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Contract analysis / officers-certificate-cfo-draft.docx
officers-certificate-cfo-draft.docx
High · 1
Medium · 1
Standard · 1
1. Capacity and Authority
1. Capacity and Authority I, Lena Okafor, hereby certify that I am the duly elected, qualified, and acting Chief Financial Officer of Redstone Gaming Corp. I have held this position continuously since January 15, 2023, and I have not been removed from, nor have I resigned from, such position as of the date hereof. I am authorized to execute and deliver this Certificate on behalf of the Company, and no further corpora
2. Representations and Warranties
High
⚑ Penalty / liquidated damages
2. Representations and Warranties I hereby certify that, to my knowledge after reasonable investigation, the representations and warranties of the Company set forth in Section [__] of the Agreement are true and correct in all material respects as of the date of the Agreement and as of the Closing Date, October [31], 2025, with the same force and effect as though expressly made on and as of the Closing Date (except fo
3. Compliance with Covenants
Standard
⚑ Commercial term
3. Compliance with Covenants I hereby certify that the Company has performed and complied in all material respects with all covenants, agreements, and conditions required to be performed or complied with by the Company under the Agreement on or before the Closing Date. Without limiting the generality of the foregoing, I specifically certify compliance with the following obligations: (a) Filing of the Final Prospectus
4. No Material Adverse Change
4. No Material Adverse Change I hereby certify that, since the date of the most recent financial statements of the Company incorporated by reference in the Registration Statement and the Prospectus (being the audited consolidated financial statements for the fiscal year ended December 31, 2024, as set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended by the Comp
5. No Stop Order or Proceedings
5. No Stop Order or Proceedings I hereby certify that, as of the Closing Date: (a) No stop order suspending the effectiveness of the Registration Statement (File No. 333-278401) has been issued by the SEC, and no proceedings for that purpose have been initiated or, to the knowledge of the undersigned after reasonable inquiry, threatened by the SEC or any other governmental authority. (b) No order preventing or suspen
6. Satisfaction of Conditions to Closing
Medium
⚑ Notice / time limit to track
6. Satisfaction of Conditions to Closing I hereby certify that, to my knowledge after reasonable investigation, all conditions precedent to the obligations of the Underwriters to purchase and pay for the Shares as set forth in Section [__] of the Agreement have been satisfied or, with the prior written consent of the Underwriters (or their representatives), waived as of the Closing Date. Without limiting the generali
7. Additional Certifications
7. Additional Certifications In addition to the foregoing, I hereby certify as follows: (a) Internal Controls over Financial Reporting The Company maintains a system of internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for e
8. Reliance
8. Reliance This Certificate is furnished to the Underwriters pursuant to Section [__] of the Agreement and is delivered as a condition to the obligations of the Underwriters to purchase and pay for the Shares at the closing of the offering contemplated thereby. This Certificate and the certifications contained herein may be relied upon by the Underwriters and by Whitmore & Pratt LLP, counsel to the Underwriters, in