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Contract analysis / secretarys-certificate.docx
secretarys-certificate.docx
1033-00002 · 9 clauses
High · 0 Medium · 1 Standard · 2
Section 1. Certificate of Incorporation
Section 1. Certificate of Incorporation The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Redstone Gaming Corp., as filed with the Secretary of State of the State of Delaware, together with all certificates of amendment, certificates of designation, and certificates of correction thereto filed with the Secretary of State of
Section 2. Bylaws
Section 2. Bylaws The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Redstone Gaming Corp., as amended and restated through the date hereof (the "Bylaws"). The Bylaws have not been further amended, modified, supplemented, restated, or otherwise changed since the date of the last amendment or restatement thereof and are in full force and effect as
Section 3. Board Resolutions Medium
⚑ Notice / time limit to track
Section 3. Board Resolutions The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Board Resolutions") duly adopted by the Board of Directors of the Company at a meeting duly called and held on September 30, 2025. Proper notice of such meeting was given to all directors in accordance with the Charter, the Bylaws, and applicable provisions of
Section 4. Pricing Committee Resolutions Standard
⚑ Commercial term
Section 4. Pricing Committee Resolutions The undersigned hereby certifies that attached hereto as Exhibit D is a true, correct, and complete copy of the resolutions (the "Pricing Committee Resolutions") duly adopted by the Pricing Committee on October 28, 2025 (the "Pricing Date"). The Pricing Committee was duly constituted pursuant to the Board Resolutions dated September 30, 2025, and all three members of the Prici
Section 5. Incumbency
Section 5. Incumbency The undersigned hereby certifies that each of the following persons is, as of the date hereof, a duly elected or appointed, qualified, and acting officer or director of the Company, holding the office or position set forth opposite his or her name below, and that the signature set forth opposite each such person's name is the genuine signature of such person. Each of the following persons has be
Section 6. Good Standing and Existence
Section 6. Good Standing and Existence The undersigned hereby certifies that, to the best of her knowledge after due inquiry, the Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. In making this certification, the undersigned has relied, in part, upon the certificate of good standing issued by the Secretary of State of the State of Delaware, a cop
Section 7. Capitalization Standard
⚑ Commercial term
Section 7. Capitalization The undersigned hereby certifies that, as of the date hereof, after giving effect to the issuance of the Firm Shares at the closing of the Offering on the date hereof, the capitalization of the Company is as follows: (a) Authorized Common Stock: 300,000,000 shares, par value $0.001 per share. (b) Authorized Preferred Stock: 10,000,000 shares, par value $0.001 per share; none of which are iss
Section 8. No Conflict; No Proceedings; Regulatory Matters
Section 8. No Conflict; No Proceedings; Regulatory Matters The undersigned hereby certifies that, to the best of her knowledge after due inquiry: (a) The execution, delivery, and performance by the Company of the Underwriting Agreement and the issuance and sale of the Shares in the Offering do not and will not (i) violate or conflict with any provision of the Charter or Bylaws of the Company, (ii) violate, conflict w
Section 9. List of Exhibits
Section 9. List of Exhibits The following exhibits are attached hereto and incorporated herein by reference: Exhibit A — Certificate of Incorporation of Redstone Gaming Corp., as amended to date Exhibit B — Bylaws of Redstone Gaming Corp., as amended and restated to date Exhibit C — Resolutions of the Board of Directors of Redstone Gaming Corp., adopted September 30, 2025 Exhibit D — Resolutions of the Pricing Commit