TAURIGA
SCIENCES INC. (OTCQB: TAUG)


555
Madison Avenue, 5” Floor


New
York, NY 10022


Attn:
Seth M. Shaw, Chief Executive Officer


SUB-AGREEMENT
FOR NEELIMA LEKKALA {Pursuant to April 30, 2019


Distribution
Agreement Entered into Between Tauriga Sciences Inc.& Sai Krishna LLC}


Ms.
Neelima Lekalla 27 Wingate Dfive


Livingston,
NJ 07039 SS # XXX-XX-4076


May
11, 2019


 


This
(this “Agreement”), dated as of May 11, 2019 (the “Effective Date”), by and between Tauriga Sciences Inc.
(“TAUG”), located in New York, NY 10022 (the “Company”), and Ms. Neelima Lekkala (“Ms. Lekkala”)
located in Livingston, NJ 07039 is a sub-agreement — Pursuant to Section IV, Item #
1 (page #4), of the effective April 30, 2019 effective date Distribution Agreement — referenced above - entered into between
Tauriga Sciences Inc. and Sai Krishna LLC.


 


1.
Term.


 


(a)
This Agreement shall continue for a period of twelve (12) months from the Effective Date (or May 11, 2020). The is agreement may
be extended, at that time, based on mutual consent and agreement.


 


2.
Position and Responsibilities


 


(a)
Position. Company hereby retains Ms. Lekkala to assume the position of Vice President of Distribution & Marketing. This appointment
shall be deemed a non-affilate position and shall not carry any type of fiduciary liability (as assumed by Officers and Directors).


 


(b)
Activities. Ms. Lekkala shall focus her efforts on the expansion of Tauri-Gum as well as revenue growth, acquisition of new customers,
establishment of professional marketing materials & protocols, logistics improvement(s), and fulfillment services


 


(c)
No Conflict. Except as set forth in Section 2(b), Vice President (“VP”) will not engage in any activity that creates
an actual conflict of interest with Company, regardless of whether such activity is prohibited by Company’s conflict of
interest guidelines or this Agreement, and VP agrees to notify the Board of Directors before engaging in any activity that creates
a potential conflict of interest with Company. Specifically and except as set forth in Section 2(b) of this Agreement, VP shall
not engage in any activity that is in direct competition with the Company or serve in any capacity (including, but not limited
to, as a consultant, advisor or Board Member) in any company or entity that competes directly with the Company, as reasonably
determined by a majority of Company’s disinterested board members, without the approval of the Board of Directors Members.


 




    	 



    	 	 	 



    

 


3.
Compensation and Benefits.


 


	 	(a)	Vice
    Presidents Fee. Set Forth in Section IV, Item # 1, of the above-referenced April 30, Distribution
    Agreement — Please see below:


 


“1.
Retention of Neelima Lekkala as Vice President of Distribution and Marketing. In consideration for the inherent
market leverage afforded by SKL’s extensive existing relationships with dozens of spirits stores, convenient stores, pharmacies,
wholesalers, etc. in the NJ and Northeast Region USA Markets, Tauriga has agreed to assist SKL’s effort — with the
hiring of Neelima Lekkala (“Mrs. Lekkala”) as Vice President (“VP”) of Distribution and Marketing. There
will be a separate agreement provided to Mrs. Lekkala formalize this arrangement. Her Compensation will be: 250,000 shares of
TAUG (fully earned and vested upon execution of her SPECIFIC agreement — which is, of course, separate from this one), 30%
commission (this can be requested by Ms. Lekkala in terms of either all cash, all stock, or a combination of both) of the total
gross sales that Mrs. Lekkala generates (through the sale of Tauri-Gum product line), and she is entitled to cash reimbursement
from the Company (once invoiced) for activities directly relating to the sale of Tauri-Gum.”


 


(b)
CASH COMPONENT: The Company reserves the right to pay VP some cash payment(s) from time to time, on a “per invoice basis”
— based on mutual agreement.


 


(c)
Expenses. The Company shall reimburse VP for all reasonable business expenses incurred in the performance of his duties hereunder
in accordance with Company’s expense reimbursement guidelines. INVOICE REQUIRED


 


(d)
Indemnification. Company will indemnify and defend VP against any liability incurred in the performance of the Services to the
fullest extent authorized in Company’s Certificate of Incorporation, as amended, bylaws, amended, and applicable law


 


4.
ALL OTHER MATERIAL TERMS & CONDITIONS


 


Reverts
to terms and conditions of above-referenced April 30, 2019 Agreement


 


5.
Date of Agreement. The parties have duly executed this Agreement as of the date first written above: May 11, 2019 EFFECTIVE DATE


 


	 	By:	x        
	 	Vice
    President — Distribution and Marketing
	 	Ms.
    Neelima Lekkala
	 	 
	 	Bv:	x
	 	Tauriga
    Sciences Inc
	 	CEO
Mr Seth M Shaw