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Contract analysis / conflict-check-memo.docx
conflict-check-memo.docx
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1. Purpose and Summary of Clearance
1. Purpose and Summary of Clearance This memorandum documents the results of the conflicts of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("the Firm" or "Calderwood & Harkness") to represent Redstone Gaming Corp. ("RGC" or the "Client"), a Delaware corporation headquartered in Las Vegas, Nevada (Nasdaq: RGC), in defending against a board-seat campaign initiated by
2. Proposed Engagement
Medium
⚑ Liability cap to check against exposure
2. Proposed Engagement 2.1 Client Information Client: Redstone Gaming Corp., a Delaware corporation 2.2 Nature of Engagement The Firm is being engaged to represent RGC in the defense of an activist board-seat campaign by Pinnacle Harbor Capital Partners, LP. The scope of the proposed engagement includes, but is not limited to, the following: (a) Review and analysis of RGC's governing documents, including its Amended
3. Parties and Individuals Searched
3. Parties and Individuals Searched The following sections identify all parties and individuals included in the conflicts search. The search was designed to capture all reasonably foreseeable parties to, or participants in, the proposed engagement, including the Client and its directors, officers, and advisors; the opposing party and its principals, advisors, and nominees; and significant third parties whose involvem
4. Search Methodology
4. Search Methodology The conflicts search was conducted in accordance with Calderwood & Harkness's standard conflicts clearance procedures, as set forth in the Firm's Conflicts of Interest Policy (revised January 2022) and the Firm's New Business Intake Manual (revised March 2022). The following methodology was employed: 4.1 Databases Searched. The primary search was conducted using Calderwood & Harkness's proprieta
5. Results of Conflicts Search
5. Results of Conflicts Search The results of the conflicts search are set forth below, organized by party and category. For each searched party or individual, the results indicate whether any current or prior relationship was identified and whether any such relationship gives rise to a conflict of interest, the appearance of a conflict, or any other ethical impediment. 5.1 Client — Redstone Gaming Corp. Calderwood &
6. Financial Interest Disclosures
6. Financial Interest Disclosures In accordance with the Firm's Personal Investment Disclosure Policy and the requirements of Rule 1.7 of the New York Rules of Professional Conduct, the Conflicts & New Business Department has confirmed that no partner, associate, or staff member assigned to Matter No. 1033-00003 holds any direct or indirect financial interest in: (a) RGC common stock or any RGC-related security, incl
7. Conclusion and Clearance
7. Conclusion and Clearance Based on the foregoing search results, analysis, and review, Calderwood & Harkness LLP is cleared to represent Redstone Gaming Corp. in connection with the defense against the activist board-seat campaign by Pinnacle Harbor Capital Partners, LP, and all related matters within the scope of the proposed engagement as described in Section 2 of this memorandum. The comprehensive conflicts sear
8. Record of Approval
8. Record of Approval The following approvals and administrative actions are recorded in connection with the clearance of this matter: Conflicts & New Business Department Clearance: CONFLICTS & NEW BUSINESS DEPARTMENT Calderwood & Harkness LLP By: ________ Name: Katherine Elsworth Title: Managing Director, Conflicts & New Business Date: ________ Engagement Partner Confirmation: Reviewed and Confirmed: By: ________ Na
9. Distribution
Medium
⚑ Liability cap to check against exposure
9. Distribution This memorandum is prepared for internal use only and is subject to attorney work-product protection and attorney-client privilege. The contents of this memorandum reflect the Firm's internal legal analysis and professional judgment regarding conflicts of interest in connection with a proposed engagement and are not intended for disclosure to any person or entity outside the Firm. Distribution of this