Contract analysis

I. Overview and Logistics The deposition of Tobias "Toby" Fenchurch was taken on August 20, 2024, at the offices of Caldwell, Tseng & Barrow LLP, 555 California Street, Suite 3100, San Francisco, California 94104. The examination was conducted by Carlos Espinoza of Calderwood & Harkness LLP, 333 South Grand Avenue, Suite 4800, Los Angeles, California 90071, on behalf of plaintiff Redstone Gaming Corp. ("RGC" or "Reds

II. Background and Qualifications of Witness A. Personal Background Fenchurch's full legal name is Tobias Alan Fenchurch. He testified that he goes by the name "Toby" in both professional and personal contexts. He resides in San Francisco, California, and has lived in the San Francisco Bay Area continuously since approximately 2012. (Tr. at 14:3–15.) Fenchurch holds a Master of Business Administration with a concentr

III. GPR's Research Methodology A. General Process Described by Fenchurch Fenchurch described GPR's general research process in relatively broad terms. He testified that a typical GPR research project involves: (1) identification of a target company, often based on tips, publicly available red flags, or anomalies identified through screening; (2) review of SEC filings, annual and quarterly reports, proxy statements,

IV. The Short Position and Financial Motive A. Timing of the Short Position A substantial portion of the deposition was devoted to exploring the timing and magnitude of GPCP's short position in RDGM shares and its relationship to the publication of the three GPR reports. This testimony is central to establishing the financial motive element of RGC's claims. Fenchurch confirmed that Grizzly Peak Capital Partners LP es

V. Report 1: "House of Cards: Redstone Gaming's Manufactured Earnings" (Published February 7, 2024) A. Revenue-Fabrication Allegation Report 1, which runs to 48 pages (marked as Exhibit 1), alleged that RGC fabricated approximately $410 million in fiscal year 2023 revenue through fictitious intercompany transactions. This is a grave allegation — it amounts to an accusation that Redstone engaged in deliberate securiti

VI. Report 2: "Rigged Reels: How Redstone's Slot Software Cheats the Regulators" (Published February 14, 2024) A. RNG-Manipulation Allegation Report 2 (36 pages; marked as Exhibit 2) alleged that RGC manipulated its random-number-generator ("RNG") software to inflate payout statistics reported to the Nevada Gaming Control Board ("NGCB"). This is an allegation of regulatory fraud — a claim that RGC was systematically

VII. Report 3: "Double Down on Fraud: Redstone's Related-Party Shell Game" (Published February 21, 2024) A. Vermilion Holdings LLC Allegation Report 3 (29 pages; marked as Exhibit 3) alleged undisclosed related-party dealings between RGC's CEO, Marcus J. Calloway, and a purported shell entity called Vermilion Holdings LLC. The report alleged that Calloway controlled Vermilion Holdings and used it to conduct transacti

VIII. Communications with Ava Lin A. Internal Discussions About Allegations A significant portion of the afternoon session was devoted to questioning Fenchurch about his internal communications with Ava Lin, GPR's Senior Analyst and co-author of all three reports. The communications at issue were internal Meridian Solutions messages obtained through discovery, which produced approximately 87,000 documents from GPR's

IX. Post-Publication Conduct The final substantive area of examination addressed GPR's post-publication conduct. Fenchurch confirmed that GPR did not publish any correction, retraction, or update to any of the three reports after their initial publication. This is true despite the occurrence of three significant exonerating developments:

1. The Nevada Gaming Control Board completed an independent RNG audit on March 29, 2024, and cleared RGC's systems of the very manipulation that Report 2 alleged.

2. The U.S. Securities and Exchange Commission closed its informal inquiry on August 16, 2024, without taking any enforcement action against RGC.

3. Pinnacle Audit & Advisory LLP reaffirmed its unqualified audit opinions on RGC's consolidated financial statements. (Tr. at 124:1–126:4.) When asked why GPR had not published any correction or update in light of these developments, Fenchurch stated that GPR "stands by its research" and saw no need to issue corrections. He characterized the NGCB clearance, the SEC closure, and Pinnacle's reaffirmation as "not dispo

X. Exhibits Marked During Deposition The following key exhibits were referenced and/or marked during the Fenchurch deposition: Additional exhibits were marked during the deposition but are of secondary significance and are not individually catalogued in this summary. A complete exhibit list will be appended to the final certified transcript.

XI. Key Admissions — Summary for Litigation Use The following is a consolidated summary of the most significant admissions obtained during the Fenchurch deposition, organized for efficient reference in opposing the defendants' anticipated motion for summary judgment and for use at trial:

1. No contact with RGC or its auditor before publication. Fenchurch admitted that GPR did not contact RGC, any of its officers (CEO Marcus J. Calloway, CFO Priya Ramaswaran, General Counsel Derek Olafson, VP of Investor Relations Janelle Hu), or Pinnacle Audit & Advisory LLP (engagement partner Walter Ng, CPA) before publishing any of the three reports. GPR made no effort to seek comment, verify factual allegations,

2. Awareness of clean audit opinions. Fenchurch acknowledged that he knew, before GPR published Report 1, that Pinnacle Audit & Advisory LLP had issued unqualified ("clean") audit opinions on RGC's consolidated financial statements for fiscal years 2021, 2022, and 2023. Despite this knowledge, he proceeded to publish an allegation of $410 million in fabricated revenue without any evidence that Pinnacle's audits were

3. No independent expert on RNG systems. GPR had no in-house gaming technology or statistical expertise. Neither Fenchurch nor co-author Ava Lin had any qualifications in RNG systems, software engineering, or gaming regulation. GPR retained no independent expert to review the RNG-manipulation allegation in Report 2 before publication.

4. Incomplete verification of Vermilion Holdings allegation. Fenchurch admitted under oath that GPR published Report 3 before completing verification of the central related-party allegation — specifically, before confirming that CEO Marcus Calloway had any ownership interest in or control over Vermilion Holdings LLC. Fenchurch's instruction to publish was driven in part by concern about "market" timing, as evidenced

5. Financial motive linked to timing. Fenchurch's statement about wanting to publish Report 3 "before the market moved further," combined with the fact that GPCP held a 680,000-share short position in RDGM with a notional value of approximately $62.66 million, constitutes strong evidence of actual malice. The publication schedule was driven by the profitability of the short position, not by the completion of the rese

6. Internal doubts expressed by co-author. Meridian Solutions messages (Exhibit 5) show that Ava Lin expressly questioned the accuracy of the revenue-fabrication figures ("I'm not sure the revenue numbers add up the way we're presenting them. Their auditor would have caught a $410M gap.") and recommended expert review of the RNG allegations ("We should probably have someone with gaming tech expertise review the RNG s

7. No corrections issued. GPR published no corrections, retractions, or updates to any of the three reports despite three significant exonerating developments: the Nevada Gaming Control Board's clearance of RGC's RNG systems (March 29, 2024); the SEC's closure of its informal inquiry without action (August 16, 2024); and Pinnacle Audit & Advisory LLP's reaffirmation of its clean audit opinions. All three reports rema

8. No written research methodology standards. GPR operates without written research methodology guidelines, a standards manual, a compliance function, a fact-checking department, or pre-publication legal review for the accuracy of factual assertions. The sole "review" process consists of Fenchurch and Lin reading each other's drafts.

XII. Assessment and Recommendations Fenchurch's deposition testimony significantly strengthens RGC's case on the actual-malice element, which represents the highest evidentiary hurdle for a public-company trade-libel and defamation plaintiff. Under New York Times Co. v. Sullivan and its California progeny, a public-figure plaintiff must demonstrate by clear and convincing evidence that the defendant published defamat

XIII. Distribution This memorandum constitutes privileged attorney work product prepared in anticipation of litigation and is protected from disclosure under the attorney work-product doctrine, the attorney-client privilege, and applicable state and federal law. The contents of this memorandum reflect the mental impressions, conclusions, opinions, and legal theories of counsel. Distribution of this memorandum is stri