Contract analysis

1. Redstone Gaming Corp., a Nevada corporation ("Plaintiff" or "RGC");

2. Grizzly Peak Research LLC, a Delaware limited liability company ("GPR");

3. Grizzly Peak Capital Partners LP, a Delaware limited partnership ("GPCP"); and

4. Tobias Fenchurch, an individual ("Fenchurch"). GPR, GPCP, and Fenchurch are referred to collectively herein as the "Defendants." RGC and Defendants are referred to collectively herein as the "Parties" and individually as a "Party." RECITALS WHEREAS, this Agreement is made with reference to the following facts and circumstances: A. The Parties. RGC is a corporation duly organized and existing under the laws of the

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Section 1.1 shall have the meanings ascribed to them elsewhere in this Agreement, including in the Recitals. (a) "Action" means the civil action captioned Redstone Gaming Corp. v. Grizzly Peak Research LLC, et al., Case No. 24STCV-01892, pending in the Sup

Section 2.1 — Settlement Amount. In consideration of the mutual releases, covenants, and agreements set forth in this Agreement, Defendants shall cause the payment of the aggregate sum of Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000.00) to RGC (the "Settlement Amount"). The Settlement Amount represents the total and complete monetary consideration to be paid in connection with the settlement of

Section 2.2 — Sources of Funding. The Settlement Amount shall be funded from the following two sources: (a) Insurance Contribution. The sum of Ten Million Two Hundred Fifty Thousand Dollars ($10,250,000.00) shall be paid by Ironclad Surety & Insurance Co. pursuant to the terms of directors-and-officers / media-liability insurance Policy No. ML-2023-07714, issued by Ironclad to GPR and GPCP (the "Insurance Contributio

Section 2.3 — Deposit into Escrow. Within thirty (30) calendar days of the Effective Date (i.e., on or before February 5, 2025), all components of the Settlement Amount shall be deposited into the escrow account established at Great Basin Trust Company, N.A. pursuant to the Escrow Agreement. Specifically: (a) The Insurance Contribution of $10,250,000.00 shall be wired by Ironclad to the Escrow Agent in accordance wit

Section 2.4 — Disbursement from Escrow. Upon confirmation by the Escrow Agent that the full Settlement Amount of $14,750,000.00 has been deposited into the escrow account, and subject to the terms and conditions of the Escrow Agreement, the Escrow Agent shall disburse the Settlement Amount to RGC (or as directed by RGC in written wire transfer instructions) within five (5) business days of such confirmation. RGC shal

Section 2.5 — Late Payment. In the event that any portion of the Settlement Amount is not deposited into the escrow account within the time period prescribed in Section 2.3, interest shall accrue at the rate of on the unpaid balance from the applicable due date until the date on which such amount is actually deposited in full. In the event of a material default in payment — defined as the failure to deposit any porti

Section 2.6 — Taxes. Each Party shall be solely responsible for its own federal, state, local, and foreign tax obligations, if any, arising from the payment, receipt, or disbursement of the Settlement Amount. Defendants and Ironclad shall not be responsible for any tax obligations of RGC arising from the receipt of the Settlement Amount, and RGC shall indemnify and hold harmless Defendants and Ironclad from and again

ARTICLE 3 — CORRECTIVE STATEMENTS

Section 3.1 — Corrective Publication. Within five (5) business days of the Effective Date (i.e., on or before January 13, 2025), GPR shall publish the Corrective Publication on the website grizzlypeakresearch.com, in the exact form and content set forth in Exhibit A attached hereto. The Corrective Publication shall be not fewer than one thousand five hundred (1,500) words in length and shall be prominently and conspi

Section 3.2 — Social Media Corrective Statement. Within five (5) business days of the Effective Date (i.e., on or before January 13, 2025), GPR shall post the Social Media Corrective on the social-media account @GrizzlyPeakRes, in the exact form and content set forth in Exhibit B attached hereto. The Social Media Corrective shall be not fewer than two hundred eighty (280) characters in length and shall include a clea

Section 3.3 — Mutual Approval of Text. The exact text of the Corrective Publication and the Social Media Corrective has been . No modification, revision, or amendment to the text of the Corrective Publication or the Social Media Corrective shall be made without the prior written consent of both RGC and GPR. Any dispute regarding the content or form of the Corrective Publication or Social Media Corrective shall be res

Section 4.1 — Stipulated Permanent Injunction — Republication. Defendants consent to the entry by the Court of a permanent injunction in the form attached hereto as Exhibit D, which shall permanently enjoin and restrain each of the Defendants, and each of their respective officers, directors, members, partners, managers, employees, agents, representatives, successors, assigns, and all persons acting in concert or par

Section 4.2 — Stipulated Permanent Injunction — Securities Trading Bar. Defendants further consent to the entry by the Court of a permanent injunction in the form attached hereto as Exhibit D, which shall permanently enjoin and restrain each of the following persons and entities from trading, directly or indirectly, in for a period of five (5) years from the Effective Date (i.e., through and including January 6, 2030

Section 4.3 — Filing of Stipulated Injunction. Within of the Effective Date (i.e., on or before January 21, 2025), counsel for the Parties shall jointly submit the Stipulated Injunction in the form attached hereto as Exhibit D to the Court for review and entry by the Honorable Patricia Yamamoto. The Parties shall cooperate fully and in good faith to obtain the Court's entry of the Stipulated Injunction as promptly as

Section 4.4 — Removal of Reports. Within five (5) business days of the Effective Date (i.e., on or before January 13, 2025), GPR shall permanently remove from grizzlypeakresearch.com the full text and all associated materials (including charts, graphs, appendices, and supporting documents) of Report 1, Report 2, and Report 3. Following such removal, GPR shall make commercially reasonable efforts to remove or de-index

Section 5.1 — Release by RGC. Effective upon , RGC, on behalf of itself and each of its past, present, and future officers, directors, employees, agents, representatives, successors, assigns, affiliates, subsidiaries (including, without limitation, Redstone Digital and Crimson Studios), parent entities, and all persons and entities acting on its behalf or claiming through it (collectively, the "RGC Releasors"), hereb

Section 5.2 — Release by Defendants. Effective upon the Effective Date, each of the Defendants, on behalf of himself or itself and each of his or its respective past, present, and future officers, directors, members, partners, managers, employees, agents, representatives, heirs, executors, administrators, successors, assigns, and affiliates (collectively, the "Defendant Releasors"), hereby irrevocably and uncondition

Section 5.3 — Waiver of Unknown Claims (Cal. Civ. Code § 1542). Each Party, on behalf of itself and its respective Releasors (as applicable), expressly waives and relinquishes, to the fullest extent permitted by law, all rights and benefits afforded by Section 1542 of the California Civil Code, which provides as follows: "A general release does not extend to claims that the creditor or releasing party does not know o

Section 5.4 — Carve-Outs from Release. Notwithstanding the breadth of the releases set forth in Sections 5.1 and 5.2, nothing in this Article 5 shall operate to release, waive, or discharge any of the following: (a) Any obligations of the Parties arising under or created by this Agreement, including, without limitation, the payment obligations set forth in Article 2, the corrective-statement obligations set forth in

ARTICLE 6 — DISMISSAL OF THE ACTION

Section 6.1 — Stipulated Dismissal with Prejudice. Within of the Effective Date (i.e., on or before January 21, 2025), but in no event later than February 19, 2025, counsel for the Parties shall jointly file with the Court the Stipulation and [Proposed] Order for Dismissal with Prejudice in the form attached hereto as Exhibit C. The Stipulated Dismissal shall provide for the dismissal of the Action in its entirety, i

Section 6.2 — Retention of Jurisdiction. The Stipulated Dismissal shall expressly provide that the Court shall retain jurisdiction over the Parties and the subject matter of this Agreement for purposes of enforcing the terms and conditions of this Agreement, including the payment obligations, corrective-statement obligations, injunctive-relief provisions, and all other obligations set forth herein, pursuant to . The

Section 6.3 — Attorneys' Fees and Costs. Each Party shall bear its own attorneys' fees, costs, and expenses incurred in connection with the Action, including all costs of litigation, discovery, depositions, expert witnesses, mediation, and the negotiation, preparation, execution, and implementation of this Agreement. Nothing in this Section 6.3 shall affect the right of a prevailing Party to recover attorneys' fees a

Section 7.1 — Mutual Non-Disparagement Covenant. For a period of from the Effective Date (i.e., through and including January 6, ), no Party shall, directly or indirectly, whether by itself or through any officer, director, member, partner, manager, employee, agent, representative, or affiliate, make, publish, issue, or cause to be made, published, or issued any disparaging, defamatory, derogatory, or negative statem

Section 7.2 — Permitted Communications. Notwithstanding the restrictions set forth in Section 7.1, nothing in this Article 7 shall prohibit or restrict any of the following communications: (a) Truthful testimony or statements compelled by lawful legal process, including but not limited to subpoena, court order, deposition, or testimony at trial or in any administrative proceeding; (b) Truthful statements required by

Section 8.1 — Confidential Terms. The Parties agree that the following information shall be treated as confidential and shall not be disclosed by any Party to any third party, except as expressly provided in Section 8.2 (collectively, the "Confidential Terms"): (a) The specific dollar amount of the Settlement Amount ($14,750,000.00); (b) The allocation of the Settlement Amount between the Insurance Contribution ($10,

Section 8.2 — Exceptions to Confidentiality. The confidentiality obligations set forth in Section 8.1 shall not apply to, and shall not restrict the disclosure of, the following: (a) The existence of the settlement and the fact that the Action has been resolved and is being dismissed with prejudice, which the Parties may freely disclose; (b) The Corrective Publication and the Social Media Corrective, which are intend

Section 8.3 — Public Statements. The Parties shall coordinate in good faith regarding any public announcements, press releases, or public statements relating to the settlement of the Action, No Party shall issue any press release, post any public statement, or make any filing with any governmental authority or regulatory body that discloses any Confidential Terms without the prior written consent of the other Parties

ARTICLE 9 — REPRESENTATIONS AND WARRANTIES

Section 9.1 — Mutual Representations and Warranties. Each Party to this Agreement hereby represents and warrants to each other Party as follows: (a) Such Party has full power, authority, and legal capacity to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby, and no further approval, authorization, consent, or action by any person, entity, court, or governmental autho

Section 9.2 — Representations and Warranties by GPR and GPCP. Each of GPR and GPCP hereby represents and warrants to RGC 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 transact business in each jurisdiction where the nature of its activities requires such qualification; (b) GPCP

Section 9.3 — Representations and Warranties by Fenchurch. Tobias Fenchurch hereby represents and warrants to RGC as follows: (a) He is executing this Agreement in his individual capacity and in his capacity as Managing Member of GPR and sole managing member of Grizzly Peak Capital GP LLC (the general partner of GPCP); (b) He has the legal capacity and authority to execute this Agreement and to bind himself individua

Section 9.4 — Representations and Warranties by RGC. RGC hereby represents and warrants to Defendants as follows: (a) RGC is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, and its common stock is listed and traded on the Nasdaq Global Select Market under the ticker symbol "RDGM"; (b) and (c) RGC has not assigned, transferred, pledged, hypothecated, or other

Section 9.5 — No Admission of Liability. This Agreement and all of its terms, provisions, and conditions are the result of a compromise and settlement of disputed claims between the Parties. Nothing contained in this Agreement, nor any action taken pursuant to or in furtherance of this Agreement, shall be construed as, or deemed to be, or shall constitute an admission of liability, fault, wrongdoing, or the truth or

ARTICLE 10 — INSURANCE MATTERS

Section 10.1 — Ironclad Coverage. Defendants represent and warrant to RGC that Ironclad Surety & Insurance Co. has reviewed and approved the terms of this settlement, and that Ironclad has agreed, subject to the terms and conditions of directors-and-officers / media-liability Policy No. ML-2023-07714, to fund the Insurance Contribution in the amount of Ten Million Two Hundred Fifty Thousand Dollars ($10,250,000.00) a

Section 10.2 — Cooperation. Defendants shall cooperate fully with RGC and the Escrow Agent to facilitate the timely funding of the Insurance Contribution by Ironclad, including by promptly providing any and all documentation, authorizations, consents, releases, settlement-approval forms, or other instruments reasonably required by Ironclad to process and fund the Insurance Contribution within the time period prescrib

Section 10.3 — No Third-Party Beneficiary Rights for Insurers. in this Agreement shall be construed to create, and this Agreement does not create, any third-party beneficiary rights in favor of Ironclad Surety & Insurance Co., Atlas National Insurance Group, or any other insurer of any Party. No insurer shall have any right to enforce any provision of this Agreement or to assert any claim or defense based upon this A

Section 11.1 — Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the substantive laws of the State of California, without giving effect to any choice-of-law or conflict-of-laws rules, principles, or provisions (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Califo

Section 11.2 — Jurisdiction and Venue. The Parties irrevocably and unconditionally submit to the exclusive jurisdiction of the Superior Court of California, County of Los Angeles, for the resolution of any dispute, claim, or controversy arising out of or relating to this Agreement, including any action to enforce the terms and conditions of this Agreement. The Court shall retain jurisdiction over the Parties and the

Section 11.3 — Entire Agreement. This Agreement, together with the Exhibits attached hereto (Exhibits A, B, C, and D), the Escrow Agreement of even date herewith, the Mediator's Term Sheet dated December 4, 2024, and the other documents and instruments expressly referenced herein, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous

Section 11.4 — Amendments. This Agreement may not be modified, amended, supplemented, or altered in any respect except by a written instrument that expressly references this Agreement, states the specific provision(s) being modified, and is duly executed by all Parties hereto. No oral modification, amendment, or waiver of any provision of this Agreement shall be effective for any purpose.

Section 11.5 — Severability. If any provision of this Agreement, or the application thereof to any person, entity, or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable for any reason, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and such remaining provisions shall c

Section 11.6 — Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Signatures transmitted by portable document format (PDF), facsimile, or other electronic means (including, without limitation, Brightwater Software or other electronic signature platforms) shall be deemed orig

Section 11.7 — Notices. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given and received (i) upon personal delivery, (ii) one (1) business day after deposit with a nationally recognized overnight courier service (with tracking confirmation), (iii) upon transmission by electronic mail (wi

Section 11.8 — No Assignment. No Party may assign, transfer, delegate, or otherwise dispose of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of each other Party, and any purported assignment, transfer, or delegation in violation of this Section 11.8 shall be null and void and of no force or effect; provided, however, that RGC may assign its right to receive the

Section 11.9 — Waiver. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party granting such waiver. No failure or delay by any Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any further or future exercise thereof

Section 11.10 — Construction. The Parties acknowledge and agree that they have participated jointly and equally in the negotiation and drafting of this Agreement, that each Party has had the advice and assistance of competent legal counsel, and that no provision of this Agreement shall be construed against any Party on the ground that such Party was the drafter of this Agreement or any particular provision hereof. Al

Section 11.11 — Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective successors, assigns, heirs, executors, administrators, and personal representatives. Without limiting the generality of the foregoing, in the event of the death of Fenchurch, his obligations under this Agreement shall be binding upon his estate, heirs, executors, and admini