1033-00002 · Redstone Gaming Corp · Closing Deliverables

comfort-letter-request-to-kaplan-feld.docx DOCUMENT Capital Markets

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CALDERWOOD & HARKNESS LLP Attorneys at Law

7 Times Square, 38th Floor New York, New York 10036 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

October 20, 2025

VIA EMAIL AND OVERNIGHT DELIVERY

Kaplan Feld & Associates LLP

Attn: Sandra Meyers, CPA, Engagement Partner

2049 Century Park East, Suite 3100 Los Angeles, California 90067

Re: Request for Comfort Letters — Redstone Gaming Corp. $180,000,000 Follow-On Equity Offering of Common Stock; SEC File No. 333-278401; CIK No. 0001847293

Dear Ms. Meyers:

1. Introduction and Purpose

Calderwood & Harkness LLP represents Redstone Gaming Corp., a Delaware corporation ("RGC" or the "Company"), in connection with the Company's underwritten public offering (the "Offering") of 6,557,377 shares of the Company's common stock, par value $0.001 per share (CUSIP: 76134Q 108), plus an over-allotment option granted to the Underwriters (as defined below) to purchase up to 983,606 additional shares of common stock (representing 15% of the base offering), for a maximum of 7,540,983 shares, at an anticipated public offering price of $27.45 per share, for aggregate gross proceeds of approximately $180,000,000 (or approximately $207,000,000 if the over-allotment option is exercised in full) (the "Offering").

The Offering is being made pursuant to a Registration Statement on Form S-3 (File No. 333-278401) (the "Registration Statement"), originally filed with the Securities and Exchange Commission (the "SEC") on March 14, 2024, and declared effective on March 28, 2024, and a prospectus supplement (the "Prospectus Supplement") to be filed with the SEC under Rule 424(b)(5) of the Securities Act of 1933, as amended (the "Securities Act"), together with the base prospectus included in the Registration Statement (collectively, the "Prospectus").

The underwriting syndicate for the Offering consists of the following firms (collectively, the "Underwriters"):

(i) Pinnacle Zanthor & Co., 280 Park Avenue, New York, New York 10017, serving as lead bookrunning manager;

(ii) Hargrove Williams Securities LLC, 600 Lexington Avenue, Suite 2200, New York, New York 10022, serving as joint bookrunning manager; and

(iii) Clearwater Capital Markets Inc., 100 South Charles Street, Suite 1400, Baltimore, Maryland 21201, serving as co-manager.

The Underwriters are represented by counsel Whitmore & Pratt LLP, 51 West 52nd Street, New York, New York 10019 (Thomas Beaumont, partner).

We understand that Kaplan Feld & Associates LLP ("Kaplan Feld" or the "Firm") serves as the Company's independent registered public accounting firm. In that capacity, Kaplan Feld has audited the Company's consolidated financial statements for the fiscal year ended December 31, 2024, and has reviewed the Company's unaudited condensed consolidated interim financial statements, each as further described below and each incorporated by reference in the Registration Statement and the Prospectus Supplement.

The purpose of this letter is to request the issuance by Kaplan Feld of the following comfort letters in connection with the Offering:

(a) an initial comfort letter (the "Initial Comfort Letter"), to be delivered at the time of execution of the Underwriting Agreement (as defined below) among the Company and the Underwriters, which execution is expected to occur on or about October 28, 2025; and

(b) a bring-down comfort letter (the "Bring-Down Comfort Letter" and, together with the Initial Comfort Letter, the "Comfort Letters"), to be delivered at the closing of the Offering, which is expected to occur on or about October 31, 2025.

The specific scope, content, and delivery requirements for each of the Comfort Letters are described in detail in the following sections of this letter.

2. Underwriting Agreement Requirements

The Offering will be conducted pursuant to an Underwriting Agreement (the "Underwriting Agreement") to be entered into among Redstone Gaming Corp. and the Underwriters, namely Pinnacle Zanthor & Co. (as lead bookrunning manager), Hargrove Williams Securities LLC (as joint bookrunning manager), and Clearwater Capital Markets Inc. (as co-manager). The form of the Underwriting Agreement is currently being negotiated among the parties and their respective counsel, and we expect the Underwriting Agreement to be executed on or about October 28, 2025.

The delivery of both the Initial Comfort Letter and the Bring-Down Comfort Letter is a condition precedent to the obligations of the Underwriters to consummate the purchase of shares at the closing of the Offering. Specifically, the Underwriting Agreement will provide, as is customary, that the Underwriters shall not be obligated to purchase any shares of common stock unless, among other conditions, each of the Initial Comfort Letter and the Bring-Down Comfort Letter shall have been delivered to the Underwriters and shall be in form and substance satisfactory to the Underwriters and their counsel.

The Comfort Letters should be addressed to each of the following parties:

(i) Pinnacle Zanthor & Co., 280 Park Avenue, New York, New York 10017;

(ii) Hargrove Williams Securities LLC, 600 Lexington Avenue, Suite 2200, New York, New York 10022;

(iii) Clearwater Capital Markets Inc., 100 South Charles Street, Suite 1400, Baltimore, Maryland 21201; and

(iv) Calderwood & Harkness LLP, 7 Times Square, 38th Floor, New York, New York 10036.

The Comfort Letters should be prepared in accordance with AU-C Section 920, Letters for Underwriters and Certain Other Requesting Parties (formerly Statement on Auditing Standards ("SAS") No. 72, as amended by SAS No. 76 and SAS No. 86), as issued by the American Institute of Certified Public Accountants ("AICPA"). We recognize that AU-C Section 920 establishes the professional standards governing the form and content of comfort letters and that the Firm's obligations in connection with the Comfort Letters are subject to those standards. We believe the requests set forth in this letter are consistent with AU-C Section 920 in all material respects.

3. Financial Statements and Periods to be Covered

3.1 Audited Financial Statements

The Comfort Letters should cover the consolidated financial statements of Redstone Gaming Corp. for the fiscal year ended December 31, 2024 (the "Audited Financial Statements"), as included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended by the Company's Form 10-K/A filed with the SEC on July 15, 2025 (together, the "2024 Form 10-K"), which is incorporated by reference in the Registration Statement and the Prospectus Supplement.

With respect to the Audited Financial Statements, we request that the Comfort Letters confirm the following key audited financial figures:

• Total revenues for fiscal year 2024: $2,470,000,000;

• Adjusted EBITDA for fiscal year 2024: $612,000,000; and

• Net income for fiscal year 2024: $187,000,000.

In addition, we request that the Comfort Letters confirm that Kaplan Feld's audit of the Audited Financial Statements was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the "PCAOB"), and that Kaplan Feld's report thereon, dated as set forth in the 2024 Form 10-K, was issued in accordance with such standards.

Further, we request that the Comfort Letters confirm the independence of Kaplan Feld & Associates LLP with respect to RGC within the meaning of the Securities Act and the applicable rules and regulations of the SEC and the PCAOB, including but not limited to Rule 2-01 of Regulation S-X promulgated under the Securities Act and the Exchange Act, throughout the audit period and through the date of the applicable Comfort Letter.

3.2 Unaudited Interim Financial Statements

The Comfort Letters should also cover the unaudited condensed consolidated financial statements (the "Interim Financial Statements") included in the Company's most recent Quarterly Report on Form 10-Q filed with the SEC, which is incorporated by reference in the Registration Statement and the Prospectus Supplement.

We request that the Comfort Letters state that Kaplan Feld's review of the Interim Financial Statements was conducted in accordance with the standards of the PCAOB applicable to reviews of interim financial information, including PCAOB Auditing Standard No. 4105, Reviews of Interim Financial Information.

3.3 Specific Identification of Form 10-K/A

As noted above, the Company filed a Form 10-K/A with the SEC on July 15, 2025, amending its originally filed Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The Form 10-K/A revised certain disclosures and financial statement presentations set forth in the original filing. We request that the Comfort Letters specifically address and cover the financial statements as set forth in the Form 10-K/A (rather than, or in addition to, the originally filed Form 10-K), to the extent there are any differences between the two filings that affect the financial data or presentations covered by the Comfort Letters. Please confirm that the Firm is prepared to cover the financial statements as presented in the Form 10-K/A in the Comfort Letters.

4. Cut-Off Date and Subsequent Changes Period

For the Initial Comfort Letter, we request that the "Cut-Off Date" be no earlier than three (3) business days prior to the date of the Initial Comfort Letter. Accordingly, if the Initial Comfort Letter is dated October 28, 2025, the Cut-Off Date should be no earlier than October 23, 2025.

For the Bring-Down Comfort Letter, we request that the Cut-Off Date be no earlier than two (2) business days prior to the closing date of the Offering. Accordingly, if the closing occurs on October 31, 2025, the Cut-Off Date for the Bring-Down Comfort Letter should be no earlier than October 29, 2025.

We request that each of the Comfort Letters address whether, during the period from the date of the most recent balance sheet included in the Interim Financial Statements (the "Latest Balance Sheet Date") through the applicable Cut-Off Date (the "Subsequent Changes Period"), there has been any change in the following specified financial line items of the Company:

(a) Total stockholders' equity. Any decrease in total stockholders' equity as compared to the amount reported on the Latest Balance Sheet Date.

(b) Total long-term debt. Any increase in total long-term debt (including current maturities thereof) as compared to the amount reported on the Latest Balance Sheet Date. For reference, the Company's long-term indebtedness as of the Latest Balance Sheet Date includes the following:

(i) 6.25% Senior Secured Notes due June 15, 2028, in an aggregate principal amount of $325,000,000 outstanding;

(ii) 5.875% Senior Notes due September 20, 2031, in an aggregate principal amount of $200,000,000 outstanding; and

(iii) Revolving Credit Facility with Meridian National Bank, N.A., as administrative agent, with a total commitment of $400,000,000 and approximately $135,000,000 drawn as of the Latest Balance Sheet Date.

(c) Net income or loss. Any decrease in net income (or increase in net loss) for the period from the beginning of the current fiscal year through the applicable Cut-Off Date, as compared to the corresponding period of the preceding fiscal year.

(d) Total revenues. Any decrease in total revenues for the period from the beginning of the current fiscal year through the applicable Cut-Off Date, as compared to the corresponding period of the preceding fiscal year.

(e) Shares of common stock outstanding. Any increase in the number of shares of common stock outstanding as compared to the number reported on the Latest Balance Sheet Date (currently 152,400,000 shares outstanding).

With respect to the foregoing, we request that any decreases or adverse changes be identified in the Comfort Letters, except to the extent that such decreases or adverse changes are specifically described or disclosed in the Prospectus Supplement.

5. Circle-Up Procedures — Specific Financial and Statistical Data

We request that the Comfort Letters cover the "circle-up" of specific financial data, figures, and statistical information appearing in the Registration Statement, the base prospectus, and the Prospectus Supplement that were derived from or are based upon the Company's accounting records, financial statements, or other financial data maintained by or derived from the books and records of the Company. The following categories of data should be covered in the circle-up procedures:

5.1 Prospectus Supplement Data

The following figures appearing on the cover page and in the body of the Prospectus Supplement relating to the terms of the Offering:

• Total offering size (base offering): $180,000,000

• Shares offered (base offering): 6,557,377 shares of common stock

• Over-allotment option: 983,606 additional shares of common stock (representing 15% of the base offering)

• Maximum shares offered including over-allotment: 7,540,983 shares

• Public offering price per share: $27.45

• Underwriting discount per share: $1.098 (representing 4.0% of the public offering price)

• Total underwriting discount (base offering): $7,200,000

• Net proceeds to the Company (base offering, before deduction of estimated offering expenses): $172,800,000

• Estimated offering expenses (excluding underwriting discount): $1,350,000

• Net proceeds to the Company after deduction of all expenses (base offering): $171,450,000

5.2 Use of Proceeds Data

The following figures and allocations appearing in the "Use of Proceeds" section of the Prospectus Supplement:

• Louisiana and Indiana expansion projects: approximately $115,000,000 (representing approximately 67% of base net proceeds), consisting of:

• Bossier City, Louisiana casino-resort development: approximately $70,000,000

• Gary, Indiana gaming facility renovation: approximately $45,000,000

• Partial retirement of 6.25% Senior Secured Notes due 2028: approximately $50,000,000, which would reduce the outstanding principal amount from $325,000,000 to approximately $275,000,000

• General corporate purposes: approximately $6,450,000

5.3 Capitalization Table Data

The following figures appearing in the "Capitalization" table of the Prospectus Supplement:

• Common stock authorized: 300,000,000 shares

• Preferred stock authorized: 10,000,000 shares (none issued or outstanding)

• Common stock outstanding (pre-offering): 152,400,000 shares

• Common stock outstanding (post-offering, base offering only): 158,957,377 shares

• Common stock outstanding (post-offering, maximum with full exercise of over-allotment option): 159,940,983 shares

• Par value per share of common stock: $0.001

• Treasury stock: 4,200,000 shares

• Options outstanding under the Company's 2021 Equity Incentive Plan: 3,850,000 shares at a weighted-average exercise price of $19.72 per share

5.4 Financial Highlights / Selected Financial Data

The following key financial figures and other financial data appearing in the "Summary," "Selected Consolidated Financial Data," or similar sections of the Prospectus Supplement or the documents incorporated by reference therein:

• FY 2024 total revenues: $2,470,000,000

• FY 2024 Adjusted EBITDA: $612,000,000

• FY 2024 net income: $187,000,000

• Market capitalization as of October 3, 2025: approximately $4,180,000,000

• Closing stock price on October 3, 2025: $27.43 per share

5.5 Dilution Table Data

Verification of the dilution table included in the "Dilution" section of the Prospectus Supplement, which reflects the public offering price and shows the increase in net tangible book value per share attributable to new investors, the net tangible book value per share before and after giving effect to the Offering, and the dilution per share to new investors. We note that the dilution table was revised in response to SEC Staff Comment No. 3 received on October 14, 2025, and accordingly, the Comfort Letters should cover the revised dilution table as included in the updated Prospectus Supplement.

5.6 Indebtedness Data

The following information appearing in the "Description of Indebtedness" or similarly titled section of the Prospectus Supplement or incorporated documents:

• 6.25% Senior Secured Notes due June 15, 2028: $325,000,000 aggregate principal amount outstanding; Indenture Trustee: Fidelitas Trust Company, N.A.

• 5.875% Senior Notes due September 20, 2031: $200,000,000 aggregate principal amount outstanding; Indenture Trustee: Fidelitas Trust Company, N.A.

• Revolving Credit Facility: $400,000,000 total commitment capacity; $135,000,000 currently drawn; Administrative Agent: Meridian National Bank, N.A.; Maturity Date: April 30, 2027; Interest Rate: Term SOFR plus 2.50% per annum.

5.7 Other Financial Data

In addition to the specific items enumerated above, we request that the circle-up procedures cover the following categories of financial and statistical data appearing in the Prospectus Supplement or incorporated documents that are derived from the Company's accounting records:

• Any percentage calculations, financial ratios, and per-share data (including but not limited to earnings per share, book value per share, and revenue per share data) appearing in the Prospectus Supplement or incorporated documents derived from accounting records;

• The Nevada gaming revenue concentration percentage (approximately 58% of total gaming revenue), which was added as a risk factor in response to SEC Staff comments received on October 14, 2025; and

• Any other financial, statistical, or quantitative data in the Registration Statement, base prospectus, or Prospectus Supplement that Kaplan Feld identifies as having been derived from or based upon the Company's accounting records, financial statements, or books and records.

6. Procedures for the Initial Comfort Letter

The Initial Comfort Letter should be dated as of the date of execution of the Underwriting Agreement, which is expected to be on or about October 28, 2025. The Initial Comfort Letter should contain the following elements:

(a) Independence. A statement of Kaplan Feld's independence with respect to RGC within the meaning of the Securities Act and the applicable rules and regulations of the SEC and the PCAOB, including Rule 2-01 of Regulation S-X.

(b) Compliance as to Form. An opinion that the audited consolidated financial statements and any financial statement schedules included or incorporated by reference in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the published rules and regulations thereunder, including Regulation S-X.

(c) Interim Review Standards. A statement that the unaudited interim condensed consolidated financial statements included in the Company's most recent Quarterly Report on Form 10-Q, incorporated by reference in the Registration Statement and the Prospectus Supplement, were reviewed by Kaplan Feld in accordance with the standards of the PCAOB applicable to reviews of interim financial information.

(d) Negative Assurance on Unaudited Data. Negative assurance that nothing came to the Firm's attention that caused it to believe that (i) the unaudited condensed consolidated financial statements included in the Company's most recent Quarterly Report on Form 10-Q do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the published rules and regulations thereunder, or (ii) any material modifications should be made to such unaudited condensed consolidated financial statements for them to be in conformity with U.S. generally accepted accounting principles ("GAAP") applied on a basis substantially consistent with that of the Audited Financial Statements.

(e) Circle-Up Procedures and Findings. A description of the procedures performed and the findings with respect to the agreed-upon circle-up items described in Section 5 of this letter, including comparison of the specified data to the Company's accounting records, financial statements, and other supporting documentation.

(f) Subsequent Changes. A statement regarding changes, or the absence of changes, in the specified financial statement line items set forth in Section 4 of this letter during the Subsequent Changes Period through the Cut-Off Date applicable to the Initial Comfort Letter.

7. Procedures for the Bring-Down Comfort Letter

The Bring-Down Comfort Letter should be dated as of the closing date of the Offering, which is expected to be October 31, 2025. The Bring-Down Comfort Letter should update the Initial Comfort Letter to the new Cut-Off Date, which should be no earlier than October 29, 2025, and should confirm the following:

(a) Updated Subsequent Changes Period. With respect to the Subsequent Changes Period, as extended through the updated Cut-Off Date applicable to the Bring-Down Comfort Letter, the statements made in the Initial Comfort Letter regarding changes (or the absence of changes) in specified financial statement line items would not need to be modified if the Initial Comfort Letter were to be re-issued as of the date of the Bring-Down Comfort Letter.

(b) Additional Circle-Up Items. Any new or revised circle-up items added to the final Prospectus Supplement or other offering documents between the date of the Initial Comfort Letter and the closing date of the Offering are covered by the Bring-Down Comfort Letter, and the procedures and findings with respect thereto are set forth in the Bring-Down Comfort Letter.

(c) No Modification Required. No matters have come to the Firm's attention that would require modification of any statement made in the Initial Comfort Letter.

We also note that if the Underwriters exercise the over-allotment option following the initial closing of the Offering, an additional bring-down comfort letter may be required in connection with the over-allotment closing. We request confirmation that Kaplan Feld will be available to provide such an additional bring-down comfort letter on the date of any over-allotment closing, which could occur at any time within 30 days following the date of the Prospectus Supplement, as provided in the Underwriting Agreement.

8. Draft Comfort Letter and Coordination

We respectfully request that Kaplan Feld provide a draft of the Initial Comfort Letter to Calderwood & Harkness LLP and Whitmore & Pratt LLP (underwriters' counsel) no later than October 24, 2025, in order to permit adequate time for review, comment, and resolution of any issues prior to the expected execution of the Underwriting Agreement on or about October 28, 2025.

In connection with the circle-up process, we request that a preliminary circle-up meeting or conference call be scheduled with the following participants:

• Calderwood & Harkness LLP (issuer's counsel): Brendan Walsh and Natasha Forbes

• Whitmore & Pratt LLP (underwriters' counsel): Rebecca Ling

• Redstone Gaming Corp.: Lena Okafor, Chief Financial Officer

• Kaplan Feld & Associates LLP: Sandra Meyers, Engagement Partner

We suggest scheduling the initial circle-up call during the week of October 20, 2025, at a mutually convenient time. The circle-up process should comprehensively cover all financial and statistical information contained in the Prospectus Supplement, including both the version originally filed with the SEC on October 6, 2025, and the revised version incorporating changes made in response to SEC Staff comments received on October 14, 2025. As noted above, the SEC Staff comments resulted in, among other things, an updated dilution table (responsive to Comment No. 3) and a revised use of proceeds allocation, and the circle-up procedures should cover these revised disclosures.

9. Form of Comfort Letter

The Comfort Letters should substantially conform to the illustrative form set forth in Appendix A to AU-C Section 920, adapted as appropriate for a follow-on equity offering of common stock pursuant to a shelf registration statement on Form S-3. We recognize that the illustrative forms in AU-C Section 920 are provided as guidance and that the specific form of each Comfort Letter must be tailored to the facts and circumstances of the Offering and the specific circle-up items and procedures described herein.

We note that the Underwriting Agreement will require that the Comfort Letters be in form and substance satisfactory to Pinnacle Zanthor & Co., as lead bookrunning manager (280 Park Avenue, New York, New York 10017), and Whitmore & Pratt LLP, as underwriters' counsel (51 West 52nd Street, New York, New York 10019). Accordingly, we request that Kaplan Feld coordinate directly with Whitmore & Pratt LLP (contact persons: Thomas Beaumont, partner, and Rebecca Ling, associate) regarding any additional requirements or preferences of the Underwriters with respect to the form, content, or scope of the Comfort Letters. To the extent the Underwriters or their counsel identify additional circle-up items or procedural requests, we ask that Kaplan Feld advise us promptly so that we may facilitate timely resolution of any such requests.

10. Delivery Instructions

The Comfort Letters should be delivered in accordance with the following schedule:

• Initial Comfort Letter: To be delivered on or about October 28, 2025 (the date of execution of the Underwriting Agreement and the expected pricing date for the Offering).

• Bring-Down Comfort Letter: To be delivered on October 31, 2025 (the expected closing date of the Offering).

All Comfort Letters should be delivered in executed original (hard copy) format and in PDF format via email. PDF copies of each Comfort Letter should be sent to each of the following individuals:

• Vivienne St. Claire, Partner, Calderwood & Harkness LLP

• Brendan Walsh, Lead Associate, Calderwood & Harkness LLP

• Thomas Beaumont, Partner, Whitmore & Pratt LLP

• Lena Okafor, Chief Financial Officer, Redstone Gaming Corp.

• Darren Whitfield, Executive Vice President & General Counsel, Redstone Gaming Corp.

• Aisha Rowan, Managing Director, Pinnacle Zanthor & Co. (lead bookrunning manager)

We will circulate the specific email addresses for each of the foregoing individuals under separate cover or during the initial circle-up call.

11. Timeline Summary

For convenience of reference, the following table summarizes the key milestones and target dates for the Comfort Letter process:

We emphasize that the foregoing dates are estimates based on the currently anticipated timeline for the Offering and remain subject to change. We will promptly advise Kaplan Feld of any changes to the Offering timeline that would affect the dates for delivery of the Comfort Letters.

12. Engagement and Billing

We note that the fees and expenses of Kaplan Feld in connection with the preparation and delivery of the Comfort Letters are for the account of Redstone Gaming Corp. and will be included in the Company's estimated offering expenses of $1,350,000, as disclosed in the Prospectus Supplement.

We understand that Kaplan Feld maintains an existing engagement arrangement with the Company covering audit, review, and related professional services. We request that Kaplan Feld confirm whether the Firm's existing engagement terms with the Company cover the comfort letter services described herein. If a separate engagement letter is required for the comfort letter services, we request that Kaplan Feld prepare and deliver such engagement letter directly to the following individuals at the Company for review and execution:

• Darren Whitfield, Executive Vice President & General Counsel, Redstone Gaming Corp., 3900 Las Vegas Boulevard South, Suite 1200, Las Vegas, Nevada 89119

• Lena Okafor, Chief Financial Officer, Redstone Gaming Corp., 3900 Las Vegas Boulevard South, Suite 1200, Las Vegas, Nevada 89119

We ask that any such engagement letter be provided at the earliest practicable date so as not to delay the Comfort Letter process.

13. Closing

We greatly appreciate Kaplan Feld's prompt attention to this request and your continued cooperation in connection with the Offering. Given the tight timeline, we would appreciate your confirmation of receipt of this letter and your ability to meet the milestones set forth herein at your earliest convenience.

Should you have any questions regarding the foregoing, or should you wish to discuss any aspect of the Comfort Letter request, please do not hesitate to contact either of the undersigned:

Brendan Walsh, Lead Associate, Capital Markets Calderwood & Harkness LLP 7 Times Square, 38th Floor New York, New York 10036 Direct: (212) 554-7148

Natasha Forbes, Associate, Capital Markets Calderwood & Harkness LLP 7 Times Square, 38th Floor New York, New York 10036 Direct: (212) 554-7263

We look forward to working with you and your team on this matter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Brendan Walsh Lead Associate, Capital Markets

(At the direction of Vivienne St. Claire, Responsible Partner)

cc:

Vivienne St. Claire, Partner, Calderwood & Harkness LLP Robert Adeyemi, Associate, Calderwood & Harkness LLP Lena Okafor, Chief Financial Officer, Redstone Gaming Corp. Darren Whitfield, Executive Vice President & General Counsel, Redstone Gaming Corp. Thomas Beaumont, Partner, Whitmore & Pratt LLP Rebecca Ling, Associate, Whitmore & Pratt LLP Aisha Rowan, Managing Director, Pinnacle Zanthor & Co.

Encl.: Relevant sections of the draft Underwriting Agreement specifying comfort letter requirements (for reference)

Milestone	Target Date
Circle-up call with all parties	Week of October 20, 2025
Draft Initial Comfort Letter delivered to counsel	October 24, 2025
Final Initial Comfort Letter delivered (pricing/signing of Underwriting Agreement)	October 28, 2025
Bring-Down Comfort Letter delivered (closing of Offering)	October 31, 2025

CALDERWOOD & HARKNESS LLP Attorneys at Law
7 Times Square, 38th Floor New York, New York 10036 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
October 20, 2025
VIA EMAIL AND OVERNIGHT DELIVERY
Kaplan Feld & Associates LLP
Attn: Sandra Meyers, CPA, Engagement Partner
2049 Century Park East, Suite 3100 Los Angeles, California 90067
Re: Request for Comfort Letters — Redstone Gaming Corp. $180,000,000 Follow-On Equity Offering of Common Stock; SEC File No. 333-278401; CIK No. 0001847293
Dear Ms. Meyers:
1. Introduction and Purpose
Calderwood & Harkness LLP represents Redstone Gaming Corp., a Delaware corporation ("RGC" or the "Company"), in connection with the Company's underwritten public offering (the "Offering") of 6,557,377 shares of the Company's common stock, par value $0.001 per share (CUSIP: 76134Q 108), plus an over-allotment option granted to the Underwriters (as defined below) to purchase up to 983,606 additional shares of common stock (representing 15% of the base offering), for a maximum of 7,540,983 shares, at an anticipated public offering price of $27.45 per share, for aggregate gross proceeds of approximately $180,000,000 (or approximately $207,000,000 if the over-allotment option is exercised in full) (the "Offering").
The Offering is being made pursuant to a Registration Statement on Form S-3 (File No. 333-278401) (the "Registration Statement"), originally filed with the Securities and Exchange Commission (the "SEC") on March 14, 2024, and declared effective on March 28, 2024, and a prospectus supplement (the "Prospectus Supplement") to be filed with the SEC under Rule 424(b)(5) of the Securities Act of 1933, as amended (the "Securities Act"), together with the base prospectus included in the Registration Statement (collectively, the "Prospectus").
The underwriting syndicate for the Offering consists of the following firms (collectively, the "Underwriters"):
(i) Pinnacle Zanthor & Co., 280 Park Avenue, New York, New York 10017, serving as lead bookrunning manager;
(ii) Hargrove Williams Securities LLC, 600 Lexington Avenue, Suite 2200, New York, New York 10022, serving as joint bookrunning manager; and
(iii) Clearwater Capital Markets Inc., 100 South Charles Street, Suite 1400, Baltimore, Maryland 21201, serving as co-manager.
The Underwriters are represented by counsel Whitmore & Pratt LLP, 51 West 52nd Street, New York, New York 10019 (Thomas Beaumont, partner).
We understand that Kaplan Feld & Associates LLP ("Kaplan Feld" or the "Firm") serves as the Company's independent registered public accounting firm. In that capacity, Kaplan Feld has audited the Company's consolidated financial statements for the fiscal year ended December 31, 2024, and has reviewed the Company's unaudited condensed consolidated interim financial statements, each as further described below and each incorporated by reference in the Registration Statement and the Prospectus Supplement.
The purpose of this letter is to request the issuance by Kaplan Feld of the following comfort letters in connection with the Offering:
(a) an initial comfort letter (the "Initial Comfort Letter"), to be delivered at the time of execution of the Underwriting Agreement (as defined below) among the Company and the Underwriters, which execution is expected to occur on or about October 28, 2025; and
(b) a bring-down comfort letter (the "Bring-Down Comfort Letter" and, together with the Initial Comfort Letter, the "Comfort Letters"), to be delivered at the closing of the Offering, which is expected to occur on or about October 31, 2025.
The specific scope, content, and delivery requirements for each of the Comfort Letters are described in detail in the following sections of this letter.
2. Underwriting Agreement Requirements
The Offering will be conducted pursuant to an Underwriting Agreement (the "Underwriting Agreement") to be entered into among Redstone Gaming Corp. and the Underwriters, namely Pinnacle Zanthor & Co. (as lead bookrunning manager), Hargrove Williams Securities LLC (as joint bookrunning manager), and Clearwater Capital Markets Inc. (as co-manager). The form of the Underwriting Agreement is currently being negotiated among the parties and their respective counsel, and we expect the Underwriting Agreement to be executed on or about October 28, 2025.
The delivery of both the Initial Comfort Letter and the Bring-Down Comfort Letter is a condition precedent to the obligations of the Underwriters to consummate the purchase of shares at the closing of the Offering. Specifically, the Underwriting Agreement will provide, as is customary, that the Underwriters shall not be obligated to purchase any shares of common stock unless, among other conditions, each of the Initial Comfort Letter and the Bring-Down Comfort Letter shall have been delivered to the Underwriters and shall be in form and substance satisfactory to the Underwriters and their counsel.
The Comfort Letters should be addressed to each of the following parties:
(i) Pinnacle Zanthor & Co., 280 Park Avenue, New York, New York 10017;
(ii) Hargrove Williams Securities LLC, 600 Lexington Avenue, Suite 2200, New York, New York 10022;
(iii) Clearwater Capital Markets Inc., 100 South Charles Street, Suite 1400, Baltimore, Maryland 21201; and
(iv) Calderwood & Harkness LLP, 7 Times Square, 38th Floor, New York, New York 10036.
The Comfort Letters should be prepared in accordance with AU-C Section 920, Letters for Underwriters and Certain Other Requesting Parties (formerly Statement on Auditing Standards ("SAS") No. 72, as amended by SAS No. 76 and SAS No. 86), as issued by the American Institute of Certified Public Accountants ("AICPA"). We recognize that AU-C Section 920 establishes the professional standards governing the form and content of comfort letters and that the Firm's obligations in connection with the Comfort Letters are subject to those standards. We believe the requests set forth in this letter are consistent with AU-C Section 920 in all material respects.
3. Financial Statements and Periods to be Covered
3.1 Audited Financial Statements
The Comfort Letters should cover the consolidated financial statements of Redstone Gaming Corp. for the fiscal year ended December 31, 2024 (the "Audited Financial Statements"), as included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended by the Company's Form 10-K/A filed with the SEC on July 15, 2025 (together, the "2024 Form 10-K"), which is incorporated by reference in the Registration Statement and the Prospectus Supplement.
With respect to the Audited Financial Statements, we request that the Comfort Letters confirm the following key audited financial figures:
•  Total revenues for fiscal year 2024: $2,470,000,000;
•  Adjusted EBITDA for fiscal year 2024: $612,000,000; and
•  Net income for fiscal year 2024: $187,000,000.
In addition, we request that the Comfort Letters confirm that Kaplan Feld's audit of the Audited Financial Statements was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the "PCAOB"), and that Kaplan Feld's report thereon, dated as set forth in the 2024 Form 10-K, was issued in accordance with such standards.
Further, we request that the Comfort Letters confirm the independence of Kaplan Feld & Associates LLP with respect to RGC within the meaning of the Securities Act and the applicable rules and regulations of the SEC and the PCAOB, including but not limited to Rule 2-01 of Regulation S-X promulgated under the Securities Act and the Exchange Act, throughout the audit period and through the date of the applicable Comfort Letter.
3.2 Unaudited Interim Financial Statements
The Comfort Letters should also cover the unaudited condensed consolidated financial statements (the "Interim Financial Statements") included in the Company's most recent Quarterly Report on Form 10-Q filed with the SEC, which is incorporated by reference in the Registration Statement and the Prospectus Supplement.
We request that the Comfort Letters state that Kaplan Feld's review of the Interim Financial Statements was conducted in accordance with the standards of the PCAOB applicable to reviews of interim financial information, including PCAOB Auditing Standard No. 4105, Reviews of Interim Financial Information.
3.3 Specific Identification of Form 10-K/A
As noted above, the Company filed a Form 10-K/A with the SEC on July 15, 2025, amending its originally filed Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The Form 10-K/A revised certain disclosures and financial statement presentations set forth in the original filing. We request that the Comfort Letters specifically address and cover the financial statements as set forth in the Form 10-K/A (rather than, or in addition to, the originally filed Form 10-K), to the extent there are any differences between the two filings that affect the financial data or presentations covered by the Comfort Letters. Please confirm that the Firm is prepared to cover the financial statements as presented in the Form 10-K/A in the Comfort Letters.
4. Cut-Off Date and Subsequent Changes Period
For the Initial Comfort Letter, we request that the "Cut-Off Date" be no earlier than three (3) business days prior to the date of the Initial Comfort Letter. Accordingly, if the Initial Comfort Letter is dated October 28, 2025, the Cut-Off Date should be no earlier than October 23, 2025.
For the Bring-Down Comfort Letter, we request that the Cut-Off Date be no earlier than two (2) business days prior to the closing date of the Offering. Accordingly, if the closing occurs on October 31, 2025, the Cut-Off Date for the Bring-Down Comfort Letter should be no earlier than October 29, 2025.
We request that each of the Comfort Letters address whether, during the period from the date of the most recent balance sheet included in the Interim Financial Statements (the "Latest Balance Sheet Date") through the applicable Cut-Off Date (the "Subsequent Changes Period"), there has been any change in the following specified financial line items of the Company:
(a) Total stockholders' equity. Any decrease in total stockholders' equity as compared to the amount reported on the Latest Balance Sheet Date.
(b) Total long-term debt. Any increase in total long-term debt (including current maturities thereof) as compared to the amount reported on the Latest Balance Sheet Date. For reference, the Company's long-term indebtedness as of the Latest Balance Sheet Date includes the following:
(i) 6.25% Senior Secured Notes due June 15, 2028, in an aggregate principal amount of $325,000,000 outstanding;
(ii) 5.875% Senior Notes due September 20, 2031, in an aggregate principal amount of $200,000,000 outstanding; and
(iii) Revolving Credit Facility with Meridian National Bank, N.A., as administrative agent, with a total commitment of $400,000,000 and approximately $135,000,000 drawn as of the Latest Balance Sheet Date.
(c) Net income or loss. Any decrease in net income (or increase in net loss) for the period from the beginning of the current fiscal year through the applicable Cut-Off Date, as compared to the corresponding period of the preceding fiscal year.
(d) Total revenues. Any decrease in total revenues for the period from the beginning of the current fiscal year through the applicable Cut-Off Date, as compared to the corresponding period of the preceding fiscal year.
(e) Shares of common stock outstanding. Any increase in the number of shares of common stock outstanding as compared to the number reported on the Latest Balance Sheet Date (currently 152,400,000 shares outstanding).
With respect to the foregoing, we request that any decreases or adverse changes be identified in the Comfort Letters, except to the extent that such decreases or adverse changes are specifically described or disclosed in the Prospectus Supplement.
5. Circle-Up Procedures — Specific Financial and Statistical Data
We request that the Comfort Letters cover the "circle-up" of specific financial data, figures, and statistical information appearing in the Registration Statement, the base prospectus, and the Prospectus Supplement that were derived from or are based upon the Company's accounting records, financial statements, or other financial data maintained by or derived from the books and records of the Company. The following categories of data should be covered in the circle-up procedures:
5.1 Prospectus Supplement Data
The following figures appearing on the cover page and in the body of the Prospectus Supplement relating to the terms of the Offering:
•  Total offering size (base offering): $180,000,000
•  Shares offered (base offering): 6,557,377 shares of common stock
•  Over-allotment option: 983,606 additional shares of common stock (representing 15% of the base offering)
•  Maximum shares offered including over-allotment: 7,540,983 shares
•  Public offering price per share: $27.45
•  Underwriting discount per share: $1.098 (representing 4.0% of the public offering price)
•  Total underwriting discount (base offering): $7,200,000
•  Net proceeds to the Company (base offering, before deduction of estimated offering expenses): $172,800,000
•  Estimated offering expenses (excluding underwriting discount): $1,350,000
•  Net proceeds to the Company after deduction of all expenses (base offering): $171,450,000
5.2 Use of Proceeds Data
The following figures and allocations appearing in the "Use of Proceeds" section of the Prospectus Supplement:
•  Louisiana and Indiana expansion projects: approximately $115,000,000 (representing approximately 67% of base net proceeds), consisting of:
•  Bossier City, Louisiana casino-resort development: approximately $70,000,000
•  Gary, Indiana gaming facility renovation: approximately $45,000,000
•  Partial retirement of 6.25% Senior Secured Notes due 2028: approximately $50,000,000, which would reduce the outstanding principal amount from $325,000,000 to approximately $275,000,000
•  General corporate purposes: approximately $6,450,000
5.3 Capitalization Table Data
The following figures appearing in the "Capitalization" table of the Prospectus Supplement:
•  Common stock authorized: 300,000,000 shares
•  Preferred stock authorized: 10,000,000 shares (none issued or outstanding)
•  Common stock outstanding (pre-offering): 152,400,000 shares
•  Common stock outstanding (post-offering, base offering only): 158,957,377 shares
•  Common stock outstanding (post-offering, maximum with full exercise of over-allotment option): 159,940,983 shares
•  Par value per share of common stock: $0.001
•  Treasury stock: 4,200,000 shares
•  Options outstanding under the Company's 2021 Equity Incentive Plan: 3,850,000 shares at a weighted-average exercise price of $19.72 per share
5.4 Financial Highlights / Selected Financial Data
The following key financial figures and other financial data appearing in the "Summary," "Selected Consolidated Financial Data," or similar sections of the Prospectus Supplement or the documents incorporated by reference therein:
•  FY 2024 total revenues: $2,470,000,000
•  FY 2024 Adjusted EBITDA: $612,000,000
•  FY 2024 net income: $187,000,000
•  Market capitalization as of October 3, 2025: approximately $4,180,000,000
•  Closing stock price on October 3, 2025: $27.43 per share
5.5 Dilution Table Data
Verification of the dilution table included in the "Dilution" section of the Prospectus Supplement, which reflects the public offering price and shows the increase in net tangible book value per share attributable to new investors, the net tangible book value per share before and after giving effect to the Offering, and the dilution per share to new investors. We note that the dilution table was revised in response to SEC Staff Comment No. 3 received on October 14, 2025, and accordingly, the Comfort Letters should cover the revised dilution table as included in the updated Prospectus Supplement.
5.6 Indebtedness Data
The following information appearing in the "Description of Indebtedness" or similarly titled section of the Prospectus Supplement or incorporated documents:
•  6.25% Senior Secured Notes due June 15, 2028: $325,000,000 aggregate principal amount outstanding; Indenture Trustee: Fidelitas Trust Company, N.A.
•  5.875% Senior Notes due September 20, 2031: $200,000,000 aggregate principal amount outstanding; Indenture Trustee: Fidelitas Trust Company, N.A.
•  Revolving Credit Facility: $400,000,000 total commitment capacity; $135,000,000 currently drawn; Administrative Agent: Meridian National Bank, N.A.; Maturity Date: April 30, 2027; Interest Rate: Term SOFR plus 2.50% per annum.
5.7 Other Financial Data
In addition to the specific items enumerated above, we request that the circle-up procedures cover the following categories of financial and statistical data appearing in the Prospectus Supplement or incorporated documents that are derived from the Company's accounting records:
•  Any percentage calculations, financial ratios, and per-share data (including but not limited to earnings per share, book value per share, and revenue per share data) appearing in the Prospectus Supplement or incorporated documents derived from accounting records;
•  The Nevada gaming revenue concentration percentage (approximately 58% of total gaming revenue), which was added as a risk factor in response to SEC Staff comments received on October 14, 2025; and
•  Any other financial, statistical, or quantitative data in the Registration Statement, base prospectus, or Prospectus Supplement that Kaplan Feld identifies as having been derived from or based upon the Company's accounting records, financial statements, or books and records.
6. Procedures for the Initial Comfort Letter
The Initial Comfort Letter should be dated as of the date of execution of the Underwriting Agreement, which is expected to be on or about October 28, 2025. The Initial Comfort Letter should contain the following elements:
(a) Independence. A statement of Kaplan Feld's independence with respect to RGC within the meaning of the Securities Act and the applicable rules and regulations of the SEC and the PCAOB, including Rule 2-01 of Regulation S-X.
(b) Compliance as to Form. An opinion that the audited consolidated financial statements and any financial statement schedules included or incorporated by reference in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the published rules and regulations thereunder, including Regulation S-X.
(c) Interim Review Standards. A statement that the unaudited interim condensed consolidated financial statements included in the Company's most recent Quarterly Report on Form 10-Q, incorporated by reference in the Registration Statement and the Prospectus Supplement, were reviewed by Kaplan Feld in accordance with the standards of the PCAOB applicable to reviews of interim financial information.
(d) Negative Assurance on Unaudited Data. Negative assurance that nothing came to the Firm's attention that caused it to believe that (i) the unaudited condensed consolidated financial statements included in the Company's most recent Quarterly Report on Form 10-Q do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the published rules and regulations thereunder, or (ii) any material modifications should be made to such unaudited condensed consolidated financial statements for them to be in conformity with U.S. generally accepted accounting principles ("GAAP") applied on a basis substantially consistent with that of the Audited Financial Statements.
(e) Circle-Up Procedures and Findings. A description of the procedures performed and the findings with respect to the agreed-upon circle-up items described in Section 5 of this letter, including comparison of the specified data to the Company's accounting records, financial statements, and other supporting documentation.
(f) Subsequent Changes. A statement regarding changes, or the absence of changes, in the specified financial statement line items set forth in Section 4 of this letter during the Subsequent Changes Period through the Cut-Off Date applicable to the Initial Comfort Letter.
7. Procedures for the Bring-Down Comfort Letter
The Bring-Down Comfort Letter should be dated as of the closing date of the Offering, which is expected to be October 31, 2025. The Bring-Down Comfort Letter should update the Initial Comfort Letter to the new Cut-Off Date, which should be no earlier than October 29, 2025, and should confirm the following:
(a) Updated Subsequent Changes Period. With respect to the Subsequent Changes Period, as extended through the updated Cut-Off Date applicable to the Bring-Down Comfort Letter, the statements made in the Initial Comfort Letter regarding changes (or the absence of changes) in specified financial statement line items would not need to be modified if the Initial Comfort Letter were to be re-issued as of the date of the Bring-Down Comfort Letter.
(b) Additional Circle-Up Items. Any new or revised circle-up items added to the final Prospectus Supplement or other offering documents between the date of the Initial Comfort Letter and the closing date of the Offering are covered by the Bring-Down Comfort Letter, and the procedures and findings with respect thereto are set forth in the Bring-Down Comfort Letter.
(c) No Modification Required. No matters have come to the Firm's attention that would require modification of any statement made in the Initial Comfort Letter.
We also note that if the Underwriters exercise the over-allotment option following the initial closing of the Offering, an additional bring-down comfort letter may be required in connection with the over-allotment closing. We request confirmation that Kaplan Feld will be available to provide such an additional bring-down comfort letter on the date of any over-allotment closing, which could occur at any time within 30 days following the date of the Prospectus Supplement, as provided in the Underwriting Agreement.
8. Draft Comfort Letter and Coordination
We respectfully request that Kaplan Feld provide a draft of the Initial Comfort Letter to Calderwood & Harkness LLP and Whitmore & Pratt LLP (underwriters' counsel) no later than October 24, 2025, in order to permit adequate time for review, comment, and resolution of any issues prior to the expected execution of the Underwriting Agreement on or about October 28, 2025.
In connection with the circle-up process, we request that a preliminary circle-up meeting or conference call be scheduled with the following participants:
•  Calderwood & Harkness LLP (issuer's counsel): Brendan Walsh and Natasha Forbes
•  Whitmore & Pratt LLP (underwriters' counsel): Rebecca Ling
•  Redstone Gaming Corp.: Lena Okafor, Chief Financial Officer
•  Kaplan Feld & Associates LLP: Sandra Meyers, Engagement Partner
We suggest scheduling the initial circle-up call during the week of October 20, 2025, at a mutually convenient time. The circle-up process should comprehensively cover all financial and statistical information contained in the Prospectus Supplement, including both the version originally filed with the SEC on October 6, 2025, and the revised version incorporating changes made in response to SEC Staff comments received on October 14, 2025. As noted above, the SEC Staff comments resulted in, among other things, an updated dilution table (responsive to Comment No. 3) and a revised use of proceeds allocation, and the circle-up procedures should cover these revised disclosures.
9. Form of Comfort Letter
The Comfort Letters should substantially conform to the illustrative form set forth in Appendix A to AU-C Section 920, adapted as appropriate for a follow-on equity offering of common stock pursuant to a shelf registration statement on Form S-3. We recognize that the illustrative forms in AU-C Section 920 are provided as guidance and that the specific form of each Comfort Letter must be tailored to the facts and circumstances of the Offering and the specific circle-up items and procedures described herein.
We note that the Underwriting Agreement will require that the Comfort Letters be in form and substance satisfactory to Pinnacle Zanthor & Co., as lead bookrunning manager (280 Park Avenue, New York, New York 10017), and Whitmore & Pratt LLP, as underwriters' counsel (51 West 52nd Street, New York, New York 10019). Accordingly, we request that Kaplan Feld coordinate directly with Whitmore & Pratt LLP (contact persons: Thomas Beaumont, partner, and Rebecca Ling, associate) regarding any additional requirements or preferences of the Underwriters with respect to the form, content, or scope of the Comfort Letters. To the extent the Underwriters or their counsel identify additional circle-up items or procedural requests, we ask that Kaplan Feld advise us promptly so that we may facilitate timely resolution of any such requests.
10. Delivery Instructions
The Comfort Letters should be delivered in accordance with the following schedule:
•  Initial Comfort Letter: To be delivered on or about October 28, 2025 (the date of execution of the Underwriting Agreement and the expected pricing date for the Offering).
•  Bring-Down Comfort Letter: To be delivered on October 31, 2025 (the expected closing date of the Offering).
All Comfort Letters should be delivered in executed original (hard copy) format and in PDF format via email. PDF copies of each Comfort Letter should be sent to each of the following individuals:
•  Vivienne St. Claire, Partner, Calderwood & Harkness LLP
•  Brendan Walsh, Lead Associate, Calderwood & Harkness LLP
•  Thomas Beaumont, Partner, Whitmore & Pratt LLP
•  Lena Okafor, Chief Financial Officer, Redstone Gaming Corp.
•  Darren Whitfield, Executive Vice President & General Counsel, Redstone Gaming Corp.
•  Aisha Rowan, Managing Director, Pinnacle Zanthor & Co. (lead bookrunning manager)
We will circulate the specific email addresses for each of the foregoing individuals under separate cover or during the initial circle-up call.
11. Timeline Summary
For convenience of reference, the following table summarizes the key milestones and target dates for the Comfort Letter process:
We emphasize that the foregoing dates are estimates based on the currently anticipated timeline for the Offering and remain subject to change. We will promptly advise Kaplan Feld of any changes to the Offering timeline that would affect the dates for delivery of the Comfort Letters.
12. Engagement and Billing
We note that the fees and expenses of Kaplan Feld in connection with the preparation and delivery of the Comfort Letters are for the account of Redstone Gaming Corp. and will be included in the Company's estimated offering expenses of $1,350,000, as disclosed in the Prospectus Supplement.
We understand that Kaplan Feld maintains an existing engagement arrangement with the Company covering audit, review, and related professional services. We request that Kaplan Feld confirm whether the Firm's existing engagement terms with the Company cover the comfort letter services described herein. If a separate engagement letter is required for the comfort letter services, we request that Kaplan Feld prepare and deliver such engagement letter directly to the following individuals at the Company for review and execution:
•  Darren Whitfield, Executive Vice President & General Counsel, Redstone Gaming Corp., 3900 Las Vegas Boulevard South, Suite 1200, Las Vegas, Nevada 89119
•  Lena Okafor, Chief Financial Officer, Redstone Gaming Corp., 3900 Las Vegas Boulevard South, Suite 1200, Las Vegas, Nevada 89119
We ask that any such engagement letter be provided at the earliest practicable date so as not to delay the Comfort Letter process.
13. Closing
We greatly appreciate Kaplan Feld's prompt attention to this request and your continued cooperation in connection with the Offering. Given the tight timeline, we would appreciate your confirmation of receipt of this letter and your ability to meet the milestones set forth herein at your earliest convenience.
Should you have any questions regarding the foregoing, or should you wish to discuss any aspect of the Comfort Letter request, please do not hesitate to contact either of the undersigned:
Brendan Walsh, Lead Associate, Capital Markets Calderwood & Harkness LLP 7 Times Square, 38th Floor New York, New York 10036 Direct: (212) 554-7148
Natasha Forbes, Associate, Capital Markets Calderwood & Harkness LLP 7 Times Square, 38th Floor New York, New York 10036 Direct: (212) 554-7263
We look forward to working with you and your team on this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Brendan Walsh Lead Associate, Capital Markets
(At the direction of Vivienne St. Claire, Responsible Partner)
cc:
Vivienne St. Claire, Partner, Calderwood & Harkness LLP Robert Adeyemi, Associate, Calderwood & Harkness LLP Lena Okafor, Chief Financial Officer, Redstone Gaming Corp. Darren Whitfield, Executive Vice President & General Counsel, Redstone Gaming Corp. Thomas Beaumont, Partner, Whitmore & Pratt LLP Rebecca Ling, Associate, Whitmore & Pratt LLP Aisha Rowan, Managing Director, Pinnacle Zanthor & Co.
Encl.: Relevant sections of the draft Underwriting Agreement specifying comfort letter requirements (for reference)
Milestone | Target Date
Circle-up call with all parties | Week of October 20, 2025
Draft Initial Comfort Letter delivered to counsel | October 24, 2025
Final Initial Comfort Letter delivered (pricing/signing of Underwriting Agreement) | October 28, 2025
Bring-Down Comfort Letter delivered (closing of Offering) | October 31, 2025

CALDERWOOD & HARKNESS LLP Attorneys at Law

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