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Contract analysis / comfort-letter-request-to-kaplan-feld.docx
comfort-letter-request-to-kaplan-feld.docx
1033-00002 · 13 clauses
High · 0 Medium · 3 Standard · 3
1. Introduction and Purpose Standard
⚑ Commercial term
1. Introduction and Purpose Calderwood & Harkness LLP represents Redstone Gaming Corp., a Delaware corporation ("RGC" or the "Company"), in connection with the Company's underwritten public offering (the "Offering") of 6,557,377 shares of the Company's common stock, par value $0.001 per share (CUSIP: 76134Q 108), plus an over-allotment option granted to the Underwriters (as defined below) to purchase up to 983,606 ad
2. Underwriting Agreement Requirements
2. Underwriting Agreement Requirements The Offering will be conducted pursuant to an Underwriting Agreement (the "Underwriting Agreement") to be entered into among Redstone Gaming Corp. and the Underwriters, namely Pinnacle Zanthor & Co. (as lead bookrunning manager), Hargrove Williams Securities LLC (as joint bookrunning manager), and Clearwater Capital Markets Inc. (as co-manager). The form of the Underwriting Agre
3. Financial Statements and Periods to be Covered Medium
⚑ Liability cap to check against exposure
3. Financial Statements and Periods to be Covered 3.1 Audited Financial Statements The Comfort Letters should cover the consolidated financial statements of Redstone Gaming Corp. for the fiscal year ended December 31, 2024 (the "Audited Financial Statements"), as included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended by the Company's Form 10-K/A filed with the SEC
4. Cut-Off Date and Subsequent Changes Period Standard
⚑ Commercial term
4. Cut-Off Date and Subsequent Changes Period For the Initial Comfort Letter, we request that the "Cut-Off Date" be no earlier than three (3) business days prior to the date of the Initial Comfort Letter. Accordingly, if the Initial Comfort Letter is dated October 28, 2025, the Cut-Off Date should be no earlier than October 23, 2025. For the Bring-Down Comfort Letter, we request that the Cut-Off Date be no earlier th
5. Circle-Up Procedures — Specific Financial and Statistical Data Medium
⚑ Liability cap to check against exposure
5. Circle-Up Procedures — Specific Financial and Statistical Data We request that the Comfort Letters cover the "circle-up" of specific financial data, figures, and statistical information appearing in the Registration Statement, the base prospectus, and the Prospectus Supplement that were derived from or are based upon the Company's accounting records, financial statements, or other financial data maintained by or d
6. Procedures for the Initial Comfort Letter
6. Procedures for the Initial Comfort Letter The Initial Comfort Letter should be dated as of the date of execution of the Underwriting Agreement, which is expected to be on or about October 28, 2025. The Initial Comfort Letter should contain the following elements: (a) Independence. A statement of Kaplan Feld's independence with respect to RGC within the meaning of the Securities Act and the applicable rules and reg
7. Procedures for the Bring-Down Comfort Letter Medium
⚑ Notice / time limit to track
7. Procedures for the Bring-Down Comfort Letter The Bring-Down Comfort Letter should be dated as of the closing date of the Offering, which is expected to be October 31, 2025. The Bring-Down Comfort Letter should update the Initial Comfort Letter to the new Cut-Off Date, which should be no earlier than October 29, 2025, and should confirm the following: (a) Updated Subsequent Changes Period. With respect to the Subse
8. Draft Comfort Letter and Coordination
8. Draft Comfort Letter and Coordination We respectfully request that Kaplan Feld provide a draft of the Initial Comfort Letter to Calderwood & Harkness LLP and Whitmore & Pratt LLP (underwriters' counsel) no later than October 24, 2025, in order to permit adequate time for review, comment, and resolution of any issues prior to the expected execution of the Underwriting Agreement on or about October 28, 2025. In conn
9. Form of Comfort Letter
9. Form of Comfort Letter The Comfort Letters should substantially conform to the illustrative form set forth in Appendix A to AU-C Section 920, adapted as appropriate for a follow-on equity offering of common stock pursuant to a shelf registration statement on Form S-3. We recognize that the illustrative forms in AU-C Section 920 are provided as guidance and that the specific form of each Comfort Letter must be tail
10. Delivery Instructions
10. Delivery Instructions The Comfort Letters should be delivered in accordance with the following schedule: • Initial Comfort Letter: To be delivered on or about October 28, 2025 (the date of execution of the Underwriting Agreement and the expected pricing date for the Offering). • Bring-Down Comfort Letter: To be delivered on October 31, 2025 (the expected closing date of the Offering). All Comfort Letters should b
11. Timeline Summary
11. Timeline Summary For convenience of reference, the following table summarizes the key milestones and target dates for the Comfort Letter process: We emphasize that the foregoing dates are estimates based on the currently anticipated timeline for the Offering and remain subject to change. We will promptly advise Kaplan Feld of any changes to the Offering timeline that would affect the dates for delivery of the Com
12. Engagement and Billing Standard
⚑ Commercial term
12. Engagement and Billing We note that the fees and expenses of Kaplan Feld in connection with the preparation and delivery of the Comfort Letters are for the account of Redstone Gaming Corp. and will be included in the Company's estimated offering expenses of $1,350,000, as disclosed in the Prospectus Supplement. We understand that Kaplan Feld maintains an existing engagement arrangement with the Company covering a
13. Closing
13. Closing We greatly appreciate Kaplan Feld's prompt attention to this request and your continued cooperation in connection with the Offering. Given the tight timeline, we would appreciate your confirmation of receipt of this letter and your ability to meet the milestones set forth herein at your earliest convenience. Should you have any questions regarding the foregoing, or should you wish to discuss any aspect of