Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person. For purposes of this definition, "Control" (including the correlative terms "Controlled by" and "under

Section 1.02 — Rules of Interpretation Unless the context otherwise requires, in this Agreement: (a) headings and captions are for convenience of reference only and shall not affect the interpretation of this Agreement; (b) the singular includes the plural and the plural includes the singular; (c) the words "hereof," "herein," "hereunder," and words of similar import refer to this Agreement as a whole and not to any

Section 1.03 — Accounting Terms All accounting terms used and not specifically defined herein shall be construed in accordance with GAAP as in effect on the date hereof, consistently applied. If any change in GAAP (including the adoption of IFRS) from GAAP as applied in the preparation of the most recent financial statements delivered pursuant to Section 7.01 hereof would affect the computation of any financial ratio

ARTICLE II — PURCHASE AND SALE OF NOTES

Section 2.01 — Authorization of the Notes The Issuer has duly authorized the issuance and sale of $35,000,000 aggregate principal amount of its 13.50% Senior Subordinated Notes due 2028. The Notes shall be designated as the "13.50% Senior Subordinated Notes due 2028" and shall be substantially in the form attached hereto as Exhibit A. The Notes shall constitute senior subordinated obligations of the Issuer, ranking s

Section 2.02 — Purchase and Sale Subject to the terms and conditions of this Agreement, on the Closing Date, the Issuer agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Issuer, $35,000,000 aggregate principal amount of the Notes at a purchase price equal to 100% of par, or $35,000,000 (the "Purchase Price"). Payment of the Purchase Price shall be made by the Purchaser to the Is

Section 2.03 — Closing The Closing shall take place at the offices of Calderwood & Harkness LLP, 300 South Fourth Street, Suite 2800, Las Vegas, NV 89101, or remotely by exchange of documents and signatures via electronic transmission, at 10:00 a.m. (Pacific Time) on the Closing Date. The Closing Date shall be a date mutually agreed upon by the Issuer and the Purchaser, which the Parties anticipate will occur on or a

Section 2.04 — Use of Proceeds The Issuer shall apply the net proceeds of the Notes as follows: (a) approximately Twenty-Two Million Dollars ($22,000,000) for capital expenditures related to Project Catalyst, including the development, upgrade, and deployment of the Issuer's digital wagering platform operated through RDW, encompassing technology infrastructure improvements, software development, systems integration,

Section 2.05 — Issuance of Warrants Simultaneously with the Closing, and as additional consideration for the Purchaser's purchase of the Notes, the Issuer shall issue to the Purchaser the Warrants pursuant to the Warrant Agreement. The Warrants shall entitle the Purchaser to purchase 1,650,000 shares of common stock of the Issuer, representing 3.00% of the Issuer's outstanding Equity Interests on a Fully Diluted Basi

ARTICLE III — INTEREST AND PAYMENT TERMS

Section 3.01 — Cash Interest The Notes shall bear cash interest on the outstanding Principal Amount at a rate equal to the Cash Interest Rate (10.50% per annum). Cash interest shall be payable quarterly in arrears on each Interest Payment Date, commencing on the first Interest Payment Date occurring after the Closing Date. Based on the original Principal Amount of $35,000,000, the annual cash interest payable shall b

Section 3.02 — PIK Interest In addition to Cash Interest payable under Section 3.01, the Notes shall accrue PIK Interest on the outstanding Principal Amount at a rate equal to the PIK Interest Rate (3.00% per annum). PIK Interest shall compound quarterly on each Interest Payment Date. On each Interest Payment Date, the amount of PIK Interest accrued during the applicable quarter shall be automatically added to the ou

Section 3.03 — All-in Yield The all-in yield on the Notes is 13.50% per annum, consisting of the Cash Interest Rate of 10.50% per annum plus the PIK Interest Rate of 3.00% per annum. The Issuer and the Purchaser agree that the foregoing rates are commercially reasonable and reflect the credit risk, subordination, and other terms applicable to the Notes.

Section 3.04 — Default Interest Upon the occurrence and during the continuance of an Event of Default, the interest rate on the Notes (both the Cash Interest Rate and the PIK Interest Rate) shall automatically increase by two percentage points (2.00%) per annum above the rates otherwise applicable (the "Default Rate"), resulting in an all-in yield of 15.50% per annum (12.50% Cash Interest Rate and 3.00% PIK Interest

Section 3.05 — Maturity The entire outstanding Principal Amount of the Notes (including all PIK Interest capitalized thereon), together with all accrued and unpaid Cash Interest and PIK Interest thereon, shall be due and payable in full on the Maturity Date (the fifth anniversary of the Closing Date). If the Maturity Date falls on a day that is not a Business Day, payment shall be due on the next succeeding Business

Section 3.06 — Prepayment (a) Call Protection. The Notes shall not be prepayable, in whole or in part, at any time during the first twenty-four (24) months following the Closing Date (the "Non-Call Period"). During the Non-Call Period, neither the Issuer nor any Affiliate of the Issuer shall prepay, redeem, repurchase, defease, or otherwise retire the Notes, whether voluntarily or involuntarily (other than pursuant t

Section 3.07 — Payments Generally All payments of principal, interest, premium (if any), fees, expenses, and other amounts payable by the Issuer to the Purchaser under this Agreement and the Notes shall be made in lawful money of the United States of America and in immediately available funds, without set-off, counterclaim, deduction, or withholding of any kind (except as required by Applicable Law), to such account

Section 3.08 — Taxes and Withholding All payments made by the Issuer under this Agreement and the Notes shall be made free and clear of, and without deduction or withholding for, any present or future taxes, duties, levies, imposts, assessments, or other governmental charges of any nature (collectively, "Taxes"), unless the Issuer is required by Applicable Law to deduct or withhold any such Taxes. If the Issuer is so

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE ISSUER The Issuer hereby represents and warrants to the Purchaser as of the date hereof (except where any representation or warranty is stated to be made as of a specific date, in which case such representation or warranty shall be made only as of such specific date) as follows:

Section 4.01 — Organization and Good Standing The Issuer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada. The Issuer has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as now being conducted. The Issuer is duly qualified or licensed to do business and is in good standing in each jurisdicti

Section 4.02 — Subsidiaries (a) RDW is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Nevada (EIN: 88-0587214). The Issuer owns, directly, 100% of the issued and outstanding membership interests of RDW, free and clear of all Liens other than Permitted Liens and the Liens created under the Pledge and Security Agreement. RDW is the entity through which

Section 4.03 — Authorization; Enforceability The Issuer has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement and each other Transaction Document to which it is a party. The execution, delivery, and performance by the Issuer of this Agreement and each other Transaction Document to which it is a party have been duly authorized by all necessary corporate a

Section 4.04 — No Conflicts; Required Consents The execution, delivery, and performance by the Issuer of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby (including the issuance and sale of the Notes and the issuance of the Warrants), do not and will not: (a) violate, conflict with, or result in a breach of any provisio

Section 4.05 — Capitalization As of the date hereof, the authorized capital stock of the Issuer consists of [●] shares of common stock, par value $0.001 per share, of which 55,000,000 shares are issued and outstanding. The common stock of the Issuer is listed and traded on Nasdaq under the ticker symbol "RDGM." All outstanding shares of common stock have been duly authorized, validly issued, and are fully paid and no

Section 4.06 — Financial Statements The Issuer has heretofore delivered to the Purchaser complete and correct copies of (a) the audited consolidated financial statements (including the consolidated balance sheet, consolidated statements of operations, consolidated statements of stockholders' equity, and consolidated statements of cash flows, together with the related notes thereto) of the Issuer and the Subsidiaries

Section 4.07 — No Material Adverse Effect Since September 30, 2022, there has been no event, circumstance, development, change, effect, or condition that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, since September 30, 2022, the Issuer and the Subsidiaries have conducted their respective businesses in th

Section 4.08 — Litigation Except as disclosed on Schedule 4.08 hereto, there is no action, suit, proceeding, claim, arbitration, mediation, or investigation pending or, to the knowledge of the Issuer, threatened in writing against the Issuer or any Subsidiary, or against any officer, director, or employee of the Issuer or any Subsidiary in their capacity as such, before any court, arbitrator, or Governmental Authorit

Section 4.09 — Compliance with Laws The Issuer and each Subsidiary are, and have at all times during the past three (3) years been, in compliance in all material respects with all Applicable Laws, including Gaming Laws, securities laws (including the Securities Act and the Exchange Act), environmental laws, employment and labor laws, anti-corruption laws, anti-money laundering laws, and data privacy and cybersecurity

Section 4.10 — Tax Matters The Issuer and each Subsidiary have timely filed (or caused to be filed) all federal, state, local, and foreign tax returns and reports required to be filed by them, all such returns and reports are true, correct, and complete in all material respects, and the Issuer and each Subsidiary have timely paid (or caused to be paid) all taxes shown to be due on such returns and all other taxes, as

Section 4.11 — Gaming Matters (a) The Issuer and each applicable Subsidiary hold all Gaming Licenses necessary for the conduct of their respective gaming operations as currently conducted, including Nevada Gaming License No. NGC-2019-00847 issued by the Nevada Gaming Control Board and the Nevada Gaming Commission, and all licenses, permits, and approvals issued by the Arizona Department of Gaming and the New Mexico G