Exhibit
10.5


 


PLEDGE
AND ESCROW AGREEMENT


 


THIS
PLEDGE AND ESCROW AGREEMENT (“Agreement”) is made and entered into as of December __, 2019, but made
effective as of December__, 2019, by and between PACIFIC VENTURES GROUP, INC., a corporation incorporated under the laws
of the State of Delaware (the “Pledgor”), and TCA SPECIAL SITUATIONS CREDIT STRATEGIES ICAV,
an Irish collective asset vehicle (the “Secured Party”), with the joinder of LUCOSKY BROOKMAN LLP
(“Escrow Agent”).


 


RECITALS


 


WHEREAS,
the Secured Party has made certain financial accommodations for the benefit of the Pledgor pursuant to that certain Securities
Purchase Agreement of even date herewith among the Pledgor, and Secured Party, among others (the “Purchase Agreement”);
and


 


WHEREAS,
in order to secure the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of
all of the Pledgor’s Obligations to the Secured Party, or any successor to the Secured Party, under the Purchase Agreement
and all other Transaction Documents, Pledgor has agreed to irrevocably pledge to the Secured Party __% of the membership interests
(the “Pledged Securities”) of TCA Royalty Foods I, LLC, a limited liability company organized and existing
under the laws of the State of Florida (the “Company”); and


 


NOW,
THEREFORE, in consideration of the mutual covenants, agreements, warranties, and representations herein contained, and for
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:


 


1.
Recitals, Construction and Defined Terms. The recitations set forth in the preamble of this Agreement are true and correct
and incorporated herein by this reference. 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 “Section” or “Subsection” refer to
the respective Sections and Subsections of this Agreement, and references to “Exhibit” or “Schedule” refer
to the respective Exhibits and Schedules attached hereto; and (iii) wherever the word “include,” “includes,”
“including” or words of similar import are used in this Agreement, such words will be deemed to be followed by the
words “without limitation.” All capitalized terms used in this Agreement that are defined in the Purchase Agreement
shall have the meanings assigned to them in the Purchase Agreement, unless the context of this Agreement requires otherwise (provided
that if a capitalized term used herein is defined in the Purchase Agreement and separately defined in this Agreement, the meaning
of such term as defined in this Agreement shall control for purposes of this Agreement).


 




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2.
Pledge. In order to secure the full and timely payment and performance of all of the Pledgor’s Obligations to the
Secured Party under the Transaction Documents, the Pledgor hereby transfers, pledges, assigns, sets over, delivers and grants
to the Secured Party a continuing lien and security interest in and to all of the following property of Pledgor, both now owned
and existing and hereafter created, acquired and arising (all being collectively hereinafter referred to as the “Collateral”)
and all right, title and interest of Pledgor in and to the Collateral, to-wit:


 


(a)
the Pledged Securities owned by Pledgor;


 


(b)
any certificates representing or evidencing the Pledged Securities, if any;


 


(c)
any and all distributions thereon, and cash and non-cash proceeds and products thereof, including all dividends, cash, distributions,
income, profits, instruments, securities, stock dividends, distributions of capital stock or other securities of the Company and
all other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon conversion
of the Pledged Securities, whether in connection with stock splits, recapitalizations, merger, conversions, combinations, reclassifications,
exchanges of securities or otherwise; and


 


(d)
any and all voting, management, and other rights, powers and privileges accruing or incidental to an owner of the Pledged Securities
and the other property referred to in subsections 2(a) through 2(c) above.


 


3.
Transfer of Pledged Securities. Simultaneously with the execution of this Agreement, Pledgor shall deliver to the Escrow
Agent: (i) the Pledged Securities and all physical certificates, representing or evidencing the Pledged Securities, otherwise
together with undated, irrevocable and duly executed assignments or proxies thereof in form and substance acceptable to Secured
Party (together with medallion guaranteed signatures, if required by Secured Party), executed in blank by Pledgor; (ii) all other
property, instruments, documents and papers comprising, representing or evidencing the Collateral, or any part thereof, together
with proper instruments of assignment or endorsement, as Secured Party may request or require, duly executed by Pledgor (collectively,
items (i) and (ii), the “Transfer Documents”); and (iii) an irrevocable proxies in favor of the Secured
Party in respect of the Pledged Securities (the “Irrevocable Proxies”) The Pledged Securities, the Irrevocable
Proxies and other Transfer Documents (collectively, the “Pledged Materials”) shall be held by the Escrow
Agent pursuant to this Agreement until the full payment and performance of all of the Obligations, the termination or expiration
of this Agreement, or delivery of the Pledged Materials in accordance with this Agreement. In addition, all non-cash dividends,
dividends paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution of the Company,
instruments, securities and any other distributions, whether paid or payable in cash or otherwise, made on or in respect of the
Pledged Securities, whether resulting from a subdivision, combination, or reclassification of the outstanding capital stock or
other securities of the Company, or received in exchange for the Pledged Securities or any part thereof, or in redemption thereof,
as a result of any merger, consolidation, acquisition, or other exchange of assets to which the Company may be a party or otherwise,
or any other property that constitutes part of the Collateral from time to time, including any additional certificates representing
any portion of the Collateral hereafter acquired by the Pledgor, shall be immediately delivered or cause to be delivered by Pledgor
to the Escrow Agent in the same form as so received, together with proper instruments of assignment or endorsement duly executed
by Pledgor.


 




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4.
Security Interest Only. The security interests in the Collateral granted to Secured Party hereunder are granted as security
only and shall not subject the Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the
Pledgor with respect to any of the Collateral or any transaction in connection therewith.


 


5.
Record Owner of Collateral. Until an “Event of Default” (as hereinafter defined) which has not been cured or
waived by the Secured Party under this Agreement shall occur, the Pledged Securities shall remain registered in the name of the
Pledgor. Pledgor will promptly give to the Secured Party copies of any notices or other communications received by it and with
respect to Collateral registered in the name of Pledgor.


 


6.
Rights Related to Pledged Securities. Subject to the terms of this Agreement:


 


(a)
Unless and until an Event of Default under this Agreement which has not been cured or waived by the Secured Party shall occur,
Pledgor shall be entitled to exercise any and all voting, management, and other rights, powers and privileges accruing to an owner
of the Pledged Securities, or any part thereof, for any purpose consistent with the terms of this Agreement; provided, however,
such action would not materially and adversely affect the rights inuring to Secured Party under any of the Transaction Documents,
or adversely affect the remedies of the Secured Party under any of the Transaction Documents, or the ability of the Secured Party
to exercise same.


 


(b)
Upon the occurrence of an Event of Default which has not been cured or waived by the Secured Party, all rights of the Pledgor
in and to the Pledged Securities and all other Collateral shall cease and all such rights shall immediately vest in Secured Party,
as may be determined by Secured Party, although Secured Party shall not have any duty to exercise such rights or be required to
sell or to otherwise realize upon the Collateral, as hereinafter authorized, or to preserve the same, and Secured Party shall
not be responsible for any failure to do so or delay in doing so. To effectuate the foregoing, Pledgor hereby grants to Secured
Party a proxy to vote the Pledged Securities for and on behalf of Pledgor, which proxy is irrevocable and coupled with an interest
and which proxy shall be effective upon the occurrence of any Event of Default which has not been cured or waived by the Secured
Party. Such proxy shall remain in effect so long as the Obligations remain outstanding. The Company hereby agrees that any vote
by Pledgor in violation of this Section 6 shall be null, void and of no force or effect. Furthermore, all dividends or other distributions
received by the Pledgor shall be subject to delivery to Escrow Agent in accordance with Section 3 above, and until such delivery,
any of such dividends and other distributions shall be received in trust for the benefit of the Secured Party, shall be segregated
from other property or funds of the Pledgor and shall be forthwith delivered to Escrow Agent in accordance with Section 3 above.


 


7.
Release of Pledged Securities. Upon the timely payment in full of all of the Obligations in accordance with the terms thereof,
Secured Party shall timely notify the Escrow Agent in writing to such effect. Upon receipt of such written notice, the Escrow
Agent shall return all of the Pledged Materials in Escrow Agent’s possession to the Pledgor, whereupon any and all rights
of Secured Party in and to the Pledged Materials and all other Collateral shall be terminated.


 




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8.
Representations, Warranties, and Covenants of the Pledgor and the Company. The Pledgor and the Company hereby covenant,
warrant and represent, for the benefit of the Secured Party, as follows (the following representations and warranties shall be
made as of the date of this Agreement and as of each date when Pledged Securities are delivered to Escrow Agent hereunder, as
applicable):


 


(a)
The Pledged Securities are free and clear of any and all Liens, other than as created by this Agreement.


 


(b)
The Pledged Securities have been duly authorized and are validly issued, fully paid and non-assessable, and are subject to no
options to purchase, or any similar rights or to any restrictions on transferability.


 


(c)
Each certificate or document of title constituting the Pledged Securities is genuine in all respects and represents what it purports
to be.


 


(d)
By virtue of the execution and delivery of this Agreement and upon delivery to Escrow Agent of the Pledged Securities in accordance
with this Agreement, Secured Party will have a valid and perfected, first priority security interest in the Collateral, subject
to no prior or other Liens of any nature whatsoever.


 


(e)
Pledgor covenants, that for so long as this Agreement is in effect, Pledgor will defend the Collateral and the priority of Secured
Party’s security interests therein, at its sole cost and expense, against the claims and demands of all Persons at anytime
claiming the same or any interest therein.


 


(f)
At its option, Secured Party may pay, for Pledgor’s account, any taxes (including documentary stamp taxes), Liens, security
interests, or other encumbrances at any time levied or placed on the Collateral. Pledgor agrees to reimburse Secured Party on
demand for any payment made or expense incurred by Secured Party pursuant to the foregoing authorization. Any such amount, if
not promptly paid upon demand therefor, shall accrue interest at the highest non-usurious rate permitted by applicable law from
the date of outlay, until paid, and shall constitute an Obligation secured hereby.


 


(g)
The Pledged Securities constitute all of the securities owned, legally or beneficially, by the Pledgor of the Company, and such
securities represent ___% of the membership interests of the Company. At all times while this Agreement remains in effect, the
Pledged Securities shall constitute and represent __% of the membership interests of the Company.


 


(h)
The Company and the Pledgor hereby authorize Secured Party to prepare and file such financing statements, amendments and other
documents and do such acts as Secured Party deems necessary in order to establish and maintain valid, attached and perfected,
first priority security interests in the Collateral in favor of Secured Party, for its own benefit and as agent for its Affiliates,
free and clear of all Liens and claims and rights of third parties whatsoever. The Company and Pledgor hereby irrevocably authorize
Secured Party at any time, and from time to time, to file in any jurisdiction any initial financing statements, amendments, continuations
and other documents in furtherance of the foregoing.


 




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9.
Events of Default. The occurrence of any one or more of the following events shall constitute an “Event of
Default” hereunder:


 


(a)
Default. The occurrence of any breach, default or “Event of Default” (as such term may be defined in any Transaction
Documents), after applicable notice and cure periods, under any of the Transaction Documents.


 


(b)
Covenants and Agreements. The failure of Pledgor or any Company to perform, observe or comply with any and all of the covenants,
promises and agreements of the Pledgor and the Company in this Agreement, which such failure is not cured by the Pledgor or the
Company within ten (10) days after receipt of written notice thereof from Secured Party, except that there shall be no notice
or cure period with respect to any failure to pay any sums due under or as part of the Obligations (provided that if the failure
to perform or default in performance is not capable of being cured, in Secured Party’s sole discretion, then the cure period
set forth herein shall not be applicable and the failure or default shall be an immediate Event of Default hereunder).


 


(c)
Information, Representations and Warranties. If any representation or warranty made herein or in any other Transaction
Documents, or if any information contained in any financial statement, application, schedule, report or any other document given
by the Company to Secured Party in connection with the Obligations, with the Collateral, or with the Transaction Documents, is
not in all material respects true, accurate and complete, or if the Pledgor or the Company omitted to state any material fact
or any fact necessary to make such information not misleading.


 


10.
Rights and Remedies. Subject at all times to the Uniform Commercial Code as then in effect in the State governing this
Agreement, the Secured Party shall have the following rights and remedies upon the occurrence and continuation of an Event of
Default:


 


(a)
Upon and anytime after the occurrence and continuation of an Event of Default which has not been cured or waived by the Secured
Party, the Secured Party shall have the right to acquire the Pledged Securities and all other Collateral in accordance with the
following procedure: (i) the Secured Party shall provide written notice of such Event of Default (the “Default Notice”)
to the Escrow Agent, with a copy to the Pledgor and the Company; (ii) as soon as practicable after receipt of a Default Notice,
the Escrow Agent shall deliver the Pledged Securities and all other Collateral, along with the applicable Transfer Documents,
to the Secured Party.


 


(b)
Upon receipt of the Pledged Securities and other Collateral issued to the Secured Party, the Secured Party shall have the right
to, without notice or demand to Pledgor or the Company: (i) sell the Collateral and to apply the proceeds of such sales, net of
any selling commissions, to the Obligations owed to the Secured Party by the Company under the Transaction Documents, including
outstanding principal, interest, legal fees, and any other amounts owed to the Secured Party; and (ii) exercise in any jurisdiction
in which enforcement hereof is sought, any rights and remedies available to Secured Party under the provisions of any of the Transaction
Documents, the rights and remedies of a secured party under the Uniform Commercial Code as then in effect in the State governing
this Agreement, and all other rights and remedies available to the Secured Party, under equity or applicable law, all such rights
and remedies being cumulative and enforceable alternatively, successively or concurrently. In furtherance of the foregoing rights
and remedies:


 




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(i)
Secured Party may sell the Pledged Securities, or any part thereof, or any other portion of the Collateral, in one or more sales,
at public or private sale, conducted by any agent of, or auctioneer or attorney for Secured Party, at Secured Party’s place
of business or elsewhere, or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery,
and at such price or prices, all as Secured Party may deem appropriate. Secured Party may be a purchaser at any such sale of any
or all of the Collateral so sold. In the event Secured Party is a purchaser at any such sale, Secured Party may apply to such
purchase all or any portion of the sums then due and owing by the Company to Secured Party under any of the Transaction Documents
or otherwise, and the Secured Party may, upon compliance with the terms of the sale, hold, retain and dispose of such property
without further accountability to the Pledgor or the Company therefore. Secured Party is authorized, in its absolute discretion,
to restrict the prospective bidders or purchasers of any of the Collateral at any public or private sale as to their number, nature
of business and investment intention, including the restricting of bidders or purchasers to one or more persons who represent
and agree, to the satisfaction of Secured Party, that they are purchasing the Collateral, or any part thereof, for their own account,
for investment, and not with a view to the distribution or resale of any of such Collateral.


 


(ii)
Upon any such sale, Secured Party shall have the right to deliver, assign and transfer to each purchaser thereof the Collateral
so sold to such purchaser. Each purchaser (including Secured Party) at any such sale shall, to the full extent permitted by law,
hold the Collateral so purchased absolutely free from any claim or right whatsoever, including, without limitation, any equity
or right of redemption of the Pledgor, who, to the full extent that it may lawfully do so, hereby specifically waives all rights
of redemption, stay, valuation or appraisal which she now has or may have under any rule of law or statute now existing or hereafter
adopted.


 


(iii)
At any such sale, the Collateral may be sold in one lot as an entirety, in separate blocks or individually as Secured Party may
determine, in its sole and absolute discretion. Secured Party shall not be obligated to make any sale of any Collateral if it
shall determine in its sole and absolute discretion, not to do so, regardless of the fact that notice of sale of such Collateral
shall have been given. Secured Party may, without notice or publication, adjourn any public or private sale from time to time
by announcement at the time and place fixed for such sale, or any adjournment thereof, and any such sale may be made at any time
or place to which the same may be so adjourned without further notice or publication.


 




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(iv)
The Pledgor and the Company acknowledge that compliance with applicable federal and state securities laws (including, without
limitation, the Securities Act of 1933, as amended, blue sky or other state securities laws or similar laws now or hereafter existing
analogous in purpose or effect) might very strictly limit or restrict the course of conduct of Secured Party if Secured Party
were to attempt to sell or otherwise dispose of all or any part of the Collateral, and might also limit or restrict the extent
to which or the manner in which any subsequent transferee of any such securities could sell or dispose of the same. The Pledgor
and the Company further acknowledge that under applicable laws, Secured Party may be held to have certain general duties and obligations
to the Pledgor, as pledgors of the Collateral, or the Company, to make some effort toward obtaining a fair price for the Collateral
even though the obligations of the Pledgor and the Company may be discharged or reduced by the proceeds of sale at a lesser price.
The Pledgor and the Company understand and agree that, to the extent allowable under applicable law, Secured Party is not to have
any such general duty or obligation to the Pledgor or the Company, and neither the Pledgor nor the Company will attempt to hold
Secured Party responsible for selling all or any part of the Collateral at an inadequate price even if Secured Party shall accept
the first offer received or does not approach more than one possible purchaser. Without limiting their generality, the foregoing
provisions would apply if, for example, Secured Party were to place all or any part of such securities for private placement by
an investment banking firm, or if such investment banking firm purchased all or any part of such securities for its own account,
or if Secured Party placed all or any part of such securities privately with a purchaser or purchasers.


 


(c)
To the extent that the net proceeds received by the Secured Party are insufficient to satisfy the Obligations in full, the Secured
Party shall be entitled to a deficiency judgment against the Company and any other Person obligated for the Obligations for such
deficiency amount. The Secured Party shall have the absolute right to sell or dispose of the Collateral, or any part thereof,
in any manner it sees fit and shall have no liability to the Pledgor, the Company, or any other party for selling or disposing
of such Collateral even if other methods of sales or dispositions would or allegedly would result in greater proceeds than the
method actually used. The Company and any other Person obligated for the Obligations shall remain liable for all deficiencies
and shortfalls, if any, that may exist after the Secured Party has exhausted all remedies hereunder.


 


(d)
Each right, power and remedy of the Secured Party provided for in this Agreement or any other Transaction Document shall be cumulative
and concurrent and shall be in addition to every other such right, power or remedy. The exercise or beginning of the exercise
by the Secured Party of any one or more of the rights, powers or remedies provided for in this Agreement or any other Transaction
Documents, or now or hereafter existing at law or in equity or by statute or otherwise, shall not preclude the simultaneous or
later exercise by the Secured Party of all such other rights, powers or remedies, and no failure or delay on the part of the Secured
Party to exercise any such right, power or remedy shall operate as a waiver thereof. No notice to or demand on the Pledgor in
any case shall entitle it to any other or further notice or demand in similar or other circumstances or constitute a waiver of
any of the rights of the Secured Party to any other further action in any circumstances without demand or notice. The Secured
Party shall have the full power to enforce or to assign or contract its rights under this Agreement to a third party.


 


(e)
In addition to all other remedies available to the Secured Party, upon the issuance of the Pledged Securities to the Secured Party,
Pledgor and the Company each agree to: (i) take such action and prepare, distribute and/or file such documents and papers, as
are required or advisable in the opinion of Secured Party and/or its counsel, to permit the sale of the Pledged Securities, whether
at public sale, private sale or otherwise, including, without limitation, issuing, or causing its counsel to issue, any opinion
of counsel for Pledgor or the Company required to allow the Secured Party to sell the Pledged Securities or any other Collateral
under Rule 144; (ii) to bear all costs and expenses of carrying out its obligations under this Section 8(e), which shall be a
part of the Obligations secured hereby; and (iv) that there is no adequate remedy at law for the failure by the Pledgor and the
Company to comply with the provisions of this Section 8(e) and that such failure would not be adequately compensable in damages,
and therefore agrees that its agreements contained in this subsection may be specifically enforced.


 




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11.
Concerning the Escrow Agent.


 


(a)
The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no implied duties or obligations
shall be read into this Agreement against the Escrow Agent. Escrow Agent agrees to release any property held by it hereunder (the
“Escrowed Property”) in accordance with the terms and conditions set forth in this Agreement.


 


(b)
The Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine,
may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument, and may assume that
any person purporting to give any writing, notice, advice or instructions in connection with the provisions hereof has been duly
authorized to do so. The Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner,
and execution, or validity of any instrument deposited in this escrow, nor as to the identity, authority, or right of any person
executing the same; and its duties hereunder shall be limited to the safekeeping of the Escrowed Property, and for the disposition
of the same in accordance with this Agreement. Escrow Agent shall not be deemed to have knowledge of any matter or thing unless
and until Escrow Agent has actually received written notice of such matter or thing and Escrow Agent shall not be charged with
any constructive notice whatsoever.


 


(c)
Escrow Agent shall hold in escrow, pursuant to this Agreement, the Escrowed Property actually delivered and received by Escrow
Agent hereunder, but Escrow Agent shall not be obligated to ascertain the existence of (or initiate recovery of) any other property
that may be part or portion of the Collateral, or to become or remain informed with respect to the possibility or probability
of additional Collateral being realized upon or collected at any time in the future, or to inform any parties to this Agreement
or any third party with respect to the nature and extent of any Collateral realized and received by Escrow Agent (except upon
the written request of such party), or to monitor current market values of the Collateral. Further, Escrow Agent shall not be
obligated to proceed with any action or inaction based on information with respect to market values of the Collateral which Escrow
Agent may in any manner learn, nor shall Escrow Agent be obligated to inform the parties hereto or any third party with respect
to market values of any of the Collateral at any time, Escrow Agent having no duties with respect to investment management or
information, all parties hereto understanding and intending that Escrow Agent’s responsibilities are purely ministerial
in nature. Any reduction in the market value or other value of the Collateral while deposited with Escrow Agent shall be at the
sole risk of Pledgor and Secured Party. If all or any portion of the Escrowed Property is in the form of a check or in any other
form other than cash, Escrow Agent shall deposit same as required but shall not be liable for the nonpayment thereof, nor responsible
to enforce collection thereof.


 




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(d)
In the event instructions from Secured Party, Pledgor, or any other Person would require Escrow Agent to expend any monies or
to incur any cost, Escrow Agent shall be entitled to refrain from taking any action until it receives payment for such costs.
It is agreed that the duties of Escrow Agent are purely ministerial in nature and shall be expressly limited to the safekeeping
of the Escrowed Property and for the disposition of same in accordance with this Agreement. Secured Party, Pledgor and the Company,
jointly and severally, each hereby indemnifies Escrow Agent and holds it harmless from and against any and all claims, liabilities,
damages, costs, penalties, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees or charges of
any character or nature (collectively, the “Claims”), which it may incur or with which it may be threatened,
directly or indirectly, arising from or in any way connected with this Agreement or which may result from Escrow Agent’s
following of instructions from Secured Party, Pledgor or the Company, and in connection therewith, indemnifies Escrow Agent against
any and all expenses, including attorneys’ fees and the cost of defending any action, suit, or proceeding or resisting any
Claim, whether or not litigation is instituted, unless any such Claims arise as a result of Escrow Agent’s gross negligence
or willful misconduct. Escrow Agent shall be vested with a lien on all Escrowed Property under the terms of this Agreement, for
indemnification, attorneys’ fees, court costs and all other costs and expenses arising from any suit, interpleader or otherwise,
or other expenses, fees or charges of any character or nature, which may be incurred by Escrow Agent by reason of disputes arising
between Pledgor, the Company, Secured Party, or any third party as to the correct interpretation of this Agreement, and instructions
given to Escrow Agent hereunder, or otherwise, with the right of Escrow Agent, regardless of the instruments aforesaid and without
the necessity of instituting any action, suit or proceeding, to hold any property hereunder until and unless said additional expenses,
fees and charges shall be fully paid. Any fees and costs charged by the Escrow Agent for serving hereunder shall be paid by the
Pledgor and the Company, jointly and severally.


 


(e)
In the event Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands
from Secured Party, the Company, Pledgor or from third persons with respect to the Escrowed Property, which, in Escrow Agent’s
sole opinion, are in conflict with each other or with any provision of this Agreement, Escrow Agent shall be entitled to refrain
from taking any action until it shall be directed otherwise in writing by Pledgor, the Company and Secured Party and said third
persons, if any, or by a final order or judgment of a court of competent jurisdiction. If any of the parties shall be in disagreement
about the interpretation of this Agreement, or about the rights and obligations, or the propriety of any action contemplated by
the Escrow Agent hereunder, the Escrow Agent may, at its sole discretion, deposit the Escrowed Property with a court having jurisdiction
over this Agreement, and, upon notifying all parties concerned of such action, all liability on the part of the Escrow Agent shall
fully cease and terminate. The Escrow Agent shall be indemnified by the Pledgor, the Company and Secured Party for all costs,
including reasonable attorneys’ fees, in connection with the aforesaid proceeding, and shall be fully protected in suspending
all or a part of its activities under this Agreement until a final decision or other settlement in the proceeding is received.
In the event Escrow Agent is joined as a party to a lawsuit by virtue of the fact that it is holding the Escrowed Property, Escrow
Agent shall, at its sole option, either: (i) tender the Collateral in its possession to the registry of the appropriate court;
or (ii) disburse the Collateral in its possession in accordance with the court’s ultimate disposition of the case, and Secured
Party, the Company and Pledgor hereby, jointly and severally, indemnify and hold Escrow Agent harmless from and against any damages
or losses in connection therewith including, but not limited to, reasonable attorneys’ fees and court costs at all trial
and appellate levels.


 




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(f)
The Escrow Agent may consult with counsel of its own choice (and the costs of such counsel shall be paid by the Pledgor, the Company
and Secured Party, jointly and severally) and shall have full and complete authorization and protection for any action taken or
suffered by it hereunder in good faith and in accordance with the opinion of such counsel. The Escrow Agent shall not be liable
for any mistakes of fact or error of judgment, or for any actions or omissions of any kind, unless caused by its willful misconduct
or gross negligence.


 


(g)
The Escrow Agent may resign upon ten (10) days’ written notice to the parties in this Agreement. If a successor Escrow Agent
is not appointed by Secured Party and Pledgor within this ten (10) day period, the Escrow Agent may petition a court of competent
jurisdiction to name a successor.


 


(h)
Conflict Waiver. The Pledgor and the Company hereby acknowledge that the Escrow Agent is counsel to the Secured
Party in connection with the transactions contemplated and referred herein. The Pledgor and the Company agree that in the event
of any dispute arising in connection with this Agreement or otherwise in connection with any transaction or agreement contemplated
and referred herein, the Escrow Agent shall be permitted to continue to represent the Secured Party and neither the Pledgor, nor
the Company, will seek to disqualify such counsel and each of them waives any objection Pledgor or the Company might have with
respect to the Escrow Agent acting as the Escrow Agent pursuant to this Agreement. Pledgor, the Company and Secured Party acknowledge
and agree that nothing in this Agreement shall prohibit Escrow Agent from: (i) serving in a similar capacity on behalf of others;
or (ii) acting in the capacity of attorneys for one or more of the parties hereto in connection with any matter.


 


12.
Increase in Obligations. It is the intent of the parties to secure payment of the Obligations, as the amount of such Obligations
may increase from time to time in accordance with the terms and provisions of the Transaction Documents, and all of the Obligations,
as so increased from time to time, shall be and are secured hereby. Upon the execution hereof, Pledgor and the Company shall pay
any and all documentary stamp taxes and/or other charges required to be paid in connection with the execution and enforcement
of the Transaction Documents, and if, as and to the extent the Obligations are increased from time to time in accordance with
the terms and provisions of the Transaction Documents, then Pledgor and the Company shall immediately pay any additional documentary
stamp taxes or other charges in connection therewith.


 


13.
Irrevocable Authorization and Instruction. If applicable, Pledgor and the Company hereby authorize and instruct the transfer
agent for such Company (or transfer agents if there is more than one) to comply with any instruction received by it from Secured
Party in writing that: (i) states that an Event of Default hereunder exists or has occurred; and (b) is otherwise in accordance
with the terms of this Agreement, without any other or further instructions from Pledgor or the Company, and Pledgor and such
Company agree that such transfer agents shall be fully protected in so complying with any such instruction from Secured Party.


 




    	10



    	 



    

 





14.
Appointment as Attorney-in-Fact. The Company and Pledgor hereby irrevocably constitutes and appoints Secured Party and
any officer or agent of Secured Party, with full power of substitution, as its true and lawful attorney-in-fact, with full irrevocable
power and authority in the place and stead of Pledgor or such Company, as applicable, and in the name of Pledgor, such Company,
or in the name of Secured Party, as applicable, from time to time in the discretion of Secured Party, so long as an Event of Default
hereunder exists, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute
any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, including
any financing statements, endorsements, assignments or other instruments of transfer. Pledgor and the Company each hereby ratify
all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in this Section 14. All
powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until the Obligations
are paid and performed in full.


 


15.
Continuing Obligation of Pledgor and the Company. The obligations, covenants, agreements and duties of the Pledgor and
the Company under this Agreement shall in no way be affected or impaired by: (i) the modification or amendment (whether material
or otherwise) of any of the obligations of the Pledgor or the Company or any other Person, as applicable; (ii) the voluntary or
involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or other similar proceedings affecting the Company,
Pledgor or any other Person, as applicable; (iii) the release of the Company, Pledgor or any other Person from the performance
or observance of any of the agreements, covenants, terms or conditions contained in any Transaction Documents, by the operation
of law or otherwise, including the release of the Company’s or Pledgor’s obligation to pay interest or attorney’s
fees.


 


Pledgor
and the Company further agree that Secured Party may take other guaranties or collateral or security to further secure the Obligations,
and consent that any of the terms, covenants and conditions contained in any of the Transaction Documents may be renewed, altered,
extended, changed or modified by Secured Party or may be released by Secured Party, without in any manner affecting this Agreement
or releasing Pledgor herefrom, and Pledgor shall continue to be liable hereunder to pay and perform pursuant hereto, notwithstanding
any such release or the taking of such other guaranties, collateral or security. This Agreement is additional and supplemental
to any and all other guarantees, security agreements or collateral heretofore and hereafter executed by Pledgor and the Company
for the benefit of Secured Party, whether relating to the indebtedness evidenced by any of the Transaction Documents or not, and
shall not supersede or be superseded by any other document or guaranty executed by Pledgor, the Company or any other Person for
any purpose. Pledgor and the Company hereby agree that Pledgor, the Company, and any additional parties who may become liable
for repayment of the sums due under the Transaction Documents, may hereafter be released from their liability hereunder and thereunder;
and Secured Party may take, or delay in taking or refuse to take, any and all action with reference to any of the Transaction
Documents (regardless of whether same might vary the risk or alter the rights, remedies or recourses of Pledgor), including specifically
the settlement or compromise of any amount allegedly due thereunder, all without notice to, consideration to or the consent of
the Pledgor, and without in any way releasing, diminishing or affecting in any way the absolute nature of Pledgor’s obligations
and liabilities hereunder.


 




    	11



    	 



    

 





No
delay on the part of the Secured Party in exercising any rights hereunder or failure to exercise the same shall operate as a waiver
of such rights. Pledgor and the Company hereby waive any and all legal requirements, statutory or otherwise, that Secured Party
shall institute any action or proceeding at law or in equity or exhaust its rights, remedies and recourses against Pledgor, the
Company or anyone else with respect to the Transaction Documents, as a condition precedent to bringing an action against Pledgor
or the Company upon this Agreement or as a condition precedent to Secured Party’s rights to sell the Pledged Securities
or any other Collateral. Pledgor and the Company agree that Secured Party may simultaneously maintain an action upon this Agreement
and an action or proceeding upon the Transaction Documents. All remedies afforded by reason of this Agreement are separate and
cumulative remedies and may be exercised serially, simultaneously and in any order, and the exercise of any of such remedies shall
not be deemed an exclusion of the other remedies and shall in no way limit or prejudice any other contractual, legal, equitable
or statutory remedies which Secured Party may have in the Pledged Securities, any other Collateral, or under the Transaction Documents.
Until the Obligations, and all extensions, renewals and modifications thereof, are paid in full, and until each and all of the
terms, covenants and conditions of this Agreement are fully performed, Pledgor shall not be released by any act or thing which
might, but for this provision of this Agreement, be deemed a legal or equitable discharge of a surety, or by reason of any waiver,
extension, modification, forbearance or delay of Secured Party or any obligation or agreement between the Company or their successors
or assigns, and the then holder of the Transaction Documents, relating to the payment of any sums evidenced or secured thereby
or to any of the other terms, covenants and conditions contained therein, and Pledgor hereby expressly waive and surrender any
defense to liability hereunder based upon any of the foregoing acts, things, agreements or waivers, or any of them. Pledgor and
the Company also waive any defense arising by virtue of any disability, insolvency, bankruptcy, lack of authority or power or
dissolution of Pledgor or the Company, even though rendering the Transaction Documents void, unenforceable or otherwise uncollectible,
it being agreed that Pledgor and the Company shall remain liable hereunder, regardless of any claim which Pledgor or the Company
might otherwise have against Secured Party by virtue of Secured Party’s invocation of any right, remedy or recourse given
to it hereunder or under the Transaction Documents. In addition, Pledgor waives and renounces any right of subrogation, reimbursement
or indemnity whatsoever, and any right of recourse to security for the Obligations of the Company to Secured Party, unless and
until all of said Obligations have been paid in full to Secured Party.


 


Pledgor
agrees and understands that Secured Party’s right to exercise its rights hereunder, in the Event of a Default, is a non-judicial
remedy. Accordingly, Pledgor waives and release any and all claims or defenses that they may have or come to have in connection
with Secured Party’s enforcement of such rights other than as to proof of repayment. Pledgor further stipulates that as
a condition precedent to its filing or taking any action that would delay or impair the recognition or enforcement of Secured
Party’s rights pursuant to its enforcement of its rights hereunder, Pledgor shall be required to post a bond in the amount
of 20% of the remaining principal and interest due to Secured Party under the Purchase Agreement at the time of Secured Party’s
enforcement of its rights hereunder.


 




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16.
Miscellaneous.


 


(a)
Performance for Pledgor or the Company. The Pledgor and the Company agree and hereby acknowledge that Secured Party may,
in Secured Party’s sole discretion, but Secured Party shall not be obligated to, whether or not an Event of Default shall
have occurred, advance funds on behalf of the Company or Pledgor, without prior notice to the Pledgor or the Company, in order
to insure the Company’s and Pledgor’s compliance with any covenant, warranty, representation or agreement of the Pledgor
or the Company made in or pursuant to this Agreement or the other Transaction Documents, to continue or complete, or cause to
be continued or completed, performance of the Pledgor’s and the Company’s obligations under any contracts of the Pledgor
or the Company, or to preserve or protect any right or interest of Secured Party in the Collateral or under or pursuant to this
Agreement or the other Transaction Documents; provided, however, that the making of any such advance by Secured Party shall not
constitute a waiver by Secured Party of any Event of Default with respect to which such advance is made, nor relieve the Pledgor
or the Company of any such Event of Default. The Pledgor and the Company, respectively and as applicable, shall pay to Secured
Party upon demand all such advances made by Secured Party with interest thereon at the highest rate permitted by applicable law.
All such advances shall be deemed to be included in the Obligations and secured by the security interest granted Secured Party
hereunder; provided, however, that the provisions of this Subsection shall survive the termination of this Agreement and Secured
Party’s security interest hereunder and the payment of all other Obligations.


 


(b)
Applications of Payments and Collateral. Except as may be otherwise specifically provided in this Agreement or the other
Transaction Documents, all Collateral and proceeds of Collateral coming into Secured Party’s possession may be applied by
Secured Party (after payment of any costs, fees and other amounts incurred by Secured Party in connection therewith) to any of
the Obligations, whether matured or unmatured, as Secured Party shall determine in its sole discretion. Any surplus held by the
Secured Party and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to whomsoever
shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct. In the event that the proceeds
of any such sale, collection or realization are insufficient to pay all amounts to which the Secured Party is legally entitled,
the Company shall be liable for the deficiency, together with interest thereon at the highest rate permitted by applicable law,
together with the costs of collection and the reasonable fees, costs, expenses and other client charges of any attorneys employed
by the Secured Party to collect such deficiency.


 


(c)
Waivers by Pledgor and the Company. The Company and the Pledgor hereby waive, to the extent the same may be waived under
applicable law: (i) notice of acceptance of this Agreement; (ii) all claims and rights of the Pledgor and the Company against
Secured Party on account of actions taken or not taken by Secured Party in the exercise of Secured Party’s rights or remedies
hereunder, under any other Transaction Documents or under applicable law; (iii) all claims of the Pledgor and the Company for
failure of Secured Party to comply with any requirement of applicable law relating to enforcement of Secured Party’s rights
or remedies hereunder, under the other Transaction Documents or under applicable law; (iv) all rights of redemption of the Pledgor
with respect to the Collateral; (v) in the event Secured Party seeks to repossess any or all of the Collateral by judicial proceedings,
any bond(s) or demand(s) for possession which otherwise may be necessary or required; (vi) presentment, demand for payment, protest
and notice of non-payment and all exemptions applicable to any of the Collateral or the Pledgor or the Company; (vii) any and
all other notices or demands which by applicable law must be given to or made upon the Pledgor or the Company by Secured Party;
(viii) settlement, compromise or release of the obligations of any person or entity primarily or secondarily liable upon any of
the Obligations; (ix) all rights of the Pledgor or the Company to demand that Secured Party release account debtors or other persons
or entities liable on any of the Collateral from further obligation to Secured Party; and (x) substitution, impairment, exchange
or release of any Collateral for any of the Obligations. The Pledgor and the Company agree that Secured Party may exercise any
or all of its rights and/or remedies hereunder and under any other Transaction Documents and under applicable law without resorting
to and without regard to any Collateral or sources of liability with respect to any of the Obligations.


 




    	13



    	 



    

 





(d)
Waivers by Secured Party. No failure or any delay on the part of Secured Party in exercising any right, power or remedy
hereunder or under any other Transaction Documents or under applicable law, shall operate as a waiver thereof.


 


(e)
Secured Party’s Setoff. Secured Party shall have the right, in addition to all other rights and remedies available
to it, following an Event of Default, to set off against any Obligations due Secured Party, any debt owing to the Pledgor or the
Company by Secured Party.


 


(f)
Modifications, Waivers and Consents. No modifications or waiver of any provision of this Agreement or any other Transaction
Documents, and no consent by Secured Party to any departure by the Pledgor or the Company therefrom, shall in any event be effective
unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for
the purpose for which given, and any single or partial written waiver by Secured Party of any term, provision or right of Secured
Party hereunder shall only be applicable to the specific instance to which it relates and shall not be deemed to be a continuing
or future waiver of any other right, power or remedy. No notice to or demand upon the Pledgor or the Company in any case shall
entitle Pledgor or the Company to any other or further notice or demand in the same, similar or other circumstances.


 


(g)
Notices. All notices of request, demand and other communications hereunder shall be addressed, sent and deemed delivered
in accordance with the Purchase Agreement, including delivery of any such notices or communications to the Pledgor on behalf of
the Company, which the Company hereby agrees and acknowledges shall be valid and effective notice to the Company hereunder.


 




    	14



    	 



    

 





(h)
APPLICABLE LAW AND CONSENT TO JURISDICTION. THE PLEDGOR, THE COMPANY AND THE SECURED PARTY EACH 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 (WHETHER OR NOT SUCH CLAIM IS BASED UPON BREACH OF CONTRACT OR TORT) SHALL
BE SUBJECT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED IN BROWARD COUNTY, FLORIDA; PROVIDED,
HOWEVER, SECURED PARTY MAY, AT SECURED PARTY’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.
THE PLEDGOR, THE COMPANY AND SECURED PARTY EACH HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL
COURT HAVING ITS SITUS IN SAID COUNTY (OR TO ANY OTHER JURISDICTION OR VENUE, IF SECURED PARTY SO ELECTS), AND EACH WAIVES ANY
OBJECTION BASED ON FORUM NON CONVENIENS. THE PLEDGOR AND THE COMPANY EACH HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS
AND CONSENT THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO THE PLEDGOR
OR THE COMPANY, AS APPLICABLE, AS SET FORTH HEREIN AND IN THE MANNER PROVIDED BY APPLICABLE STATUTE, LAW, RULE OF COURT OR OTHERWISE.
EXCEPT FOR THE FOREGOING MANDATORY FORUM SELECTION CLAUSE, THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF WYOMING, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS.


 


(i)
Survival: Successors and Assigns. All covenants, agreements, representations and warranties made herein shall survive the
execution and delivery hereof, and shall continue in full force and effect until all Obligations have been paid in full, there
exists no commitment by Secured Party which could give rise to any Obligations. Whenever in this Agreement any of the parties
hereto is referred to, such reference shall be deemed to include the successors and assigns of such party. In the event that Secured
Party assigns this Agreement and/or its security interest in the Collateral, such assignment shall be binding upon and recognized
by the Pledgor. All covenants, agreements, representations and warranties by or on behalf of the Pledgor or the Company which
are contained in this Agreement shall inure to the benefit of Secured Party, its successors and assigns. Neither the Pledgor,
nor the Company, may assign this Agreement or delegate any of their respective rights or obligations hereunder, without the prior
written consent of Secured Party, which consent may be withheld in Secured Party’s sole and absolute discretion.


 


(j)
Severability. If any term, provision or condition, or any part thereof, of this Agreement shall for any reason be found
or held invalid or unenforceable by any court or governmental authority of competent jurisdiction, such invalidity or unenforceability
shall not affect the remainder of such term, provision or condition nor any other term, provision or condition, and this Agreement
shall survive and be construed as if such invalid or unenforceable term, provision or condition had not been contained therein.


 


(k)
Merger, Integration and Non-Reliance. This Agreement and the other Transaction Documents contain the entire agreement of
the parties hereto with respect to the matters covered and the transactions contemplated hereby, and no other agreement, statement
or promise made by any party hereto, or by any employee, officer, agent or attorney of any party hereto, which is not contained
herein shall be valid or binding. Further, Pledgor understands and acknowledges that the agents and representatives of the Secured
Party 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 loan document, and Secured Party hereby specifically disclaims any responsibility for
any such statements, promises or representations. by execution of this Agreement, Pledgor acknowledges that he 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.


 




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(l)
WAIVER OF JURY TRIAL. THE PLEDGOR AND THE COMPANY EACH HEREBY: (i) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY OF
ANY ISSUE TRIABLE OF RIGHT BY A JURY; AND (ii) WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH THE PLEDGOR, THE COMPANY
AND SECURED PARTY MAY BE PARTIES, ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY PERTAINING TO THIS AGREEMENT, AND/OR ANY TRANSACTIONS,
OCCURRENCES, COMMUNICATIONS, OR UNDERSTANDINGS (OR THE LACK OF ANY OF THE FOREGOING) RELATING IN ANY WAY TO DEBTOR-CREDITOR RELATIONSHIP
BETWEEN THE PARTIES. IT IS UNDERSTOOD AND AGREED THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST
ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS AGREEMENT. THIS WAIVER
OF JURY TRIAL IS SEPARATELY GIVEN, KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY THE PLEDGOR AND THE COMPANY AND THE PLEDGOR AND
THE COMPANY HEREBY AGREE THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF
TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. SECURED PARTY IS HEREBY AUTHORIZED TO SUBMIT THIS AGREEMENT TO ANY
COURT HAVING JURISDICTION OVER THE SUBJECT MATTER AND THE PLEDGOR, THE COMPANY AND SECURED PARTY, SO AS TO SERVE AS CONCLUSIVE
EVIDENCE OF SUCH WAIVER OF RIGHT TO TRIAL BY JURY. THE PLEDGOR AND THE COMPANY REPRESENT AND WARRANT THAT EACH OF THEM HAS BEEN
REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN
FREE WILL, AND/OR THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.


 


(m)
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. 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.


 


(n)
Headings. The headings and sub-headings contained in the titling of this Agreement are intended to be used for convenience
only and shall not be used or deemed to limit or diminish any of the provisions hereof.


 


(o)
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.


 




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(p)
Further Assurances. The parties hereto will execute and deliver such further instruments and do such further acts and things
as may be reasonably required to carry out the intent and purposes of this Agreement, including the execution and filing of UCC-1
Financing Statements in any jurisdiction as Secured Party may require.


 


(q)
Time is of the Essence. The parties hereby agree that time is of the essence with respect to performance of each of the
parties’ obligations under this Agreement. The parties agree that in the event that any date on which performance is to
occur falls on a Saturday, Sunday or state or national holiday, then the time for such performance shall be extended until the
next business day thereafter occurring.


 


(r)
Joint Preparation. The preparation of this Agreement has been a joint effort of the parties and the resulting documents
shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other.


 


(s)
Prevailing Party. If any legal action or other proceeding is brought for the enforcement of this Agreement or any other
Transaction Documents, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions
of this Agreement or any other Transaction Documents, the successful or prevailing party or parties shall be entitled to recover
from the non-prevailing party, reasonable attorneys’ fees, court costs and all expenses, even if not taxable as court costs
(including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding,
in addition to any other relief to which such party or parties may be entitled.


 


(t)
Costs and Expenses. The Pledgor and the Company, jointly and severally, agree to pay to the Secured Party, upon demand,
the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for
the Secured Party and of any experts and agents, which the Secured Party may incur in connection with: (i) the preparation, negotiation,
execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Agreement; (ii)
the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral; (iii)
the exercise, enforcement or defense of any of the rights of the Secured Party hereunder, including at all levels of litigation;
or (iv) the failure by the Pledgor or the Company to perform or observe any of the provisions hereof. Included in the foregoing
shall be the amount of all expenses paid or incurred by Secured Party in consulting with counsel concerning any of its rights
hereunder, under any Transaction Documents or under applicable law, as well as such portion of Secured Party’s overhead
as Secured Party shall allocate to collection and enforcement of the Obligations in Secured Party’s sole but reasonable
discretion. All such costs and expenses shall bear interest from the date of outlay until paid, at the highest rate allowed by
law. The provisions of this Subsection shall survive the termination of this Agreement and Secured Party’s security interest
hereunder and the payment of all Obligations.


 


(u)
Joint and Several Liability. The liability of Pledgor shall be joint and several with the liability of the Company and
any other Person liable for the Obligations.


 


[Signatures
on the following page]


 




    	17



    	 



    







 





IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


 


PLEDGOR:


 


	PACIFIC
    VENTURES GROUP, INC.	 
	 	 	 
	 	 	 
	Name:	Shannon
    Masjedi	 
	Title:	Chief
    Executive Officer	 


 


The
undersigned, a Notary Public in and for the said County, in the State aforesaid, DOES HEREBY CERTIFY that Shannon Masjedi, Chief
Executive Officer of Pacific Ventures Group, Inc., a Delaware corporation, who is personally known to me to be the same person
whose name is subscribed to the foregoing, 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:
	 	 
	 	______________________________________







 


[Signature
Page – Pacific - TCA Pledge and Escrow Agreement]







 












    	 



    	 



    

 


COMPANY:





 





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




 





The
undersigned, a Notary Public in and for the said County, in the State aforesaid, DOES HEREBY CERTIFY that Shannon Masjedi, 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, 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:
	 	 
	 	______________________________________







 


[Signature
Page – Pacific - TCA Pledge and Escrow Agreement]







 







    	 



    	 



    

 


SECURED
PARTY:


 


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


 





[Signature
Page – Pacific - TCA Pledge and Escrow Agreement]