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Contract analysis / negative-assurance-letter-10b5-final.docx
negative-assurance-letter-10b5-final.docx
1033-00002 · 13 clauses
High · 0 Medium · 3 Standard · 0
I. Introduction
I. Introduction We have acted as counsel to Redstone Gaming Corp., a corporation organized and existing under the laws of the State of Delaware (the "Company"), in connection with the public offering (the "Offering") of shares of common stock, par value $0.001 per share (the "Common Stock"), of the Company. The Offering is being made pursuant to: (a) the Registration Statement on Form S-3 (File No. 333-278401; CIK No
II. Scope of Engagement and Participation
II. Scope of Engagement and Participation In connection with this letter and the Offering, we have, among other things: (i) participated in the preparation and review of the Registration Statement, including the base prospectus contained therein, and the exhibits and schedules filed therewith and forming a part thereof; (ii) participated in the preparation and review of the Preliminary Prospectus Supplement and the F
III. Limitations and Qualifications
III. Limitations and Qualifications The following limitations and qualifications apply to this letter and the negative assurance statements set forth herein, and you should consider this letter only in the context of such limitations and qualifications:
1. Not a Legal Opinion. This letter is not, and should not be construed as, a legal opini Medium
⚑ Liability cap to check against exposure
1. Not a Legal Opinion. This letter is not, and should not be construed as, a legal opinion. The statements and observations contained herein are limited to the negative assurance statements expressly set forth below, subject in all respects to the limitations, qualifications, and assumptions described herein.
2. No Independent Verification. We have not undertaken to independently verify, and have
2. No Independent Verification. We have not undertaken to independently verify, and have not independently verified, the accuracy, completeness, or fairness of the statements contained in the Registration Statement, the Prospectus, or the documents incorporated by reference therein. Our engagement has not included an audit or any other independent examination or verification of the financial or other factual informat
3. No Independent Investigation. Except for the procedures described in Section II above,
3. No Independent Investigation. Except for the procedures described in Section II above, no independent investigation or verification of facts has been undertaken by us. We have not made any investigation of, or inquiry into, the assets, liabilities, financial condition, results of operations, business, or prospects of the Company or any of its subsidiaries, except to the extent that such matters are reflected in th
4. Reliance on Officers and Others. In rendering the negative assurance statements below,
4. Reliance on Officers and Others. In rendering the negative assurance statements below, we have relied, to the extent we deemed such reliance appropriate and reasonable, upon: (A) certificates and representations of officers, directors, and other representatives of the Company, including the officer's certificate delivered to you as of the Closing Date; (B) statements and information provided by public officials an
5. Exclusions from Negative Assurance. We do not express any view, belief, or negative as
5. Exclusions from Negative Assurance. We do not express any view, belief, or negative assurance, and this letter does not address, with respect to: (a) financial statements, financial schedules, and other financial or statistical data (including, without limitation, Adjusted EBITDA, revenue, net income, earnings per share, free cash flow, and all other financial metrics and non-GAAP financial measures), or the notes
IV. Disclosure Package
IV. Disclosure Package For purposes of this letter, the term "Disclosure Package" means, collectively: (a) the Preliminary Prospectus Supplement dated October 6, 2025, together with the base prospectus forming part of the Registration Statement; (b) the Pricing Term Sheet dated October 28, 2025, filed with the SEC pursuant to Rule 433 under the Securities Act; and (c) any other free writing prospectus that the partie
V. Negative Assurance Statements Medium
⚑ Forum / governing law
V. Negative Assurance Statements Based on and subject to the foregoing (including, without limitation, the scope of our engagement and participation described in Section II above and the limitations and qualifications set forth in Section III above), and having regard to our understanding of the applicable law and the experience we have gained in our practice thereunder, as of the date hereof: A. Registration Stateme
VI. Reliance and Beneficiaries
VI. Reliance and Beneficiaries This letter is furnished to you, as the several Underwriters named in the Underwriting Agreement, solely for your benefit and solely in connection with the Offering and the transactions contemplated by the Underwriting Agreement. This letter may not be relied upon by any other person or entity, and may not be used, circulated, quoted, referred to, filed with any governmental agency, or
VII. No Obligation to Update
VII. No Obligation to Update We undertake no obligation, and hereby disclaim any duty, to update, revise, supplement, or reaffirm this letter, or to notify you or any other person of any changes in facts, circumstances, law, or the interpretation thereof, occurring or coming to our attention after the Closing Date, whether or not such changes would affect or modify the statements, views, or negative assurance set for
VIII. Governing Law Medium
⚑ Forum / governing law
VIII. Governing Law This letter, and any claims or disputes arising out of or in connection herewith, shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of laws principles that would result in the application of the laws of any other jurisdiction. [Signature Page Follows] [Signature Page to Negative Assurance Letter] Very truly yours, CALDERWOOD & HARK