MEMBRSHIP
INTEREST TRANSFER AGREEMENT


 


THIS
MEMBERSHIP INTEREST TRANSFER AGREEMENT (the “Agreement”) is made and entered into this 22nd day of December, 2016,
by and between TAURIGA SCIENCES, INC., a Florida corporation (“Tauriga”), and OPEN THERAPEUTICS, LLC, an Ohio limited
liability company (“OT”).


 


WHEREAS,
Tauriga currently owns one hundred percent (100%) of the issued and outstanding membership interests of Pilus Energy, LLC (the
“Company”); and


 


WHEREAS,
Tauriga desires to transfer and convey eighty percent (80%) of its membership interest in the Company to OT and continue to retain
twenty percent (20%) of its membership interest in the Company, and OT desires to accept such membership interest, pursuant to
the terms and conditions hereof.


 


NOW
THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, it is hereby agreed:


 


1.       Transfer
of the Interest. On the date hereof, Tauriga shall transfer and convey eighty percent (80%) of its membership interest in
Company (the “Interest”) to OT in exchange for the consideration set forth herein. Within thirty (30) calendar days
of the date hereof, OT and Tauriga shall execute an amended and restated operating agreement of the Company (the “A&R
Operating Agreement”) evidencing the transfer of the Interest and the admission of OT as a Member. The Company’s existing
operating agreement shall be terminated as of the date hereof and superseded by the A&R Operating Agreement. In addition to
industry standard provisions, OT and Tauriga agree and acknowledge the A&R Operating Agreement shall contain provisions regarding
the (i) “Tauriga Profit Sharing Payment” (as defined in Section 3 below) and (ii) “Tauriga Drag-Along Obligation”
(as defined in Section 4 below). Tauriga agrees and acknowledges any rights granted to it through this Agreement and the A&R
Operating Agreement shall in no way grant it any rights of equity relating to OT. 


 


2.       Modification
of Warrant. Pursuant to a warrant issued by Tauriga to OT dated as of January 28, 2014 (the “Warrant”), OT was
granted the right to purchase shares of common stock in Tauriga (the “Warrant Shares”). In consideration for the Interest,
OT agrees to release and terminate its right to purchase eighty percent (80%) of the Warrant Shares. For clarity, as of the date
hereof, OT will continue to be entitled to purchase twenty percent (20%) of the Warrant Shares in accordance with the terms of
the Warrant, and the Warrant will continue in full force and effect with respect to such reduced Warrant Shares. 


 


3.       Profit
Sharing. As additional consideration for the Interest transfer, OT also agrees and covenants that the A&R Operating Agreement
shall contained a provision substantially as follows:


 


(a)       OT
will cause twenty percent (20%) of the net profit generated from the Company, if any, for each calendar year (or portion thereof)
beginning January 1, 2017, and continuing for so long as OT or any of its affiliates own membership interests of the Company (the
“Tauriga Profit Sharing Payment”).


 




    	 	 	 



    	 		 



    


 


(b)       The
Tauriga Profit Sharing Payment will be calculated and paid once per calendar year for the preceding calendar year once the Company’s
financial statements for such proceeding calendar year are finalized by the Company’s accountants; provided, however,
in no event shall the Tauriga Profit Sharing Payment occur later than April 30th for each calendar year in which any
payment is due.


 


(c)       For
purposes of this Agreement, “net profit” means the Company’s gross profit less its total operating expenses,
including overhead, interest and taxes.


 


4.       Drag-Along.
As additional consideration for OT agreeing to the terms hereof, Tauriga also agrees and covenants that the A&R Operating
Agreement shall contained a “drag-along” provision which shall require Tauriga for any transaction for which the consent
of the members of the Company is required and/or advisable to vote the membership interests held by Tauriga in the same manner
as OT elects to vote its membership interests so long as Tauriga continues to own membership interests of the Company (the “Tauriga
Drag-Along Obligation”). Tauriga shall further agree and covenant that the A&R Operating Agreement shall contain provisions
requiring Tauriga to execute and deliver any documents reasonably necessary to achieve the intent of the Tauriga Drag-Along Obligation.


 


5.       Repayment
of Tauriga Debt. Tauriga acknowledges and agrees that it owes the amount of Seventy Five Thousand Dollars ($75,000) to OT
as of the date hereof (the “Tauriga Debt”), and that notwithstanding the requirements of Sections 3(a) and 3(b) above,
OT shall be entitled to retain the first $75,000 of the Tauriga Profit Sharing Payments in repayment of the Tauriga Debt in the
event it is still outstanding at the time of such payment. The parties also agree that Tauriga shall have the option to repay
the Tauriga Debt in another manner within five (5) weeks of the date of this Agreement, as agreed to by Tauriga and OT.


 


6.       Company
IP. The parties hereto agree and acknowledge that the Company owns that certain U.S. Patent No. 8,354,267 (the “Patent”).
Tauriga has notified OT that a maintenance payment is due with respect to the Patent which must be paid by January 13, 2017, or
the Patent will risk abandonment.


 


7.       Representations
and Warranties of Tauriga. Tauriga makes the following representations and warranties to OT, each of which is true and correct
on the date hereof and shall survive the closing of the transaction contemplated hereby:


 


(a)       Tauriga
owns the Interest, and will convey the Interest to OT, free and clear of any and all liens, claims, charges and encumbrances whatsoever,
and (upon execution of this Agreement) the consummation of the transaction provided for herein will not violate any agreement
or restriction to which Tauriga is bound or to which such Interest is subject.


 


(b)       The
execution, delivery and performance of this Agreement and the consummation by Tauriga of the transactions contemplated hereby
and thereby, are within Tauriga’s power.


 


(c)       This
Agreement is a valid and binding obligation of Tauriga enforceable against Tauriga in accordance with its terms, subject to bankruptcy,
insolvency, moratorium, and other laws affecting creditors’ rights generally.


 




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(d)       The
Company owns all rights, interests and title to and in all patents, trademarks, service marks, trade names, copyrights, trade
secrets, and proprietary rights and processes related to the Company’s business (the “Company Intellectual Property”),
free and clear of any liens and without any conflict with or infringement of the rights of others. 


 


8.       Intellectual
Property Assignments. If necessary, Tauriga will promptly assign any rights it may have or acquire in the Company Intellectual
Property to the Company pursuant to an instrument of assignment or as otherwise requested by the Company or OT.


 


9.       Representations
and Warranties of OT. OT makes the following representations and warranties to Tauriga, each of which is true and correct
on the date hereof and shall survive the closing of the transactions contemplated hereby:


 


(a)       The
execution, delivery and performance of this Agreement and the consummation by OT of the transactions contemplated hereby are within
OT’s power.


 


(b)       This
Agreement is a valid and binding obligation of OT enforceable against OT in accordance with its terms, subject to bankruptcy,
insolvency, moratorium, and other laws affecting creditors’ rights generally.


 


(c)       OT
is acquiring the Interest for its own account for investment and not with a view to, or for sale in connection with, any distribution
thereof, or with any present intention of distributing or selling the same; and OT has no present or contemplated agreement, undertaking,
arrangement, obligation, indebtedness or commitment providing for the disposition thereof. OT further represents that it has sufficient
and adequate means to provide for its current needs and contingencies and has no need for liquidity with respect to its investment
in the Company.


 


9       Successors
and Assigns. This instrument will be binding upon, and inure to the benefit of the parties hereto and their respective successors
and assigns.


 


10.       Entire
Agreement; Amendment. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter
hereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions of the parties,
whether oral or written, and there are no warranties, representations or other agreements between the parties in connection with
the subject matter hereof, except as specifically set forth herein. No amendment, supplement, modification, waiver or termination
of this Agreement shall be binding unless executed in writing by the party to be bound thereby.


 


11.       Counterparts.
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any
electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method
and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 




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12.       Notices.
Any notices pursuant to this Agreement shall be deemed properly given if sent by U.S. registered or certified mail, return receipt
requested, or by overnight delivery service addressed as follows:


 


	 	To
    Tauriga:	Tauriga
        Sciences, Inc.

        Attn:
        Seth M. Shaw

        39
        Old Ridgebury Road, Suite C4

        Danbury,
        CT 06180

	 	 	 
	 	To
    OT:	Open
        Therapeutics, LLC

        Attn:
        Jerome D. Hamilton, Chief Executive Officer

        P.O.
        Box 30085

        Cincinnati,
        OH 45230



 


13.       Assignment.
This Agreement and the respective rights and obligations hereunder may not be assigned by either party hereto without the prior
written consent of the other party.


 


14.       Governing
Law; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of
Ohio, without giving effect to the principles of conflict of laws thereof. Both parties hereto agree that the state and federal
courts in Hamilton County, Ohio shall have exclusive jurisdiction over all matters arising out of this Agreement, and that service
of process in any such proceeding shall be effective if mailed to the respective addresses set forth herein. Both parties also
agree that the venue provided above is the most convenient forum, and waive any objection to venue and any objection based on
a more convenient forum in any action instituted under this Agreement.


 


15.       Jury
Waiver. BOTH PARTIES HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY OF ANY MATTERS ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY. BOTH PARTIES ACKNOWLEDGE THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Membership Interest Transfer and Profit Sharing Agreement to be executed
as of the date first written above.


 


	 	TAURIGA:
	 	 	 
	 	TAURIGA SCIENCES, INC.
	 	 	 
	 	By:
    	/s/
    Seth M. Shaw
	 	Print Name:
	 	Title:	 
	 	 	 
	 	OT:
	 	 	 
	 	OPEN THERAPEUTICS, LLC
	 	 	 
	 	By:
    	/s/
    Jerome Hamilton
	 	Print Name:
	 	Title:	 


 




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