Contract analysis

I. PURPOSE This memorandum is prepared for the permanent file of Calderwood & Harkness LLP to provide a comprehensive record of the firm's representation of Redstone Gaming Corp. ("RGC" or the "Client") in the above-captioned trade-libel action, styled Redstone Gaming Corp. v. Grizzly Peak Research LLC, et al., Superior Court of California, County of Los Angeles, Case No. 24STCV-01892. The representation extended fro

II. ENGAGEMENT SUMMARY A. Client and Contact Information The firm represented Redstone Gaming Corp. ("RGC"), a Nevada corporation publicly traded on the Nasdaq Global Select Market under the ticker symbol "RDGM." RGC's corporate headquarters are located at 8800 Crimson Ridge Parkway, Suite 1200, Las Vegas, Nevada 89113. The company's Employer Identification Number is 88-0412793. RGC's registered agent in the State of

III. PARTIES AND ADVERSE PARTIES A. Plaintiff. Redstone Gaming Corp. ("RGC"), a Nevada corporation, as described more fully in Section II.A above. RGC was the sole plaintiff in this action. B. Defendants. The following parties were named as defendants in the First Amended Complaint:

1. Grizzly Peak Research LLC ("GPR") — A Delaware limited liability company with its principal office located at 44 Maiden Lane, 7th Floor, San Francisco, California 94108. GPR's registered agent in the State of Delaware is Pacific Corporate Services LLC, 1209 Orange Street, Wilmington, Delaware 19801. GPR's Employer Identification Number is 85-3291064. GPR is a self-described "independent research firm" that publish

2. Grizzly Peak Capital Partners LP ("GPCP") — A Delaware limited partnership sharing the same principal office as GPR at 44 Maiden Lane, 7th Floor, San Francisco, California 94108. The general partner of GPCP is Grizzly Peak Capital GP LLC, a Delaware limited liability company, the sole managing member of which is Tobias Fenchurch. GPCP's Employer Identification Number is 85-3291078. GPCP is an investment fund with

3. Tobias "Toby" Fenchurch, individually — Mr. Fenchurch is the Managing Member of GPR and the sole managing member of Grizzly Peak Capital GP LLC, which serves as the general partner of GPCP. Mr. Fenchurch co-authored all three defamatory reports and exercised editorial and operational control over GPR's publications. He was added as a defendant in his individual capacity in the First Amended Complaint filed on Marc

IV. FACTUAL BACKGROUND A. The Defamatory Publications The claims asserted in this action arose from three research reports published by GPR on its website, grizzlypeakresearch.com, and disseminated via GPR's social media account, @GrizzlyPeakRes, which at the time of publication had approximately 142,000 followers across platforms. The reports were published in rapid succession over a three-week period in February 20

V. LITIGATION HISTORY — CHRONOLOGICAL SUMMARY A. Case Filing and Initial Pleadings On February 5, 2024, the firm filed the original Complaint on behalf of RGC in the Superior Court of California, County of Los Angeles, where it was assigned Case No. 24STCV-01892 and assigned to the Honorable Patricia Yamamoto for all purposes. The original Complaint named Grizzly Peak Research LLC as the sole defendant. The Complaint

VI. SETTLEMENT TERMS The following is a summary of the material terms of the Settlement Agreement and Mutual Release executed on January 6, 2025 (the "Settlement Agreement"). This summary is intended for internal reference only and does not supersede or modify the terms of the Settlement Agreement itself, which is maintained in the matter file. A. Monetary Payment The Settlement Agreement provides for a total monetar

VII. THIRD-PARTY INVOLVEMENT SUMMARY The following table summarizes the material third-party involvements during the engagement:

VIII. FEE AND COST SUMMARY A. Hours and Fees by Timekeeper The following table sets forth the approximate hours worked and fees billed at discounted rates for each timekeeper on the engagement: All figures are approximate and subject to final reconciliation through the firm's billing department. B. Fee Totals • Total billed at discounted rates (85% of standard): approximately $2,800,623 • Success premium (15% of aggr

IX. INSURANCE MATTERS Two insurance carriers were involved in or relevant to this matter: Ironclad Surety & Insurance Co. (200 Park Avenue South, 14th Floor, New York, New York 10003): Ironclad provides directors-and-officers and media-liability coverage to GPR under a claims-made policy, Policy No. ML-2023-07714. Following the settlement, Ironclad agreed to contribute $10,250,000 toward the aggregate settlement paym

X. TAX CONSIDERATIONS Hannah Brinkley prepared an internal memorandum dated December 20, 2024, analyzing the federal income tax treatment of the $14,750,000 settlement proceeds to be received by RGC. The memorandum addressed the following key issues: Characterization of Settlement Proceeds: Under general principles of federal income taxation, the characterization of settlement proceeds is determined by the "origin of

XI. OPEN ITEMS AND POST-CLOSING OBLIGATIONS A. Immediate Action Items The following action items remain to be completed following execution of the Settlement Agreement:

1. Monitor Posting of Corrective Publication. The Corrective Publication is to be posted on grizzlypeakresearch.com within five (5) business days of the Effective Date. The target posting date is January 13, 2025. The engagement team should verify that the Corrective Publication appears on the website on or before that date and that the content conforms to the approved text set forth in Exhibit A to the Settlement Ag

2. Monitor Posting of Social Media Corrective. The Social Media Corrective is to be posted on the @GrizzlyPeakRes account within the same five-business-day deadline (target: January 13, 2025). The team should verify posting and confirm that the statement includes the required hyperlink to the full Corrective Publication.

3. Confirm Receipt of Settlement Funds in Escrow. The aggregate settlement payment of $14,750,000 is to be deposited in escrow at Great Basin Trust Company, N.A. within thirty (30) calendar days of the Effective Date — i.e., by no later than February 5, 2025. The engagement team should confirm receipt of both wire transfers (the $10,250,000 from Ironclad and the $4,500,000 from GPR/GPCP) and coordinate with the escro

4. File Stipulated Dismissal. The Stipulation and [Proposed] Order for Dismissal with Prejudice is to be filed with the Los Angeles County Superior Court within ten (10) business days of the Effective Date (target: February 19, 2025). Carlos Espinoza should coordinate the filing with CTB and ensure that the stipulation includes the requisite language preserving the Court's jurisdiction under California Code of Civil

5. File Stipulated Permanent Injunction. The Stipulation and [Proposed] Order for Entry of Permanent Injunction is to be filed with Judge Yamamoto concurrently with the stipulated dismissal. The proposed order should be submitted in conformance with the Court's local rules and lodged for signature by the Court. B. Ongoing Monitoring The following settlement obligations extend beyond the immediate post-closing period

XII. KEY DOCUMENTS IN THE MATTER FILE The following is a comprehensive index of the principal documents generated or filed during the engagement. All documents are maintained in the firm's matter file under Matter No. 1033-00004 and are available for review in both electronic and, where applicable, hard-copy format:

1. Engagement Letter (February 5, 2024)

2. Litigation Hold Memorandum (February 5, 2024)

3. Preliminary Case Assessment Memorandum (February 8, 2024)

4. Defamation / Trade Libel Legal Analysis Memorandum (February 12, 2024)

5. Original Complaint (filed February 5, 2024)

6. First Amended Complaint (filed March 18, 2024)

7. Internal Memorandum re Anti-SLAPP Strategy (April 15, 2024)

8. Opposition to Anti-SLAPP Motion (filed May 10, 2024)

9. Discovery Plan Memorandum (June 10, 2024)

10. Expert Retention Letter — Dr. Elena Vostrikova / Meridian Forensic Economics LLC (July 1, 2024)

11. Deposition Summary — Tobias Fenchurch (August 22, 2024)

12. Deposition Summary — Ava Lin (September 2, 2024)

13. Expert Reports (exchanged September 9, 2024)

14. Opposition to Motion for Summary Judgment (filed November 5, 2024)

15. Pre-Mediation Strategy Memorandum (November 20, 2024)

16. Settlement Authority Memorandum (November 25, 2024)

17. Mediation Brief — Confidential (November 27, 2024)

18. Post-Mediation Report / Term Sheet Summary (December 5, 2024)

19. Letter to CTB re Settlement Papering Timeline (December 9, 2024)

20. Letter to Court re Notice of Settlement (December 10, 2024)

21. Letter to Ironclad Surety & Insurance Co. re Settlement Funding Confirmation (December 12, 2024)

22. Settlement Agreement Redline and Comment Letter to CTB (December 18, 2024)

23. Internal Memorandum re Tax Treatment of Settlement Proceeds (December 20, 2024)

24. Wire Transfer Instructions Letter to Great Basin Trust Company, N.A. (January 3, 2025)

25. Settlement Agreement and Mutual Release — Execution Version (January 6, 2025), including: • Exhibit A: Corrective Publication • Exhibit B: Social Media Corrective Statement • Exhibit C: Stipulation and [Proposed] Order for Dismissal with Prejudice • Exhibit D: Stipulation and [Proposed] Order for Entry of Permanent Injunction

26. Escrow Agreement (January 6, 2025)

27. Final Billing Memorandum / Fee Summary (January 2025)

28. Success Premium Calculation Memorandum (January 2025)

29. Client Letter re Case Closure and Document Retention (January 2025)

30. This Matter Closing Memorandum (January 2025)

XIII. DOCUMENT-RETENTION OBLIGATIONS The firm's standard document-retention policy, as set forth in the Calderwood & Harkness LLP Records Management Policy (revised August 2023), applies to all documents and materials in the matter file. Under the firm's policy, litigation files are subject to a minimum retention period of ten (10) years from the date of file closing. In this matter, however, certain settlement oblig

XIV. OUTCOME ASSESSMENT The engagement resulted in a favorable outcome for the Client, achieving the three principal objectives identified at the outset of the representation: monetary recovery, corrective statements retracting the defamatory allegations, and permanent injunctive relief. Monetary Recovery. The $14,750,000 monetary settlement represents approximately 112% of GPR's estimated gross profit on the short s