Exhibit
10.1


 


AMENDMENT
TO


INVESTMENT
AGREEMENT WITH TANGIERS GLOBAL, LLC


DATED
JANUARY 21, 2020


 


This
Amendment (“Amendment”) is entered into and effective as of November 18, 2020 (the “Effective Date”)
by and between Tauriga Sciences, Inc. (the “Company”) and Tangiers Global, LLC (“Tangiers”)
in order to amend the Investment Agreement entered into on January 21, 2020 by and between the Company and Tangier (“Investment
Agreement”), whereby the Company and Tangiers had agreed to the sale of up to $5,000,000 of the Company’s shares
of Common Stock pursuant to the term of the Investment Agreement. The Company and the Holder are each a “Party”
to this Amendment and are sometimes collectively referred to as the “Parties”.


 


Any
capitalized terms not defined herein shall have the meaning ascribed to it in the Investment Agreement.


 


May
it be known that the undersigned Parties, for good and valuable consideration, do hereby agree to the following changes to the
Investment Agreement, which are outlined herein.


 


These
changes are accepted and agreed and shall be valid as if they were included in the original Investment Agreement on the date of
its original entry.


 


	 	1.	Recitals.
    The term “Commitment Amount” as set forth and defined in the recitals of the Investment Agreement shall be deleted
    in its entirety and hereby be replaced in its entirety as set forth in this Amendment, as follows, and that such deletion
    is effective as of initial entry in the Investment Agreement as if such deletion and replacement of the applicable definition
    or term were made to the original execution copy of the Investment Agreement when entered: “WHEREAS, the parties desire
    that, upon the terms and subject to the conditions contained herein, the Investor shall invest up to Three Million Dollars
    ($3,000,000) (the “Commitment Amount”) to purchase the Company’s common stock, par value of $.00001 per
    share (the “Common Stock”):
	 	 	 
	 	2.	Section
    2.1 - PURCHASE AND SALE OF COMMON STOCK. Section 2.1 of the Investment Agreement shall be deleted in its entirety and
    replaced with the following, and that such deletion is effective as of initial entry in the Investment Agreement as if such
    deletion and replacement of the applicable definition or term were made to the original execution copy of the Investment Agreement
    when entered: “Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor,
    and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Three
    Million Dollars ($3,000,000).”
	 	 	 
	 	3.	Section
    VIII(i) – TERMINATION. Section VII, subsection (i), of the Investment Agreement shall be deleted in its entirety
    and replaced with the following, and that such deletion is effective as of initial entry in the Investment Agreement as if
    such deletion and replacement of the applicable definition or term were made to the original execution copy of the Investment
    Agreement when entered: “(i) when the Investor has purchased an aggregate of Three Million Dollars ($3,000,000) in the
    Common Stock of the Company pursuant to this Agreement;”


 




    	 



     


    




 


The
Parties hereto agree and acknowledge that no other terms or conditions of the Investment Agreement shall be amended as a result
of this Amendment.


 


Please
indicate acceptance and approval of this Amendment dated November 18, 2020 by signing below:


 


	 	 	 
	Tauriga Sciences, Inc.	 	Tangiers Global, LLC
	 	 	 	 	 
	By:	 Seth M. Shaw	 	By:	 
	 	 	 	 	 
	Its:	Chief
    Executive Officer	 	Its: