Exhibit
10.13


 


SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated and effective as of December __, 2019 (the “Effective
Date”), by and between PACIFIC VENTURES GROUP, INC., a corporation incorporated under the laws of the State of Delaware
(referred to herein as the “Company”), and TCA SPECIAL SITUATIONS CREDIT STRATEGIES ICAV, an Irish collective
asset vehicle (the “Buyer”).


 


WHEREAS,
Buyer desires to purchase, (i) for the total purchase price of One Million Five Hundred Thousand No/100 United States Dollars
($1,500,000.00) from the Company, and the Company desires to sell and issue to Buyer, upon the terms and subject to the conditions
contained herein, a senior secured, redeemable debenture in the amount of One Million Five Hundred Thousand No/100 United States
Dollars ($1,500,000.00) (the “Asset Purchase Debenture”), and (ii) for the total purchase price of One Million
Five Hundred Thousand No/100 United States Dollars ($1,500,000.00) from the Company, and the Company desires to sell and issue
to Buyer, upon the terms and subject to the conditions contained herein, a senior secured, redeemable debenture in the amount
of One Million Five Hundred Thousand No/100 United States Dollars ($1,500,000.00) (the “Working Capital Debenture”,
together with the Asset Purchase Debenture, the “Initial Debentures” and together with any other debentures
sold hereunder, the “Debentures” each in the form attached hereto as Exhibit A) (the “First
Closing”); additionally, debentures in amounts Buyer and the Company may mutually agree upon may be purchased in additional
closings as set forth in Section 4.2 below (the “Additional Closings”) (each of the First Closing and the Additional
Closings, if any, are sometimes hereinafter individually referred to as a “Closing” and collectively as the
“Closings”), all subject to the terms and provisions hereinafter set forth;


 


WHEREAS,
the Company, Seaport Group Enterprises, LLC, a limited liability company organized and existing under the laws of the State of
California (“Seaport” and a “Guarantor”), TCA Royalty Foods I, LLC, a limited liability
company organized and existing under the laws of the State of Florida (“TCA Royalty”, and a “Guarantor”),
Snobar Holdings, Inc., a corporation incorporated under the laws of the State of Delaware (“Snobar Holdings”,
and a “Guarantor”), Snobar Trust (“Snobar Trust”, and a “Guarantor”),
International Production Impex Corp., a corporation incorporated under the laws of the State of California (“Impex”,
and a “Guarantor”), and MAS Global Distributors, Inc., a corporation incorporated under the laws of the State
of California (“MAS Global”, a “Guarantor”, together with Seaport, TCA Royalty, Snobar Holdings,
Snobar Trust and Impex, the “Corporate Guarantors” and together with the Company and any other person or entity
to hereafter become a guarantor or party hereunder, collectively, the “Credit Parties”), have each agreed to
secure all of the Company’s Obligations to Buyer under the Debentures, this Agreement and all other Transaction Documents
by granting to the Buyer an unconditional and continuing security interest in all of the assets and properties of the Company
and the Guarantors, whether now existing or hereafter acquired, pursuant to those certain Security Agreements, each dated as of
the date hereof (in the forms attached hereto as Exhibit B, the “Security Agreements”);


 




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WHEREAS,
the Guarantors will receive a substantial benefit from the Buyer’s purchase of the Debentures and, as such, have agreed
to guarantee all of the Obligations of the Buyer under the Debentures, this Agreement and all other Transaction Documents pursuant
to that certain Guaranty Agreement, dated as of the date hereof (in the form attached hereto as Exhibit C, the “Guaranty
Agreement”); and


 


WHEREAS,
as security for the payment and performance of any and all of the Company’s Obligations to Buyer under the Debentures, this
Agreement and all other Transaction Documents, the Pledgor (as defined herein) has agreed to execute those certain Pledge Agreements
in favor of Buyer, whereby the Pledgor shall each pledge to the Buyer all of such Pledgor’s right, title and interest in
and to, and provide a first priority/pari passu lien and security interest on, certain issued and outstanding shares of capital
stock or membership interests, as applicable, of the Pledged Companies, dated as of the date hereof (in the form attached hereto
as Exhibit D, the “Pledge Agreements”).


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants of the parties hereinafter expressed and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound,
agree as follows:


 


ARTICLE
I


RECITALS,
EXHIBITS, SCHEDULES


 


The
foregoing recitals are true and correct and, together with the Schedules and Exhibits referred to hereafter, are hereby incorporated
into this Agreement by this reference.


 


ARTICLE
II


DEFINITIONS


 


For
purposes of this Agreement, except as otherwise expressly provided or otherwise defined elsewhere in this Agreement, or unless
the context otherwise requires, the capitalized terms in this Agreement shall have the meanings assigned to them in this Article
as follows:


 


2.1 “Affiliate”
means, with respect to a Person, any other Person directly or indirectly controlling, controlled by, or under common control with,
such Person at any time during the period for which the determination of affiliation is being made. For purposes of this definition,
the term “control,” “controlling,” “controlled” and words of similar
import, when used in this context, means, with respect to any Person, the possession, directly or indirectly, of the power to
direct, or cause the direction of, management policies of such Person, whether through the ownership of voting securities, by
contract or otherwise.


 


2.2 “Affirmation
and Compliance Certificate” means that certain affirmation and compliance certificate executed by an officer of the
Company in the form attached hereto as Exhibit E.


 


2.3 “Assets”
means all of the properties and assets of the Person in question, as the context may so require, whether real, personal or mixed,
tangible or intangible, wherever located, whether now owned or hereafter acquired.


 




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2.4 “Business
Day” shall mean any day other than a Saturday, Sunday or a legal holiday on which federal banks are authorized or required
to be closed for the conduct of commercial banking business.


 


2.5 “Capital
Lease” shall mean, as to any Person, a lease of any interest in any kind of property or asset, whether real, personal
or mixed, or tangible or intangible, by such Person as lessee that is, or should be, in accordance with Financial Accounting Standards
Board Statement No. 13, as amended from time to time, or, if such Statement is not then in effect, such statement of GAAP as may
be applicable, recorded as a “capital lease” on the balance sheets of any Credit Party prepared in accordance with
GAAP.


 


2.6 “Claims”
means any Proceedings, Judgments, Obligations, threats, losses, damages, deficiencies, settlements, assessments, charges, costs
and expenses of any nature or kind.


 


2.7 “Collateral”
shall have the meaning given to it in the Security Agreements.


 


2.8 “Consent”
means any consent, approval, order or authorization of, or any declaration, filing or registration with, or any application or
report to, or any waiver by, or any other action (whether similar or dissimilar to any of the foregoing) of, by or with, any Person,
which is necessary in order to take a specified action or actions, in a specified manner and/or to achieve a specific result.


 


2.9 “Contract”
means any written or oral contract, agreement, order or commitment of any nature whatsoever, including, any sales order, purchase
order, lease, sublease, license agreement, services agreement, loan agreement, mortgage, security agreement, guarantee, management
contract, employment agreement, consulting agreement, partnership agreement, shareholders agreement, buy-sell agreement, option,
warrant, debenture, subscription, call or put.


 


2.10 “Credit
Party(ies)” shall have the meaning given to it in the recitals hereof.


 


2.11 “Debentures”
shall have the meaning given to it in the preamble hereof.


 


2.12 “Effective
Date” means the date so defined in the introductory paragraph of this Agreement.


 


2.13 “Encumbrance”
means any lien, security interest, pledge, mortgage, easement, leasehold, assessment, tax, covenant, restriction, reservation,
conditional sale, prior assignment, or any other encumbrance, claim, burden or charge of any nature whatsoever.


 


2.14 “Environmental
Requirements” means all Laws and requirements relating to human health, safety or protection of the environment or to
emissions, discharges, releases or threatened releases of pollutants, contaminants, or Hazardous Materials in the environment
(including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata), or otherwise relating
to the treatment, storage, disposal, transport or handling of any Hazardous Materials.


 




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2.15 “Equity
Issuance” shall have the meaning give to it Section 4.4.


 


2.16 “GAAP”
means generally accepted accounting principles, methods and practices set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants, and statements and pronouncements of the Financial
Accounting Standards Board, or of such other Person as may be approved by a significant segment of the U.S. accounting profession,
in each case as of the date or period at issue, and as applied in the U.S. to U.S. Company.


 


2.17 “Governmental
Authority” means any foreign, federal, state or local government, or any political subdivision thereof, or any court,
agency or other body, organization, group, stock market or exchange exercising any executive, legislative, judicial, quasi-judicial,
regulatory or administrative function of government.


 


2.18 “Guaranty
Agreement” shall have the meaning given to it in the recitals hereof.


 


2.19 “Guarantors”
shall have the meaning given to it in the recitals hereof.


 


2.20 “Hazardous
Materials” means: (i) any chemicals, materials, substances or wastes which are now or hereafter become defined as or
included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,”
“extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic
pollutants” or words of similar import, under any Law; and (iii) any other chemical, material, substance, or waste, exposure
to which is now or hereafter prohibited, limited or regulated by any Governmental Authority.


 


2.21 “Judgment”
means any order, writ, injunction, fine, citation, award, decree, or any other judgment of any nature whatsoever of any Governmental
Authority.


 


2.22 “Law”
means any provision of any law, statute, ordinance, code, constitution, charter, treaty, rule or regulation of any Governmental
Authority.


 


2.23 “Leases”
means all leases for real or personal property.


 


2.24 “Lien”
shall mean, with respect to any Person, any mortgage, pledge, hypothecation, judgment lien or similar legal process, title retention
lien, or other lien, security interest or encumbrance of any nature or kind granted by such Person or arising by judicial process
or otherwise, including the interest of a vendor under any conditional sale or other title retention agreement and the interest
of a lessor under a lease of any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible,
by such Person as lessee that is, or should be, a Capital Lease on the balance sheet of such Person prepared in accordance with
GAAP.


 




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2.25 “Material
Adverse Effect” shall mean: (i) a material adverse change in, or a material adverse effect upon, the Assets, business,
prospects, properties, or financial condition of the Company; (ii) a material impairment of the ability of the Company to perform
any of its Obligations under any of the Transaction Documents; (iii) a material adverse effect on: (A) any material portion of
the “Collateral” (as such term is defined in the Security Agreements); (B) the legality, validity, binding effect
or enforceability against the Credit Parties of any of the Transaction Documents; (C) the perfection or priority of any Encumbrance
granted to Buyer under any Transaction Documents; or (D) the rights or remedies of the Buyer under any of the Transaction Documents.
For purposes of determining whether any of the foregoing changes, effects, impairments, or other events have occurred, such determination
shall be made by Buyer, in its reasonably exercised, discretion.


 


2.26 “Material
Contract” shall mean any Contract to which the Company is a party or by which the Company or any of its Assets are bound
and which: (i) must be disclosed to any Governmental Authority or any other laws, rules or regulations of any Governmental Authority;
(ii) involves aggregate payments of One Hundred Thousand Dollars ($100,000) or more to or from the Company; (iii) involves delivery,
purchase, licensing or provision, by or to the Company, of any goods, services, assets or other items having a value (or potential
value) over the term of such Contract of One Hundred Thousand Dollars ($100,000) or more or is otherwise material to the conduct
of the Company’s business as now conducted and as contemplated to be conducted in the future; (iii) involves a Credit Party
Lease; (iv) imposes any guaranty, surety or indemnification obligations on the Company; or (v) prohibits the Company from engaging
in any business or competing anywhere in the world.


 


2.27 “Obligation”
means, now existing or in the future, any debt, liability or obligation of any nature whatsoever (including any required performance
of any covenants or agreements), whether secured, unsecured, recourse, nonrecourse, liquidated, unliquidated, accrued, voluntary
or involuntary, direct or indirect, absolute, fixed, contingent, ascertained, unascertained, known, unknown, whether or not jointly
owed with others, whether or not from time to time decreased or extinguished and later decreased, created or incurred, or obligations
existing or incurred under this Agreement, the Debentures or any other Transaction Documents, or any other agreement between any
of the Credit Parties and the Buyer, as such obligations may be amended, supplemented, converted, extended or modified from time
to time.


 


2.28 “Ordinary
Course of Business” means the ordinary course of business of the Person in question, consistent with past custom and
practice (including with respect to quantity, quality and frequency).


 


2.29 “Permit”
means any license, permit, approval, waiver, order, authorization, right or privilege of any nature whatsoever, granted, issued,
approved or allowed by any Governmental Authority.


 




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2.30 (uuu) “Permitted
Liens” shall mean: (i) Liens for Taxes, assessments or other governmental charges not at the time delinquent or thereafter
payable without penalty or being contested in good faith by appropriate proceedings and, in each case, for which adequate reserves
are maintained in accordance with GAAP and in respect of which no Lien has been filed; (ii) Liens of carriers, warehousemen, mechanics
and materialmen arising in the Ordinary Course of Business; (iii) Liens in the form of deposits or pledges incurred in connection
with worker’s compensation, unemployment compensation and other types of Social Security (excluding Liens arising under
ERISA or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested
in good faith by appropriate Proceedings and not involving any advances or borrowed money or the deferred purchase price of property
or services, which do not in the aggregate materially detract from the value of the property or assets of the Credit Parties taken
as a whole or materially impair the use thereof in the operation of the Credit Parties’ business and, in each case, for
which adequate reserves are maintained in accordance with GAAP and in respect of which no Lien has been filed; (iv) Liens described
in the Financial Statements and acceptable to Buyer in its sole and absolute discretion, and the replacement, extension or renewal
of any such Lien upon or in the same property subject thereto arising out of the extension, renewal or replacement of the indebtedness
secured thereby (without a material increase in the amount thereof and without expansion of such Liens upon any other property);
(v) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding One Hundred Thousand and No/100 United
States Dollars (US$100,000.00) arising in connection with court Proceedings, provided the execution or other enforcement of such
Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate Proceedings,
and only to the extent such judgments or awards do not otherwise constitute an Event of Default; (vi) zoning and similar restrictions
on the use of property and easements, rights of way, restrictions, minor defects or irregularities in title and other similar
Liens not interfering in any material respect with the ordinary conduct of the business of the Credit Parties; (vii) Liens arising
in connection with Capital Leases (and attaching only to the property being leased); (viii) Liens that constitute purchase money
security interests on any property securing indebtedness incurred for the purpose of financing all or any part of the cost of
acquiring such property, provided that any such Lien attaches to such property within sixty (60) days of the acquisition thereof
and attaches solely to the property so acquired; (ix) Liens granted to Buyer hereunder and under the Transaction Documents; (x)
any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or non-exclusive license permitted by this
Agreement; (xi) Liens arising from precautionary UCC financing statements filed under any lease permitted by this Agreement; (xii)
banker’s Liens and rights of set-off of financial institutions arising in connection with items deposited in accounts maintained
at such financial institutions and subsequently unpaid and unpaid fees and expenses that are charged to the Credit Parties by
such financial institutions in the Ordinary Course of Business of the maintenance and operation of such accounts, (xiii) Liens
created under the Prior Credit Agreement and under any “Loan Document” as defined in the Prior Credit Agreement, and
(xiv) restrictions on the Assets of the Credit Parties as imposed by Law and/or a Governmental Authority because of the nature
of the businesses of the Credit Parties.


 


2.31 “Person”
means any individual, sole proprietorship, joint venture, partnership, company, corporation, association, cooperation, trust,
estate, Governmental Authority, or any other entity of any nature whatsoever.


 


2.32 “Pledge
Agreements” shall have the meaning given to it in the recitals hereof.


 


2.33 “Pledged
Companies” shall mean Seaport and TCA Royalty.


 




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2.34 “Pledgor”
shall mean the Company.


 


2.35 “PNC
Purchase Agreement” shall mean that certain Asset Purchase Agreement, dated as of August 15, 2019, among Seaport, PNC,
Inc., a California corporation, and Peter Camarda and Nancy Carmada, as amended by that certain amendment thereto dated as of
December __, 2019, and as further amended, supplemented and restated from time to time.


 


2.36 “Prior
Credit Agreement” shall mean that certain Senior Secured Credit Facility Agreement, dated as of June 30, 2017 and effective
as of April 26, 2018, by and among the Company and TCA Royalty Foods I, LLC (formerly known as Royalty Food Partners, LLC), as
borrowers, Snobar Holdings, Inc., Snobar Trust, International Production Impex Corp., and MAS Global Distributors, Inc., as joint
and several guarantors, and the Buyer, as lender, as amended by that first amendment thereto, dated as of July 26, 2018, that
second amendment thereto, dated as of November 8, 2019, and as further amended, supplemented and restated from time to time.


 


2.37 “Proceeding”
means any demand, claim, suit, action, litigation, investigation, audit, study, arbitration, administrative hearing, or any other
proceeding of any nature whatsoever.


 


2.38 “Real
Property” means any real estate, land, building, structure, improvement, fixture or other real property of any nature
whatsoever, including, but not limited to, fee and leasehold interests.


 


2.39 “Securities”
means the Debentures.


 


2.40 “Securities
Act” shall mean the Securities Act of 1933, as amended.


 


2.41 “Security
Agreements” shall have the meaning given to it in the recitals hereof.


 


2.42 “Tax”
means (i) any foreign, federal, state or local income, profits, gross receipts, franchise, sales, use, occupancy, general property,
real property, personal property, intangible property, transfer, fuel, excise, accumulated earnings, personal holding company,
unemployment compensation, social security, withholding taxes, payroll taxes, or any other tax of any nature whatsoever, (ii)
any foreign, federal, state or local organization fee, qualification fee, annual report fee, filing fee, occupation fee, assessment,
rent, or any other fee or charge of any nature whatsoever, or (iii) any deficiency, interest or penalty imposed with respect to
any of the foregoing.


 


2.43 “Tax
Return” means any tax return, filing, declaration, information statement or other form or document required to be filed
in connection with or with respect to any Tax.


 


2.44 “Transaction
Documents” means this Agreement any and all documents or instruments executed or to be executed by any Credit Party
in connection with this Agreement, including the Debentures, the Security Agreements, the Guaranty Agreements, the Use of Proceeds
Confirmation, the Pledge Agreements, , and the Validity Certificates, together with all modifications, amendments, extensions,
future advances, renewals, and substitutions thereof.


 




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2.45 “Use
of Proceeds Confirmation” means that certain use of proceeds confirmation executed by an officer of the Company in the
form attached hereto as Exhibit F.


 


2.46 “Validity
Certificate(s)” shall mean those certain validity certificates executed by Shannon Masjedi, an officer and director
of the Credit Parties, in the form of which is attached hereto as Exhibit G. 


 


 


ARTICLE
III


INTERPRETATION


 


In
this Agreement, unless the express context otherwise requires: (i) the words “herein,” “hereof” and “hereunder”
and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) references
to the words “Article” or “Section” refer to the respective Articles and Sections of this Agreement, and
references to “Exhibit” or “Schedule” refer to the respective Exhibits and Schedules annexed hereto; (iii)
references to a “party” mean a party to this Agreement and include references to such party’s permitted successors
and permitted assigns; (iv) references to a “third party” mean a Person not a party to this Agreement; (v) references
to the words “share” or “shareholder”, if in reference to the Company, shall refer to “units”
or “unitholder” respectively and (v) the terms “dollars” and “$” means U.S. dollars; (vi)
wherever the word “include,” “includes” or “including” is used in this Agreement, it will
be deemed to be followed by the words “without limitation”.


 


This
Agreement is a commercial lending and financial services agreement and pre-supposes that each of the Credit Parties is sophisticated
commercial entity or actor, together with their principals, officers, and beneficiaries. Each provision of this Agreement is subject
to negotiation because each provision represents a monetary value. All provisions should be read and understood, and special attention
should be paid to those provisions in bold or all-caps.


 


ARTICLE
IV


PURCHASE
AND SALE OF DEBENTURES


 


4.1 Purchase
and Sale of Debentures. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Buyer agrees
to purchase, at each Closing, and Company agrees to sell and issue to Buyer, at each Closing, Debentures in the amount of the
purchase price applicable to each Closing as more specifically set forth below.


 


4.2 Closing
Dates. The First Closing of the purchase and sale of the Debentures shall be for Three Million Thousand and No/100 United
States Dollars ($3,000,000.00), and shall take place on the Effective Date, subject to satisfaction of the conditions to the First
Closing set forth in this Agreement (the “First Closing Date”). Additional Closings of the purchase and sale
of the Debentures shall be at such times and for such amounts as determined in accordance with Section 4.4 below, subject
to satisfaction of the conditions to the Additional Closings set forth in this Agreement (the “Additional Closing Dates”)
(collectively, with the First Closing Date, referred to as the “Closing Dates”). The Closings shall occur on
the respective Closing Dates in Wyoming, at the offices of Lucosky Brookman LLP, counsel to Buyer, or in such other manner as
is mutually agreed to by the Company and the Buyer.


 




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4.3 Form
of Payment. Subject to the satisfaction of the terms and conditions of this Agreement, on each Closing Date: (i) the Buyer
shall deliver to the Company, to an account designated by the Company, the aggregate proceeds for the Debentures to be issued
and sold to Buyer at each such Closing, minus the fees to be paid directly from the proceeds of each such Closing as set forth
in this Agreement, in the form of wire transfers of immediately available U.S. dollars; and (ii) the Company shall deliver to
Buyer the Securities which Buyer is purchasing hereunder at each Closing, duly executed on behalf of the Company, together with
any other documents required to be delivered pursuant to this Agreement.


 


4.4 Additional
Closings. At any time after the First Closing but prior to the maturity date of any of the Debentures issued in the First
Closing, the Company may request that Buyer purchase additional Debentures hereunder in Additional Closings by written notice
to Buyer, and, subject to the conditions below, Buyer shall purchase such additional Debentures in such amounts and at such times
as Buyer and the Company may mutually agree, so long as no “Event of Default” (as such term is defined in any of the
Transaction Documents) shall have occurred or be continuing under this Agreement or any other Transaction Documents and which
has not been waived by the Buyer, and no event shall have occurred that, with the passage of time, the giving of notice, or both,
would constitute a default or an Event of Default hereunder or thereunder; and (ii) any additional purchase of Debentures beyond
the purchase of Debentures at the First Closing shall have been approved by Buyer, which approval may be given or withheld in
Buyer’s sole and absolute discretion. Notwithstanding the foregoing, the Company expects to conduct an offering of its common
stock within ninety (90) days of the Effective Date (the “Equity Offering”). It is anticipated that the proceeds
of the Equity Offering shall be sufficient for the Company (i) to pay all of the then outstanding Obligations under the Transaction
Documents, (ii) to pay all of the then outstanding “Obligations” (as defined in the Prior Credit Agreement), and/or
(iii) to fund to Seaport those amounts that will be owing by Seaport under Section 2.4(c) of the PNC Purchase Agreement. In the
event that the proceeds of the Equity Offering are not sufficient to fund to Seaport the amounts owing under Section 2.4(c) of
the PNC Purchase Agreement, upon the request of the Company and so long as no default or “Event of Default” (as such
term is defined in any of the Transaction Documents) shall have occurred or be continuing under this Agreement or any other Transaction
Documents which has not been waived by the Buyer, and no event shall have occurred that, with the passage of time, the giving
of notice, or both, would constitute a default or an Event of Default hereunder or thereunder, the Buyer agrees to purchase a
Debenture from the Company on the date that is ninety (90) days from the Effective Date in an amount sufficient to satisfy the
obligations of Seaport under Section 2.4(c) of the PNC Purchase Agreement.


 




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ARTICLE
V


BUYER’S
REPRESENTATIONS AND WARRANTIES


 


Buyer
represents and warrants to the Company, that:


 


5.1 Investment
Purpose. Buyer is acquiring the Securities 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.


 


5.2 Accredited
Buyer Status. Buyer is an “accredited investor” as that term is defined in Rule 501 of Regulation D, as promulgated
under the Securities Act of 1933.


 


5.3 Reliance
on Exemptions. Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from
the registration requirements of United States federal and state securities laws and that the Company are relying in part upon
the truth and accuracy of, and Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and
understandings of Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of Buyer
to acquire the Securities.


 


5.4 Information.
Buyer and its advisors, if any, have been furnished with all materials they have requested relating to the business, finances
and operations of the Company and information Buyer deemed material to making an informed investment decision regarding its purchase
of the Securities. Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company and their
management. Neither such inquiries, nor any materials provided to Buyer, nor any other due diligence investigations conducted
by Buyer or its advisors, if any, or its representatives, shall modify, amend or affect Buyer’s right to fully rely on the
Company’s representations and warranties contained in Article VI below. Buyer understands that its investment in the Securities
involves a high degree of risk. Buyer is in a position regarding the Company, which, based upon economic bargaining power, enabled
and enables Buyer to obtain information from the Company in order to evaluate the merits and risks of this investment. Buyer has
sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect
to its acquisition of the Securities.


 


5.5 No
Governmental Review. Buyer understands that no United States federal or state Governmental Authority has passed on or made
any recommendation or endorsement of the Securities, or the fairness or suitability of the investment in the Securities, nor have
such Governmental Authorities passed upon or endorsed the merits of the offering of the Securities.


 


5.6 Authorization,
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of Buyer, meaning it has
been authorized, executed and delivered by an agent of the Buyer with proper corporate authority to do so, and is a valid and
binding agreement of Buyer, enforceable in accordance with its 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.


 




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ARTICLE
VI


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


To
induce the Buyer to purchase the Securities, the Credit Parties, as applicable make the following representations and warranties
to Buyer, each of which shall be true and correct in all respects as of the date of the execution and delivery of this Agreement
and as of the date of each Closing hereunder, and which shall survive the execution and delivery of this Agreement:


 


6.1 Subsidiaries.
A list of all of the Company’s Subsidiaries, direct and indirect, is set forth in Schedule 6.1 hereto. 


 


6.2 Organization.
Each Credit Party, is a corporation, limited liability company, or other form of legally recognized entity, as applicable, duly
organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, and has the full
power and authority and all necessary certificates, licenses, approvals and Permits to: (i) enter into and execute this Agreement
and the Transaction Documents and to perform all of its Obligations hereunder and thereunder; and (ii) own and operate its Assets
and properties and to conduct and carry on its business as and to the extent now conducted. Each Credit Party is duly qualified
to transact business and is in good standing as a foreign corporation in each jurisdiction where the character of its business
or the ownership or use and operation of its Assets or properties requires such qualification. The exact legal name of the Credit
Parties is as set forth in the preamble to this Agreement, and the Credit Parties do not currently conduct, nor have the Credit
Parties, during the last five (5) years conducted, business under any other name or trade name.


 


6.3 Authority
and Approval of Agreement; Binding Effect. The execution and delivery by Credit Parties of this Agreement and the Transaction
Documents, and the performance by each Credit Party of all of its Obligations hereunder and thereunder, including the issuance
of the Securities, have been duly and validly authorized and approved by each Credit Party and, as applicable, its board of directors,
stockholders, members, managers or partners pursuant to all applicable Laws and no other action or Consent on the part of any
Credit Party, its board of directors, managers, stockholders members, partners or any other Person is necessary or required by
any Credit Parties to execute this Agreement and the Transaction Documents, consummate the transactions contemplated herein and
therein, perform all Obligations hereunder and thereunder, or to issue the Securities. This Agreement and each of the Transaction
Documents have been duly and validly executed by the applicable Credit Parties party thereto (and the officer executing this Agreement
and all such other Transaction Documents is duly authorized to act and execute same on behalf of each Credit Party) and constitute
the valid and legally binding agreements of the Credit Parties, enforceable against each Credit Party in accordance with their
respective 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.


 




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6.4 Capitalization.
The authorized capital stock or other capitalization, as applicable, of each Credit Party that is not a natural person, is set
forth in Schedule 6.4 attached hereto. All of such outstanding shares or other securities of each such Credit Party are
validly issued, fully paid and non-assessable and have been issued in compliance with all foreign, federal and state securities
laws and none of such outstanding shares or other securities were issued in violation of any preemptive rights or similar rights
to subscribe for or purchase securities. As of the Effective Date, no shares of capital stock or other securities of any Credit
Party are subject to preemptive rights or any other similar rights or any Claims or Encumbrances suffered or permitted by such
Credit Party. Except for the Securities to be issued pursuant to this Agreement and as set forth in the Company’s filings
with the SEC, as of the Effective Date: (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of
a Credit Party, or Contracts, commitments, understandings or arrangements by which a Credit Party is or may become bound to issue
additional shares of capital stock of a Credit Party, or options, warrants, scrip, rights to subscribe to, calls or commitments
of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of a Credit Party;
(ii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other Contracts or instruments evidencing
indebtedness of the Credit Party, or by which a Credit Party is or may become bound; (iii) there are no outstanding registration
statements with respect to any Credit Party or any of its securities; (iv) there are no agreements or arrangements under which
a Credit Party is obligated to register the sale of any of their securities under the Securities Act (except pursuant to this
Agreement); (v) there are no financing statements securing obligations filed in connection with the Credit Parties or any of their
Assets; (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this
Agreement or any related agreement or the consummation of the transactions described herein or therein; and (vii) there are no
outstanding securities or instruments of a Credit Party which contain any redemption or similar provisions, and there are no Contracts
by which a Credit Party is or may become bound to redeem a security of said Credit Party. The Credit Parties have furnished to
the Buyer true, complete and correct copies of: each Credit Party’s respective articles of incorporation (including any
certificates of designation, as applicable), bylaws, operating agreement, partnership agreement, certificate of organization or
similar organizational and governing documents (the “Organizational Documents”). Except for the Organizational
Documents or as disclosed in the Company’s filings with the SEC or contained in the Transaction Documents, there are no
other shareholder agreements, voting agreements or other Contracts of any nature or kind that restrict, limit or in any manner
impose Obligations on the governance of any Credit Party.


 


6.5 No
Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Transaction Documents,
and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Securities, will
not: (i) constitute a violation of or conflict with the Organizational Documents of the Credit Parties; (ii) constitute a violation
of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to
any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any Contract to which
any Credit Party is a party or by which any of its Assets or properties may be bound; (iii) constitute a violation of, or a default
or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any Judgment; (iv) to the knowledge
of the Credit Parties constitute a violation of, or conflict with, any Law (including United States federal and state securities
Laws); or (v) to the knowledge of the Credit Parties result in the loss or adverse modification of, or the imposition of any fine,
penalty or other Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit
Party or any of its Assets. The Credit Parties are not in violation of any Credit Parties’ Organizational Documents and
the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put
any Credit Party in default or breach) under, and the Credit Parties have not taken any action or failed to take any action that
would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any Contract to which any
Credit Party is a party or by which any property or Assets of the Credit Parties are bound or affected to the knowledge of the
Credit Parties. The businesses of the Credit Parties are not being conducted, and shall not be conducted so long as Buyer owns
any of the Securities, in violation of any Law. Except as specifically contemplated by this Agreement to the knowledge of the
Credit Parties, no Credit Party is required to obtain any Consent of, from, or with any Governmental Authority, or any other Person,
in order for it to execute, deliver or perform any of its Obligations under this Agreement or the Transaction Documents in accordance
with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof. All Consents which
any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior
to the date hereof. The Credit Parties are not aware of any facts or circumstances which might give rise to any of the foregoing.




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6.6 Issuance
of Securities. The Securities are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued,
fully paid and non-assessable, and, other than restrictions on transferability, free from all Encumbrances with respect to the
issue thereof, and will be issued in compliance with all applicable United States federal and state securities Laws. 


 


6.7 Financial
Statements. The Company has delivered to the Buyer an audited consolidated Balance Sheet and Statement of Income for fiscal
year ending 2018, and an unaudited consolidated Balance Sheet and Statement of Income as of September 30, 2019 (collectively,
the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP, 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 and accurately present in all material respects the consolidated financial position of the Company and its Subsidiaries
as of the dates thereof and the consolidated 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). To the best knowledge of the Company, no other information
provided by or on behalf of the Company and its Subsidiaries to the Buyer, either as a disclosure schedule to this Agreement,
or otherwise in connection with Buyer’s due diligence investigation of the Company and its Subsidiaries, 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.


 


6.8 Absence
of Certain Changes. Since the date of the most recent of the Financial Statements, none of the following have occurred:


 


(a) There
has been no event or circumstance of any nature whatsoever that has resulted in, or could reasonably be expected to result in,
a Material Adverse Effect; or


 




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(b) Other
than the transactions contemplated by the PNC Purchase Agreement, any transaction, event, action, development, payment, or any
other matter of any nature whatsoever entered into by the Credit Parties other than in the Credit Parties’ Ordinary Course
of Business.


 


6.9 Absence
of Litigation or Adverse Matters. No known condition, circumstance, event, agreement, document, instrument, restriction, litigation
or Proceeding (or threatened litigation or Proceeding or basis therefor) exists which: (i) could adversely affect the validity
or priority of the Encumbrances granted to the Buyer under the Transaction Documents; (ii) could adversely affect the ability
of any Credit Party to perform its Obligations under the Transaction Documents; (iii) would constitute a default under any of
the Transaction Documents; (iv) would constitute such a default with the giving of notice or lapse of time or both; or (v) would
constitute or give rise to a Material Adverse Effect. In addition: (vi) there is no Proceeding before or by any Governmental Authority
or any other Person, pending, or to the best of each Credit Party’s knowledge, threatened or contemplated by, against or
affecting any Credit Party, its business or Assets; (vii) there is no outstanding Judgment against or affecting any Credit Party,
its business or Assets; (viii) no Credit Party is in breach or violation of any Material Contract; and (ix) no Credit Party has
received any material complaint from any customer, supplier, vendor or employee.


 


6.10 Liabilities
and Indebtedness of the Credit Parties. The Credit Parties do not have any Obligations of any nature whatsoever, except: (i)
as disclosed in the Financial Statements; or (ii) Obligations incurred in the Ordinary Course of Business since the date of the
most recent Financial Statements which do not or would not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000)
or otherwise have a Material Adverse Effect; or (iii) Obligations owed to the Buyer.


 


6.11 Title
to Assets. Each Credit Party has good and marketable title to, or a valid leasehold interest in, all of its Assets which are
material to the business and operations of such Credit Party as presently conducted, except as otherwise disclosed in writing,
free and clear of all Encumbrances or restrictions on the transfer or use of same. Except as would not have a Material Adverse
Effect, each Credit Party’s Assets are in good operating condition and repair, ordinary wear and tear excepted, and are
free of any latent or patent defects which might impair their usefulness, and are suitable for the purposes for which they are
currently used and for the purposes for which they are proposed to be used.


 


6.12 Real
Estate.


 


(a) Real
Property Ownership. Except for the Credit Party Leases and as set forth on Schedule 6.12, the Credit Parties do not
own any Real Property. 


 




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(b) Real
Property Leases. Except for ordinary office Leases disclosed to the Buyer in writing prior to the date hereof (the “Credit
Party Leases”), the Credit Parties do not lease any other Real Property. With respect to each of the Credit Party Leases:
(i) neither the Credit Parties nor the landlord is in default thereunder; (ii) no waiver, indulgence or postponement of any of
the Obligations thereunder has been granted by the Credit Parties or landlord thereunder; and (iii) there exists no event, occurrence,
condition or act known to the officers or directors of Credit Parties which, upon notice or lapse of time or both, would be or
could become a default thereunder or which could result in the termination of the Credit Party Leases, or any of them, or have
a Material Adverse Effect on the business of any Credit Party, its Assets or its operations or financial results. The Credit Parties
have not violated nor breached any provision of any such Credit Party Leases, and all Obligations required to be performed by
the Credit Parties under any of such Credit Party Leases have been fully, timely and properly performed. The Credit Parties have
delivered to the Buyer true, correct and complete copies of all Credit Party Leases, including all modifications and amendments
thereto, whether in writing or otherwise. The Credit Parties have not received any written or oral notice to the effect that any
of the Credit Party Leases will not be renewed at the termination of the term of such Credit Party Leases, or that any of such
Credit Party Leases will be renewed only at higher rents.


 


6.13 Material
Contracts. An accurate, current and complete copy of each of the Material Contracts has been furnished to Buyer, and each
of the Material Contracts constitutes the entire agreement of the respective parties thereto relating to the subject matter thereof.
Except as otherwise disclosed in writing, there are no outstanding offers, bids, proposals or quotations made by any Credit Party
which, if accepted, would create a Material Contract with any Credit Party. Each of the Material Contracts is in full force and
effect and is a valid and binding Obligation of the parties thereto in accordance with the terms and conditions thereof. To the
knowledge of each Credit Party and its officers, all Obligations required to be performed under the terms of each of the Material
Contracts by any party thereto have been fully performed by all parties thereto, and no party to any Material Contracts is in
default with respect to any term or condition thereof, nor has any event occurred which, through the passage of time or the giving
of notice, or both, would constitute a default thereunder or would cause the acceleration or modification of any Obligation of
any party thereto or the creation of any Encumbrance upon any of the Assets of the Credit Parties. Further, no Credit Party has
received notice, nor does any Credit Party have any knowledge, of any pending or contemplated termination of any of the Material
Contracts and, no such termination is proposed or has been threatened, whether in writing or orally.


 


6.14 Compliance
with Laws. To the knowledge of each Credit Party and its officers, each Credit Party is and at all times has been in full
compliance with all Laws. No Credit Party has received any notice that it is in violation of, has violated, or is under investigation
with respect to, or has been threatened to be charged with, any violation of any Law.


 




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6.15 Intellectual
Property. The Credit Parties own or possess adequate and legally enforceable rights or licenses to use all trademarks, trade
names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals,
governmental authorizations, trade secrets and all other intellectual property rights necessary to conduct its business as now
conducted (collectively, the “IP Rights”). All IP Rights, and any federal, state, local or foreign patent and
trademark office, or functional equivalent thereof where any such IP Rights may be filed or registered, is set forth in Schedule
6.15. All of the IP Rights are owned by the Credit Parties, except for IP Rights licensed by the Credit Parties, which licensed
IP Rights are specifically outlined and described in Schedule 6.15. If any IP Rights are licensed by any Credit Party,
the underlying license agreement or other agreement pursuant to which such IP Rights are licensed (collectively, the “License
Agreements”), permits Buyer to encumber such License Agreements without any further consent or approval of any other
Person, including the underlying owner of such IP Rights, such that if there was an Event of Default and Buyer foreclosed on all
Collateral, Buyer would have the right to use such IP Rights under the License Agreements, subject only to Buyer’s obligation
to comply with the terms of such License Agreements. The Credit Parties do not have any knowledge of any infringement by any Credit
Party of any IP Rights of others, and, to the knowledge of the Credit Parties, there is no claim, demand or Proceeding, or other
demand of any nature being made or brought against, or to any Credit Party’s knowledge, being threatened against, any Credit
Party regarding IP Rights or other intellectual property infringement; and is the Credit Parties are not aware of any facts or
circumstances which might give rise to any of the foregoing.


 


6.16 Labor
and Employment Matters. The Credit Parties are not involved in any labor dispute or, to the knowledge of each Credit Party,
is any such dispute threatened. To the knowledge of each Credit Party and its officers, none of the employees of any Credit Party
is a member of a union and each Credit Party believes that its relations with its employees are good. To the knowledge of each
Credit Party and its officers, the Credit Parties have complied in all material respects with all Laws relating to employment
matters, civil rights and equal employment opportunities.


 


6.17 Employee
Benefit Plans. Except as disclosed to the Buyer in writing prior to the date hereof, the Credit Parties do not have and have
not ever maintained, and have no Obligations with respect to any employee benefit plans or arrangements, including employee pension
benefit plans, as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
multiemployer plans, as defined in Section 3(37) of ERISA, employee welfare benefit plans, as defined in Section 3(1) of ERISA,
deferred compensation plans, stock option plans, bonus plans, stock purchase plans, hospitalization, disability and other insurance
plans, severance or termination pay plans and policies, whether or not described in Section 3(3) of ERISA, in which employees,
their spouses or dependents of the Credit Parties participate (collectively, the “Employee Benefit Plans”).
To each Credit Party’s knowledge, all Employee Benefit Plans meet the minimum funding standards of Section 302 of ERISA,
where applicable, and each such Employee Benefit Plan that is intended to be qualified within the meaning of Section 401 of the
Internal Revenue Code of 1986 is qualified. No withdrawal liability has been incurred under any such Employee Benefit Plans and
no “Reportable Event” or “Prohibited Transaction” (as such terms are defined in ERISA), has occurred with
respect to any such Employee Benefit Plans, unless approved by the appropriate Governmental Authority. To each Credit Party’s
knowledge, the Credit Parties have promptly paid and discharged all Obligations arising under ERISA of a character which if unpaid
or unperformed might result in the imposition of an Encumbrance against any of its Assets or otherwise have a Material Adverse
Effect.


 




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6.18 Tax
Matters. Each Credit Party has made and timely filed all Tax Returns required by any jurisdiction to which it is subject,
and each such Tax Return has been prepared in compliance with all applicable Laws, and all such Tax Returns are true and accurate
in all respects. Except and only to the extent that each Credit Party has set aside on its books provisions reasonably adequate
for the payment of all unpaid and unreported Taxes, each Credit Party has timely paid all Taxes shown or determined to be due
on such Tax Returns, except those being contested in good faith, and each Credit Party has set aside on its books provision reasonably
adequate for the payment of all Taxes for periods subsequent to the periods to which such Tax Returns apply. There are no unpaid
Taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of each Credit Party
know of no basis for any such claim. The Credit Parties have withheld and paid all Taxes to the appropriate Governmental Authority
required to have been withheld and paid in connection with amounts paid or owing to any Person. There is no Proceeding or Claim
for refund now in progress, pending or threatened against or with respect to any Credit Party regarding Taxes.


 


6.19 Insurance.
The Credit Parties are each covered by valid, outstanding and enforceable policies of insurance which were issued to it by reputable
insurers of recognized financial responsibility, covering its properties, Assets and businesses against losses and risks normally
insured against by other corporations or entities in the same or similar lines of businesses as the Credit Parties are engaged
and in coverage amounts which are prudent and typically and reasonably carried by such other corporations or entities (the “Insurance
Policies”). Such Insurance Policies are in full force and effect, and all premiums due thereon have been paid. None
of the Insurance Policies will lapse or terminate as a result of the transactions contemplated by this Agreement. The Credit Parties
have complied with the provisions of such Insurance Policies. The Credit Parties have not been refused any insurance coverage
sought or applied for and the Credit Parties do not have any reason to believe that it will not be able to renew its existing
Insurance Policies as and when such Insurance Policies expire or to obtain similar coverage from similar insurers as may be necessary
to continue its business at a cost that would not materially and adversely affect the condition, financial or otherwise, or the
earnings, business or operations of the Credit Parties.


 


6.20 Permits.
The Credit Parties possess all Permits necessary to conduct its business, and no Credit Party has received any notice of, or is
otherwise involved in any Proceedings relating to, the revocation or modification of any such Permits. All such Permits are valid
and in full force and effect and to the knowledge of each of the Credit Parties, the Credit Parties are in full compliance with
the respective requirements of all such Permits.


 


6.21 Bank
Accounts; Business Location. Schedule 6.21 sets forth, with respect to each account of the Credit Parties with any
bank, broker or other depository institution: (i) the name and account number of such account; (ii) the name and address of the
institution where such account is held; (iii) the name of any Person(s) holding a power of attorney with respect to such account,
if any; and (iv) the names of all authorized signatories and other Persons authorized to withdraw funds from each such account.
The Credit Parties have no office or place of business other than as identified on Schedule 6.21 and each of the Credit
Party’s principal places of business and chief executive offices are indicated on Schedule 6.21. All books and records
of the Credit Parties and other material Assets of the Credit Parties are held or located at the principal offices of the Credit
Parties indicated on Schedule 6.21. 


 




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6.22 Environmental
Laws.  Except as are used in such amounts as are customary in the Ordinary Course of Business of the Credit Parties and
in compliance with all applicable Environmental Laws, each Credit Party represents and warrants to Buyer that: (i) no Credit Party
has generated, used, stored, treated, transported, manufactured, handled, produced or disposed of any Hazardous Materials, on
or off any of the premises of the Credit Parties (whether or not owned by the Credit Parties) in any manner which at any time
violates any Environmental Law or any Permit, certificate, approval or similar authorization thereunder; (ii) the operations of
the Credit Parties comply in all material respects with all Environmental Laws and all Permits certificates, approvals and similar
authorizations thereunder; (iii) there has been no investigation, Proceeding, complaint, order, directive, Claim, citation or
notice by any Governmental Authority or any other Person, nor is any pending or, to the each Credit Party’s knowledge, threatened;
and (iv) the Credit Parties do not have any liability, contingent or otherwise, in connection with a release, spill or discharge,
threatened or actual, of any Hazardous Materials or the generation, use, storage, treatment, transportation, manufacture, handling,
production or disposal of any Hazardous Material.


 


6.23 Illegal
Payments. Neither the Credit Parties, nor any director, officer, agent, employee or other Person acting on behalf of the Credit
Parties has, in the course of his actions for, or on behalf of, the Credit Parties: (i) used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect
unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation
of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any bribe, rebate, payoff, influence
payment, kickback or other unlawful payment to any foreign or domestic government official or employee.


 


6.24 Related
Party Transactions. Except for arm’s length transactions pursuant to which the Credit Parties make payments in the Ordinary
Course of Business upon terms no less favorable than the Credit Parties could obtain from third parties, none of the officers,
directors or employees of the Credit Parties, nor any stockholders who own, legally or beneficially, five percent (5%) or more
of the ownership interests of the Credit Parties (each a “Material Shareholder”), is presently a party to any
transaction with the Credit Parties (other than for services as employees, officers and directors), including any Contract providing
for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring
payments to or from, any officer, director or such employee or Material Shareholder or, to the best knowledge of the Credit Parties,
any other Person in which any officer, director, or any such employee or Material Shareholder has a substantial or material interest
in or of which any officer, director or employee of the Credit Parties or Material Shareholder is an officer, director, trustee
or partner. There are no Claims or disputes of any nature or kind between the Credit Parties and any officer, director or employee
of the Credit Parties or any Material Shareholder, or between any of them, relating to each Credit Party and its business.


 


6.25 Internal
Accounting Controls. Each Credit Party maintains a system of internal accounting controls sufficient to provide reasonable
assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability;
(iii) access to Assets is permitted only in accordance with management’s general or specific authorization; and (iv) the
recorded accountability for Assets is compared with the existing Assets at reasonable intervals and appropriate action is taken
with respect to any differences.


 




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6.26 Acknowledgment
Regarding Buyer’s Purchase of the Securities. Each Credit Party acknowledges and agrees that Buyer is acting solely
in the capacity of an arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. Each
Credit Party further acknowledges that (i) Buyer is not acting as a financial advisor or fiduciary of the Credit Parties (or in
any similar capacity) with respect to this Agreement notwithstanding any other advisory or investment banking relationship with
Buyer or any party related thereto, (ii) the transactions contemplated hereby and any advice given by Buyer or any of its representatives
or agents in connection with this Agreement and the transactions contemplated hereby is merely incidental to Buyer’s purchase
of the Securities and (iii) no Credit Party has relied on, nor are relying on, any fiduciary relationship with the Buyer in executing
this Agreement or any other Transaction Document. The Credit Parties further represent to Buyer that each Credit Party’s
decision to enter into this Agreement has been based solely on the independent evaluation such Credit Party and their respective
representatives.


 


6.27 Seniority.
No indebtedness or other equity or security of the Credit Parties is senior to the Debentures in right of payment, whether with
respect to interest or upon liquidation or dissolution, or otherwise, except only purchase money security interests (which are
senior only as to underlying Assets covered thereby).


 


6.28 Brokerage
Fees. There is no Person acting on behalf of the Credit Parties who is entitled to or has any claim for any brokerage or finder’s
fee or commission in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby.


 


6.29 No
General Solicitation. Neither the Credit Parties, nor any of its Affiliates, nor any Person acting on its or their behalf,
has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities
Act) in connection with the offer or issuance of the Securities.


 


6.30 No
Integrated Offering. Neither the Credit Parties, nor any of its Affiliates, nor any Person acting on its or their behalf has,
directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances
that would require registration of the Securities under the Securities Act or cause this offering of such securities to be integrated
with prior offerings by the Credit Parties for purposes of the Securities Act.


 


6.31 Private
Placement. No registration under the Securities Act or the laws, rules or regulation of any other governmental authority is
required for the issuance of the Securities.


 


6.32 Full
Disclosure. All the representations and warranties made by the Credit Parties herein or in the Schedules hereto, and all of
the financial statements, schedules, certificates, confirmations, agreements, contracts, and other materials submitted to the
Buyer in connection with or in furtherance of this Agreement or pertaining to the transaction contemplated herein, whether made
or given by the Credit Parties, its agents or representatives, are complete and accurate, and do not omit any information required
to make the statements and information provided, in light of the transaction contemplated herein and in light of the circumstances
under which they were made, not misleading, accurate and meaningful.


 




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6.33 NO-RELIANCE.
ANY CURRENT OR PRIOR UNDERSTANDINGS, STATEMENTS, REPRESENTATIONS, AND AGREEMENTS, ORAL OR WRITTEN, INCLUDING, BUT NOT LIMITED
TO, RENDERINGS OR REPRESENTATIONS CONTAINED IN E-MAILS AND ORAL STATEMENTS OF THE AGENTS OR EMPLOYEES OF THE BUYER, IF NOT SPECIFICALLY
EXPRESSED IN THIS AGREEMENT OR IN ANY OTHER TRANSACTION DOCUMENTS, ARE VOID AND HAVE NO EFFECT. EACH CREDIT PARTY ACKNOWLEDGES
AND AGREES THAT HE/SHE/IT HAS NOT RELIED ON ANY SUCH ITEMS.


 


ARTICLE
VII


COVENANTS


 


7.1 Negative
Covenants.


 


(a) Indebtedness. So
long as Buyer owns, legally or beneficially, any of the Debentures, the Credit Parties shall not, either directly or indirectly,
create, assume, incur or have outstanding any indebtedness for borrowed money of any nature or kind (including purchase money
indebtedness), or become liable, whether as endorser, guarantor, surety or otherwise, for any Obligation of any other Person,
except for: (i) the Debentures; (ii) Obligations disclosed in the financial statements provided to the Buyer as of the Effective
Date; and (iii) Obligations for accounts payable, incurred in the Ordinary Course of Business of the Credit Parties; provided
that, any management or similar fees payable by the Credit Parties shall be fully subordinated in right of payment to the prior
payment in full of the Debentures.


 


(b) Encumbrances. Except
as set forth in in the PNC Purchase Agreement, so long as Buyer owns, legally or beneficially, any of the Debentures, the Credit
Parties shall not, either directly or indirectly, create, assume, incur or suffer or permit to exist any Encumbrance upon any
Asset of the Credit Parties, whether owned at the date hereof or hereafter acquired.


 


(c) Investments. So
long as Buyer owns, legally or beneficially, any of the Debentures, the Credit Parties shall not, either directly or indirectly,
make or have outstanding any new investments (whether through purchase of stocks, obligations or otherwise) in, or loans or advances
to, any other Person, or acquire all or any substantial part of the assets, business, stock or other evidence of beneficial ownership
of any other Person, except for the following: (i) investments in direct obligations of the United States or any state in the
United States; (ii) trade credit extended by any Credit Party in its Ordinary Course of Business; (iii) investments existing on
the Effective Date and set forth in the financial statements provided to the Buyer; and (iv) capital expenditures first approved
by the Buyer in writing, which approval shall not be unreasonably withheld.


 


(d) Issuances.
Except in connection with the Equity Issuance, so long as Buyer owns, legally or beneficially, any of the Debentures, the Credit
Parties shall not, either directly or indirectly, issue any equity, debt or convertible or derivative instruments or securities
whatsoever, except upon obtaining Buyer’s prior written consent, which consent may be withheld in Buyer’s sole discretion.


 




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(e) Transfer;
Merger. So long as Buyer owns, legally or beneficially, any of the Debentures, the Credit Parties shall not, either directly
or indirectly, permit or enter into any transaction involving a “Change in Control” (as hereinafter defined), or any
other merger, consolidation, sale, transfer, license, Lease, Encumbrance or other disposition of all or substantially all of its
properties or business or all or substantially all of its Assets, except for the sale, lease or licensing of property or Assets
of the Credit Parties in the Ordinary Course of Business of the Credit Parties. For purposes of this Agreement, the term “Change
of Control” shall mean any sale, conveyance, assignment or other transfer, directly or indirectly, of any ownership
interest of the Credit Parties which results in any change in the identity of the individuals or entities previously having the
power to direct, or cause the direction of, the management and policies of the Credit Parties, or the grant of a security interest
in any ownership interest of any Person directly or indirectly controlling the Credit Parties, which could result in a change
in the identity of the individuals or entities previously having the power to direct, or cause the direction of, the management
and policies of the Credit Parties.


 


(f) Distributions;
Restricted Payments; Change in Management. So long as Buyer owns, legally or beneficially, any of the Debentures, the Credit
Parties shall not, either directly or indirectly: (i) purchase or redeem any shares of its capital stock; (ii) declare or pay
any dividends or distributions, whether in cash or otherwise, or set aside any funds for any such purpose; (iii) make any distribution
to its shareholders, make any distribution of its property or Assets or make any loans, advances or extensions of credit to, or
investments in, any Person, including, without limitation, any Affiliates of the Credit Parties, or the Credit Parties’
officers, directors, employees or Material Shareholder; (iv) except in connection with the PNC Purchase Agreement, pay any outstanding
indebtedness of the Credit Parties, except for indebtedness and other Obligations permitted hereunder; (v) increase the annual
salary paid to any officers or directors of the Credit Parties as of the Effective Date, unless any such increase is part of a
written employment contract with any such officers entered into prior to the Effective Date, a copy of which has been delivered
to and approved by the Buyer; or (vi) add, replace, remove, or otherwise change any officers or other senior management positions
of the Credit Parties from the officers and other senior management positions existing as of the Effective Date, unless first
approved by Buyer in writing, which approval may be granted or withheld or conditioned by Buyer in its sole and absolute discretion.
The Credit Parties shall not pay any brokerage or finder’s fee or commission in connection with the execution of this Agreement
or the consummation of the transactions contemplated hereby.


 


(g) Use
of Proceeds. Except as set forth in the Use of Proceeds Confirmation, the Credit Parties shall not use any portion of the
proceeds of the Debentures, either directly or indirectly, for any of the following purposes: (i) to make any payment towards
any indebtedness or other Obligations of the Credit Parties; (ii) to pay any Taxes of any nature or kind that may be due by the
Credit Parties; or (iii) to pay any Obligations of any nature or kind due or owing to any officers, directors, employees, or Material
Shareholders of the Credit Parties, other than salaries payable in the Ordinary Course of Business of the Credit Parties. Each
Credit Party covenants and agrees to only use any portion of the proceeds of the purchase and sale of the Debentures for the purposes
set forth in the Use of Proceeds Confirmation to be executed by the Company on the Effective Date, unless the Company obtains
the prior written consent of the Buyer to use such proceeds for any other purpose, which consent may be granted or withheld or
conditioned by Buyer in its sole and absolute discretion.


 




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(h) Business
Activities; Change of Legal Status and Organizational Documents. The Credit Parties shall not: (i) engage in any line of business
other than the businesses engaged in as of the Effective Date and business reasonably related thereto; (ii) change its name, organizational
identification number (if applicable), its type of organization, its jurisdiction of organization or other legal structure; or
(iii) permit its Certificate of Incorporation, Bylaws or other organizational documents to be amended or modified in any way which
could reasonably be expected to have a Material Adverse Effect.


 


(i) Transactions
with Affiliates. The Credit Parties shall not enter into any transaction with any of its Affiliates, officers, directors,
employees, Material Shareholders or other insiders, except in the Ordinary Course of Business of the Credit Parties and upon fair
and reasonable terms that are no less favorable to the Credit Parties than it would obtain in a comparable arm’s length
transaction with a Person not an Affiliate of the Credit Parties.


 


(j) Bank
Accounts. The Credit Parties shall not maintain any bank, deposit, credit card payment processing accounts, or other accounts
with any financial institution, or any other Person, other than the Credit Parties’ accounts listed in the attached Schedule
6.21. Specifically, the Credit Parties may not change, modify, close or otherwise affect any of the accounts listed
in Schedule 6.21 without Buyer’s prior written approval, which approval may be withheld or conditioned in Buyer’s
sole and absolute discretion.


 


7.2 Affirmative
Covenants.


 


(a) Corporate
Existence. The Credit Parties, unless a natural person, shall at all times preserve and maintain its: (i) existence and good
standing in the jurisdiction of its organization; and (ii) its qualification to do business and good standing in each jurisdiction
where the nature of its business makes such qualification necessary, and shall at all times continue as a going concern in the
business which the Credit Parties are presently conducting.


 


(b) Tax
Liabilities. The Credit Parties shall at all times pay and discharge all Taxes upon, and all Claims (including claims for
labor, materials and supplies) against any Credit Party or any of its properties or Assets, before the same shall become delinquent
and before penalties accrue thereon, unless and to the extent that the same are being contested in good faith by appropriate proceedings
and for which adequate reserves in accordance with GAAP are being maintained.


 


(c) Notice
of Proceedings. The Credit Parties shall, promptly, but not more than ten (10) days after knowledge thereof shall have come
to the attention of any officer of the Credit Parties, give written notice to the Buyer of all threatened or pending Proceedings
before any Governmental Authority or otherwise affecting the Credit Parties or any of its Assets.


 


(d) Material
Adverse Effect. The Credit Parties shall, promptly, but not more than ten (10) days after knowledge thereof shall have come
to the attention of any officer of the Credit Parties, give written notice to the Buyer of any event, circumstance, fact or other
matter that could in any way have or be reasonably expected to have a Material Adverse Effect.


 




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(e) Notice
of Default. The Credit Parties shall, promptly, but not more than ten (10) days after the commencement thereof, give notice
to the Buyer in writing of the occurrence of any “Event of Default” (as such term is defined in any of the Transaction
Documents) or of any event which, with the lapse of time, the giving of notice or both, would constitute an Event of Default hereunder
or under any other Transaction Documents.


 


(f) Maintain
Property. Each Credit Party shall at all times maintain, preserve and keep all of its Assets in good repair, working order
and condition, normal wear and tear excepted, and shall from time to time, as such Credit Party deems appropriate in its reasonable
judgment, make all needful and proper repairs, renewals, replacements, and additions thereto so that at all times the efficiency
thereof shall be fully preserved and maintained. The Credit Parties shall permit Buyer to examine and inspect such Assets at all
reasonable times upon reasonable notice during business hours. During the continuance of any Event of Default hereunder or under
any Transaction Documents, the Buyer shall, at the Company’s expense, have the right to make additional inspections without
providing advance notice.


 


(g) Maintain
Insurance. The Credit Parties shall at all times insure and keep insured with insurance Company acceptable to Buyer, all insurable
property owned by the Credit Parties which is of a character usually insured by Company similarly situated and operating like
properties, against loss or damage from environmental, fire and such other hazards or risks as are customarily insured against
by Company similarly situated and operating like properties; and shall similarly insure employers’, public and professional
liability risks. Prior to the Effective Date, the Credit Parties shall deliver to the Buyer a certificate setting forth in summary
form the nature and extent of the insurance maintained pursuant to this Section. All such policies of insurance must be satisfactory
to Buyer in relation to the amount and term of the Debentures and type and value of the Assets of the Credit Parties, shall identify
Buyer as sole/lender’s loss payee and as an additional insured. In the event the Credit Parties fail to provide Buyer with
evidence of the insurance coverage required by this Section or at any time hereafter shall fail to obtain or maintain any of the
policies of insurance required above, or to pay any premium in whole or in part relating thereto, then the Buyer, without waiving
or releasing any obligation or default by the Credit Parties hereunder, may at any time (but shall be under no obligation to so
act), obtain and maintain such policies of insurance and pay such premium and take any other action with respect thereto, which
Buyer deems advisable. This insurance coverage: (i) may, but need not, protect the Credit Parties’ interest in such property;
and (ii) may not pay any claim made by, or against, the Credit Parties in connection with such property. The Credit Parties may
later request that the Buyer cancel any such insurance purchased by Buyer, but only after providing Buyer with evidence that the
insurance coverage required by this Section is in force. The costs of such insurance obtained by Buyer, through and including
the effective date such insurance coverage is canceled or expires, shall be payable on demand by the Credit Parties to Buyer,
together with interest at the highest non-usurious rate permitted by law on such amounts until repaid and any other charges by
Buyer in connection with the placement of such insurance. The costs of such insurance, which may be greater than the cost of insurance
which the Credit Parties may be able to obtain on its own, together with interest thereon at the highest non-usurious rate permitted
by Law and any other charges incurred by Buyer in connection with the placement of such insurance may be added to the total Obligations
due and owing by the Credit Parties hereunder and under the Debentures to the extent not paid by the Credit Parties.


 




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(h) ERISA
Liabilities; Employee Plans. The Credit Parties shall: (i) keep in full force and effect any and all Employee Plans which
are presently in existence or may, from time to time, come into existence under ERISA, and not withdraw from any such Employee
Plans, unless such withdrawal can be effected or such Employee Plans can be terminated without liability to the Credit Parties;
(ii) make contributions to all of such Employee Plans in a timely manner and in a sufficient amount to comply with the standards
of ERISA, including the minimum funding standards of ERISA; (iii) comply with all material requirements of ERISA which relate
to such Employee Plans; (iv) notify Buyer immediately upon receipt by the Credit Parties of any notice concerning the imposition
of any withdrawal liability or of the institution of any Proceeding or other action which may result in the termination of any
such Employee Plans or the appointment of a trustee to administer such Employee Plans; (v) promptly advise Buyer of the occurrence
of any “Reportable Event” or “Prohibited Transaction” (as such terms are defined in ERISA), with respect
to any such Employee Plans; and (vi) amend any Employee Plan that is intended to be qualified within the meaning of Section 401
of the Internal Revenue Code of 1986 to the extent necessary to keep the Employee Plan qualified, and to cause the Employee Plan
to be administered and operated in a manner that does not cause the Employee Plan to lose its qualified status.


 


(i) Continued
Due Diligence/Field Audits. Each Credit Party acknowledges that during the term of this Agreement, Buyer and its agents and
representatives undertake ongoing and continuing due diligence reviews of the Credit Parties and its business and operations.
Such ongoing due diligence reviews may include, and the Credit Parties do hereby agree to allow Buyer, to conduct site visits
and field examinations of the office locations of the Credit Parties, and the Assets and records of each of them, the results
of which must be satisfactory to Buyer in Buyer’s sole and absolute discretion. In this regard, in order to cover Buyer’s
expenses of the ongoing due diligence reviews and any site visits or field examinations which Buyer may undertake from time to
time while this Agreement is in effect, the Company shall pay to Buyer, within five (5) Business Days after receipt of an invoice
or demand therefor from Buyer, a fee of up to $30,000.00 per year (based on twelve (12) expected monthly field audits and ongoing
due diligence of $2,500 per visit or audit) plus additional related expenses. Failure to pay such fee within 30 days of the invoice
shall be deemed an Event of Default under this Agreement and all other Transaction Documents. The foregoing notwithstanding, from
and after the occurrence of an Event of Default or any event which with notice, lapse of time or both, would become an Event of
Default, Buyer may conduct site visits, field examinations and other ongoing reviews of the Credit Parties’ records, Assets
and operations at any time, in its sole discretion, without any limitations in terms of number of site visits or examinations
and without being limited to the fee hereby contemplated, all at the sole expense of the Company.


 


(j) Information.
Notwithstanding any provision of any other Transaction Document, each Guarantor hereby agrees provide such information within
fourteen (14) days of the applicable request as the Buyer may from time to time reasonably request for the purpose of evaluating
the health, stability and collectability of the amounts owing hereunder including, but not limited to, bank account records, tax
returns and financial statements.


 




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(k) Continued
Provision of Financial Information. In the event that the Buyer seeks to enforce any of its rights under this Agreement or
any other Transaction Document whether as a result of Event of Default or otherwise, subject to Buyer’s agreement to maintain
appropriate safe guards relating to the disclosure of non-public information, each of the Credit Parties, not excluding each Guarantor,
hereby waives any and all objections to continuing to provide any of the information required to be delivered by Section 7.3 hereof
and any other financial information required to be delivered under this Agreement or any other Transaction Document.


 


7.1 Reporting
Requirements. The Credit Parties agree as follows:


 


(a) Financial
Statements. The Credit Parties shall at all times maintain a system of accounting capable of producing its individual and
consolidated (if applicable) financial statements in compliance with GAAP (provided that monthly financial statements shall not
be required to have footnote disclosure, are subject to normal year-end adjustments and need not be consolidated), and shall furnish
to the Buyer or its authorized representatives such information regarding the business affairs, operations and financial condition
of the Credit Parties as Buyer may from time to time request or require, including:


 


(i) as
soon as available, and in any event, within ten (10) days after the end of each month, a copy of any financial statements of the
Company for that month, including a balance sheet, statement of income and retained earnings, statement of cash flows for the
month then ended, in reasonable detail, prepared and certified as accurate in all material respects by the CEO or CFO of the Company.


 


(ii) as
soon as available, and in any event, within ninety (90) days after the close of each fiscal year, a copy of the annual audited
financial statements of the Company, including a balance sheet, statement of income and retained earnings, statement of cash flows
for the fiscal year then ended, in reasonable detail, prepared and reviewed by an independent certified public accountant reasonably
acceptable to Buyer, containing an unqualified opinion of such accountant; and


 


(iii) as
soon as available, and in any event, within sixty (60) days after the close of each fiscal quarter, a copy of the quarterly financial
statements of the Company, including a balance sheet, statement of income and retained earnings, statement of cash flows for the
fiscal quarter then ended, in reasonable detail, prepared and certified as accurate in all material respects by the CEO or CFO
of the Company.


 


No
change with respect to the accounting principles shall be made by the Credit Parties without giving prior notification to Buyer.
The Credit Parties represent and warrant to Buyer that the financial statements delivered to Buyer at or prior to the execution
and delivery of this Agreement and to be delivered at all times thereafter accurately reflect and will accurately reflect the
financial condition of the Credit Parties in all material respects. Buyer shall have the right at all times (and on reasonable
notice so long as there then does not exist any Event of Default) during business hours to inspect the books and records of the
Credit Parties and make extracts therefrom. 


 




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(b) Additional
Reporting Requirements. Each Credit Party shall provide the following reports and statements to Buyer as follows:


 


(i) Income
Projections; Variance. On the Effective Date, the Company shall provide to Buyer an income statement projection showing, in
reasonable detail, the Company’s income statement projections for the twelve (12) calendar months following the Effective
Date (the “Income Projections”). In addition, on the first (1st) day of every calendar month after the Effective
Date, the Company shall provide to Buyer a report comparing the Income Projections to actual results. Any variance in the Income
Projections to actual results that is more than ten percent (10%) (either above or below) will require the Company to submit to
Buyer written explanations as to the nature and circumstances for the variance.


 


(ii) Use
of Proceeds; Variance. On the first (1st) day of every calendar month after the Effective Date, the Company shall provide
to Buyer a report comparing the use of the proceeds from the sale of Debentures set forth in the Use of Proceeds Confirmation,
with the actual use of such proceeds. Any variance in the actual use of such proceeds from the amounts set forth in the approved
Use of Proceeds Confirmation will require the Company to submit to Buyer written explanations as to the nature and circumstances
for the variance.


 


(iii) Bank
Statements. Each Credit Party shall submit to Buyer true and correct copies of all bank statements received by the Credit
Parties within five (5) days after the Credit Parties’ receipt thereof from its bank.


 


(iv) Interim
Reports.  Promptly upon receipt thereof, the Company shall provide to Buyer copies of interim and supplemental reports,
if any, submitted to the Company by independent accountants in connection with any interim audit or review of the books of the
Credit Parties.


 


(v) Aged
Accounts/Payables Schedules. Each Credit Party shall on the first (1st) day of each and every calendar month, deliver to Buyer
an aged schedule of the accounts receivable of the Credit Parties, listing the name and amount due from each Person and showing
the aggregate amounts due from: (i) 0-30 days; (ii) 31-60 days; (iii) 61-90 days; (iv) 91-120 days; and (v) more than 120 days,
and certified as accurate by the CEO or CFO of the Company. Each Credit Party shall, on the first (1st) day of each and every
calendar month, deliver to Buyer an aged schedule of the accounts payable of the Credit Parties, listing the name and amount due
to each creditor and showing the aggregate amounts due from: (v) 0-30 days; (w) 31-60 days; (x) 61-90 days; (y) 91-120 days; and
(z) more than 120 days, and certified as accurate by the CEO or CFO of the Company.


 




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(c) Failure
to Provide Reports. For so long as Buyer owns, legally or beneficially, any of the Securities, if the Company shall fail to
timely provide any reports required to be provided by the Company and/or Guarantors to the Buyer under this Agreement or any other
Transaction Document, in addition to all other rights and remedies that Buyer may have under this Agreement and the other Transaction
Documents, Buyer shall have the right to require, at each instance of any such failure, upon written notice to the Company, that
the Company redeem 1.0% of the aggregate amount then outstanding, which cash redemption payment shall be due and payable by wire
transfer of Dollars to an account designated by Buyer within thirty (30) Business Days from the date the Buyer delivers such redemption
notice to the Company.


 


(d) Representation,
Warranty and Covenant Compliance. The Credit Parties shall, within thirty (30) days after the end of each calendar month,
deliver to Buyer an Affirmation and Compliance Certificate (A) affirming each of the Representations and Warranties of Credit
Parties, (B) affirming each of the affirmative and negative covenants herein, and (C) attesting to compliance with such covenants
by the Credit Parties. This Affirmation and Compliance Certificate shall be certified as accurate by the President or Chief Executive
Officer of the Borrower and in a form consistent with that attached as Exhibit E. The Credit Parties agree and understand that
regular and timely receipt of this document is a material term to this Agreement and a relevant factor in considering any request
to purchase additional Debentures.


 


(e) View
Only Access. The Credit Parties shall provide the Buyer view only access to any and all (i) accounts listed on the attached
Schedule 6.21 and any and all other accounts of the Company as requested by Buyer in its sole and absolute discretion and
(ii) Quickbooks accounts or similar accounting program accounts utilized by the Credit Parties. In the event the Credit Parties,
with the Buyer’s prior written consent, open any new bank, deposit, credit card payment processing accounts, or other accounts
with any financial institution, and/or the Buyer discovers an account of the Credit Parties that is in existence prior to the
Effective Date but is not listed on Schedule 6.21, the Credit Parties shall provide the Buyer view only access to such
account(s) within one (1) Business Day following the opening or discovery of such account(s).


 


7.2 Fees
and Expenses.


 


(a) Commitment
Fee. The Company agrees to pay to Buyer a commitment fee equal to one percent (1%) of the amount of the Debentures purchased
by Buyer at the First Closing, which fee shall be due and payable on the Effective Date and withheld from the gross purchase price
paid by Buyer for the Debentures. In the event of any Additional Closings, the Company shall pay to Buyer a transaction advisory
fee equal to one percent (1%) of the amount of the Debentures purchased by Buyer at any such Additional Closings, which fee shall
be due and payable upon such Additional Closing and withheld from the gross purchase price paid by Buyer for the Debentures at
such Additional Closing.


 


(b) Due
Diligence Fees. The Company agrees to pay to the Buyer a due diligence fee equal to Seventy Thousand Five Hundred and No/100
United States Dollars ($17,500.00), which shall be due and payable in full on the Effective Date.


 


(c) Document
Review and Legal Fees. The Company agree to pay to the Buyer or its counsel document review and legal fees on an hourly basis
(with a minimum amount equal to thirty-five and No/100 United States Dollars ($35,000.0), which shall be due and payable in full
on the Effective Date, or any remaining portion thereof shall be due and payable on the Effective Date if a portion of such fee
was paid upon the execution of any term sheet related to this Agreement. The Company also agrees to be responsible for the prompt
payment of all legal fees and expenses of the Company and its own counsel and other professionals incurred by the Company in connection
with the negotiation and execution of this Agreement and the Transaction Documents.


 




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(d) Other
Fees. The Company also agrees to pay to the Buyer (or any designee of the Buyer), upon demand, or to otherwise be responsible
for the payment of, any and all other costs, fees and expenses, including the reasonable fees, costs, expenses and disbursements
of counsel for the Buyer and of any experts and agents, which the Buyer may incur or which may otherwise be due and payable in
connection with: (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, subordination,
waiver or other modification or termination of this Agreement or any other Transaction Documents; (ii) any documentary stamp taxes,
intangibles taxes, recording fees, filing fees, or other similar taxes, fees or charges imposed by or due to any Governmental
Authority in connection with this Agreement or any other Transaction Documents; (iii) the exercise or enforcement of any of the
rights of the Buyer under this Agreement or the Transaction Documents; or (iv) the failure by the Credit Parties to perform or
observe any of the provisions of this Agreement or any of the Transaction Documents. Included in the foregoing shall be the amount
of all expenses paid or incurred by Buyer in consulting with counsel concerning any of its rights under this Agreement or any
other Transaction Document or under applicable law. To the extent any such costs, fees, charges, taxes or expenses are incurred
prior to the funding of proceeds from the Closing, same shall be paid directly from the proceeds of the Closing. All such costs
and expenses, if not so immediately paid when due or upon demand thereof, shall bear interest from the date of outlay until paid,
at the highest rate set forth in the Debentures, or if none is so stated, the highest rate allowed by law. All of such costs and
expenses shall be additional Obligations of the Credit Parties to Buyer secured under the Transaction Documents. The provisions
of this Subsection shall survive the termination of this Agreement.


 


7.3 RESERVED.


 


7.4 Subsidiaries.
Any Subsidiary which is formed or acquired or otherwise becomes a Subsidiary of any Credit Party, as applicable, following the
date hereof, within ten (10) Business Days of such event, shall become an additional party hereto and guarantor of the Company’s
Obligation hereunder, and the Company shall take any and all actions necessary or advisable to cause said Subsidiary to execute
a counterpart to this Agreement and any and all other documents which the Buyer shall require. “Subsidiary”
shall mean, respectively, each and all such corporations, partnerships, limited partnerships, limited liability Company, limited
liability partnerships or other entities of which or in which a Person owns, directly or indirectly, fifty percent (50%) or more
of: (i) the combined voting power of all classes of stock/units having general voting power under ordinary circumstances to elect
a majority of the board of directors of such entity if a corporation; (ii) the management authority and capital interest or profits
interest of such entity, if a partnership, limited partnership, limited liability company, limited liability partnership, joint
venture or similar entity; or (iii) the beneficial interest of such entity, if a trust, association or other unincorporated organization.


 




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ARTICLE
VIII


CONDITIONS
PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL


 


The
obligation of the Company hereunder to issue and sell the Securities to the Buyer at the Closings is subject to the satisfaction,
at or before the respective Closing Dates, of each of the following conditions, provided that these conditions are for the Company’s
sole benefit and may be waived by the Company at any time in its sole discretion:


 


8.1 Buyer
shall have executed the Transaction Documents and delivered them to the Company.


 


8.2 The
representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as
of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date),
and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Dates.


 


8.3 The
Company shall have received such certificates, confirmations, resolutions, acknowledgements or other documentation necessary or
advisable from all applicable Governmental Authorities, including, but not limited to, those Governmental Authorities located
in the Company’s State of incorporation or formation, as the Company may require in order to evidence such Governmental
Authorities’ approval of this Agreement, the Transaction Documents and the purchase of the Debentures contemplated hereby.


 


ARTICLE
IX


CONDITIONS
PRECEDENT TO THE BUYER’S OBLIGATIONS TO PURCHASE


 


The
obligation of the Buyer hereunder to purchase the Debentures at the Closings is subject to the satisfaction, at or before each
applicable Closing Date, of each of the following conditions (in addition to any other conditions precedent elsewhere in this
Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in
its sole discretion:


 


9.1 First
Closing. The obligation of the Buyer hereunder to purchase the Debentures at the First Closing is subject to the satisfaction,
at or before the First Closing Date, of each of the following conditions (in addition to any other conditions precedent elsewhere
in this Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any
time in its sole discretion:


 


(a) Each
Credit Party and/or the Chief Executive Officer/Chief Financial Officer (as applicable) of a Credit Party shall have executed
and delivered the Transaction Documents applicable to the First Closing and delivered the same to the Buyer, each signature of
a Credit Party thereon being notarized.


 




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(b) The
representations and warranties of the Credit Parties shall be true and correct in all material respects (except to the extent
that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such
representations and warranties shall be true and correct in all respects without further qualification) as of the date when made
and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific
date) and the Credit Parties shall have performed, satisfied and complied in all material respects with the covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Credit Parties at or prior to the
First Closing Date.


 


(c) The
Buyer shall have received an opinion of counsel from counsel to the Credit Parties in a form satisfactory to the Buyer and its
counsel.


 


(d) The
Credit Parties shall have executed and delivered to Buyer a closing certificate, certified as true, complete and correct by an
officer of the Credit Parties, in substance and form required by Buyer, which closing certificate shall include and attach as
exhibits: (i) a true copy of a certificate of good standing evidencing the formation and good standing of the Credit Parties from
the secretary of state (or comparable office) from the jurisdiction in which each Credit Party is formed; (ii) the Credit Parties’
Organizational Documents; (iii) copies of the resolutions of the board of directors of the Credit Parties as adopted by the Credit
Parties’ board of directors or managers, in a form acceptable to Buyer.; and (iv) copies of the resolutions adopted by the
shareholders or members of the Credit Parties, as applicable, approving and authorizing the execution, delivery and performance
of the Transaction Documents to which it is party and the transactions contemplated thereby, in a form acceptable to Buyer.


 


(e)
No event shall have occurred which could reasonably be expected to have a Material Adverse Effect.


 


(f)
The Buyer shall have received copies of UCC search reports, issued by the Secretary of State of the state of incorporation or
residency, as applicable, of the Credit Parties, dated such a date as is reasonably acceptable to Buyer, listing all effective
financing statements which name the Credit Parties, under their present name and any previous names, as debtors, together with
copies of such financing statements.


 


(g)
The Credit Parties shall have executed such other agreements, certificates, confirmations or resolutions as the Buyer may require,
to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement and
joint disbursement instructions as may be required by Buyer.


 


9.2 Additional
Closing. Provided the Buyer is to purchase additional Debentures in accordance with Section 4.4 at an Additional Closing,
the obligation of the Buyer hereunder to accept and purchase the Debentures at any Additional Closing is subject to the satisfaction,
at or before the Additional Closing Date, of each of the following conditions:


 


(a) The
Credit Parties shall have executed the Transaction Documents applicable to the Additional Closing and delivered the same to the
Buyer, each signature of a Credit Party thereon being notarized.


 






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(b) The
representations and warranties of the Credit Parties shall be true and correct in all material respects (except to the extent
that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such
representations and warranties shall be true and correct in all respects without further qualification) as of the date when made
and as of the Additional Closing Date as though made at that time (except for representations and warranties that speak as of
a specific date) and the Credit Parties shall have performed, satisfied and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Credit Parties at or prior
to the Additional Closing Date.


 








(c) No
event shall have occurred which could reasonably be expected to have a Material Adverse Effect.


 


(d) The
Buyer shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer and its counsel.


 


(e) No
default or Event of Default shall have occurred and be continuing under this Agreement or any other Transaction Documents, and
no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event
of Default under this Agreement or any other Transaction Documents.


 


(f) The
Credit Parties shall have executed such other agreements, certificates, confirmations or resolutions as the Buyer may require
to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement and
joint disbursement instructions as may be required by Buyer.


 


ARTICLE
X


INDEMNIFICATION


 


10.1 Credit
Parties’ Obligation to Indemnify. In consideration of the Buyer’s execution and delivery of this Agreement and
acquiring the Securities hereunder, and in addition to each Credit Party’s other obligations under this Agreement, each
Credit Party hereby agrees to defend and indemnify Buyer and its Affiliates and subsidiaries and their respective directors, officers,
employees, agents and representatives, and the successors and assigns of each of them (collectively, the “Buyer Indemnified
Parties”) and each Credit Party does hereby agree to hold the Buyer Indemnified Parties forever harmless, from and against
any and all Claims made, brought or asserted against the Buyer Indemnified Parties, or any one of them, and each Credit Party
hereby agrees to pay or reimburse the Buyer Indemnified Parties for any and all Claims payable by any of the Buyer Indemnified
Parties to any Person, including reasonable attorneys’ and paralegals’ fees and expenses, court costs, settlement
amounts, costs of investigation and interest thereon from the time such amounts are due at the highest non-usurious rate of interest
permitted by applicable Law, through all negotiations, mediations, arbitrations, trial and appellate levels, as a result of, or
arising out of, or relating to: (i) any misrepresentation or breach of any representation or warranty made by any Credit Party
in this Agreement, the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby;
(ii) any breach of any covenant, agreement or Obligation of any Credit Party contained in this Agreement, the Transaction Documents
or any other certificate, instrument or document contemplated hereby or thereby; or (iii) any Claims brought or made against the
Buyer Indemnified Parties, or any one of them, by a third party and arising out of or resulting from the execution, delivery,
performance or enforcement of this Agreement, the Transaction Documents or any other instrument, document or agreement executed
pursuant hereto or thereto, any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds
of the issuance of the Debentures, or the status of the Buyer or holder of any of the Securities, as a buyer and holder of such
Securities in any Credit Party. To the extent that the foregoing undertaking by any Credit Party may be unenforceable for any
reason, each Credit Party shall make the maximum contribution to the payment and satisfaction of each of the Claims covered hereby,
which is permissible under applicable Law.


 






    	31



    	 



    




 


ARTICLE
XI


MISCELLANEOUS


 


11.1 Notices.
All notices of request, demand and other communications hereunder shall be addressed to the parties as follows:


 


	If
    to the Company:	Pacific
    Ventures Group, Inc.
	 	117
    West 9th Street
		Suite
    316 
	 	Los
    Angeles, CA 90015
		Attention:
    Shannon Masjedi
		E-Mail:
    shannon@pacvgroup.com 
	 	 
	With
    a copy to:	Stephen
    J. Czarnik, Esq.
	(which
    shall not constitute notice)	245
    Park Avenue, 39th Floor
	 	New
    York, NY 10167
	 	E-mail:
    sczarnik@czarnikco.com
	 	 
	If
    to the Buyer:	TCA
    Special Situations Credit Strategies ICAV
	 	1315
    S. Hwy 89
	 	Suite
    101
	 	Jackson,
    Wyoming 83001
	 	Attn:
    Alyce Schreiber
	 	E-Mail:
    aschreiber@tcacap.com
	 	 
	With
    a copy to:	Lucosky
    Brookman LLP
	(which
    shall not constitute notice)	101
    Wood Avenue South, 5th Floor 
	 	Woodbridge,
    NJ 08830
	 	Attn:
    Seth A. Brookman, Esq. 
	 	E-Mail:
    sbrookman@lucbro.com


 




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and
shall be deemed valid and operative, unless the address is changed by the party by like notice given to the other parties. It
is the independent duty of each of the Credit Parties to promptly notify Buyer of any change in their actual address and to provide
a current e-mail address at which they can be contacted. Notice shall be in writing and shall be deemed delivered: (i) if mailed
by certified mail, return receipt requested, postage prepaid and properly addressed to the address below, then three (3) business
days after deposit of same in a regularly maintained U.S. Mail receptacle; or (ii) if mailed by Federal Express, UPS or other
nationally recognized overnight courier service, next business morning delivery, then one (1) business day after deposit of same
in a regularly maintained receptacle of such overnight courier; or (iii) if hand delivered, then upon hand delivery thereof to
the address indicated on or prior to 5:00 p.m., EST, on a business day. Any notice hand delivered after 5:00 p.m., EST, shall
be deemed delivered on the following business day. Notwithstanding the foregoing, notice, consents, waivers or other communications
referred to in this Agreement may be sent by facsimile, e-mail, or other method of delivery, but shall be deemed to have been
delivered only when the sending party has confirmed (by reply e-mail or some other form of written confirmation from the receiving
party) that the notice has been received by the other party.


 


11.2 Obligations
Absolute. None of the following shall affect the Obligations of the Company and each Guarantor to Buyer under this Agreement,
Buyer’s rights with respect to the Collateral or any other Transaction Documents:


 


(a) acceptance
or retention by Buyer of other property or any interest in property as security for the Obligations;


 


(b) release
by Buyer of all or any part of the Collateral or of any party liable with respect to the Obligations (other than the Company and
each Guarantor);


 


(c) release,
extension, renewal, modification or substitution by Buyer of the debentures or any other Transaction Documents; or


 


(d) failure
of Buyer to resort to any other security or to pursue the Company or any other obligor liable for any of the Obligations of the
Company and each Guarantor hereunder before resorting to remedies against the Collateral.


 


11.3 Entire
Agreement. This Agreement and the other Transaction Documents: (i) are valid, binding and enforceable against each Credit
Party and Buyer in accordance with its provisions and no conditions exist as to their legal effectiveness; (ii) constitute the
entire agreement between the parties; and (iii) are the final expression of the intentions of each Credit Party and Buyer. No
promises, either expressed or implied, exist between any Credit Party and Buyer, unless contained herein or in the Transaction
Documents. This Agreement and the Transaction Documents supersede all negotiations, representations, warranties, commitments,
offers, contracts (of any kind or nature, whether oral or written) prior to or contemporaneous with the execution hereof. EACH
CREDIT PARTY ACKNOWLEDGES THAT HE/SHE/IT HAS NOT RELIED UPON ANY STATEMENTS, PROMISES OR REPRESENTATIONS, IF ANY, THAT ARE NOT
CONTAINED WITHIN THIS AGREEMENT OR IN ANY OTHER THE TRANSACTION DOCUMENT AND WAIVES ANY RIGHTS, DEFENSES, OR CLAIMS ARISING FROM
ANY SUCH STATEMENTS, PROMISES OR REPRESENTATIONS.


 




    	33



    	 



    

 


11.4 Amendments;
Waivers. No promises of future action, amendment, modification, forbearance, termination, discharge or waiver of any provision
of this Agreement or of the Transaction Documents, nor any consent to any departure from the terms of this Agreement or any other
Transaction Document, by the Credit Parties therefrom, shall in any event be effective unless the same shall be in writing and
signed by Buyer, and then such waiver or consent shall be effective only for the specific purpose for which given. This Agreement
does not permit implied amendments based upon course of dealing or silence or oral representations of any sort.


 


11.5 WAIVER
OF CLAIMS AND DEFENSES. THE CREDIT PARTIES WAIVE EVERY PRESENT AND FUTURE DEFENSE, CAUSE OF ACTION, COUNTERCLAIM OR SETOFF
WHICH THE CREDIT PARTIES MAY NOW HAVE AS OF THE DATE HEREOF, OR AS THEY MAY IN THE FUTURE COME TO HAVE, TO ANY ACTION BY BUYER
IN ENFORCING THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENTS — OTHER THAN FOR SET OFF TO ESTABLISH THE AMOUNTS DUE AND
PAID IN RESPECT OF THE DEBENTURES. THE CREDIT PARTIES UNDERSTAND AND AGREE THAT THEY ARE WAIVING DEFENSES AND CLAIMS WHICH MAY
NOT YET HAVE ACCRUED OR OF WHICH THEY MAY NOT YET BE AWARE AS MATERIAL INDUCEMENT FOR BUYER ENTERING THIS AGREEMENT AND GRANTING
ANY FINANCIAL ACCOMMODATION TO THE CREDIT PARTIES. THIS PROVISION IS INTENDED TO BE CONSTRUED AS BROADLY AS PERMISSIBLE UNDER
APPLICABLE LAW. FURTHER, EACH OF THE CREDIT PARTIES UNDERSTANDS AND ACKNOWLEDGES THAT THE AGENTS AND REPRESENTATIVES OF THE BUYER
DO NOT HAVE AUTHORITY TO MAKE ANY STATEMENTS, PROMISES OR REPRESENTATIONS IN CONFLICT WITH OR IN ADDITION TO THE INFORMATION CONTAINED
IN THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, AND BUYER HEREBY SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY FOR ANY SUCH STATEMENTS,
PROMISES OR REPRESENTATIONS. BY EXECUTION OF THIS AGREEMENT, EACH CREDIT PARTY ACKNOWLEDGES THAT HE/SHE/IT HAS NOT RELIED UPON
SUCH STATEMENTS, PROMISES OR REPRESENTATIONS, IF ANY, AND WAIVES ANY RIGHTS, DEFENSES, OR CLAIMS ARISING FROM ANY SUCH STATEMENTS,
PROMISES OR REPRESENTATIONS.


 


11.6 WAIVER
OF JURY TRIAL. BUYER, THE CREDIT PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES, IRREVOCABLY, THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING BASED HEREON,
OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR ANY OF THE OBLIGATIONS HEREUNDER, THE
COLLATERAL, OR ANY OTHER AGREEMENT EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION WITH THIS AGREEMENT, OR ANY COURSE OF
CONDUCT OR COURSE OF DEALING IN WHICH BUYER AND THE COMPANY AND/OR THE GUARANTORS ARE ADVERSE PARTIES. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR BUYER PURCHASING THE DEBENTURES.


 




    	34



    	 



    

 


11.7 MANDATORY
FORUM SELECTION. TO INDUCE BUYER TO PURCHASE DEBENTURES, EACH OF THE CREDIT PARTIES IRREVOCABLY AGREES THAT ANY DISPUTE ARISING
UNDER, RELATING TO, OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THIS AGREEMENT OR RELATED TO ANY MATTER WHICH IS THE SUBJECT
OF OR INCIDENTAL TO THIS AGREEMENT ANY OTHER TRANSACTION, OR THE COLLATERAL (WHETHER OR NOT SUCH CLAIM IS BASED UPON BREACH OF
CONTRACT OR TORT) SHALL, EXCEPT AS HEREINAFTER PROVIDED, BE SUBJECT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND/OR
FEDERAL COURTS LOCATED IN BROWARD COUNTY, FLORIDA; PROVIDED, HOWEVER, BUYER MAY, AT BUYER’S SOLE OPTION, ELECT TO BRING
ANY ACTION IN ANY OTHER JURISDICTION. THIS PROVISION IS INTENDED TO BE A “MANDATORY” FORUM SELECTION CLAUSE AND GOVERNED
BY AND INTERPRETED CONSISTENT WITH FLORIDA LAW. EACH OF THE CREDIT PARTIES HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE
OF ANY STATE OR FEDERAL COURT HAVING IT SITUS IN SUCH COUNTY (OR TO ANY JURISDICTION OR VENUE, IF BUYER SO ELECTS), AND EACH OF
THE CREDIT PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS.


 


11.8 WAIVER
OF PERSONAL SERVICE. EACH CREDIT PARTY HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND CONSENTS THAT ALL SUCH SERVICE
OF PROCESS MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY FEDERAL EXPRESS, DIRECTED TO THE ISSUER, AS SET FORTH
AND ACCORDING TO THE TERMS IN THE NOTICE PROVISIONS HEREIN. EACH OF THE CREDIT PARTIES AGREES THAT NO ACKNOWLEDGMENT OF ACTUAL
RECEIPT OF PROCESS IS REQUIRED AND SERVICE WILL BE DEEMED EFFECTIVE PURSUANT TO TERMS OF NOTICE PROVISIONS CONTAINED HEREIN. SERVICE
MAY ALSO BE MADE IN ANY MANNER PROVIDED BY APPLICABLE STATUTE, LAW, RULE OF COURT OR OTHERWISE.


 


11.9 Assignability.
Buyer may at any time assign Buyer’s rights in this Agreement, the Debentures, any Transaction Document, or any part thereof
and transfer Buyer’s rights in any or all of the Collateral, and Buyer thereafter shall be relieved from all liability with
respect to such Collateral with written notice to the Credit Parties. In addition, with written notice to the Credit Parties  Buyer
may at any time sell one or more participations in the Debentures. No Credit Party may sell or assign this Agreement, any Transaction
Document or any other agreement with Buyer, or any portion thereof, either voluntarily or by operation of law, nor delegate any
of its duties of obligations hereunder or thereunder, without the prior written consent of Buyer, which consent may be withheld
or conditioned in Buyer’s sole and absolute discretion. This Agreement shall be binding upon Buyer, the Credit Parties and
their respective legal representatives, successors and permitted assigns. All references herein to any Credit Party shall be deemed
to include any successors, whether immediate or remote. In the case of a joint venture or partnership, the term “Company”,
“Companies”, “Credit Party” or “Guarantor” shall be deemed to include all joint venturers
or partners thereof, who shall be jointly and severally liable hereunder.


 




    	35



    	 



    

 


11.10 Publicity.
Buyer shall have the right to approve, before issuance, any press release or any other public statement with respect to the transactions
contemplated hereby made by the Company; provided, however, that the Company shall be entitled, without the prior approval of
Buyer, to issue any press release or other public disclosure with respect to such transactions required under applicable securities
or other laws or regulations. Notwithstanding the foregoing, the Company shall use their best efforts to consult Buyer in connection
with any such press release or other public disclosure prior to its release and Buyer shall be provided with a copy thereof upon
release thereof. Buyer shall have the right to make any press release with respect to the transactions contemplated hereby without
Company’s approval. In addition, with respect to any press release to be made by Buyer, the Company hereby authorize and
grants blanket permission to Buyer to include the Company’s stock symbols, if any, in any press releases. The Company shall,
promptly upon request, execute any additional documents of authority or permission as may be requested by Buyer in connection
with any such press releases.


 


11.11 Binding
Effect. This Agreement shall become effective upon execution by the Company, the Guarantors and Buyer.


 


11.12 Governing
Law. Except in the case of the Mandatory Forum Selection Clause in Section 11.6 above, which clause shall be governed
and interpreted in accordance with Florida law, this Agreement and all other Transaction Documents shall be delivered and accepted
in and shall be deemed to be contracts made under and governed by the internal laws of the State of Wyoming, and for all purposes
shall be construed in accordance with the laws of such State, without giving effect to the choice of law provisions of such State.


 


11.13 Enforceability.
Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited by, unenforceable or invalid under any jurisdiction, such provision
shall as to such jurisdiction, be severable and be ineffective to the extent of such prohibition or invalidity, without invalidating
the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.


 


11.14 Survival
of the Credit Parties’ Representations. All covenants, agreements, representations and warranties made by the Credit
Parties herein shall, notwithstanding any investigation by Buyer, be deemed material and relied upon by Buyer and shall survive
the making and execution of this Agreement and the Transaction Documents and the sale and purchase of the Debentures, and shall
be deemed to be continuing representations and warranties until such time as the Credit Parties have fulfilled all of its Obligations
to Buyer hereunder and under all other Transaction Documents, and Buyer has been indefeasibly paid in full.


 


11.15 Time
of Essence. Time is of the essence in making payments of all amounts due Buyer under this Agreement and the other Transaction
Documents and in the performance and observance by the Credit Parties of each covenant, agreement, provision and term of this
Agreement and the other Transaction Documents. The parties agree that in the event that any date on which performance is to occur
falls on a day other than a Business Day, then the time for such performance shall be extended until the next Business Day thereafter
occurring.


 




    	36



    	 



    

 


11.16 WAIVER
AND RELEASE. IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS MADE HEREIN, AND OTHER GOOD AND VALUABLE CONSIDERATION,
THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, AND INTENDING TO BE LEGALLY BOUND HEREBY, EACH CREDIT PARTY HEREBY
AGREES TO FULLY, FINALLY AND FOREVER RELEASE AND FOREVER DISCHARGE AND COVENANT NOT TO SUE THE BUYER INDEMNITEES, AND EACH ONE
OF THEM, FROM ANY AND ALL DEBTS, FEES, ATTORNEYS’ FEES, LIENS, COSTS, EXPENSES, DAMAGES, SUMS OF MONEY, ACCOUNTS, BONDS,
BILLS, COVENANTS, PROMISES, JUDGMENTS, CHARGES, DEMANDS, CLAIMS, CAUSES OF ACTION, PROCEEDINGS, SUITS, LIABILITIES, EXPENSES,
OBLIGATIONS OR CONTRACTS OF ANY KIND WHATSOEVER, WHETHER IN LAW OR IN EQUITY, WHETHER ASSERTED OR UNASSERTED, WHETHER KNOWN OR
UNKNOWN, FIXED OR CONTINGENT, UNDER STATUTE OR OTHERWISE, FROM THE BEGINNING OF TIME THROUGH THE EFFECTIVE DATE AND FROM THE EFFECTIVE
DATE THROUGH THE FUTURE, INCLUDING ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF ANY FINANCING TRANSACTIONS, CREDIT FACILITIES,
NOTES, DEBENTURES, SECURITY AGREEMENTS, AND OTHER AGREEMENTS, INCLUDING EACH OF THE TRANSACTION DOCUMENTS, ENTERED INTO BY THE
CREDIT PARTIES WITH BUYER. WITHOUT IN ANY MANNER LIMITING THE GENERALITY OF THE FOREGOING RELEASE, EACH OF THE CREDIT PARTIES
HEREBY AGREES AND ACKNOWLEDGES THAT THEY ARE RELEASING ANY CLAIMS THEY HAVE NOW WHICH HAVE ACCRUED OR WHICH MAY ACCRUE IN THE
FUTURE, SPECIFICALLY INCLUDING BUT NOT LIMITED TO: (A) ANY AND ALL CLAIMS REGARDING OR RELATING TO THE ENFORCEABILITY OF THE TRANSACTION
DOCUMENTS AS AGAINST ANY OF THE CREDIT PARTIES; (B) ANY AND ALL CLAIMS REGARDING, RELATING TO, OR OTHERWISE CHALLENGING THE GOVERNING
LAW PROVISIONS OF THE TRANSACTION DOCUMENTS ; (C) ANY AND ALL CLAIMS REGARDING OR RELATING TO THE AMOUNT OF PRINCIPAL, INTEREST,
FEES OR OTHER OBLIGATIONS DUE FROM ANY OF THE CREDIT PARTIES TO THE BUYER UNDER ANY OF THE TRANSACTION DOCUMENTS ; (D) ANY AND
ALL CLAIMS REGARDING OR RELATING TO THE BUYER’S CONDUCT OR BUYER’S FAILURE TO PERFORM ANY OF BUYER’S COVENANTS
OR OBLIGATIONS UNDER ANY OF THE TRANSACTION DOCUMENTS; (E) ANY AND ALL CLAIMS REGARDING OR RELATING TO ANY DELIVERY OR FAILURE
TO DELIVER ANY NOTICES BY THE BUYER TO THE CREDIT PARTIES; (F) ANY AND ALL CLAIMS REGARDING OR RELATING TO ANY FAILURE BY THE
BUYER TO FUND ANY ADVANCES OR OTHER AMOUNTS UNDER ANY OF THE TRANSACTION DOCUMENTS; (G) ANY AND ALL CLAIMS REGARDING OR RELATING
TO ANY ADVISORY OR INVESTMENT BANKING SERVICES (OR THE LACK THEREOF) PROVIDED BY THE BUYER TO ANY OF THE CREDIT PARTIES FOR WHICH
ANY ADVISORY OR INVESTMENT BANKING FEES MAY BE DUE AND OWING AND INCLUDED WITHIN THE OBLIGATIONS; AND (H) ANY AND ALL CLAIMS BASED
ON GROUNDS OF PUBLIC POLICY, UNCONSCIONABILITY, OR IMPLIED COVENANTS OF FAIR DEALING AND GOOD FAITH – OTHER THAN THOSE DEEMED
NON-WAIVABLE BY LAW OR APPLICABLE PUBLIC POLICY. THE CREDIT PARTIES FURTHER EXPRESSLY AGREE THAT THE FOREGOING RELEASE AND WAIVER
IS INTENDED TO BE AS BROAD AND INCLUSIVE AS PERMITTED BY THE LAWS GOVERNING THE TRANSACTION DOCUMENTS, AND THESE RELEASED CLAIMS
INCLUDE CLAIMS THAT THE CREDIT PARTIES DO NOT KNOW OR SUSPECT TO EXIST, WHETHER THROUGH IGNORANCE, OVERSIGHT, ERROR, NEGLIGENCE,
OR OTHERWISE, AND WHICH, IF KNOWN, WOULD MATERIALLY AFFECT THEIR DECISION TO ENTER INTO THIS AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENT. THE CREDIT PARTIES UNDERSTAND THAT THEY COULD HAVE CLAIMS ACCRUE IN THE FUTURE IN CONNECTION HEREWITH, BUT VOLUNTARILY
ELECT TO RELEASE THOSE CLAIMS NOW AS AN INDUCEMENT TO THE FINANCIAL ACOMMODATIONS PROVIDED HERE BY THE BUYER. THE FOREGOING WAIVERS
AND RELEASES BY THE CREDIT PARTIES ARE A MATERIAL INDUCEMENT FOR THE BUYER TO ENTER INTO THIS AGREEMENT, AND THE BUYER’S
AGREEMENT TO ENTER INTO THIS AGREEMENT IS SEPARATE AND MATERIAL CONSIDERATION TO THE CREDIT PARTIES FOR THE WAIVERS AND RELEASES
CONTAINED HEREIN, THE RECEIPT AND SUFFICIENCY OF SUCH CONSIDERATION IS HEREBY ACKNOWLEDGED BY THE CREDIT PARTIES. IN ADDITION,
EACH OF THE CREDIT PARTIES AGREES AND ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY TO NEGOTIATE THIS SPECIFIC WAIVER AND RELEASE
PROVISION OF THIS AGREEMENT, WITH AND THROUGH THEIR OWN COMPETENT COUNSEL. THE FOREGOING WAIVERS AND RELEASES SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS, AND REPAYMENT OF THE OBLIGATIONS.


 




    	37



    	 



    

 


11.15 Interpretation.
If any provision in this Agreement requires judicial or similar interpretation, the judicial or other such body interpreting or
construing such provision shall not apply the assumption that the terms hereof shall be more strictly construed against one party
because of the rule that an instrument must be construed more strictly against the party which itself or through its agents prepared
the same. The parties hereby agree that all parties and their agents have participated in the preparation hereof equally.


 


11.16 Compliance
with Federal Law. Each Credit Party shall: (i) ensure that no Person who owns a controlling interest in or otherwise controls
the Company is or shall be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained
by the Office of Foreign Assets Control (“OFAC”), the Department of the Treasury, included in any Executive
Orders or any other similar lists from any Governmental Authority, foreign or national; (ii) not use or permit the use of the
proceeds of the Debentures to violate any of the foreign asset control regulations of OFAC or any enabling statute or Executive
Order relating thereto, or any other similar national or foreign governmental regulations; and (iii) comply with all applicable
Lender Secrecy Act laws and regulations, as amended. As required by federal law and Buyer’s policies and practices, Buyer
may need to obtain, verify and record certain customer identification information and documentation in connection with opening
or maintaining accounts or establishing or continuing to provide services.


 


11.17 Termination.
Upon payment in full of all outstanding Debentures purchased hereunder, together with all other Obligations, including any charges,
fees and costs due and payable under this Agreement or under any of the Transaction Documents, the Company shall have the right
to terminate this Agreement upon written notice to the Buyer.


 


11.18 Gender
and Use of Singular and Plural. All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural,
as the identity of the party or parties or their personal representatives, successors and assigns may require.


 


11.19 Execution.
This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and
the same Agreement, and same shall become effective when counterparts have been signed by each party and each party has delivered
its signed counterpart to the other party. In the event that any signature is delivered by facsimile transmission or by e-mail
delivery of a “.pdf’ format file or other similar format file, such signature shall be deemed an original for all
purposes and shall create a valid and binding obligation of the party executing same with the same force and effect as if such
facsimile or “.pdf’ signature page was an original thereof.


 


11.20 Headings.
The article and section headings contained in this Agreement are inserted for convenience only and shall not affect in any way
the meaning or interpretation of the Agreement.


 


11.21 Further
Assurances. The Company and the Guarantors will execute and deliver such further instruments and do such further acts and
things as may be reasonably required by Buyer to carry out the intent and purposes of this Agreement.


 


11.22 No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


[signature
pages follow]


 




    	38



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year set forth above.


 


	COMPANY:	 
	 	 
	PACIFIC
    VENTURES GROUP, INC.	 
	 	 
	By:
    _________________________________	 
	Name:
    Shannon Masjedi	 
	Title:
    Chief Executive Officer	 
	 	 
	STATE
    OF ________________	)	 
	 	)
    SS.	 
	COUNTY
    OF ______________	)	 


 


The
undersigned, a Notary Public in and for the said County, in the State aforesaid, DOES HEREBY CERTIFY that Shannon Masjedi, the
Chief Executive Officer of Pacific Ventures Group, Inc., a California limited liability company, who is personally known to me
to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged
that he/she signed and delivered the said instrument as his/her own free and voluntary act and as the free and voluntary act of
said limited liability company, for the uses and purposes therein set forth.


 


GIVEN
under my hand and notarial seal this _____ day of ________________, 20____.


 





	 	 
	 	Notary
    Public
	 	 
	 	My
    Commission Expires:
	 	 
	 	 






 














    	39



    	 



    

 


	BUYER:	 
	 	 	 
	TCA
    SPECIAL SITUATIONS CREDIT STRATEGIES ICAV	 
	 	             	 
	By:		 
	Name:
    		 
	Title:
    		 




 




    	40



    	 



    

 


CONSENT
AND AGREEMENT


 


The
undersigned, referred to in the foregoing securities purchase agreement as a guarantor, hereby consents and agrees to said securities
purchase agreement and to the payment of the amounts contemplated therein, documents contemplated thereby and to the provisions
contained therein relating to conditions to be fulfilled and obligations to be performed by it pursuant to or in connection with
said securities purchase agreement to the same extent as if the undersigned were a party to said securities purchase agreement.


 


GUARANTOR:


 


	SEAPORT
    GROUP ENTERPRISES, LLC	 
	 	 	 
	By:	    	 
	Name:	Shannon
    Masjedi	 
	Title:	Manager	 




 


	STATE
    OF ________________	)	 
	 	)
    SS.	 
	COUNTY
    OF ______________	)	 



 


The
undersigned, a Notary Public in and for the said County, in the State aforesaid, DOES HEREBY CERTIFY that Shannon Masjedi, a Manager
of Seaport Group Enterprises, LLC, a California limited liability company, who is personally known to me to be the same person
whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed
and delivered the said instrument as his/her own free and voluntary act and as the free and voluntary act of said limited liability
company, for the uses and purposes therein set forth.


 


GIVEN
under my hand and notarial seal this _____ day of ________________, 20____.


 





	 	 
	 	Notary
    Public
	 	 
	 	My
    Commission Expires:
	 	 
	 	 





 







    	41



    	 



    

 


CONSENT
AND AGREEMENT


 


The
undersigned, referred to in the foregoing securities purchase agreement as a guarantor, hereby consents and agrees to said securities
purchase agreement and to the payment of the amounts contemplated therein, documents contemplated thereby and to the provisions
contained therein relating to conditions to be fulfilled and obligations to be performed by it pursuant to or in connection with
said securities purchase agreement to the same extent as if the undersigned were a party to said securities purchase agreement.


 


GUARANTOR:


 


	TCA
    ROYALTY FOODS I, LLC	 
	 	 	 
	By:		 
	Name:	Shannon
    Masjedi	 
	Title:	Manager	 




 





	STATE OF ________________	)	 
	 	) SS.	 
	COUNTY OF ______________	)	 




 


The
undersigned, a Notary Public in and for the said County, in the State aforesaid, DOES HEREBY CERTIFY that Shannon Masjedi, a Manager
of TCA Royalty Foods I, LLC, a Florida limited liability company, who is personally known to me to be the same person whose name
is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and delivered
the said instrument as his/her own free and voluntary act and as the free and voluntary act of said limited liability company,
for the uses and purposes therein set forth.


 


GIVEN
under my hand and notarial seal this _____ day of ________________, 20____.


 








	 	 
	 	Notary
    Public
	 	 
	 	My
    Commission Expires:
	 	 
	 	 


 







    	42



    	 



    

 


CONSENT
AND AGREEMENT


 


The
undersigned, referred to in the foregoing securities purchase agreement as a guarantor, hereby consents and agrees to said securities
purchase agreement and to the payment of the amounts contemplated therein, documents contemplated thereby and to the provisions
contained therein relating to conditions to be fulfilled and obligations to be performed by it pursuant to or in connection with
said securities purchase agreement to the same extent as if the undersigned were a party to said securities purchase agreement.


 


GUARANTOR:


 





	SNOBAR
    HOLDINGS, INC.	 
	 	 	 
	By:	 	 
	Name:	Shannon Masjedi	 
	Title:	Chief Executive
    Officer	 




 





	STATE OF ________________	)	 
	 	) SS.	 
	COUNTY OF ______________	)	 










 


The
undersigned, a Notary Public in and for the said County, in the State aforesaid, DOES HEREBY CERTIFY that Shannon Masjedi, the
Chief Executive Officer of Snobar Holdings, Inc., a Delaware corporation, who is personally known to me to be the same person
whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed
and delivered the said instrument as his/her own free and voluntary act and as the free and voluntary act of said corporation,
for the uses and purposes therein set forth.


 


GIVEN
under my hand and notarial seal this _____ day of ________________, 20____.


 





	 	 
	 	Notary
    Public
	 	 
	 	My
    Commission Expires:
	 	 
	 	 


 













    	43



    	 



    

 


CONSENT
AND AGREEMENT


 


The
undersigned, referred to in the foregoing securities purchase agreement as a guarantor, hereby consents and agrees to said securities
purchase agreement and to the payment of the amounts contemplated therein, documents contemplated thereby and to the provisions
contained therein relating to conditions to be fulfilled and obligations to be performed by it pursuant to or in connection with
said securities purchase agreement to the same extent as if the undersigned were a party to said securities purchase agreement.


 


GUARANTOR:


 


	SNOBAR
    TRUST	 
	 	 
	By:	 	 
	Name:	Azizollah Masjedi	 
	Title:	Trustee	 




 





	STATE OF ________________	)	 
	 	) SS.	 
	COUNTY OF ______________	)	 












 


The
undersigned, a Notary Public in and for the said County, in the State aforesaid, DOES HEREBY CERTIFY that Azizollah Masjedi, the
Trustee of Snobar Trust, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument as his/her own free
and voluntary act and as the free and voluntary act of said trust, for the uses and purposes therein set forth.


 


GIVEN
under my hand and notarial seal this _____ day of ________________, 20____.


 





	 	 
	 	Notary Public
	 	 
	 	My Commission Expires:
	 	 
	 	 











 










    	44



    	 



    

 


CONSENT
AND AGREEMENT


 


The
undersigned, referred to in the foregoing securities purchase agreement as a guarantor, hereby consents and agrees to said securities
purchase agreement and to the payment of the amounts contemplated therein, documents contemplated thereby and to the provisions
contained therein relating to conditions to be fulfilled and obligations to be performed by it pursuant to or in connection with
said securities purchase agreement to the same extent as if the undersigned were a party to said securities purchase agreement.


 


GUARANTOR:


 


	INTERNATIONAL
    PRODUCTION IMPEX CORP.	 
	 	   	 
	By:		 
	Name:	Shannon
    Masjedi	 
	Title:	Chief
    Executive Officer	 




 





	STATE OF ________________	)	 
	 	) SS.	 
	COUNTY OF ______________	)	 











 


The
undersigned, a Notary Public in and for the said County, in the State aforesaid, DOES HEREBY CERTIFY that Shannon Masjedi, the
Chief Executive Officer of International Production Impex Corp.., a California corporation, who is personally known to me to be
the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that
he/she signed and delivered the said instrument as his/her own free and voluntary act and as the free and voluntary act of said
corporation, for the uses and purposes therein set forth.


 


GIVEN
under my hand and notarial seal this _____ day of ________________, 20____.


 





	 	 
	 	Notary
    Public
	 	 
	 	My
    Commission Expires:
	 	 
	 	 


 













    	45



    	 



    

 


CONSENT
AND AGREEMENT


 


The
undersigned, referred to in the foregoing securities purchase agreement as a guarantor, hereby consents and agrees to said securities
purchase agreement and to the payment of the amounts contemplated therein, documents contemplated thereby and to the provisions
contained therein relating to conditions to be fulfilled and obligations to be performed by it pursuant to or in connection with
said securities purchase agreement to the same extent as if the undersigned were a party to said securities purchase agreement.


 


GUARANTOR:


 


	MAS
    GLOBAL DISTRIBUTORS, INC.	 
	 	 	 
	By:		 
	Name:	Shannon
    Masjedi	 
	Title:	Chief
    Executive Officer	 




 


	STATE
    OF ________________	)	 
	 	)
    SS.	 
	COUNTY
    OF ______________	)	 



 


The
undersigned, a Notary Public in and for the said County, in the State aforesaid, DOES HEREBY CERTIFY that Shannon Masjedi, the
Chief Executive Officer of MAS Global Distributors, Inc., a California corporation, who is personally known to me to be the same
person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she
signed and delivered the said instrument as his/her own free and voluntary act and as the free and voluntary act of said corporation,
for the uses and purposes therein set forth.


 


GIVEN
under my hand and notarial seal this _____ day of ________________, 20____.


 





	 	 
	 	Notary
    Public
	 	 
	 	My
    Commission Expires:
	 	 
	 	 


 













    	46



    	 



    

 


EXHIBIT
A


 


FORM
OF DEBENTURES


 




    	47



    	 



    

 


EXHIBIT
B


 


FORM
OF SECURITY AGREEMENT


 




    	48



    	 



    

 


EXHIBIT
C


 


FORM
OF GUARANTY


 




    	49



    	 



    

 


EXHIBIT
D


 


FORM
OF PLEDGE AGREEMENT


 




    	50



    	 



    

 


EXHIBIT
E


 


FORM
OF AFFIRMATION AND COMPLIANCE CERTIFICATE


 




    	51



    	 



    

 


EXHIBIT
F


 


FORM
OF USE OF PROCEEDS CONFIRMATION


 




    	52



    	 



    

 


EXHIBIT
G


 


FORM
OF VALIDITY CERTIFICATE


 




    	53



    	 



    

 


SCHEDULE
6.1


 


SUBSIDIARIES


 


Seaport
Group Enterprises, LLC

TCA Royalty Foods I, LLC

Snobar Holdings, Inc.

Snobar Trust


International
Production Impex Corp.


MAS
Global Distributors, Inc.


 






    	54



    	 



    

 


SCHEDULE
6.4


 


CAPITALIZATION


 


Pacific
Ventures Group, Inc.


 


Preferred
stock, $.001 par value, 10,000,000 shares authorized, 1,000,000 Series E, issued and outstanding Common stock, $.001 par value,
900,000,000 shares authorized, and 477,226,000 issued and outstanding, respectively.


 


Each
of Snobar Holdings, Inc., Snobar Trust, International Production Impex Corp., and MAS Global Distributors, Inc. are directly or
indirectly wholly-owned by Pacific Ventures Group.


 


Seaport
Group Enterprises, LLC is 90.01% owned by Pacific Ventures Group, Inc.


 


TCA
Royalty Foods I, LLC is 95% owned by Pacific Ventures Group, Inc.


 




    	55



    	 



    

 


SCHEDULE
6.12


 


REAL
PROPERTY


 


N/A


 






    	56



    	 



    

 


SCHEDULE
6.15


 


IP
RIGHTS


 


Pacific
Ventures Group, Inc.


Seaport
Group Enterprises, LLC

TCA Royalty Foods I, LLC

Snobar Holdings, Inc.

Snobar Trust


International
Production Impex Corp.


MAS
Global Distributors, Inc.


 


All
of the companies listed above have all enforceable rights to use all trademarks, trade names, service marks etc. NO IP rights
are licensed. 


 




    	57



    	 



    

 


SCHEDULE
6.21


 


BANK
ACCOUNTS; BUSINESS LOCATIONS


 


[ISSUER
TO PROVIDE IN THIS FORMAT FOR EACH ACCOUNT OF THE ISSUER AND GUARANTORS]


 


Bank:



 


Account
Name:  


 


Routing
Number:  


 


Account
Number:  


 


Authorized
Signatories:


 


Business
Location(s):


 


117
West 9th Street


Suite
316


Los
Angeles, CA 90015


 


2533
Folex Way

Spring Valley, CA 91978


 






    	58