Contract analysis

1. Purpose and Background The purpose of this letter is to formally confirm that the above-referenced matter — the proposed $35,000,000 mezzanine financing by Redstone Gaming Corp. ("RGC" or the "Company") — has been placed on dormant status effective as of the date of this letter, March 17, 2023 (the "Dormancy Date"). This letter sets forth the current procedural and substantive status of the engagement, summarizes

2. Board Authorization to Suspend We have been advised, and hereby confirm our understanding, that the Board of Directors of RGC (the "Board"), at a duly convened meeting held on March 13, 2023, authorized Priya Sandoval, the Company's Chief Financial Officer, to suspend the mezzanine financing negotiations with Pinnacle Bridge Capital Partners, LP and to direct outside counsel and other advisors to place the matter

3. Expiration of Exclusivity Period The executed term sheet between RGC and Pinnacle Bridge Capital Partners, LP, dated December 2, 2022 (the "Term Sheet"), included a 90-day exclusivity period during which RGC agreed not to solicit, negotiate, or enter into any alternative debt or mezzanine financing arrangement with any third party (the "Exclusivity Period"). The 90-day Exclusivity Period, computed from the executi

4. Status of Transaction Documents We confirm that all draft transaction documents prepared in connection with the Proposed Financing remain in unexecuted form. No document was finalized, executed, or delivered by any party. The principal documents that were prepared or were in the process of preparation during the course of the engagement are as follows: (a) Mezzanine Note Purchase Agreement. A comprehensive note pu

5. Notification to Counterparties and Counsel At RGC's direction, C&H has notified the following parties of the suspension of the mezzanine financing process and the placement of this matter on dormant status: (a) Pinnacle Bridge Capital Partners, LP — Notification was delivered via email on March 16, 2023 to Victor Hargrove, Managing Partner, and Danielle Okonkwo, Head of Credit Investments, at their respective offi

6. Summary of Fees Incurred Total estimated C&H professional fees incurred from the engagement opening on October 31, 2022, through the Dormancy Date of March 17, 2023, are approximately $287,400. The following table sets forth the fee breakdown by timekeeper: The subtotal of $287,580.00 has been rounded to approximately $287,400 on the interim invoice previously rendered for the period ending February 28, 2023. A fi

7. Document Preservation Obligations C&H will retain all engagement files, work product, correspondence, draft transaction documents, internal memoranda, research materials, and related materials pertaining to this matter in accordance with the Firm's document retention policies and applicable professional responsibility obligations under the Nevada Rules of Professional Conduct. Unless otherwise instructed by RGC or

8. Reactivation The matter may be reactivated at any time upon written instruction from an authorized representative of RGC to C&H. Upon reactivation, the engagement team would undertake a comprehensive assessment of the then-current status of the Transaction, including the following: (a) The status and currency of the draft transaction documents, including whether revisions are required to reflect changed legal, reg

9. Continuing Obligations and Reminders Notwithstanding the placement of this matter on dormant status, we wish to draw your attention to the following continuing obligations and considerations: (a) Senior Secured Revolving Credit Facility. The existing $200,000,000 Senior Secured Revolving Credit Facility with Cornerstone National Bank, N.A. (the "Revolver"), established pursuant to the Credit Agreement, remains in

10. Closing We appreciate the opportunity to have represented Redstone Gaming Corp. in connection with the Proposed Financing, and we are grateful for the confidence that you and your colleagues have placed in Calderwood & Harkness LLP throughout this engagement. While we understand and support the Board's decision to suspend the Transaction under the present circumstances, we are pleased that the significant work pr