Contract analysis

1. SCOPE OF ENGAGEMENT 1.1 Description of the Matter Calderwood & Harkness has been retained to represent Redstone Gaming Corp. in connection with the defense against a board-seat campaign and related activist activities initiated by Pinnacle Harbor Capital Partners, LP, a Delaware limited partnership ("Pinnacle Harbor" or "PHCP"), together with its general partner, Pinnacle Harbor Capital Management, LLC, a Delaware

2. STAFFING 2.1 Responsible Partner Douglas Fairchild, Partner, will serve as the Responsible Partner for this engagement. Mr. Fairchild is based in the Firm's Las Vegas office and is a member of the Real Estate practice group, with extensive experience advising gaming and hospitality companies on corporate governance and shareholder activism matters. Mr. Fairchild will be responsible for overall supervision of the e

3. FEES AND BILLING ARRANGEMENTS 3.1 Fee Structure Fees for legal services rendered in connection with this engagement will be charged on an hourly basis at the Firm's then-current standard rates for attorneys and other timekeepers assigned to the matter. The Firm's current standard hourly rates applicable to this engagement are as follows: Rates for paralegals and legal assistants are available upon request and are

4. CLIENT IDENTIFICATION AND CONFLICTS 4.1 Client Identity The Client for purposes of this engagement is Redstone Gaming Corp. and Redstone Gaming Corp. only. The Firm does not, by virtue of this engagement, represent any individual director, officer, employee, or agent of RGC in his or her personal or individual capacity. Any such representation would require a separate engagement letter executed by the Firm and the

5. CONFIDENTIALITY AND PRIVILEGE All communications between Calderwood & Harkness and the Client, including its directors, officers, employees, and authorized representatives, in connection with this engagement are intended to be protected by the attorney-client privilege and/or the work product doctrine to the fullest extent permitted by applicable law. The Firm will treat all information received from the Client as

6. DOCUMENT RETENTION During the pendency of the engagement, the Firm will maintain files related to the matter, including both physical and electronic files, in accordance with the Firm's standard document retention and information security policies. The Firm employs commercially reasonable administrative, technical, and physical safeguards to protect the confidentiality and integrity of client files and information

7. TERMINATION 7.1 Termination by Client The Client may terminate this engagement at any time and for any reason by providing written notice to the Firm, directed to Douglas Fairchild at the address set forth on the first page of this letter or by electronic mail to dfairchild@calderwoodharkness.com. Termination will be effective upon the Firm's receipt of such written notice. Upon termination by the Client, the Clie

8. GOVERNING LAW AND DISPUTE RESOLUTION This engagement letter and the relationship between the Firm and the Client shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict-of-laws principles, except to the extent that such laws are preempted or superseded by the rules of professional conduct governing the Firm's practice, including the Nevada Rules of Prof

9. GENERAL PROVISIONS 9.1 Entire Agreement This engagement letter constitutes the entire agreement between Calderwood & Harkness LLP and Redstone Gaming Corp. with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, understandings, representations, and agreements, whether oral or written, relating to the engagement. No statement, representation, warranty, or ag

10. ACCEPTANCE AND EXECUTION 10.1 Acknowledgment. We respectfully request that the Client indicate its acceptance of the terms and conditions set forth in this engagement letter by executing the acknowledgment below and returning one fully executed copy of this letter, together with the retainer payment of $150,000 (One Hundred Fifty Thousand Dollars), to Douglas Fairchild at the address set forth on the first page o