OF PLACEMENT AGENT AGREEMENT
Placement Agent Agreement (“Agreement”) is made by and between Pacific Ventures Group, Inc., a Delaware corporation
(the “Company”), and one or more placement agents (collectively, the “Placement Agents” and each, a “Placement
Agent” as of the date first above written. The Company agrees to engage each of the Placement Agents to assist the Company
as its Placement Agents in a non-exclusive capacity in arranging an offering of its 11% Series G Cumulative Redeemable Perpetual
Preferred Stock (the “Series G Preferred Stock” of the “Securities”) which will be subject to a registration
statement (the “Registration Statement”) on Form S-1 to be filed with the United States Securities and Exchange Commission
(the “SEC”), on terms set forth in the Registration Statement with respect to the offering of the Series G Preferred
Stock (the “Offering”). The terms of the Offering will be more fully described in the Registration Statement and the
Certificate of Designation filed as an exhibit to the Registration Statement pertaining to the Offering.
THEREFORE, based on the foregoing and the mutual covenants set forth below and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Company and the respective Placement Agents do hereby agree as follows:
The Placement Agent(s) shall offer participation in the Offering to its clients and other qualified persons with whom the Placement
Agent(s) or the Company or any of their respective officers, directors, employees or affiliates has a pre-existing business relationship
(“Qualified Investors”) and that the Placement Agent(s) reasonably believe are Qualified Investors. Any such potential
Qualified Investor in the Offering, including entities controlled by or advised by the Placement Agent(s) and their respective
affiliates, that is first introduced to the Company by the Placement Agent(s) shall be considered a Qualified Investor. A list
of Qualified Investors will be provided to the Company within five (5) business days of the final closing of the Offering and
it is expressly understood that Placement Agent(s) will only contact those institutions which have been preapproved by the Company
which approval will not be unreasonably withheld, or whom the Placement Agent(s) have reason to believe satisfy the requirements
to be deemed to be a Qualified Investor.
The Company shall be responsible for (i) the Registration Statement, as well as the relevant subscription documents or securities
purchase agreement (the “Transaction Documents”), and related investment materials to be used in connection with the
Offering; and the Placement Agent(s) shall be responsible for (i) organizing, obtaining facilities for, and conducting one or
more investor presentations and (ii) providing other services reasonably related to serving as the Placement Agent(s) for the
Company in connection with the Offering.
The Company shall (1) make members of management and other employees available to the Placement Agent(s) as the Placement Agent(s)
shall reasonably request for purposes of satisfying the Placement Agent(s)’s due diligence requirements and providing assistance
in consummating the Offering; (2) make its key management and sales members available to attend a reasonable number of investor
presentations, as recommended by the Placement Agent(s); and (3) commit such time and other resources as are reasonably necessary
or appropriate to support the Placement Agent(s) in its efforts to secure the reasonable and timely success of the Offering. The
Company shall cooperate with the Placement Agent(s) in connection with and shall make available to the Placement Agent(s) such
documents and other information as the Placement Agent(s) shall reasonably request in order to satisfy, its due diligence requirements,
subject to any applicable confidentiality requirements.
The Placement Agent(s) acknowledges that (i) the Company may determine, in its sole discretion, whether to accept an offer of
subscription to the Offering by a Qualified Investor and (ii) the Company is not obligated to compensate the Placement Agent(s)
for such offered subscriptions to the Company that the Company does not accept.