Exhibit
10.19


 


THIS
WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.


 


COMMON
STOCK PURCHASE WARRANT


 


pacific
ventures group, Inc.


 





	Warrant
Shares: 1,200,000	 Initial Issue Date: May 20, 2021








 





THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, LGH Investments, LLC, a Wyoming
limited liability company, or its assigns (the “Investor” or the “Holder”) is entitled, upon the
terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Issue
Date (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the
Initial Exercise Date (as subject to adjustment hereunder, the “Termination Date”), to subscribe for and purchase
from Pacific Ventures Group, Inc., a Delaware corporation (the “Issuer” or the “Company”), up to
1,200,000 shares (as subject to adjustment herein, the “Warrant Shares”) of common stock of the Company (the “Common
Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined
in Section 1.2.


 


ARTICLE
1 EXERCISE RIGHTS


 


The
Holder will have the right to exercise this Warrant to purchase shares of Common Stock as set forth below. Capitalized terms used and
not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement, dated May 20, 2021 between
the Company and the Holder (the “Purchase Agreement”).


 


1.1
Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, from and after
the Initial Exercise Date, and then at any time, by delivery to the Company (or such other office or agency of the Company as it may
designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly
executed facsimile or emailed copy of the Notice of Exercise form annexed hereto. Within three (3) Business Days following the date of
exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise
by wire transfer or check drawn on a United States bank unless the cashless exercise procedure specified in Section 1.3 below is specified
in the applicable Notice of Exercise. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant
Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount
equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant
Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise form within seventy-two
(72) hours of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason
of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares
available for purchase hereunder at any given time may be less than the amount stated on the face hereof. “Business Day”
shall mean any day on which the banks are open for business in New York, New York.


 




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1.2
Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $0.50 per share, subject to adjustment
hereunder (the “Exercise Price”).


 


1.3
Cashless Exercise. If at any time there is no effective Registration Statement registering, or no current prospectus available
for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means
of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient
obtained by dividing [(A-B) (X)] by (A), where:


 


(A)
= the highest traded Price in the ten trading days immediately preceding the date on which Holder elects to exercise this Warrant by
means of a “cashless exercise,” as set forth in the applicable Notice of Exercise;


 


(B)
= the Exercise Price of this Warrant, as adjusted hereunder; and


 


(X)
= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise.


 


1.4
Delivery of Warrant Shares. Warrant Shares purchased hereunder will be delivered to Holder by 2:30 pm EST within five (5) Business
Days of Notice of Exercise by “DWAC/FAST” electronic transfer (such date, the “Warrant Share Delivery Date”).
For example, if Holder delivers a Notice of Exercise to the Company at 5:15 pm eastern time on Monday January 1st, the Company’s
transfer agent must deliver shares to Holder’s broker via “DWAC/FAST” electronic transfer by no later than 2:30 pm
eastern time on Monday, January 8th. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated
to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date of delivery of
the Notice of Exercise. Holder may assess penalties or liquidated damages (both referred to herein as “penalties”) as follows.
For each exercise, in the event that shares are not delivered by the fifth Business Day (inclusive of the day of exercise), the Company
shall pay the Holder in cash a penalty of $500 per day for each day after the fifth Business Day (inclusive of the day of exercise) until
share delivery is made. The Company will not be subject to any penalties once its transfer agent correctly processes the shares to the
DWAC system.


 


1.5
Delivery of Warrant. The Holder shall not be required to physically surrender this Warrant to the Company. If the Holder has purchased
all of the Warrant Shares available hereunder and the Warrant has been exercised in full, this Warrant shall automatically be cancelled
without the need to surrender the Warrant to the Company for cancellation. If this Warrant shall have been exercised in part, the Company
shall, at the request of Holder and upon surrender of this Warrant, at the time of delivery of the Warrant Shares, deliver to the Holder
a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant
shall in all other respects be identical with this Warrant and, for purposes of Rule 144, shall tack back to the original date of this
Warrant.


 


1.6
Warrant Exercise Rescission Rights. If the Warrant Shares are not delivered by DWAC/FAST electronic transfer or in accordance
with the timeframe stated in Section 1.5, Holder may, at any time prior to selling those Warrant Shares rescind such exercise, in whole
or in part, in which case the Company must, within three (3) days of receipt of notice from the Holder, repay to the Holder the portion
of the exercise price so rescinded and reinstate the portion of the Warrant and equivalent number of Warrant Shares for which the exercise
was rescinded and, for purposes of Rule 144, such reinstated portion of the Warrant and the Warrant Shares shall tack back to the original
date of this Warrant. If Warrant Shares were issued to Holder prior to Holder’s rescission notice, upon return of payment from
the Company, Holder will, within three (3) days of receipt of payment, commence procedures to return the Warrant Shares to the Company.


 




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1.7
Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such shares, all of which taxes and expenses shall be paid by the Company,
and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder. The Company
shall pay all transfer agent fees required for same-day processing of any Notice of Exercise.


 


1.8
Holder’s Exercise Limitations. Unless otherwise agreed in writing by both the Company and the Holder, at no time will the
Holder exercise any amount of this Warrant to purchase Common Stock that would result in the Holder owning more than 4.99% of the Common
Stock outstanding of the Company (the “Beneficial Ownership Limitation”). Upon the written or oral request of Holder,
the Company shall within twenty-four (24) hours confirm orally and in writing to the Holder the number of shares of Common Stock then
outstanding.


 


1.10
Physical Delivery of Warrant Shares. In the event that the Warrant Shares are required by securities laws to contain a restrictive
legend, then the Holder shall be delivered a physical certificate representing the Warrant Shares within ten (10) business days, notwithstanding
anything contained herein in Sections 1.4, 1.5 and 1.6, which sections shall be deemed inapplicable to the Warrant exercise being completed
by the Holder.


 


ARTICLE
2 ADJUSTMENTS


 


2.1
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares
of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this
Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse
stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification (or issues by reorganization)
of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by
a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately
before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event,
and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price
of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 2.1 shall become effective immediately after the
record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination or reclassification (or reorganization).


 




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2.2
Subsequent Equity Sales. If the Company at any time while this Warrant is outstanding, shall sell or grant any option to purchase,
or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase
or other disposition) any Common Stock (including pursuant to the terms of any outstanding securities issued prior to the issuance of
this security (including, but not limited to, warrants, convertible notes, or other agreements)) or any security entitling the holder
thereof (including sales or grants to the Holder) to acquire Common Stock, including, without limitation, any debt, preferred stock,
right, option, warrant or other instrument that is convertible into or exercisable or exchangeable for, or otherwise entitles the holder
thereof to receive, Common Stock (a “Common Stock Equivalent”), at an effective price per share less than the Exercise
Price then in effect (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive
Issuance”) (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall
at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or
otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive
shares of Common Stock at an effective price per share that is less than the Exercise Price, such issuance shall be deemed to have occurred
for less than the Exercise Price on such date of the Dilutive Issuance at such effective price regardless of whether such holder has
received or ever receives shares at such effective price), then simultaneously with the consummation of each Dilutive Issuance the Exercise
Price shall be reduced and only reduced to equal the Base Share Price and consequently the number of Warrant Shares issuable hereunder
shall be increased such that the Aggregate Exercise Amount hereunder, after taking into account the decrease in the Exercise Price, shall
be equal to the Aggregate Exercise Amount prior to such adjustment. Such adjustment shall be made whenever such Common Stock or Common
Stock Equivalents are issued. The Company shall notify the Holder, in writing, no later than the business day following the issuance
or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 2.2, indicating therein the applicable issuance
price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance
Notice”). In addition, the Company and/or its transfer agent shall provide the Holder, whenever the Holder requests at any
time while this Warrant is outstanding, a schedule of all issuances of Common Stock or Common Stock Equivalents since the date of the
Agreement, including the applicable issuance price, or applicable reset price, exchange price, conversion price, exercise price and other
pricing terms. The term issuances shall also include all agreements to issue, or prospectively issue Common Stock or Common Stock Equivalents,
regardless of whether the issuance contemplated by such agreement is consummated. The Company shall notify the Holder in writing of any
issuances within twenty-four (24) hours of such issuance. For purposes of clarification, whether or not the Company provides a Dilutive
Issuance Notice pursuant to this Section 2.2, upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number
of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice
of Exercise. If the Company enters into a Variable Rate Transaction, the Company shall be deemed to have issued Common Stock or Common
Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised. “Variable
Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible
into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion
price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for
the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise
or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon
the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the
Common Stock or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may sell
securities at a future determined price. Notwithstanding anything contained herein to the contrary, the exercise price of this Warrant
and the number of Warrant Shares issuable hereunder shall not be adjusted pursuant to this Section 2.2 (and any other provisions set
forth herein which proports to reset or adjust the terms of: (i) any securities of the Company which are in existence and outstanding
as of the date hereof (“Outstanding Securities”); and (ii) as any conversions with respect to any Outstanding Securities.


 




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2.3
Pro Rata Distributions. If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common
Stock (and not to the Holder) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe
for or purchase any security other than the Common Stock, then in each such case the Exercise Price shall be adjusted by multiplying
the Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution
by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator
shall be such VWAP on such record date less the then per share fair market value at such record date of the portion of such assets or
evidence of indebtedness or rights or warrants so distributed applicable to one outstanding share of the Common Stock as determined by
the Board of Directors in good faith. In either case the adjustments shall be described in a statement provided to the Holder of the
portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such
adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned
above.


 


2.4
Notice to Holder. Whenever the Exercise Price is adjusted pursuant to any provision of this Article 2, the Company shall promptly
notify the Holder (by written notice) setting forth the Exercise Price after such adjustment and any resulting adjustment to the number
of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ARTICLE
3 COMPANY COVENANTS


 


3.1
No Adverse Actions. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including,
without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without
limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable
therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant,
and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body
having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.


 


ARTICLE
4 MISCELLANEOUS


 


4.1
Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant
and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to
or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities
law, except pursuant to sales registered or exempted under the Securities Act.


 


4.2
Transferability. Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder (including,
without limitation, any registration rights) are transferable, in whole or in part, by a written assignment of this Warrant duly executed
by the Holder or its agent or attorney. If necessary to obtain a new warrant for any assignee, the Company, upon surrender of this Warrant,
shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination
or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of
this Warrant not so assigned, and such new Warrants, for purposes of Rule 144, shall tack back to the original date of this Warrant.
The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without
having a new Warrant issued.


 


4.3
Assignability. The Company may not assign this Warrant without prior written consent of the Holder. This Warrant will be binding
upon the Company and its successors, and will inure to the benefit of the Holder and its successors and assigns, and may be assigned
by the Holder to anyone of its choosing without the Company’s approval.


 




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4.4
Notices. Any notice required or permitted hereunder must be in writing and either personally served, sent by facsimile or email
transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission if by facsimile
or email, and if by overnight courier the Business Day after such notice is deposited with the courier service for delivery.


 


4.5
Governing Law, Legal Proceedings, and Arbitration. This Warrant will be governed by, construed
and enforced in accordance with the substantive laws of the State of California, without regard to the conflict of laws principles thereof.



 


Any
action brought by either party against the other arising out of or related to this Warrant, or any other agreements between the parties,
shall be commenced only in the state or federal courts of general jurisdiction located in the State of California, except that all such
disputes between the parties shall be subject to alternative dispute resolution through binding arbitration upon agreement by parties.
The Parties agree that, in connection with any such
arbitration proceeding, each shall submit or file any claim which would constitute a compulsory counterclaim within the same proceeding
as the claim to which it relates. Any such claim that is not submitted or filed in such proceeding shall be waived and such party will
forever be barred from asserting such a claim. The Parties agree to submit to the jurisdiction of such courts or to such arbitration
panel, as the case may be.


 


If
the Investor elects alternative dispute resolution by arbitration, the arbitration proceedings shall be conducted in California and administered
by the American Arbitration Association in accordance with its Commercial Arbitration Rules and Mediation Procedures in effect on the
Initial Issue Date of this Warrant, except as modified by this Warrant. The American Arbitration Association must receive the demand
in writing and signed by both Parties for arbitration prior to the date when the institution of legal or equitable proceedings would
be barred by the applicable statute of limitations, unless legal or equitable proceedings between the parties have already commenced,
and the receipt by the American Arbitration Association of a written demand for arbitration also shall constitute the institution of
legal or equitable proceedings for statute of limitations purposes. The parties shall be entitled to limited discovery at the discretion
of the arbitrator(s) who may, but are not required to, allow depositions. The parties acknowledge that the arbitrators’ subpoena
power is not subject to geographic limitations. The arbitrator(s) shall have the right to award individual relief which he or she deems
proper under the evidence presented and applicable law and consistent with the parties’ rights to, and limitations on, damages
and other relief as expressly set forth in this Warrant. The award and decision of the arbitrator(s) shall be conclusive and binding
on the Parties, and judgment upon the award may be entered in any court of competent jurisdiction. The Investor reserves the right, but
shall have no obligation, to advance the Issuer’s share of the costs, fees and expenses of any arbitration proceeding, including
any arbitrator fees, in order for such arbitration proceeding to take place, and by doing so will not be deemed to have waived or relinquished
its right to seek the recovery of those amounts from the arbitrator, who shall provide for such relief in the final award, in addition
to the costs, fees, and expenses that are otherwise recoverable. The foregoing agreement to arbitrate shall be specifically enforceable
under applicable law in any court having jurisdiction thereof.


 


4.6
Delivery of Process by Holder to the Company. In the event of any action or proceeding by Holder against the Company, and only
by Holder against the Company, service of copies of summons and/or complaint and/or any other process which may be served in any such
action or proceeding may be made by Holder via U.S. Mail, overnight delivery service such as FedEx or UPS, email, fax, or process server
upon mailing or delivering a copy of such process to the Company at its last known address as set forth in its most recent SEC filing.


 




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4.7
No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights
as a stockholder of the Company prior to the exercise hereof as set forth in Section 1.1. So long as this Warrant is unexercised, this
Warrant carries no voting rights and does not convey to the Holder any “control” over the Company, as such term may be interpreted
by the SEC under the Securities Act or the Exchange Act, regardless of whether the price of the Company’s Common Stock exceeds
the Exercise Price.


 


4.8
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of
the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.


 


4.9
Attorney’s Fees. In the event any attorney is employed by either party to this Warrant with regard to any legal or equitable
action, arbitration or other proceeding brought by such party for the enforcement of this Warrant or because of an alleged dispute, breach,
default or misrepresentation in connection with any of the provisions of this Warrant, the prevailing party in such proceeding will be
entitled to recover from the other party reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other
relief to which the prevailing party may be entitled.


 


4.10
Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Warrant, Holder has the right
to have any such opinion provided by its counsel.


 


4.11
Amendment; Waivers. The term “Warrant” and all references thereto, as used throughout this instrument, means this
instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented. No provision of this Warrant
may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and
the Holder, or in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any
default with respect to any provision, condition or requirement of this Warrant shall be deemed to be a continuing waiver in the future
or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission
of any part to exercise any right hereunder in any manner impair the exercise of any such right.


 


4.12
Nonwaiver. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as
a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies.


 


4.13
No Shorting. Holder agrees that so long as this Warrant remains unexercised in whole or in part, Holder will not enter into or
effect any “short sale” of the common stock or hedging transaction which establishes a net short position with respect to
the common stock of the Company. The Company acknowledges and agrees that as of the date of delivery to the Company of a fully and accurately
completed Notice of Exercise, Holder immediately owns the common shares described in the Notice of Exercise and any sale of those shares
issuable under such Notice of Exercise would not be considered short sales.


 


[Remainder
of page intentionally left blank; signature page to follow]


 




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IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above
indicated.


 


	 	COMPANY:
    Pacific Ventures Group, Inc.
	 	 	 
	 	By:
    	 
	 	Name:
    	Shannon
    Masjedi
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	HOLDER:
    LGH INVESTMENTS, LLC
	 	 	 
	 	By:	 
	 	Name:	Lucas
    Hoppel
	 	Title:
    	Managing
    Member


 




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NOTICE
OF EXERCISE


 


To:
Pacific Ventures Group, iNC.


 


(1)
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only
if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


(2)
Payment shall take the form of (check applicable box):


 


[  ]
in lawful money of the United States; or


 


[  ]
the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Section 1.3, to exercise
this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in
Section 1.3.


 


(3)
Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is
specified below:


 


	 	 	 
	 The Warrant Shares shall be delivered to the following DWAC Account Number:



	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 














 













(4)
Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the
Securities Act of 1933, as amended.


 


	[SIGNATURE
    OF HOLDER]	 
	 	 	 
	Name:	 	 
	Date: