Contract analysis

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Settlement Agreement. "Business Day" means any day other than a Saturday, Sunday, or a day on which national banking associations in the State of Nevada or the State of California are authorized or required by law,

ARTICLE II — ESTABLISHMENT OF ESCROW; DEPOSITS

Section 2.1 — Establishment of Escrow Account Promptly following the execution of this Agreement, and in no event later than three (3) Business Days after the Agreement Date, the Escrow Agent shall establish a segregated, interest-bearing escrow account (the "Escrow Account") at Great Basin Trust Company, N.A. The Escrow Account shall be titled as follows: "Great Basin Trust Company, N.A. as Escrow Agent — Redstone G

Section 2.2 — Deposit of Insurance Contribution Ironclad Surety & Insurance Co. shall cause the Insurance Contribution of Ten Million Two Hundred Fifty Thousand Dollars ($10,250,000) to be deposited into the Escrow Account by federal funds wire transfer on or before the Deposit Deadline of February 5, 2025. The Insurance Contribution shall be funded by Ironclad pursuant to its obligations under D&O / media-liability

Section 2.3 — Deposit of Defendant Contribution GPR and GPCP, jointly and severally, shall cause the Defendant Contribution of Four Million Five Hundred Thousand Dollars ($4,500,000) to be deposited into the Escrow Account by federal funds wire transfer on or before the Deposit Deadline of February 5, 2025. GPR and GPCP may deposit the Defendant Contribution in a single wire transfer or in multiple wire transfers, pr

Section 2.4 — Wire Transfer Instructions for Deposits All deposits into the Escrow Account shall be made by federal funds wire transfer in accordance with the following instructions, which are also set forth in Schedule 1 attached hereto: Bank: Great Basin Trust Company, N.A. Address: 3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169 ABA Routing Number: To be provided by Escrow Agent upon establishment o

Section 2.5 — Failure to Deposit by Deposit Deadline If the full Settlement Amount of Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000) has not been received in the Escrow Account by the close of business (5:00 p.m. Pacific Time) on the Deposit Deadline, the Escrow Agent shall promptly, and in no event later than the next Business Day, notify all Parties in writing, specifying the amount received to

Section 2.6 — Confirmation of Full Funding Upon the Escrow Agent's receipt of deposits totaling Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000) in the aggregate, the Escrow Agent shall promptly, and in no event later than two (2) Business Days following receipt of the final deposit constituting the Settlement Amount, deliver written confirmation of full funding (the "Full Funding Confirmation") to

ARTICLE III — INVESTMENT OF ESCROW FUNDS

Section 3.1 — Permitted Investments The Escrow Agent shall invest and reinvest the Escrow Funds, including all interest and earnings thereon, in one or more of the following categories of investments (collectively, "Permitted Investments"): (a) Direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, in each case with a remaining mat

Section 3.2 — Interest and Earnings All interest, earnings, income, and other accretions on the Escrow Funds shall constitute part of the Escrow Funds and shall be held in the Escrow Account and disbursed together with the principal in accordance with Article IV of this Agreement, unless otherwise directed by Joint Written Instructions. For tax reporting purposes, all interest and earnings on the Escrow Funds shall b

Section 3.3 — Investment Risk The Escrow Agent shall not be liable for any loss of principal or interest arising from the investment of the Escrow Funds in Permitted Investments, or from any decline in the value of such investments, except to the extent that such loss is directly caused by the Escrow Agent's gross negligence or willful misconduct. The Parties acknowledge that the Escrow Agent does not guarantee the r

ARTICLE IV — DISBURSEMENT OF ESCROW FUNDS

Section 4.1 — Disbursement Conditions The Escrow Agent shall disburse the Escrow Funds to RGC in accordance with Section 4.2 upon the Escrow Agent's receipt of Joint Written Instructions certifying that each of the following conditions (the "Disbursement Conditions") has been satisfied or waived in writing by the Party or Parties entitled to the benefit thereof: (a) Full Funding. The full Settlement Amount of Fourtee

Section 4.2 — Disbursement to RGC Upon the Escrow Agent's determination that all Disbursement Conditions have been satisfied or waived as certified in Joint Written Instructions received by the Escrow Agent, the Escrow Agent shall disburse the entirety of the Escrow Funds (including all principal, accrued interest, and earnings) by federal funds wire transfer to RGC at the wire transfer instructions to be provided by

Section 4.3 — Partial Disbursement No partial disbursement of the Settlement Amount principal shall be made from the Escrow Account except upon Joint Written Instructions expressly authorizing such partial disbursement or pursuant to a final, non-appealable order of a court of competent jurisdiction; provided, however, that accrued interest and earnings may be disbursed separately from the principal if so directed by

Section 4.4 — Disputed Disbursement In the event that the Escrow Agent receives conflicting, inconsistent, or ambiguous instructions from the Parties, or if the Escrow Agent has reasonable grounds to believe that a dispute exists among the Parties regarding the disposition of the Escrow Funds, the Escrow Agent may, in its sole and absolute discretion, take one or more of the following actions: (a) Refrain from taking

Section 4.5 — Return of Funds In the event that the Settlement Agreement is terminated, rescinded, or voided in accordance with its terms, the Escrow Agent shall return the Escrow Funds (less any accrued and unpaid Escrow Agent fees and expenses permitted to be deducted under Section 5.2) to the respective depositors in proportion to their respective deposits, as follows: (a) The Insurance Contribution of Ten Million

ARTICLE V — ESCROW AGENT PROVISIONS

Section 5.1 — Duties and Obligations The Escrow Agent acts solely as a stakeholder and custodian of the Escrow Funds pursuant to the terms and conditions of this Agreement. The Escrow Agent shall have no duties or obligations other than those expressly set forth in this Agreement, and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be deemed a tr

Section 5.2 — Escrow Agent Fees and Expenses The Parties shall pay the Escrow Agent the following fees in consideration of the Escrow Agent's services hereunder: (a) Establishment Fee. A one-time establishment fee of Two Thousand Five Hundred Dollars ($2,500), payable upon execution of this Agreement. (b) Annual Administration Fee. An annual administration fee of Three Thousand Five Hundred Dollars ($3,500), prorated

Section 5.3 — Reliance The Escrow Agent may rely and shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney, instruction, or other document or instrument that the Escrow Agent in good faith believes to be genuine, to have been signed or presented by the proper party or parties, and to conform to the requirements of this Agreement. The Esc

Section 5.4 — Limitation of Liability The Escrow Agent shall not be liable for any act or omission taken, suffered, or permitted in connection with this Agreement, except in the case of the Escrow Agent's own gross negligence, willful misconduct, or bad faith, as determined by a final, non-appealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, the Escrow Agent shal

Section 5.5 — Indemnification of Escrow Agent RGC, GPR, and GPCP, jointly and severally, shall indemnify, defend, and hold harmless the Escrow Agent and its directors, officers, employees, agents, and affiliates (collectively, the "Escrow Agent Indemnitees") from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fee

Section 5.6 — Resignation and Removal The Escrow Agent may resign from its duties and obligations under this Agreement at any time by giving not less than thirty (30) days' prior written notice to all Parties. Such resignation shall become effective upon the appointment of a successor escrow agent and the transfer of the Escrow Funds to such successor in accordance with this Section 5.6. The Escrow Agent may be remov

Section 6.1 — Form and Delivery All notices, requests, demands, instructions, consents, waivers, and other communications required or permitted to be given under this Agreement (each, a "Notice") shall be in writing and shall be deemed to have been duly given and received: (a) When delivered personally to the recipient, upon the date of such personal delivery; (b) When sent by nationally recognized overnight courier

Section 6.2 — Notice Addresses Notices shall be sent to the Signatories at the following addresses (or to such other address as a Signatory may designate by Notice given in accordance with this Section 6.2): If to RGC: Redstone Gaming Corp. 8800 Crimson Ridge Parkway, Suite 1200 Las Vegas, Nevada 89113 Attention: Derek Olafson, General Counsel Email: dolafson@redstonegaming.com With a copy (which shall not constitute

Section 6.3 — Change of Address Any Signatory may change its address for notice purposes by giving written notice of such change to all other Signatories in accordance with Section 6.1. Such change of address shall be effective upon receipt of such notice by all other Signatories.

ARTICLE VII — REPRESENTATIONS AND WARRANTIES

Section 7.1 — Representations and Warranties of RGC RGC hereby represents and warrants to each other Signatory as of the date hereof as follows: (a) RGC is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, and is duly qualified and authorized to do business in each jurisdiction in which the nature of its business or the ownership of its assets requires such qu

Section 7.2 — Representations and Warranties of GPR GPR hereby represents and warrants to each other Signatory as of the date hereof as follows: (a) GPR is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified and authorized to do business in each jurisdiction in which the nature of its business or the ownership of its assets

Section 7.3 — Representations and Warranties of GPCP GPCP hereby represents and warrants to each other Signatory as of the date hereof as follows: (a) GPCP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified and authorized to do business in each jurisdiction in which the nature of its business or the ownership of its assets req

Section 7.4 — Representations and Warranties of Escrow Agent The Escrow Agent hereby represents and warrants to each other Signatory as of the date hereof as follows: (a) The Escrow Agent is a national banking association duly organized and validly existing under the laws of the United States, and is authorized to act as an escrow agent and to perform the services contemplated by this Agreement. (b) The Escrow Agent

ARTICLE VIII — TERM AND TERMINATION

Section 8.1 — Effective Date and Term This Agreement shall become effective on the date first written above (January 6, 2025) and shall continue in full force and effect until the earliest to occur of: (a) The disbursement of all Escrow Funds to RGC in accordance with Article IV of this Agreement; (b) The return of all Escrow Funds to the respective depositors in accordance with Section 4.5 of this Agreement; or (c)

Section 8.2 — Survival The following provisions of this Agreement shall survive the termination of this Agreement and shall remain in full force and effect thereafter: Section 5.4 (Limitation of Liability), Section 5.5 (Indemnification of Escrow Agent), Article IX (General Provisions, including without limitation the governing-law and dispute-resolution provisions set forth in Sections 9.1 and 9.2), and any other pro

ARTICLE IX — GENERAL PROVISIONS

Section 9.1 — Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of California, without regard to the conflict-of-laws principles thereof that would result in the application of the laws of another jurisdiction.

Section 9.2 — Jurisdiction and Venue Each Signatory hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Superior Court of California, County of Los Angeles, for the adjudication of any dispute, claim, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The court shall retain jurisdiction to enforce this Agre

Section 9.3 — Entire Agreement This Agreement, together with the Settlement Agreement and all exhibits, schedules, and attachments thereto and hereto, constitutes the entire agreement among the Signatories with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, understandings, discussions, and agreements, whether oral or written, among the Signatories with

Section 9.4 — Amendment This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed by all Signatories. No oral agreement, understanding, or course of dealing shall be effective to amend or modify this Agreement.

Section 9.5 — Waiver No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the Signatory against whom enforcement of such waiver is sought. No failure or delay by any Signatory in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, and no single or partial exercise of any such right, power, or privilege shall preclude any oth

Section 9.6 — Assignment No Signatory may assign, delegate, or otherwise transfer its rights, interests, or obligations under this Agreement, in whole or in part, without the prior written consent of all other Signatories, and any attempted assignment, delegation, or transfer without such consent shall be null and void and of no force or effect; provided, however, that RGC may assign its right to receive disbursement

Section 9.7 — Counterparts This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by electronic mail in portable document format (.pdf) or by electronic-signature platform (including Brig

Section 9.8 — Severability If any provision of this Agreement is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Signatories shall endeavor in good faith to replace such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable p

Section 9.9 — Headings The headings and captions of the articles, sections, and subsections of this Agreement are included for convenience of reference only and shall not be deemed to constitute a part of this Agreement or to affect the construction or interpretation of any provision hereof.

Section 9.10 — No Third-Party Beneficiaries This Agreement is entered into solely for the benefit of the Signatories and their respective successors and permitted assigns, and nothing contained herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, or claim under or by reason of this Agreement; provided, however, that Ironclad Surety &

Section 9.11 — Relationship to Settlement Agreement This Agreement is entered into in furtherance of the Settlement Agreement, and the rights and obligations of the Parties hereunder are in addition to, and not in limitation of, the rights and obligations of the Parties under the Settlement Agreement. In the event of any conflict or inconsistency between the terms and provisions of this Escrow Agreement and the terms