Contract analysis

1. Introduction and Engagement We are pleased to confirm that Redstone Gaming Corp. ("RGC" or the "Company"), a corporation organized under the laws of the State of Delaware and headquartered in Las Vegas, Nevada, has retained Calderwood & Harkness LLP ("C&H" or the "Firm") to serve as issuer's counsel in connection with the Company's proposed underwritten follow-on public offering of shares of its common stock, par

2. Scope of Representation C&H will represent RGC as issuer's counsel in connection with the Offering. The Offering is structured as a firm commitment underwritten public offering of shares of the Company's common stock, par value $0.001 per share. The Offering will be conducted pursuant to the Company's existing shelf registration statement on Form S-3 (File No. 333-278401), which was originally filed with the Secur

3. Staffing The following attorneys have been assigned to serve on the engagement team for the Offering: (a) Vivienne St. Claire — Responsible Partner, Capital Markets (New York office). Ms. St. Claire will serve as the responsible partner for this engagement and will provide overall supervision and strategic direction of all work performed by the engagement team. She will serve as the primary relationship partner fo

4. Fee Arrangements 4.1 Billing Rates The following hourly billing rates will be applicable to the legal services rendered by C&H in connection with this engagement: These rates reflect the Firm's current standard rates for capital markets engagements and are consistent with the rates applied to comparable underwritten equity offering representations. The Firm's billing rates are subject to periodic adjustment in acc

5. Key Transaction Timeline For planning purposes, the following is a summary of the expected transaction timeline for the Offering. This timeline has been developed in consultation with the Company, the Underwriters, and their respective advisors, and is subject to adjustment based on market conditions, SEC review, and other factors. All dates set forth above are estimates and targets only, and are subject to change

6. Confidentiality C&H acknowledges its obligation to maintain the confidentiality of all non-public information received from the Company or its representatives in connection with this engagement. The Firm will not disclose such information to any third party except (a) as authorized by the Company, (b) to the extent necessary to perform our obligations under this engagement (including disclosure to other members of

7. Conflicts of Interest C&H has conducted a conflicts check in accordance with the Firm's standard procedures and the applicable Rules of Professional Conduct, and based on the results of that review, the Firm is not aware of any conflict of interest that would prevent it from undertaking this representation of the Company in connection with the Offering. The Company acknowledges that C&H is a large, multi-practice

8. Document Retention C&H will maintain all engagement files, including work product, correspondence, and transaction documents, in accordance with the Firm's standard document retention schedule. The Firm's retention policies are designed to comply with all applicable legal, regulatory, and professional requirements regarding the preservation of client files and records. Original documents provided by the Company to

9. Limitation of Liability The aggregate liability of C&H to the Company arising out of or in connection with this engagement, including without limitation any claims for breach of contract, negligence, or other legal theories, shall not exceed the total amount of fees actually paid by the Company to C&H under this engagement letter; provided, however, that this limitation of liability shall not apply to losses or da

10. Termination Either party may terminate this engagement upon ten (10) business days' prior written notice to the other party. In the event of termination by either party, the Company shall remain obligated to pay C&H for all legal fees earned and out-of-pocket expenses incurred through the effective date of termination, in accordance with the billing procedures set forth in Section 4.4 above. Upon termination of t

11. Governing Law and Dispute Resolution This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws that would require the application of the laws of any other jurisdiction. Any dispute, controversy, or claim arising out of or relating to this engagement, including any question regarding the interpretation, performa

12. Miscellaneous Provisions Entire Agreement. This engagement letter, together with any enclosures referenced herein, constitutes the entire agreement between C&H and the Company with respect to the subject matter hereof and supersedes all prior discussions, negotiations, understandings, and agreements, whether oral or written, relating to the engagement of C&H in connection with the Offering. Amendment. This engage