Amendment no. 1 to the AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 21st, 2014 • Tauriga Sciences, Inc. • Blank checks
THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of July 15, 2014, by and among Tauriga Sciences, Inc., a Florida corporation (“Tauriga”), Doc Greene’s Acquisition Sub, LLC, a California limited liability company and wholly-owned subsidiary of Tauriga (“Acquisition Sub” and together with Tauriga, the “Purchasers”), Honeywood LLC, a California limited liability company (“Honeywood”) and the current limited liability company members of Honeywood LLC (which are Elie Green, Daniel Kosmal and Ramona Rubin) (“Members”, and together with Honeywood, collectively referred to as “Sellers”, or each a “Seller”). Tauriga, Acquisition Sub, Honeywood, and, upon their execution hereof, the Members party hereto are each referred to herein as a “Party” or collectively as the “Parties”.
RELEASE AND COVENANT NOT TO SUERelease and Covenant Not to Sue • July 21st, 2014 • Tauriga Sciences, Inc. • Blank checks • Delaware
THIS RELEASE AND COVENANT NOT TO SUE (this “Release”) is made as of July 15, 2014, by Honeywood, LLC, a California limited liability company and the other Members from time to time party to the Merger Agreement as defined below (each a “Releasor” and together the “Releasors”), in favor of Tauriga Sciences, Inc., a Florida corporation (“Tauriga”) and Doc Greene’s Acquisition Sub, LLC, a California limited liability company (“Acquisition Sub” and together with the Tauriga, the “Releasees”). The Releasors and Releasees are collectively referred to as “Parties” and each a “Party”.
STANDSTILL AGREEMENTStandstill Agreement • July 21st, 2014 • Tauriga Sciences, Inc. • Blank checks • Florida
THIS STANDSTILL AGREEMENT (this “Agreement”) is made as of July 15, 2014, by and among Honeywood, LLC, a California limited liability company (“Honeywood”), Daniel Kosmal, Elie Green and Ramona Rubin, (each, an “Executive”) and other Persons who from time to time become parties to the Merger Agreement (together with Honeywood and Executive, “Members”) and Tauriga Sciences, Inc., a Florida corporation (“Tauriga”). Tauriga, Honeywood, Executive, and, upon their execution hereof, the other Members party hereto are each referred to herein as a “Party” or collectively as the “Parties”.
