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