Contract analysis

Section 1(a): Organization and Good Standing The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, with Delaware Charter File No. 7291845. The Company has the corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package, and the Prospectus.

Section 1(b): Subsidiaries The Company has one subsidiary: RedBet Digital LLC, a Nevada limited liability company ("RedBet Digital"), which is a wholly-owned subsidiary of the Company. RedBet Digital is duly organized, validly existing, and in good standing under the laws of the State of Nevada and has full limited liability company power and authority to own, lease, and operate its properties and to conduct its busi

Section 1(c): Capitalization The authorized capital stock of the Company consists of (i) 300,000,000 shares of common stock, par value $0.001 per share ("Common Stock"), and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share ("Preferred Stock"), none of which shares of Preferred Stock are issued or outstanding as of the date hereof. As of the date of this Agreement, (A) 152,400,000 shares of Common

Section 1(d): Authorization and Validity of the Shares The Shares to be issued and sold by the Company hereunder have been duly authorized by all necessary corporate action on the part of the Company, including resolutions of the Board of Directors of the Company adopted at a duly convened meeting held on September 30, 2025, at which a quorum was present and acting throughout. In connection with such resolutions, the

Section 1(e): Authorization of this Agreement This Agreement has been duly authorized, executed, and delivered by the Company and constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws affecting cr

Section 1(f): Registration Statement and Prospectus The Registration Statement has been declared effective by the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or are pending or, to the Company's knowledge, threatened by the Commission. The Registration Statement and the Prospectus

Section 1(g): Disclosure Package As of the Applicable Time, the Disclosure Package did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package made in reliance upon and in

Section 1(h): Incorporated Documents All documents incorporated by reference in the Registration Statement, the Disclosure Package, and the Prospectus, at the time they were filed with the Commission (or, if any such document was amended or superseded by a filing prior to the date of this Agreement, at the time of such amending or superseding filing), complied in all material respects with the requirements of the Sec

Section 1(i): Financial Statements The consolidated financial statements of the Company (together with the related notes and schedules thereto) incorporated by reference in the Registration Statement, the Disclosure Package, and the Prospectus present fairly, in all material respects, the financial position of the Company and its consolidated subsidiary as of the dates indicated and the results of operations, changes

Section 1(j): No Material Adverse Change Since December 31, 2024, the date of the most recent audited financial statements of the Company incorporated by reference in the Registration Statement, the Disclosure Package, and the Prospectus, there has been no Material Adverse Effect (whether or not arising in the ordinary course of business), except as set forth in or contemplated by the Disclosure Package. Since Decemb

Section 1(k): Absence of Litigation Except as described in the Disclosure Package, there is no action, suit, proceeding, inquiry, arbitration, investigation, litigation, or governmental proceeding pending or, to the Company's knowledge, threatened against or affecting the Company or any of its subsidiaries, or to which any of the Company's or any subsidiary's properties is subject, before or by any court, arbitrator,

Section 1(l): Compliance with Laws The Company and each of its subsidiaries are in compliance in all material respects with all applicable federal, state, local, and foreign laws, statutes, rules, regulations, ordinances, codes, and orders applicable to the conduct of their respective businesses and the ownership and operation of their respective properties, except where such non-compliance would not, individually or

Section 1(m): Gaming Regulatory Compliance The Company and its subsidiaries hold all gaming licenses, permits, findings of suitability, registrations, approvals, authorizations, and other governmental approvals (collectively, "Gaming Approvals") necessary for the conduct of their respective businesses as currently conducted and as described in the Disclosure Package, including without limitation: (i) Nevada Gaming Co

Section 1(n): No Conflicts The execution, delivery, and performance of this Agreement by the Company, the issuance and sale of the Shares, and the consummation of the transactions contemplated herein do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, the Certificate of Incorporation or the Bylaws of the Company, (ii) conflict w

Section 1(o): No Consents Required No consent, approval, authorization, order, license, registration, qualification, or filing with or of any court, regulatory body, administrative agency, governmental body, or self-regulatory organization is required for the valid authorization, issuance, sale, and delivery of the Shares and the execution, delivery, and performance of this Agreement by the Company, except (i) such a

Section 1(p): Transfer Agent and Registrar Continental Share Services, Inc. has been duly appointed as the transfer agent and registrar for the Common Stock. The principal office of Continental Share Services, Inc. is located at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004. The Company is not aware of any default or delinquency in performance by Continental Share Services, Inc. under its trans

Section 1(q): NYSE Listing The outstanding shares of Common Stock are registered under Section 12(b) of the Exchange Act and are listed and admitted to trading on the NYSE. The Shares (including the Option Shares) have been approved for listing on the NYSE, subject only to official notice of issuance. The Company has not received any notification from the NYSE that the Company is not in compliance with the listing or

Section 1(r): Tax Matters The Company and each of its subsidiaries have filed (or have obtained extensions of time for filing) all material federal, state, local, and foreign tax returns required to be filed by them, and all such tax returns are true, correct, and complete in all material respects. The Company and each of its subsidiaries have paid all material taxes shown to be due on such tax returns or otherwise r

Section 1(s): Insurance The Company and its subsidiaries maintain insurance, with financially sound and reputable insurers, in such amounts and covering such risks as the Company reasonably believes to be adequate for the conduct of the business of the Company and its subsidiaries and consistent with insurance coverage maintained by companies engaged in similar businesses of comparable size in the same industry. With

Section 1(t): Intellectual Property The Company and its subsidiaries own, or have valid and enforceable rights to use, all patents, patent applications, trademarks, trademark registrations and applications, service marks, service mark registrations and applications, trade names, copyrights, copyright registrations and applications, licenses, trade secrets, domain names, know-how, proprietary information, and other in

Section 1(u): Internal Controls and Disclosure Controls The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and complies in all material respects with t

Section 1(v): Sarbanes-Oxley Compliance The Company is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder by the Commission (the "Sarbanes-Oxley Act"), that are in effect as of the date hereof and as of the Closing Date, including, without limitation, Sections 302 and 906 thereof regarding certificat

Section 1(w): No Stabilization or Manipulation The Company has not taken, directly or indirectly, any action that is designed to, or that could reasonably be expected to, cause or result in stabilization or manipulation of the price of any security of the Company in connection with the offering of the Shares, and the Company will not take any such action. The Company has not distributed and will not distribute, prior

Section 1(x): Investment Company Act The Company is not, and after giving effect to the offering and sale of the Shares and the application of the net proceeds therefrom as described in the Disclosure Package and the Prospectus under the caption "Use of Proceeds," will not be, required to register as an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and the rules and regula

Section 1(y): ERISA The Company and each of its subsidiaries and each of their respective "ERISA Affiliates" (within the meaning of Section 414(b), (c), (m), or (o) of the Internal Revenue Code of 1986, as amended (the "Code")) are in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code, and the regulations and publis

Section 1(z): Anti-Corruption and Sanctions Neither the Company nor any of its subsidiaries, nor, to the Company's knowledge, any director, officer, agent, employee, or other person acting on behalf of the Company or any of its subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (ii) made any direct or indirect un

Section 2(a): Agreement to Purchase Firm Shares Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell to each of the several Underwriters, and each of the several Underwriters agrees, severally and not jointly, to purchase from the Company, the respective number of Firm Shares set forth opposite such Underwriter's name in Sch

Section 2(b): Over-Allotment Option The Company hereby grants to the several Underwriters the Over-Allotment Option to purchase, severally and not jointly, up to 983,606 Option Shares, at the Purchase Price per share, for the sole purpose of covering over-allotments, if any, made in connection with the offering and sale of the Firm Shares. The Over-Allotment Option may be exercised, in whole or in part, at any time a

Section 2(c): Payment and Delivery The closing of the purchase and sale of the Firm Shares (the "Closing") shall take place at 10:00 a.m. (Eastern Time) on October 31, 2025 (the "Closing Date"), or at such other time and date as the Representative and the Company may agree upon in writing, at the offices of Whitmore & Pratt LLP, 51 West 52nd Street, New York, New York 10019, or remotely via the exchange of documents

Section 4(a): Prospectus Delivery and Filing The Company shall file the Prospectus (including the Final Prospectus Supplement) pursuant to Rule 424(b)(5) under the Securities Act within the time period required by Rule 424(b) and Rule 430B under the Securities Act (and in any event not later than the second business day following the date of this Agreement, or such earlier date as may be required by the Rules and Reg

Section 4(b): Amendments and Supplements The Company shall promptly notify the Representative (and confirm such notice in writing) of (i) the filing of any amendment or supplement to the Registration Statement or the Prospectus (other than any filing of a document incorporated by reference in the Registration Statement), (ii) any request by the Commission for any amendment to the Registration Statement or any supplem

Section 4(c): Blue Sky Compliance The Company shall cooperate with the Underwriters and counsel for the Underwriters to qualify or register the Shares for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Representative may designate and shall continue such qualifications in effect so long as reasonably required for the distribution of the Shares; provided, however, that the Company

Section 4(d): Earnings Statement The Company shall make generally available to its security holders an earnings statement covering at least twelve (12) months beginning after the effective date of the Registration Statement (or the most recent post-effective amendment thereto to become effective prior to or on the date of this Agreement) that satisfies the provisions of Section 11(a) of the Securities Act and Rule 15

Section 4(e): Use of Proceeds The Company shall apply the net proceeds from the sale of the Shares as described in the Disclosure Package and the Prospectus under the caption "Use of Proceeds." Specifically, the Company intends to use the net proceeds of the offering as follows: (i) Approximately $115,000,000 for Louisiana and Indiana gaming market expansion, allocated as follows: (A) Approximately $70,000,000 for th

Section 4(f): No Stabilization The Company will not take, directly or indirectly, any action that would cause or result in, or that could reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company in contravention of Regulation M under the Exchange Act.

Section 4(g): Listing The Company shall use its reasonable best efforts to cause the Shares (including the Option Shares, if any) to be approved for listing on the NYSE, subject only to official notice of issuance, on or prior to the Closing Date, and shall maintain such listing for so long as any Shares are outstanding.

Section 4(h): Reports For so long as a prospectus relating to the Shares is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Company shall file on a timely basis all reports, documents, and other information required to be filed by it under the Exchange Act and the rules and regulations of the Comm

Section 4(i): Lock-Up Agreement Compliance The Company shall enforce the lock-up agreements described in Section 6(f) hereof and shall not release or waive any restriction on transfer set forth in any such lock-up agreement without the prior written consent of the Representative. The Company shall provide the Representative with at least three (3) business days' prior notice of any proposed release or waiver of such

Section 4(j): MNPI Covenant The Company will not, without the prior written consent of the Representative, disclose to any Underwriter any material nonpublic information ("MNPI") concerning the Company or its subsidiaries unless such Underwriter has agreed in writing to receive such information and to maintain appropriate information barriers and procedures in accordance with applicable law and the internal policies

Section 5(a): Regulation M Compliance Each Underwriter, severally and not jointly, represents, warrants, and covenants that it has complied and will comply with all applicable provisions of Regulation M under the Exchange Act in connection with the offering and sale of the Shares, including, without limitation, the applicable provisions of Rules 101, 102, 103, 104, and 105 of Regulation M, in connection with any stab

Section 5(b): Offering Restrictions Each Underwriter, severally and not jointly, represents, warrants, and covenants that it has complied and will comply with all applicable selling restrictions and other requirements of each jurisdiction in which the Shares are offered or sold by such Underwriter, including, without limitation, any applicable requirements of the Financial Industry Regulatory Authority ("FINRA") and

Section 5(c): Free Writing Prospectuses No Underwriter shall use or distribute any Free Writing Prospectus (as defined in Rule 405 under the Securities Act) that is not an Issuer Free Writing Prospectus without the prior written consent of the Company, unless such Free Writing Prospectus is in compliance with Rule 433 under the Securities Act and a copy thereof has been furnished to the Company and approved in writin

Section 6(a): Effectiveness and No Stop Orders The Registration Statement shall remain effective under the Securities Act as of the Closing Date (or the applicable Option Closing Date, as the case may be). No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto shall have been issued, and no proceedings for such purpose shall have been instituted or threatened

Section 6(b): Opinions of Counsel

Section 6(b)(i): Opinion of Issuer's Counsel (Calderwood & Harkness LLP). The Representative shall have received, on and as of the Closing Date, the favorable legal opinion of Calderwood & Harkness LLP, counsel to the Company, dated as of the Closing Date and addressed to the Underwriters, in form and substance satisfactory to the Representative and counsel for the Underwriters. Such opinion shall be rendered as Exhi

Section 6(b)(ii): Negative Assurance Letter (10b-5 Letter) from Calderwood & Harkness LLP. The Representative shall have received, on and as of the Closing Date, a negative assurance letter (commonly referred to as a "10b-5 letter") from Calderwood & Harkness LLP, counsel to the Company, dated as of the Closing Date and addressed to the Underwriters, stating that, based on such firm's participation in the preparation