Exhibit
10.2


 


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES
MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE
HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES.


 


	Principal
    Amount: $135,000.00	Issue
    Date: September 20, 2021 
	Purchase
    Price: $125,000.00	 


 


INVENTORY
FINANCING PROMISSORY NOTE


 


FOR
VALUE RECEIVED, TAURIGA SCIENCES INC., a Florida corporation (hereinafter called the “Borrower”), hereby promises
to pay to the order of JEFFERSON STREET CAPITAL LLC, a New Jersey limited liability company, or registered assigns (the “Holder”)
the sum of $135,000.00 together with any interest as set forth herein by no later than September 20, 2022 (the “Maturity Date”),
and to pay interest on the unpaid principal balance hereof at the rate of ten percent (10%)(the “Interest Rate”) per annum
from the date hereof (the “Issue Date”) until the same becomes due and payable in accordance with the payment schedule attached
as Schedule A hereto. This Inventory Financing Primossory Note may not be prepaid in whole or in part except as otherwise explicitly
set forth herein (the “Note”). Any amount of principal or interest on this Note which is not paid when due shall bear interest
at the rate of eighteen percent (18%) per annum from the due date thereof until the same is paid or converted in accordance with the
terms hereof (“Default Interest”). Interest shall be computed on the basis of a 365 day year and the actual number of days
elapsed. Interest shall commence accruing on the Issue Date. All payments of interest and principal due hereunder, subject to the terms
hereof, shall be paid in accordance with the attached payment schedule set forth under Schedule A hereto. All payments due hereunder
(to the extent not converted into common stock, $0.001 par value per share (the “Common Stock”) in accordance with the terms
hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall
hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Each capitalized term used herein,
and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof,
pursuant to which this Note was originally issued (the “Purchase Agreement”).


 


This
Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive
rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.


 




    	 



     


    

 


The
following terms shall apply to this Note:


 


ARTICLE
I. CONVERSION RIGHTS


 


1.1
Conversion Right. Subject to Section 3.1 herein, the Holder shall have the right upon any Event of Default, to convert all or
any part of the outstanding and unpaid amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common
Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall
hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”);
provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that
portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and
its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion
of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or
exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of
the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership
by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately
preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso.
The beneficial ownership limitations on conversion as set forth in the section may NOT be waived by the Holder. The number of
shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined
below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto
as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below;
provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to
result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”);
however, if the Notice of Conversion is sent after 6:00pm, New York, New York time the Conversion Date shall be the next business day.
The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this
Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal
amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Holder’s option, Default Interest,
if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option,
any amounts owed to the Holder pursuant to Sections 1.4 hereof.


 




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1.2
Conversion Price. Subject to the adjustments described herein, the conversion price (the “Conversion Price”)
shall equal the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or
rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations,
recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall
mean 75% multiplied by the Market Price (as defined herein) (representing a discount rate of 25%). “Market Price” means the
lowest one day VWAP (as defined herein) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading
Day prior to the Conversion Date. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value
per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest
value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. Furthermore, the Conversion
Price may be adjusted downward if, within three (3) business days of the transmittal of the Notice of Conversion to the Borrower, the
Common Stock has a closing bid which is 5% or lower than that set forth in the Notice of Conversion. If the shares of the Borrower’s
Common Stock have not been delivered within three (3) business days to the Borrower, the Notice of Conversion may be rescinded. At any
time after the Closing Date, if in the case that the Borrower’s Common Stock is not deliverable by DWAC (including if the Borrower’s
transfer agent has a policy prohibiting or limiting delivery of shares of the Borrower’s Common Stock specified in a Notice of
Conversion), an additional 10% discount will apply for all future conversions under all Notes. If in the case that the Borrower’s
Common Stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, an additional 15% discount
shall apply for all future conversions under all Notes while the “chill” is in effect. If in the case of both of the above,
an additional cumulative 25% discount shall apply. Additionally, if the Borrower ceases to be a reporting company pursuant to the 1934
Act or if the Note cannot be converted into free trading shares after one hundred eighty-one (181) days from the Issue Date, an additional
15% discount will be attributed to the Conversion Price. If the Market Price cannot be calculated for such security on such date in the
manner provided above, the Market Price shall be the lesser of (i) the lowest closing price of the Common Stock, or (ii) the fair market
value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation
of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day
on which the Common Stock is tradable for any period on the OTC Pink, OTCQB or on the principal securities exchange or other securities
market on which the Common Stock is then being traded. The Borrower shall be responsible for the fees of its transfer agent and all DTC
fees associated with any such issuance. Holder shall be entitled to deduct $1,000.00 from the conversion amount in each Notice of Conversion
to cover Holder’s deposit fees associated with each Notice of Conversion. “VWAP” shall mean for the security during
any Trading Day the end of day volume weighted average price for the Common Stock.


 


1.3
Authorized Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its
authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common
Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have
authorized and reserved four (4) times the number of shares that would be issuable upon full conversion of the Note (assuming that the
4.99% limitation set forth in Section 1.1 is not in effect)(based on the respective Conversion Price of the Note (as defined in Section
1.2) in effect from time to time, initially 21,000,000)(the “Reserved Amount”). The Reserved Amount shall be increased (or
decreased with the written consent of the Holder) from time to time in accordance with the Borrower’s obligations hereunder. The
Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non- assessable. In addition, if
the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common
Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper
provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive
rights, for conversion of the outstanding Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to
issue shares of Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full
authority to its officers and agents who are charged with the duty of executing the issuance of Common Stock to execute and issue the
necessary documents for shares of Common Stock in accordance with the terms and conditions of this Note.


 




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If,
at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.


 


1.4
Method of Conversion.


 


(a)
Mechanics of Conversion. As set forth in Section 1.1 hereof, from time to time, and at any time during the period beginning on
the date which is one hundred eighty (180) days following the date of this Note this Note may be converted by the Holder in whole or
in part at any time from time to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail
or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject
to Section 1.4(b), surrendering this Note at the principal office of the Borrower (upon payment in full of any amounts owed hereunder).


 


(b)
Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in
accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire
unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount
so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower,
so as not to require physical surrender of this Note upon each such conversion.


 


(c)
Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or
other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section
1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder cause its transfer agent
to electronically transmit the Common Stock issuable upon such conversion to the Holder by crediting the account of Holder’s Prime
Broker with DTC through its Deposit and Withdrawal at Custodian (“DWAC”) system within two (2) business days after such receipt
(the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note)
in accordance with the terms hereof and the Purchase Agreement. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall
be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount
of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations
hereunder, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive
the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a
Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the Common Stock shall be absolute and
unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any
provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement
of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination,
or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might
otherwise limit such obligation of the Borrower to the Holder in connection with such conversion.


 




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(d)
RESERVED.


 


(e)
Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies,
including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of
this Note is not delivered by the Deadline due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder $2,000
per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (the “Fail to Deliver Fee”);
provided; however that the Fail to Deliver Fee shall not be due if the failure is a result of a third party (i.e., transfer agent; and
not the result of any failure to pay such transfer agent) despite the best efforts of the Borrower to effect delivery of such Common
Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the
option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall
be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note
and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees
that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference
with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages
provision contained in this Section 1.4(e) are justified.


 


1.5
Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless:
(i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower’s transfer agent shall
have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel
in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption
from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate”
(as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5
and who is an Accredited Investor (as defined in the Purchase Agreement).


 


Any
restrictive legend representing shares of Common Stock issuable upon conversion of this Note shall be removed and the Borrower shall
issue to the Holder Common Stock free of any transfer legend if the Borrower or its transfer agent shall have received an opinion of
counsel from Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the
effect that (i) a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be
accepted by the Company so that the sale or transfer is effected; or (ii) in the case of the Common Stock issuable upon conversion of
this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act; or otherwise
may be sold pursuant to an exemption from registration. In the event that the Company does not reasonably accept the opinion of counsel
provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration (such as Rule 144), at the
Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.


 




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1.6
Effect of Certain Events.


 


(a)
Effect of Merger, Consolidation. At the option of the Holder, the sale, conveyance or disposition of all or substantially all
of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than
50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with
or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to be an Event of Default
(as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition
to such transaction an amount equal to the Default Amount (as defined in Article III). “Person” shall mean any individual,
corporation, limited liability company, partnership, association, trust or other entity or organization.


 


(b)
Adjustment Due to Merger, Consolidation. If, at any time when this Note is issued and outstanding and prior to conversion of all
of the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event,
as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another
class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially
all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this
Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified
herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which
the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction
(without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect
to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions
for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable,
as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower
shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, ten (10) days
prior written notice (but in any event at least five (5) days prior written notice) of the record date of the special meeting of shareholders
to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization,
reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b)
the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Note. The above
provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.


 




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(c)
Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its
assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend
or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary
(i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note
after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would
have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder
of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.


 


(d)
Removed and Reserved.


 


(e) DTC
Eligibility and Conversion Price Threshold. If the Borrower fails to maintain its status as “DTC Eligible” for any
reason, or, if the Conversion Price is less than $0.0075 at any time while this Note is outstanding and an Event of Default has
occurred, the principal amount of the Note shall increase by 15% (under Holder’s and Borrower’s expectation that any
principal amount increase will tack back to the Issue Date). In addition, an additional 15% discount shall be applied to the
Variable Conversion Price.


 


(f) Notice
of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events
described in this Section 1.6, the Borrower, at its expense, shall promptly compute such adjustment or readjustment and prepare and
furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. The Borrower shall, upon the written request at any time of the Holder, furnish to such Holder
a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect and (iii) the
number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon
conversion of the Note.


 


1.7
Prepayment. The Total Payment Amount due hereunder may be prepaid by the Company at the sole discretion of the Holder. Such prepayment
amount delievered by the Company to the Holder shall be authorized and consented to in writing by the Holder.


 


ARTICLE
II. CERTAIN COVENANTS


 


2.1
Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s
written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any
consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.


 


2.2
Section 3(a)(9) or 3(a)(10) Transaction. So long as this Note is outstanding, the Borrower shall not enter into any transaction
or arrangement structured in accordance with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) of the
Securities Act (a “3(a)(9) Transaction”) or Section 3(a)(l0) of the Securities Act (a “3(a)(l0) Transaction”).
In the event that the Borrower does enter into, or makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(l0)
Transaction while this Note is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of this Note, but
not less than Fifteen Thousand Dollars $15,000, will be assessed and will become immediately due and payable to the Holder at its election
in the form of cash payment or addition to the balance of this Note.


 




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ARTICLE
III. EVENTS OF DEFAULT


 


If
any of the following events of default (each, an “Event of Default”) shall occur:


 


3.1
Failure to Pay Principal and Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note
in accordance with Schedule A attached hereto with a five (5) calendar day cure period (the “Final Payment Date”). Nothwithstanding
the foregoing, an Event of Default shall not be effective under this Section 3.1 upon conversion by the Holder of such Monthly Payment
Amount in accordance with the terms under Article I of this Note (the “Payment Amount Shares”). In the event the Payment
Amount Shares are not delivered to the Holder within two (2) Trading Days from the Final Payment Date it shall be an Event of Default
under this Section 3.1.


 


3.2
Conversion and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing
that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with
the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form at
the option of the Holder) shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when
required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent
in transferring (or issuing) (electronically or in certificated form at the option of the Holder) shares of Common Stock to be issued
to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs
its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw
any stop transfer instructions in respect thereof) on any shares of Common Stock issued to the Holder upon conversion of or otherwise
pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend
to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement
or threat not to honor its obligations shall not be rescinded in writing) for two (2) Trading Days after the Holder shall have delivered
a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an
event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower
to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order
to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours of a demand from
the Holder.


 




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3.3
Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and
any collateral documents including but not limited to the Purchase Agreement..


 


3.4
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement
or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall
be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material
adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.


 


3.5
Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or
apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such
a receiver or trustee shall otherwise be appointed.


 


3.6
Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary,
for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary
of the Borrower.


 


3.7
Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC (which
specifically includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, the Nasdaq
National Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the American Stock Exchange.


 


3.8
Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act,
or if the Company files a 12b-25 Notice of Late filing for any periodic report; and/or the Borrower shall cease to be subject to the
reporting requirements of the Exchange Act.


 


3.9
Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.


 


3.10
Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its
debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going
concern” shall not be an admission that the Borrower cannot pay its debts as they become due.


 


3.11
Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC at any time after
180 days after the Issuance Date for any date or period until this Note is no longer outstanding, if the result of such restatement would,
by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect
to this Note or the Purchase Agreement.


 




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3.12
Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide,
prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered
pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved
Amount) signed by the successor transfer agent to Borrower and the Borrower.


 


3.13 Cross-Default.
Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by
the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all
applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the
Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the
Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder.
“Other Agreements” means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or
for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided,
however, the term “Other Agreements” shall not include the related or companion documents to this Note. Each of the loan
transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the
Holder.


 


3.14
DTC Chill, DWAC Eligibility. At any time after the Issue Date, (i) if the Borrower’s Common Stock is not deliverable by
DWAC (including if the Borrower’s transfer agent has a policy prohibiting or limiting delivery of shares of the Borrower’s
Common Stock specified in a Notice of Conversion), or (ii) if in the case that the Borrower’s Common Stock is “chilled”
for deposit into the DTC system and only eligible for clearing deposit.


 


3.15
Reverse Splits. The Borrower effectuates a reverse split of its Common Stock while this Note is outstanding.


 


3.16
Cessation of Trading. Any cessation of trading of the Common Stock on at least one of the OTCBB, OTCQB, OTC Pink or an equivalent
replacement exchange, the Nasdaq National Market, the Nasdaq Small Cap Market, the New York Stock Exchange, or the NYSE MKT, and such
cessation of trading shall continue for a period of five consecutive (5) Trading Days.


 


3.17
OTC Markets Designation. OTC Markets changes the Borrower’s designation to ‘No Information’ (Stop Sign), ‘Caveat
Emptor’ (Skull and Crossbones), OTC Pink, or ‘OTC’, ‘Other OTC’ or ‘Grey Market’ (Exclamation
Mark Sign).


 


3.18
Inside Information. Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or
any actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public
information concerning the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower’s
filing of a Form 8-K pursuant to Regulation FD on that same date.


 




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3.19 Unavailability
of Rule 144. If, at any time on or after the date which is six (6) months after the Issue Date, the Holder is unable to (i)
obtain a standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder, the Holder’s
brokerage firm (and respective clearing firm), and the Borrower’s transfer agent in order to facilitate the Holder’s
conversion of any portion of the Note into free trading shares of the Borrower’s Common Stock pursuant to Rule 144, and (ii)
thereupon deposit such shares into the Holder’s brokerage account.


 


3.20
Section 3a9 or 3(a)(10) Transaction. The Borrower shall enter into a 3(a)(9) Transaction or a 3(a)(l0) Transaction.


 


UPON
THE OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.1, 3.2, OR SECTION 3.19, THE NOTE SHALL BECOME
IMMEDIATELY DUE AND PAYABLE AND THE BORROWER SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL
TO: (Y) THE DEFAULT AMOUNT (AS DEFINED HEREIN); MULTIPLIED BY (Z) TWO (2). Upon the occurrence and during the continuation of any Event
of Default specified in Sections 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18 and/or 3.20,
exercisable through the delivery of written notice to the Borrower by such Holders (the “Default Notice”), the Note shall
become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount
equal to 150% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid
interest on the unpaid principal amount of this Note to the date of conversion (the “Conversion Date”) plus (y) Default
Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Section
1.4(e) hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses
(x), (y) and (z) shall collectively be known as the “Default Amount”) and all other amounts payable hereunder shall immediately
become convertible, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including,
without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies
available at law or in equity.


 


If
the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then
the Holder shall have the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are
sufficient authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the
number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect.


 


ARTICLE
IV. MISCELLANEOUS


 


4.1
Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative
to, and not exclusive of, any rights or remedies otherwise available.


 




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4.2
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be
in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified,
return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by e-mail, hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective
(a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address
or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a business day during normal business hours where such notice
is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed
to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:


 


If
to the Borrower, to:


 


Tauriga
Sciences Inc.


555
Madison Avenue, 5th Floor


New York, New York 10022


 


If
to the Holder:


 


Jefferson
Street Capital LLC


720 Monroe Street, Suite C401B Hoboken, New Jersey 07030


 


4.3
Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the
Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the
other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended
or supplemented.


 


4.4
Most Favored Nation. During the period where any monies are owed to the Holder pursuant to this Note, if the Borrower engages
in any future financing transactions with a third party investor, the Borrower will provide the Holder with written notice (the “MFN
Notice”) thereof promptly but in no event less than 10 days prior to closing any financing transactions. Included with the MFN
Notice shall be a copy of all documentation relating to such financing transaction and shall include, upon written request of the Holder,
any additional information related to such subsequent investment as may be reasonably requested by the Holder. In the event the Holder
determines that the terms of the subsequent investment are preferable to the terms of the securities of the Borrower issued to the Holder
pursuant to the terms of the Purchase Agreement, the Holder will notify the Borrower in writing. Promptly after receipt of such written
notice from the Holder, the Borrower agrees to amend and restate the Securities (which may include the conversion terms of this Note),
to be identical to the instruments evidencing the subsequent investment. Notwithstanding the foregoing, this Section 4.4 shall not apply
in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock. “Exempt Issuance” means
the issuance of: (a) shares of Common Stock or options to officers, or directors of the Borrower pursuant to any stock or option plan
duly adopted for such purpose by a majority of the members of the Board of Directors or a majority of the members of a committee of directors
established for such purpose, (b) securities upon the exercise or exchange of or conversion of this Note and/or other securities exercisable
or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date hereof, and (c) securities issued pursuant
to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Borrower, provided that any such
issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with
the business of the Borrower and in which the Borrower receives benefits in addition to the investment of funds, but shall not include
a transaction in which the Borrower is issuing securities primarily for the purpose of raising capital or to an entity whose primary
business is investing in securities.


 




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4.5
Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit
of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in
Rule 501(a) of the Securities and Exchange Commission). Notwithstanding anything in this Note to the contrary, this Note may be pledged
as collateral in connection with a bona fide margin account or other lending arrangement; and may be assigned by the Holder without
the consent of the Borrower.


 


4.6
Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection,
including reasonable attorneys’ fees.


 


4.7
Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Nevada without regard
to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by
this Note shall be brought only in the state courts of New York or in the federal courts located in the Eastern District of New York.
The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall
not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive
trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs.
In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under
any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under
any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives
personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note, any
agreement or any other document delivered in connection with this Note 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 Note 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.


 




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4.8
Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.


 


4.9
Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder,
by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at
law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the
Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in
equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach
of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without
any bond or other security being required.


 


4.10
Piggyback Registration Rights. The Borrower shall include on the next registration statement the Borrower files with SEC (or on
the subsequent registration statement if such registration statement is withdrawn, and excluding the current registration statement that
the Borrower has on file with the SEC) all shares issuable upon conversion of this Note, unless such shares are at that time eligible
for sale under Rule 144 under the Securities Act. The Borrower agrees that this is a material term of the Note and any breach of this
Section 4.10 will result in an Event of Default under Section 3.4 of this Note.


 


4.11
Variable Security Blocker. The Borrower shall not enter into a Variable Security (as defined herein) with, or issue a Variable
Security to, any party other than the Holder while this Note remains outstanding without written approval from the Holder. A Variable
Security shall mean any security issued by the Borrower that (i) has or may have conversion rights of any kind, contingent, conditional
or otherwise in which the number of shares that may be issued pursuant to such conversion right varies with the market price of the common
stock; (ii) is or may become convertible into common stock (including without limitation convertible debt, warrants or convertible preferred
stock), with a conversion or exercise price that varies with the market price of the common stock, even if such security only becomes
convertible or exercisable following an event of default, the passage of time, or another trigger event or condition; or (iii) was issued
or may be issued in the future in exchange for or in connection with any contract, security, or instrument, whether convertible or not,
where the number of shares of common stock issued or to be issued is based upon or related in any way to the market price of the common
stock, including, but not limited to, common stock issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement,
or any other similar settlement or exchange. The Borrower agrees that this is a material term of the Note and any breach of this Section
4.11 will result in an Event of Default under Section 3.4 of this Note.


 


4.12
Severability. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of
law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision hereof.


 


4.13
Dispute Resolution. In the case of a dispute as to the determination of the Conversion Price, Conversion Amount, amount owed under
an Event of Default, Closing or Maturity Date, the closing bid price, or fair market value (as the case may be) or the arithmetic calculation
of the Conversion Price (as the case may be), the Borrower or the Holder shall submit the disputed determinations or arithmetic calculations
via facsimile (i) within two (2) Business Days after receipt of the applicable notice giving rise to such dispute to the Borrower or
the Holder or (ii) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such
dispute. If the Holder and the Borrower are unable to agree upon such determination or calculation within two (2) Business Days of such
disputed determination or arithmetic calculation (as the case may be) being submitted to the Borrower or the Holder, then the Borrower
shall, within two (2) Business Days, submit via facsimile (a) the disputed determination of the Conversion Price, the closing bid price,
the or fair market value (as the case may be) to an independent, reputable investment bank selected by the Borrower and approved by the
Holder or (b) the disputed arithmetic calculation of the Conversion Price, Conversion Amount, or amount owed under an Event of Default
to an independent, outside accountant selected by the Holder that is reasonably acceptable to the Borrower. The Borrower shall cause
at its expense the investment bank or the accountant to perform the determinations or calculations and notify the Borrower and the Holder
of the results no later than four (4) Business Days from the time it receives such disputed determinations or calculations. Such investment
bank’s or accountant’s determination or calculation shall be binding upon all parties absent demonstrable error.


 


[
- Signature Page Follows - ]


 




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IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer on September 20, 2021.


 


	TAURIGA SCIENCES INC.	 
	 	 	 
	 	 	 
	By:
    		 
	Name:	Seth
    Shaw	 
	Title:	Chief
    Executive Officer	 


 




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EXHIBIT
A 


 


NOTICE
OF CONVERSION


 


The undersigned hereby elects to convert $_________________principal
amount of the Note (defined below) into that number of
shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of
Tauriga Sciences Inc., a Florida corporation (the “Borrower”) according to the conditions of the convertible note of the
Borrower dated as of September 20, 2021 (the “Note”), as of the date written below. No fee will be charged to the Holder
for any conversion, except for transfer taxes, if any.


 


Box
Checked as to applicable instructions:


 


	[  ]	The
    Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned
    or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).
	 	 
	 	Name
    of DTC Prime Broker:
	 	Account
    Number:
	 	 
	[  ]	The
    undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth
    below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or,
    if additional space is necessary, on an attachment hereto:


 


	Date
    of conversion:	 	 
	Applicable
    Conversion Price:	$	 	 
	Number
of shares of common stock to be issued pursuant to conversion of the Notes:	 	 
	Amount
of Principal Balance due remaining under the Note after this conversion:	 	 


 


	JEFFERSON
    STREET CAPITAL LLC	 
	 	 	 
	By:	 	 
	Name:	            	 
	Title:	 	 
	Date:	 	 




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SCHEDULE
A – PAYMENT SCHEDULE


 


	Date	 	Monthly Payment Amount	 
	February 19, 2022	 	$	21,214.29	 
	March 19, 2022	 	$	21,214.29	 
	April 19, 2022	 	$	21,214.29	 
	May 19, 2022	 	$	21,214.29	 
	June 19, 2022	 	$	21,214.29	 
	July 19, 2022	 	$	21,214.29	 
	August 19, 2022	 	$	21,214.29	 
	 	 	 	 	 
	Total Payments Amount:	 	$	148,500.00	 



 




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