Contract analysis

I. Purpose and Scope of This Memorandum This memorandum documents the due diligence investigation undertaken by Calderwood & Harkness LLP, as counsel to Redstone Gaming Corp., a Delaware corporation headquartered in Las Vegas, Nevada, in connection with the Company’s underwritten follow-on public offering of common stock. For purposes of this memorandum, Calderwood & Harkness LLP is referred to as “C&H,” and Redstone

II.A. Description of the Offering The transaction was structured as an underwritten firm commitment follow-on public offering of common stock of Redstone Gaming Corp. RGC’s common stock is listed on the New York Stock Exchange under the ticker symbol “RDGM.” The CUSIP number for the common stock is 76134Q 108. The total base offering size was $180,000,000. The public offering price was $27.45 per share, which was als

II.B. Parties to the Transaction The principal parties and advisers involved in the transaction were as follows. Issuer. Redstone Gaming Corp. is a Delaware corporation headquartered at 3900 Las Vegas Boulevard South, Suite 1200, Las Vegas, Nevada 89119. Its registered agent in Delaware is Capitol Corporate Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801. The Company’s Delaware Charter File No. is 7291

II.C. Key Issuer Management and Board Members Involved The members of RGC management and the Board of Directors principally involved in the offering and related diligence process were: • Marcus Hale, Chief Executive Officer and Director; • Lena Okafor, Chief Financial Officer; • Darren Whitfield, Executive Vice President and General Counsel; • Patricia Moynihan, Independent Director and Chair of the Finance Committee

II.D. Key Institutional Shareholders The following institutional shareholders were identified as key shareholders for purposes of the offering process, lock-up analysis, and investor relations considerations. Grandview Capital Partners, LP. Grandview Capital Partners, LP, 200 Clarendon Street, 48th Floor, Boston, Massachusetts 02116, beneficially owned 18,720,000 shares, representing approximately 12.28% of RGC’s out

II.E. Use of Proceeds The final prospectus supplement disclosed that the Company intended to use the net proceeds from the offering for three principal purposes: expansion into the Louisiana and Indiana gaming markets, partial retirement of outstanding indebtedness, and general corporate purposes. Approximately $115,000,000, representing approximately 67.1% of net proceeds after offering expenses, is expected to be u

II.F. Timeline of Key Events The following timeline summarizes the principal corporate, regulatory, offering, and diligence events relevant to the transaction.

III. Legal Standards — Section 11 Due Diligence Defense

Section 11(a) of the Securities Act imposes liability for material misstatements or omissions in a registration statement on specified persons, including the issuer, persons who signed the registration statement, directors or persons named as about to become directors, experts whose reports are included or incorporated by reference, and underwriters. In the case of an issuer, liability under Section 11 is generally t

Section 11(b)(3) provides that a defendant, other than the issuer, shall not be liable if the defendant can establish that, after reasonable investigation, the defendant had reasonable ground to believe and did believe, at the time the relevant part of the registration statement became effective, that the statements therein were true and that there was no omission of a material fact required to be stated therein or n

Section 11(c) provides that the standard of reasonableness is that required of a prudent person in the management of his or her own property. The inquiry is objective and contextual. It depends on the nature of the issuer, the complexity of the transaction, the role of the relevant participant, the type of disclosure at issue, the availability of source documents, and whether particular circumstances suggested a need

III.B. Applicable Guidance and Case Law Courts have interpreted Section 11’s due diligence defense to require an active, substantive investigation rather than passive acceptance of management’s representations. Leading decisions have emphasized that underwriters and other participants cannot rely solely on the issuer’s assertions where reasonable investigation would identify inconsistencies, omissions, or red flags.

III.C. Scope of Defense This Memorandum Is Intended to Support This memorandum documents the investigation undertaken by C&H as issuer’s counsel. It covers both expertised and non-expertised portions of the registration statement, including the base prospectus, the prospectus supplement, documents incorporated by reference, and related offering materials. With respect to expertised financial statements, C&H’s work co

IV. Due Diligence Team and Responsibilities

IV.A. Calderwood & Harkness LLP Team The C&H team was organized to provide partner-level supervision, associate-level execution, and coordinated review of legal, disclosure, regulatory, and closing matters. Vivienne St. Claire served as Responsible Partner. Ms. St. Claire had overall responsibility for supervising the due diligence process, advising on Securities Act liability considerations, participating in managem

IV.B. Other Participants in the Due Diligence Process The diligence process was conducted in coordination with underwriters’ counsel, the underwriters, the independent auditor, the Company’s financial advisor, and Company management. Thomas Beaumont and Rebecca Ling of Whitmore & Pratt LLP, counsel to the underwriters, participated in management interviews and the bring-down call and conducted an independent review o

V. Chronology and Description of Due Diligence Activities

V.A. Phase I — Pre-Filing Due Diligence September 15 – October 5, 2025

V.A.1. Initial Organizational Meeting and Kick-Off. An initial organizational meeting was held by video conference on September 15, 2025. Participants included Vivienne St. Claire, Brendan Walsh, and Natasha Forbes of C&H; Marcus Hale, Lena Okafor, and Darren Whitfield of RGC; Aisha Rowan and Colin Matsuda of Pinnacle Zanthor; and Thomas Beaumont and Rebecca Ling of Whitmore & Pratt. The meeting covered the overall s

V.A.2. Document Review — Corporate and Organizational Documents. From September 16 through September 30, 2025, Brendan Walsh and Natasha Forbes reviewed RGC’s corporate and organizational documents. The review was designed to confirm corporate existence, good standing, authority to issue shares, capitalization, board authorization, subsidiary structure, and any contractual restrictions relevant to the offering. The d

V.A.3. Document Review — Gaming Regulatory Compliance. From September 18 through October 3, 2025, Brendan Walsh and Natasha Forbes, with input from Vivienne St. Claire, reviewed gaming regulatory compliance materials. Because RGC operates in a heavily regulated industry, and because a material portion of the use of proceeds was dedicated to expansion into Louisiana and Indiana, gaming regulatory diligence was treated

V.A.4. Document Review — Material Contracts. From September 19 through October 1, 2025, Brendan Walsh and Natasha Forbes reviewed material contracts relevant to the offering, including indebtedness documents, property leases, technology agreements, executive arrangements, and insurance policies. The debt document review included the indenture dated June 15, 2021 governing the Company’s 6.25% Senior Secured Notes due

V.A.5. Document Review — Litigation and Contingencies. From September 22 through October 1, 2025, Natasha Forbes, under the supervision of Brendan Walsh, reviewed litigation and contingency materials. The materials included a litigation docket and summary provided by Darren Whitfield, the Company’s General Counsel, pending and threatened litigation summaries, outside counsel litigation reports, insurance coverage ana

V.A.6. Document Review — Financial Statements and Accounting. From September 23 through October 3, 2025, Natasha Forbes reviewed financial statements and accounting-related materials, coordinating with Sandra Meyers of Kaplan Feld & Associates LLP. The review included the audited financial statements for fiscal year 2024 as set forth in the Company’s Form 10-K and as amended by the Form 10-K/A filed July 15, 2025, qu

V.A.7. Document Review — SEC Filings and Public Disclosures. From September 24 through October 5, 2025, Natasha Forbes and Brendan Walsh reviewed RGC’s SEC filings and public disclosures. The review included the Form S-3 shelf registration statement filed March 14, 2024 and declared effective March 28, 2024, SEC File No. 333-278401; all documents incorporated by reference, including the Form 10-K, Form 10-K/A, Forms

V.A.8. Industry and Market Analysis. From September 25 through October 3, 2025, Brendan Walsh reviewed publicly available industry reports, analyst coverage of the gaming sector, and market information relevant to RGC’s business and offering. C&H also consulted with Victor Tanaka of Ridgeline Advisory Group LLC regarding RGC’s valuation and market positioning. The review covered the competitive landscape in Nevada, N

V.B. Phase II — Management Interviews October 6 – October 10, 2025

V.B.1. Initial Management Interview — October 7, 2025. The initial management interview was held by video conference on October 7, 2025 and lasted approximately three hours. RGC participants were Marcus Hale, Chief Executive Officer; Lena Okafor, Chief Financial Officer; and Darren Whitfield, General Counsel. C&H participants were Vivienne St. Claire, Brendan Walsh, and Natasha Forbes. Whitmore & Pratt participants w

V.B.2. Follow-Up Management Interview — October 9, 2025. A follow-up management interview was held by video conference on October 9, 2025 and lasted approximately two hours. RGC participants were Lena Okafor and Darren Whitfield. C&H participants were Brendan Walsh and Natasha Forbes. Whitmore & Pratt participant Rebecca Ling also attended. The follow-up interview focused on topics requiring additional detail after t

V.B.3. Independent Director Interview — October 10, 2025. An independent director interview was held by video conference on October 10, 2025 and lasted approximately one hour. RGC participants were Patricia Moynihan, Chair of the Finance Committee, and Raymond Chu, Chair of the Audit Committee. C&H participants were Vivienne St. Claire and Brendan Walsh. Whitmore & Pratt participant Thomas Beaumont also attended. The

V.C. Phase III — SEC Comment Response and Supplemental Diligence October 14 – October 24, 2025

V.C.1. Receipt and Analysis of SEC Comment Letter. On October 14, 2025, the Company received a comment letter from the Branch Chief, Office of Real Estate & Construction, Division of Corporation Finance, Securities and Exchange Commission. The letter contained six comments relating to the preliminary prospectus supplement and incorporated disclosure. Brendan Walsh and Natasha Forbes prepared an internal analysis memo

V.C.2. Summary of SEC Comments and Due Diligence Implications. Comment 1 — Use of Proceeds. The SEC requested more specific allocation of offering proceeds between Louisiana and Indiana expansion and retirement of the Senior Secured Notes. In response, C&H confirmed with Lena Okafor and Marcus Hale the specific dollar allocations: approximately $70 million for Bossier City, Louisiana; approximately $45 million for Ga

V.C.3. Supplemental Document Requests and Verification. From October 16 through October 22, 2025, C&H requested and received supplemental materials from RGC in response to the SEC comments and related diligence issues. The materials included updated capitalization schedules, geographic revenue breakdowns supporting the 58% Nevada concentration figure, development timelines and budget documents for the Bossier City an

V.C.4. SEC Comment Response Filing. C&H prepared a draft response letter addressed to the Branch Chief, Office of Real Estate & Construction, Division of Corporation Finance, Securities and Exchange Commission. The internal target date of October 21, 2025 was met. The response letter addressed all six SEC comments through revised disclosure language and supplemental explanations. Following review by RGC management, u

V.D. Phase IV — Comfort Letter Procedures and Auditor Coordination October 17 – October 31, 2025

V.D.1. Comfort Letter Request. C&H coordinated comfort letter procedures with Kaplan Feld & Associates LLP. Brendan Walsh sent a formal request letter to Sandra Meyers specifying the financial statements and financial data to be covered, the requested circle-up procedures and specified items, the cut-off dates for financial data, and the form of the initial comfort letter to be delivered at pricing and the bring-down

V.D.2. Circle-Up Procedures. From October 17 through October 24, 2025, C&H coordinated circle-up procedures among RGC, Kaplan Feld, and the underwriters’ counsel. On October 17, 2025, Natasha Forbes sent Sandra Meyers a detailed email identifying the proposed circle-up items. C&H coordinated with Lena Okafor and Kaplan Feld to verify the accuracy of financial data in the prospectus supplement, the consistency of sele

V.D.3. Comfort Letter Delivery. Kaplan Feld delivered its initial comfort letter at signing and pricing on October 28, 2025. Kaplan Feld delivered its bring-down comfort letter at closing on October 31, 2025. C&H reviewed both comfort letters for compliance with the underwriting agreement requirements, including addressees, cut-off dates, covered periods, agreed-upon procedures, negative assurance language regarding

V.E. Phase V — Bring-Down Due Diligence Call October 27, 2025

V.E.1. Participants. The bring-down due diligence call was attended by Marcus Hale, Lena Okafor, and Darren Whitfield of RGC; Vivienne St. Claire, Brendan Walsh, and Natasha Forbes of C&H; Thomas Beaumont and Rebecca Ling of Whitmore & Pratt; and Aisha Rowan and Colin Matsuda of Pinnacle Zanthor.

V.E.2. Date and Time. The bring-down call was held by video conference on October 27, 2025, the day prior to pricing. The call lasted approximately 1.5 hours.

V.E.3. Topics Covered. The bring-down call was designed to confirm the accuracy and completeness of the registration statement and prospectus supplement as of the date immediately prior to pricing and to identify any developments since the last management diligence sessions. The participants discussed updates since the Company’s most recent Form 10-Q filing, including business performance, operations, financial condi

V.E.4. Bring-Down Confirmation. Management confirmed that, to their knowledge, the registration statement and prospectus supplement, as amended and supplemented, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Management further

V.F. Phase VI — Closing Verification October 28 – October 31, 2025

V.F.1. Pricing Date Activities — October 28, 2025. On October 28, 2025, the Pricing Committee, consisting of Marcus Hale, Lena Okafor, and Patricia Moynihan, met to approve the final offering terms. The Pricing Committee approved the public offering price of $27.45 per share, the issuance of 6,557,377 base shares, the underwriting discount of $1.098 per share, and execution of the underwriting agreement. A pricing te

V.F.2. Closing Date Activities — October 31, 2025. On October 31, 2025, C&H reviewed closing deliverables against the master closing checklist. The deliverables included: • the final prospectus supplement filed under Rule 424(b)(5); • the executed underwriting agreement; • an officer’s certificate signed by Marcus Hale, Chief Executive Officer, and Lena Okafor, Chief Financial Officer, certifying the accuracy of repr

VI. Verification of Material Statements in the Prospectus Supplement

VI.A. Methodology. C&H conducted a verification process for material factual statements in the prospectus supplement. The objective was to trace each material factual statement to a primary source document, Company record, public filing, third-party source, auditor comfort letter item, or management confirmation. Verification was conducted principally by Brendan Walsh and Natasha Forbes, under the supervision of Vivi

VI.B. Key Categories of Verified Statements

VI.B.1. Corporate and Capitalization Information. C&H verified the Company’s Delaware incorporation, authorized capital structure, outstanding share count, treasury shares, options outstanding, and post-offering share counts. The Company’s Certificate of Incorporation confirmed authorized capital of 300,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock. No preferred

VI.B.2. Financial Data. C&H verified principal financial data included in the prospectus supplement and incorporated filings, including FY 2024 revenues of $2,470,000,000, Adjusted EBITDA of $612,000,000, and net income of $187,000,000. These figures were traced to the audited financial statements included in the Form 10-K and Form 10-K/A and to related Company records included in the comfort letter process. C&H veri

VI.B.3. Offering Terms. C&H verified the offering p