Contract analysis

ARTICLE I — DEFINITIONS As used in this AAU, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Underwriting Agreement. "AAU" means this Agreement Among Underwriters, dated as of October 28, 2025, including all schedules and exhibits hereto, as the same may be amended, supplemented, or otherwise modified from time

ARTICLE II — APPOINTMENT OF LEAD MANAGER; AUTHORITY

Section 2.1 — Appointment Each of Hargrove Williams Securities LLC and Clearwater Capital Markets Inc. hereby irrevocably appoints Pinnacle Zanthor & Co. as Lead Bookrunning Manager and representative of the several Underwriters for all purposes under the Underwriting Agreement and this AAU. The Lead Manager shall act as the authorized representative of the several Underwriters, empowered to execute the Underwriting

Section 2.2 — Scope of Authority The Lead Manager is hereby authorized to take any and all actions that it deems necessary or advisable in connection with the Offering, including, without limitation, the following: (a) to negotiate, execute, and deliver the Underwriting Agreement with the Issuer on behalf of the several Underwriters, and to negotiate and agree upon such terms and conditions of the Underwriting Agreem

Section 2.3 — Hargrove Williams as Joint Bookrunning Manager Hargrove Williams Securities LLC shall serve as Joint Bookrunning Manager and shall participate in bookbuilding, investor outreach, and roadshow activities alongside the Lead Manager. In its capacity as Joint Bookrunning Manager, Hargrove Williams Securities LLC shall have the following rights and responsibilities: (a) Hargrove Williams Securities LLC shall

Section 2.4 — Clearwater as Co-Manager Clearwater Capital Markets Inc. shall serve as Co-Manager, principally providing retail distribution capabilities in connection with the Offering. In its capacity as Co-Manager, Clearwater Capital Markets Inc. shall participate in the distribution of Shares allocated to it in accordance with Section 3.1 hereof, and shall use its best efforts to distribute such Shares to retail a

ARTICLE III — UNDERWRITING COMMITMENTS AND ALLOCATION

Section 3.1 — Firm Share Allocation The Firm Shares shall be severally and not jointly purchased by the Underwriters from the Issuer at the purchase price per share equal to the public offering price less the Total Underwriting discount (i.e., $27.45 minus $1.098 = $26.352 per share). The allocation of Firm Shares among the Underwriters shall be as follows: Each Underwriter's obligation is to purchase the number of F

Section 3.2 — Option Share Allocation If the over-allotment option is exercised by the Lead Manager, in whole or in part, the Option Shares (up to a maximum of 983,606 shares) shall be allocated among the Underwriters in the same proportions as the Firm Shares, as follows: Pinnacle Zanthor & Co.: 60% of any Option Shares purchased, which equals up to 590,164 Option Shares; Hargrove Williams Securities LLC: 30% of any

Section 3.3 — Purchase Obligation Each Underwriter's obligation to purchase its allocated Shares is several and not joint. No Underwriter shall be obligated to purchase Shares allocated to any other Underwriter, and the failure of any Underwriter to purchase its allocated Shares shall not relieve any other Underwriter of its own purchase obligation. However, if any Underwriter defaults in its purchase obligation on t

Section 3.4 — Settlement Settlement of the purchase and sale of the Firm Shares shall occur on the Closing Date, October 31, 2025, via delivery-versus-payment through the facilities of The Depository Trust Company ("DTC"). Continental Share Services, Inc. (transfer agent and registrar for RGC common stock, located at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004) shall facilitate share delivery throu

ARTICLE IV — UNDERWRITING DISCOUNT AND COMPENSATION

Section 4.1 — Underwriting discount The total underwriting discount is $1.098 per share, representing 4.0% of the public offering price of $27.45 per share. The aggregate underwriting discount for the Firm Shares is $7,200,000 (6,557,377 shares × $1.098 per share, rounded). If the over-allotment option is fully exercised, the additional underwriting discount for the Option Shares would be approximately $1,080,000 (98

Section 4.2 — Allocation of Underwriting discount The underwriting discount shall be divided and allocated among the Underwriters as follows: (a) Management Fee. Twenty percent (20%) of the total underwriting discount shall be allocated as a management fee, in recognition of the services rendered by the Managing Underwriters in structuring, managing, and coordinating the Offering. The management fee shall be divided

Section 4.3 — Reallowance to Selling Group Members The Lead Manager may invite selected dealers and broker-dealers to participate in the Selling Group and may offer a reallowance to such selling group members of up to $0.659 per share (representing approximately 60% of the per-share underwriting discount of $1.098) from the selling concession available for Shares distributed through the Selling Group. The reallowance

Section 4.4 — Expense Reimbursement Syndicate expenses incurred in connection with the Offering shall be borne by the Underwriters pro rata in accordance with their respective commitment percentages (Pinnacle Zanthor & Co.: 60%; Hargrove Williams Securities LLC: 30%; Clearwater Capital Markets Inc.: 10%), unless otherwise agreed in writing by all Underwriters. Syndicate expenses include, without limitation, the follo

Section 5.1 — Formation of Selling Group The Lead Manager shall have the exclusive right to invite broker-dealers, selected dealers, and other financial intermediaries to join the Selling Group for purposes of distributing the Shares to retail and institutional investors. The Lead Manager shall determine the composition and size of the Selling Group in its sole discretion, taking into account such factors as it deems

Section 5.2 — Selected Dealer Agreement Terms The standard terms of the Selected Dealer Agreement shall include, without limitation, the following: (a) an obligation on the part of each selling group member to offer and sell the Shares to the public at the public offering price of $27.45 per share only, and not at any discount, concession, or other price during the distribution period, except as may be permitted by t

Section 5.3 — Allocation Among Selling Group The Lead Manager shall determine the allocation of Shares to selling group members in its sole discretion, based on such factors as it deems relevant, including the distribution capability, investor demand generated, and geographic coverage of each selling group member. No selling group member shall have any right to a minimum allocation of Shares, and the Lead Manager may

ARTICLE VI — OFFERING RESTRICTIONS AND COMPLIANCE

Section 6.1 — Offering Price All Shares shall be offered and sold to the public at the public offering price of $27.45 per share. No Underwriter or selling group member shall offer or sell Shares at a price other than the public offering price during the distribution period, except as may be permitted by the Lead Manager in connection with stabilization activities conducted pursuant to Article VII hereof. The distrib

Section 6.2 — Compliance with Securities Laws Each Underwriter shall comply with all applicable federal and state securities laws and regulations in connection with its participation in the Offering and the distribution of the Shares, including, without limitation: (a) the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, including Rules 134, 163, 164, 172, 40

Section 6.3 — Regulation M Compliance Each Underwriter shall comply in all respects with Regulation M under the Exchange Act, including Rules 101, 102, 103, and 104, as applicable to the distribution of the Shares. Except for stabilization activities conducted by the Lead Manager in accordance with Article VII hereof, and passive market making activities permitted under Rule 103 and Section 7.4 hereof, no Underwriter

Section 6.4 — Gaming Regulatory Compliance Each Underwriter acknowledges that the Issuer is subject to the regulatory authority of multiple gaming commissions and control boards in connection with the Issuer's ownership and operation of gaming facilities and related activities. The Issuer currently holds the following gaming licenses and registrations: (a) Nevada Gaming Commission — License No. NGC-2019-04172; (b) Ne

ARTICLE VII — STABILIZATION AND SYNDICATE COVERING TRANSACTIONS

Section 7.1 — Stabilization Authority The Lead Manager (Pinnacle Zanthor & Co.) is hereby authorized, but not obligated, to effect stabilizing transactions in the Shares on the NYSE, in accordance with Rule 104 of Regulation M under the Exchange Act. The purpose of any such stabilizing transactions shall be to peg, fix, or stabilize the price of the Shares during the distribution period, and to facilitate the orderly

Section 7.2 — Short Sales and Syndicate Covering Transactions The Lead Manager is authorized to effect short sales of the Shares in connection with the Offering, in an aggregate amount not exceeding the number of Option Shares (983,606 shares), and to engage in syndicate covering transactions (i.e., purchases of the Shares in the open market) to cover short positions created by such short sales. Such short sales may

Section 7.3 — Penalty Bids The Lead Manager is authorized, in its sole discretion, to impose penalty bids on selling group members and, to the extent applicable, on the other Underwriters, whose customers sell Shares into the market during the stabilization period (commonly referred to as "flipping"). In the event that the Lead Manager determines to impose penalty bids, the selling concession otherwise payable to the

Section 7.4 — Passive Market Making Each of the Underwriters may engage in passive market making transactions in the Shares on the NYSE in accordance with Rule 103 of Regulation M under the Exchange Act, prior to the commencement of offers or sales of the Shares, subject to the following limitations: (a) the net daily purchase amount for each passive market maker shall not exceed the greater of (i) the applicable per

Section 7.5 — Syndicate Account All stabilizing transactions, syndicate covering transactions, and penalty bids shall be effected through the Syndicate Account maintained by the Lead Manager. The Syndicate Account shall be used to record and settle all gains and losses arising from stabilization activities, including brokerage commissions, interest, and any other costs incurred in connection therewith. Gains or losse

Section 7.6 — Termination of Stabilization Stabilization activities may be conducted from and after the commencement of the Offering and shall terminate no later than thirty (30) days after the Closing Date (i.e., no later than November 30, 2025). The Lead Manager may terminate stabilization activities at any time in its sole discretion, and shall promptly notify the other Underwriters of any such termination. Upon t

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES OF EACH UNDERWRITER

Section 8.1 — Organization and Authority Each Underwriter represents and warrants to the other Underwriters that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (b) it has all requisite organizational power and authority to enter into this AAU, to perform its obligations hereunder, and to consummate the transactions contemplated hereby; (c) the exe

Section 8.2 — Registration and Licensing Each Underwriter represents and warrants that: (a) it is duly registered as a broker-dealer under Section 15(b) of the Exchange Act; (b) it is a member in good standing of FINRA; (c) it is duly licensed, registered, or qualified as a broker-dealer in all states and other jurisdictions in which it intends to offer or sell the Shares, or is exempt from such licensing, registrati

Section 8.3 — No Conflicts Each Underwriter represents and warrants that the execution, delivery, and performance of this AAU, and the consummation of the transactions contemplated hereby, do not and will not: (a) conflict with, or result in a breach or violation of, any provision of such Underwriter's organizational documents (including its certificate of incorporation, bylaws, partnership agreement, or operating ag

Section 8.4 — Compliance Each Underwriter represents, warrants, and covenants that it will comply with all applicable laws, rules, and regulations in connection with the Offering and the distribution of the Shares, including without limitation the Securities Act, the Exchange Act, Regulation M, FINRA rules and regulations, NYSE rules, and applicable state securities laws, and will not take any action in connection wi

ARTICLE IX — LOCK-UP PROVISIONS

Section 9.1 — Acknowledgment of Lock-Up Agreements Each Underwriter acknowledges that, as a condition to the Offering and a closing condition under the Underwriting Agreement, each of the ten (10) directors and executive officers of the Issuer, and Grandview Capital Partners, LP (a holder of 18,720,000 shares of common stock of the Issuer, representing approximately 12.28% of the outstanding shares of common stock of

Section 9.2 — Lock-Up Release Authority The Lead Manager (Pinnacle Zanthor & Co.) shall have the sole authority to consent to any early release from the lock-up agreements described in Section 9.1 hereof. Prior to granting any such consent, the Lead Manager shall consult with the Joint Bookrunning Manager (Hargrove Williams Securities LLC) regarding the proposed early release, and shall provide notice to the other Un

ARTICLE X — INDEMNIFICATION AND CONTRIBUTION

Section 10.1 — Indemnification by Each Underwriter Each Underwriter (the "Indemnifying Underwriter") shall indemnify and hold harmless each of the other Underwriters and their respective partners, members, directors, officers, employees, agents, and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (collectively, the "Indemnified Parties") from and against

Section 10.2 — Contribution Among Underwriters If the indemnification provided for in Section 10.1 hereof is unavailable to or insufficient to hold harmless an Indemnified Party in respect of any Losses referred to therein, then each Indemnifying Underwriter shall contribute to the amounts paid or payable by such Indemnified Party as a result of such Losses, in such proportions as are appropriate to reflect the relat

Section 10.3 — Relation to Underwriting Agreement Indemnification The indemnification and contribution provisions of this AAU are in addition to, and not in substitution for, the indemnification and contribution provisions of the Underwriting Agreement between the Issuer and the Underwriters. To the extent that any Loss suffered by an Underwriter is subject to indemnification by the Issuer under the Underwriting Agre

Section 11.1 — Syndicate Expenses Syndicate expenses shall be borne by the Underwriters pro rata based on their respective commitment percentages (Pinnacle Zanthor & Co.: 60%; Hargrove Williams Securities LLC: 30%; Clearwater Capital Markets Inc.: 10%) unless otherwise agreed in writing by all Underwriters. Syndicate expenses include, without limitation, the following: (a) legal fees and disbursements of Underwriters

Section 11.2 — Issuer Expenses For the avoidance of doubt, the Issuer is responsible for its own offering expenses incurred in connection with the Offering, as set forth in the Underwriting Agreement. Such expenses include, without limitation: (a) SEC registration fees; (b) NYSE supplemental listing fees; (c) printing costs for the Registration Statement, Prospectus, and related documents; (d) legal fees and disburse

ARTICLE XII — TERM AND TERMINATION

Section 12.1 — Effective Date This AAU shall become effective upon execution and delivery by all Underwriters. Each Underwriter acknowledges that this AAU is being executed contemporaneously with, and as a condition to, the execution of the Underwriting Agreement, and that the obligations of the Underwriters under this AAU and the Underwriting Agreement are interdependent.

Section 12.2 — Duration This AAU shall remain in full force and effect until the earliest of: (a) the date on which all Shares have been distributed to investors, all stabilization activities have been concluded and fully settled, and all obligations of the Underwriters under this AAU (including expense reimbursement and Syndicate Account settlement) have been fully satisfied; (b) ninety (90) days after the Closing D

Section 12.3 — Termination This AAU may be terminated prior to the date specified in Section 12.2 as follows: (a) by the Lead Manager, upon written notice to the other Underwriters, if the Underwriting Agreement is terminated for any reason, including but not limited to a termination resulting from the failure of any condition to closing, the occurrence of a material adverse change, or a force majeure event; or (b)