UNDERWRITING AGREEMENT among and ALEXANDER CAPITAL, L.P., as Representative of the Several UnderwritersUnderwriting Agreement • July 28th, 2022 • Mill City Ventures III, LTD • Short-term business credit institutions • New York
The undersigned, Mill City Ventures III, Ltd., a corporation formed under the laws of the State of Minnesota (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) and set forth on Schedule 4 attached hereto, as being subsidiaries or affiliates of Mill City Ventures III, Ltd., the “Company”), hereby confirms its agreement (this “Agreement”) with the Underwriters named in Schedule 1 hereto (the “Representative” and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
COMMON STOCK PURCHASE WARRANTSecurity Agreement • March 31st, 2015 • Mill City Ventures III, LTD
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Mill City Ventures III, Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Mix 1 Life Inc., a Nevada corporation (the “Company”), up to 1,600,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 31st, 2015 • Mill City Ventures III, LTD • Minnesota
This Securities Purchase Agreement (this “Agreement”) is dated as of February 6, 2014, between Mix 1 Life Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • March 31st, 2015 • Mill City Ventures III, LTD • Minnesota
This SECURITY AGREEMENT, dated as of February 6, 2014 (this “Agreement”), is among Mix 1 Life Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company, if any (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 12% Senior Secured Convertible Debentures due 24 months following their issuance, in the original aggregate principal amount of $1,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 17th, 2023 • Mill City Ventures III, LTD • Short-term business credit institutions • Minnesota
This Executive Employment Agreement (“Agreement”) is made and entered into as of January 1, 2023, between Mill City Ventures III, LTD (the “Company”) and Jospeh A. Geraci, individually (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 26th, 2013 • Mill City Ventures III, LTD • Services-amusement & recreation services • Minnesota
This Employment Agreement (this “Agreement”), dated effective as of March 25, 2013 (the “Effective Date”), is by and between Mill City Ventures III, Ltd., a Minnesota corporation (the “Company”), and Joseph A. Geraci, II, a resident of State of Minnesota (“Geraci”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 1st, 2019 • Mill City Ventures III, LTD • Minnesota
This Employment Agreement (this “Agreement”), dated effective as of January 1, 2019 (the “Effective Date”), is by and between Mill City Ventures III, Ltd., a Minnesota corporation (the “Company”), and Joseph A. Geraci, II, a resident of State of Minnesota (“Geraci”).
MAX4G, INC. Series B Convertible Preferred Stock SUBSCRIPTION AND INVESTMENT LETTERSubscription Agreement • August 14th, 2013 • Mill City Ventures III, LTD • Delaware
THIS SUBSCRIPTION AND INVESTMENT LETTER (the “Agreement”) is dated as of the date set forth on the signature page hereto by and between MAX4G, Inc., a Delaware corporation (the “Company”), and the Subscriber set forth on the signature page hereto (the “Subscriber”. In consideration of the mutual promises contained herein, and other good and valuable consideration, the parties hereto agree as follows:
AMENDMENT TO WINNER'S POT POKER LICENSE AGREEMENTWinner's Pot Poker License Agreement • July 10th, 2008 • Poker Magic Inc • Services-amusement & recreation services
This amendment to the License Agreement entered into on January 4, 2008 by and between Poker Magic, Inc., 130 Lake Street, W., #300, Wayzata, Minnesota 55391, hereinafter “Licensor,” and Bally’s Park Place, Inc. a New Jersey corporation d/b/a Bally’s Atlantic City, hereinafter “Licensee,” Park Place & Boardwalk, Atlantic City, New Jersey 08401, hereinafter “Location,” is entered into as of the last date appearing below. Licensor and Licensee are collectively referred to herein as the “Parties” or each singularly referred to as a “Party.”
WINNER'S POT POKER LICENSE AGREEMENTLicense Agreement • January 29th, 2008 • Poker Magic Inc • New Jersey
This License Agreement is entered into as of the last date appearing below by and between Poker Magic, Inc., 130 Lake Street, W.#300, Wayzata, Minnesota 55391, hereinafter "Licensor", and Bally's Park Place, Inc. a New Jersey corporation dba Bally's Atlantic City, hereinafter "Licensee", Park Place & Boardwalk, Atlantic City, New Jersey 08401, hereinafter "Location". Licensor and Licensee may be collectively referred to herein as the "Parties" or each singularly referred to as a "Party".
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 29th, 2008 • Poker Magic Inc • Minnesota
THIS PURCHASE AGREEMENT (this "Agreement") is made and entered into as of this 10th day of March, 2006, by and between Select Video, Inc., a Delaware corporation "Seller"), and WPP Acquisition, Inc., a Minnesota corporation ("Buyer"). Seller and Buyer are referred to herein collectively as the "Parties."
Wayzata, MN 55391Letter of Intent • December 17th, 2020 • Mill City Ventures III, LTD
This letter of intent is entered into as of the date above by and between Digital Cash Processing, Inc., a Minnesota corporation (the “Company”), and Mill City Ventures III, Ltd. (“Pubco”) a Minnesota corporation, to set forth the basic and principal terms and conditions under which Pubco proposes to acquire the Company in a reverse triangular merger transaction and issue that number of shares of restricted common stock representing 90% of the common stock of Pubco issued and outstanding immediately after the consummation of the merger transaction.
SAFEKEEPING AGREEMENTSafekeeping Agreement • May 31st, 2013 • Mill City Ventures III, LTD • Illinois
This Safekeeping Agreement ("Agreement"), made by and between MILLENNIUM TRUST COMPANY, LLC, an Illinois Limited Liability Company ("MTC") and the depositor listed in Section A ("Depositor"). MTC and the Depositor agree that all property deposited and accepted by MTC ("Property") will be governed by the terms and conditions herein set forth, and agree to the following:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 10th, 2022 • Mill City Ventures III, LTD • Short-term business credit institutions • Minnesota
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of January 3, 2022, is made and entered into by and between Mill City Ventures III, Ltd., a Minnesota corporation (the “Borrower”), on the one hand, and Lyle A. Berman, as Trustee of the Lyle A. Berman Revocable Trust, and Eastman Investment, Inc., a Nevada corporation (each a “Lender” and collectively the “Lenders”), on the other hand.
ADDENDUM TO SAFEKEEPING AGREEMENTSafekeeping Agreement • May 31st, 2013 • Mill City Ventures III, LTD
This Addendum (“Addendum”) is dated effective as of March 22, 2013 by and between Millennium Trust Company, LLC, an Illinois limited liability company (“MTC”), and Mill City Ventures III, Ltd., a Minnesota corporation (“Depositor”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 1st, 2019 • Mill City Ventures III, LTD • Minnesota
This Employment Agreement (this “Agreement”), dated effective as of January 1, 2019 (the “Effective Date”), is by and between Mill City Ventures III, Ltd., a Minnesota corporation (the “Company”), and Douglas M. Polinsky, a resident of State of Minnesota (“Polinsky”).
LETTER AGREEMENTDebt to Equity Conversion Agreement • April 1st, 2013 • Mill City Ventures III, LTD • Services-amusement & recreation services
GUARANTY AND PLEDGE AGREEMENTGuaranty and Pledge Agreement • March 31st, 2015 • Mill City Ventures III, LTD • Minnesota
THIS GUARANTY AND PLEDGE AGREEMENT is made and entered into as of February 6, 2014, by and among Christopher Larson (“Larson”), Cameron Robb (“Robb,” and collectively referred to with Larson as the “Pledgors”), and Mill City Ventures III, Ltd., a Minnesota corporation (“Pledgee”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 31st, 2015 • Mill City Ventures III, LTD • Minnesota
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of March 13, 2015, between Mix 1 Life Inc., a Nevada corporation (the “Company”), and Mill City Ventures III, Ltd., a Minnesota corporation (the “Purchaser”).
SAFEKEEPING AGREEMENTSafekeeping Agreement • May 31st, 2013 • Mill City Ventures III, LTD
This Safekeeping Agreement (“Agreement”) is made effective as of May 30, 2013 by and between Maxwell Simon, Inc. (“Maxwell”) and Mill City Ventures III, Ltd., a Minnesota corporation (“MCVT”). Maxwell and MCVT agree that all securities deposited by MCVT and accepted by Maxwell or purchased by Maxwell for the account of MCVT (collectively, the “Property”) will be governed by the terms and conditions herein set forth, and further agree to the following:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2013 • Mill City Ventures III, LTD • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 3, 2013, between CombiMatrix Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 26th, 2013 • Mill City Ventures III, LTD • Services-amusement & recreation services • Minnesota
This Employment Agreement (this “Agreement”), dated effective as of March 25, 2013 (the “Effective Date”), is by and between Mill City Ventures III, Ltd., a Minnesota corporation (the “Company”), and Douglas M. Polinsky, a resident of State of Minnesota (“Polinsky”).
