Contract analysis

1. Authorization of Settlement Discussions. The Special Committee hereby authorizes and directs Douglas Fairchild of Calderwood & Harkness LLP and Patricia "Trish" Nakamura, General Counsel and Corporate Secretary of Redstone Gaming Corp. (together, the "Authorized Representatives"), acting on behalf of the Company and the Special Committee, to initiate and engage in direct settlement discussions and negotiations wit

2. Settlement Parameters and Negotiation Guidelines. The Authorized Representatives are hereby directed to conduct all settlement discussions and negotiations within the following parameters, which have been reviewed and approved by the Special Committee (the "Settlement Parameters"): (a) Standstill Period. The Authorized Representatives shall seek to obtain an agreement by Pinnacle Harbor and the PHCP Parties to obs

3. Limitations on Authority. Notwithstanding the foregoing authorization, the authority granted to the Authorized Representatives under these resolutions is subject to the following express limitations: (a) The Authorized Representatives may discuss, negotiate, and exchange drafts of a cooperation and standstill agreement (or similar agreement) and any related or ancillary documents, but the Authorized Representative

4. Engagement of Advisors in Settlement Process. (a) Calderwood & Harkness LLP is hereby authorized and directed to prepare and circulate drafts of a cooperation and standstill agreement (or similar agreement) and any related or ancillary documents as may be necessary or desirable to effectuate a negotiated Settlement with Pinnacle Harbor, and to provide all legal advice and services reasonably required in connection

5. Coordination with Full Board. (a) The Special Committee shall keep the full Board of Directors informed of all material developments in the settlement discussions with Pinnacle Harbor, consistent with the Special Committee's mandate and the Board's oversight responsibilities, through periodic reports and updates delivered at regular and special meetings of the Board or by written communication to the Board, as cir

6. Preservation of Rights. (a) Nothing in these resolutions shall be construed as, or deemed to constitute, a waiver, limitation, or impairment of the Company's right to contest any proxy solicitation by Pinnacle Harbor at the 2023 Annual Meeting or at any other meeting of stockholders, to challenge the sufficiency or validity of Pinnacle Harbor's Nomination Notice under the advance-notice provisions of the Bylaws or

7. General Authorization. Each of Douglas Fairchild, Patricia "Trish" Nakamura, and each member of the Special Committee is hereby authorized and empowered, in the name and on behalf of the Company and the Special Committee, to take or cause to be taken such further actions, to execute and deliver or cause to be executed and delivered such further documents, instruments, certificates, and agreements, and to incur suc