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INTERCREDITOR AND SUBORDINATION AGREEMENT

DRAFT — December 19, 2022

Prepared by:

Calderwood & Harkness LLP 300 South Fourth Street, Suite 2800 Las Vegas, NV 89101

Matter No. 1033-00001

Circulated to counsel for Cornerstone National Bank, N.A. for review and comment. This draft is being circulated for discussion purposes only and does not constitute an offer, commitment, or agreement. All provisions remain subject to further negotiation, review, and approval by all parties and their respective counsel. This document is protected by the attorney-client privilege and the work product doctrine.

INTERCREDITOR AND SUBORDINATION AGREEMENT

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INTERCREDITOR AND SUBORDINATION AGREEMENT

This INTERCREDITOR AND SUBORDINATION AGREEMENT (this "Agreement"), dated as of [●], 2023, is entered into by and among:

(1) CORNERSTONE NATIONAL BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, with its principal office at 101 South Tryon Street, Charlotte, NC 28202, in its capacity as Administrative Agent under the Senior Credit Agreement (as defined below) and on behalf of the Senior Lenders (as defined below) (in such capacity, the "Senior Agent");

(2) PINNACLE BRIDGE CAPITAL PARTNERS, LP, a limited partnership organized and existing under the laws of the State of Delaware, with its principal office at 280 Park Avenue, 22nd Floor, New York, NY 10017, acting on behalf of itself and Pinnacle Bridge Mezzanine Opportunities Fund IV, LP, a limited partnership organized and existing under the laws of the State of Delaware (the "Mezzanine Fund" and, together with Pinnacle Bridge Capital Partners, LP, the "Mezzanine Parties") (in such capacity, the "Mezzanine Lender"); and

(3) REDSTONE GAMING CORP., a corporation organized and existing under the laws of the State of Nevada, with its principal office at 4250 South Decatur Boulevard, Suite 1100, Las Vegas, NV 89103, and whose common stock is listed on the Nasdaq Global Select Market under the ticker symbol "RDGM" (the "Borrower" or the "Company").

The Senior Agent, the Mezzanine Lender, and the Borrower are referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS:

A. The Borrower is party to that certain Second Amended and Restated Credit Agreement, dated as of March 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Senior Credit Agreement"), among the Borrower, Cornerstone National Bank, N.A., as Administrative Agent, and the lenders from time to time party thereto (the "Senior Lenders"), providing for a $200,000,000 Senior Secured Revolving Credit Facility (the "Senior Credit Facility"). As of September 30, 2022, $142,000,000 was drawn and outstanding under the Senior Credit Facility. Interest on advances under the Senior Credit Facility accrues at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus 275 basis points per annum, with a 10 basis point credit spread adjustment, as more particularly set forth in the Senior Credit Agreement.

B. Section 7.03(b) of the Senior Credit Agreement prohibits the Borrower from incurring Subordinated Indebtedness (as defined in the Senior Credit Agreement) in excess of $10,000,000 in aggregate principal amount without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders (as defined in the Senior Credit Agreement)) and the execution and delivery of an intercreditor agreement in form and substance satisfactory to the Required Lenders, which agreement shall set forth the relative rights, priorities, and remedies of the Senior Agent and the holders of such Subordinated Indebtedness.

C. The Borrower proposes to incur $35,000,000 in aggregate principal amount of subordinated mezzanine indebtedness (the "Mezzanine Indebtedness") pursuant to that certain Mezzanine Note Purchase Agreement (the "Mezzanine Note Purchase Agreement"), to be entered into among the Borrower, as Issuer, Pinnacle Bridge Mezzanine Opportunities Fund IV, LP, as Purchaser, and Pinnacle Bridge Capital Partners, LP, as agent for the Purchaser. The Mezzanine Indebtedness will bear interest at a cash rate of 10.50% per annum, payable quarterly in arrears, and an additional paid-in-kind ("PIK") rate of 3.00% per annum, compounding quarterly and capitalizing into the outstanding principal balance of the Mezzanine Indebtedness, resulting in an all-in yield of 13.50% per annum. The Mezzanine Indebtedness will have a stated maturity of five years from the date of funding, which is anticipated to be on or about March 2028.

D. In connection with the Mezzanine Indebtedness, the Borrower proposes to grant certain second-priority security interests to the Mezzanine Lender in (i) 100% of the membership interests of Redstone Digital Wagering, LLC, a Nevada limited liability company (EIN 88-0587214), a wholly owned subsidiary of the Borrower engaged in the operation of the Borrower's digital wagering platform, and 100% of the issued and outstanding capital stock of Redstone Tribal Management, Inc., a Nevada corporation (EIN 88-0601889), a wholly owned subsidiary of the Borrower that holds and administers tribal gaming management contracts in Arizona and New Mexico, and (ii) certain intellectual property assets related to the "RedBet" proprietary wagering software (for which a trademark application was filed with the United States Patent and Trademark Office in August 2022), all pursuant to a Pledge and Security Agreement (the "Mezzanine Security Agreement") to be executed and delivered at the closing of the Mezzanine Note Purchase Agreement.

E. In connection with the Mezzanine Indebtedness, the Borrower also proposes to issue to the Mezzanine Fund or its designee warrants (the "Warrants") to purchase 1,650,000 shares of common stock of the Borrower, par value $0.001 per share (the "Common Stock"), representing approximately 3.00% of the fully diluted equity of the Borrower based on approximately 55,000,000 shares of Common Stock outstanding as of the date hereof, at an exercise price of $9.24 per share, pursuant to a Warrant Agreement to be entered into between the Borrower and the Mezzanine Fund (the "Warrant Agreement").

F. The Senior Agent, the Mezzanine Lender, and the Borrower desire to enter into this Agreement to set forth the relative rights, priorities, and remedies of the Senior Agent (on behalf of the Senior Lenders) and the Mezzanine Lender with respect to the assets, properties, and business of the Borrower and its subsidiaries, and to establish the terms and conditions of the subordination of the Mezzanine Indebtedness and the Liens securing the Mezzanine Indebtedness to the Senior Indebtedness and the Liens securing the Senior Indebtedness, respectively.

G. The execution and delivery of this Agreement by each of the Parties hereto is a condition precedent to the consent of the Senior Agent and the Required Lenders under Section 7.03(b) of the Senior Credit Agreement to the incurrence by the Borrower of the Mezzanine Indebtedness, and is also a condition precedent to the closing of the transactions contemplated by the Mezzanine Note Purchase Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Definitions

As used in this Agreement, the following terms shall have the meanings set forth below:

"Agreement" means this Intercreditor and Subordination Agreement, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the provisions hereof.

"Borrower" means Redstone Gaming Corp., a Nevada corporation (EIN 88-0412376), and its successors and assigns.

"Borrower Subsidiaries" means, collectively, Redstone Digital Wagering, LLC, a Nevada limited liability company (EIN 88-0587214), and Redstone Tribal Management, Inc., a Nevada corporation (EIN 88-0601889), and each other direct or indirect subsidiary of the Borrower, whether now existing or hereafter formed or acquired.

"Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks in Charlotte, North Carolina, New York, New York, or Las Vegas, Nevada are authorized or required by law to close.

"Collateral" means, collectively, all assets, properties, rights, and interests of the Borrower and its subsidiaries that are, or at any time hereafter become, subject to a Lien in favor of the Senior Agent or the Mezzanine Lender, or both, whether under the Senior Credit Documents, the Mezzanine Documents, or otherwise.

"Common Collateral" means Collateral in which both the Senior Agent (on behalf of the Senior Lenders) and the Mezzanine Lender hold, or at any time hereafter hold, a Lien, which as of the date hereof specifically includes (a) the equity interests of Redstone Digital Wagering, LLC, (b) the equity interests of Redstone Tribal Management, Inc., and (c) certain intellectual property assets related to the "RedBet" proprietary wagering software, as more particularly described on Exhibit D attached hereto.

"Common Stock" means the common stock, par value $0.001 per share, of the Borrower.

"Discharge of Senior Indebtedness" means the occurrence of all of the following: (a) the indefeasible payment in full in cash of all Senior Indebtedness (other than contingent indemnification and expense reimbursement obligations for which no claim has been asserted), (b) the termination or expiration of all commitments to extend credit under the Senior Credit Agreement, and (c) the cash collateralization (at 105% of the face amount) or backstop (by means of a standby letter of credit from an issuer and in an amount reasonably acceptable to the Senior Agent) of all outstanding letters of credit, if any, issued under the Senior Credit Agreement.

"Enforcement Action" means any action to foreclose upon, execute against, collect, levy upon, attach, realize upon, or otherwise enforce any Lien on, or exercise any right or remedy with respect to, any Collateral, whether by judicial action, self-help, notification, control, possession, or otherwise, and shall include (a) any action to collect or enforce any payment obligation from any guarantor or other obligor, (b) any action to set off or recoup amounts owed, (c) any action to commence, continue, or participate in any Insolvency Proceeding, and (d) any action to exercise any rights under any intercreditor agreement, pledge agreement, security agreement, or similar instrument.

"Event of Default" means, when used with respect to the Senior Credit Agreement, an "Event of Default" as defined in the Senior Credit Agreement, and when used with respect to the Mezzanine Documents, an "Event of Default" as defined in the Mezzanine Note Purchase Agreement.

"Insolvency Proceeding" means (a) any voluntary or involuntary proceeding commenced or filed under Title 11 of the United States Code (11 U.S.C. §§ 101 et seq.), as now in effect or hereafter amended (the "Bankruptcy Code"), or any successor statute, (b) any proceeding commenced or filed under any other federal, state, or foreign bankruptcy, insolvency, receivership, reorganization, liquidation, dissolution, winding-up, composition, adjustment, or similar law, now or hereafter in effect, (c) any proceeding seeking the appointment of a receiver, trustee, custodian, conservator, liquidator, rehabilitator, or similar official for the Borrower or any Borrower Subsidiary or for all or any substantial part of its assets, or (d) any assignment for the benefit of creditors or any marshaling of the assets and liabilities of the Borrower or any Borrower Subsidiary.

"Lien" means any mortgage, deed of trust, pledge, hypothecation, security interest, encumbrance, lien (statutory or otherwise), charge, or other preferential arrangement of any kind or nature, including any conditional sale or other title retention agreement and any financing lease having substantially the same economic effect as any of the foregoing.

"Mezzanine Documents" means, collectively, the Mezzanine Note Purchase Agreement, the Mezzanine Security Agreement, the Warrant Agreement, and all other instruments, agreements, certificates, documents, and writings executed and delivered in connection therewith, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.

"Mezzanine Fund" means Pinnacle Bridge Mezzanine Opportunities Fund IV, LP, a Delaware limited partnership.

"Mezzanine Indebtedness" means all obligations of the Borrower and any guarantor under or in connection with the Mezzanine Documents, whether now existing or hereafter arising, including (a) all outstanding principal (initially $35,000,000), (b) all accrued and unpaid cash interest at the rate of 10.50% per annum, (c) all accrued and capitalized PIK interest at the rate of 3.00% per annum, compounding quarterly, (d) all fees, premiums (including call protection premiums and make-whole premiums, if any), expenses, indemnities, and other amounts payable thereunder, and (e) all costs and expenses of collection and enforcement, in each case whether or not allowed as a claim in any Insolvency Proceeding.

"Mezzanine Lender" means Pinnacle Bridge Capital Partners, LP, a Delaware limited partnership, together with Pinnacle Bridge Mezzanine Opportunities Fund IV, LP, a Delaware limited partnership, and their respective successors and assigns.

"Mezzanine Note Purchase Agreement" means the Mezzanine Note Purchase Agreement to be entered into among the Borrower, as Issuer, Pinnacle Bridge Mezzanine Opportunities Fund IV, LP, as Purchaser, and Pinnacle Bridge Capital Partners, LP, as agent for the Purchaser, pursuant to which the Borrower will issue and sell to the Purchaser the Mezzanine Notes in the aggregate principal amount of $35,000,000.

"Mezzanine Notes" means the 13.50% Senior Subordinated Notes due 2028 to be issued by the Borrower under the Mezzanine Note Purchase Agreement.

"Mezzanine Security Agreement" means the Pledge and Security Agreement to be executed and delivered by the Borrower in favor of the Mezzanine Lender, pursuant to which the Borrower will grant to the Mezzanine Lender second-priority security interests in the Common Collateral.

"Payment blockage Event" means the occurrence of either (i) an Event of Default under the Senior Credit Agreement that has resulted in the acceleration of the Senior Indebtedness, or (ii) the delivery by the Senior Agent of a Payment blockage Notice to the Mezzanine Lender.

"Payment blockage Notice" means a written notice from the Senior Agent to the Mezzanine Lender declaring the commencement of a Payment blockage Period, which notice shall specify the Event of Default under the Senior Credit Agreement giving rise thereto.

"Payment blockage Period" means the period commencing upon the delivery by the Senior Agent to the Mezzanine Lender of a Payment blockage Notice and ending on the earliest to occur of (a) the date that is 179 days after the delivery of such Payment blockage Notice, (b) the date on which the Event of Default specified in such Payment blockage Notice is cured or waived in accordance with the terms of the Senior Credit Agreement, or (c) the Discharge of Senior Indebtedness.

"Permitted Mezzanine Payments" means (a) regularly scheduled cash interest payments on the Mezzanine Indebtedness at the cash interest rate of 10.50% per annum (which, based on an initial principal amount of $35,000,000, equals $3,675,000 per annum or $918,750 per quarter), payable quarterly in arrears in accordance with the terms of the Mezzanine Note Purchase Agreement, and (b) PIK interest accruals at the rate of 3.00% per annum, compounding quarterly and capitalizing into the outstanding principal balance of the Mezzanine Indebtedness, in each case to the extent that no Payment blockage Event has occurred and is continuing at the time of such payment or accrual; provided, that PIK interest shall continue to accrue and compound regardless of the existence of a Payment blockage Event, as no cash payment is involved.

"Person" means any individual, corporation, limited liability company, partnership, limited partnership, joint venture, association, joint stock company, trust, unincorporated organization, governmental authority, or other entity of any kind.

"PIK" means "paid-in-kind" and refers to interest that is not paid in cash but is instead added to and compounded with the outstanding principal balance of the applicable indebtedness.

"Required Lenders" has the meaning ascribed to such term in the Senior Credit Agreement.

"Senior Agent" means Cornerstone National Bank, N.A., a national banking association, in its capacity as Administrative Agent under the Senior Credit Agreement, and its successors and assigns in such capacity.

"Senior Credit Agreement" means the Second Amended and Restated Credit Agreement, dated as of March 15, 2021, among the Borrower, Cornerstone National Bank, N.A., as Administrative Agent, and the lenders from time to time party thereto, as the same may be amended, restated, amended and restated, refinanced, replaced, supplemented, or otherwise modified from time to time in accordance with the terms hereof.

"Senior Credit Documents" means, collectively, the Senior Credit Agreement, and all security agreements, pledge agreements, guaranties, mortgages, deeds of trust, control agreements, subordination agreements, and other instruments, agreements, certificates, and documents executed and delivered in connection therewith or pursuant thereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Senior Credit Facility" means the $200,000,000 Senior Secured Revolving Credit Facility provided for under the Senior Credit Agreement.

"Senior Indebtedness" means all obligations of the Borrower and any guarantor under or in connection with the Senior Credit Documents, whether now existing or hereafter arising, including (a) all outstanding principal, (b) all accrued and unpaid interest (including interest accruing at the default rate and interest accruing after the filing of any petition in any Insolvency Proceeding, whether or not such interest is an allowed claim in such proceeding), (c) all fees, expenses, indemnities, reimbursement obligations (including with respect to letters of credit), and other amounts payable thereunder, and (d) all costs and expenses of collection and enforcement, including reasonable attorneys' fees.

"Senior Lenders" means the lenders from time to time party to the Senior Credit Agreement and their respective successors and assigns.

"Standstill Period" has the meaning set forth in Section 3.03 of this Agreement.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of Nevada, or, when applicable, the Uniform Commercial Code as in effect from time to time in any other relevant jurisdiction.

"Warrant Agreement" means the Warrant Agreement to be entered into between the Borrower and the Mezzanine Fund, pursuant to which the Borrower will issue to the Mezzanine Fund or its designee Warrants to purchase 1,650,000 shares of Common Stock at an exercise price of $9.24 per share.

"Warrants" means the warrants to purchase 1,650,000 shares of Common Stock at an exercise price of $9.24 per share to be issued under the Warrant Agreement.

Section 1.02 — Rules of Interpretation

Unless the context of this Agreement otherwise requires:

(a) The headings of articles and sections in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

(b) The word "including" (and with correlative meaning, "include" and "includes") means "including, without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

(c) All references herein to articles, sections, exhibits, and schedules are to articles, sections, exhibits, and schedules of or to this Agreement unless otherwise specified.

(d) Words importing the singular number include the plural number and vice versa.

(e) All references to "dollars" or "$" shall mean the lawful currency of the United States of America.

(f) The words "herein," "hereof," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement.

(g) Unless the context otherwise requires, references to any agreement, instrument, or document shall mean such agreement, instrument, or document as amended, restated, supplemented, or otherwise modified from time to time, to the extent permitted by the terms hereof and thereof.

(h) References to any law, statute, regulation, or rule shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such law, statute, regulation, or rule.

(i) References to any Person shall include such Person's successors and permitted assigns.

Section 1.03 — Senior Credit Agreement Definitions

Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Senior Credit Agreement as in effect on the date hereof; provided, that if any such term is amended, modified, or supplemented in the Senior Credit Agreement after the date hereof, such term shall have the meaning ascribed thereto in the Senior Credit Agreement as so amended, modified, or supplemented, unless such amended definition would materially and adversely alter the rights or obligations of the Mezzanine Lender hereunder.

ARTICLE II — SUBORDINATION OF MEZZANINE INDEBTEDNESS

Section 2.01 — Subordination

The Mezzanine Lender hereby covenants and agrees, for the benefit of the Senior Agent and the Senior Lenders, that the payment of all Mezzanine Indebtedness (including all principal, cash interest, PIK interest, fees, premiums, expenses, indemnities, and all other amounts now or hereafter owing under or in respect of the Mezzanine Documents) is hereby expressly subordinated and made junior in right of payment and priority to the prior indefeasible payment in full in cash of all Senior Indebtedness. The foregoing subordination applies to all forms of payment or distribution, whether in cash, property, securities, by set-off, recoupment, or otherwise, and whether made directly or indirectly, voluntarily or involuntarily, and applies in any Insolvency Proceeding and upon any dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities, or any other distribution of assets of the Borrower or any Borrower Subsidiary of every kind and character.

The Mezzanine Lender acknowledges and agrees that the subordination effected by this Section 2.01 is intended to be a complete and absolute subordination of all Mezzanine Indebtedness to all Senior Indebtedness, and that the rights and remedies of the Mezzanine Lender under the Mezzanine Documents are, and at all times shall remain, subject to and qualified by the terms and provisions of this Agreement. Nothing in this Section 2.01 shall be construed to prevent the accrual of PIK interest on the Mezzanine Indebtedness, which accrual does not constitute a cash payment and is not subject to the payment subordination provisions of this Article II (but is subject to the aggregate cap provisions set forth in the Mezzanine Note Purchase Agreement).

Section 2.02 — Permitted Mezzanine Payments

Notwithstanding the provisions of Section 2.01, the Borrower may make, and the Mezzanine Lender may receive, Permitted Mezzanine Payments (that is, regularly scheduled cash interest payments on the Mezzanine Indebtedness at the cash interest rate of 10.50% per annum, payable quarterly in arrears in the amount of $918,750 per quarter, based on the initial principal amount of $35,000,000, and subject to adjustment for any PIK interest that has been capitalized into the principal balance) so long as each of the following conditions is satisfied at the time of, and immediately after giving effect to, such payment:

(a) No Payment blockage Event has occurred and is continuing as of the date of such payment;

(b) No Event of Default under the Senior Credit Agreement exists and is continuing, or would result from the making of such payment, as of the date of such payment;

(c) After giving effect to such payment, the Borrower is in pro forma compliance with all financial covenants set forth in the Senior Credit Agreement, as demonstrated by a compliance certificate delivered to the Senior Agent not less than three (3) Business Days prior to such payment date; and

(d) The Borrower has delivered to the Senior Agent written notice of such payment not less than five (5) Business Days prior to the scheduled payment date.

PIK interest at the rate of 3.00% per annum may accrue, compound, and be added to the outstanding principal amount of the Mezzanine Indebtedness at all times without restriction, as no cash payment is involved in connection therewith, subject in all cases to the aggregate cap provisions set forth in the Mezzanine Note Purchase Agreement and any applicable limitations under the Senior Credit Agreement.

Section 2.03 — Payment blockage

(a) Upon the occurrence of a Payment blockage Event, the Senior Agent may, in its sole discretion, deliver a Payment blockage Notice to the Mezzanine Lender, with a copy to the Borrower, declaring the commencement of a Payment blockage Period. Such Payment blockage Notice shall specify in reasonable detail the nature of the Event of Default under the Senior Credit Agreement giving rise thereto.

(b) During any Payment blockage Period (the maximum duration of which shall be 179 days from the date of delivery of the applicable Payment blockage Notice), the Borrower shall not make, and the Mezzanine Lender shall not demand, accept, or retain, any cash payment on account of the Mezzanine Indebtedness, whether on account of principal, cash interest, fees, premiums, expenses, indemnities, or otherwise. Any payment received by the Mezzanine Lender during a Payment blockage Period in violation of this Section 2.03 shall be held in trust and turned over to the Senior Agent in accordance with Article V.

(c) Notwithstanding the foregoing, not more than one Payment blockage Period may be commenced during any consecutive 360-day period, and no Payment blockage Notice may be given with respect to any Event of Default that was specified (or that was existing at the time of delivery) in any prior Payment blockage Notice delivered within the immediately preceding 360-day period, unless such Event of Default shall have been cured or waived for a period of not less than ninety (90) consecutive days following the termination of the prior Payment blockage Period.

(d) For the avoidance of doubt, PIK interest shall continue to accrue and compound during any Payment blockage Period, and such accrual shall not be subject to or limited by the payment blockage provisions of this Section 2.03.

Section 2.04 — No Acceleration Without Senior Agent Consent

The Mezzanine Lender shall not accelerate the maturity of the Mezzanine Indebtedness, declare an Event of Default under the Mezzanine Documents, or exercise any right or remedy under the Mezzanine Documents by reason of the occurrence of any Event of Default thereunder, without first providing at least 180 days' prior written notice to the Senior Agent specifying in reasonable detail the nature of such Event of Default and the remedies proposed to be exercised. During such 180-day notice period, the Senior Agent shall have the right, but not the obligation, to cure such Event of Default on behalf of the Borrower (or to cause the Borrower to cure such Event of Default), and the Mezzanine Lender shall not take any further action to accelerate the Mezzanine Indebtedness or exercise any remedy during such period.

Notwithstanding the foregoing, if the Senior Indebtedness has been accelerated (whether by the Senior Agent, the Required Lenders, or automatically by the terms of the Senior Credit Agreement), the Mezzanine Lender may thereafter accelerate the Mezzanine Indebtedness at any time without further notice to the Senior Agent; provided, that any amounts collected or received by the Mezzanine Lender following such acceleration shall remain subject to the subordination, turnover, and application of proceeds provisions of this Agreement.

Section 2.05 — Maturity Restriction

The stated maturity date of the Mezzanine Indebtedness shall not be earlier than the date that is at least one (1) year after the stated maturity date of the Senior Credit Facility. The Senior Credit Facility has a stated maturity date of March 15, 2026, and accordingly the stated maturity date of the Mezzanine Indebtedness shall be no earlier than March 15, 2027. The anticipated maturity date of the Mezzanine Indebtedness is approximately five years from funding (anticipated to be on or about March 2028), which satisfies this requirement with an approximately two-year cushion. The Mezzanine Lender shall not amend, modify, or waive any provision of the Mezzanine Documents that would cause the stated maturity date of the Mezzanine Indebtedness to be earlier than the date that is one (1) year after the then-current stated maturity date of the Senior Credit Facility. No scheduled or mandatory amortization of principal of the Mezzanine Indebtedness shall be permitted prior to the maturity date of the Senior Credit Facility without the prior written consent of the Senior Agent.

Section 2.06 — Financial Covenants of Mezzanine Documents

The financial covenants set forth in the Mezzanine Documents shall not be more restrictive, taken as a whole, than those set forth in the Senior Credit Agreement. As of the date hereof, the proposed financial covenants to be included in the Mezzanine Note Purchase Agreement are as follows:

(a) Minimum Fixed Charge Coverage Ratio: The Borrower shall maintain a Fixed Charge Coverage Ratio (as defined in the Mezzanine Note Purchase Agreement, which definition shall be substantially similar to the corresponding definition in the Senior Credit Agreement) of not less than 1.20 to 1.00, tested quarterly on a trailing four-quarter basis.

(b) Maximum Total Net Leverage Ratio: The Borrower shall maintain a Total Net Leverage Ratio (as defined in the Mezzanine Note Purchase Agreement, which definition shall be substantially similar to the corresponding definition in the Senior Credit Agreement) of not greater than 4.50 to 1.00, tested quarterly on a trailing four-quarter basis.

(c) Minimum Liquidity: The Borrower shall maintain Liquidity (defined as unrestricted cash and cash equivalents plus available undrawn commitments under the Senior Credit Facility) of not less than $15,000,000 at all times.

Any amendment, modification, or waiver of any financial covenant in the Mezzanine Documents that would make such financial covenant more restrictive than the corresponding financial covenant in the Senior Credit Agreement shall require the prior written consent of the Senior Agent (acting at the direction of the Required Lenders). For the avoidance of doubt, no amendment, modification, or waiver of any financial covenant in the Mezzanine Documents shall be effective against the Senior Agent or the Senior Lenders without the prior written consent of the Senior Agent.

ARTICLE III — LIEN SUBORDINATION AND SHARED COLLATERAL

Section 3.01 — Lien Priority

The Mezzanine Lender hereby acknowledges and agrees that all Liens of the Senior Agent (on behalf of the Senior Lenders) on the Collateral, whether now existing or hereafter arising, shall be and remain senior to and shall have priority over all Liens of the Mezzanine Lender on such Collateral, whether now existing or hereafter arising, regardless of the time, manner, or order of perfection, attachment, or grant of any such Liens, regardless of the time, manner, or order of filing or recording of any financing statements, mortgages, deeds of trust, or other documents relating to any such Liens, and regardless of anything contained in the UCC or any applicable law, decision, or agreement to the contrary. The Mezzanine Lender's Liens on the Common Collateral (which as of the date hereof includes 100% of the equity interests of Redstone Digital Wagering, LLC and 100% of the equity interests of Redstone Tribal Management, Inc., and certain intellectual property assets related to the "RedBet" wagering software, as more particularly described on Exhibit D) are and shall at all times be second-priority Liens, junior, subject, and subordinate in all respects to the first-priority Liens of the Senior Agent.

This Section 3.01 shall be effective and enforceable as among the Senior Agent, the Mezzanine Lender, and the Borrower, and the Mezzanine Lender hereby waives any right it may have under applicable law to challenge or contest the priority established hereby, including any right arising under Sections 9-322 or 9-339 of the UCC.

Section 3.02 — Prohibition on Contesting Liens

(a) The Mezzanine Lender hereby agrees that it shall not, and shall not authorize, instruct, or encourage any Person to, contest, challenge, or raise any objection to the validity, perfection, priority, or enforceability of any Lien of the Senior Agent on the Collateral (including the Common Collateral), whether in any judicial proceeding, Insolvency Proceeding, or otherwise. The Mezzanine Lender further agrees that it shall not seek to avoid, subordinate, or recharacterize any Lien of the Senior Agent under Section 510, 544, 547, 548, 549, 550, or 553 of the Bankruptcy Code or any applicable state law.

(b) The Senior Agent hereby agrees that it shall not contest the validity, perfection, or enforceability of the second-priority Liens of the Mezzanine Lender on the Common Collateral, subject in all respects to the priority, subordination, standstill, turnover, and other terms and provisions of this Agreement.

Section 3.03 — Standstill

(a) Following the occurrence and during the continuance of an Event of Default under the Mezzanine Documents, the Mezzanine Lender shall not take any Enforcement Action with respect to the Common Collateral, or take any other action to foreclose upon, collect, seize, attach, levy upon, or otherwise realize upon or enforce any Lien on the Common Collateral, for a period of 180 days (the "Standstill Period") after delivering written notice of such Event of Default to the Senior Agent in accordance with Section 10.01 of this Agreement. Such written notice shall specify in reasonable detail the nature and basis of the Event of Default, the specific provisions of the Mezzanine Documents alleged to have been breached, and the Enforcement Actions the Mezzanine Lender proposes to take following the expiration of the Standstill Period.

(b) During the Standstill Period, the Senior Agent shall have the exclusive right to exercise remedies with respect to the Common Collateral, including the right to foreclose upon, sell, dispose of, or otherwise realize upon the Common Collateral, and the Mezzanine Lender shall not take any action that would interfere with or impede such exercise of remedies. The Senior Agent shall not be under any obligation to exercise any remedy during the Standstill Period or at any other time.

(c) After the expiration of the Standstill Period, the Mezzanine Lender may take Enforcement Actions with respect to the Common Collateral in accordance with the terms of the Mezzanine Security Agreement and applicable law; provided, however, that:

(i) all proceeds from any such Enforcement Action shall be applied in accordance with the waterfall provisions of Section 5.02 of this Agreement, and the Mezzanine Lender shall not retain any proceeds from any Enforcement Action unless and until all Senior Indebtedness has been indefeasibly paid in full in cash;

(ii) the Senior Agent's Liens shall attach to any proceeds received by or on behalf of the Mezzanine Lender from any Enforcement Action to the extent that any Senior Indebtedness remains outstanding, and the Mezzanine Lender shall promptly turn over such proceeds to the Senior Agent in accordance with Section 5.01; and

(iii) the Mezzanine Lender shall comply with all applicable gaming regulatory requirements, including any notice or approval requirements of the Nevada Gaming Control Board, the Arizona Department of Gaming, or the New Mexico Gaming Control Board.

(d) Notwithstanding anything to the contrary in this Section 3.03, the Standstill Period shall terminate automatically upon the Discharge of Senior Indebtedness.

Section 3.04 — No Interference

The Mezzanine Lender shall not take any action that would impede, delay, interfere with, or otherwise hinder any Enforcement Action taken by the Senior Agent with respect to any Collateral, including any foreclosure, sale, lease, exchange, transfer, or other disposition of Collateral, whether conducted pursuant to the UCC, judicial foreclosure, or otherwise, and whether occurring before, during, or after the Standstill Period. The Mezzanine Lender shall not object to or oppose any motion, application, or petition filed by the Senior Agent in any court or Insolvency Proceeding seeking authority to exercise remedies with respect to the Collateral.

Section 3.05 — Release of Liens

(a) If the Senior Agent releases or agrees to release its Lien on any item of Collateral in connection with a permitted sale, disposition, foreclosure, or other transfer of such Collateral under or in accordance with the Senior Credit Documents, the Mezzanine Lender's corresponding Lien on such Collateral shall be automatically and simultaneously released without further action by the Mezzanine Lender, and the Mezzanine Lender hereby consents to each such release.

(b) The Mezzanine Lender hereby irrevocably appoints the Senior Agent as its attorney-in-fact, with full power of substitution, to execute and deliver, on behalf of the Mezzanine Lender, any release, termination statement, lien release, reconveyance, satisfaction, or discharge of any Lien of the Mezzanine Lender on any Collateral that is the subject of a release pursuant to this Section 3.05. The Mezzanine Lender shall also promptly execute and deliver any release documents, UCC termination statements, or other instruments reasonably requested by the Senior Agent in connection with any such release.

(c) To the extent that the proceeds of any such sale, disposition, or transfer are not required to be applied to the Senior Indebtedness, the Mezzanine Lender's Lien shall attach to such proceeds in accordance with the priority established by this Agreement.

Section 3.06 — Limitations on Mezzanine Collateral

The Parties acknowledge and agree that, due to Nevada gaming regulatory restrictions, which require prior approval by the Nevada Gaming Control Board for pledges, encumbrances, or other security interests in gaming real property and certain gaming-related assets, no real property Liens shall be granted to the Mezzanine Lender in connection with the Mezzanine Indebtedness. The Mezzanine Lender's collateral package is limited to second-priority pledges of (a) 100% of the equity interests of Redstone Digital Wagering, LLC, (b) 100% of the equity interests of Redstone Tribal Management, Inc., and (c) assignments of intellectual property assets related to the "RedBet" proprietary wagering software, as more particularly described on Exhibit D. The Mezzanine Lender shall not seek or obtain any additional collateral, guaranties, or security for the Mezzanine Indebtedness without the prior written consent of the Senior Agent.

ARTICLE IV — INSOLVENCY PROCEEDINGS

Section 4.01 — Subordination in Insolvency

In the event of any Insolvency Proceeding involving the Borrower or any Borrower Subsidiary, the provisions of this Agreement shall continue in full force and effect, and the subordination, standstill, turnover, and other provisions hereof shall apply with full force to all distributions, payments, and other transfers of property made in, or in connection with, such Insolvency Proceeding. Without limiting the generality of the foregoing, all Senior Indebtedness shall be indefeasibly paid in full in cash before any payment, distribution, or other transfer of property, whether in cash, property, securities, or otherwise, shall be made to or for the benefit of the Mezzanine Lender on account of the Mezzanine Indebtedness. The Mezzanine Lender agrees that the provisions of this Agreement constitute a "subordination agreement" within the meaning of Section 510(a) of the Bankruptcy Code and are intended to be enforceable to the fullest extent permitted by applicable law in any Insolvency Proceeding.

Section 4.02 — Filing of Claims

The Mezzanine Lender shall have the right to file proofs of claim and otherwise participate in any Insolvency Proceeding involving the Borrower or any Borrower Subsidiary in order to preserve its claims and protect its interests; provided, however, that:

(a) The Mezzanine Lender shall not vote in favor of, approve, consent to, or support any plan of reorganization, arrangement, adjustment, or composition (or any disclosure statement related thereto) that is not acceptable to the Senior Agent unless and until all Senior Indebtedness is to be indefeasibly paid in full in cash under such plan on or prior to the effective date of such plan, all commitments under the Senior Credit Agreement are to be terminated, and all letters of credit are to be cash collateralized or backstopped in accordance with the requirements for the Discharge of Senior Indebtedness;

(b) The Mezzanine Lender agrees that any distribution or payment (whether in cash, property, securities, or otherwise) made in such Insolvency Proceeding that would otherwise be payable to, or distributable to, the Mezzanine Lender on account of the Mezzanine Indebtedness shall be paid over and delivered to the Senior Agent, in the form received, for application to the Senior Indebtedness until the Discharge of Senior Indebtedness. The Mezzanine Lender hereby irrevocably authorizes and directs the debtor, trustee, receiver, liquidator, or similar person or entity administering such Insolvency Proceeding to make all payments and distributions in respect of the Mezzanine Indebtedness directly to the Senior Agent until the Discharge of Senior Indebtedness; and

(c) The Mezzanine Lender shall not seek to have the subordination provisions of this Agreement set aside, avoided, or otherwise rendered unenforceable in any Insolvency Proceeding, including under Section 510(c) of the Bankruptcy Code.

If the Mezzanine Lender fails to timely file a proof of claim or take other action to preserve its claims in any Insolvency Proceeding involving the Borrower or any Borrower Subsidiary, the Senior Agent shall be subrogated to the rights of the Mezzanine Lender to file such proof of claim or take such action, and the Mezzanine Lender hereby irrevocably appoints the Senior Agent as its attorney-in-fact for such purpose.

Section 4.03 — DIP Financing

(a) The Mezzanine Lender hereby agrees that it shall not object to, oppose, contest, or take any other action to prevent, any debtor-in-possession financing (including any financing provided under Section 364 of the Bankruptcy Code) that has been approved or consented to by the Senior Agent; provided, however, that such financing shall not require the priming of the Mezzanine Lender's Liens on the Common Collateral (that is, the grant of Liens on the Common Collateral that are senior to or pari passu with the Mezzanine Lender's second-priority Liens) unless the Mezzanine Lender receives adequate protection in accordance with applicable law, including Sections 361 and 363(e) of the Bankruptcy Code.

(b) The Mezzanine Lender agrees that it shall not seek adequate protection solely in the form of additional or replacement Liens on the Collateral that are senior to or pari passu with the Senior Agent's first-priority Liens, and that any adequate protection Liens granted to the Mezzanine Lender shall be junior and subordinate to (i) the first-priority Liens of the Senior Agent, (ii) any Liens granted to any debtor-in-possession lender approved by the Senior Agent, and (iii) any adequate protection Liens granted to the Senior Agent or the Senior Lenders.

(c) Without limiting the foregoing, the Mezzanine Lender shall not object to or oppose any use of cash collateral (as defined in Section 363(a) of the Bankruptcy Code) that has been approved or consented to by the Senior Agent.

Section 4.04 — Avoidance Actions

If any payment, distribution, or transfer to the Senior Agent or any Senior Lender on account of Senior Indebtedness is avoided, set aside, invalidated, declared fraudulent, or otherwise required to be repaid, disgorged, or returned by the Senior Agent or any Senior Lender to the Borrower, any Borrower Subsidiary, a trustee, a receiver, or any other Person pursuant to any judgment, decree, order, or settlement, whether in connection with any Insolvency Proceeding, preference action (including under Section 547 of the Bankruptcy Code), fraudulent transfer action (including under Sections 548 or 550 of the Bankruptcy Code), or otherwise, then the subordination, standstill, turnover, and other provisions of this Agreement shall be reinstated and shall apply with full force and effect to the same extent as if such payment, distribution, or transfer had not been made. The Senior Agent and the Senior Lenders shall be entitled to the benefits of the subordination provisions of this Agreement with respect to any such reinstated Senior Indebtedness to the same extent as if such Senior Indebtedness had never been paid. The Mezzanine Lender agrees that it will not assert that this reinstatement provision is unenforceable or that the subordination provisions of this Agreement should not be reinstated.

ARTICLE V — TURNOVER AND APPLICATION OF PROCEEDS

Section 5.01 — Turnover Obligation

If the Mezzanine Lender receives any payment, distribution, or proceeds (in cash, property, securities, or otherwise) on account of the Mezzanine Indebtedness at a time when such payment, distribution, or proceeds is prohibited by, or otherwise in violation of, the terms of this Agreement (including any payment received during a Payment blockage Period, any payment received after the acceleration of the Senior Indebtedness and prior to the Discharge of Senior Indebtedness, or any distribution or payment received in or in connection with an Insolvency Proceeding), the Mezzanine Lender shall:

(a) Hold such payment, distribution, or proceeds in trust for the sole and exclusive benefit of the Senior Agent (on behalf of the Senior Lenders), segregated from any other funds of the Mezzanine Lender, and shall not commingle such amounts with any other assets of the Mezzanine Lender;

(b) Promptly (and in any event within two (2) Business Days of receipt thereof) deliver and pay over such payment, distribution, or proceeds to the Senior Agent, in the exact form received (with any necessary endorsements), together with a written description of the source and amount of such payment; and

(c) Pending such delivery, the Mezzanine Lender shall not invest, pledge, hypothecate, or otherwise dispose of such payment, distribution, or proceeds, and the Mezzanine Lender shall have no equitable or beneficial interest therein.

The Senior Agent shall apply any amounts received pursuant to this Section 5.01 to the outstanding Senior Indebtedness in accordance with the terms of the Senior Credit Agreement, and such application shall not constitute a waiver of any Event of Default under the Senior Credit Agreement or under this Agreement. The Mezzanine Lender shall have no claim or right of recoupment against the Senior Agent or any Senior Lender with respect to any amounts turned over pursuant to this Section 5.01, except to the extent of any subrogation rights arising under Section 5.03.

Section 5.02 — Waterfall / Application of Proceeds

All proceeds from the exercise of any Enforcement Action with respect to the Common Collateral, whether realized by the Senior Agent, the Mezzanine Lender, or any other Person, and whether obtained by foreclosure, sale, collection, levy, attachment, realization, or otherwise, shall be received, held, and applied in the following order of priority:

First, to the payment of all costs, fees, and expenses of the Senior Agent incurred in connection with the exercise of remedies and the enforcement of its Liens and rights with respect to the Common Collateral, including reasonable attorneys' fees and expenses, receiver's fees, appraisal costs, environmental investigation costs, and all other costs and expenses incurred in connection with the care, preservation, protection, collection, sale, or other disposition of the Common Collateral;

Second, to the indefeasible payment in full in cash of all outstanding Senior Indebtedness (including all principal, accrued and unpaid interest, fees, expenses, indemnities, reimbursement obligations, and all other amounts owing under or in respect of the Senior Credit Documents) until the Discharge of Senior Indebtedness has occurred;

Third, to the payment of all costs, fees, and expenses of the Mezzanine Lender incurred in connection with the exercise of remedies and the enforcement of its Liens and rights with respect to the Common Collateral, including reasonable attorneys' fees and expenses;

Fourth, to the indefeasible payment in full in cash of all outstanding Mezzanine Indebtedness (including all principal, accrued and unpaid cash interest, accrued and capitalized PIK interest, fees, premiums (including call protection premiums and make-whole premiums, if any), expenses, indemnities, and all other amounts owing under or in respect of the Mezzanine Documents); and

Fifth, to the Borrower or as otherwise directed by a court of competent jurisdiction or applicable law.

The Senior Agent shall have no obligation to marshal any Collateral or to exercise any remedy with respect to any particular item of Collateral before any other. The Mezzanine Lender waives any right it may have to require the marshaling of assets of the Borrower or any Borrower Subsidiary.

Section 5.03 — Subrogation

Following the Discharge of Senior Indebtedness, the Mezzanine Lender shall be subrogated to the rights of the Senior Lenders to the extent of any payments or distributions made to the Senior Agent by or on behalf of the Mezzanine Lender pursuant to this Article V. No such subrogation rights shall arise, accrue, or become exercisable until the Discharge of Senior Indebtedness, and until such time, the Mezzanine Lender shall not assert, enforce, or otherwise exercise any such subrogation rights. The Mezzanine Lender agrees that it will not take any action or exercise any rights arising by reason of subrogation that would contravene the subordination, standstill, turnover, or other provisions of this Agreement.

ARTICLE VI — REPRESENTATIONS AND WARRANTIES

Section 6.01 — Representations of the Senior Agent

The Senior Agent hereby represents and warrants to the Mezzanine Lender and the Borrower as of the date hereof as follows:

(a) Organization. The Senior Agent is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, and has full corporate power and authority to conduct its business as currently conducted.

(b) Power and Authority. The Senior Agent has full power and authority to enter into, execute, deliver, and perform its obligations under this Agreement in its capacity as Administrative Agent under the Senior Credit Agreement and on behalf of the Senior Lenders.

(c) Authorization. The execution, delivery, and performance of this Agreement by the Senior Agent have been duly authorized by all necessary corporate action, including authorization by the Required Lenders under the Senior Credit Agreement to the extent required by the terms thereof.

(d) Enforceability. This Agreement constitutes the legal, valid, and binding obligation of the Senior Agent, enforceable against the Senior Agent in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(e) Senior Credit Agreement. The Senior Credit Agreement is in full force and effect and has not been terminated. The Senior Credit Facility has a total committed amount of $200,000,000, and, as of September 30, 2022, $142,000,000 in principal amount was drawn and outstanding under the Senior Credit Facility. The Senior Agent is not aware of any Event of Default under the Senior Credit Agreement that has occurred and is continuing as of the date hereof.

(f) No Conflict. The execution, delivery, and performance of this Agreement by the Senior Agent do not and will not (i) violate the organizational documents of the Senior Agent, (ii) violate any applicable law, regulation, or order binding on the Senior Agent, or (iii) result in a breach of or default under any material agreement to which the Senior Agent is a party.

Section 6.02 — Representations of the Mezzanine Lender

The Mezzanine Lender hereby represents and warrants to the Senior Agent and the Borrower as of the date hereof as follows:

(a) Organization. Pinnacle Bridge Capital Partners, LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Pinnacle Bridge Capital Management, LLC, a Delaware limited liability company, is the sole general partner of Pinnacle Bridge Capital Partners, LP and has full authority to act on behalf of Pinnacle Bridge Capital Partners, LP. Pinnacle Bridge Mezzanine Opportunities Fund IV, LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, and Pinnacle Bridge Capital Partners, LP is authorized to enter into this Agreement on behalf of the Mezzanine Fund.

(b) Power and Authority. The Mezzanine Lender has full power and authority to enter into, execute, deliver, and perform its obligations under this Agreement on behalf of itself and Pinnacle Bridge Mezzanine Opportunities Fund IV, LP.

(c) Authorization. The execution, delivery, and performance of this Agreement by the Mezzanine Lender have been duly authorized by all necessary partnership action and limited liability company action by Pinnacle Bridge Capital Management, LLC, as general partner.

(d) Enforceability. This Agreement constitutes the legal, valid, and binding obligation of the Mezzanine Lender, enforceable against the Mezzanine Lender (and the Mezzanine Fund) in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity.

(e) Familiarity with Senior Credit Documents. The Mezzanine Lender has received and reviewed copies of the Senior Credit Agreement and the other Senior Credit Documents, and is familiar with the terms and provisions thereof, including the financial covenants, negative covenants, and events of default contained therein. The Mezzanine Lender acknowledges that it has entered into this Agreement voluntarily, with full knowledge of the terms of the Senior Credit Documents, and that the subordination, standstill, turnover, and other provisions of this Agreement are reasonable and necessary to protect the interests of the Senior Agent and the Senior Lenders.

(f) Acknowledgment of Subordination. The Mezzanine Lender acknowledges and agrees that the Mezzanine Indebtedness and the Liens securing the Mezzanine Indebtedness are subordinated to the Senior Indebtedness and the Liens securing the Senior Indebtedness on the terms and conditions set forth in this Agreement, and that the Senior Agent and the Senior Lenders are relying on such subordination in connection with (among other things) the consent described in Article VIII.

(g) No Conflict. The execution, delivery, and performance of this Agreement by the Mezzanine Lender do not and will not (i) violate the organizational documents of the Mezzanine Lender or the Mezzanine Fund, (ii) violate any applicable law, regulation, or order binding on the Mezzanine Lender or the Mezzanine Fund, or (iii) result in a breach of or default under any material agreement to which the Mezzanine Lender or the Mezzanine Fund is a party.

Section 6.03 — Representations of the Borrower

The Borrower hereby represents and warrants to the Senior Agent and the Mezzanine Lender as of the date hereof as follows:

(a) Organization. Redstone Gaming Corp. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, and is duly qualified to transact business in each jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification.

(b) Authorization; Board Approval. The Borrower is duly authorized to enter into this Agreement. The Board of Directors of the Borrower has duly authorized the execution, delivery, and performance of this Agreement, and no other corporate or stockholder action is required.

(c) No Conflict. The execution and delivery of this Agreement do not and will not (i) conflict with or violate any provision of the Borrower's Amended and Restated Articles of Incorporation or Bylaws, (ii) violate any applicable law, rule, or regulation (including Nevada gaming regulations, including Nevada Revised Statutes Chapter 463 and the regulations of the Nevada Gaming Commission and the Nevada Gaming Control Board), (iii) result in a breach of or default under any material agreement, contract, or instrument to which the Borrower is a party or by which any of its assets is bound, or (iv) result in the creation of any Lien on any of the Borrower's assets, other than the Liens contemplated by the Mezzanine Security Agreement.

(d) Gaming Licenses. The Borrower holds active and unrestricted gaming licenses from the Nevada Gaming Control Board (License No. NGC-2019-00847), the Arizona Department of Gaming, and the New Mexico Gaming Control Board. No proceedings are pending or, to the knowledge of the Borrower, threatened that could reasonably be expected to result in the revocation, suspension, limitation, or material modification of any such gaming license. The incurrence of the Mezzanine Indebtedness and the execution and delivery of this Agreement and the Mezzanine Documents have been disclosed to, and do not require the prior approval of, the Nevada Gaming Control Board or any other gaming regulatory authority (other than any required post-closing notifications, which the Borrower will timely make).

(e) Subsidiaries. Redstone Digital Wagering, LLC (EIN 88-0587214) is a limited liability company organized under the laws of Nevada and is a wholly owned subsidiary of the Borrower, holding and operating the Borrower's digital wagering platform. Redstone Tribal Management, Inc. (EIN 88-0601889) is a corporation organized under the laws of Nevada and is a wholly owned subsidiary of the Borrower, holding and administering tribal gaming management contracts in Arizona and New Mexico.

(f) Pro Forma Compliance. After giving pro forma effect to the incurrence of the Mezzanine Indebtedness, the Borrower

INTERCREDITOR AND SUBORDINATION AGREEMENT
DRAFT — December 19, 2022
Prepared by:
Calderwood & Harkness LLP 300 South Fourth Street, Suite 2800 Las Vegas, NV 89101
Matter No. 1033-00001
Circulated to counsel for Cornerstone National Bank, N.A. for review and comment. This draft is being circulated for discussion purposes only and does not constitute an offer, commitment, or agreement. All provisions remain subject to further negotiation, review, and approval by all parties and their respective counsel. This document is protected by the attorney-client privilege and the work product doctrine.
INTERCREDITOR AND SUBORDINATION AGREEMENT
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INTERCREDITOR AND SUBORDINATION AGREEMENT
This INTERCREDITOR AND SUBORDINATION AGREEMENT (this "Agreement"), dated as of [●], 2023, is entered into by and among:
(1) CORNERSTONE NATIONAL BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, with its principal office at 101 South Tryon Street, Charlotte, NC 28202, in its capacity as Administrative Agent under the Senior Credit Agreement (as defined below) and on behalf of the Senior Lenders (as defined below) (in such capacity, the "Senior Agent");
(2) PINNACLE BRIDGE CAPITAL PARTNERS, LP, a limited partnership organized and existing under the laws of the State of Delaware, with its principal office at 280 Park Avenue, 22nd Floor, New York, NY 10017, acting on behalf of itself and Pinnacle Bridge Mezzanine Opportunities Fund IV, LP, a limited partnership organized and existing under the laws of the State of Delaware (the "Mezzanine Fund" and, together with Pinnacle Bridge Capital Partners, LP, the "Mezzanine Parties") (in such capacity, the "Mezzanine Lender"); and
(3) REDSTONE GAMING CORP., a corporation organized and existing under the laws of the State of Nevada, with its principal office at 4250 South Decatur Boulevard, Suite 1100, Las Vegas, NV 89103, and whose common stock is listed on the Nasdaq Global Select Market under the ticker symbol "RDGM" (the "Borrower" or the "Company").
The Senior Agent, the Mezzanine Lender, and the Borrower are referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS:
A. The Borrower is party to that certain Second Amended and Restated Credit Agreement, dated as of March 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Senior Credit Agreement"), among the Borrower, Cornerstone National Bank, N.A., as Administrative Agent, and the lenders from time to time party thereto (the "Senior Lenders"), providing for a $200,000,000 Senior Secured Revolving Credit Facility (the "Senior Credit Facility"). As of September 30, 2022, $142,000,000 was drawn and outstanding under the Senior Credit Facility. Interest on advances under the Senior Credit Facility accrues at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus 275 basis points per annum, with a 10 basis point credit spread adjustment, as more particularly set forth in the Senior Credit Agreement.
B. Section 7.03(b) of the Senior Credit Agreement prohibits the Borrower from incurring Subordinated Indebtedness (as defined in the Senior Credit Agreement) in excess of $10,000,000 in aggregate principal amount without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders (as defined in the Senior Credit Agreement)) and the execution and delivery of an intercreditor agreement in form and substance satisfactory to the Required Lenders, which agreement shall set forth the relative rights, priorities, and remedies of the Senior Agent and the holders of such Subordinated Indebtedness.
C. The Borrower proposes to incur $35,000,000 in aggregate principal amount of subordinated mezzanine indebtedness (the "Mezzanine Indebtedness") pursuant to that certain Mezzanine Note Purchase Agreement (the "Mezzanine Note Purchase Agreement"), to be entered into among the Borrower, as Issuer, Pinnacle Bridge Mezzanine Opportunities Fund IV, LP, as Purchaser, and Pinnacle Bridge Capital Partners, LP, as agent for the Purchaser. The Mezzanine Indebtedness will bear interest at a cash rate of 10.50% per annum, payable quarterly in arrears, and an additional paid-in-kind ("PIK") rate of 3.00% per annum, compounding quarterly and capitalizing into the outstanding principal balance of the Mezzanine Indebtedness, resulting in an all-in yield of 13.50% per annum. The Mezzanine Indebtedness will have a stated maturity of five years from the date of funding, which is anticipated to be on or about March 2028.
D. In connection with the Mezzanine Indebtedness, the Borrower proposes to grant certain second-priority security interests to the Mezzanine Lender in (i) 100% of the membership interests of Redstone Digital Wagering, LLC, a Nevada limited liability company (EIN 88-0587214), a wholly owned subsidiary of the Borrower engaged in the operation of the Borrower's digital wagering platform, and 100% of the issued and outstanding capital stock of Redstone Tribal Management, Inc., a Nevada corporation (EIN 88-0601889), a wholly owned subsidiary of the Borrower that holds and administers tribal gaming management contracts in Arizona and New Mexico, and (ii) certain intellectual property assets related to the "RedBet" proprietary wagering software (for which a trademark application was filed with the United States Patent and Trademark Office in August 2022), all pursuant to a Pledge and Security Agreement (the "Mezzanine Security Agreement") to be executed and delivered at the closing of the Mezzanine Note Purchase Agreement.
E. In connection with the Mezzanine Indebtedness, the Borrower also proposes to issue to the Mezzanine Fund or its designee warrants (the "Warrants") to purchase 1,650,000 shares of common stock of the Borrower, par value $0.001 per share (the "Common Stock"), representing approximately 3.00% of the fully diluted equity of the Borrower based on approximately 55,000,000 shares of Common Stock outstanding as of the date hereof, at an exercise price of $9.24 per share, pursuant to a Warrant Agreement to be entered into between the Borrower and the Mezzanine Fund (the "Warrant Agreement").
F. The Senior Agent, the Mezzanine Lender, and the Borrower desire to enter into this Agreement to set forth the relative rights, priorities, and remedies of the Senior Agent (on behalf of the Senior Lenders) and the Mezzanine Lender with respect to the assets, properties, and business of the Borrower and its subsidiaries, and to establish the terms and conditions of the subordination of the Mezzanine Indebtedness and the Liens securing the Mezzanine Indebtedness to the Senior Indebtedness and the Liens securing the Senior Indebtedness, respectively.
G. The execution and delivery of this Agreement by each of the Parties hereto is a condition precedent to the consent of the Senior Agent and the Required Lenders under Section 7.03(b) of the Senior Credit Agreement to the incurrence by the Borrower of the Mezzanine Indebtedness, and is also a condition precedent to the closing of the transactions contemplated by the Mezzanine Note Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
ARTICLE I — DEFINITIONS AND INTERPRETATION
Section 1.01 — Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
"Agreement" means this Intercreditor and Subordination Agreement, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the provisions hereof.
"Borrower" means Redstone Gaming Corp., a Nevada corporation (EIN 88-0412376), and its successors and assigns.
"Borrower Subsidiaries" means, collectively, Redstone Digital Wagering, LLC, a Nevada limited liability company (EIN 88-0587214), and Redstone Tribal Management, Inc., a Nevada corporation (EIN 88-0601889), and each other direct or indirect subsidiary of the Borrower, whether now existing or hereafter formed or acquired.
"Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks in Charlotte, North Carolina, New York, New York, or Las Vegas, Nevada are authorized or required by law to close.
"Collateral" means, collectively, all assets, properties, rights, and interests of the Borrower and its subsidiaries that are, or at any time hereafter become, subject to a Lien in favor of the Senior Agent or the Mezzanine Lender, or both, whether under the Senior Credit Documents, the Mezzanine Documents, or otherwise.
"Common Collateral" means Collateral in which both the Senior Agent (on behalf of the Senior Lenders) and the Mezzanine Lender hold, or at any time hereafter hold, a Lien, which as of the date hereof specifically includes (a) the equity interests of Redstone Digital Wagering, LLC, (b) the equity interests of Redstone Tribal Management, Inc., and (c) certain intellectual property assets related to the "RedBet" proprietary wagering software, as more particularly described on Exhibit D attached hereto.
"Common Stock" means the common stock, par value $0.001 per share, of the Borrower.
"Discharge of Senior Indebtedness" means the occurrence of all of the following: (a) the indefeasible payment in full in cash of all Senior Indebtedness (other than contingent indemnification and expense reimbursement obligations for which no claim has been asserted), (b) the termination or expiration of all commitments to extend credit under the Senior Credit Agreement, and (c) the cash collateralization (at 105% of the face amount) or backstop (by means of a standby letter of credit from an issuer and in an amount reasonably acceptable to the Senior Agent) of all outstanding letters of credit, if any, issued under the Senior Credit Agreement.
"Enforcement Action" means any action to foreclose upon, execute against, collect, levy upon, attach, realize upon, or otherwise enforce any Lien on, or exercise any right or remedy with respect to, any Collateral, whether by judicial action, self-help, notification, control, possession, or otherwise, and shall include (a) any action to collect or enforce any payment obligation from any guarantor or other obligor, (b) any action to set off or recoup amounts owed, (c) any action to commence, continue, or participate in any Insolvency Proceeding, and (d) any action to exercise any rights under any intercreditor agreement, pledge agreement, security agreement, or similar instrument.
"Event of Default" means, when used with respect to the Senior Credit Agreement, an "Event of Default" as defined in the Senior Credit Agreement, and when used with respect to the Mezzanine Documents, an "Event of Default" as defined in the Mezzanine Note Purchase Agreement.
"Insolvency Proceeding" means (a) any voluntary or involuntary proceeding commenced or filed under Title 11 of the United States Code (11 U.S.C. §§ 101 et seq.), as now in effect or hereafter amended (the "Bankruptcy Code"), or any successor statute, (b) any proceeding commenced or filed under any other federal, state, or foreign bankruptcy, insolvency, receivership, reorganization, liquidation, dissolution, winding-up, composition, adjustment, or similar law, now or hereafter in effect, (c) any proceeding seeking the appointment of a receiver, trustee, custodian, conservator, liquidator, rehabilitator, or similar official for the Borrower or any Borrower Subsidiary or for all or any substantial part of its assets, or (d) any assignment for the benefit of creditors or any marshaling of the assets and liabilities of the Borrower or any Borrower Subsidiary.
"Lien" means any mortgage, deed of trust, pledge, hypothecation, security interest, encumbrance, lien (statutory or otherwise), charge, or other preferential arrangement of any kind or nature, including any conditional sale or other title retention agreement and any financing lease having substantially the same economic effect as any of the foregoing.
"Mezzanine Documents" means, collectively, the Mezzanine Note Purchase Agreement, the Mezzanine Security Agreement, the Warrant Agreement, and all other instruments, agreements, certificates, documents, and writings executed and delivered in connection therewith, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Mezzanine Fund" means Pinnacle Bridge Mezzanine Opportunities Fund IV, LP, a Delaware limited partnership.
"Mezzanine Indebtedness" means all obligations of the Borrower and any guarantor under or in connection with the Mezzanine Documents, whether now existing or hereafter arising, including (a) all outstanding principal (initially $35,000,000), (b) all accrued and unpaid cash interest at the rate of 10.50% per annum, (c) all accrued and capitalized PIK interest at the rate of 3.00% per annum, compounding quarterly, (d) all fees, premiums (including call protection premiums and make-whole premiums, if any), expenses, indemnities, and other amounts payable thereunder, and (e) all costs and expenses of collection and enforcement, in each case whether or not allowed as a claim in any Insolvency Proceeding.
"Mezzanine Lender" means Pinnacle Bridge Capital Partners, LP, a Delaware limited partnership, together with Pinnacle Bridge Mezzanine Opportunities Fund IV, LP, a Delaware limited partnership, and their respective successors and assigns.
"Mezzanine Note Purchase Agreement" means the Mezzanine Note Purchase Agreement to be entered into among the Borrower, as Issuer, Pinnacle Bridge Mezzanine Opportunities Fund IV, LP, as Purchaser, and Pinnacle Bridge Capital Partners, LP, as agent for the Purchaser, pursuant to which the Borrower will issue and sell to the Purchaser the Mezzanine Notes in the aggregate principal amount of $35,000,000.
"Mezzanine Notes" means the 13.50% Senior Subordinated Notes due 2028 to be issued by the Borrower under the Mezzanine Note Purchase Agreement.
"Mezzanine Security Agreement" means the Pledge and Security Agreement to be executed and delivered by the Borrower in favor of the Mezzanine Lender, pursuant to which the Borrower will grant to the Mezzanine Lender second-priority security interests in the Common Collateral.
"Payment blockage Event" means the occurrence of either (i) an Event of Default under the Senior Credit Agreement that has resulted in the acceleration of the Senior Indebtedness, or (ii) the delivery by the Senior Agent of a Payment blockage Notice to the Mezzanine Lender.
"Payment blockage Notice" means a written notice from the Senior Agent to the Mezzanine Lender declaring the commencement of a Payment blockage Period, which notice shall specify the Event of Default under the Senior Credit Agreement giving rise thereto.
"Payment blockage Period" means the period commencing upon the delivery by the Senior Agent to the Mezzanine Lender of a Payment blockage Notice and ending on the earliest to occur of (a) the date that is 179 days after the delivery of such Payment blockage Notice, (b) the date on which the Event of Default specified in such Payment blockage Notice is cured or waived in accordance with the terms of the Senior Credit Agreement, or (c) the Discharge of Senior Indebtedness.
"Permitted Mezzanine Payments" means (a) regularly scheduled cash interest payments on the Mezzanine Indebtedness at the cash interest rate of 10.50% per annum (which, based on an initial principal amount of $35,000,000, equals $3,675,000 per annum or $918,750 per quarter), payable quarterly in arrears in accordance with the terms of the Mezzanine Note Purchase Agreement, and (b) PIK interest accruals at the rate of 3.00% per annum, compounding quarterly and capitalizing into the outstanding principal balance of the Mezzanine Indebtedness, in each case to the extent that no Payment blockage Event has occurred and is continuing at the time of such payment or accrual; provided, that PIK interest shall continue to accrue and compound regardless of the existence of a Payment blockage Event, as no cash payment is involved.
"Person" means any individual, corporation, limited liability company, partnership, limited partnership, joint venture, association, joint stock company, trust, unincorporated organization, governmental authority, or other entity of any kind.
"PIK" means "paid-in-kind" and refers to interest that is not paid in cash but is instead added to and compounded with the outstanding principal balance of the applicable indebtedness.
"Required Lenders" has the meaning ascribed to such term in the Senior Credit Agreement.
"Senior Agent" means Cornerstone National Bank, N.A., a national banking association, in its capacity as Administrative Agent under the Senior Credit Agreement, and its successors and assigns in such capacity.
"Senior Credit Agreement" means the Second Amended and Restated Credit Agreement, dated as of March 15, 2021, among the Borrower, Cornerstone National Bank, N.A., as Administrative Agent, and the lenders from time to time party thereto, as the same may be amended, restated, amended and restated, refinanced, replaced, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Senior Credit Documents" means, collectively, the Senior Credit Agreement, and all security agreements, pledge agreements, guaranties, mortgages, deeds of trust, control agreements, subordination agreements, and other instruments, agreements, certificates, and documents executed and delivered in connection therewith or pursuant thereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Senior Credit Facility" means the $200,000,000 Senior Secured Revolving Credit Facility provided for under the Senior Credit Agreement.
"Senior Indebtedness" means all obligations of the Borrower and any guarantor under or in connection with the Senior Credit Documents, whether now existing or hereafter arising, including (a) all outstanding principal, (b) all accrued and unpaid interest (including interest accruing at the default rate and interest accruing after the filing of any petition in any Insolvency Proceeding, whether or not such interest is an allowed claim in such proceeding), (c) all fees, expenses, indemnities, reimbursement obligations (including with respect to letters of credit), and other amounts payable thereunder, and (d) all costs and expenses of collection and enforcement, including reasonable attorneys' fees.
"Senior Lenders" means the lenders from time to time party to the Senior Credit Agreement and their respective successors and assigns.
"Standstill Period" has the meaning set forth in Section 3.03 of this Agreement.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of Nevada, or, when applicable, the Uniform Commercial Code as in effect from time to time in any other relevant jurisdiction.
"Warrant Agreement" means the Warrant Agreement to be entered into between the Borrower and the Mezzanine Fund, pursuant to which the Borrower will issue to the Mezzanine Fund or its designee Warrants to purchase 1,650,000 shares of Common Stock at an exercise price of $9.24 per share.
"Warrants" means the warrants to purchase 1,650,000 shares of Common Stock at an exercise price of $9.24 per share to be issued under the Warrant Agreement.
Section 1.02 — Rules of Interpretation
Unless the context of this Agreement otherwise requires:
(a) The headings of articles and sections in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.
(b) The word "including" (and with correlative meaning, "include" and "includes") means "including, without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.
(c) All references herein to articles, sections, exhibits, and schedules are to articles, sections, exhibits, and schedules of or to this Agreement unless otherwise specified.
(d) Words importing the singular number include the plural number and vice versa.
(e) All references to "dollars" or "$" shall mean the lawful currency of the United States of America.
(f) The words "herein," "hereof," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement.
(g) Unless the context otherwise requires, references to any agreement, instrument, or document shall mean such agreement, instrument, or document as amended, restated, supplemented, or otherwise modified from time to time, to the extent permitted by the terms hereof and thereof.
(h) References to any law, statute, regulation, or rule shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such law, statute, regulation, or rule.
(i) References to any Person shall include such Person's successors and permitted assigns.
Section 1.03 — Senior Credit Agreement Definitions
Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Senior Credit Agreement as in effect on the date hereof; provided, that if any such term is amended, modified, or supplemented in the Senior Credit Agreement after the date hereof, such term shall have the meaning ascribed thereto in the Senior Credit Agreement as so amended, modified, or supplemented, unless such amended definition would materially and adversely alter the rights or obligations of the Mezzanine Lender hereunder.
ARTICLE II — SUBORDINATION OF MEZZANINE INDEBTEDNESS
Section 2.01 — Subordination
The Mezzanine Lender hereby covenants and agrees, for the benefit of the Senior Agent and the Senior Lenders, that the payment of all Mezzanine Indebtedness (including all principal, cash interest, PIK interest, fees, premiums, expenses, indemnities, and all other amounts now or hereafter owing under or in respect of the Mezzanine Documents) is hereby expressly subordinated and made junior in right of payment and priority to the prior indefeasible payment in full in cash of all Senior Indebtedness. The foregoing subordination applies to all forms of payment or distribution, whether in cash, property, securities, by set-off, recoupment, or otherwise, and whether made directly or indirectly, voluntarily or involuntarily, and applies in any Insolvency Proceeding and upon any dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities, or any other distribution of assets of the Borrower or any Borrower Subsidiary of every kind and character.
The Mezzanine Lender acknowledges and agrees that the subordination effected by this Section 2.01 is intended to be a complete and absolute subordination of all Mezzanine Indebtedness to all Senior Indebtedness, and that the rights and remedies of the Mezzanine Lender under the Mezzanine Documents are, and at all times shall remain, subject to and qualified by the terms and provisions of this Agreement. Nothing in this Section 2.01 shall be construed to prevent the accrual of PIK interest on the Mezzanine Indebtedness, which accrual does not constitute a cash payment and is not subject to the payment subordination provisions of this Article II (but is subject to the aggregate cap provisions set forth in the Mezzanine Note Purchase Agreement).
Section 2.02 — Permitted Mezzanine Payments
Notwithstanding the provisions of Section 2.01, the Borrower may make, and the Mezzanine Lender may receive, Permitted Mezzanine Payments (that is, regularly scheduled cash interest payments on the Mezzanine Indebtedness at the cash interest rate of 10.50% per annum, payable quarterly in arrears in the amount of $918,750 per quarter, based on the initial principal amount of $35,000,000, and subject to adjustment for any PIK interest that has been capitalized into the principal balance) so long as each of the following conditions is satisfied at the time of, and immediately after giving effect to, such payment:
(a) No Payment blockage Event has occurred and is continuing as of the date of such payment;
(b) No Event of Default under the Senior Credit Agreement exists and is continuing, or would result from the making of such payment, as of the date of such payment;
(c) After giving effect to such payment, the Borrower is in pro forma compliance with all financial covenants set forth in the Senior Credit Agreement, as demonstrated by a compliance certificate delivered to the Senior Agent not less than three (3) Business Days prior to such payment date; and
(d) The Borrower has delivered to the Senior Agent written notice of such payment not less than five (5) Business Days prior to the scheduled payment date.
PIK interest at the rate of 3.00% per annum may accrue, compound, and be added to the outstanding principal amount of the Mezzanine Indebtedness at all times without restriction, as no cash payment is involved in connection therewith, subject in all cases to the aggregate cap provisions set forth in the Mezzanine Note Purchase Agreement and any applicable limitations under the Senior Credit Agreement.
Section 2.03 — Payment blockage
(a) Upon the occurrence of a Payment blockage Event, the Senior Agent may, in its sole discretion, deliver a Payment blockage Notice to the Mezzanine Lender, with a copy to the Borrower, declaring the commencement of a Payment blockage Period. Such Payment blockage Notice shall specify in reasonable detail the nature of the Event of Default under the Senior Credit Agreement giving rise thereto.
(b) During any Payment blockage Period (the maximum duration of which shall be 179 days from the date of delivery of the applicable Payment blockage Notice), the Borrower shall not make, and the Mezzanine Lender shall not demand, accept, or retain, any cash payment on account of the Mezzanine Indebtedness, whether on account of principal, cash interest, fees, premiums, expenses, indemnities, or otherwise. Any payment received by the Mezzanine Lender during a Payment blockage Period in violation of this Section 2.03 shall be held in trust and turned over to the Senior Agent in accordance with Article V.
(c) Notwithstanding the foregoing, not more than one Payment blockage Period may be commenced during any consecutive 360-day period, and no Payment blockage Notice may be given with respect to any Event of Default that was specified (or that was existing at the time of delivery) in any prior Payment blockage Notice delivered within the immediately preceding 360-day period, unless such Event of Default shall have been cured or waived for a period of not less than ninety (90) consecutive days following the termination of the prior Payment blockage Period.
(d) For the avoidance of doubt, PIK interest shall continue to accrue and compound during any Payment blockage Period, and such accrual shall not be subject to or limited by the payment blockage provisions of this Section 2.03.
Section 2.04 — No Acceleration Without Senior Agent Consent
The Mezzanine Lender shall not accelerate the maturity of the Mezzanine Indebtedness, declare an Event of Default under the Mezzanine Documents, or exercise any right or remedy under the Mezzanine Documents by reason of the occurrence of any Event of Default thereunder, without first providing at least 180 days' prior written notice to the Senior Agent specifying in reasonable detail the nature of such Event of Default and the remedies proposed to be exercised. During such 180-day notice period, the Senior Agent shall have the right, but not the obligation, to cure such Event of Default on behalf of the Borrower (or to cause the Borrower to cure such Event of Default), and the Mezzanine Lender shall not take any further action to accelerate the Mezzanine Indebtedness or exercise any remedy during such period.
Notwithstanding the foregoing, if the Senior Indebtedness has been accelerated (whether by the Senior Agent, the Required Lenders, or automatically by the terms of the Senior Credit Agreement), the Mezzanine Lender may thereafter accelerate the Mezzanine Indebtedness at any time without further notice to the Senior Agent; provided, that any amounts collected or received by the Mezzanine Lender following such acceleration shall remain subject to the subordination, turnover, and application of proceeds provisions of this Agreement.
Section 2.05 — Maturity Restriction
The stated maturity date of the Mezzanine Indebtedness shall not be earlier than the date that is at least one (1) year after the stated maturity date of the Senior Credit Facility. The Senior Credit Facility has a stated maturity date of March 15, 2026, and accordingly the stated maturity date of the Mezzanine Indebtedness shall be no earlier than March 15, 2027. The anticipated maturity date of the Mezzanine Indebtedness is approximately five years from funding (anticipated to be on or about March 2028), which satisfies this requirement with an approximately two-year cushion. The Mezzanine Lender shall not amend, modify, or waive any provision of the Mezzanine Documents that would cause the stated maturity date of the Mezzanine Indebtedness to be earlier than the date that is one (1) year after the then-current stated maturity date of the Senior Credit Facility. No scheduled or mandatory amortization of principal of the Mezzanine Indebtedness shall be permitted prior to the maturity date of the Senior Credit Facility without the prior written consent of the Senior Agent.
Section 2.06 — Financial Covenants of Mezzanine Documents
The financial covenants set forth in the Mezzanine Documents shall not be more restrictive, taken as a whole, than those set forth in the Senior Credit Agreement. As of the date hereof, the proposed financial covenants to be included in the Mezzanine Note Purchase Agreement are as follows:
(a) Minimum Fixed Charge Coverage Ratio: The Borrower shall maintain a Fixed Charge Coverage Ratio (as defined in the Mezzanine Note Purchase Agreement, which definition shall be substantially similar to the corresponding definition in the Senior Credit Agreement) of not less than 1.20 to 1.00, tested quarterly on a trailing four-quarter basis.
(b) Maximum Total Net Leverage Ratio: The Borrower shall maintain a Total Net Leverage Ratio (as defined in the Mezzanine Note Purchase Agreement, which definition shall be substantially similar to the corresponding definition in the Senior Credit Agreement) of not greater than 4.50 to 1.00, tested quarterly on a trailing four-quarter basis.
(c) Minimum Liquidity: The Borrower shall maintain Liquidity (defined as unrestricted cash and cash equivalents plus available undrawn commitments under the Senior Credit Facility) of not less than $15,000,000 at all times.
Any amendment, modification, or waiver of any financial covenant in the Mezzanine Documents that would make such financial covenant more restrictive than the corresponding financial covenant in the Senior Credit Agreement shall require the prior written consent of the Senior Agent (acting at the direction of the Required Lenders). For the avoidance of doubt, no amendment, modification, or waiver of any financial covenant in the Mezzanine Documents shall be effective against the Senior Agent or the Senior Lenders without the prior written consent of the Senior Agent.
ARTICLE III — LIEN SUBORDINATION AND SHARED COLLATERAL
Section 3.01 — Lien Priority
The Mezzanine Lender hereby acknowledges and agrees that all Liens of the Senior Agent (on behalf of the Senior Lenders) on the Collateral, whether now existing or hereafter arising, shall be and remain senior to and shall have priority over all Liens of the Mezzanine Lender on such Collateral, whether now existing or hereafter arising, regardless of the time, manner, or order of perfection, attachment, or grant of any such Liens, regardless of the time, manner, or order of filing or recording of any financing statements, mortgages, deeds of trust, or other documents relating to any such Liens, and regardless of anything contained in the UCC or any applicable law, decision, or agreement to the contrary. The Mezzanine Lender's Liens on the Common Collateral (which as of the date hereof includes 100% of the equity interests of Redstone Digital Wagering, LLC and 100% of the equity interests of Redstone Tribal Management, Inc., and certain intellectual property assets related to the "RedBet" wagering software, as more particularly described on Exhibit D) are and shall at all times be second-priority Liens, junior, subject, and subordinate in all respects to the first-priority Liens of the Senior Agent.
This Section 3.01 shall be effective and enforceable as among the Senior Agent, the Mezzanine Lender, and the Borrower, and the Mezzanine Lender hereby waives any right it may have under applicable law to challenge or contest the priority established hereby, including any right arising under Sections 9-322 or 9-339 of the UCC.
Section 3.02 — Prohibition on Contesting Liens
(a) The Mezzanine Lender hereby agrees that it shall not, and shall not authorize, instruct, or encourage any Person to, contest, challenge, or raise any objection to the validity, perfection, priority, or enforceability of any Lien of the Senior Agent on the Collateral (including the Common Collateral), whether in any judicial proceeding, Insolvency Proceeding, or otherwise. The Mezzanine Lender further agrees that it shall not seek to avoid, subordinate, or recharacterize any Lien of the Senior Agent under Section 510, 544, 547, 548, 549, 550, or 553 of the Bankruptcy Code or any applicable state law.
(b) The Senior Agent hereby agrees that it shall not contest the validity, perfection, or enforceability of the second-priority Liens of the Mezzanine Lender on the Common Collateral, subject in all respects to the priority, subordination, standstill, turnover, and other terms and provisions of this Agreement.
Section 3.03 — Standstill
(a) Following the occurrence and during the continuance of an Event of Default under the Mezzanine Documents, the Mezzanine Lender shall not take any Enforcement Action with respect to the Common Collateral, or take any other action to foreclose upon, collect, seize, attach, levy upon, or otherwise realize upon or enforce any Lien on the Common Collateral, for a period of 180 days (the "Standstill Period") after delivering written notice of such Event of Default to the Senior Agent in accordance with Section 10.01 of this Agreement. Such written notice shall specify in reasonable detail the nature and basis of the Event of Default, the specific provisions of the Mezzanine Documents alleged to have been breached, and the Enforcement Actions the Mezzanine Lender proposes to take following the expiration of the Standstill Period.
(b) During the Standstill Period, the Senior Agent shall have the exclusive right to exercise remedies with respect to the Common Collateral, including the right to foreclose upon, sell, dispose of, or otherwise realize upon the Common Collateral, and the Mezzanine Lender shall not take any action that would interfere with or impede such exercise of remedies. The Senior Agent shall not be under any obligation to exercise any remedy during the Standstill Period or at any other time.
(c) After the expiration of the Standstill Period, the Mezzanine Lender may take Enforcement Actions with respect to the Common Collateral in accordance with the terms of the Mezzanine Security Agreement and applicable law; provided, however, that:
(i) all proceeds from any such Enforcement Action shall be applied in accordance with the waterfall provisions of Section 5.02 of this Agreement, and the Mezzanine Lender shall not retain any proceeds from any Enforcement Action unless and until all Senior Indebtedness has been indefeasibly paid in full in cash;
(ii) the Senior Agent's Liens shall attach to any proceeds received by or on behalf of the Mezzanine Lender from any Enforcement Action to the extent that any Senior Indebtedness remains outstanding, and the Mezzanine Lender shall promptly turn over such proceeds to the Senior Agent in accordance with Section 5.01; and
(iii) the Mezzanine Lender shall comply with all applicable gaming regulatory requirements, including any notice or approval requirements of the Nevada Gaming Control Board, the Arizona Department of Gaming, or the New Mexico Gaming Control Board.
(d) Notwithstanding anything to the contrary in this Section 3.03, the Standstill Period shall terminate automatically upon the Discharge of Senior Indebtedness.
Section 3.04 — No Interference
The Mezzanine Lender shall not take any action that would impede, delay, interfere with, or otherwise hinder any Enforcement Action taken by the Senior Agent with respect to any Collateral, including any foreclosure, sale, lease, exchange, transfer, or other disposition of Collateral, whether conducted pursuant to the UCC, judicial foreclosure, or otherwise, and whether occurring before, during, or after the Standstill Period. The Mezzanine Lender shall not object to or oppose any motion, application, or petition filed by the Senior Agent in any court or Insolvency Proceeding seeking authority to exercise remedies with respect to the Collateral.
Section 3.05 — Release of Liens
(a) If the Senior Agent releases or agrees to release its Lien on any item of Collateral in connection with a permitted sale, disposition, foreclosure, or other transfer of such Collateral under or in accordance with the Senior Credit Documents, the Mezzanine Lender's corresponding Lien on such Collateral shall be automatically and simultaneously released without further action by the Mezzanine Lender, and the Mezzanine Lender hereby consents to each such release.
(b) The Mezzanine Lender hereby irrevocably appoints the Senior Agent as its attorney-in-fact, with full power of substitution, to execute and deliver, on behalf of the Mezzanine Lender, any release, termination statement, lien release, reconveyance, satisfaction, or discharge of any Lien of the Mezzanine Lender on any Collateral that is the subject of a release pursuant to this Section 3.05. The Mezzanine Lender shall also promptly execute and deliver any release documents, UCC termination statements, or other instruments reasonably requested by the Senior Agent in connection with any such release.
(c) To the extent that the proceeds of any such sale, disposition, or transfer are not required to be applied to the Senior Indebtedness, the Mezzanine Lender's Lien shall attach to such proceeds in accordance with the priority established by this Agreement.
Section 3.06 — Limitations on Mezzanine Collateral
The Parties acknowledge and agree that, due to Nevada gaming regulatory restrictions, which require prior approval by the Nevada Gaming Control Board for pledges, encumbrances, or other security interests in gaming real property and certain gaming-related assets, no real property Liens shall be granted to the Mezzanine Lender in connection with the Mezzanine Indebtedness. The Mezzanine Lender's collateral package is limited to second-priority pledges of (a) 100% of the equity interests of Redstone Digital Wagering, LLC, (b) 100% of the equity interests of Redstone Tribal Management, Inc., and (c) assignments of intellectual property assets related to the "RedBet" proprietary wagering software, as more particularly described on Exhibit D. The Mezzanine Lender shall not seek or obtain any additional collateral, guaranties, or security for the Mezzanine Indebtedness without the prior written consent of the Senior Agent.
ARTICLE IV — INSOLVENCY PROCEEDINGS
Section 4.01 — Subordination in Insolvency
In the event of any Insolvency Proceeding involving the Borrower or any Borrower Subsidiary, the provisions of this Agreement shall continue in full force and effect, and the subordination, standstill, turnover, and other provisions hereof shall apply with full force to all distributions, payments, and other transfers of property made in, or in connection with, such Insolvency Proceeding. Without limiting the generality of the foregoing, all Senior Indebtedness shall be indefeasibly paid in full in cash before any payment, distribution, or other transfer of property, whether in cash, property, securities, or otherwise, shall be made to or for the benefit of the Mezzanine Lender on account of the Mezzanine Indebtedness. The Mezzanine Lender agrees that the provisions of this Agreement constitute a "subordination agreement" within the meaning of Section 510(a) of the Bankruptcy Code and are intended to be enforceable to the fullest extent permitted by applicable law in any Insolvency Proceeding.
Section 4.02 — Filing of Claims
The Mezzanine Lender shall have the right to file proofs of claim and otherwise participate in any Insolvency Proceeding involving the Borrower or any Borrower Subsidiary in order to preserve its claims and protect its interests; provided, however, that:
(a) The Mezzanine Lender shall not vote in favor of, approve, consent to, or support any plan of reorganization, arrangement, adjustment, or composition (or any disclosure statement related thereto) that is not acceptable to the Senior Agent unless and until all Senior Indebtedness is to be indefeasibly paid in full in cash under such plan on or prior to the effective date of such plan, all commitments under the Senior Credit Agreement are to be terminated, and all letters of credit are to be cash collateralized or backstopped in accordance with the requirements for the Discharge of Senior Indebtedness;
(b) The Mezzanine Lender agrees that any distribution or payment (whether in cash, property, securities, or otherwise) made in such Insolvency Proceeding that would otherwise be payable to, or distributable to, the Mezzanine Lender on account of the Mezzanine Indebtedness shall be paid over and delivered to the Senior Agent, in the form received, for application to the Senior Indebtedness until the Discharge of Senior Indebtedness. The Mezzanine Lender hereby irrevocably authorizes and directs the debtor, trustee, receiver, liquidator, or similar person or entity administering such Insolvency Proceeding to make all payments and distributions in respect of the Mezzanine Indebtedness directly to the Senior Agent until the Discharge of Senior Indebtedness; and
(c) The Mezzanine Lender shall not seek to have the subordination provisions of this Agreement set aside, avoided, or otherwise rendered unenforceable in any Insolvency Proceeding, including under Section 510(c) of the Bankruptcy Code.
If the Mezzanine Lender fails to timely file a proof of claim or take other action to preserve its claims in any Insolvency Proceeding involving the Borrower or any Borrower Subsidiary, the Senior Agent shall be subrogated to the rights of the Mezzanine Lender to file such proof of claim or take such action, and the Mezzanine Lender hereby irrevocably appoints the Senior Agent as its attorney-in-fact for such purpose.
Section 4.03 — DIP Financing
(a) The Mezzanine Lender hereby agrees that it shall not object to, oppose, contest, or take any other action to prevent, any debtor-in-possession financing (including any financing provided under Section 364 of the Bankruptcy Code) that has been approved or consented to by the Senior Agent; provided, however, that such financing shall not require the priming of the Mezzanine Lender's Liens on the Common Collateral (that is, the grant of Liens on the Common Collateral that are senior to or pari passu with the Mezzanine Lender's second-priority Liens) unless the Mezzanine Lender receives adequate protection in accordance with applicable law, including Sections 361 and 363(e) of the Bankruptcy Code.
(b) The Mezzanine Lender agrees that it shall not seek adequate protection solely in the form of additional or replacement Liens on the Collateral that are senior to or pari passu with the Senior Agent's first-priority Liens, and that any adequate protection Liens granted to the Mezzanine Lender shall be junior and subordinate to (i) the first-priority Liens of the Senior Agent, (ii) any Liens granted to any debtor-in-possession lender approved by the Senior Agent, and (iii) any adequate protection Liens granted to the Senior Agent or the Senior Lenders.
(c) Without limiting the foregoing, the Mezzanine Lender shall not object to or oppose any use of cash collateral (as defined in Section 363(a) of the Bankruptcy Code) that has been approved or consented to by the Senior Agent.
Section 4.04 — Avoidance Actions
If any payment, distribution, or transfer to the Senior Agent or any Senior Lender on account of Senior Indebtedness is avoided, set aside, invalidated, declared fraudulent, or otherwise required to be repaid, disgorged, or returned by the Senior Agent or any Senior Lender to the Borrower, any Borrower Subsidiary, a trustee, a receiver, or any other Person pursuant to any judgment, decree, order, or settlement, whether in connection with any Insolvency Proceeding, preference action (including under Section 547 of the Bankruptcy Code), fraudulent transfer action (including under Sections 548 or 550 of the Bankruptcy Code), or otherwise, then the subordination, standstill, turnover, and other provisions of this Agreement shall be reinstated and shall apply with full force and effect to the same extent as if such payment, distribution, or transfer had not been made. The Senior Agent and the Senior Lenders shall be entitled to the benefits of the subordination provisions of this Agreement with respect to any such reinstated Senior Indebtedness to the same extent as if such Senior Indebtedness had never been paid. The Mezzanine Lender agrees that it will not assert that this reinstatement provision is unenforceable or that the subordination provisions of this Agreement should not be reinstated.
ARTICLE V — TURNOVER AND APPLICATION OF PROCEEDS
Section 5.01 — Turnover Obligation
If the Mezzanine Lender receives any payment, distribution, or proceeds (in cash, property, securities, or otherwise) on account of the Mezzanine Indebtedness at a time when such payment, distribution, or proceeds is prohibited by, or otherwise in violation of, the terms of this Agreement (including any payment received during a Payment blockage Period, any payment received after the acceleration of the Senior Indebtedness and prior to the Discharge of Senior Indebtedness, or any distribution or payment received in or in connection with an Insolvency Proceeding), the Mezzanine Lender shall:
(a) Hold such payment, distribution, or proceeds in trust for the sole and exclusive benefit of the Senior Agent (on behalf of the Senior Lenders), segregated from any other funds of the Mezzanine Lender, and shall not commingle such amounts with any other assets of the Mezzanine Lender;
(b) Promptly (and in any event within two (2) Business Days of receipt thereof) deliver and pay over such payment, distribution, or proceeds to the Senior Agent, in the exact form received (with any necessary endorsements), together with a written description of the source and amount of such payment; and
(c) Pending such delivery, the Mezzanine Lender shall not invest, pledge, hypothecate, or otherwise dispose of such payment, distribution, or proceeds, and the Mezzanine Lender shall have no equitable or beneficial interest therein.
The Senior Agent shall apply any amounts received pursuant to this Section 5.01 to the outstanding Senior Indebtedness in accordance with the terms of the Senior Credit Agreement, and such application shall not constitute a waiver of any Event of Default under the Senior Credit Agreement or under this Agreement. The Mezzanine Lender shall have no claim or right of recoupment against the Senior Agent or any Senior Lender with respect to any amounts turned over pursuant to this Section 5.01, except to the extent of any subrogation rights arising under Section 5.03.
Section 5.02 — Waterfall / Application of Proceeds
All proceeds from the exercise of any Enforcement Action with respect to the Common Collateral, whether realized by the Senior Agent, the Mezzanine Lender, or any other Person, and whether obtained by foreclosure, sale, collection, levy, attachment, realization, or otherwise, shall be received, held, and applied in the following order of priority:
First, to the payment of all costs, fees, and expenses of the Senior Agent incurred in connection with the exercise of remedies and the enforcement of its Liens and rights with respect to the Common Collateral, including reasonable attorneys' fees and expenses, receiver's fees, appraisal costs, environmental investigation costs, and all other costs and expenses incurred in connection with the care, preservation, protection, collection, sale, or other disposition of the Common Collateral;
Second, to the indefeasible payment in full in cash of all outstanding Senior Indebtedness (including all principal, accrued and unpaid interest, fees, expenses, indemnities, reimbursement obligations, and all other amounts owing under or in respect of the Senior Credit Documents) until the Discharge of Senior Indebtedness has occurred;
Third, to the payment of all costs, fees, and expenses of the Mezzanine Lender incurred in connection with the exercise of remedies and the enforcement of its Liens and rights with respect to the Common Collateral, including reasonable attorneys' fees and expenses;
Fourth, to the indefeasible payment in full in cash of all outstanding Mezzanine Indebtedness (including all principal, accrued and unpaid cash interest, accrued and capitalized PIK interest, fees, premiums (including call protection premiums and make-whole premiums, if any), expenses, indemnities, and all other amounts owing under or in respect of the Mezzanine Documents); and
Fifth, to the Borrower or as otherwise directed by a court of competent jurisdiction or applicable law.
The Senior Agent shall have no obligation to marshal any Collateral or to exercise any remedy with respect to any particular item of Collateral before any other. The Mezzanine Lender waives any right it may have to require the marshaling of assets of the Borrower or any Borrower Subsidiary.
Section 5.03 — Subrogation
Following the Discharge of Senior Indebtedness, the Mezzanine Lender shall be subrogated to the rights of the Senior Lenders to the extent of any payments or distributions made to the Senior Agent by or on behalf of the Mezzanine Lender pursuant to this Article V. No such subrogation rights shall arise, accrue, or become exercisable until the Discharge of Senior Indebtedness, and until such time, the Mezzanine Lender shall not assert, enforce, or otherwise exercise any such subrogation rights. The Mezzanine Lender agrees that it will not take any action or exercise any rights arising by reason of subrogation that would contravene the subordination, standstill, turnover, or other provisions of this Agreement.
ARTICLE VI — REPRESENTATIONS AND WARRANTIES
Section 6.01 — Representations of the Senior Agent
The Senior Agent hereby represents and warrants to the Mezzanine Lender and the Borrower as of the date hereof as follows:
(a) Organization. The Senior Agent is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, and has full corporate power and authority to conduct its business as currently conducted.
(b) Power and Authority. The Senior Agent has full power and authority to enter into, execute, deliver, and perform its obligations under this Agreement in its capacity as Administrative Agent under the Senior Credit Agreement and on behalf of the Senior Lenders.
(c) Authorization. The execution, delivery, and performance of this Agreement by the Senior Agent have been duly authorized by all necessary corporate action, including authorization by the Required Lenders under the Senior Credit Agreement to the extent required by the terms thereof.
(d) Enforceability. This Agreement constitutes the legal, valid, and binding obligation of the Senior Agent, enforceable against the Senior Agent in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(e) Senior Credit Agreement. The Senior Credit Agreement is in full force and effect and has not been terminated. The Senior Credit Facility has a total committed amount of $200,000,000, and, as of September 30, 2022, $142,000,000 in principal amount was drawn and outstanding under the Senior Credit Facility. The Senior Agent is not aware of any Event of Default under the Senior Credit Agreement that has occurred and is continuing as of the date hereof.
(f) No Conflict. The execution, delivery, and performance of this Agreement by the Senior Agent do not and will not (i) violate the organizational documents of the Senior Agent, (ii) violate any applicable law, regulation, or order binding on the Senior Agent, or (iii) result in a breach of or default under any material agreement to which the Senior Agent is a party.
Section 6.02 — Representations of the Mezzanine Lender
The Mezzanine Lender hereby represents and warrants to the Senior Agent and the Borrower as of the date hereof as follows:
(a) Organization. Pinnacle Bridge Capital Partners, LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Pinnacle Bridge Capital Management, LLC, a Delaware limited liability company, is the sole general partner of Pinnacle Bridge Capital Partners, LP and has full authority to act on behalf of Pinnacle Bridge Capital Partners, LP. Pinnacle Bridge Mezzanine Opportunities Fund IV, LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, and Pinnacle Bridge Capital Partners, LP is authorized to enter into this Agreement on behalf of the Mezzanine Fund.
(b) Power and Authority. The Mezzanine Lender has full power and authority to enter into, execute, deliver, and perform its obligations under this Agreement on behalf of itself and Pinnacle Bridge Mezzanine Opportunities Fund IV, LP.
(c) Authorization. The execution, delivery, and performance of this Agreement by the Mezzanine Lender have been duly authorized by all necessary partnership action and limited liability company action by Pinnacle Bridge Capital Management, LLC, as general partner.
(d) Enforceability. This Agreement constitutes the legal, valid, and binding obligation of the Mezzanine Lender, enforceable against the Mezzanine Lender (and the Mezzanine Fund) in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity.
(e) Familiarity with Senior Credit Documents. The Mezzanine Lender has received and reviewed copies of the Senior Credit Agreement and the other Senior Credit Documents, and is familiar with the terms and provisions thereof, including the financial covenants, negative covenants, and events of default contained therein. The Mezzanine Lender acknowledges that it has entered into this Agreement voluntarily, with full knowledge of the terms of the Senior Credit Documents, and that the subordination, standstill, turnover, and other provisions of this Agreement are reasonable and necessary to protect the interests of the Senior Agent and the Senior Lenders.
(f) Acknowledgment of Subordination. The Mezzanine Lender acknowledges and agrees that the Mezzanine Indebtedness and the Liens securing the Mezzanine Indebtedness are subordinated to the Senior Indebtedness and the Liens securing the Senior Indebtedness on the terms and conditions set forth in this Agreement, and that the Senior Agent and the Senior Lenders are relying on such subordination in connection with (among other things) the consent described in Article VIII.
(g) No Conflict. The execution, delivery, and performance of this Agreement by the Mezzanine Lender do not and will not (i) violate the organizational documents of the Mezzanine Lender or the Mezzanine Fund, (ii) violate any applicable law, regulation, or order binding on the Mezzanine Lender or the Mezzanine Fund, or (iii) result in a breach of or default under any material agreement to which the Mezzanine Lender or the Mezzanine Fund is a party.
Section 6.03 — Representations of the Borrower
The Borrower hereby represents and warrants to the Senior Agent and the Mezzanine Lender as of the date hereof as follows:
(a) Organization. Redstone Gaming Corp. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, and is duly qualified to transact business in each jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification.
(b) Authorization; Board Approval. The Borrower is duly authorized to enter into this Agreement. The Board of Directors of the Borrower has duly authorized the execution, delivery, and performance of this Agreement, and no other corporate or stockholder action is required.
(c) No Conflict. The execution and delivery of this Agreement do not and will not (i) conflict with or violate any provision of the Borrower's Amended and Restated Articles of Incorporation or Bylaws, (ii) violate any applicable law, rule, or regulation (including Nevada gaming regulations, including Nevada Revised Statutes Chapter 463 and the regulations of the Nevada Gaming Commission and the Nevada Gaming Control Board), (iii) result in a breach of or default under any material agreement, contract, or instrument to which the Borrower is a party or by which any of its assets is bound, or (iv) result in the creation of any Lien on any of the Borrower's assets, other than the Liens contemplated by the Mezzanine Security Agreement.
(d) Gaming Licenses. The Borrower holds active and unrestricted gaming licenses from the Nevada Gaming Control Board (License No. NGC-2019-00847), the Arizona Department of Gaming, and the New Mexico Gaming Control Board. No proceedings are pending or, to the knowledge of the Borrower, threatened that could reasonably be expected to result in the revocation, suspension, limitation, or material modification of any such gaming license. The incurrence of the Mezzanine Indebtedness and the execution and delivery of this Agreement and the Mezzanine Documents have been disclosed to, and do not require the prior approval of, the Nevada Gaming Control Board or any other gaming regulatory authority (other than any required post-closing notifications, which the Borrower will timely make).
(e) Subsidiaries. Redstone Digital Wagering, LLC (EIN 88-0587214) is a limited liability company organized under the laws of Nevada and is a wholly owned subsidiary of the Borrower, holding and operating the Borrower's digital wagering platform. Redstone Tribal Management, Inc. (EIN 88-0601889) is a corporation organized under the laws of Nevada and is a wholly owned subsidiary of the Borrower, holding and administering tribal gaming management contracts in Arizona and New Mexico.
(f) Pro Forma Compliance. After giving pro forma effect to the incurrence of the Mezzanine Indebtedness, the Borrower

INTERCREDITOR AND SUBORDINATION AGREEMENT

INTERCREDITOR AND SUBORDINATION AGREEMENT

INTERCREDITOR AND SUBORDINATION AGREEMENT

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WHEREAS:

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