Contract analysis

I. Executive Summary On March 15, 2023, Pinnacle Harbor Capital Partners, LP ("Pinnacle Harbor," "PHCP," or the "Reporting Person"), together with its general partner, Pinnacle Harbor Capital Management, LLC ("PHCM"), and Viktor S. Kessler, PHCP's Managing Partner and Chief Investment Officer (collectively, the "Reporting Persons"), filed a second amendment (the "Amended 13D" or the "Amendment") to their Schedule 13D

II. Filing History and Background To provide appropriate context for our review of the Amended 13D, we summarize below the complete filing history of the Pinnacle Harbor Schedule 13D with respect to Redstone Gaming Corp. Common Stock, together with relevant background events. A. Preliminary Schedule 13D (November 10, 2022) On November 10, 2022, the Reporting Persons filed a preliminary Schedule 13D with the SEC discl

III. Item-by-Item Review of the March 15, 2023 Amended Schedule 13D We have conducted a line-by-line review of each item of the Amended 13D against the executed Cooperation and Standstill Agreement (the execution version of which is maintained in our files under Matter No. 1033-00003), the prior Schedule 13D filings, and applicable SEC requirements. Our findings are set forth below. A. Cover Page The cover page of th

IV. Compliance Analysis — Sections 13(d) and 14(a) of the Securities Exchange Act of 1934 We have analyzed the Amended 13D for compliance with the requirements of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Our analysis addresses three principal compliance dimensions: timeliness, completeness, and group formation. A. Timeliness of Filing Under Rule 13d-2(a) promulgated unde

Section 13(d)(3) of the Exchange Act provides that, when two or more persons act as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of an issuer, such syndicate or group shall be deemed a "person" for purposes of Section 13(d). Consistent with all prior filings, the Amended 13D identifies PHCP, PHCM, and Mr. Kessler as a "group" within th

V. Comparison to Joint Press Release (March 13, 2023) As part of our review, we compared the disclosures contained in the Amended 13D to the terms described in the joint press release issued by Redstone Gaming Corp. and Pinnacle Harbor Capital Partners, LP on March 13, 2023. The press release was prepared in coordination with Harlan Ridge Communications, LLC (Philip Navarette, Partner), the Company's external communi

VI. Comparison to RGC's Form 8-K In connection with the execution of the Cooperation and Standstill Agreement, Redstone Gaming Corp. has filed (or is in the process of filing) a Current Report on Form 8-K with the SEC reporting the following events: • Item 1.01 (Entry into a Material Definitive Agreement): Disclosure of the Cooperation and Standstill Agreement as a material definitive agreement entered into by the Co

VII. Observations and Recommendations Based on our comprehensive review of the Amended 13D, we offer the following observations and recommendations for the Company's consideration. A. No Material Discrepancies The Amended Schedule 13D filed by Pinnacle Harbor Capital Partners, LP on March 15, 2023, accurately reflects the terms of the executed Cooperation and Standstill Agreement dated March 10, 2023. All material te

1. Future 13D Amendment Monitoring. Calderwood & Harkness should monitor SEC EDGAR filings on a regular basis for any future amendments to the Schedule 13D filed by the Reporting Persons. Any future amendments should be promptly flagged for review to confirm: (a) That Pinnacle Harbor remains in compliance with the 9.9% ownership cap prescribed by the Cooperation Agreement; (b) That no additional acquisitions or dispo

2. Transfer Agent Verification. The Company's transfer agent, Continental Share Services, Inc. (Jason Velmoran, Vice President), should be contacted periodically — no less frequently than quarterly — to verify the share position data reported by the Reporting Persons and to confirm that no significant changes in the Reporting Persons' beneficial ownership have occurred without corresponding disclosure.

3. SEC Staff Comment Letter Monitoring. The EDGAR filing should be monitored for any SEC Staff comment letters directed to the Reporting Persons in connection with the Amended 13D or any prior Schedule 13D filing. Although we do not anticipate any Staff comments based on our review, any comment letter and the Reporting Persons' response thereto should be reviewed by Calderwood & Harkness for potential implications fo

VIII. Conclusion Based on our comprehensive, item-by-item review, the amended Schedule 13D filed by Pinnacle Harbor Capital Partners, LP on March 15, 2023, accurately and completely discloses the Cooperation and Standstill Agreement dated March 10, 2023, and the withdrawal of all director nominations previously submitted by the Reporting Persons. The filing was made promptly following the execution of the Agreement a