Contract analysis

Section 1. Lock-Up Restrictions. (a) Restricted Activities. The undersigned agrees that, during the Lock-Up Period (as defined in Section 2 below), the undersigned will not, without the prior written consent of Pinnacle Zanthor & Co. (which consent may be withheld in Pinnacle Zanthor's sole discretion), directly or indirectly: (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sal

Section 2. Lock-Up Period. The "Lock-Up Period" shall mean the period beginning on the date of the final prospectus supplement relating to the Offering (the "Final Prospectus Supplement"), as filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act, and ending at the close of business (5:00 p.m. Eastern Time) on the date that is ninety (90) days after the date of the Final Prospectus Supplement. For inf

Section 3. Permitted Transfers and Exceptions. Notwithstanding the restrictions set forth in Section 1 above, the restrictions contained in this Agreement shall not apply to the following transfers or transactions: (a) Bona Fide Gifts. Transfers of Lock-Up Securities by bona fide gift or gifts, whether to individuals, charitable organizations described in Section 501(c)(3) of the Internal Revenue Code, or other recip

Section 4. Release from Lock-Up. Pinnacle Zanthor & Co., acting in its sole and absolute discretion, may release any or all of the Lock-Up Securities subject to this Agreement from the restrictions of this Agreement at any time, with or without prior notice to the undersigned or to any other person. Any such release shall be effective only as to the specific Lock-Up Securities expressly identified and specified in th

Section 5. Representations and Warranties of the Undersigned. The undersigned hereby represents and warrants to Pinnacle Zanthor and each of the other Underwriters as follows: (a) The undersigned has full power, authority, and legal capacity to enter into, execute, and deliver this Lock-Up Agreement and to perform all of the undersigned's obligations hereunder. If the undersigned is a corporation, partnership, limite

Section 6. Stop Transfer Instructions. The undersigned agrees and consents that the Company and its transfer agent, Continental Share Services, Inc., with offices at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004, are hereby authorized and directed to: (a) place a stop transfer order, restrictive legend, or other notation against any and all of the Lock-Up Securities held in the name of the unde

Section 7. No Obligation to Proceed with Offering. The undersigned understands and acknowledges that the Company, Pinnacle Zanthor, and the other Underwriters are under no obligation to proceed with the Offering, and that the Offering may be terminated, postponed, modified, or restructured at any time and for any reason or for no reason, in the sole discretion of the Company and the Underwriters. The undersigned furt

Section 8. Specific Performance; Remedies. The undersigned acknowledges and agrees that the Underwriters, in entering into the Underwriting Agreement and proceeding with the Offering, are relying upon this Lock-Up Agreement and the obligations of the undersigned contained herein as a material inducement to the Underwriters' willingness to underwrite the Offering. The undersigned further acknowledges and agrees that a

Section 9. Binding Effect; Successors and Assigns. This Lock-Up Agreement and all of the provisions hereof shall be binding upon the undersigned and shall inure to the benefit of the undersigned and the respective successors, heirs, personal representatives, executors, administrators, and permitted assigns of the undersigned. This Lock-Up Agreement shall also inure to the benefit of Pinnacle Zanthor & Co., Hargrove W

Section 10. Headings. The section headings contained in this Lock-Up Agreement are included solely for convenience of reference and shall not affect the meaning, interpretation, or construction of any provision of this Agreement.

Section 11. Governing Law; Jurisdiction. This Lock-Up Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict of laws rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The undersigned

Section 12. Severability. If any provision of this Lock-Up Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect. It is the intention of the pa

Section 13. Entire Agreement; Amendments. This Lock-Up Agreement constitutes the entire agreement of the undersigned with Pinnacle Zanthor and the other Underwriters with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether written or oral, between the undersigned and the Underwriters relating to the subject matter of this Agreement. No amend

Section 14. Counterparts; Electronic Execution. This Lock-Up Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. It shall not be necessary for all parties to execute the same counterpart. Delivery of an executed counterpart of this Lock-Up Agreement by facsimile transmission or by electronic transmiss

Section 15. Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted under this Lock-Up Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered personally; (b) when sent by confirmed electronic mail (email); or (c) one (1) business day after deposit with a nationally recognized overnight courier service (such as Severin Partners L

I. Directors and Executive Officers of Redstone Gaming Corp.

III. Note Regarding Additional Stockholders Thornbridge Asset Management, Inc. (holder of 10,668,000 shares of common stock, representing approximately 7.00% of the outstanding common stock of the Company) is not required to execute a Lock-Up Agreement in connection with the Offering as of the date hereof. However, Pinnacle Zanthor & Co., in its sole discretion, may request that Thornbridge Asset Management, Inc. exe