Exhibit
10.18


 


NEITHER
THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 


Pacific
Ventures Group, Inc.


CONVERTIBLE
PROMISSORY NOTE


 


	Issuance
    Date: May 20, 2021	Original
    Principal Amount: $550,000.00
	Note
    No. PACV-2	Consideration
    Paid at Close: $500,000.00


 





FOR
VALUE RECEIVED, Pacific Ventures Group, Inc., a Delaware corporation (the “Company”), hereby promises to pay to
the order of LGH Investments, LLC, a Wyoming limited liability company or registered assigns (the “Holder”) the amount
set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise,
the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise
(in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at
the applicable Interest Rate from the date set out above as the Issuance Date (the “Issuance Date”) until the same
becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with
the terms hereof).


 


The
Original Principal Amount is five hundred fifty thousand dollars ($550,000.00) plus accrued and unpaid interest and any other fees. The
Consideration is five hundred thousand dollars ($500,000.00) payable by wire transfer (there exists a fifty thousand dollars ($50,000.00)
original issue discount (the “OID”)). The Holder shall pay five hundred thousand dollars ($500,000.00) of Consideration upon
closing of this Note.


 


(1)
GENERAL TERMS


 


(a)
Payment of Principal. The “Maturity Date” shall be twelve (12) months from the date of closing, as may be extended
at the option of the Holder in the event that, and for so long as, an Event of Default (as defined below) shall not have occurred and
be continuing on the Maturity Date (as may be extended pursuant to this Section 1) or any event shall not have occurred and be continuing
on the Maturity Date (as may be extended pursuant to this Section 1) that with the passage of time and the failure to cure would result
in an Event of Default.


 


(b)
Interest. An interest charge of eight percent (8%) per annum (“Interest Rate”) shall accrue. Interest hereunder
shall be paid on the Maturity Date (or sooner as provided herein) to the Holder or its assignee in whose name this Note is registered
on the records of the Company regarding registration and transfers of Notes in cash or converted into Common Stock at the Conversion
Price provided the Equity Conditions are satisfied.


 




    	 



    	 



    

  


(c)
Security. This Note shall not be secured by any collateral or any assets pledged to the Holder.


 


(d)
Amortization Payments. The Company shall make the following amortization payments in cash to the Holder towards the repayment
of this Note, as provided in the following table:


 


	Payment Date	 	Payment Amount	 
	August 20th, 2021	 	$	66,000.00	 
	September 20th, 2021	 	$	66,000.00	 
	October 20th, 2021	 	$	66,000.00	 
	November 20th, 2021	 	$	66,000.00	 
	December 20th, 2021
 
	 	$	66,000.00	 
	January 20th, 2022
 
	 	$	66,000.00	 
	February 20th, 2022
 
	 	$	66,000.00	 
	March 20th, 2022
 
	 	$	66,000.00	 
	April 20th, 2022
 
	 	$	66,000.00	 
	May 20th, 2022
 
	 	$	66,000.00	 




 


(2)
EVENTS OF DEFAULT.


 


(a)
An “Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether
it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any
order, rule or regulation of any administrative or governmental body):


 


(i)
The Company’s failure to pay to the Holder any amount of Principal, Interest, or other amounts when and as due under this Note
(including, without limitation, the Company’s failure to pay any redemption payments or amounts hereunder);


 


(ii)
A Conversion Failure as defined in section 3(b)(ii)


 


(iii)
The Company or any subsidiary of the Company shall commence, or there shall be commenced against the Company or any subsidiary of the
Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or
any subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company
or any subsidiary of the Company or there is commenced against the Company or any subsidiary of the Company any such bankruptcy, insolvency
or other proceeding which remains undismissed for a period of 61 days; or the Company or any subsidiary of the Company is adjudicated
insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company or any
subsidiary of the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or any substantial
part of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company or any subsidiary of
the Company makes a general assignment for the benefit of creditors; or the Company or any subsidiary of the Company shall fail to pay,
or, except as previously disclosed in the Company’s filings with the Securities and Exchange Commission, shall state that it is
unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company or any subsidiary of the Company shall
by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate
or other action is taken by the Company or any subsidiary of the Company for the purpose of effecting any of the foregoing;


 




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(iv)
Except as previously disclosed in the Company’s filings with the Securities and Exchange Commission, the Company or any subsidiary
of the Company shall default in any of its obligations under any other Note or any mortgage, credit agreement or other facility, indenture
agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced any
indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the Company or any subsidiary of
the Company in an amount exceeding $50,000, whether such indebtedness now exists or shall hereafter be created; and


 


(v)
The Common Stock is suspended or delisted for trading on the Over the Counter OTCQB Venture Marketplace or OTCPink Open Marketplace (the
“Primary Market”).


 


(vi)
The Company loses its ability to deliver shares via “DWAC/FAST” electronic transfer.


 


(vii)
The Company loses its status as “DTC Eligible.”


 


(viii)
The Company shall become late or delinquent in its filing requirements as a fully-reporting issuer registered with the Securities &
Exchange Commission.


 


(ix)
The Company shall fail to reserve and keep available out of its authorized Common Stock a number of shares equal to at least 2 (two)
times the full number of shares of Common Stock issuable for the conversion of all outstanding amounts under this Note.


 


(b)
Upon the occurrence of any Event of Default that has not been cured within five calendar days from the date of the Event of Default (a
“Cure Failure”), the Outstanding Balance shall immediately increase to 135% of the Outstanding Balance immediately prior
to the occurrence of the Event of Default (the “Default Effect”). The Default Effect shall automatically apply upon the occurrence
of an Event of Default without the need for any party to give any notice or take any other action. Upon the occurrence of any Event of
Default, the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations
hereunder, an amount equal to the Outstanding Balance, all without demand, presentment or notice, all of which hereby are expressly waived,
together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise
all other rights and remedies available at law or in equity.


 


(3)
CONVERSION OF NOTE. The Holder shall have the right, but not the obligation, to convert the Outstanding Balance into shares of
the Company’s Common Stock, on the terms and conditions set forth in this Section 3.


 


(a)
Conversion Right. Subject to the provisions of Section 3(c), at any time or times, the Holder shall be entitled to convert any
portion of the outstanding and unpaid Conversion Amount (as defined below) into fully paid and nonassessable shares of Common Stock in
accordance with Section 3(b), at the Conversion Price (as defined below). The number of shares of Common Stock issuable upon conversion
of any Conversion Amount pursuant to this Section 3(a) shall be equal to the quotient of dividing the Conversion Amount by the Conversion
Price. The Company shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance
of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share.
The Company shall pay any and all transfer agent fees, legal fees, costs and any other fees or costs that may be incurred or charged
in connection with the issuance of shares of the Company’s Common Stock to the Holder arising out of or relating to the conversion
of this Note.


 


(i)
“Conversion Amount” means the portion of the Original Principal Amount and Interest to be converted, plus any penalties,
redeemed or otherwise with respect to which this determination is being made.


 




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(ii)
“Conversion Price” shall equal $0.35 (thirty-five) cents, subject to adjustment as provided in this Note.


 


(b)
Mechanics of Conversion.


 


(i)
Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”),
the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on
such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the “Conversion Notice”)
to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the “Share Delivery
Date”), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then
existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating
in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate
number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account
with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated
Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the
name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates
shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and
the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company
shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note
and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or
Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the
record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.


 


(ii)
Company’s Failure to Timely Convert. If within two (2) Trading Days after the Company’s receipt of the facsimile or
email copy of a Conversion Notice the Company shall fail to issue and deliver to Holder via “DWAC/FAST” electronic transfer
the number of shares of Common Stock to which the Holder is entitled upon such holder’s conversion of any Conversion Amount (a
“Conversion Failure”), the Original Principal Amount of the Note shall increase by $500.00 per day until the Company
issues and delivers a certificate to the Holder or credit the Holder’s balance account with DTC for the number of shares of Common
Stock to which the Holder is entitled upon such holder’s conversion of any Conversion Amount (under Holder’s and Company’s
expectation that any damages will tack back to the Issuance Date). Company will not be subject to any penalties once its transfer
agent processes the shares to the DWAC system. If the Company fails to deliver shares in accordance with the timeframe stated in
this Section, resulting in a Conversion Failure, the Holder, at any time prior to selling all of those shares, may rescind any portion,
in whole or in part, of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned
to the Outstanding Balance with the rescinded conversion shares returned to the Company (under Holder’s and Company’s expectations
that any returned conversion amounts will tack back to the original date of the Note).


 





(iii)
Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance
with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion
Amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice
may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company
shall maintain records showing the Principal and Interest converted and the dates of such conversions or shall use such other method,
reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. Upon payment
of the Principal Amount then due and outstanding and all accrued interest, the Holder shall provide the Company with a letter setting
forth that the Company’s obligations under this Note have been satisfied in their entirety and the date such satisfaction occurred.


 




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(c)
Limitations on Conversions or Trading.


 


(i) Beneficial
Ownership. The Company shall not effect any conversions of this Note and the Holder shall not have the right to convert any
portion of this Note or receive shares of Common Stock as payment of interest hereunder to the extent that after giving effect to
such conversion or receipt of such interest payment, the Holder, together with any affiliate thereof, would beneficially own (as
determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the
number of shares of Common Stock outstanding immediately after giving effect to such conversion or receipt of shares as payment of
interest. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at the
time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of
4.99% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the
Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in
this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation
contained in this Section applies, the determination of which portion of the principal amount of this Note is convertible shall be
the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount of this Note
that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result in the issuance in
excess of the permitted amount hereunder, the Company shall notify the Holder of this fact and shall honor the conversion for the
maximum principal amount permitted to be converted on such Conversion Date in accordance with Section 3(a) and, any principal amount
tendered for conversion in excess of the permitted amount hereunder shall remain outstanding under this Note. In the event that the
Market Capitalization of the Company falls below $2,500,000.00, the term “4.99%” above shall be permanently replaced
with “9.99%”. “Market Capitalization” shall be defined as the product of (a) the closing price of the Common
Stock of the Common stock multiplied by (b) the number of shares of Common Stock outstanding as reported on the Company’s most
recently filed Form 10-K or Form 10-Q. The provisions of this Section may be waived by Holder upon not less than sixty-five (65)
days prior written notification to the Company.


 


(ii)
Capitalization. So long as this as this Note is outstanding, upon written request of the Holder, the Company shall furnish to
the Holder the then-current number of common shares issued and outstanding, the then-current number of common shares authorized, and
the then-current number of shares reserved for third parties.


 


(d)
Other Provisions.


 


(i)
Share Reservation. The Company shall at all times reserve and keep available out of its authorized Common Stock a number of shares
equal to at least two (2) times the full number of shares of Common Stock issuable upon conversion of all outstanding amounts under this
Note; and within three (3) Business Days following the receipt by the Company of a Holder’s notice that such minimum number of
shares of Common Stock is not so reserved, the Company shall promptly reserve a sufficient number of shares of Common Stock to comply
with such requirement. The Company will initially reserve at least 3,000,000 shares of Common Stock for conversion without penalty.


 


(ii)
Prepayment. The Company may prepay this Note at any time without penalty. If the Holder has previously provided a notice of conversion
to the Company, the Company may not prepay any of the amounts included in the notice of conversion.


 


(iii)
All calculations under this Section 3 shall be rounded up to the nearest $0.00001 or whole share.


 




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(iv)
Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 2 herein
for the Company’s failure to deliver certificates representing shares of Common Stock upon conversion within the period specified
herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief, in each case without the need to post a bond or provide other security. The
exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under
applicable law.


 


(v)
Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Company or any of its subsidiaries of
any debt that contains any term more favorable to the holder of such security or with a term in favor of the holder of such security
that was not similarly provided to the Holder in this Note, then the Company shall notify the Holder of such additional or more favorable
term and such term, at Holder’s option, shall become a part of the transaction documents with the Holder. The types of terms contained
in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion
discounts, conversion lookback periods, interest rates, original issue discounts, stock sale price, private placement price per share,
and warrant coverage. Financings in which the Company receives net proceeds of one million dollars or greater are excluded from the Terms
of Future Financings. Notwithstanding anything contained herein to the contrary, the conversion price of this Note shall not be adjusted
pursuant to this Section (and any other term contained herein which proports to reset or adjust the conversion price) on the basis of
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.


 


(4)
REISSUANCE OF THIS NOTE.


 


(e)
Assignability. The Company may not assign this Note. This Note 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 Company’s
approval.


 


(f)
Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder
to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute
and deliver to the Holder a new Note representing the outstanding Principal.


 


(5)
NOTICES. Any notice required or permitted hereunder 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 e-mail to an executive officer, or by
confirmed facsimile,


 


(b)
the fifth Trading Day after deposit, postage prepaid, in the United States Postal Service by registered or certified mail, or


 


(c)
the third Trading Day after mailing by domestic or international express courier, 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 ten (10) calendar days’ advance written notice similarly given to each of the other parties hereto):


 




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The
addresses for such communications shall be:


 


If
to the Company, to:


 


Pacific
Ventures Group, Inc.


ATTN:
Shannon Masjedi


117
West 9th Street


Suite
316


Los
Angeles, CA 90015


Shannon@pacvgroup.com


 


If
to the Holder:


 


Lucas
Hoppel


Phone:
858-232-5110


Email:
Luke@LGHInvestments.com


 


(6)
APPLICABLE LAW AND VENUE. This Note shall be governed by and construed in accordance with the laws of the State of California,
without giving effect to conflicts of laws thereof. Any action brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the state courts of California or in the federal courts located in the city of
San Diego, in the State of California. Both parties and the individuals signing this Agreement agree to submit to the jurisdiction of
such courts.


 


(7)
WAIVER. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon
strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right
thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.


 


(8)
LIQUIDATED DAMAGES. Holder and Company agree that in the event Company fails to comply with any of the terms or provisions of
this Note, Holder’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’
inability to predict future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Holder
and Company agree that any fees, balance adjustments, default interest or other charges assessed under this Note are not penalties but
instead are intended by the parties to be, and shall be deemed, liquidated damages (under Holder’s and Company’s expectations
that any such liquidated damages will tack back to the Closing Date for purposes of determining the holding period under Rule 144).


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the Company has caused this Convertible Note to be duly executed by a duly authorized officer as of the date set
forth above.


 


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


 


[Signature
Page to Note No. PACV-2]


 




    	 



    	 



    

 


EXHIBIT
A


 


CONVERSION
NOTICE


 


The
undersigned hereby elects to convert a portion of the [              ]
Convertible Note issued to LGH Investments, LLC on [              ]
into Shares of Common Stock of [               ]according
to the conditions set forth in such Note as of the date written below.


 


By
accepting this notice of conversion, you are acknowledging that the number of shares to be delivered represents less than ten percent
(8%) of the common stock outstanding. If the number of shares to be delivered represents more than 9.99% of the common stock outstanding,
this conversion notice shall immediately automatically extinguish and debenture Holder must be immediately notified.


 


	Date
    of Conversion:		 
	Conversion
    Amount: 	 	 
	Conversion
    Price:	 	 
	Shares
    to be Delivered: 	 	 
	 	 	 
	Shares
    delivered in name of: 	 	 
	 	 	 
	LGH
    Investments, LLC	 	 


 


	Signature: