Contract analysis

I. | TRANSACTION DOCUMENTS 1.1 | Transaction Documents | Mezzanine Note Purchase Agreement among Redstone Gaming Corp. as Issuer and Pinnacle Bridge Mezzanine Opportunities Fund IV, LP as Purchaser — $35,000,000 aggregate principal amount of 13.50% Senior Subordinated Notes due 2028 | C&H / WHC | Open | TBD — Closing | Second revised draft circulated Feb. 17, 2023; incorporates WHC comments from Jan. 11, 2023 markup

II. | CORPORATE AUTHORIZATIONS — BORROWER (REDSTONE GAMING CORP.) 2.1 | Corporate Authorizations — Borrower | Certified copy of resolutions of the Board of Directors of Redstone Gaming Corp. authorizing the mezzanine financing, issuance of Notes, execution and delivery of all Transaction Documents, and issuance of warrants | RGC (Thomas Kierkegaard, GC) | Open | TBD — 5 business days prior to Closing 2.2 | Corporate

III. | CORPORATE AUTHORIZATIONS — PURCHASER (PINNACLE BRIDGE) 3.1 | Corporate Authorizations — Purchaser | Certificate of Limited Partnership and Certificate of Good Standing for Pinnacle Bridge Mezzanine Opportunities Fund IV, LP from the Delaware Secretary of State | WHC | Open | TBD — 10 business days prior to Closing | Fund vehicle for this investment 3.2 | Corporate Authorizations — Purchaser | Certificate of Fo

IV. | THIRD-PARTY CONSENTS AND REGULATORY APPROVALS 4.1 | Third-Party Consents | Cornerstone National Bank, N.A. — Written consent of Administrative Agent (and Required Lenders, if applicable) under §7.03(b) of the Second Amended and Restated Credit Agreement dated March 15, 2021 to permit subordinated indebtedness in excess of $10,000,000 | C&H / Cornerstone (Neil Bradshaw, Relationship Manager) | Open | TBD — Prior

V. | LEGAL OPINIONS 5.1 | Legal Opinions | Borrower's Counsel Opinion — Calderwood & Harkness LLP opinion letter addressed to Pinnacle Bridge Mezzanine Opportunities Fund IV, LP, covering (i) due authorization and enforceability, (ii) no conflicts, (iii) valid issuance of warrants, (iv) Nevada law matters, (v) securities law exemption (Section 4(a)(2) / Regulation D) | C&H (Claudia Merritt, Responsible Partner) | Ope

VI. | FINANCIAL DELIVERABLES 6.1 | Financial Deliverables | Comfort Letter from Harmon & Grayling CPAs, LLP (Robert Chow, Engagement Partner) — cold comfort letter regarding RGC financial statements included in Purchaser's due diligence | RGC / Harmon & Grayling | Open | TBD — 3 business days prior to Closing 6.2 | Financial Deliverables | Bring-Down Comfort Letter from Harmon & Grayling CPAs, LLP (bring-down to Clos

VII. | SECURITIES LAW DELIVERABLES 7.1 | Securities Law Deliverables | Accredited Investor / Qualified Institutional Buyer Questionnaire completed by Pinnacle Bridge Mezzanine Opportunities Fund IV, LP | WHC / Pinnacle Bridge | Open | TBD — Prior to Closing | C&H Reg D analysis memo dated Jan. 25, 2023 confirms exemption availability 7.2 | Securities Law Deliverables | Investor Representation Letter from Pinnacle Bri

VIII. | CLOSING PAYMENTS 8.1 | Closing Payments | Placement Agent Fee — Ashford Peak Advisory Group, LLC (Jonathan Kuo, Managing Director): 1.50% × $35,000,000 = $525,000 | RGC / Ashford Peak | Open | TBD — Closing | Per placement agent engagement dated Oct. 14, 2022; payable at Closing via wire to Ashford Peak, 600 Lexington Avenue, Suite 1410, New York, NY 10022 8.2 | Closing Payments | Borrower's Counsel Fees — Ca

IX. | MISCELLANEOUS / OTHER CONDITIONS PRECEDENT 9.1 | Miscellaneous | No Material Adverse Effect — no Material Adverse Effect shall have occurred since Sept. 30, 2022 | RGC | Open | TBD — Closing 9.2 | Miscellaneous | No Litigation — no litigation or proceeding pending or threatened that could reasonably be expected to prevent consummation of the transactions | C&H / RGC | Open | TBD — Closing 9.3 | Miscellaneous |