8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

January 16, 2015

Commission File #: 000-53723

TAURIGA SCIENCES, INC.

(Exact name of registrant as specified in its charter)

Florida

(State or other jurisdiction of incorporation)

30-0791746

(IRS Employer Identification Number)

39 Old Ridgebury Road

Danbury, Connecticut 06180

(Address of principal US executive offices)

Tel: (858) 353-5749

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 1.01 Entry into a Material Definitive Agreement

On January 16, 2015, Tauriga Sciences, Inc., a Florida corporation (the “Company”) and Typenex Co-Investment, LLC, a Utah limited liability company (“Typenex”), entered into a Settlement Agreement (the “Settlement Agreement”). The Settlement Agreement was entered into between the Company and Typenex to settle litigation between the parties previously disclosed in the Company’s Quarterly Report on Form 10-Q filed on November 19, 2014 regarding 70,080,714 shares (the “Previous Shares”) of the Company’s common stock, par value $0.001 (“Common Stock”), Typenex believed it was due under a purported warrant (the “Warrant”) issued in connection and arising from a convertible promissory note issued by the Company to Typenex on June 24, 2013. Pursuant to the Settlement Agreement, the Previous Shares are cancelled in their entirety.

Pursuant to the Settlement Agreement and simultaneously with the execution of the Settlement Agreement, the Company and Typenex entered into a Securities Purchase Agreement (“Purchase Agreement”) whereby Typenex agreed to purchase an aggregate of $300,000 shares of the Company’s Common Stock in three separate but related $100,000 tranches. The purchase price for each share, which will be adjusted for each tranche, will be 150% of the five day closing sales price of the Common Stock for the five trading days immediately preceding each tranche. All such shares are “restricted securities” as such term is defined by the Securities Act of 1933, as amended (the “Securities Act”) and are issued pursuant to an exemption under Section 4(2) of the Securities Act.

The first tranche occurred on January 20, 2014 at a per share price of $0.02337 for an aggregate of 4,278,990 shares of Common Stock. The second $100,000 tranche will be purchased three trading days after Typenex has received an aggregate of $200,000 in net sales proceeds (as defined in the Settlement Agreement) from the sale of the Warrant shares, as described below. The second $100,000 tranche will be purchased three trading days after Typenex has received an aggregate of $400,000 in net sales proceeds from the sale of the Warrant shares. The second and third tranches are to occur no later than six months and one year, respectively, from the date of the Settlement Agreement provided the following conditions occur: (a) five percent (5%) of the cumulative daily dollar trading volume of the Common Stock for each applicable six month period (counting only days in which Warrant shares are in Typenex’s brokerage account and cleared for trading) shall be greater than or equal to $200,000; (b) the Company has committed no material default under the Settlement Agreement; and (c) no Warrant share delivery delays shall have occurred.

Additionally, pursuant to the Settlement Agreement, the Company agreed to issue to Typenex 10,000,000 shares of its Common Stock pursuant to the Warrant within three trading days of notice by Typenex. The Company received such notice on January 22, 2015. Additionally, in the event Typenex receives net sales proceeds that are less than $600,000 (the “Proceeds Threshold”), Typenex will be entitled to exercise additional shares of Common Stock under the Warrant. If due, each additional tranche will be provided to Typenex in tranches of the greater of (i) 10,000,000 shares or (ii) the number of shares valued at $100,000 on the notice date based on the closing price of the Common Stock on the day previous to the notice. All such shares issued under the Warrant will be issued without restrictive legend pursuant to Rule 144 of the Securities Act.

The Company shall not owe Typenex any additional tranches unless and until the market value of any previous issuance of Warrant shares is less than or equal to $30,000. The Company, at is option, has the right to pay in cash the difference between $600,000 and the total net sales proceeds received by Typenex as of the date of repayment. If the Company elects this option, the remaining tranches under the Purchase Agreement will be triggered and owed by Typenex to the Company. Typenex will not be entitled to receive any proceeds from the Warrant shares that exceed the Proceeds Threshold.

Under either the Settlement Agreement or the Purchase Agreement, the Company and Typenex agreed that the Company would not issue shares of Common Stock which would cause Typenex’s beneficial ownership to exceed 9.99% of the Company’s then total number of shares outstanding. Additionally, Typenex agreed that during any calendar week it would not sell more Warrants shares than the greater of (i) 10% of the weekly trading volume of the Common Stock as reported on Bloomberg, L.P. or (ii) the Warrants shares with an aggregate market value of $15,000. The Company agreed to reserve 50,000,000 shares of its Common Stock with its transfer agent for the issuance of the Warrant shares. In the event no shares remain in the reserve and Warrant shares are still due to Typenex, the Company will reserve an amount of shares equal to 150% of number of Warrant shares then required.

The Company also agreed that if at any time it has less than 25,000,000 shares of authorized but unissued shares, it will call a meeting of its stockholders to increase the number of authorized shares of Common Stock.

Upon execution of the Settlement Agreement, both parties released all claims each may have against the other relating to any other agreements to which both may be party except for any disputes that may arise under the Settlement Agreement, Purchase Agreement and the documents ancillary to both.

The foregoing descriptions of the Settlement Agreement and the Purchase Agreement by the Company do not purport to be complete and are qualified in their entirety by reference to the full text of the Settlement Agreement (including the exhibits thereto) and Purchase Agreement which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

Reference is made to the disclosure under Item 1.01 of this Current Report on Form 8-K, which is incorporated in this Item 3.02 by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Hsu Appointment

On January 16, 2015, Hingge Hsu, M.D., M.B.A. was appointed as a member of the Board of Directors (the “Board”) of the Company. Dr. Hsu was not appointed to serve as member of any of the committees of the Board at this time.

Dr. Hingge Hsu was a Partner at Fidelity Biosciences from 2009 until 2014 and was on the core healthcare investment team for Fidelity Growth Partners Asia. He was previously a Managing Director at Lehman Brothers in their Private Equity Group from 2001 until 2006, responsible for their principal investment activities in the private and public sectors of the healthcare industry. Dr. Hsu has structured and led numerous transactions in the life science sector, and he has been instrumental in building and growing his portfolio companies. Prior to his positions at Fidelity and Lehman, Dr. Hsu was a Partner at Schroder Ventures Life Sciences from 1998 to 2001 and directed their U.S. investment activities in the life sciences and therapeutics sectors. He received an MD degree from Yale University School of Medicine and was trained in internal medicine at Brigham and Women’s Hospital and Harvard Medical School. Dr. Hsu also received an MBA degree from Harvard Business School.

Family Relationships

There are no family relationships between any of the Company’s directors or officers and Dr. Hsu.

Related Party Transactions

There are no related party transactions with respect to Dr. Hsu reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.

Compensatory Arrangements

On January 16, 2015, Dr. Hsu was granted 1,000,000 shares of the Company’s Common Stock. Additionally, Dr. Hsu purchased 400,000 shares of Common Stock from the Company at a per share price of $0.0125 for an aggregate purchase price of $5,000. All such shares are “restricted securities” as such term is defined by the Securities Act of 1933, as amended. The Company has not entered into any other compensatory agreements or plan with Dr. Hsu.

Wolff Resignation

On January 21, 2015, Michael Wolff submitted his resignation as a member of the Board of the Company effective as of January 20, 2015. Mr. Wolff did not hold any positions on any committees of the Board at the time of his resignation. The resignation was not the result of any disagreements with the Company.

Item 7.01 Regulation FD Disclosure

On January 20, 2015, the Company issued a press release announcing the appointment of Dr. Hsu to the Board. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description of Exhibit
10.1*	Settlement Agreement, dated January 16, 2015
10.2*	Securities Purchase Agreement, dated January 16, 2015
99.1*	Press release issued on January 20, 2015

*filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	TAURIGA SCIENCES, INC
Date: January 23, 2015	By:	/s/ Stella M. Sung
		Stella M. Sung
		Chief Executive Officer

EX-10.1

SETTLEMENT AGREEMENT

This Settlement Agreement (this “Agreement”) is executed and entered into as of the 16^th day of January, 2015 by and between Tauriga Sciences, Inc., a Florida corporation (“Tauriga”) and Typenex Co-Investment, LLC, a Utah limited liability company, previously an Illinois company known as Typenex Co-Investment, LLC (“Typenex”).

RECITALS

A. Tauriga previously issued to Typenex a Warrant to Purchase Shares of Common Stock dated as of June 24, 2013 (the “Warrant”).

B. On July 16, 2014, Typenex delivered to Tauriga a Notice of Exercise of Warrant (the “Previous Exercise Notice”) notifying Tauriga of Typenex’s election to exercise its right set forth in the Warrant to receive 70,080,714 shares of Tauriga’s common stock, par value $0.00001 (the “Previous Exercise Shares”). Typenex subsequently delivered a copy of the Previous Exercise Notice to Tauriga’s transfer agent, ClearTrust, LLC (“ClearTrust”).

C. A dispute subsequently arose regarding the Warrant and Tauriga filed suit against Typenex and ClearTrust in the Thirteenth Judicial Circuit in and for Hillsbourgh County, Florida under Case No. 14-CA-009076 (the “Florida Litigation”). Currently, there is an injunction in place (the “Injunction”) and associated injunction bonds in the Florida Litigation (the “Bond”).

D. Prior to the Injunction in the Florida Litigation, ClearTrust released the Previous Exercise Shares to Typenex and generated a stock certificate evidencing the same (the “Certificate”). However, as a result of the Injunction, ClearTrust placed a stop order on the Previous Exercise Shares.

E. Post-Injunction in the Florida litigation, Typenex filed a new action in the United States District Court for the Northern District of Illinois, Eastern Division, under Case No. 1:14-cv-09072 (the “Chicago Litigation”). Currently, no response has been filed by Tauriga in the Chicago Litigation.

F. Instead of continuing to litigate their claims, the parties now desire to settle the Florida Litigation and the Chicago Litigation and related claims pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, the parties hereby represent, warrant and agree as follows:

1) Recitals. The Recitals set forth above are true and correct.

2) Securities Purchase Agreement. As a material part of this settlement, Tauriga and Typenex are entering into a Securities Purchase Agreement substantially in the form attached hereto as Exhibit A (the “Securities Purchase Agreement”), all parties hereto are entering into the Irrevocable Letter of Instructions to Transfer Agent substantially in the form attached hereto as Exhibit B (the “Transfer Agent Letter”), and the Company is simultaneously delivering a duly executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C (the “Secretary’s Certificate”) as well as a Share Issuance Resolution substantially in the form attached hereto as Exhibit D (the “Resolution,” and together with this Agreement, the Securities Purchase Agreement and the Secretary’s Certificate, and all other documents or agreements executed in connection therewith, the “Settlement Documents”). As between this Agreement and the Securities Purchase Agreement, this Agreement shall govern over any conflicting terms or requirements.

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A. Investment. Pursuant to the Securities Purchase Agreement, Typenex will purchase an aggregate of $300,000 of shares of common stock, par value $0.00001, of Tauriga (“Common Stock”), in three separate but related $100,000 tranches. The purchase price for each share, which shall be adjusted for each tranche, shall be 150% of the five day average closing sale price of the Common Stock for the five Trading Days (as defined below) immediately preceding each tranche purchase. The shares of Common Stock purchased under the Securities Purchase Agreement shall be delivered to Typenex as set forth therein.

i. Timing of the Purchases. The first $100,000 tranche will be paid and purchased pursuant to the Securities Purchase Agreement no later than the first Trading Day after the date of this Agreement (the “First Tranche Closing Deadline”). The second $100,000 tranche will be purchased pursuant to the Securities Purchase Agreement no later than three (3) Trading Days after Typenex has received an aggregate of $200,000 in Net Sales Proceeds from the sale of the Warrant Shares (as defined below) (the “Second Tranche Closing Deadline”). The third $100,000 tranche will be purchased pursuant to the Securities Purchase Agreement no later than three (3) Trading Days after Typenex has received an aggregate of $400,000 in Net Sale Proceeds from the sale of the Warrant Shares (the “Third Tranche Closing Deadline”). “Net Sales Proceeds” shall mean the proceeds received by or on behalf of Typenex from the sale (or transfer) of Warrant Shares less only transfer agent fees paid by Typenex (if any) and the selling commission and brokerage fees relating to the sale of such Warrant Shares. Within five days of the first sale of the Warrant Shares and continuing thereafter until all the Warrant Shares have been sold, Typenex shall provide Tauriga with “view-only” access to its applicable brokerage account to allow Tauriga to monitor the sale of the Warrant Shares. Notwithstanding any other provision contained in this Agreement or the Securities Purchase Agreement, Typenex shall no longer be obligated to purchase shares of Common Stock as provided in this paragraph or in the Securities Purchase Agreement if Tauriga has failed to perform in any material respect under any of the Settlement Documents. All shares of Common Stock purchased by Typenex pursuant to this paragraph 2 shall be referred to herein as the “Purchased Shares.” So long as the following conditions have been met, the Second Tranche Closing Deadline shall occur no later than six months from the date of this Agreement and the Third Tranche Closing Deadline shall occur no later than one year from the date of this Agreement: (a) five percent (5%) of the cumulative daily dollar trading volume of the Common Stock for each applicable six month period (counting only days in which Warrant Shares are in Typenex’s brokerage account and cleared for trading) shall be greater than or equal to $200,000; (b) Tauriga shall have committed no material default under this Agreement; and (c) no Warrant Share delivery delays shall have occurred.

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3) Issuance under the Warrant. No later than three (3) Trading Days after a completed and duly executed Notice of Exercise substantially in the form attached hereto as Exhibit E (the “Notice of Exercise”) is faxed, emailed or otherwise delivered to Tauriga by Typenex, Tauriga shall issue 10,000,000 shares of Common Stock without restrictive legend to Typenex, subject to other restrictions in this Agreement (the “Initial Issuance”). The securities required to be delivered under this entire paragraph 3 shall be referred to herein as the “Warrant Shares,” and together with the Purchased Shares, shall be collectively referred to herein as the “Settlement Shares”.

A. Additional Issuance. If the Net Sales Proceeds Typenex receives from the sale or transfer of all the Warrant Shares is less than $600,000, Tauriga shall, from time to time, issue additional shares of Common Stock without restrictive legend to Typenex no later than three (3) Trading Days after a completed and duly executed Notice of Exercise is faxed, emailed or otherwise delivered to Tauriga by Typenex (the “Notice Date”), so that the Net Sale Proceeds equal, but do not exceed, $600,000 (each, an “Additional Issuance”). If due, each Additional Issuance, subject to the restrictions below, shall be provided to Typenex in tranches of the greater of (i) 10,000,000 shares or (ii) the number of shares valued at $100,000 on the Notice Date, based on the last closing trade price for the Common Stock on the principal trading market for Tauriga’s securities on the Trading Day immediately before the Notice Date rounded to the nearest 500,000 share increment. Such computations shall be made in accordance with the terms and provisions of this Agreement and not in accordance with any provisions of the Terminated Agreements (as defined below) or any conflicting provision in the Warrant. No such Additional Issuance shall be due to Typenex from Taurgia unless and until the market value of the previous tranche of Warrant Shares is less than or equal to $30,000.00. Instead of the Additional Issuance, Tauriga, at its option, has the right to pay the difference between $600,000 and the total Net Sale Proceeds of all the Warrant Shares at any given time (an “Elective Cash Payment”); provided that Tauriga must make such Elective Cash Payment no later than five (5) Trading Days after providing Typenex with written notice of the same and that Tauriga may not make such payment with respect to Warrant Shares that have already been delivered. If Tauriga elects to make an Elective Cash Payment but fails make such payment by the applicable due date, then Tauriga shall lose the right to ever make an Elective Cash Payment in the future. Such payment shall be included in the calculation of Net Sale Proceeds, including, but not limited to, as it relates to the obligations of Typenex in Section 2.A. above.

B. Delivery of Warrant Shares. When delivering shares of Common Stock under this paragraph 3, Tauriga shall, by the applicable delivery deadline, and provided that the Common Stock is then DTC Eligible (as defined below), deliver or cause ClearTrust (or Tauriga’s then-current transfer agent if such is not ClearTrust) to deliver to Typenex or its broker (if designated by Typenex), via reputable overnight courier, a stock certificate, registered in the name of Typenex or its designee, representing DTC Eligible Common Stock equal to the applicable number of shares of Common Stock required to be delivered hereunder. If the Common Stock is not DTC Eligible at such time, such shall constitute a breach of this Agreement, and Tauriga shall instead, on or before the applicable delivery deadline, issue and deliver to Typenex or its broker (if designated by Typenex), via reputable overnight courier, a stock certificate, registered in the name of Typenex or its designee, representing the applicable number of shares of Common Stock required to be delivered hereunder. For the avoidance of doubt, Tauriga has not met its obligation to deliver the shares of Common Stock required to be delivered hereunder within the required timeframe unless Typenex or its broker, as applicable, has actually received the certificate representing the applicable shares of Common Stock no later than the close of business on the latest possible delivery date pursuant to the terms set forth above. If Tauriga fails to deliver Common Stock with respect to a Notice of Exercise as required under this Agreement, Typenex may send the applicable Notice of Exercise directly to ClearTrust for processing pursuant to the terms of the Transfer Agent Letter. For purposes of this Agreement: (i) “DTC” means the Depository Trust Company; (ii) “DTC Eligible” means, with respect to the Common Stock, that such Common Stock is eligible to be deposited in certificate form at the DTC, cleared and converted into electronic shares by the DTC and held in the name of the clearing firm servicing Typenex’s brokerage firm for the benefit of Typenex; and (iii) “Trading Day” means any day during which the principal trading market for Tauriga’s securities in the United States shall be open for business.

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C. Consideration; Holding Period; Full Exercise. Notwithstanding any other provision contained herein, the parties acknowledge and agree that all the Warrant Shares delivered under this paragraph 3 are being delivered either (i) under the Warrant as Previous Exercise Shares pursuant to the Previous Exercise Notice or (ii) under the Warrant pursuant to any future Notice of Exercise of Warrant, and that Typenex believes and asserts that Tauriga was unconditionally obligated to deliver the Previous Exercise Shares prior to entering into this Agreement and is obligated to deliver Warrant Shares under the Warrant pursuant to any future Notice of Exercise of Warrant, if applicable. The parties also acknowledge and agree that no additional cash or property has been or will be given for such Warrant Shares, and that it is the parties’ expectations that Typenex’s holding period for such Warrant Shares under Rule 144 will tack back to July 16, 2014, the date the Previous Exercise Notice was previously delivered to Tauriga. No party will take a position contrary to the immediately preceding sentence. The Warrant shall automatically be deemed exercised in full once Typenex has received an aggregate of $600,000 in Net Sale Proceeds from the sale of Warrant Shares received under this paragraph 3.

4) Restrictions. The Warrant Shares, purchase rights and obligations to provide Warrant Shares under this Agreement shall be subject to the following:

A. Market Sales. Typenex agrees that it will only sell the Warrant Shares over a national securities exchange or national quotation services (i.e., OTCQB), as applicable, or other public market; provided, however, that if the Common Stock is not publicly traded, Typenex shall be allowed to sell the Warrant Shares in a private transaction.

B. Maximum Net Sales Proceeds. Typenex shall not sell or transfer the Warrant Shares for total cumulative Net Sales Proceeds that exceed $600,000 (the “Proceeds Threshold”). In the event that the Proceeds Threshold is met, Typenex shall immediately cease selling or transferring the shares received under paragraph 3 and shall return any unsold or non-transferred shares within five (5) days of reaching the Proceeds Threshold without further consideration, notice or demand. Any Warrant Shares sold that result in Net Sales Proceeds in excess of the Proceeds Threshold shall be repurchased in an open market transaction by Typenex and returned to Tauriga as soon as reasonably practicable but in no event later than fourteen (14) days from the date of the repurchase. Additional Issuances shall be subject to the Proceeds Threshold such that the intent of the parties is that Typenex shall reach the Proceeds Threshold via Additional Issuances, but not exceed the Proceeds Threshold by over delivery under any Additional Issuances. Typenex’s obligations under this paragraph 4B constitute Tauriga’s sole and exclusive remedies in the event Typenex sells or transfers the Warrant Shares for total cumulative Net Sales Proceeds that exceed $600,000.

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C. Volume. In any calendar week, Typenex shall not sell (or transfer) more Warrant Shares than the greater of (i) 10% of the weekly trading volume of the Common Stock as reported on Bloomberg, L.P. (“Bloomberg”); or (ii) Warrant Shares with an aggregate market value of $15,000, with market value being determined by averaging the daily VWAP (as defined below) of the Common Stock for all Trading Days in the immediately preceding week. For purposes of this Agreement, “VWAP” means, for the Common Stock, the dollar volume-weighted average price for such security on the principal trading market for Tauriga’s securities in the United States during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in “OTC Pink” by Pink OTC Markets Inc. (formerly Pink Sheets LLC), and any successor thereto. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.

The foregoing restrictions in this paragraph 4 apply only (i) with respect to the Warrant Shares and (ii) if Tauriga has complied with all of its obligations under the Settlement Documents.

5) Late Delivery Fees. For each failure to deliver Settlement Shares within five (5) Trading Days of the delivery due date stated in this Agreement or in the Securities Purchase Agreement (such fifth day after such delivery due date shall be referred to herein as the “Late Fee Date”), late fees equal to the following amounts shall be assessed for each day beginning on the day following the Late Fee Date and ending on the date the applicable Settlement Shares are delivered: (a) $250 per day will be assessed for each of the first five (5) Trading Days following the Late Fee Date, and (b) $500 per day will be assessed for each day beginning with the eleventh (11^th) day following the Late Fee Date, and continuing until the date the applicable Settlement Shares are delivered. The parties acknowledge and agree that under the circumstances existing at the time this Agreement is entered into, such late fees are fair and reasonable liquidated damages and are not penalties. The liquidated damages provisions of this Agreement shall not limit or preclude a party from pursuing any other remedy available at law or in equity; provided, however, that the liquidated damages provided for in this Agreement are intended to be in lieu of actual damages. Furthermore, nothing contained in this paragraph shall be deemed to permit Tauriga to deliver any Settlement Shares after the actual delivery due date stated herein or in the Securities Purchase Agreement, any failure to deliver Settlement Shares by the delivery due date stated herein or in the Securities Purchase Agreement being an event of default hereunder and thereunder. However, in the event Typenex has materially breached any of its obligations under paragraph 2 of this Agreement, no late fees shall be due from Tauriga until Typenex has cured such breach in its entirety, at which such time the initial five (5) day delivery period shall begin and a Late Fee Date shall not occur until such period passes without delivery to the specific Settlement Shares by Tauriga to Typenex.

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6) Reserves.

A. Share Reserve. In order to allow for the purchase and delivery of all Settlement Shares pursuant to the terms hereof, Tauriga shall take all action necessary to reserve for the benefit of Typenex a number of authorized but unissued shares of Common Stock equal to 150% of the number of Settlement Shares required to be delivered under this Agreement (the “Share Reserve”). If at any time there are no shares of Common Stock remaining in the Share Reserve, Tauriga shall increase the Share Reserve to an amount equal to no less than 150% of the number of Settlement Shares that are still required to be delivered hereunder (calculated as of such date), and such increase shall occur within five (5) Trading Days of written notice by Typenex to Tauriga of such deficiency. If Tauriga does not have sufficient authorized and unissued shares of Common Stock available to increase the Share Reserve, it shall not be deemed a breach of this Agreement if Tauriga has complied with the remaining provisions of this paragraph 6.A. If at any time Tauriga has less than 25,000,000 shares of authorized, unissued and unreserved shares of Common Stock available to increase the Share Reserve, Tauriga shall call a special meeting of the stockholders as soon as practicable after such occurrence, but in no event later than thirty (30) calendar days after such occurrence, and hold such meeting as soon as practicable thereafter, but in no event later than ninety (90) calendar days after such occurrence, for the sole purpose of increasing the number of authorized shares of Common Stock. Tauriga’s management shall recommend to Tauriga’s stockholders to vote in favor of increasing the number of authorized shares of Common Stock. Management shall also vote all of its shares in favor of increasing the number of authorized shares of Common Stock. Tauriga shall use its best efforts to cause such additional shares of Common Stock to be authorized so as to comply with the requirements of this paragraph.

B. Transfer Agent Reserve. From and after the date hereof and until all of Tauriga’s obligations under the Settlement Documents and Warrant are paid and performed in full:

i. Tauriga shall at all times require its transfer agent to establish a reserve of shares of authorized but unissued Common Stock in an amount not less than the Share Reserve or such other amount as Typenex may authorize from time to time in writing (the “Transfer Agent Reserve”);

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ii. The initial Transfer Agent Reserve shall be set at 50,000,000 shares of Common Stock;

iii. Tauriga shall require its transfer agent to hold the Transfer Agent Reserve for the exclusive benefit of Typenex and shall authorize the transfer agent to issue the shares of Common Stock held in the Transfer Agent Reserve to Typenex only; and

iv. When the transfer agent issues Settlement Shares to Typenex pursuant to the Settlement Documents, the transfer agent will be authorized to issue such shares from the Transfer Agent Reserve.

7) Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement or the Securities Purchase Agreement, if at any time Typenex shall or would be issued shares of Common Stock under this Agreement, the Warrant or the Securities Purchase Agreement, but such issuance would cause Typenex (together with its affiliates) to beneficially own a number of shares exceeding 9.99% of the number of shares of Common Stock outstanding on such date (including for such purpose the shares of Common Stock issuable upon such issuance) (the “Maximum Percentage”), then Tauriga must not issue to Typenex the shares that would cause Typenex to exceed the Maximum Percentage. The shares of Common Stock issuable to Typenex that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares.” Tauriga will reserve the Ownership Limitation Shares for the exclusive benefit of Typenex. From time to time, Typenex may notify Tauriga in writing of the number of the Ownership Limitation Shares that may be issued to Typenex without causing Typenex to exceed the Maximum Percentage. Upon receipt of such notice, Tauriga shall be unconditionally obligated to immediately issue such designated shares to Typenex, with a corresponding reduction in the number of the Ownership Limitation Shares. For purposes of this paragraph, beneficial ownership of Common Stock will be determined under Section 13(d) of the Securities Exchange Act of 1934, as amended.

8) Prior Agreements. Upon the execution hereof by all parties, any and all prior agreements between the parties, including without limitation that certain (a) Securities Purchase Agreement dated June 24, 2013 between Tauriga and Typenex, (b) Irrevocable Letter of Instructions to Transfer Agent dated June 24, 2013 among all parties hereto, (c) Secured Buyer Note #1 dated June 24, 2013 in the original principal amount of $100,000 issued by Typenex in favor of Tauriga, (d) Secured Buyer Note #2 dated June 24, 2013 in the original principal amount of $100,000 issued by Typenex in favor of Tauriga, (e) Secured Buyer Note #3 dated June 24, 2013 in the original principal amount of $100,000 issued by Typenex in favor of Tauriga, (f) Secured Buyer Note #4 dated June 24, 2013 in the original principal amount of $100,000 issued by Typenex in favor of Tauriga, (g) Membership Interest Pledge Agreement dated June 24, 2013 between Tauriga and Typenex, (h) Security Agreement dated June 24, 2013 between Tauriga and Typenex, (i) Exchange Agreement dated March 21, 2014 between Tauriga and Typenex, and (j) all other certificates, documents, agreements, resolutions and instruments delivered to any party under or in connection with any of the foregoing, but excluding the Warrant (but only as the Warrant is specifically modified by the Settlement Documents) (and all portions of any other agreements referred to or incorporated in the Warrant, but only for purposes of interpreting and enforcing the Warrant as a separate document; provided, however, that any exercise under the Warrant would be subject to the terms and conditions of this Agreement, including, but not limited to, the Proceeds Threshold) (collectively, the “Terminated Agreements”), will terminate and shall be deemed to have no further effect, and the parties are hereby released from all obligations, definitions, representations and commitments therein. As between this Agreement and the Warrant, this Agreement shall govern over any conflicting remedies.

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9) Tauriga’s Representations and Release. Tauriga hereby represents and agrees as follows:

A. Representations and Warranties. Tauriga hereby represents and warrants as follows, in addition to other representations or warranties contained elsewhere in this Agreement:

i. Tauriga has not assigned or otherwise transferred any claim, demand or cause of action released or referenced by this Agreement.

ii. This Agreement has been, or upon execution hereof will be, duly and validly executed and delivered by and constitutes, or upon execution and delivery hereof will constitute, a valid and binding obligation of Tauriga, enforceable against it in accordance with its terms and provisions.

B. Complete and Full Release. For and in consideration of the mutual covenants in this Agreement, the satisfactions, the waivers, release and other actions by Typenex in this Agreement, and other good and valuable consideration, received from or on behalf of Typenex, the receipt and sufficiency of which is hereby acknowledged, Tauriga, for itself and on behalf of its successors, assigns, directors, officers, agents and employees (collectively, the “Tauriga Releasing Parties”), hereby fully remises, releases, acquits, satisfies and forever discharges Typenex, and each of their respective successors, assigns, affiliates, directors, officers, managers, members, agents and employees, of and from all and all manner of action and actions, cause and causes of action, losses, suits, debts, dues, sum of money, accounts, reckonings, bonds, bills, contracts, controversies, agreements, promises, damages, judgments, executions, agreements, covenants, liabilities, obligations, claims, counterclaims, defenses, right of set off and demands whatsoever, in law or in equity, whether absolute or contingent, foreseen or unforeseen, known or unknown, or whether or not heretofore asserted, which any of the Tauriga Releasing Parties ever had or now has or may in the future have, that relates to or arises with respect to any of the Terminated Agreements or the transactions occurring thereunder, any Common Stock delivered, promised to, contracted for or purchased by Typenex prior to the date hereof, or any related transactions, events, actions, disputes or agreements occurring or arising prior to the date hereof; provided that nothing in this release of claims and liabilities shall be construed to relieve the parties hereto of their respective representations, warranties or covenants under this Agreement, any of the other Settlement Documents or the Warrant (but only as the Warrant is specifically modified by the Settlement Documents).

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10) Typenex’s Representations and Release. Typenex hereby represents and agrees as follows:

A. Representations and Warranties. Typenex hereby represents and warrants as follows, in addition to other representations or warranties contained elsewhere in this Agreement:

i. Typenex has not assigned or otherwise transferred any claim, demand or cause of action released or referenced by this Agreement. Further, Typenex has not assigned or otherwise transferred any right, interest or matter related to the Certificate to any other party, affiliate or related entity.

ii. This Agreement has been, or upon execution hereof will be, duly and validly executed and delivered by and constitutes, or upon execution and delivery hereof will constitute, a valid and binding obligation of Typenex, enforceable against it in accordance with its terms and provisions.

B. Complete and Full Release. For and in consideration of the mutual covenants in this Agreement, the satisfactions, the waivers, release and other actions by Tauriga in this Agreement, and other good and valuable consideration, received from or on behalf of Tauriga, the receipt and sufficiency of which is hereby acknowledged, Typenex, for itself and on behalf of its successors, assigns, directors, officers, agents and employees (collectively, the “Typenex Releasing Parties”), hereby fully remises, releases, acquits, satisfies and forever discharges Tauriga, and each of their respective successors, assigns, affiliates, directors, officers, managers, members, agents and employees, of and from all and all manner of action and actions, cause and causes of action, losses, suits, debts, dues, sum of money, accounts, reckonings, bonds, bills, contracts, controversies, agreements, promises, damages, judgments, executions, agreements, covenants, liabilities, obligations, claims, counterclaims, defenses, right of set off and demands whatsoever, in law or in equity, whether absolute or contingent, foreseen or unforeseen, known or unknown, or whether or not heretofore asserted, which any of the Typenex Releasing Parties ever had or now has or may in the future have, that relates to or arises with respect to any of the Terminated Agreements or the transactions occurring thereunder, any Common Stock issued, delivered, promised to, contracted for or purchased by Typenex prior to the date hereof, or any related transactions, events, actions, disputes or agreements occurring or arising prior to the date hereof; provided that nothing in this release of claims and liabilities shall be construed to relieve the parties hereto of their respective representations, warranties or covenants under this Agreement, any of the other Settlement Documents or the Warrant (but only as the Warrant is specifically modified by the Settlement Documents).

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11) Violation of Volume Restriction. In the event of a violation of the volume restriction under paragraph 4C, Typenex shall pay liquidated damages to Tauriga in the amount of 200% of the gross sales proceeds that exceed the volume restriction in 4C. For example, if Typenex sold Warrant Shares with a market value of $35,000 (as determined pursuant to paragraph 4C) during a given week, and assuming the $30,000 market value limitation set forth in paragraph 4C was the applicable threshold for such week, Typenex would be $5,000 over such $30,000 limitation, and so would need to pay Tauriga $10,000 (200% of $5,000) for the breach. The payment of the liquidated damage arising under this paragraph shall be paid within five (5) days of the respective breach. In the event of a failure to pay the liquidated damage in full, Tauriga (and its agents) can temporarily cease performance under this Agreement without liability until payment is made in full. The remedy described in this paragraph shall be the sole and exclusive remedy for a violation of the volume restriction under paragraph 4C.

12) Cancellation of Certificate & Dismissal of Pending Litigation. The parties agree that the Certificate shall be returned to ClearTrust and cancelled, and shall cooperate in good faith to cause the same to timely occur. No later than seven (7) days after the date of this Agreement, Typenex shall cause a motion and order of dismissal with prejudice, in forms reasonably acceptable to Tauriga or its counsel, to be appropriately executed and filed with the court in which the Chicago Litigation has been filed, by which the Chicago Litigation shall be dismissed with prejudice. No later than seven (7) days after the date of this Agreement, Tauriga shall cause a motion and order of dismissal with prejudice, in forms reasonably acceptable to Typenex and ClearTrust or their counsel (and which counsel for such Typenex and ClearTrust shall timely execute), to be appropriately executed and filed with the court in which the Florida Litigation has been filed, by which (a) the Florida Litigation shall be dismissed with prejudice, (b) the Injunction shall be dissolved and (c) the Bond (and related funds) shall be released. Each dismissal described above shall note that each party is responsible for its own attorney’s fees and costs. The parties agree that all such dismissals shall be consistent with this Agreement and not have any preclusive effect on any claims or issues arising under this Agreement or the Warrant.

13) Audit. For purposes of ensuring compliance with this Agreement, Tauriga, upon five (5) days’ notice, shall have the right to inspect and audit the books and records of Typenex, its brokerage company, any other agent/vendor who holds, sells or transfers the Warrant Shares, which pertain to transfers of the Warrant Shares. This right to inspect and audit shall expire six (6) months after Tauriga receives written notice from Typenex that such right will so expire, provided that Typenex may not provide such notice unless and until Typenex has sold or transferred the Warrant Shares for total cumulative Net Sales Proceeds equal to the Proceeds Threshold. Typenex shall, upon execution of this Agreement, notify in writing its brokerage and any relevant agent/vendor of the rights and obligations under this paragraph.

14) Successors and Assigns; No Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. No person not a party to this Agreement will be a third-party beneficiary or acquire any rights hereunder; except that all parties being released hereunder shall be deemed intended third-party beneficiaries of this Agreement with standing to enforce all provisions that benefit them.

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15) Assignment. Notwithstanding anything to the contrary herein, the rights, interests or obligations of Tauriga hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by Tauriga without the prior written consent of Typenex, which consent may be withheld at the sole discretion of Typenex; provided, however, that in the case of a merger, sale of substantially all of Tauriga’s assets or other corporate reorganization of Tauriga, Typenex shall not unreasonably withhold, condition or delay such consent. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Typenex hereunder may be assigned by Typenex to a third party, including its financing sources, in whole or in part.

16) Relationship. Nothing contained in this Agreement will be deemed to create a partnership or joint venture between the parties.

17) Cost of Preparation. The parties, as between each other, each shall bear its own attorney’s fees and costs in connection with the negotiation, preparation and execution of this Agreement.

18) Arbitration or Litigation Expenses. The prevailing party in any proceeding brought to enforce the terms and conditions contained in this Agreement shall be entitled to costs and fees as set forth in Exhibit F attached hereto.

19) Mutual Contribution. The parties and their respective counsel have contributed mutually to the drafting of this Agreement. Consequently, no term or condition contained in this Agreement shall be construed against any party on the ground that a party drafted the term or condition or caused the term or condition to be drafted.

20) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such provision shall be modified to achieve the objective of the parties to the fullest extent permitted and such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction.

21) Interpretation, Construction and Recording. The use in this Agreement of the word “including” does not limit the preceding words or terms and shall mean “including, without limitation.” The words “herein,” “hereof,” “hereunder,” “hereby,” “hereto,” “hereinafter,” and other words of similar import refer to this Agreement as a whole, as the same from time to time may be amended, modified, supplemented or restated in accordance with the terms hereof or thereof, and not to any particular article, section, subsection, paragraph, subparagraph or clause contained in this Agreement. All references to articles, sections, subsections, paragraphs, subparagraphs, and clauses shall mean the articles, sections, subsections, paragraphs, subparagraphs and clauses contained in this Agreement, except as otherwise expressly provided in this Agreement. The title of any article, section and paragraph headings in this Agreement are for convenience of reference only and shall not govern or affect the interpretation of any of the terms or conditions contained in this Agreement. The use in this Agreement of the masculine, feminine or neuter forms also shall denote the other forms, as in each case the context may require. Where specific language is used to clarify by example a general statement contained in this Agreement, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. The language used in this Agreement has been chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party. This Agreement shall not be recorded.

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22) Waiver of Jury Trial. The undersigned hereby knowingly, voluntarily, intentionally and unconditionally waive any right to a jury trial on any issue relating to the Settlement Documents or any claim, counterclaim, or other action arising in connection therewith.

23) Entire Agreement. This Agreement, together with the Warrant and all other Settlement Documents, contain the entire agreement between the parties concerning the subject matter hereof and thereof and supersede and replace any and all prior or contemporaneous agreement, understanding, discussions, correspondences or documentation, written or oral, with regard to the matters set forth herein and therein.

24) Counterparts and Facsimile Execution. This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original signature page to this Agreement. All such counterparts shall be considered one and the same agreement and shall become effective when counterparts have been executed by each party and delivered (including by facsimile, telecopy or other electronic device) to the other parties, it being understood that all parties need not execute the same counterpart. Any counterpart or other signature hereupon delivered by facsimile, telecopy or other electronic device shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such party.

25) Amendment and Waiver. This Agreement may not be amended, modified, supplemented or restated except pursuant to a written document executed and delivered by each party against which the amendment, modification, supplement or restatement is sought to be enforced. No waiver of any term or condition contained in this Agreement shall be effective unless it is contained in a written document executed by each party against which the waiver is sought to be enforced. No waiver by any party of any breach of or default under any representation, warranty, covenant or agreement under this Agreement, whether intentional or not, shall be deemed to extend to any prior or subsequent breach of or default under any representation, warranty, covenant or agreement under this Agreement, or affect in any way any rights arising by virtue of any such prior or subsequent occurrence. No oral waiver, amendment, modification, supplement or restatement shall be valid or enforceable, without exception.

26) Compromise. This Agreement constitutes a compromise of disputed claims and shall not be construed as an admission of liability on the part of any of the parties. This Agreement shall not be offered into evidence and shall be inadmissible for any purpose other than in proceedings to enforce or approve its terms.

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27) Governing Law; Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each party consents to and expressly agrees that exclusive venue for Arbitration (as defined in Exhibit F attached hereto) of any dispute arising out of or relating to any Settlement Document, the Warrant or the relationship of the parties or their affiliates shall be in Cook County, Illinois. Without modifying the parties’ obligations to resolve disputes hereunder pursuant to the Arbitration Provisions (as defined below), for any litigation arising in connection with any of the Settlement Documents or the Warrant, each party hereto hereby (a) consents to and expressly submits to the exclusive personal jurisdiction of any state or federal court sitting in Cook County, Illinois, (b) expressly submits to the exclusive venue of any such court for the purposes hereof, and (c) waives any claim of improper venue and any claim or objection that such courts are an inconvenient forum or any other claim or objection to the bringing of any such proceeding in such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper.

28) Arbitration of Claims. The parties shall submit all Claims (as defined in Exhibit F attached hereto) arising under this Agreement, any other Settlement Document, the Warrant or other agreements between the parties and their affiliates to binding arbitration pursuant to the arbitration provisions set forth in Exhibit F attached hereto (the “Arbitration Provisions”). The parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on the parties hereto and are severable from all other provisions of this Agreement. Any capitalized term not defined in the Arbitration Provisions shall have the meaning set forth in this Agreement. The parties agree that all of the Arbitration Provisions shall be strictly enforced by the arbitrator unless any term or provision thereof is expressly prohibited by the Illinois Uniform Arbitration Act. By executing this Agreement, Tauriga represents, warrants and covenants that it has reviewed the Arbitration Provisions carefully, consulted with legal counsel about such provisions (or waived its right to do so), understands that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions, and that Tauriga will not take a position contrary to the foregoing representations. Tauriga acknowledges and agrees that Typenex may rely upon the foregoing representations and covenants of Tauriga regarding the Arbitration Provisions.

29) Notices. Any notice required or permitted hereunder or in any of the other Settlement Documents or the Warrant shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given on the earliest of:

A. the date delivered, if delivered by personal delivery as against written receipt therefor or by email to an executive officer, or by facsimile (with successful transmission confirmation),

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B. the fifth Trading Day after deposit, postage prepaid, in the United States Postal Service (with USPS tracking or by certified mail), or

C. the second Trading Day after mailing by domestic or international express courier (e.g., FedEx), with delivery costs and fees prepaid, in each case, addressed to each of the other parties thereunto entitled at the following addresses (or at such other addresses as such party may designate by five (5) Trading Days’ advance written notice similarly given to each of the other parties hereto):

If to Tauriga:

Tauriga Sciences, Inc.

Attn: Stella M. Sung

39 Old Ridgebury Road

Danbury, CT 06180

with a copy to (which shall not constitute notice):

Quick Law Group PC

Attn: Jeffrey M. Quick

1035 Pearl Street, Suite 403

Boulder, Colorado 80302

Telephone: (720) 259-3393

Email: jquick@quicklawgroup.com

If to Typenex:

Typenex Co-Investment, LLC

Attn: John M. Fife

303 East Wacker Drive, Suite 1040

Chicago, Illinois 60601

with a copy to (which shall not constitute notice):

Hansen Black Anderson Ashcraft PLLC

Attn: Jonathan K. Hansen

3051 West Maple Loop Drive, Suite 325

Lehi, Utah 84043

Telephone: 801.922.5000

Email: jhansen@HBAAlaw.com

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30) Survival of Representations and Warranties. All of the representations and warranties made herein shall survive the execution and delivery of this Agreement for the maximum time allowable by applicable law.

31) Time of the Essence. Time is expressly made of the essence of each and every provision of this Agreement and the rest of the Settlement Documents.

32) Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

[Signatures on Following Page]

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IN WITNESS WHEREOF, with the intent to be legally bound hereby, the undersigned party has read and understands the provisions herein, and has executed this Settlement Agreement as of the date set forth above.

Tauriga Sciences, Inc.
By:	/s/ Stella M. Sung
Print:
Title:

STATE OF _____________

COUNTY OF _____________

The foregoing instrument was executed, acknowledged and delivered before me this 16^th day of January, 2015, by ____________, the __________ of Tauriga Sciences, Inc. Such person _____ is/are personally known to me or _____ produced a current ____________ driver’s license as identification.

Signature of Notary

Name of Notary (Typed, Printed or Stamped)

Commission Number (if not legible on seal):

My Commission Expires (if not legible on seal):

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IN WITNESS WHEREOF, with the intent to be legally bound hereby, the undersigned party has read and understands the provisions herein, and has executed this Settlement Agreement as of the date set forth above.

Typenex Co-Investment, LLC
By:	Red Cliffs Investments, Inc., its Manager
By:	/s/ John M. Fife
	John M. Fife, President

STATE OF _____________

COUNTY OF _____________

The foregoing instrument was executed, acknowledged and delivered before me this 16^th day of January, 2015, by John M. Fife, the President of the Manager of Typenex Co-Investment, LLC. Such person is personally known to me or produced a current Illinois driver’s license as identification.

Signature of Notary

Name of Notary (Typed, Printed or Stamped)

Commission Number (if not legible on seal):

My Commission Expires (if not legible on seal):

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EXHIBIT A

SECURITIES PURCHASE AGREEMENT

[attached]

EXHIBIT B

TRANSFER AGENT LETTER

[attached]

EXHIBIT c

SECRETARY’S CERTIFICATE

[attached]

EXHIBIT D

SHARE ISSUANCE RESOLUTION

[attached]

EXHIBIT E

NOTICE OF EXERCISE

[attached]

EXHIBIT F

ARBITRATION PROVISIONS

1. Dispute Resolution. For purposes of this Exhibit F, the term “Claims” means any disputes, claims, demands, causes of action, liabilities, damages, losses, or controversies whatsoever arising from related to or connected with the transactions contemplated in the Settlement Documents or the Warrant and any communications between the parties related thereto, including without limitation any claims of mutual mistake, mistake, fraud, misrepresentation, failure of formation, failure of consideration, promissory estoppel, unconscionability, failure of condition precedent, rescission, and any statutory claims, tort claims, contract claims, or claims to void, invalidate or terminate the Agreement, Warrant or any of the other Settlement Documents. The parties hereby agree that the arbitration provisions set forth in this Exhibit F (“Arbitration Provisions”) are binding on the parties hereto and are severable from all other provisions in the Settlement Documents and Warrant. As a result, any attempt to rescind the Agreement, Warrant or any other Settlement Documents, or declare the Agreement, Warrant or any other Settlement Document invalid or unenforceable for any reason is subject to these Arbitration Provisions. These Arbitration Provisions shall also survive any termination or expiration of the Agreement.

2. Arbitration. Except as otherwise provided herein, all Claims must be submitted to arbitration (“Arbitration”) to be conducted in Cook County, Illinois and pursuant to the terms set forth in these Arbitration Provisions. The parties agree that the award of the arbitrator shall be final and binding upon the parties; shall be the sole and exclusive remedy between them regarding any Claims, counterclaims, issues, or accountings presented or pleaded to the arbitrator; and shall promptly be payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Any costs or fees, including without limitation attorneys’ fees, incident to enforcing the arbitrator’s award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement. The award shall include eighteen percent (18%) annual simple interest (“Default Interest”), both before and after the award. Judgment upon the award of the arbitrator will be entered and enforced by a state court sitting in Cook County, Illinois. The parties hereby incorporate herein the provisions and procedures set forth in the Illinois Uniform Arbitration Act, 710 ILCS 5 et seq. (as amended or superseded from time to time, the “Arbitration Act”). Pursuant to Section 1 of the Arbitration Act, in the event of conflict between the terms of these Arbitration Provisions and the provisions of the Arbitration Act, the terms of these Arbitration Provisions shall control.

3. Arbitration Proceedings. Arbitration between the parties will be subject to the following procedures:

3.1 The parties agree that a party may initiate Arbitration by giving written notice to the other party (“Arbitration Notice”) in the same manner that notice is permitted under paragraph 29 of the Agreement; provided, however, that the Arbitration Notice may not be given by email or fax. Arbitration will be deemed initiated as of the date that the Arbitration Notice is deemed delivered under paragraph 29 of the Agreement (the “Service Date”). After the Service Date, information may be delivered, and notices may be given, by email or fax pursuant to paragraph 29 of the Agreement or any other method permitted thereunder. The Arbitration Notice must describe the nature of the controversy, the remedies sought, and the election to commence Arbitration proceedings. All Claims in the Arbitration Notice must be pleaded consistent with the Illinois Rules of Civil Procedure.

Arbitration Provisions, Page 1

3.2 Within ten (10) calendar days after the Service Date, Typenex shall select and submit to Tauriga the names of three arbitrators that are designated as “neutrals” or qualified arbitrators by ADR Systems (http://www.adrsystems.com), or such other arbitration group or association agreed upon by both parties (such three designated persons hereunder are referred to herein as the “Proposed Arbitrators”). For the avoidance of doubt, each Proposed Arbitrator must be qualified as a “neutral” with ADR Systems. Within ten (10) calendar days after Typenex has submitted to Tauriga the names of the Proposed Arbitrators, Tauriga must select, by written notice to Typenex, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Tauriga fails to select one of the Proposed Arbitrators in writing within such 10-day period, then Typenex may select the arbitrator from the Proposed Arbitrators by providing written notice of such selection to Tauriga. If Typenex fails to identify the Proposed Arbitrators within the time period required above, then Tauriga may at any time prior to Typenex designating the Proposed Arbitrators, select the names of three arbitrators that are designated as “neutrals” or qualified arbitrators by ADR Systems by written notice to Typenex. Typenex may then, within ten (10) calendar days after Tauriga has submitted notice of its selected arbitrators to Typenex, select, by written notice to Tauriga, one (1) of the selected arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Typenex fails to select in writing and within such 10-day period one of the three arbitrators selected by Tauriga, then Tauriga may select the arbitrator from its three previously selected arbitrators by providing written notice of such selection to Typenex. The cost of the arbitrator must be paid solely by Typenex. If ADR Systems ceases to exist or to provide a list of neutrals, then the arbitrator shall be selected under the then prevailing rules of the American Arbitration Association. The date that the selected arbitrator agrees in writing to serve as the arbitrator hereunder is referred to herein as the “Arbitration Commencement Date”.

3.3 An answer and any counterclaims to the Arbitration Notice, which must be pleaded consistent with the Illinois Rules of Civil Procedure, shall be required to be delivered to the other party within twenty (20) calendar days after the Service Date. Upon request, the arbitrator is hereby instructed to render a default award, consistent with the relief requested in the Arbitration Notice, against a party that fails to submit an answer within such time period.

3.4 The party that delivers the Arbitration Notice to the other party shall have the option to also commence legal proceedings with any state court sitting in Cook County, Illinois (“Litigation Proceedings”), subject to the following: (i) the complaint in the Litigation Proceedings is to be substantially similar to the claims set forth in the Arbitration Notice, provided that an additional cause of action to compel arbitration will also be included therein, (ii) so long as the other party files an answer to the complaint in the Litigation Proceedings and an answer to the Arbitration Notice, the Litigation Proceedings will be stayed pending an award of the arbitrator hereunder, (iii) if the other party fails to file an answer in the Litigation Proceedings or an answer in the Arbitration Proceedings, then the party initiating Arbitration shall be entitled to a default judgment consistent with the relief requested, to be entered in the Litigation Proceedings, and (iv) any legal or procedural issue arising under the Arbitration Act that requires a decision of a court of competent jurisdiction may be determined in the Litigation Proceedings. Any award of the arbitrator may be entered in such Litigation Proceedings pursuant to the Arbitration Act.

3.5 The parties agree that discovery shall be conducted in accordance with the Illinois Rules of Civil Procedure; provided, however, that incorporation of such rules will in no event supersede the Arbitration Provisions set forth herein, including without limitation the time limitation set forth in Paragraph 3.9 below, and the following:

Arbitration Provisions, Page 2

(a) Discovery will only be allowed if the likely benefits of the proposed discovery outweigh the burden or expense, and the discovery sought is likely to reveal information that will satisfy a specific element of a claim or defense already pleaded in the Arbitration. The party seeking discovery shall always have the burden of showing that all of the standards and limitations set forth in these Arbitration Provisions are satisfied. The scope of discovery in the Arbitration proceedings shall also be limited as follows:

(i) To facts directly connected with the transactions contemplated by the Agreement, Warrant and/or other Settlement Documents.

(ii) To facts and information that cannot be obtained from another source that is more convenient, less burdensome or less expensive.

(c) No party shall be allowed (a) more than fifteen (15) interrogatories (including discrete subparts), (b) more than fifteen (15) requests for admission (including discrete subparts), (c) more than ten (10) document requests (including discrete subparts), or (d) more than three depositions (excluding expert depositions) for a maximum of seven (7) hours per deposition.

3.6 Any party submitting any written discovery requests, including interrogatories, requests for production, subpoenas to a party or a third party, or requests for admissions, must prepay the estimated attorneys’ fees and costs, as determined by the arbitrator, before the responding party has any obligation to produce or respond.

(a) All discovery requests must be submitted in writing to the arbitrator and the other party before issuing or serving such discovery requests. The party issuing the written discovery requests must include with such discovery requests a detailed explanation of how the proposed discovery requests satisfy the requirements of these Arbitration Provisions and the Illinois Rules of Civil Procedure. Any party will then be allowed, within ten (10) calendar days of receiving the proposed discovery requests, to submit to the arbitrator an estimate of the attorneys’ fees and costs associated with responding to such written discovery requests and a written challenge to each applicable discovery request. After receipt of an estimate of attorneys’ fees and costs and/or challenge(s) to one or more discovery requests, the arbitrator will make a finding as to the likely attorneys’ fees and costs associated with responding to the discovery requests and issue an order that (A) requires the requesting party to prepay the attorneys’ fees and costs associated with responding to the discovery requests, and (B) requires the responding party to respond to the discovery requests as limited by the arbitrator within a certain period of time after receiving payment from the requesting party. If a party entitled to submit an estimate of attorneys’ fees and costs and/or a challenge to discovery requests fails to do so within such 10-day period, the arbitrator will make a finding that (A) there are no attorneys’ fees or costs associated with responding to such discovery requests, and (B) the responding party must respond to such discovery requests (as may be limited by the arbitrator) within a certain period of time as determined by the arbitrator.

(b) In order to allow a written discovery request, the arbitrator must find that the discovery request satisfies the standards set forth in these Arbitration Provisions and the Illinois Rules of Civil Procedure. The arbitrator must strictly enforce these standards. If a discovery request does not satisfy any of the standards set forth in these Arbitration Provisions or the Illinois Rules of Civil Procedure, the arbitrator may modify such discovery request to satisfy the applicable standards, or strike such discovery request in whole or in part.

(c) Discovery deadlines will be set forth in a scheduling order issued by the arbitrator. The parties hereby authorize and direct the arbitrator to take such actions and make such rulings as may be necessary to carry out the parties’ intent for the arbitration proceedings to be efficient and expeditious.

3.7 Each party may submit expert reports (and rebuttals thereto), provided that such reports must be submitted by the deadlines established by the arbitrator. Expert reports must contain the following: (a) a complete statement of all opinions the expert will offer at trial and the basis and reasons for them; (b) the expert’s name and qualifications, including a list of all publications within the preceding 10 years, and a list of any other cases in which the expert has testified at trial or in a deposition or prepared a report within the preceding 10 years; and (c) the compensation to be paid for the expert’s study and testimony. The parties are entitled to depose any other party’s expert witness one time for no more than 4 hours. An expert may not testify in a party’s case-in-chief concerning any matter not fairly disclosed in the expert report.

Arbitration Provisions, Page 3

3.8 All information disclosed by either party during the Arbitration process (including without limitation information disclosed during the discovery process) shall be considered confidential in nature. Each party agrees not to disclose any confidential information received from the other party during the discovery process unless (i) prior to or after the time of disclosure such information becomes public knowledge or part of the public domain, not as a result of any inaction or action of the receiving party, (ii) such information is required by a court order, subpoena or similar legal duress to be disclosed if such receiving party has notified the other party thereof in writing and given it a reasonable opportunity to obtain a protective order from a court of competent jurisdiction prior to disclosure; or (iii) disclosed to the receiving party’s agents, representatives and legal counsel on a need to know basis who each agree in writing not to disclose such information to any third party. The arbitrator is hereby authorized and directed to issue a protective order to prevent the disclosure of privileged information and confidential information upon the written request of either party.

3.9 The parties hereby authorize and direct the arbitrator to take such actions and make such rulings as may be necessary to carry out the parties’ intent for the arbitration proceedings to be efficient and expeditious. Pursuant to Section 8 of the Arbitration Act, the parties hereby agree that an award of the arbitrator must be made within 150 days after the Arbitration Commencement Date. The arbitrator is hereby authorized and directed to hold a scheduling conference within ten (10) calendar days after the Arbitration Commencement Date in order to establish a scheduling order with various binding deadlines for discovery, expert testimony, and the submission of documents by the parties to enable the arbitrator to render a decision prior to the end of such 150-day period. The Illinois Rules of Evidence will apply to any final hearing before the arbitrator.

3.10 The arbitrator shall have the right to award or include in the arbitrator’s award any relief which the arbitrator deems proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the arbitrator may not award exemplary or punitive damages.

3.11 If any part of these Arbitration Provisions is found to violate applicable law or to be illegal, then such provision shall be modified to the minimum extent necessary to make such provision enforceable under applicable law.

3.12 The arbitrator is hereby directed to require the losing party to reimburse the prevailing party the reasonable attorneys’ fees, deposition costs, and other discovery costs incurred by the prevailing party. If Tauriga is the losing party, it will not be required to reimburse Typenex for the arbitrator costs.

[Remainder of page intentionally left blank]

Arbitration Provisions, Page 4

EX-10.2

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is executed as of January 16, 2015 by and between Tauriga Sciences, Inc., a Florida corporation (the “Company”), and Typenex Co-Investment, LLC, a Utah limited liability company (“Purchaser”).

BACKGROUND

A. On the date hereof, the Company, its transfer agent, ClearTrust, LLC, a Florida limited liability company (“ClearTrust”) and Purchaser entered into a Settlement Agreement (the “Settlement Agreement”), relating to disputes between the parties arising from a transaction between them completed on June 24, 2013.

B. As part of and subject to the Settlement Agreement, Purchaser agreed to purchase from the Company an aggregate of Three Hundred Thousand and 00/100 U.S. Dollars ($300,000.00) of shares of the Company’s common stock, par value $0.00001 (“Common Stock”), in accordance with the terms of Section 2 of the Settlement Agreement and this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the parties hereto agree as follows:

1. Issuance of Shares and Purchase Price.

1.1. Purchase. Subject to the terms and conditions of this Agreement and the Settlement Agreement, Purchaser agrees to purchase from the Company an aggregate of Three Hundred Thousand and 00/100 U.S. Dollars ($300,000.00) of shares of Common Stock (the “Shares”) in three tranches (each a “Tranche,” and collectively, the “Tranches”) of $100,000 each. The price per share of Common Stock, calculated separately for each Tranche, shall be 150% of the five day average closing sale price of the Company’s Common Stock for the five Trading Days (as defined below) immediately preceding the Closing Date (as defined below) for the applicable Tranche.

1.2. Closing Dates. The closing of the purchase and sale of the Shares hereunder shall occur in three separate closings corresponding to the three Tranches, with the first such closing occurring no later than the First Tranche Closing Deadline (as defined in the Settlement Agreement), the second such closing occurring no later than the Second Tranche Closing Deadline (as defined in the Settlement Agreement), and the third and final such closing occurring no later than the Third Tranche Closing Deadline (as defined in the Settlement Agreement) (each a “Closing”). Each Closing shall automatically occur hereunder once Purchaser has delivered the required $100,000 payment to the Company pursuant to Section 1.4, together with a completed and duly executed Notice of Purchase substantially in the form attached hereto as Exhibit A (the “Notice of Purchase”), which Notice of Purchase may be faxed or emailed to the Company by Purchaser. The date on which each Closing occurs shall each be referred to herein as a “Closing Date,” and collectively as the “Closing Dates.”

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1.3. Delivery at Each Closing. No later than three (3) Trading Days after each Closing Date, the Company will, subject to payment of the consideration set forth below, and provided that the Common Stock is then DTC Eligible (as defined below), deliver, or cause its then-current transfer agent to deliver, to Purchaser or its broker (if designated by Purchaser), via reputable overnight courier, a stock certificate, registered in the name of Purchaser or its designee, representing DTC Eligible Common Stock equal to the applicable number of Shares required to be delivered hereunder in connection with such Closing. If the Common Stock is not DTC Eligible at such time, such shall constitute a breach of this Agreement, and the Company shall instead, on or before the applicable delivery deadline, issue and deliver to Purchaser or its broker (if designated by Purchaser), via reputable overnight courier, a stock certificate, registered in the name of Purchaser or its designee, representing the applicable number of Shares required to be delivered hereunder in connection with such Closing. For the avoidance of doubt, the Company has not met its obligation to deliver the Shares required to be delivered hereunder within the required timeframe unless Purchaser or its broker, as applicable, has actually received the certificate representing the applicable Shares no later than the close of business on the latest possible delivery date pursuant to the terms set forth above. All the Shares shall be “restricted securities” as defined in Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”). If the Company fails to deliver Shares with respect to a Notice of Purchase as required under this Agreement, Purchaser may send the applicable Notice of Purchase directly to the Company’s transfer agent for processing pursuant to the terms of the Transfer Agent Letter (as defined in the Settlement Agreement). For purposes of this Agreement: (a) “DTC” means the Depository Trust Company; (b) “DTC Eligible” means, with respect to the Common Stock, that such Common Stock is eligible to be deposited in certificate form at the DTC, cleared and converted into electronic shares by the DTC and held in the name of the clearing firm servicing Purchaser’s brokerage firm for the benefit of Purchaser; and (c) “Trading Day” means any day during which the principal trading market for the Company’s securities in the United States shall be open for business.

1.4. Purchase Price. As consideration for the purchase of the Shares with respect to each Tranche, Purchaser shall pay to the Company on each Closing Date, the amount of One Hundred Thousand and 00/100 U.S. Dollars ($100,000.00), to be paid by wire transfer pursuant to the instructions provided by the Company to the Purchaser.

2. Representations, Warranties and Covenants of Purchaser. As of each Closing Date, Purchaser represents, warrants, and covenants to the Company that:

2.1. Investment Purpose. Purchaser is acquiring the Shares for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, Purchaser reserves the right to dispose of the Shares at any time in accordance with or pursuant to an effective registration statement covering such Shares or an available exemption under the Securities Act.

2.2. Accredited Investor Status. Purchaser is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation D of the Securities Act.

2.3. Transfer or Resale. Purchaser understands that: (i) the Shares shall be “restricted securities” as defined in Rule 144 of the Securities Act and have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, or (B) Purchaser shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements; (ii) any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) thereunder; and (iii) neither the Company nor any other person is under any obligation to register the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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2.4. Authorization, Enforcement. This Agreement and all other Settlement Documents (as defined in the Settlement Agreement) to which Purchaser is a party have been duly and validly authorized, executed and delivered on behalf of Purchaser and are valid and binding agreements of Purchaser enforceable in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

2.5. Brokers. There are no brokerage commissions, finder’s fees or similar fees or commissions payable by Purchaser in connection with the transactions contemplated hereby or under any other Settlement Document based on any agreement, arrangement or understanding with Purchaser or any action taken by Purchaser.

3. Representations, warranties, and Covenants of the Company. As of each Closing Date, the Company hereby makes the representations set forth below and covenants and agrees as follows to Purchaser (in addition to those set forth elsewhere herein):

3.1. Organization and Qualification. The Company has been duly organized, validly exists and is in good standing under the laws of the State of Florida. The Company has full corporate power and authority to enter into this Agreement and all other Settlement Documents and this Agreement together with all other Settlement Documents have been duly and validly authorized, executed and delivered by the Company and are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as such enforcement may be limited by the United States Bankruptcy Code and laws affecting creditors’ rights, generally.

3.2. Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and all other Settlement Documents and to issue the Shares in accordance with the terms hereof, (ii) the execution and delivery of this Agreement and all other Settlement Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Shares, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) this Agreement and all other Settlement Documents have been duly executed and delivered by the Company, (iv) this Agreement and all other Settlement Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies, and (v) the Company’s signatory has full corporate or other requisite authority to execute this Agreement and all other Settlement Documents and to bind the Company.

3.3. Issuance of Shares. The issuance of the Shares is duly authorized and the Shares are free and clear of all taxes, liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description other than liens in favor of Purchaser.

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3.4. No Conflicts. The execution and delivery by the Company of, and the performance by the Company of its obligations under this Agreement and all other Settlement Documents in accordance with the terms hereof and thereof will not contravene any provision of applicable law or the charter documents of the Company or any agreement or other instrument binding upon the Company, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement and all other Settlement Documents in accordance with the terms hereof and thereof.

3.5. SEC Documents; Financial Statements. None of the Company’s filings (“SEC Documents”) filed with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. Since January 1, 2014, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension. As of their respective dates, the financial statements of the Company included in the Company’s SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to Purchaser which is not included in the Company’s SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

3.6. Brokers. The Company has taken no action which would give rise to any claim by any person for a brokerage commission, placement agent or finder’s fees or similar payments by Purchaser relating to this Agreement or any other Settlement Document, or the transactions contemplated hereby or thereby. The Company shall indemnify and hold harmless each of Purchaser, its employees, officers, directors, stockholders, managers, agents, attorneys, and partners, and their respective affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorneys’ fees) and expenses suffered in respect of any such claimed or existing fees.

3.7. Shares Exempt. Subject to the performance by Purchaser of its obligations under this Agreement and the accuracy of the representations and warranties of Purchaser, the issuance of the Shares will be exempt from the registration requirements of the Securities Act.

3.8. Absence of Litigation. Except for the litigation and disputes being dismissed and settled pursuant to the Settlement Agreement, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending against or affecting the Company, the Common Stock or any of the Company’s subsidiaries, wherein an unfavorable decision, ruling or finding would have a material adverse effect on the Company or its operations.

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3.9. Recitals. All of the information, facts and representations set forth in the Recitals section of this Agreement are in all respects true and accurate as of the date hereof and are incorporated as representations and warranties of the Company as if set forth in this Section 3.

3.10. Reporting Status. With a view to making available to Purchaser or its assignees the benefits of Rule 144 or any similar rule or regulation of the SEC that may at any time permit Purchaser or its assignees to sell securities of the Company to the public without registration, and as a material inducement to Purchaser’s purchase of the Shares, the Company represents, warrants and covenants to the following:

(a) The Company’s Common Stock is registered under Section 12(g) of the Exchange Act.

(b) The Company is not and has never been a “shell company,” as defined in paragraph (i)(1)(i) of Rule 144 or Rule 12(b)(2) of the Exchange Act.

(c) Until all of the Shares have been sold by Purchaser, the Company shall take all reasonable action under its control to ensure that adequate current public information with respect to the Company, as required in accordance with Rule 144(c)(2) of the Securities Act, is publicly available.

(d) The Company shall furnish to Purchaser, so long as Purchaser owns Shares, promptly upon request, a written statement by the Company that it has complied with the reporting requirements of Rule 144.

3.11. So long as Purchaser owns Shares, the Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination.

3.12. Listings or Quotation. For so long as Purchaser owns Shares, the Company’s Common Stock shall be listed or quoted for trading on any of (i) NYSE Amex, (ii) the New York Stock Exchange, (iii) the Nasdaq Global Market, (iv) the Nasdaq Capital Market, or (v) the OTCQX or OTCQB Bulletin Board. The Company shall promptly secure the listing of all of the Shares upon each national securities exchange and automated quotation system, if any, upon which the Common Stock is then listed or eligible for quotation (subject to official notice of issuance) and shall maintain such listing of all securities from time to time issuable under the terms of this Agreement. The Company will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the principal trading market and/or the Financial Industry Regulatory Authority, Inc. or any successor thereto, as the case may be, applicable to it at least through the date which is sixty (60) days after the date on which Purchaser has sold all Shares.

4. Miscellaneous.

4.1. Governing Law; Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each party consents to and expressly agrees that exclusive venue for Arbitration (as defined in Exhibit F attached to the Settlement Agreement) of any dispute arising out of or relating to this Agreement or the relationship of the parties or their affiliates shall be in Cook County, Illinois. Without modifying the parties’ obligations to resolve disputes hereunder pursuant to the Arbitration Provisions (as defined below), for any litigation arising in connection with this Agreement, each party hereto hereby (a) consents to and expressly submits to the exclusive personal jurisdiction of any state or federal court sitting in Cook County, Illinois, (b) expressly submits to the exclusive venue of any such court for the purposes hereof, and (c) waives any claim of improper venue and any claim or objection that such courts are an inconvenient forum or any other claim or objection to the bringing of any such proceeding in such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper.

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4.2. Arbitration of Claims. The parties shall submit all Claims (as defined in Exhibit F attached to the Settlement Agreement) arising under this Agreement or any other Settlement Document or other agreements between the parties and their affiliates to binding arbitration pursuant to the arbitration provisions set forth in Exhibit F attached to the Settlement Agreement (the “Arbitration Provisions”), all of which are incorporated herein and made a part hereof. The parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on the parties hereto and are severable from all other provisions of this Agreement. Any capitalized term not defined in the Arbitration Provisions shall have the meaning set forth in the Settlement Agreement. By executing this Agreement, the Company represents, warrants and covenants that it has reviewed the Arbitration Provisions carefully, consulted with legal counsel about such provisions (or waived its right to do so), understands that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions, and that the Company will not take a position contrary to the foregoing representations. The Company acknowledges and agrees that Purchaser may rely upon the foregoing representations and covenants of the Company regarding the Arbitration Provisions.

4.3. Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. Except as otherwise expressly provided herein, no person other than the parties hereto and their successors and permitted assigns is intended to be a beneficiary of this Agreement.

4.4. Pronouns. All pronouns and any variations thereof in this Agreement refer to the masculine, feminine or neuter, singular or plural, as the context may permit or require.

4.5. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The parties hereto confirm that any electronic copy of another party’s executed counterpart of this Agreement (or its signature page thereof) will be deemed to be an executed original thereof.

4.6. Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

4.7. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such provision shall be modified to achieve the objective of the parties to the fullest extent permitted and such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction.

4.8. Entire Agreement. This Agreement, all other Settlement Documents and the Warrant (as defined in the Settlement Agreement) (including any exhibits, schedules or attachments thereto) (collectively, the “Agreements”), constitute and contain the entire agreement between the parties hereto, and supersede all prior oral or written agreements and understandings between Purchaser, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein and therein, and the Agreements and the instruments referenced therein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters.

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4.9. Amendment. Any amendment, supplement or modification of or to any provision of this Agreement, shall be effective only if it is made or given by an instrument in writing (excluding any email message) and signed by the Company and Purchaser.

4.10. No Waiver. No forbearance, failure or delay on the part of a party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver of any provision of this Agreement shall be effective (i) only if it is made or given in writing (including an email message) and (ii) only in the specific instance and for the specific purpose for which made or given.

4.11. Currency. All dollar amounts referred to or contemplated by this Agreement or any of the other Settlement Documents shall be deemed to refer to US Dollars, unless otherwise explicitly stated to the contrary.

4.12. Assignment. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of Purchaser, which consent may be withheld at the sole discretion of Purchaser; provided, however, that in the case of a merger, sale of substantially all of the Company’s assets or other corporate reorganization of the Company, Purchaser shall not unreasonably withhold, condition or delay such consent. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Purchaser hereunder may be assigned by Purchaser to a third party, including its financing sources, in whole or in part.

4.13. No Strict Construction. The language used in this Agreement is the language chosen mutually by the parties hereto and no doctrine of construction shall be applied for or against any party.

4.14. Attorneys’ Fees and Cost of Collection. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of this Agreement, the parties agree that the party who is awarded the most money shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of the full amount of the attorneys’ fees, deposition costs, and expenses paid by such prevailing party in connection with arbitration or litigation without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses for frivolous or bad faith pleading.

4.15. Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Agreement, any of the other Settlement Documents or the Warrant are cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other right, power, and remedy that Purchaser may have, whether specifically granted in this Agreement or any other document or agreement referenced above in this Section, or existing at law, in equity, or by statute; and any and all such rights and remedies may be exercised from time to time and as often and in such order as Purchaser may deem expedient.

4.16. Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

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4.17. Survival of Representations and Warranties. All of the representations and warranties made herein shall survive the execution and delivery of this Agreement for the maximum time allowable by applicable law.

4.18. Transaction Fees. Each party shall be responsible for its own attorneys’ fees and other costs and expenses associated with documenting and closing the transaction contemplated by this Agreement.

4.19. Time of the Essence. Time is expressly made of the essence of each and every provision of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, each of the undersigned represents that the foregoing statements made by it above are true and correct and that it has caused this Agreement to be duly executed on its behalf (if an entity, by one of its officers thereunto duly authorized) as of the date first above written.

PURCHASER:
Typenex Co-Investment, LLC
By:	Red Cliffs Investments, Inc., its Manager
By:	/s/ John M. Fife
	John M. Fife, President
COMPANY:
Tauriga Sciences, Inc.
By:	/s/ Stella M. Sung
	Stella M. Sung, Chief Executive Officer

[Signature Page to Securities Purchase Agreement]

EXHIBIT A

Notice of Purchase

[attached]

EX-99.1

Tauriga Sciences Inc. Appoints Hingge Hsu, M.D., M.B.A. to its Board of Directors

Los Angeles, CA -- (January 20, 2014) Tauriga Sciences, Inc. (OTCQB: TAUG) or (“Tauriga” or “the Company”), a diversified life sciences company with interests in the natural wellness sector and in developing a proprietary synthetic biology platform technology, announced the appointment of Hingge Hsu, M.D., M.B.A. to its Board of Directors. Dr. Hingge Hsu was recently a Partner at Fidelity Biosciences and was on the core healthcare investment team for Fidelity Growth Partners Asia. He was previously a Managing Director at Lehman Brothers in their Private Equity Group, responsible for their principal investment activities in the private and public sectors of the healthcare industry. Dr. Hsu has structured and led numerous transactions in the life science sector, and he has been instrumental in building and growing his portfolio companies. In addition, Dr. Hsu has held operating positions at Chiron Corporation and Gensia, Inc. in the areas of business development and strategic planning. Dr. Hsu strengthens the Tauriga Board of Directors with his venture capital and investment banking experience, technical and industry knowledge, and an extensive network in both the U.S. and Asia. Moreover, he has personally invested in Tauriga Sciences based on his confidence in their strategic plan.

Tauriga’s Chairman and CEO Dr. Stella M. Sung stated, “I am pleased to have Dr. Hingge Hsu join our Board of Directors at this pivotal time, as we begin to generate revenues from our newly launched natural wellness business and grow our company on a global level. Tauriga has recently expanded its investor base to Asia, and we have developed relationships with iFlow, Dragoon Capital and other Asian companies. Dr. Hsu’s transactional and business development expertise and his understanding of Asian markets will be invaluable to Tauriga. His proven ability to commercialize new technologies and create new market opportunities are applicable to both of Tauriga’s key businesses: Pilus Energy’s synthetic biology approach to ‘wastewater to value’ and Tauriga’s natural wellness product line consisting of dietary supplements and of creams and soft gels using CBD oil extracted from industrial hemp.”

Dr. Hingge Hsu commented, “I look forward to using my strategic and transactional experience to help Tauriga grow its business opportunities and geographical reach. I have evaluated the new Tauriga supplements now available on www.taurigastore.com, and I personally believe they address important health needs and can promote wellness and improve overall quality of life. I have enjoyed working with Dr. Sung in the past and look forward to assisting her and the entire Tauriga management team and Board of Directors in building a valuable company based on strong fundamentals.”

Prior to his positions at Fidelity and Lehman, Dr. Hsu was a Partner at Schroder Ventures Life Sciences from 1998 to 2001 and directed their US investment activities in the life sciences and therapeutics sectors. He received an MD degree from Yale University School of Medicine and was trained in internal medicine at Brigham and Women’s Hospital and Harvard Medical School. Dr. Hsu also received an MBA degree from Harvard Business School. Dr. Hsu previously has served on a number of Board of Directors, including most recently that of NextWave Pharmaceuticals and Fluidnet (now known as Ivenix).

About Tauriga Sciences, Inc.:

Tauriga Sciences, Inc. (TAUG) is a diversified life sciences company focused on generating profitable revenues in the natural wellness sector and in developing a proprietary synthetic biology platform technology. The mission of the Company is to acquire and build a diversified portfolio of cutting edge technology assets that is capital efficient and of significant value to the shareholders. The Company’s business model includes the acquisition of licenses, equity stakes, rights on both an exclusive and non-exclusive basis, and entire businesses. Management is firmly committed to building lasting shareholder value in the short, intermediate, and long terms. Please visit the Company’s corporate website at www.tauriga.com.

NON SOLICITATION:

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted. Any securities offered or issued in connection with the above-referenced merger and/or investment have not been registered, and will be offered pursuant to an exemption from registration.

DISCLAIMER:

Forward-Looking Statements: Except for statements of historical fact, this news release contains certain “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995, including, without limitation expectations, beliefs, plans and objectives regarding the development, use and marketability of products. Such forward-looking statements are based on present circumstances and on TAUG’s predictions with respect to events that have not occurred, that may not occur, or that may occur with different consequences and timing than those now assumed or anticipated. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, and are not guarantees of future performance or results and involve risks and uncertainties that could cause actual events or results to differ materially from the events or results expressed or implied by such forward-looking statements. Such factors include general economic and business conditions, the ability to successfully develop and market products, consumer and business consumption habits, the ability to fund operations and other factors over which TAUG has little or no control. Such forward-looking statements are made only as of the date of this release, and TAUG assumes no obligation to update forward-looking statements to reflect subsequent events or circumstances. Readers should not place undue reliance on these forward-looking statements. Risks, uncertainties and other factors are discussed in documents filed from time to time by TAUG with the Securities and Exchange Commission. This press release does not and shall not constitute an offer to sell or the solicitation of any offer to buy any of the securities, nor shall there be any sale of the securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and may not be offered or sold in the United States absent registration, or an applicable exemption from registration, under the Securities Act and applicable state securities laws.

Contact:

Tauriga Sciences, Inc.:
Dr. Stella M. Sung,
Chairman and Chief Executive Officer
Tauriga Sciences, Inc.
www.tauriga.com
San Diego: + 1-858-353-5749
Montreal: + 1-514-840-3697
Email: ssung@tauriga.com