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Contract analysis / stipulation-permanent-injunction.docx
stipulation-permanent-injunction.docx
1033-00006 · 33 clauses
High · 1 Medium · 7 Standard · 2
I. STIPULATION Standard
⚑ Commercial term
I. STIPULATION A. Preamble Plaintiff Redstone Gaming Corp. ("RGC"), a Nevada corporation, publicly traded on the Nasdaq Stock Market under the ticker symbol RDGM, with its principal offices located at 8800 Crimson Ridge Parkway, Suite 1200, Las Vegas, Nevada 89113, by and through its counsel of record, Calderwood & Harkness LLP (Francesca Morano, SBN 247891; Samuel Eklund, SBN 289734; Carlos Espinoza, SBN 301256; Han
1. The Parties stipulate and agree that this Court may enter the [Proposed] Order for Per
1. The Parties stipulate and agree that this Court may enter the [Proposed] Order for Permanent Injunction set forth in Section II below. The Parties represent that the terms of the [Proposed] Order have been negotiated at arm's length, are fair and reasonable, and are consistent with the Settlement Agreement.
2. Defendants consent to the entry of the [Proposed] Order for Permanent Injunction and h
2. Defendants consent to the entry of the [Proposed] Order for Permanent Injunction and hereby waive any and all objections to the form, substance, and entry thereof, including, without limitation, any objections based on the sufficiency of evidence, the propriety of injunctive relief, or the scope of the relief granted.
3. This Stipulation is entered into voluntarily by all Parties and constitutes a material
3. This Stipulation is entered into voluntarily by all Parties and constitutes a material component of the comprehensive settlement of this action. Each Party represents that it has had a full and fair opportunity to consult with counsel regarding the terms and implications of this Stipulation and the [Proposed] Order.
4. The Court shall retain jurisdiction over this action and the Parties for the purpose o
4. The Court shall retain jurisdiction over this action and the Parties for the purpose of enforcing this Stipulation, the [Proposed] Order for Permanent Injunction, and the Settlement Agreement, pursuant to California Code of Civil Procedure § 664.6. The Parties expressly consent to such continuing jurisdiction.
5. All references to the "Effective Date" throughout this Stipulation and the [Proposed]
5. All references to the "Effective Date" throughout this Stipulation and the [Proposed] Order shall mean January 6, 2025, the effective date of the Settlement Agreement and Mutual Release.
6. This Stipulation may be executed in counterparts, each of which shall be deemed an ori
6. This Stipulation may be executed in 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 electronic means, including PDF or Brightwater Software, shall be deemed original signatures for all purposes. D. Signatures to the Stipulation DATED: January __, 2025 FOR PLAINTIFF REDSTONE GAMING CORP.: CALDERWOOD & H
II. [PROPOSED] ORDER FOR ENTRY OF PERMANENT INJUNCTION Medium
⚑ Notice / time limit to track
II. [PROPOSED] ORDER FOR ENTRY OF PERMANENT INJUNCTION The Court, having reviewed the Stipulation of the Parties filed herewith, the Settlement Agreement and Mutual Release dated January 6, 2025, the pleadings and papers on file in this action, and all other matters of which the Court may take judicial notice, and good cause appearing therefor, hereby ORDERS as follows: A. Definitions For purposes of this Order, the
7. Defendants, and each of them, are hereby permanently enjoined and restrained from:
7. Defendants, and each of them, are hereby permanently enjoined and restrained from: (a) Republishing, reposting, redistributing, retransmitting, or otherwise making available, in whole or in part, any of the Reports on grizzlypeakresearch.com, the @GrizzlyPeakRes social media account, or any other website, social media platform, blog, publication, message board, electronic mailing list, podcast, video channel, or m
8. The injunction set forth in Paragraph 7 of this Order is permanent in duration and sha
8. The injunction set forth in Paragraph 7 of this Order is permanent in duration and shall have no expiration date. It shall remain in full force and effect unless and until modified or vacated by further order of this Court upon motion and a showing of good cause.
9. Carve-outs. Nothing in this Order shall be construed to prohibit Defendants from: Medium
⚑ Notice / time limit to track
9. Carve-outs. Nothing in this Order shall be construed to prohibit Defendants from: (a) Publishing the Corrective Publication on grizzlypeakresearch.com and the corrective social media statement on the @GrizzlyPeakRes account, in each case in the form and within the timeframe required by the Settlement Agreement; (b) Responding to lawful compulsory process, including subpoenas, court orders, or formal requests issue
10. Defendants, and each of them, are hereby permanently enjoined and restrained, for the
10. Defendants, and each of them, are hereby permanently enjoined and restrained, for the duration of the Injunction Period (January 6, 2025, through and including January 6, 2030), from: (a) Purchasing, selling, short selling, covering, or otherwise trading in (whether directly or indirectly) any RDGM Securities, regardless of the exchange, market, or venue on which such transaction occurs; (b) Establishing, maintai
11. The trading restrictions set forth in Paragraph 10 of this Order apply to accounts an Medium
⚑ Liability cap to check against exposure
11. The trading restrictions set forth in Paragraph 10 of this Order apply to accounts and positions held by Defendants directly or indirectly, including but not limited to accounts held by, or positions maintained through, any entity controlled by, or under common control with, any Defendant. Without limiting the generality of the foregoing, the trading restrictions apply to any accounts or positions held by or thro
12. Inadvertent Transactions. If any Defendant becomes aware of any inadvertent transacti
12. Inadvertent Transactions. If any Defendant becomes aware of any inadvertent transaction in RDGM Securities during the Injunction Period—including, by way of example, a transaction executed by an index fund, exchange-traded fund, or automated investment vehicle in which a Defendant has a passive investment—such Defendant shall promptly, and in any event within five (5) business days of becoming aware of such trans
13. Automatic Termination. Upon expiration of the Injunction Period on January 6, 2030, t Medium
⚑ Forum / governing law
13. Automatic Termination. Upon expiration of the Injunction Period on January 6, 2030, the trading restrictions set forth in Paragraphs 10 through 12 of this Order shall automatically terminate without further order of this Court, and Defendants shall thereafter be free to trade in RDGM Securities in accordance with applicable law. D. Requirement to Remove Reports
14. Within five (5) business days of the Effective Date (i.e., by January 13, 2025), Defe
14. Within five (5) business days of the Effective Date (i.e., by January 13, 2025), Defendants shall permanently remove and take down all copies of the Reports, including all text, images, charts, graphs, appendices, and supplemental materials, from grizzlypeakresearch.com, the @GrizzlyPeakRes social media account, and any other website, platform, account, or digital property under Defendants' control or direction.
15. In addition to the removal required by Paragraph 14, Defendants shall use commerciall
15. In addition to the removal required by Paragraph 14, Defendants shall use commercially reasonable efforts to cause the removal of any cached, archived, mirrored, or republished copies of the Reports from third-party platforms and search engines, including, without limitation, by: (a) Submitting content removal requests and/or de-indexing requests to Severin Industries, Ashgrove Industries, Cascade Health IT, and
16. Defendants shall retain no copies of the Reports in any format (electronic, paper, or
16. Defendants shall retain no copies of the Reports in any format (electronic, paper, or otherwise), except as may be strictly required to comply with applicable document-retention obligations imposed by law, regulation, or court order. Any copies retained solely for such purposes shall be maintained in a secure location, shall not be distributed, shared, or otherwise made available to any person other than Defendan
17. The Court shall retain jurisdiction over this action and the Parties for the purpose
17. The Court shall retain jurisdiction over this action and the Parties for the purpose of enforcing this Order and the Settlement Agreement and Mutual Release, pursuant to California Code of Civil Procedure § 664.6. The Parties expressly consent to such continuing jurisdiction.
18. Any violation of this Order may be punished as contempt of court, and the Court may i Medium
⚑ Liability cap to check against exposure
18. Any violation of this Order may be punished as contempt of court, and the Court may impose such sanctions as it deems appropriate, including but not limited to monetary sanctions, coercive sanctions, and compensatory sanctions. Nothing in this Order limits Plaintiff's right to seek damages or other remedies available at law or in equity arising from any violation of this Order.
19. Plaintiff may seek enforcement of this Order by noticed motion in this action, filed
19. Plaintiff may seek enforcement of this Order by noticed motion in this action, filed in Department 14 of this Court. In the event of exigent circumstances, Plaintiff may seek enforcement on shortened notice pursuant to California Code of Civil Procedure § 1005(b) and the Court's Local Rules, or by ex parte application as permitted by law.
20. In any proceeding to enforce this Order, Defendants shall bear the burden of establis
20. In any proceeding to enforce this Order, Defendants shall bear the burden of establishing compliance with the terms of this Order by a preponderance of the evidence. Defendants' failure to maintain adequate records of compliance shall give rise to a rebuttable presumption of non-compliance.
21. In any proceeding to enforce this Order, the prevailing party shall be entitled to re Standard
⚑ Commercial term
21. In any proceeding to enforce this Order, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with such proceeding, as determined by the Court. F. Modification
22. This Order may be modified only: (a) upon written stipulation of all Parties, filed w Medium
⚑ Forum / governing law
22. This Order may be modified only: (a) upon written stipulation of all Parties, filed with the Court and approved by the Court by further written order; or (b) upon motion by any Party, with notice to all other Parties, upon a showing of good cause, materially changed circumstances, or other grounds sufficient to warrant modification of an injunction under applicable law. Any such motion shall be filed in Departmen
23. This Order shall be binding upon Defendants, and each of them, and their respective o Medium
⚑ Notice / time limit to track
23. This Order shall be binding upon Defendants, and each of them, and their respective officers, directors, members, managers, partners, agents, employees, representatives, successors, and assigns, and upon any person or entity acting in concert or participation with any of them who receives actual notice of this Order by personal service or otherwise. The obligations imposed by this Order shall run with any success
24. Within ten (10) business days of entry of this Order, Defendants shall serve a copy o
24. Within ten (10) business days of entry of this Order, Defendants shall serve a copy of this Order, by personal service, electronic mail, or certified mail, on every officer, director, member, manager, partner, and employee of Grizzly Peak Research LLC, Grizzly Peak Capital Partners LP, and Grizzly Peak Capital GP LLC. Defendants shall promptly file a declaration of compliance with this Paragraph with the Court, i
25. This Order is entered pursuant to and in connection with the Settlement Agreement and
25. This Order is entered pursuant to and in connection with the Settlement Agreement and Mutual Release dated January 6, 2025, between the Parties. The Court has reviewed the Settlement Agreement and finds that the injunctive relief set forth herein is consistent with the terms of the Settlement Agreement, is supported by good cause, and is appropriate under the circumstances.
26. In the event of any conflict or inconsistency between the terms of this Order and the
26. In the event of any conflict or inconsistency between the terms of this Order and the terms of the Settlement Agreement, the terms of this Order shall control and govern.
27. Entry of this Order does not constitute an adjudication on the merits of any claim or
27. Entry of this Order does not constitute an adjudication on the merits of any claim or defense asserted in this action. This Order is entered by stipulation of the Parties as part of a comprehensive settlement, and no inference shall be drawn from the entry of this Order regarding the merits or lack of merits of any Party's claims or defenses.
28. Entry of this Order by stipulation is not, and shall not be construed as, an admissio
28. Entry of this Order by stipulation is not, and shall not be construed as, an admission by any Defendant of liability, wrongdoing, fault, or the truth or accuracy of any allegation set forth in the Complaint, the First Amended Complaint, or any other pleading, motion, brief, declaration, or paper filed in this action. Defendants have denied, and continue to deny, all allegations of liability, wrongdoing, and fault
29. Defendants enter into this Stipulation and consent to the entry of this Order solely
29. Defendants enter into this Stipulation and consent to the entry of this Order solely for the purpose of resolving this litigation and avoiding the burden, expense, uncertainty, and distraction of continued proceedings. Nothing in this Order shall be offered or received into evidence in any other proceeding as an admission of liability or wrongdoing by any Defendant, except in a proceeding to enforce this Order or
30. This Order shall become effective immediately upon entry by the Court and shall be fi
30. This Order shall become effective immediately upon entry by the Court and shall be filed by the Clerk of the Court in the records of this action. IT IS SO ORDERED. Dated: ___ ________________________________________ HON. PATRICIA YAMAMOTO Judge of the Superior Court County of Los Angeles
III. PROOF OF SERVICE High
⚑ Penalty / liquidated damages
III. PROOF OF SERVICE PROOF OF SERVICE STATE OF CALIFORNIA, COUNTY OF LOS ANGELES I am employed in the County of Los Angeles, State of California. I am over the age of eighteen (18) years and am not a party to the within action. My business address is 333 South Grand Avenue, Suite 4800, Los Angeles, California 90071. On January __, 2025, I served the foregoing document described as: STIPULATION AND [PROPOSED] ORDER F