Contract analysis

1. Purpose and Engagement Overview This engagement letter memorializes the agreement between Calderwood & Harkness LLP and Redstone Gaming Corp. pursuant to which the Firm will provide legal services to the Company in connection with the negotiation, structuring, and drafting of an executive employment agreement for the Company's preferred Chief Financial Officer candidate, Marcus J. Ellender. As discussed between Re

2. Scope of Engagement 2.1 Description of Services The Firm will provide the following legal services to RGC in connection with this engagement: (a) Compensation Package Structuring. Advising RGC on the structuring of the compensation package for the Chief Financial Officer position, including, without limitation, base salary, annual cash bonus opportunity and related performance metrics, equity incentive awards (inc

3. Client Identification We wish to confirm that the client in this engagement is Redstone Gaming Corp. Our representation extends solely to the Company as an entity, and not to any individual officer, director, employee, stockholder, or affiliate thereof, in his or her individual capacity. This includes, without limitation, the Company's General Counsel, Chief Executive Officer, Chief Human Resources Officer, and me

4. Engagement Team The Firm has assembled the following team of attorneys to staff this engagement: Renata Vasquez — Partner, Labor & Employment Practice Group, Las Vegas office (3900 Howard Hughes Parkway, Suite 800, Las Vegas, NV 89169). Ms. Vasquez will serve as the Responsible Partner for this engagement and will have overall supervisory responsibility for all aspects of the Firm's representation of RGC. She will

5. Fees and Billing Rates 5.1 Fee Structure Services rendered in connection with this engagement will be billed at the Firm's standard hourly rates for the timekeepers assigned to the matter. The current hourly rates for the members of the engagement team are as follows: In the event that additional attorneys or paraprofessionals are assigned to this engagement, their applicable hourly rates will be communicated to t

6. Billing and Payment Terms Invoices for professional fees and expenses will be rendered monthly, on or about the fifteenth (15th) day of the month following the month in which services were rendered and expenses were incurred, or at such other intervals as may be mutually agreed upon by the parties. Each invoice will include a summary description of the services rendered during the applicable billing period, identi

7. Confidentiality and Privilege All communications between Calderwood & Harkness LLP and Redstone Gaming Corp. 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 take reasonable steps to preserve the privileged and confidential nature of such communications, and we ask that

8. Conflicts of Interest The Firm has conducted a conflict of interest check in accordance with its standard procedures and the requirements of the Nevada Rules of Professional Conduct. Based on that review, the Firm confirms that, as of the date of this letter, it is not aware of any conflict of interest that would preclude the Firm from representing Redstone Gaming Corp. in this matter. Specifically, the Firm does

9. Governing Law This engagement letter and the relationship between Calderwood & Harkness LLP and Redstone Gaming Corp. shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to principles of conflict of laws that would result in the application of the laws of any other jurisdiction. To the extent not governed by state law, this engagement letter shall also be subject t

10. Term and Termination This engagement shall commence as of the date of execution of this letter by both parties and shall continue until the earliest to occur of the following: (a) the completion of the services described in Section 2.1 above, including the execution of the Executive Employment Agreement and any related ancillary documents by the Company and Mr. Ellender; (b) the termination of the engagement by e

11. Document Retention Following the conclusion of this engagement, the Firm will retain the engagement file (including correspondence, memoranda, drafts, and other work product) in accordance with the Firm's standard document retention policies, which currently provide for the retention of closed matter files for a period of seven (7) years following the date of file closure, unless a longer retention period is requ

12. No Guarantee of Outcome While the Firm will devote its best professional efforts to the representation of Redstone Gaming Corp. in this matter, the Firm's agreement to undertake this engagement does not constitute, and should not be construed as, a guarantee or assurance of any particular outcome. The successful negotiation and execution of an executive employment agreement with Mr. Ellender will depend upon a nu

13. Acceptance and Execution We respectfully request that you, on behalf of Redstone Gaming Corp., execute the enclosed duplicate original of this engagement letter in the space provided below and return it to the Firm at your earliest convenience to confirm the Company's agreement to the terms set forth herein. An executed copy may be returned by hand delivery, overnight courier, or email (PDF) to Renata Vasquez at