0001104659-20-136882 Sample Contracts

Wayzata, MN 55391
Mill City Ventures III, LTD • December 17th, 2020

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.

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