Exhibit
10.4


 


Note:
March 23, 2020


 


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.


 


5%
FIXED CONVERTIBLE PROMISSORY NOTE


 


OF


 


TAURIGA
SCIENCES, INC.


 


Issuance
Date: March 23, 2020


Principal Sum: $43,050


 


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 5% Fixed Convertible
Promissory Note due September 23, 2020 (“Maturity Date”) in the face amount of $43,050 (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 $43,050 (the “Principal Sum”) and to pay “guaranteed”
interest on the principal balance hereof at an amount equivalent to 5% 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 $41,000 shall be remitted and delivered to the Company, and $2,050 shall be retained by the Holder
through an original issue discount (the “OID”) for due diligence and legal bills related to this transaction.
The Company covenants that within One month of the Effective Date of the Note, it shall utilize approximately $41,000
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 15%
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.


 


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 $.03 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
    30	 	110%
    of Principal Amount so paid
	31-60	 	115%
    of Principal Amount so paid
	61-90	 	120%
    of Principal Amount so paid
	91-180	 	133%
    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”. The Conversion Price shall be equitably adjusted in the
event of a forward split, stock dividend, or the like, but shall not be adjusted in the event of a reverse split, recombination,
or the like.


 


(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) 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, five times 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), under the formula in Section 3.00(c)
below, 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 5.00(j); (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 the Securities Exchange Act of 1934, as amended (the “1934 Act”)
and the rules and guidelines issued by OTC Markets News Service, OTC Markets Group, Inc. 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) failure by the Company to maintain
the Required Reserve in accordance with the terms of Section 2.00(e); (xiii) failure of Company’s Common Stock to
maintain a closing bid price in its Principal Market for more than 3 consecutive Trading Days; (xiv) any delisting from a
Principal Market for any reason; (xv) failure by Company to pay any of its transfer agent fees in excess of $2,000 or to
maintain a transfer agent of record; (xvi) failure by Company to notify Holder of a change in transfer agent within 24 hours
of such change; (xvii) any trading suspension imposed by the United States Securities and Exchange Commission (the
“SEC”) under Sections 12(j) or 12(k) of the 1934 Act; (xviii) 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 requirements as a fully- reporting issuer registered with the SEC, requirements for XBRL
filings, and requirements for disclosure of financial statements on its website; or (xix) 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.


 




    	 	 	 



    	 



    

 


(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 33% 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 15% 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.


 


(c) Variable
Conversion Price. If the Note is not retired on or before the Maturity Date, then at any time and from time to time after
the Maturity Date, and subject to the terms hereof and restrictions and limitations contained herein, the Holder shall have the
right, at the Holder’s sole option, to convert in whole or in part the outstanding and unpaid Principal Amount under this
Note into shares of Common Stock at the Variable Conversion Price. The “Variable Conversion Price”
(together with the Fixed Conversion Price, the “Conversion Price”) shall be equal to the lower of: (a)
the Fixed Conversion Price or (b) 65% of the lowest volume weighted average price of the Company’s Common Stock during the
20 consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Note. For the purpose of calculating
the Variable Conversion Price only, any time after 4:00 pm Eastern Time (the closing time of the Principal Market) shall be considered
to be the beginning of the next Business Day. If the Company is placed on “chilled” status with the DTC, the discount
shall be increased by 10%, i.e., from 35% to 45%, until such chill is remedied. If the Company is not DWAC eligible
through their transfer agent and DTC’s FAST system, the discount will be increased by 5%, i.e., from 35% to
40%. In the case of both, the discount shall be a cumulative increase of 15%, i.e., from 35% to 50%.


 




    	 	 	 



    	 



    

 


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 Securities Act of 1933, as amended (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	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 15 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) Piggyback
Registration Rights. The Company shall include on the next registration statement that the Company files with the SEC (or
on the subsequent registration statement if such registration statement is withdrawn) all shares issuable upon conversion of this
Note. Failure to do so will result in liquidated damages of 30% of the outstanding Principal Sum of this Note, but not less than
$20,000, being immediately due and payable to the Holder at its election in the form of a cash payment or an addition to the Principal
Sum of this Note.


 


(f) 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.


 


 (g) Governing Law; Jurisdiction.




 


(i) Governing
Law. This Note will be governed by, and construed and interpreted in accordance with, the laws of the Commonwealth of Puerto
Rico 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 San Juan, Puerto Rico or in the federal courts of the United
States of America located in San Juan, Puerto Rico.


 




    	 	 	 



    	 



    

 


(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.


 


(h) No
Bad Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act of 1933, as
amended, 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.


 


(i) 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.


 


(j) 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, 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 5.00(j) will result in a default of the
Note.


 


(k) 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.


 


[Signature
Page to Follow.]


 




    	 	 	 



    	 



    

 


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: 	/s/
    Seth M. Shaw
	 	Name: 	Seth M. Shaw
	 	Title:	Chief
Executive Officer
	 	Email: 	sshaw@tauriga.com
	 	Address: 	555 Madison Ave,
    5th Floor / NY, NY 10022


 


This
Fixed Convertible Promissory Note of March 23, 2020 is accepted this 23  day of March, 2020 by


 


	TANGIERS
    GLOBAL, LLC	 
	 	 	 
	By:	/s/
    Michael Sobeck	 
	Name:	Michael
    Sobeck	 
	Title: 	Managing Member