Exhibit 10.29 


 


-Note:
April 5, 2021


 


NEITHER
THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 


THIS
NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING ANY REDEMPTION
OR CONVERSION OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL SUM REPRESENTED BY THIS NOTE MAY BE LESS THAN THE PRINCIPAL SUM
AND ACCRUED INTEREST SET FORTH BELOW.


 


8%
FIXED CONVERTIBLE PROMISSORY NOTE


 


OF


 


TAURIGA
SCIENCES, INC.


 


Issuance
Date: April 5, 2021


Principal
Sum: $525,000


 


This
Note is a duly authorized Fixed Convertible Promissory
Note of Tauriga Sciences, Inc., a corporation duly organized and existing under the laws of the State of Florida (the
“Company”), designated as the Company’s 8% Fixed Convertible Promissory Note due October 5, 2021 (“Maturity
Date”) in the face amount of $525,000 (the “Note”).


 


For
Value Received, the Company hereby promises to pay to
the order of Tangiers Global, LLC or its registered assigns or successors-in-interest (the “Holder”) the Principal
Sum of $525,000 (the “Principal Sum”) and to pay “guaranteed” interest on the principal balance hereof
at an amount equivalent to 8% of the Principal Sum, to the extent such Principal Sum and “guaranteed” interest and any other
interest, fees, liquidated damages and/or items due to Holder herein have not been repaid or converted into the Company’s Common
Stock (the “Common Stock”), in accordance with the terms hereof. The sum of shall be remitted and delivered to the
Company, and $25,000 shall be retained by the Holder through an original issue discount (the “OID”) for due diligence
and legal bills related to this transaction. The OID is set at 5% of any consideration paid. The Company covenants that within three
months of the Effective Date of the Note, it shall utilize approximately $500,000 of the proceeds in the manner set forth
on Schedule 1, attached hereto (the “Use of Proceeds”), and shall promptly provide evidence thereof to Holder, in
sufficient detail as reasonably requested by Holder.


 




    	 



     


    

 


In
addition to the “guaranteed” interest referenced above, and upon the occurrence of an Event of Default (as defined in Section
3.00(a)), additional interest will accrue from the date of the Event of Default at the rate equal to the lower of 18% per annum or the
highest rate permitted by law (the “Default Rate”).


 


This
Note will become effective only upon the execution by both parties, including the execution of Exhibits B, C, D, E, Schedule 1 (collectively,
the “Exhibits”), and the Irrevocable Transfer Agent Instructions (the “Date of Execution”) and
delivery of the initial payment of consideration by the Holder (the “Effective Date”). The Company acknowledges and
agrees the Exhibits are material provisions of this Note.


 


As
an investment incentive, the Company will issue to the Holder 1,000,000 shares of its Common Stock (the “Origination Shares”),
which shall be issued and delivered to Holder within 5 Trading Days following the Effective Date. The Company agrees the Origination
Shares are a material obligation and are deemed fully earned as of the Effective Date of the Note.


 


For
purposes hereof the following terms shall have the meanings ascribed to them below:


 


“Business
Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the City of New York are authorized
or required by law or executive order to remain closed.


 


“Fixed
Conversion Price” shall be equal to $0.075 per share.


 


“Principal
Amount” shall refer to the sum of (i) the original principal amount of this Note (including the original issue discount,
prorated if the Note has not been funded in full), (ii) all guaranteed and other accrued but unpaid interest hereunder, (iii) any fees
due hereunder, (iv) liquidated damages, and (v) any default payments owing under the Note, in each case previously paid or added to the
Principal Amount.


 


“Principal
Market” shall refer to the primary exchange or trading platform on which the Company’s common stock is traded or
quoted.


 


“Trading
Day” shall mean a day on which there is trading or quoting for any security on the Principal Market.


 


“Underlying
Shares” means the shares of Common Stock into which the Note is convertible (including interest, fees, liquidated damages
and/or principal payments in common stock as set forth herein) in accordance with the terms hereof.


 


The
following terms and conditions shall apply to this Note:


 


Section
1.00 Repayment.


 


(a)
The Company may pay this Note, in whole or in part, in cash or in other good funds, according to the following schedule:


 


	Days
    Since Effective Date	 	Payment
    Amount
	Under
    90	 	110%
    of Principal Amount so paid
	91-180	 	120%
    of Principal Amount so paid


 




    	 



     


    

 


(b)
After 180 days from the Effective Date, the Company may not pay this Note, in whole or in part, in cash or in other good funds, without
prior written consent from Holder, which consent may be withheld, delayed, denied, or conditioned in Holder’s sole and absolute
discretion. Whenever any amount expressed to be due by the terms of this Note is due on any day that is not a Business Day, the same
shall instead be due on the next succeeding day that is a Business Day. Upon the occurrence of an Event of Default, the Company may not
pay the Note, in whole or in part, in cash or in other good funds without written consent of the Holder, which consent may be withheld,
delayed, denied, or conditioned in Holder’s sole and absolute discretion. Further, the Company shall provide the Holder with two
weeks’ prior written notice of the Company’s determination to pay any or all of its obligations hereunder. During such two-week
period, the Holder may exercise any or all of its conversion rights hereunder. In the event that the Holder does not exercise its conversion
rights in respect of any or all of such noticed, prospective payment, the Company shall tender the full amount set forth in such notice
(less any amount in respect of which the Holder has exercised its conversion rights) to the Holder within 2 Business Days following the
Holder’s exercise (or notification to the Company of non-exercise) of the Holder’s conversion rights in respect of the amount
set forth in such notice. Any such payment by the Company in connection with this provision shall be deemed to have been made on the
date that the Holder first receives the above-referenced notice.


 


Section
2.00 Conversion.


 


(a)
Conversion Right. Subject to the terms hereof and restrictions and limitations contained herein, the Holder shall have the right,
at the Holder’s sole option, at any time and from time to time to convert in whole or in part the outstanding and unpaid Principal
Amount under this Note into shares of Common Stock at the Conversion Price (defined below), but not to exceed the Restricted Ownership
Percentage, as defined in Section 2.00(f). The date of any conversion notice (“Conversion Notice”) hereunder shall
be referred to herein as the “Conversion Date”.


 


(b)
Stock Certificates or DWAC. The Company will deliver to the Holder, or Holder’s authorized designee, no later than 2 Trading
Days after the Conversion Date, a certificate or certificates (which certificate(s) shall be free of restrictive legends and trading
restrictions if the shares of Common Stock underlying the portion of the Note being converted are eligible under a resale exemption pursuant
to Rule 144(b)(1)(ii) and Rule 144(d)(1)(ii) of the Securities Act of 1933, as amended (the “1933 Act”) representing
the number of shares of Common Stock being acquired upon the conversion of this Note. In lieu of delivering physical certificates representing
the shares of Common Stock issuable upon conversion of this Note, provided the Company’s transfer agent is participating in Depository
Trust Company’s (“DTC”) Fast Automated Securities Transfer (“FAST”) program, the Company
shall instead use commercially reasonable efforts to cause its transfer agent to electronically transmit such shares issuable upon conversion
to the Holder (or its designee), by crediting the account of the Holder’s (or such designee’s) broker with DTC through its
Deposits and Withdrawal at Custodian (“DWAC”) program (provided that the same time periods herein as for stock certificates
shall apply).


 




    	 



     


    

 


(c)
Charges and Expenses. Issuance of Common Stock to Holder, or any of its assignees, upon the conversion of this Note shall be made
without charge to the Holder for any issuance fee, transfer tax, legal opinion and related charges, postage/mailing charge or any other
expense with respect to the issuance of such Common Stock. Company shall pay all transfer agent fees incurred from the issuance of the
Common Stock to Holder, as well as any and all other fees and charges required by the transfer agent as a condition to effectuate such
issuance. Any such fees or charges, as noted in this Section that are paid by the Holder (whether from the Company’s delays, outright
refusal to pay, or otherwise), will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes
of Rule 144.


 


(d)
Delivery Timeline. If the Company fails to deliver to the Holder such certificate or certificates (or shares through the DWAC
program) pursuant to this Section (free of any restrictions on transfer or legends, if eligible) prior to 3 Trading Days after the Conversion
Date, the Company shall pay to the Holder as liquidated damages an amount equal to $2,000 per day, until such certificate or certificates
are delivered. The Company acknowledges that it would be extremely difficult or impracticable to determine the Holder’s actual
damages and costs resulting from a failure to deliver the Common Stock and the inclusion herein of any such additional amounts are the
agreed upon liquidated damages representing a reasonable estimate of those damages and costs. Such liquidated damages will be automatically
added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144.


 


(e)
Reservation of Underlying Securities. The Company covenants that it will at all times reserve and keep available for Holder, out
of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of this Note, free from preemptive rights
or any other actual contingent purchase rights of persons other than the Holder, the number of shares of Common Stock as shall be issuable
(taking into account the adjustments under this Section 2.00, but without regard to any ownership limitations contained herein) upon
the conversion of this Note (consisting of the Principal Amount) to Common Stock (the “Required Reserve”). The Company
covenants that all shares of Common Stock that shall be issuable will, upon issue, be duly authorized, validly issued, fully-paid, non-assessable
and freely-tradable (if eligible). If the amount of shares on reserve in Holder’s name at the Company’s transfer agent for
this Note shall drop below the Required Reserve, the Company will, within 2 Trading Days of notification from Holder, instruct the transfer
agent to increase the number of shares so that the Required Reserve is met. In the event that the Company does not instruct the transfer
agent to increase the number of shares so that the Required Reserve is met, the Holder will be allowed, if applicable, to provide this
instruction as per the terms of the Irrevocable Transfer Agent Instructions attached to this Note. The Company agrees that the maintenance
of the Required Reserve is a material term of this Note and any breach of this Section 2.00(e) will result in a default of the Note.


 


(f)
Conversion Limitation. The Holder will not submit a conversion to the Company that would result in the Holder beneficially owning
more than 9.99% of the then total outstanding shares of the Company (“Restricted Ownership Percentage”).


 


(g)
Conversion Delays. If the Company fails to deliver shares in accordance with the timeframe stated in Section 2.00(c), the Holder,
at any time prior to selling all of those shares, may rescind any portion, in whole or in part, of that particular conversion attributable
to the unsold shares. The rescinded conversion amount will be returned to the Principal Sum with the rescinded conversion shares returned
to the Company, under the expectation that any returned conversion amounts will tack back to the Effective Date.


 




    	 



     


    

 


(h)
Shorting and Hedging. Holder may not engage in any “shorting” or “hedging” transaction(s) in the Common
Stock of the Company prior to conversion.


 


(i)
Conversion Right Unconditional. If the Holder shall provide a Conversion Notice as provided herein, the Company’s obligations
to deliver Common Stock shall be absolute and unconditional, irrespective of any claim of setoff, counterclaim, recoupment, or alleged
breach by the Holder of any obligation to the Company.


 


Section
3.00 Defaults and Remedies.


 


(a)
Events of Default. An “Event of Default” is: (i) a default in payment of any amount due hereunder; (ii) a default
in the timely issuance of underlying shares upon and in accordance with terms of Section 2.00, which default continues for 2 Trading
Days after the Company has failed to issue shares or deliver stock certificates within the 3rd Trading Day following the Conversion Date;
(iii) if the Company does not issue the press release or file the Current Report on Form 8-K, in each case in accordance with the provisions
and the deadlines referenced Section 6.00(i); (iv) failure by the Company for 3 days after notice has been received by the Company to
comply with any material provision of this Note; (iv) any representation or warranty of the Company in this Note that is found to have
been incorrect in any material respect when made, including, without limitation, the Exhibits; (vi) failure of the Company to remain
compliant with DTC, thus incurring a “chilled” status with DTC; (vii) any default of any mortgage, indenture or instrument
which may be issued, or by which there may be secured or evidenced any indebtedness, for money borrowed by the Company or for money borrowed
the repayment of which is guaranteed by the Company, whether such indebtedness or guarantee now exists or shall be created hereafter;
(viii) if the Company is subject to any Bankruptcy Event; (ix) any failure of the Company to satisfy its “filing” obligations
under Securities Exchange Act of 1934, as amended (the “1934 Act”) and the rules and guidelines issued by OTC Markets
News Service, OTCMarkets.com and their affiliates; (x) failure of the Company to remain in good standing under the laws of its state
of domicile; (xi) any failure of the Company to provide the Holder with information related to its corporate structure including, but
not limited to, the number of authorized and outstanding shares, public float, etc. within 1 Trading Day of request by Holder; (xii)
the Company’s filing with the United States Securities and Exchange Commission (the “SEC”) a Certification and
Notice of Termination of Registration Under Section 12(g) of The Securities Exchange Act of 1934 or Suspension of Duty to File Reports
Under Sections 13 and 15(d) of The Securities Exchange Act of 1934 on Form 15; (xiii) failure by the Company to maintain the Required
Reserve in accordance with the terms of Section 2.00(e); (xiv) failure of Company’s Common Stock to maintain a closing bid price
in its Principal Market for more than 3 consecutive Trading Days; (xv) any delisting from a Principal Market for any reason; (xvi) failure
by Company to pay any of its transfer agent fees in excess of $2,000 or to maintain a transfer agent of record; (xvii) failure by Company
to notify Holder of a change in transfer agent within 24 hours of such change; (xviii) any trading suspension or revocation of the registration
of Company’s class of Common Stock imposed by the SEC under Sections 12(j) or 12(k) of the 1934 Act; (xix) failure by the Company
to meet all requirements necessary to satisfy the availability of Rule 144 to the Holder or its assigns, including but not limited to
the timely fulfillment of its filing obligations under Section 13 or 15(d) of the 1934 Act, requirements for XBRL filings, and requirements
for disclosure of financial statements on its website; (xx) failure of the Company to abide by the Use of Proceeds or failure of the
Company to inform the Holder of a change in the Use of Proceeds; or (xxi) failure of the Company to abide by the terms of the right of
first refusal contained in Section 6.00(k).


 




    	 



     


    

 


(b)
Remedies. If an Event of Default occurs, the outstanding Principal Amount of this Note owing in respect thereof through the date
of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the “Mandatory Default
Amount”. The Mandatory Default Amount means 20% of the outstanding Principal Amount of this Note will be automatically added
to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144. Commencing 5 days after the occurrence
of any Event of Default that results in the eventual acceleration of this Note, this Note shall accrue additional interest, in addition
to the Note’s “guaranteed” interest, at a rate equal to the lesser of 18% per annum or the maximum rate permitted under
applicable law. In connection with such acceleration described herein, the Holder need not provide, and the Issuer hereby waives, any
presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce
any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be
rescinded and annulled by the Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the note
until such time, if any, as the Holder receives full payment pursuant to this Section 3.00(b). No such rescission or annulment shall
affect any subsequent event of default or impair any right consequent thereon. Nothing herein shall limit the Holder’s right to
pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon
conversion of the Note as required pursuant to the terms hereof.


 


Section
4.00 Representations and Warranties of Holder.


 


Holder
hereby represents and warrants to the Company that:


 


(a)
Holder is an “accredited investor,” as such term is defined in Regulation D of the 1933 Act, and will acquire this Note and
the Underlying Shares (collectively, the “Securities”) for its own account and not with a view to a sale or distribution
thereof as that term is used in Section 2(a)(11) of the 1933 Act, in a manner which would require registration under the 1933 Act or
any state securities laws. Holder has such knowledge and experience in financial and business matters that such Holder is capable of
evaluating the merits and risks of the Securities. Holder can bear the economic risk of the Securities, has knowledge and experience
in financial business matters and is capable of bearing and managing the risk of investment in the Securities. Holder recognizes that
the Securities have not been registered under the 1933 Act, nor under the securities laws of any state and, therefore, cannot be resold
unless the resale of the Securities is registered under the 1933 Act or unless an exemption from registration is available. Holder has
carefully considered and has, to the extent Holder believes such discussion necessary, discussed with its professional, legal, tax and
financial advisors, the suitability of an investment in the Securities for its particular tax and financial situation and its advisers,
if such advisors were deemed necessary, and has determined that the Securities are a suitable investment for it. Holder has not been
offered the Securities by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices
or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar
or meeting where, to Holders’ knowledge, those individuals that have attended have been invited by any such or similar means of
general solicitation or advertising. Holder has had an opportunity to ask questions of and receive satisfactory answers from the Company,
or any person or persons acting on behalf of the Company, concerning the terms and conditions of the Securities and the Company, and
all such questions have been answered to the full satisfaction of Holder. The Company has not supplied Holder any information regarding
the Securities or an investment in the Securities other than as contained in this Agreement, and Holder is relying on its own investigation
and evaluation of the Company and the Securities and not on any other information.


 




    	 



     


    

 


(b)
The Holder is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its incorporation
and has all requisite corporate power and authority to carry on its business as now conducted. The Holder is duly qualified to transact
business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its
business or properties.


 


(c)
All limited liability company action has been taken on the part of the Holder, its officers, directors, managers and members necessary
for the authorization, execution and delivery of this Note. The Holder has taken all limited liability company action required to make
all of the obligations of the Holder reflected in the provisions of this Note, valid and enforceable obligations.


 


(d)
Each certificate or instrument representing Securities will be endorsed with the following legend (or a substantially similar legend),
unless or until registered under the 1933 Act or exempt from registration:


 


THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE
TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER
OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS
EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.


 


Section
5.00 Representations, Warranties and Amendments.


 


The
Company, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows:


 


(a)
The Company has full power and authority to enter into this Note and to incur and perform all obligations and covenants contained herein,
all of which have been duly authorized by all proper and necessary action. No consent, approval, filing or registration with or notice
to any governmental authority is required as a condition to the validity of this Note or the performance of any of the obligations of
the Company hereunder.


 




    	 



     


    

 


(b)
All understandings, representations, warranties and recitals contained or expressed in this Note are true, accurate, complete, and correct
in all respects. The Company acknowledges and agrees that Holder has been induced in part to enter into this Note based upon Holder’s
justifiable reliance on the truth, accuracy, and completeness of all understandings, representations, warranties, and recitals contained
in the Note.


 


(c)
No officer or director of the Company would be disqualified under Rule 506(d) of the 1933 Act, on the basis of being a “bad actor”
as that term is established in the September 13, 2013 Small Entity Compliance Guide published by the SEC.


 


(d)
The Company hereby acknowledges that it has freely and voluntarily entered into the Note after an adequate opportunity and sufficient
period of time to review, analyze, and discuss (i) all terms and conditions of this the Note, (ii) any and all other documents executed
and delivered in connection with the transactions contemplated by the Note, and (iii) all factual and legal matters relevant to the Note
and/or any and all such other documents, with counsel freely and independently selected by the Company (or had the opportunity to be
represented by counsel). The Company further acknowledges and agrees that it has actively and with full understanding participated in
the negotiation of the Note and all other documents executed and delivered in connection with the Note after consultation and review
with its counsel (or had the opportunity to be represented by counsel), that all of the terms and conditions of the Note and the other
documents executed and delivered in connection with the Note have been negotiated at arm’s-length, and that the Note and all such
other documents have been negotiated, prepared, and executed without fraud, duress, undue influence, or coercion of any kind or nature
whatsoever having been exerted by or imposed upon any party by any other party. No provision of the Note or such other documents shall
be construed against or interpreted to the disadvantage of any party by any court or other governmental or judicial authority by reason
of such party having or being deemed to have structured, dictated, or drafted such provision.


 


Section
6.00 General.


 


(a)
Payment of Expenses. The Company agrees to pay all reasonable charges and expenses, including attorneys’ fees and expenses,
which may be incurred by the Holder in successfully enforcing this Note and/or collecting any amount due under this Note.


 


(b)
Assignment, Etc. The Holder may assign or transfer this Note to any transferee at its sole discretion. This Note shall be binding
upon the Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.


 


(c)
Amendments. This Note may not be modified or amended, or any of the provisions of this Note waived, except by written agreement
of the Company and the Holder.


 


(d)
Funding Window. The Company agrees that it will not enter into a convertible debt financing transaction, including 3(a)(9) and
3(a)(10) transactions, with any party other than the Holder for a period of 45 Trading Days following the Effective Date. The Company
agrees that this is a material term of this Note and any breach of this will result in a default of the Note.


 




    	 



     


    

 


(e)
Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Company or any of its subsidiaries of
any convertible debt security (whether such debt begins with a convertible feature or such feature is added at a later date) with any
term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided
to the Holder in this Note, then the Company shall notify the Holder of such additional or more favorable term and such term, at the
Holder’s option, shall become a part of this Note and its supporting documentation.. The types of terms contained in the other
security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts,
terms addressing maturity, conversion look back periods, interest rates, original issue discount percentages and warrant coverage.


 


(f)
Governing Law; Jurisdiction.


 


(i)
Governing Law. This Note will be governed by, and construed and interpreted in accordance with, the laws of the state of Florida
without regard to any conflicts of laws or provisions thereof that would otherwise require the application of the law of any other jurisdiction.


 


(ii)
Jurisdiction and Venue. Any dispute, claim, suit, action or other legal proceeding arising out of or relating to this Note or the
rights and obligations of each of the parties shall be brought only in the state courts of Florida or in the federal courts of the United
States of America located in Miami-Dade County, Florida.


 


(iii)
No Jury Trial. The Company hereto knowingly and voluntarily waives any and all rights it may have to a trial by jury with respect
to any litigation based on, or arising out of, under, or in connection with, this Note.


 


(iv)
Delivery of Process by the Holder to the Company. In the event of an action or proceeding by the Holder against the Company, and
only by the Holder against the Company, service of copies of summons and/or complaint and/or any other process that may be served in
any such action or proceeding may be made by the Holder via U.S. Mail, overnight delivery service such as FedEx or UPS, email, fax, or
process server, or by mailing or otherwise delivering a copy of such process to the Company at its last known attorney as set forth in
its most recent SEC filing.


 


(v)
Notices. Any notice required or permitted hereunder (including Conversion Notices) must be in writing and either personally served,
sent by facsimile or email transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission
if by facsimile or email, and if by overnight courier the business day after such notice is deposited with the courier service for delivery


 


(g)
Counterparts. The Note may be executed in any number of counterparts with the same effect as if all signing parties had signed
the same document. All counterparts shall be construed together and constitute the same instrument. The exchange of copies of the Note
and of signature pages by facsimile transmission or other electronic transmission (including email) shall constitute effective execution
and delivery of the Note as to the parties and may be used in lieu of the original Note for all purposes. Signatures of the parties transmitted
by facsimile transmission or other electronic transmission (including email) shall be deemed to be their original signatures for all
purposes.


 




    	 



     


    

 


(h)
Usury. If it shall be found that any interest or other amount deemed interest due hereunder violates any applicable law governing
usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under
applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of
any law that would prohibit or forgive the Company from paying all or a portion of the principal, fees, liquidated damages or interest
on this Note.


 


(i)
Securities Laws Disclosure; Publicity. The Company shall (a) by 9:30 a.m. Eastern Time on the Trading Day immediately following
the Date of Execution, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current
Report on Form 8-K, including a copy of this Note as an exhibit thereto, with the SEC within the time required by the 1934 Act. From
and after the filing of such press release, the Company represents to the Holder that it shall have publicly disclosed all material,
non-public information delivered to the Holder by the Company, or any of its officers, directors, employees, or agents in connection
with the transactions contemplated by this Note. The Company and the Holder shall consult with each other in issuing any other press
releases with respect to the transactions contemplated hereby, and neither the Company nor the Holder shall issue any such press release
nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of the Holder,
or without the prior consent of the Holder, with respect to any press release of the Company, none of which consents shall be unreasonably
withheld, delayed, denied, or conditioned except if such disclosure is required by law, in which case the disclosing party shall promptly
provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall
not publicly disclose the name of the Holder, or include the name of the Holder in any filing with the SEC or any regulatory agency or
Principal Market, without the prior written consent of the Holder, except to the extent such disclosure is required by law or Principal
Market regulations, in which case the Company shall provide the Holder with prior notice of such disclosure permitted hereunder.


 


The
Company agrees that this is a material term of this Note and any breach of this Section 6.00(i) will result in a default of the Note.


 


(j)
Attempted Below-par Issuance. In the event that the Holder delivers a Conversion Notice to the Company and, if as of such date,
(i) the Conversion Price would be less than par value of the Company’s Common Stock and (ii) within three business days of the
delivery of the Conversion Notice, the Company shall not have reduced its par value such that all of the requested conversion transaction
may then be accomplished, then the Company and the Holder shall utilize the following conversion protocol for Par Value Adjustment. The
Holder shall transmit to the Company: (X) a “preliminary” Conversion Notice for the full number of shares of Common Stock
that would be issued at the Conversion Price without regard to any below-par value conversion issues; followed by (Y) a “par value”
Conversion Notice for the number of shares of Common Stock with the Conversion Price increased from the “preliminary” Conversion
Price to a Conversion Price at par value; and, finally, (Z) a “liquidated damages” Conversion Notice for that number of shares
of Common Stock that represents the difference between the “preliminary” Conversion Notice full number of shares and the
“par value” Conversion Notice limited number of shares. The Conversion Price of such “liquidated damages Common Shares”
would be the par value of the Common Stock. Accordingly, through this protocol, the Company would issue, in two transactions, an amount
of shares of its Common Stock equivalent to the full number of shares of Common Stock that would have been issued in accordance with
the “preliminary” Conversion Notice without regard to any below-par value conversion issues. In the event that the Holder
is precluded from exercising any or all of its conversion rights hereunder as a result of a proposed “below par” conversion,
the Company agrees that, in lieu of actual damages for such failure, liquidated damages may be assessed and recovered by the Holder without
being required to present any evidence of the amount or character of actual damages sustained by reason thereof. The amount of such liquidated
damages shall be an amount equivalent to the trading price utilized in the “preliminary” Conversion Notice multiplied by
the number of shares calculated on the “liquidated damages” Conversion Notice. Such amount shall be assessed and become immediately
due and payable to the Holder (at its election) in the form of a (i) cash payment, (ii) an addition to the Principal Sum of this Note,
or (iii) the immediate issuance of that number of shares of Common Stock as calculated on the “liquidated damages” Conversion
Notice. Such liquidated damages are intended to represent estimated actual damages and are not intended to be a penalty, but, by virtue
of their genesis and subject to the election of the Holder (as set forth in the immediately preceding sentence), will be automatically
added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144, as the Company’s failure to
maintain the par value of its Common Stock at an amount that would not result in a “below par” conversion failure is equivalent
to a default as of the Issuance Date of the Note.


 




    	 



     


    

 


(k)
Right of First Refusal. From and after the date of this Note and at all times hereafter while the Note is outstanding, the Parties
agree that, in the event that the Company receives any written or oral proposal (the “Proposal”) containing one or
more offers to provide additional capital or equity or debt financing (the “Financing Amount”), the Company agrees
that it shall provide a copy of all documents received relating to the Proposal together with a complete and accurate description of
the Proposal to the Holder and all amendments, revisions, and supplements thereto (the “Proposal Documents”) no later
than 3 business days from the receipt of the Proposal Documents. Following receipt of the Proposal Documents from the Company, the Holder
shall have the right (the “Right of First Refusal”), but not the obligation, for a period of 5 business days thereafter
(the “Exercise Period”), to invest, at similar or better terms to the Company, an amount equal to or greater than
the Financing Amount, upon written notice to the Company that the Holder is exercising the Right of First Refusal provided hereby. In
furtherance of the Right of First Refusal, the Company agrees that it will cooperate and assist the Holder in conducting a due diligence
investigation of the Company and its corporate and financial affairs and promptly provide the Holder with information and documents that
the Holder may reasonably request so as to allow the Holder to make an informed investment decision. However, the Company and the Holder
agree that the Holder shall have no more than 5 business days from and after the expiration of the Exercise Period to exercise its Right
of First Refusal hereunder. This Right of First Refusal shall extend to all purchases of debt held by, or assigned to or from, current
stockholders, vendors, or creditors, all transactions under Sections 3(a)(9) and/or 3(a)(10) or the 1933 Act, as amended, and all equity
line-of-credit transactions. In the event that the Company does enter into, or makes any issuance of Common Stock related to a 3(a)(9)
Transaction or a 3(a)(10) Transaction while this note is outstanding, without giving Right of First Refusal to the Holder, a liquidated
damages charge of 25% of the outstanding principal balance of this Note, but not less than $25,000, 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. Such liquidated
damages will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144.


 




    	 



     


    

 


IN
WITNESS WHEREOF, the Company has caused this Fixed Convertible Promissory Note to be duly executed on the day and in the year first
above written.


  


	 	 	TAURIGA
    SCIENCES, INC.
	 	 	 	 
	 	 	By:	                                         
	 	 	 	 
	 	 	Name:	Seth
    M. Shaw
	 	 	 	 
	 	 	Title:	CEO
	 	 	 	 
	 	 	Email:
    	sshaw@tauriga.com
	 	 	 	 
	 	 	Address:
    	4
    Nancy Court, Suite # 4 / Wappingers Falls, NY 12590


 


This
Fixed Convertible Promissory Note of April 5, 2021 is accepted this ___ day of , 2021 by


 


	TANGIERS
    GLOBAL, LLC	 	 
	 	 	 
	By:	     	 	 
	Name:	 	 	 
	Title:	Managing
    Member	 	 


 


 




    	 



     


    

 


EXHIBIT
A


 


FORM
OF CONVERSION NOTICE


 


(To
be executed by the Holder in order to convert all or part of that certain $525,000 Fixed Convertible Promissory Note identified as the
Note)


 


	DATE:	 	 
	FROM:	Tangiers
    Global, LLC	 


 


	 	Re:	$525,000
    Fixed Convertible Promissory Note (this “Note”) originally issued by Tauriga Sciences, Inc., a Florida corporation, to
    Tangiers Global, LLC on April 5, 2021.


 


The
undersigned, on behalf of Tangiers Global, LLC, hereby elects to convert $_______________________ of the aggregate outstanding
Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.00001 par value per share, of
Tauriga Sciences, Inc. (the “Company”), according to the conditions hereof, as of the date written below. If shares
are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto
and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will
be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof
that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted
Ownership Percentage” contained in this Note.


 


	Conversion
    information:	 	 
	 	 	Date
    to Effect Conversion
	 	 	 
	 	 	 
	 	 	Aggregate
    Principal Sum of Note Being Converted
	 	 	 
	 	 	 
	 	 	Aggregate
    Interest/Fees of Principal Amount Being Converted
	 	 	 
	 	 	 
	 	 	Remaining
    Principal Balance
	 	 	 
	 	 	 
	 	 	Number
    of Shares of Common Stock to  be  Issued
	 	 	 
	 	 	 
	 	 	Applicable
    Conversion Price
	 	 	 
	 	 	 
	 	 	Signature
	 	 	 
	 	 	 
	 	 	Name
	 	 	 
	 	 	 
	 	 	Address


 




    	 



     


    

 


EXHIBIT
B


 


WRITTEN
CONSENT OF THE BOARD OF DIRECTORS OF


 


TAURIGA
SCIENCES, INC.


 


The
undersigned, being directors of Tauriga Sciences, Inc., a Florida corporation (the “Company”), acting pursuant to
the Bylaws of the Corporation, do hereby consent to, approve and adopt the following preamble and resolutions:


 


Convertible
Note with Tangiers Global, LLC


 


The
board of directors of the Company has reviewed and authorized the following documents relating to the issuance of a Fixed Convertible
Promissory Note in the amount of $525,000 with Tangiers Global, LLC.


 


The
documents agreed to and dated April 5, 2021 are as follows:


 


8%
Fixed Convertible Promissory Note of Tauriga Sciences, Inc.


Irrevocable
Transfer Agent Instructions


Certificate
of Corporate Secretary


Disbursement
Instructions


Schedule
1 – Use of Proceeds


 


The
board of directors further agree to authorize and approve the issuance of shares to the Holder at Conversion prices that are below the
Company’s then current par value.


 


IN
WITNESS WHEREOF, the undersign member(s) of the board of the Company executed this unanimous written consent as of April 5, 2021.


 


	 	 
	By:	Seth
    M. Shaw	 
	Its:
    	CEO	 


 




    	 



     


    

 


EXHIBIT
C


 


CERTIFICATE
OF CORPORATE SECRETARY OF


 


TAURIGA
SCIENCES, INC.


 


(Two
Pages)


 


The
undersigned, Kevin Lacey is the duly elected Corporate Secretary of Tauriga Sciences, Inc., a Florida corporation
(the “Company”).


 


I
hereby warrant and represent that I have undertaken a complete and thorough review of the Company’s corporate and financial books
and records, including, but not limited to, the Company’s records relating to the following:


 


	 	(A)	 The
    issuance of that certain convertible promissory note dated April 5, 2021 (the “Note Issuance Date”) issued to
    Tangiers Global, LLC (the “Holder”) in the stated original principal amount of $525,000 (the “Note”);
	 	 	 
	 	(B)	The
    Company’s Board of Directors duly approved the issuance of the Note to the Holder;
	 	 	 
	 	(C)	The
    Company has not received and does not contemplate receiving any new consideration from any persons in connection with any later conversion
    of the Note and the issuance of the Company’s Common Stock upon any said conversion;
	 	 	 
	 	(D)	To
    my best knowledge and after completing the aforementioned review of the Company’s stockholder and corporate records, I am able
    to certify that the Holder (and the persons affiliated with the Holder) are not officers, directors, or directly or indirectly, ten
    percent (10.00%) or more stockholders of the Company and none of said persons has had any such status in the one hundred (100) days
    immediately preceding the date of this Certificate;
	 	 	 
	 	(E)	The
    Company’s Board of Directors have approved duly adopted resolutions approving the Irrevocable Instructions to the Company’s
    Stock Transfer Agent dated April 5, 2021;
	 	 	 
	 	(F)	Mark
    the appropriate selection:
	 	 	 
	 	 	_X__
    The Company represents that it is not a “shell company,” as that term is defined in Section 12b-2 of the Securities Exchange
    Act of 1934, as amended, and has never been a shell company, as so defined; or
	 	 	 
	 	 	___
    The Company represents that (i) it was a “shell company,” as that term is defined in Section 12b-2 of the Securities
    Exchange Act of 1934, as amended, (ii)  since ______, 201__, it has no longer been a shell company, as so defined, and
    (iii) on _______, 201__, it provided Form 10-type information in a filing with the United States Securities and Exchange Commission.
	 	 	 
	 	(G)	I
    understand the constraints imposed under Rule 144 on those persons who are or may be deemed to be “affiliates,” as that
    term is defined in Rule 144(a)(1) of the Securities Act of 1933, as amended.
	 	 	 
	 	(H)	I
    understand that all of the representations set forth in this Certificate will be relied upon by counsel to Tangiers Global, LLC in
    connection with the preparation of a legal opinion.


 




    	 



     


    

 


I
hereby affix my signature to this Certificate and hereby confirm the accuracy of the statements made herein.


 


	Signed:	 	 	Date:	04/05/2021
	 	 	 	 	 
	Name:	Kevin
    P. Lacey	 	Title:	CFO
    & Secreatary


 




    	 



     


    

 


EXHIBIT
D


 


	TO:	Tangiers
    Global, LLC
	FROM:	Tauriga
    Sciences, Inc.
	DATE:	April
    5, 2021
	RE:	Disbursement
    of Funds


 


Pursuant
to that certain Fixed Convertible Promissory Note between the parties listed above and dated April 5, 2021, a disbursement of funds will
take place in the amount and manner described below:


 


	Please
    disburse to:	 	 
	Amount
    to disburse:	 	$500,000
	Form
    of distribution	 	Wire
	Name	 	Tauriga
    Sciences, Inc.
	Company
    Address	 	4
                                            Nancy Court, Suite # 4

    Wappingers
Falls, NY 12590

     

	Wire
    Instructions:	 	Bank:
                                            TD Bank

    ABA
    Routing Number: 026013673

    Account
    Number: 4337426509

    SWIFT
    Code:

    Account
    Name: Tauriga Sciences Inc.

    Phone:
    (800) 751 9000



 


TOTAL:
$500,000


 


For:
Tauriga Sciences, Inc.


 


	By:	 	 	Dated:  April
    5, 2021
	Name:	Seth
    M. Shaw	 	 
	Its:
    	CEO	 	 


 




    	 



     


    

 


EXHIBIT
E


 


COMPANY
CAPITALIZATION TABLE AS OF APRIL 5, 2021


 


COMMON
STOCK AND COMMON STOCK EQUIVALENTS


ISSUED,
OUTSTANDING AND RESERVED


 


	DESCRIPTION	 	AMOUNT	 
	Authorized Common Stock	 	 	400,000,000	 
	Authorized Capital Stock	 	 	N/A	 
	Authorized Common Stock	 	 	400,000,000	 
	Issued Common Stock	 	 	259,784,432	 
	Outstanding Common Stock	 	 	259,784,432	 
	Treasury Stock	 	 	 N/A	 
	*Authorized, but unissued	 	 	140,215568	 
	 	 	 	 	 
	Authorized Preferred Stock	 	 	 N/A	 
	Issued Preferred Stock	 	 	 N/A	 
	 	 	 	 	 
	Reserved for Equity Incentive Plans	 	 	 N/A	 
	Reserved for Convertible Debt	 	 	N/A	 
	Reserved for Options and Warrants	 	 	0	 
	Reserved for Other Purposes	 	 	50,000,000	 
	 	 	 	 	 
	TOTAL COMMON STOCK AND COMMON 
STOCK EQUIVALENTS OUTSTANDING	 	 	259,784,432	 



 


 


*
This number includes all shares reserved for Convertible Debt


 


Note:
If not applicable, enter “n/a” or “zero” in Column 2.


 




    	 



     


    

 


CURRENT
DEBT AND LIABILITIES TABLE


 


CONVERTIBLE
PROMISSORY NOTE BALANCES AND PROMISSORY NOTE BALANCES


 


	DESCRIPTION	 	ISSUANCE DATE	 	AMOUNT	 
	Convertible Promissory Note	 	NONE	 	NONE	 
	 	 	 	 	 	 
	Promissory Note	 	 	 	 	 	 
	Inventory Factoring      Jefferson St.	 	October 6, 2020	 	$	116,789	 
	Inventory Factoring      Adar Alef	 	November 11, 2020	 	$	110,000	 
	 	 	 	 	 	 	 
	Other Debt and Liabilities	 	 	 	 	 	 
	Remainder of Auditor Invoice  FISC YEAR END	 	April 1, 2020	 	$	28,800	 
	Invoice for Tauri-Gum Manufacturer	 	April 1, 2020	 	$	101,500	 
	Clinical Trial, VALIDCARE, FDA Safety Study	 	April 1, 2020	 	$	120,000	 
	CSTI – Clinical Trial Design Work  PRE IND	 	April 1, 2020	 	$	25,000	 



 


Note:
If not applicable, enter “n/a” or “zero” in Column 2.


 


To
my best knowledge and after completing the aforementioned review of the Company’s stockholder and corporate records, I am able
to certify the accuracy of the statements made herein.


 


TAURIGA
SCIENCES, INC.


  


	By:	 	 	Dated:  April
    5, 2021
	Name:	Seth
    M. Shaw	 	 
	Title:  	CEO	 	 


 




    	 



     


    

 


SCHEDULE
1


 


USE
OF PROCEEDS


  


Pursuant
to that certain Fixed Convertible Promissory Note between the parties listed above and dated April 5, 2021, the Company covenants that
it will within, _________month(s) of the Effective Date of the Note, it shall use approximately $500,000 of the proceeds in the manner set forth
below (the “Use of Proceeds”):


 


Clinical
Trial Related - $145,000


 


 






 


Tauri-Gum
Manufacturing - $101,500


 


 






 


Legal
and Administrative - $80,000


 


 






  


 






 


TAURIGA
SCIENCES, INC.


 


	By:	 	 	Dated:  April
    5, 2021
	Name:	Seth
    M. Shaw	 	 
	Title:  	CEO