THIS
NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”)


 


US
$104,000.00 


 


TAURIGA
SCIENCES, INC.


7%
CONVERTIBLE REDEEMABLE NOTE


DUE
JUNE 1, 2016


 


FOR
VALUE RECEIVED, TAURIGA SCIENCES, INC. (the “Company”) promises to pay to the order of UNION CAPITAL, LLC and its
authorized successors and permitted assigns (“Holder”), the aggregate principal face amount of One Hundred
Four Thousand Dollars exactly (U.S. $104,000.00) on June 1, 2016 (“Maturity Date”) and to pay interest on the
principal amount outstanding hereunder at the rate of 7% per annum commencing on June 1, 2015. The interest will be paid to the
Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note.
The principal of, and interest on, this Note are payable at 338 Crown Street, Brooklyn, NY 11225, initially, and if changed, last
appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay
each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required
by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address
appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding
principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented
by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.


 


This
Note is subject to the following additional provisions:


 


 1. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith.




 





 



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2.The
Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.


 


3.This
Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (“Act”),
and applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void.
Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name
this Note is duly registered on the Company’s records as the owner hereof for all other purposes, whether or not this Note
be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this
Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth
in Section 4(a), and any prospective transferee of this Note, also is required to give the Company written confirmation that this
Note is being converted (“Notice of Conversion”) in the form annexed hereto as Exhibit A. The date of
receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.


 


4.(a)The
Holder of this Note is entitled, at its option, at any time to convert all or any amount of the principal face amount of this
Note then outstanding into shares of the Company’s common stock (the “Common Stock”), at a price (“Conversion
Price”) for each share of Common Stock equal to 80% of the lowest closing bid price of the Common Stock
as reported on the OTCQB marketplace which the Company’s shares are traded or any market upon which the Common Stock may
be traded in the future (“Exchange”), for the five prior trading days including
the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered by fax or
other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes
to include the same day closing price). If the shares have not been delivered within 3 business days, the Notice of Conversion
may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within
3 business days of receipt by the Company of the Notice of Conversion. Accrued, but unpaid interest shall be subject to conversion.
No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable
shall be rounded to the nearest whole share. To the extent the Conversion Price of the Company’s Common Stock closes
below the par value per share, the Company 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 Company agrees to honor all conversions submitted pending this increase.
In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 70%
instead of 80% while that “Chill” is in effect. In no event shall the Holder be allowed to effect a conversion
if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would
exceed 9.9% of the outstanding shares of the Common Stock of the Company. The conversion discount, interest rate (including OID)
and look back period will be adjusted on a ratchet basis if the Company offers a more favorable conversion discount (whether through
a straight discount or in combination with an original issue discount) or look back period to another party while this note is
in effect.


 








 



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(b)Interest
on any unpaid principal balance of this Note shall be paid at the rate of 7% per annum. Interest shall be paid by the Company
in Common Stock (“Interest Shares”). Holder may, at any time, send in a Notice of Conversion to the Company for Interest
Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a
portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.


 


(c)During
the first six months this Note is in effect, the Company may redeem this Note by paying to the Holder an amount as follows: (i)
if the redemption occurs within the first 90 days then an amount equal to 115% of the unpaid principal amount of this Note along
with any prepaid and earned interest, (ii) if the redemption occurs after the first 90 days but before the 181st day
following the issuance of this Note, then an amount equal to 130% of the unpaid principal amount of this Note along with any prepaid
and earned interest. This Note may not be redeemed after 180 days. The redemption must be closed and paid for within 3 business
days of the Company sending the redemption demand or the redemption will be invalid and the Company may not redeem this Note


 


(d)
Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series
of related transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of
the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company
with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected
solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of
outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as
a “Sale Event”), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150%
of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such
Holder may convert the unpaid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares
of Common Stock immediately prior to such Sale Event at the Conversion Price.


 


(e)
In case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection
with which this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of
this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number
of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization
or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon
exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing
provisions shall similarly apply to successive Sale Events. If the consideration received by the holders of Common Stock is other
than cash, the value shall be as determined by the Board of Directors of the Company or successor person or entity acting in good
faith.


 


5.No
provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal
of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.


 








 



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6.The
Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice
of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for
hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.


 


7.The
Company agrees to pay all costs and expenses, including reasonable attorneys’ fees and expenses, which may be incurred by
the Holder in collecting any amount due under this Note.


 


8.If
one or more of the following described “Events of Default” shall occur:


 


(a)The
Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company;
or


 


(b)Any
of the representations or warranties made by the Company herein or in any certificate or financial or other written statements
heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or
the Securities Purchase Agreement under which this Note was issued shall be false or misleading in any respect; or


 


(c)The
Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of
the Company under this Note or any other note issued to the Holder; or


 


(d)The
Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an
assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment
of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy
relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under
federal or state laws as applicable; or


 


(e)A
trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without
its consent and shall not be discharged within sixty (60) days after such appointment; or


 


(f)Any
governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or
control of the whole or any substantial portion of the properties or assets of the Company; or


 


(g)One
or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in
the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid,
unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of
any proposed sale thereunder; or


 








 



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(h)The
Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered
and failed to cure such default within the appropriate grace period; or


 


(i)The
Company shall have its Common Stock delisted from a market (including the OTCQB marketplace) or, if the Common Stock trades on
an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days;


 


(j)If
a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the
Board;


 


(k)The
Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business
days of its receipt of a Notice of Conversion; or


 


(l)
Subject to the Share Increase (as defined in Section 12), the Company shall not replenish the reserve set forth in Section
12, within 3 business days of the request of the Holder; or


 


(m)The
Company shall not be “current” in its filings with the Securities and Exchange Commission; or


 


(n)
The Company shall lose the “bid” price for its stock and a market (including the OTCBB marketplace or other exchange)


 


Then,
or at any time thereafter, unless cured within 5 days, and in each and every such case, unless such Event of Default shall have
been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option
of the Holder and in the Holder’s sole discretion, the Holder may consider this Note immediately due and payable, without
presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly
waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately,
and without expiration of any period of grace, enforce any and all of the Holder’s rights and remedies provided herein or
any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 24%
per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law.
In the event of a breach of Section 8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4th
day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the
10th day. The penalty for a breach of Section 8(n) shall be an increase of the outstanding principal amounts by 20%.
In case of a breach of Section 8(i), the outstanding principal due under this Note shall increase by 50%. Further, if a breach
of Section 8(m) occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall be entitled to use the
lowest closing bid price during the delinquency period as a base price for the conversion. For example, if the lowest closing
bid price during the delinquency period is $0.01 per share and the conversion discount is 50% the Holder may elect to convert
future conversions at $0.005 per share. If this Note is not paid at maturity, the outstanding principal due under this Note shall
increase by 10%.


 








 



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If
the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging
an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’
fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.


 


Make-Whole
for Failure to Deliver Loss. At the Holder’s election, if the Company fails for any reason to deliver to the Holder the
conversion shares by the by the 3rd business day following the delivery of a Notice of Conversion to the Company and if the Holder
incurs a Failure to Deliver Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable
to the Holder in respect of the Failure to Deliver Loss and the Company must make the Holder whole as follows:


 


Failure
to Deliver Loss = [(High trade price at any time on or after the day of exercise) x (Number of conversion shares)]


 


The
Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment must be made by the third business day
from the time of the Holder’s written notice to the Company.


 


9.In
case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or
une’nforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum
extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected
or impaired thereby.


 


10.Neither
this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the
Company and the Holder.


 


11.The
Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if it previously
has been a “shell” issuer that at least 12 months have passed since the Company has reported form 10 type information
indicating it is no longer a “shell issuer. Further. The Company will instruct its counsel to either (i) write a 144 opinion
to allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.


 


12.The
Company shall issue irrevocable transfer agent instructions reserving at least three times the number of shares of its Common
Stock for conversions under this Note (the “Share Reserve”) in substantially the form set forth as Exhibit A to this
Note (the “Instruction Letter”). However, the Holder acknowledges and agrees that the Company currently does not have
a sufficient number of authorized but unissued shares of Common Stock to satisfy the Share Reserve and shall only reserve 33,000,000
shares at this time. To satisfy the Share Reserve, the Company shall call a special meeting of the stockholders no later than
fifteen (15) calendar days from the date of this Note and hold such meeting as soon as practicable thereafter, but in no event
later than seventy-five (75) calendar days from the date of this Note, for the sole purpose of increasing the number of authorized
shares of Common Stock in an amount at least sufficient to satisfy the Share Reserve (the “Share Increase”). The Company’s
management shall recommend to the Company’s stockholders to vote in favor of increasing the number of authorized shares
of Common Stock. Management shall also vote all of its shares in favor of the Share Increase. The Company shall use its best efforts
to cause the Share Increase to be authorized so as to comply with the requirements of this Section 12. Assuming the approval of
the Company’s stockholders of the Share Increase, the Company shall deliver to the Holder a fully-executed Instruction Letter
within five trading days. Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. The
Company shall pay all costs associated with issuing and delivering the shares. If such amounts are to be paid by the Holder, it
may deduct such amounts from the Conversion Price. Subsequent to the Share Increase, he Company should at all times reserve a
minimum of four times the amount of shares required if the note would be fully converted. The Holder may reasonably request increases
from time to time to reserve such amounts.


 


13.The
Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits,
recapitalizations etc. This notice shall be given to the Holder as soon as possible under law.


 


14.This
Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be
performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and
the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of
New York. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement
shall be effective as an original.


 








 



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IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.


 


Dated: June
1, 2015


 


	 	TAURIGA SCIENCES, INC.
	 	 	 
	 	By:	/s/
    Stella M. Sung 
	 	Title:	CEO


 








 



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EXHIBIT
A


 


NOTICE
OF CONVERSION


 


(To
be Executed by the Registered Holder in order to Convert the Note)


 


The
undersigned hereby irrevocably elects to convert $___________ of the above Note into _________ Shares of Common Stock of TAURIGA
SCIENCES, INC. (“Shares”) according to the conditions set forth in such Note, as of the date written below.


 


If
Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes
and charges payable with respect thereto.


	 	 	 
	Date
    of Conversion:	 
	Applicable
    Conversion Price: 	 
	Signature:
    	 
	[Print
    Name of Holder and Title of Signer]
	Address:
    	 
	 
	 	 


 





	SSN or EIN: 	 	 
	Shares are to be registered in the following name:	 







 


	Name:
    	 
	Address:
    	 
	Tel:
    	 
	Fax:
    	 
	SSN
    or EIN: 	 


 


Shares are
to be sent or delivered to the following account:


 


	Account
    Name: 	 
	Address:
    	 


 








 



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