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Contract analysis / negative-assurance-letter-10b5-draft.docx
negative-assurance-letter-10b5-draft.docx
1033-00002 · 6 clauses
High · 2 Medium · 1 Standard · 1
I. Introduction
I. Introduction We have acted as counsel to Redstone Gaming Corp., a Delaware corporation (the "Company" or the "Issuer"), in connection with the underwritten public offering (the "Offering") of 6,557,377 shares of common stock, par value $0.001 per share (the "Common Stock"), of the Company (plus up to 983,606 additional shares of Common Stock that may be purchased by the Underwriters pursuant to the over-allotment
II. Scope of Review and Participation Standard
⚑ Commercial term
II. Scope of Review and Participation In connection with rendering the statements set forth in this letter, we have, among other things: (a) participated in the preparation, review, and filing of the Registration Statement, including the Base Prospectus contained therein, and have reviewed the Registration Statement in the form in which it was declared effective by the Commission on March 28, 2024; (b) participated i
III. Limitations and Qualifications High
⚑ Non-compete / exclusivity restraint
III. Limitations and Qualifications The statements set forth in this letter are subject to the following limitations and qualifications, each of which should be considered in evaluating this letter: A. Nature of Negative Assurance This letter is not an opinion of law. The statements contained herein are in the nature of negative assurance based on the scope of our review and participation described in Section II abov
IV. Negative Assurance Statement
IV. Negative Assurance Statement Based on our participation in the preparation of the Registration Statement and the Prospectus, our review of the documents described in Section II above, and the due diligence process in which we have participated as described herein, and without independent investigation or verification of the matters referred to herein (and subject in all respects to the limitations, qualifications
V. Additional Qualifications High
⚑ Penalty / liquidated damages
V. Additional Qualifications In addition to the limitations and qualifications set forth in Section III above, the following additional qualifications apply to the statements set forth in this letter: (a) The negative assurance set forth in Section IV above does not extend to, and we expressly exclude therefrom, the financial statements, financial schedules, notes thereto, and all other financial and accounting data
VI. Governing Law Medium
⚑ Forum / governing law
VI. Governing Law This 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. Very truly yours, CALDERWOOD & HARKNESS LLP CALDERWOOD & HARKNESS LLP By: ________ Vivienne St. Claire, Partner Capital Markets Group cc: Darren Whitfield, Executive Vice Presid