Exhibit
10.20


 


Separation
and Release of Claims Agreement


 


This
Separation and Release of Claims Agreement (“Agreement”) is entered into by and between NuZee, Inc., a Nevada corporation
(the “Company” or “Employer”), and Tomoko Toyota, an individual (the “Employee”)
(the Employer and the Employee are collectively referred to as the “Parties”) as of September 21, 2022 (the “Execution
Date”).


 


The
Employee’s last day of employment with the Employer is September 21, 2022 (the “Separation Date”). After the
Separation Date, the Employee will not represent herself as being an employee, officer, attorney, agent, or representative of the Employer
for any purpose. Except as otherwise set forth in this Agreement, the Separation Date is the employment termination date for the Employee
for all purposes, meaning the Employee is not entitled to any further compensation, monies, or other benefits from the Employer, including
coverage under any benefit plans or programs sponsored by the Employer, as of the Separation Date.


 


1.
Return of Property.
The Employee warrants and represents that she has returned all Employer property, including identification cards or badges, access codes
or devices, keys, laptops, computers, telephones, mobile phones, hand-held electronic devices, credit cards, electronically stored documents
or files, physical files, and any other Employer property in the Employee’s possession.


 


2.
Employee Representations.
The Employee specifically represents, warrants, and confirms that the Employee:


 


(a)
has not filed any claims, complaints, or actions of any kind against the Employer with any federal, state, or local court or government
or administrative agency;


 


(b)
has not made any claims or allegations to the Employer related to sexual harassment, sex discrimination, or sexual abuse, and that none
of the payments set forth in this Agreement are related to sexual harassment, sex discrimination, or sexual abuse;


 


(c)
has been properly paid for all hours worked for the Employer;


 


(d)
has received all wages, salary, commissions, bonuses, and other compensation due to the Employee, including the Employee’s final
paycheck for wages and any accrued but unused paid time off and vacation through and including the Separation Date; and


 


(e)
has not engaged in and is not aware of any unlawful conduct relating to the business of the Employer.


 


If
any of these statements is not true, the Employee cannot sign this Agreement and must notify the Employer immediately in writing of the
statements that are not true. This notice will not automatically disqualify the Employee from receiving the benefits offered in this
Agreement, but will require the Employer’s further review and consideration.


 


3.
Separation Benefits.
As consideration for the Employee’s execution of, non-revocation of, and compliance with this Agreement, including the Employee’s
waiver and release of claims in Section 4 and other post-termination obligations, the Employer agrees to provide the following benefits
to which the Employee is not otherwise entitled:


 


(a)
a lump sum payment of FIFTY THOUSAND DOLLARS ($50,000), less all relevant taxes and other withholdings, which shall be paid within ten
(10) business days following the Effective Date (defined below);


 




    	 



    	 



    

 


The
Employee understands, acknowledges, and agrees that these benefits exceed what the Employee is otherwise entitled to receive on separation
from employment, and that these benefits are being given as consideration in exchange for executing this Agreement, including the general
release and restrictive covenants contained in it. The Employee further acknowledges that the Employee is not entitled to any additional
payment or consideration not specifically referenced in this Agreement. Nothing in this Agreement shall be deemed or construed as an
express or implied policy or practice of the Employer to provide these or other benefits to any individuals other than the Employee.


 


4.
Release.


 


(a)
Employee’s General Release and Waiver of Claims


 


In
exchange for the consideration provided in this Agreement, the Employee and the Employee’s heirs, executors, representatives, administrators,
agents, insurers, and assigns (collectively, the “Releasors”) irrevocably and unconditionally fully and forever waive,
release, and discharge the Employer, including the Employer’s parents, subsidiaries, affiliates, predecessors, successors, and
assigns, and each of its and their respective officers, directors, employees, shareholders, trustees, and partners, in their corporate
and individual capacities (collectively, the “Released Parties”), from any and all claims, demands, actions, causes
of actions, judgments, rights, fees, damages, debts, obligations, liabilities, and expenses (inclusive of attorneys’ fees) of any
kind whatsoever, whether known or unknown (collectively, “Claims”), that the Releasors may have or have ever had against
the Released Parties, or any of them, arising out of, or in any way related to the Employee’s hire, benefits, employment, termination,
or separation from employment with the Employer by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence,
or other matter from the beginning of time up to and including the date of the Employee’s execution of this Agreement, including
but not limited to:


 


(i)
any and all claims under Title VII of the Civil Rights Act of 1964 (Title VII), the Americans with Disabilities Act (ADA), the Family
and Medical Leave Act (FMLA) (regarding existing but not prospective claims), the Fair Labor Standards Act (FLSA), the Equal Pay Act,
the Employee Retirement Income Security Act (ERISA) (regarding unvested benefits), the Civil Rights Act of 1991, Section 1981 of U.S.C.
Title 42, the Fair Credit Reporting Act (FCRA), the Worker Adjustment and Retraining Notification (WARN) Act, the National Labor Relations
Act (NLRA), the Age Discrimination in Employment Act (ADEA), the Uniform Services Employment and Reemployment Rights Act (USERRA), the
Genetic Information Nondiscrimination Act (GINA), the Immigration Reform and Control Act (IRCA), the California Fair Employment and Housing
Act (FEHA), the California Labor Code, the California Constitution, and the California Family Rights Act (CFRA), and California’s
New Parent Leave Act (NPLA), all including any amendments and their respective implementing regulations, and any other federal, state,
local, or foreign law (statutory, regulatory, or otherwise) that may be legally waived and released; however, the identification of specific
statutes is for purposes of example only, and the omission of any specific statute or law shall not limit the scope of this general release
in any manner;


 


(ii)
any and all claims arising under tort, contract, and quasi-contract law, including but not limited to claims of breach of an express
or implied contract, wrongful or retaliatory discharge, fraud, defamation, negligent or intentional infliction of emotional distress,
tortious interference with a contract or prospective business advantage, breach of the implied covenant of good faith and fair dealing,
promissory estoppel, detrimental reliance, invasion of privacy, false imprisonment, nonphysical injury, personal injury or sickness,
or any other harm;


 


(iii)
any and all claims for compensation of any type whatsoever, including but not limited to claims for wages, salary, bonuses, commissions,
incentive compensation, vacation, sick pay, and severance that may be legally waived and released; and


 


(iv)
any and all claims for monetary or equitable relief, including but not limited to attorneys’ fees, back pay, front pay, reinstatement,
experts’ fees, medical fees or expenses, costs and disbursements, punitive damages, liquidated damages, and penalties ; and


 


(v)
indemnification rights the Employee has against the Employer.


 




    	 



    	 



    

 


However,
this general release and waiver of claims excludes, and the Employee does not waive, release, or discharge (A) any right to file an administrative
charge or complaint with, or testify, assist, or participate in an investigation, hearing, or proceeding conducted by, the Equal Employment
Opportunity Commission, the California Department of Fair Employment and Housing, or other similar federal, state, or local administrative
agencies, although the Employee waives any right to monetary relief related to any filed charge or administrative complaint; and (B)
claims that cannot be waived by law, such as claims for unemployment benefit rights and workers’ compensation; and (C) any right
to file an unfair labor practice charge under the National Labor Relations Act or the Employee’s rights under a collective bargaining
agreement without processes; (D) protections against retaliation under the Taxpayer First Act (26 U.S.C. § 2623(d)); and (E) any
rights to vested benefits, such as pension or retirement benefits, the rights to which are governed by the terms of the applicable plan
documents and award agreements.


 


If
the Employee applies for unemployment benefits, the Employer shall not actively contest it. However, the Employer will respond truthfully,
completely, and timely to any inquiries by the Employment Development Department concerning the termination of the Employee’s employment.


 


(b)
Waiver of California Civil Code Section 1542


 


This
Agreement is intended to be effective as a general release of and bar to all claims as stated in this Section. Accordingly, the Releasors
specifically waive all rights under California Civil Code Section 1542, which states, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT,
IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Employee acknowledges
that the Employee may later discover claims or facts in addition to or different from those which the Employee now knows or believes
to exist with regards to the subject matter of this Agreement, and which, if known or suspected at the time of executing this Agreement,
may have materially affected its terms. Nevertheless, the Releasors waive any and all Claims that might arise as a result of such different
or additional claims or facts.


 


5.
Knowing and Voluntary Acknowledgment.
The Employee specifically agrees and acknowledges that:


 


(a)
the Employee has read this Agreement in its entirety and understands all of its terms;


 


(b)
by this Agreement, the Employee has been advised to consult with an attorney before executing this Agreement;


 


(c)
the Employee knowingly, freely, and voluntarily assents to all of this Agreement’s terms and conditions including, without limitation,
the waiver, release, and covenants contained in it;


 


(d)
the Employee is signing this Agreement, including the waiver and release, in exchange for good and valuable consideration in addition
to anything of value to which the Employee is otherwise entitled;


 


(e)
the Employee is not waiving or releasing rights or claims that may arise after the Employee signs this Agreement; and


 


(f)
the Employee understands that the waiver and release
in this Agreement is being requested in connection with the Employee’s separation of employment from the Employer.


 




    	 



    	 



    

 


The
Employee further acknowledges that the Employee is waiving and releasing claims under the Age Discrimination in Employment Act (ADEA),
as amended, and has had 21 days to consider the terms of this Agreement and consult with an attorney of the Employee’s choice,
although the Employee may sign it sooner if desired and changes to this Agreement, whether material or immaterial, do not restart the
21-day period. Further, the Employee acknowledges that the Employee shall have an additional seven (7) days from signing this Agreement
to revoke consent to the Employee’s release of claims under the ADEA by delivering notice of revocation to: NuZee, Inc., [***], Attn: Masateru Higashida and Shana Bradley, and a copy via email to [***] before the
end of the seven-day period. In the event of a revocation by the Employee, this Agreement shall be null and void in its entirety.


 


Effective
Date. This Agreement shall not become effective until the eighth (8th) day after the Employee signs, without revoking, this Agreement
(“Effective Date”). No payments due to the Employee under this Agreement shall be made or begin before the Effective
Date.


 


6.
Post-Termination Obligations and
Restrictive Covenants.


 


(a)
Acknowledgment


 


The
Employee understands and acknowledges that by virtue of the Employee’s employment with the Employer, the Employee had access to
and knowledge of Confidential Information, was in a position of trust and confidence with the Employer, and benefitted from the Employer’s
goodwill. The Employee understands and acknowledges that the Employer invested significant time and expense in developing the Confidential
Information and goodwill.


 


The
Employee further understands and acknowledges that the restrictive covenants below are necessary to protect the Employer’s legitimate
business interests in its Confidential Information and goodwill and in the Employee’s unique, special, or extraordinary services.
The Employee further understands and acknowledges that the Employer’s ability to reserve these for the exclusive knowledge and
use of the Employer is of great competitive importance and commercial value to the Employer and that the Employer would be irreparably
harmed if the Employee violates the restrictive covenants below.


 


(b)
Confidential Information


 


The
Employee understands and acknowledges that during the course of employment with the Employer, the Employee has had access to and learned
about confidential, secret, and proprietary documents, materials, and other information, in tangible and intangible form, of and relating
to the Employer and its businesses and existing and prospective customers, suppliers, investors, and other associated third parties (“Confidential
Information”). The Employee further understands and acknowledges that this Confidential Information and the Employer’s
ability to reserve it for the exclusive knowledge and use of the Employer is of great competitive importance and commercial value to
the Employer, and that improper use or disclosure of the Confidential Information by the Employee may cause the Employer to incur financial
costs, loss of business advantage, liability under confidentiality agreements with third parties, civil damages, and criminal penalties.


 


For
purposes of this Agreement, Confidential Information includes, but is not limited to, all information not generally known to the public,
in spoken, printed, electronic, or any other form or medium, relating directly or indirectly to: business processes, practices, methods,
policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, terms of agreements,
transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, computer programs, computer software,
applications, operating systems, software design, web design, work-in-process, databases, device configurations, embedded data, compilations,
metadata, algorithms, technologies, manuals, records, articles, systems, material, sources of material, supplier information, vendor
information, financial information, results, accounting information, accounting records, legal information, marketing information, advertising
information, pricing information, credit information, design information, payroll information, staffing information, personnel information,
employee lists, supplier lists, vendor lists, developments, reports, internal controls, security procedures, graphics, drawings, sketches,
market studies, sales information, revenue, costs, formulae, notes, communications, product plans, designs, styles, models, ideas, audiovisual
programs, inventions, unpublished patent applications, original works of authorship, discoveries, experimental processes, experimental
results, specifications, customer information, customer lists, client information, client lists, manufacturing information, factory lists,
distributor lists, and buyer lists of the Employer or its businesses or any existing or prospective customer, supplier, investor, or
other associated third party, or of any other person or entity that has entrusted information to the Employer in confidence.


 




    	 



    	 



    

 


The
Employee understands that the above list is not exhaustive, and that Confidential Information also includes other information that is
marked or otherwise identified or treated as confidential or proprietary, or that would otherwise appear to a reasonable person to be
confidential or proprietary in the context and circumstances in which the information is known or used.


 


The
Employee understands and agrees that Confidential Information developed by the Employee in the course of the Employee’s employment
by the Employer is subject to the terms and conditions of this Agreement as if the Employer furnished the same Confidential Information
to the Employee in the first instance. Confidential Information shall not include information that is generally available to and known
by the public at the time of disclosure to the Employee, provided that the disclosure is through no direct or indirect fault of the Employee
or person(s) acting on the Employee’s behalf.


 


(c)
Disclosure and Use Restrictions.


 


(i)
Employee Covenants. The Employee agrees and covenants:


 


(A)
to treat all Confidential Information as strictly confidential;


 


(B)
not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed,
published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other employees of the Employer)
not having a need to know and authority to know and use the Confidential Information in connection with the business of the Employer
and, in any event, not to anyone outside of the direct employ of the Employer except with the prior consent of an authorized officer
acting on behalf of the Employer in each instance (and then, such disclosure shall be made only within the limits and to the extent of
such duties or consent); and


 


(C)
not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing
any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of
the Employer, except as allowed by applicable law or with the prior written consent of an authorized officer acting on behalf of the
Employer (and then, such disclosure shall be made only within the limits and to the extent of such law, or consent).


 


The
Employee understands and acknowledges that the Employee’s obligations under this Agreement regarding any particular Confidential
Information begin immediately and shall continue after the Employee’s employment by the Employer until the Confidential Information
has become public knowledge other than as a result of the Employee’s breach of this Agreement or a breach by those acting in concert
with the Employee or on the Employee’s behalf.


 


(ii)
Permitted Disclosures. Nothing in this Agreement shall be construed to prevent disclosure of Confidential Information as may be required
by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency,
provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order.


 


Nothing
in this Agreement prohibits or restricts the Employee (or the Employee’s attorney) from initiating communications directly with,
responding to an inquiry from, or providing testimony before the Securities and Exchange Commission (SEC), the Financial Industry Regulatory
Authority (FINRA), any other self-regulatory organization, or any other federal or state regulatory authority regarding this Agreement
or its underlying facts or circumstances or a possible securities law violation.


 




    	 



    	 



    

 


Nothing
in this Agreement in any way prohibits or is intended to restrict or impede the Employee from exercising protected rights to the extent
that such rights cannot be waived by agreement, or otherwise disclosing information as permitted by law.


 


Nothing
in this Agreement in any way prohibits or is intended to restrict or impede the Employee from discussing or disclosing information about
unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful.


 


(iii)
Notice of Immunity Under the Defend Trade Secrets Act of 2016. Notwithstanding any other provision of this Agreement:


 


(A)
The Employee will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade
secret that is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney,
and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document that is
filed under seal in a lawsuit or other proceeding.


 


(B)
If the Employee files a lawsuit for retaliation by the Employer for reporting a suspected violation of law, the Employee may disclose
the Employer’s trade secrets to the Employee’s attorney and use the trade secret information in the court proceeding if the
Employee: (1) files any document containing the trade secret under seal; and (2) does not disclose the trade secret, except pursuant
to court order.


 


7.
Non-Disparagement. The
Parties each agree and covenant that neither Party shall at any time make, publish, or communicate to any person or entity or in any
public forum any defamatory, or maliciously false, or disparaging remarks, comments, or statements concerning the other, or any of its
employees, officers, or directors, and its existing and prospective customers, suppliers, investors, and other associated third parties,
as applicable, now or in the future.


 


This
Section does not, in any way, restrict or impede the Employee from exercising protected rights, including rights under California law
or the National Labor Relations Act (NLRA), to the extent that such rights cannot be waived by agreement or from complying with any applicable
law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance
does not exceed that required by the law, regulation, or order. Nothing in this Agreement in any way prohibits or is intended to restrict
or impede the Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination
or any other conduct that Employee has reason to believe is unlawful.


 


8.
Confidentiality of Agreement.
The Employee agrees and covenants that the Employee shall not disclose any of the negotiations of, terms of, or amount paid under this
Agreement to any individual or entity; provided, however, that the Employee will not be prohibited from making disclosures to the Employee’s
spouse or domestic partner, attorney, or tax advisors, or as may be required by law.


 


This
Section does not in any way restrict or impede the Employee from exercising protected rights to the extent that such rights cannot be
waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or
an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. Nothing
in this Agreement in any way prohibits or is intended to restrict or impede the Employee from discussing or disclosing information about
unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful.


 




    	 



    	 



    

 


9.
Remedies. In the event
of a breach or threatened breach by the Employee of any provision/Sections 5, 6, 7, or 8 of this Agreement, the Employee hereby consents
and agrees that money damages would not afford an adequate remedy and that the Employer shall be entitled to seek a temporary or permanent
injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity
of showing any actual damages, and without the necessity of posting any bond or other security. Any equitable relief shall be in addition
to, not in lieu of, legal remedies, monetary damages, or other available relief.


 


If
the Employee fails to comply with any of the terms of this Agreement or post-employment obligations contained in it, the Employer may,
in addition to any other available remedies, reclaim any amounts paid to the Employee under the provisions of this Agreement and, without
waiving the releases provided in it.


 


The
Parties mutually agree that this Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging
breach of the Agreement.


 


10.
Successors and Assigns.


 


(a)
Assignment by the Employer


 


The
Employer may freely assign this Agreement at any time. This Agreement shall inure to the benefit of the Employer and its successors and
assigns.


 


(b)
No Assignment by the Employee


 


The
Employee may not assign this Agreement in whole or in part. Any purported assignment by the Employee shall be null and void from the
initial date of the purported assignment.


 


11.
Governing Law, Jurisdiction, and Venue.
This Agreement and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, for all
purposes shall be governed by and construed in accordance with the laws of California (including its statutes of limitations) without
regard to any conflicts of laws principles that would require the laws of any other jurisdiction to apply. Any action or proceeding by
either of the Parties to enforce this Agreement shall be brought only in any state or federal court located in the state of California,
county of Los Angeles. The Parties irrevocably submit to the exclusive jurisdiction of these courts and waive the defense of inconvenient
forum to the maintenance of any action or proceeding in such venue.


 


12.
Entire Agreement. The
Company and Employee previously entered into that certain Employment Agreement dated April 14, 2021 (the “Prior Agreement”).
Except with the respect to the Sections 6, 7, 12, 13, and 14 of the Prior Agreement, which shall survive, such Prior Agreement is
terminated in all respects. Unless specifically provided herein, this Agreement contains all of the understandings and representations
between the Employer and the Employee relating to the subject matter in this Agreement and supersedes all prior and contemporaneous understandings,
discussions, agreements, representations, and warranties, both written and oral, regarding such subject matter, including, without limitation,
in the event of a conflict between the Prior Agreement and this Agreement. The Parties mutually agree that this Agreement can be specifically
enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement.


 


13.
Modification and Waiver.
No provision of this Agreement may be amended or modified unless the amendment or modification is agreed to in writing and signed by
the Employee and by the Chief Executive or Chief Financial Officer of the Employer. No waiver by either Party of any breach by any other
Party of any condition or provision of this Agreement to be performed by any other party shall be deemed a waiver of any similar or dissimilar
provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either Party in exercising any
right, power, or privilege under this Agreement operate as a waiver to preclude any other or further exercise thereof or the exercise
of any other such right, power, or privilege.


 




    	 



    	 



    

 


14.
Severability.
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect,
or enforceable only if modified, such finding shall not affect the validity of the remainder of this Agreement, which shall remain in
full force and effect and continue to be binding on the Parties.


 


The
Parties further agree that any such court is expressly authorized to modify any such invalid, illegal, or unenforceable provision of
this Agreement instead of severing the provision from this Agreement in its entirety, whether by rewriting, deleting, or adding to the
offending provision, or by making such other modifications as it deems necessary to carry out the intent and agreement of the Parties
as embodied in this Agreement to the maximum extent permitted by law. Any such modification shall become a part of and treated as though
originally set forth in this Agreement. If such provision or provisions are not modified, this Agreement shall be construed as if such
invalid, illegal, or unenforceable provisions had not been set forth in it. The Parties expressly agree that this Agreement as so modified
by the court shall be binding on and enforceable against each of them.


 


15.
Interpretation.
Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience, and no provision of this
Agreement is to be construed by reference to the caption or heading of any section or paragraph. This Agreement shall not be construed
against either Party as the author or drafter of the Agreement.


 


16.
Counterparts.
The Parties may execute this Agreement in counterparts, each of which shall be deemed an original, and all of which taken together shall
constitute one and the same instrument. Delivery of an executed counterparts signature page of this Agreement by email or by any other
electronic means intended to preserve the original graphic and pictorial appearance of a document, has the same effect as delivery of
an executed original of this Agreement.


 


17.
No Admission of Liability.
Nothing in this Agreement shall be construed as an admission by the Employer of any wrongdoing, liability, or noncompliance with any
federal, state, city, or local rule, ordinance, statute, common law, or other legal obligation. The Employer specifically disclaims and
denies any wrongdoing or liability to the Employee.


 


18.
Attorneys’ Fees and Costs.
If the Employee breaches any terms of this Agreement or the post-termination obligations referenced in it, to the extent authorized by
California law, the Employee will be responsible for payment of all reasonable attorneys’ fees and costs that Employer incurred
in the course of enforcing the terms of this Agreement, including demonstrating the existence of a breach and any other contract enforcement
efforts.


 


19.
Section 409A.
This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A), including the
exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this
Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an
applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary
separation from service, as a short-term deferral, or as a settlement payment pursuant to a bona fide legal dispute shall be excluded
from Section 409A to the maximum extent possible. For purposes of Section 409A, any installment payments provided under this Agreement
shall each be treated as a separate payment. To the extent required under Section 409A, any payments to be made under this Agreement
in connection with a termination of employment shall only be made if such termination constitutes a “separation from service”
under Section 409A. Notwithstanding the foregoing, Employer makes no representations that the payments and benefits provided under this
Agreement comply with Section 409A and in no event shall Employer be liable for all or any portion of any taxes, penalties, interest,
or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.


 


20.
Acknowledgment of Full Understanding.
THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE HAS FULLY READ, UNDERSTANDS, AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EMPLOYEE
ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF THE EMPLOYEE’S
CHOICE BEFORE SIGNING THIS AGREEMENT. THE EMPLOYEE FURTHER ACKNOWLEDGES THAT THE EMPLOYEE’S SIGNATURE BELOW IS AN AGREEMENT TO
RELEASE THE EMPLOYER FROM ANY AND ALL CLAIMS THAT CAN BE RELEASED AS A MATTER OF LAW.


 


[signature
page follows]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the Execution Date above.


 


	 	 	 	NuZee,
    Inc. 
	 	 	 	 	 
	 	 	 	By:	/s/
    Masateru Higashida
	 	 	 	Name:	Masateru
    Higashida
	 	 	 	Title:	CEO
	 	 	 	 	 
	Tomoko
    Toyota	 	 	 
	Signature:	/s/
    Tomoko Toyota	 	 	 
	Print
    Name:	Tomoko
    Toyota