Contract analysis

1. Purpose and Scope of Engagement Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Redstone Gaming Corp., a Nevada corporation ("RGC" or the "Company"), to serve as outside legal counsel to RGC in connection with a proposed mezzanine financing in the aggregate principal amount of Thirty-Five Million Dollars ($35,000,000) (the "Mezzanine Financing" or the "Transaction"). We unde

2. Use of Proceeds (Background) We understand that the proceeds of the Mezzanine Financing are intended to be applied as follows: (i) approximately Twenty-Two Million Dollars ($22,000,000) to fund capital expenditures for the upgrade and enhancement of RGC's digital wagering platform, referred to internally within the Company as "Project Catalyst," which we understand involves the deployment of next-generation mobile

3. Engagement Team The following attorneys will constitute the primary engagement team assigned to this matter: Claudia Merritt — Responsible Partner, Banking & Finance Group. Ms. Merritt will serve as the Responsible Partner with overall supervisory authority for the engagement. Ms. Merritt will be responsible for strategic direction, key negotiations, and the review and approval of all material deliverables. Ms. Me

4. Fees and Billing Arrangements 4.1 Hourly Rates Fees for legal services rendered in connection with this engagement will be calculated on an hourly basis at the following rates for the members of the engagement team identified above: In the event that additional attorneys or paraprofessionals are assigned to the engagement, such personnel will be billed at the Firm's then-current standard rates, which will be commu

5. Retainer No retainer or advance deposit is required at the inception of this engagement. However, the Firm reserves the right to request a retainer or advance deposit at any time during the engagement if, in the Firm's reasonable judgment, circumstances warrant such a request, including, without limitation, in the event that invoices remain past due or if the scope or complexity of the engagement increases signifi

6. Identification of Adverse and Related Parties Based on the information provided to the Firm to date, the Firm understands the principal parties to the Transaction to include the following: (a) Redstone Gaming Corp. — Borrower and client of the Firm in this matter; (b) Pinnacle Bridge Capital Partners, LP and its affiliates, including Pinnacle Bridge Capital Management, LLC (as general partner) and Pinnacle Bridge

7. Conflict of Interest Check and Waiver The Firm has conducted a conflicts check based on the information provided by RGC as described in Section 6 above, utilizing the Firm's internal conflicts clearance system and database. As of the date hereof, the Firm has not identified any conflict of interest that would preclude the Firm's representation of RGC in this matter under the Nevada Rules of Professional Conduct or

8. Confidentiality The Firm will maintain in strict confidence all information provided by RGC in connection with this engagement, including all documents, data, communications, memoranda, analyses, financial information, business plans, trade secrets, and other materials furnished by RGC or its officers, directors, employees, agents, or advisors, consistent with the Firm's obligations under applicable rules of profe

9. Document Retention Upon the conclusion or termination of the engagement (including any period of dormancy, suspension, or inactivity), the Firm will retain client files and work product in accordance with the Firm's standard document retention policy. The Firm's current policy provides for the retention of closed matter files, including both paper and electronic records, for a period of not less than seven (7) yea

10. Termination Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. Such notice may be provided by email, personal delivery, or overnight courier to the addresses set forth in this letter or to such other address as either party may designate in writing from time to time. Notwithstanding any termination by RGC, RGC will remain responsible for the paym

11. No Guarantee of Outcome RGC acknowledges and agrees that the Firm's engagement pursuant to this letter does not guarantee any particular outcome with respect to the Transaction, including, without limitation, the successful closing of the Mezzanine Financing, the obtainment of any required regulatory approvals or consents, or the achievement of any specific commercial, financial, or legal objective. The practice

12. Governing Law and Dispute Resolution This engagement letter and the relationship between the Firm and RGC arising hereunder shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to principles of conflict of laws that would require the application of the laws of any other jurisdiction. Any dispute, claim, or controversy arising out of or relating to this engagement,

13. Entire Agreement and Amendments This letter constitutes the entire agreement between the Firm and RGC with respect to the subject matter hereof, including the scope of the engagement, the fee arrangement, and the other terms and conditions governing the Firm's representation of RGC in connection with the Transaction. This letter supersedes all prior or contemporaneous oral or written communications, proposals, ne

14. Acceptance and Execution We are pleased to have this opportunity to work with RGC on the Mezzanine Financing and look forward to a successful collaboration. If the foregoing accurately reflects your understanding of the terms of this engagement, please confirm RGC's agreement by executing and returning the enclosed copy of this letter to the undersigned at your earliest convenience. An executed copy returned by e