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Contract analysis / letter-ironclad-settlement-funding.docx
letter-ironclad-settlement-funding.docx
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I. Introduction and Purpose of Letter
I. Introduction and Purpose of Letter This firm represents Redstone Gaming Corp. ("RGC"), a Nevada corporation publicly traded on the Nasdaq Stock Market under the ticker symbol RDGM, with its principal executive offices located at 8800 Crimson Ridge Parkway, Suite 1200, Las Vegas, Nevada 89113. We write to you in your capacity as the assigned Claims Adjuster for Ironclad Surety & Insurance Co. ("Ironclad") with resp
II. Background of the Litigation
II. Background of the Litigation On February 5, 2024, RGC initiated this action by filing a Complaint against Grizzly Peak Research LLC in the Superior Court of California, County of Los Angeles, Case No. 24STCV-01892. On March 18, 2024, RGC filed a First Amended Complaint (the "FAC"), adding Grizzly Peak Capital Partners LP ("GPCP") and Tobias Fenchurch, individually, as defendants. A copy of the FAC is enclosed for
1. Trade Libel (Cal. Civ. Code § 46(3));
1. Trade Libel (Cal. Civ. Code § 46(3));
2. Intentional Interference with Prospective Economic Advantage;
2. Intentional Interference with Prospective Economic Advantage;
3. Unfair Business Practices (Cal. Bus. & Prof. Code § 17200 et seq.); and
3. Unfair Business Practices (Cal. Bus. & Prof. Code § 17200 et seq.); and
4. Negligent Misrepresentation.
Medium
⚑ Assignment / subcontracting
4. Negligent Misrepresentation. The claims arise from a coordinated short-selling attack carried out by defendants through the publication of three purportedly "investigative" research reports disseminated in rapid succession during February 2024. Specifically, GPR published the following reports on its website (grizzlypeakresearch.com) and simultaneously promoted them through its social media channels: • February 7,
III. Settlement Terms
III. Settlement Terms Against this procedural backdrop, the parties agreed to participate in a mediation to explore the possibility of a negotiated resolution. On December 3–4, 2024, the parties and their respective counsel attended a two-day mediation session before the Honorable Gerald K. Matsuda (Ret.) at the Westside Mediation Center, located at 11601 Wilshire Boulevard, Suite 1200, Los Angeles, California 90025.
1. Corrective Publication. GPR shall publish a corrective statement of not fewer than 1,5
1. Corrective Publication. GPR shall publish a corrective statement of not fewer than 1,500 words on its website, grizzlypeakresearch.com, within five (5) business days of the Effective Date. The corrective statement shall remain posted and publicly accessible for a period of not less than twenty-four (24) months from the date of initial publication.
2. Social Media Corrective. GPR shall publish a summary corrective statement of not fewer
2. Social Media Corrective. GPR shall publish a summary corrective statement of not fewer than 280 characters on its X (formerly Fenmore Solutions) account, @GrizzlyPeakRes, within the same five-business-day period.
3. Stipulated Permanent Injunction. The parties shall stipulate to the entry of a permane
3. Stipulated Permanent Injunction. The parties shall stipulate to the entry of a permanent injunction barring defendants from (a) republishing any of the statements contained in the three reports identified above, and (b) trading, directly or indirectly, in RDGM securities for a period of five (5) years from the Effective Date.
4. Mutual Releases. The Settlement Agreement will contain mutual general releases among a
4. Mutual Releases. The Settlement Agreement will contain mutual general releases among all parties, releasing all claims, known and unknown, arising out of or related to the subject matter of the litigation, including a waiver of rights under California Civil Code § 1542.
5. Non-Disparagement. The parties shall be bound by mutual non-disparagement obligations
5. Non-Disparagement. The parties shall be bound by mutual non-disparagement obligations for a period of three (3) years from the Effective Date.
6. Confidentiality. The settlement amount ($14.75 million) and the funding allocation sha
Medium
⚑ Confidentiality undertaking
6. Confidentiality. The settlement amount ($14.75 million) and the funding allocation shall be treated as confidential by all parties. The existence of the settlement and the content of the corrective statements shall not be subject to confidentiality restrictions.
7. Stipulated Dismissal. The parties shall file a stipulated request for dismissal with p
7. Stipulated Dismissal. The parties shall file a stipulated request for dismissal with prejudice within ten (10) business days of the Effective Date, with the court retaining jurisdiction to enforce the terms of the Settlement Agreement pursuant to California Code of Civil Procedure § 664.6.
8. Fees and Costs. Each party shall bear its own attorneys' fees and costs.
Standard
⚑ Commercial term
8. Fees and Costs. Each party shall bear its own attorneys' fees and costs.
IV. Confirmation Requests to Ironclad
IV. Confirmation Requests to Ironclad In light of the foregoing settlement terms and the critical role of Ironclad's funding commitment in effectuating the resolution of this matter, we respectfully request that Ironclad provide the following written confirmations:
1. Coverage Acknowledgment. Confirmation that Policy No. ML-2023-07714 provides coverage
1. Coverage Acknowledgment. Confirmation that Policy No. ML-2023-07714 provides coverage for the claims asserted against GPR in Case No. 24STCV-01892, and that Ironclad acknowledges its obligation under the terms of the Policy to fund the $10,250,000.00 settlement contribution allocated to Ironclad as set forth in the Mediator's Term Sheet.
2. Funding Commitment and Timeline. Confirmation that Ironclad commits to funding the ful
2. Funding Commitment and Timeline. Confirmation that Ironclad commits to funding the full $10,250,000.00 within the thirty (30) calendar-day escrow deposit period established by the settlement terms—that is, no later than February 5, 2025, assuming the Settlement Agreement is executed on the target Effective Date of January 6, 2025. In the event the Effective Date is adjusted, the escrow deposit deadline would be ad
3. Wire Transfer to Escrow. Confirmation that Ironclad will wire transfer the $10,250,000
3. Wire Transfer to Escrow. Confirmation that Ironclad will wire transfer the $10,250,000.00 directly to the designated escrow account at Great Basin Trust Company, N.A., in accordance with wire instructions to be provided separately under cover of a dedicated wire-instruction letter. We respectfully request that Ironclad provide its written confirmation of each of the foregoing items no later than December 23, 2024.
V. Escrow Agent and Disbursement Coordination
V. Escrow Agent and Disbursement Coordination As noted above, all settlement funds will be held by Great Basin Trust Company, N.A., which has been selected by the parties to serve as the neutral escrow agent for this transaction. Great Basin Trust Company, N.A., is a nationally chartered trust company with offices at 3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169. An Escrow Agreement among RGC, GPR, G
VI. Enclosed Materials
VI. Enclosed Materials For your reference and for Ironclad's claims-processing purposes, we have enclosed the following materials with this letter:
1. Summary of Mediator's Term Sheet (December 4, 2024). This document summarizes all mate
Medium
⚑ Confidentiality undertaking
1. Summary of Mediator's Term Sheet (December 4, 2024). This document summarizes all material settlement terms as reflected in the binding Mediator's Term Sheet executed by the parties on December 4, 2024. Please note that the full Mediator's Term Sheet itself is confidential and subject to mediation privilege under California Evidence Code §§ 1115–1128. The enclosed summary has been prepared specifically for claims-
2. First Amended Complaint, Case No. 24STCV-01892 (filed March 18, 2024). A courtesy copy
2. First Amended Complaint, Case No. 24STCV-01892 (filed March 18, 2024). A courtesy copy of the operative pleading is enclosed for Ironclad's records, to the extent it has not previously been provided to the claims file. Should Ironclad require any additional documents or information in connection with its review and processing of the settlement funding, please do not hesitate to contact the undersigned.
VII. Confidentiality
Medium
⚑ Confidentiality undertaking
VII. Confidentiality We wish to remind Ironclad that, pursuant to the settlement terms, the settlement amount of $14.75 million and the specific funding allocation between Ironclad and the individual defendants are to be treated as confidential by all parties to the settlement. The existence of the settlement itself and the content of the corrective statements to be published by GPR are not subject to confidentiality
VIII. Contact Information and Closing
VIII. Contact Information and Closing We request that all correspondence, confirmations, and responses relating to the matters addressed in this letter be directed to the undersigned: Francesca Morano Partner Calderwood & Harkness LLP 333 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 555-7812 Facsimile: (213) 555-7801 Email: fmorano@calderwoodharkness.com Please be advised that copies
1. Summary of Mediator's Term Sheet (December 4, 2024)
1. Summary of Mediator's Term Sheet (December 4, 2024)
2. First Amended Complaint, Case No. 24STCV-01892 (filed March 18, 2024)
2. First Amended Complaint, Case No. 24STCV-01892 (filed March 18, 2024)