Trading Market and if the Common Stock is actively traded over-the-counter on any tier of
the OTC Markets or any successor over-the-counter market, the value shall be deemed to be the closing bid on the Trading Day immediately
preceding the date that the Notice of Exercise is deemed to be delivered pursuant to this Section 2(b) and Section
8(g) in connection with the exercise of the Warrant; provided, however, if there is no active public market, the
value shall be the fair market value thereof, as determined in good faith by the Board. In making any such determination of Fair Market
Value, the Board may employ other outside experts and independent consultants at the expense of the Company to assist in the valuation
process and shall be fully justified in relying on the statements, findings or opinions of any such experts selected with reasonable
care. In connection with the determination of Fair Market Value, the Board and any such outside experts and independent consultants shall
permit the Holder to present written, oral and such other information deemed relevant by the Holder as to the determination of Fair Market
Value, and the Board and all such experts and consultants shall consider such evidence in good faith.


 




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c)
Mechanics of Exercise.


 


i.
Delivery of Warrant Shares Upon Exercise. Upon any valid exercise of the rights represented by this Warrant, certificates for
the Warrant Shares so purchased shall be delivered to the Holder as soon as practicable or in the case of uncertificated Warrant Shares,
the Company’s stock ledger shall be updated to reflect the issuance of such Warrant Shares as soon as practicable. Upon delivery
of the Notice of Exercise pursuant to Section 8(g), the Holder shall be deemed for all corporate purposes to have become
the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery
of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received
within two (2) Trading Days, unless the Company reasonably objects to the Notice of Exercise delivered by such Holder pursuant to Section
2(a).


 


ii.
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of
a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant
evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in
all other respects be identical with this Warrant.


 


iii.
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company
shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price or round up to the next whole share.


 


iv.
Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise
of this Warrant, pursuant to the terms hereof.


 


d)
No Registration Under Securities Act. Notwithstanding any provision hereof to the contrary, this Warrant may not be exercised
within the United States, or by or on behalf of a “U.S. Person” (as defined in Regulation S under the Securities Act), nor
will certificates representing Common Stock issuable upon exercise of this Warrant be delivered in the United States, except pursuant
to an exemption from the registration requirements of the Securities Act and exemptions from applicable state securities laws. The Holder
or any other Person who proposes to exercise this Warrant shall provide to the Company, as contemplated in the Notice of Exercise, either
(i) a written certification that, among other things, this Warrant is not being exercised within the United States or by or on behalf
of a U.S. Person, (ii) a written opinion of counsel or other evidence satisfactory to the Company to the effect that the issuance of
Warrant Shares upon exercise of this Warrant is not required to be registered under the Securities Act and applicable state securities
laws, or (iii) a written confirmation by the person exercising this Warrant that it is the original purchaser thereof and reaffirming,
as of the date of such exercise, the representations, warranties, and agreements made by it in the Subscription Agreement pursuant to
which it purchased this Warrant, including all representations and warranties with respect to the acquisition of Warrant Shares upon
exercise of this Warrant. In support of the foregoing representations and warranties thereof, the Holder agrees to execute an investment
representation statement in a form reasonably requested by the Company as a condition to the exercise of this Warrant. Common Stock issuable
upon exercise of this Warrant by a person in the United States or by or on behalf of a U.S. Person may, if so determined by the Company
in its sole discretion, bear a legend restricting transfer.


 




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Section
3.   Certain Adjustments.


 


a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares
of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this
Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse
stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the
Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which
the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event
and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of
shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant
shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the
record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination or re-classification.


 


b)
Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant (without regard to any limitations on exercise hereof) immediately before the date of which a
record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock
are to be determined for the participation in such Distribution


 


c)
Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or
more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender
or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding
Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than
50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making
or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business
combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder
shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence
of such Fundamental Transaction, at the option of the Holder, the number of shares of Common Stock of the successor or acquiring corporation
or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to such Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price
shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect
of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate
Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders
of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder
shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental
Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the
“Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance
with the provisions of this Section 3(c) pursuant to written agreements in form and substance reasonably satisfactory to
the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of
the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor
Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without
regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies
the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock
pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such
exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental
Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction,
the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions
of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and
power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor
Entity had been named as the Company herein.


 




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d)
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of
a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and
outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and
outstanding.


 


e)
Notice to Holder.


 


i.
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3,
the Company shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting
adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ii.
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on
the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the
approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation
or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of its assets,
or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (D) the Company shall
authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the
Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear
upon the Warrant register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified,
a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, or redemption or if a
record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions,
or redemption are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange
is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be
entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in
the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that
any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain
entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering
such notice except as may otherwise be expressly set forth herein.


 




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f)
Voluntary Adjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during
the term of this Warrant, subject to the prior written consent of the Holder, reduce the then current Exercise Price to any amount and
for any period of time deemed appropriate by the Board.


 


Section
4.   Purchase and Transferability of Warrant Shares. With respect to any offer, sale, or other disposition of this
Warrant or the Warrant Shares, Holder by acceptance hereof agrees to be bound by the restrictions set forth in this Warrant, specifically:


 


a)
Without limiting any other provision of this Warrant, no exercise of the Warrant into any equity securities of the Company will be made
unless the Company determines (acting in a commercially reasonable manner) that such exercise can be made under exemptions from registration
or qualification of such exercise under applicable securities laws.


 


b)
Holder represents and agrees that this Warrant and the Warrant Shares issuable upon exercise of this Warrant are and will be purchased
only for investment, for Holder’s own account, and without any present intention to sell or distribute this Warrant or the Warrant
Shares. Holder further acknowledges that the Warrant Shares will not be issued unless the issuance and delivery of the Warrant Shares
shall comply with all relevant provisions of law, and other applicable federal and state securities laws and regulations.


 


c)
Holder acknowledges and agrees that this Warrant and the Warrant Shares have not been and will not be registered under the Securities
Act and, accordingly, will not be transferable except as permitted under the various exemptions contained in the Securities Act, or upon
satisfaction of the registration and prospectus delivery requirements of the Securities Act, and subject to the other conditions herein.
Holder further acknowledges and agrees that only the Company may file a registration statement with the Commission and the Company is
under no obligation to do so with respect to the Warrant Shares, nor does it have any obligation to file any other disclosure statement
with the Commission with respect thereto.


 


Section
5.    Representations of Holder.


 


a)
The Holder reaffirms, as of the date hereof, the representations, warranties and covenants made by it in the Subscription Agreement.


 


b)
The Holder further represents and warrants that it is acquiring the Warrant and the Warrant Shares solely for its account for investment
and not with a view to or for sale or distribution of said Warrant or Warrant Shares or any part thereof. The Holder also represents
that the entire legal and beneficial interests of the Warrant and Warrant Shares the Holder is acquiring is being acquired for, and will
be held for, its account only. The Holder understands that the Warrant and the Warrant Shares have not been registered under the Securities
Act, on the basis that no distribution or public offering of the securities of the Company is to be effected. The Holder realizes that
the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring
the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any
participation in, or otherwise distributing the securities. The Holder has no such present intention. The Holder recognizes that the
Warrant and the Warrant Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption
from such registration is available. The Holder recognizes that the Company has no obligation to register the Warrant or the Warrant
Shares of the Company, or to comply with any exemption from such registration. The Holder is aware that neither the Warrant nor the Warrant
Shares may be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met, including, among other things,
the availability of certain current public information about the Company and the resale following the required holding period under Rule
144. The Holder understands and agrees that all certificates evidencing the Warrant Shares to be issued to the Holder, if any, may bear
the following legend:


 




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THE
SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT
TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).


 


NONE
OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES
MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED
BY REGULATION S UNDER THE SECURITIES ACT.


 


Section
6.   Assignment of Warrant. The Holder may not transfer this Warrant to a third party without the prior written
consent of the Company.


 


Section
7.   Term and Termination. The term of this Warrant shall be for five years, commencing on the Issue Date and ending
at 5:00 p.m. Eastern Time on the Expiration Date.


 


Section
8.    Miscellaneous.


 


a)
No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,
dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2, except
as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless
exercise” pursuant to Section 2(b), in no event shall the Company be required to net cash settle an exercise of this
Warrant.


 


b)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,
and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which may require the posting of any
bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new
Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.


 


c)
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business
Day.


 




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d)
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed
by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts
of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders,
partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the State of Nevada.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Nevada for
the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject
to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address
in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted
by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party
in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs
and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 


e)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant will have restrictions
upon resale imposed by state and federal securities laws.


 


f)
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies.


 


g)
Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without
limitation, any Notice of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight
courier service, addressed to the Company, at 1401 Capital Avenue, Suite B, Plano, Texas, 75074, Attention: Chief Financial Officer,
email address: [***], or such other email address or address as the Company may specify for such purposes by notice to the Holders.
Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally,
by e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the e-mail address or address of
such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder including, without limitation,
any Notice of Exercise, shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication
is delivered via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the
next Trading Day after the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth
in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second
Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt
by the party to whom such notice is required to be given. To the extent that any notice provided hereunder constitutes, or contains,
material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the
Commission pursuant to a Current Report on Form 8-K.


 


h)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of
the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.


 


i)
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will
be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to
assert the defense in any action for specific performance that a remedy at law would be adequate.


 




    	9



    	 



    

 


j)
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall
inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall
be enforceable by the Holder or holder of Warrant Shares.


 


k)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on
the one hand, and the Holder, on the other hand.


 


l)
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining
provisions of this Warrant.


 


m)
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed
a part of this Warrant.


 


n)
Counterparts and Facsimile Signatures. This Warrant may be executed manually or by facsimile or electronic signature and in one
or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts
have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same
counterpart.


 


[Remainder
of page intentionally left blank. Signature page follows.]


 




    	10



    	 



    

 


IN
WITNESS WHEREOF, the parties have executed this Common Stock Purchase Warrant as of the Issue Date first written above.


 


	HOLDER:	COMPANY:
        
	 	 	 	 
	[Name]	NUZEE,
    INC.
	 	 	 	 
	By:
    	             	By:	
	Name:
                                            

    
	 	Name:	Masateru
                                            Higashida

    

	Title:
    	 	Title:	Chief
    Executive Officer


 


[Signature
Page to Warrant]


 




    	 



    	 



    

 


EXHIBIT
A


 


NOTICE
OF EXERCISE


 


TO:
Nuzee, inc.


 


Attention:
Patrick Shearer, Chief Financial Officer


Email
address: [***]


 


The
undersigned hereby elects to purchase __________ shares of Common Stock of NuZee, Inc. pursuant to the terms of the foregoing Warrant.
In connection with such exercise, the undersigned (check the ONE box applicable):


 


	 	☐	tenders
    herewith payment of the Exercise Price in full by wire transfer of immediately available funds or cashier’s check drawn on
    a United States bank to the Company’s account; OR
	 	 	 
	 	☐	elects
    to exercise this Warrant pursuant to the terms of the cashless exercise procedure contained in Section 2(b) of the Warrant.


 


Please
issue a certificate or certificates representing said securities in the name of the undersigned or in such other name as is specified
below:


 


	 	 	 
	 	(Name)	 
	 	 	 
	 	 	 
	 	 	 
	 	(Address)	 


 


The
undersigned holder hereby represents, warrants and certifies as of the date hereof as follows (check the ONE box applicable):


 


	 	☐	The
    undersigned (i) at the time of exercise of this Warrant is not in the United States; (ii) is not a “U.S. Person”, (iii)
    is not exercising this Warrant on behalf of a “U.S. Person”; and (iv) did not execute or deliver this Notice of Exercise
    in the United States. “United States” and “U.S. Person” are as defined by Regulation S under the Securities
    Act; OR
	 	 	 
	 	☐	The
    undersigned certifies that an exemption from registration under the Securities Act and any applicable state securities laws is available,
    and attached hereto is an opinion of counsel to such effect, it being understood that any opinion of counsel tendered in connection
    with the exercise of this Warrant must be in form and substance satisfactory to the Company; OR
	 	 	 
	 	☐	The
    undersigned certifies that the undersigned is the original purchaser of this Warrant being exercised and confirms as of the date
    hereof, the representations, warranties and agreements made by the undersigned in the Subscription Agreement pursuant to which such
    Warrant(s) was acquired by it, including all representations and warranties with respect to the acquisition of Warrant Shares upon
    exercise of this Warrant.


 


The
undersigned holder hereby further represents, warrants and certifies as of the date hereof that the Warrant Shares are being acquired
for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof
and that the undersigned has no present intention of distributing or reselling such shares.


 


In
support of the foregoing representations and warranties, the undersigned agrees to execute an investment representation statement in
a form reasonably requested by the Company as a condition to the exercise herein noticed.


 


	 	 
	 	 	(Signature)
	 		 
	 	Date: