1033-00002 · Redstone Gaming Corp · Closing Deliverables

officers-certificate-ceo-cfo-execution.docx DOCUMENT Capital Markets

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OFFICER'S CERTIFICATE

Redstone Gaming Corp.

Delivered Pursuant to Section 7(d) of the Underwriting Agreement dated October 28, 2025

October 31, 2025

(Closing Date)

Delivered pursuant to Section 7(d) of the Underwriting Agreement dated October 28, 2025 (the "Underwriting Agreement") among Redstone Gaming Corp., a Delaware corporation (the "Company"), and Pinnacle Zanthor & Co., Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc., as representatives (the "Representatives") of the several Underwriters named in Schedule I thereto (the "Underwriters").

Each of the undersigned, Marcus Hale, Chief Executive Officer and a Director, and Lena Okafor, Chief Financial Officer, of Redstone Gaming Corp., a corporation duly organized and existing under the laws of the State of Delaware, with its principal executive offices located at 3900 Las Vegas Boulevard South, Suite 1200, Las Vegas, NV 89119 (the "Company"), hereby certifies, for and on behalf of the Company, and not in any individual capacity, as follows:

This Officer's Certificate is delivered in connection with the closing (the "Closing") on the date hereof (the "Closing Date") of the public offering (the "Offering") of 6,557,377 shares of common stock, par value $0.001 per share, of the Company (the "Firm Shares"), at a public offering price of $27.45 per share, pursuant to the Underwriting Agreement, and the prospectus supplement dated October 28, 2025 (the "Prospectus Supplement") to the base prospectus dated March 28, 2024 (the "Base Prospectus" and, together with the Prospectus Supplement, the "Prospectus"), forming part of the Registration Statement on Form S-3 (File No. 333-278401) (together with all amendments and exhibits thereto, the "Registration Statement") filed by the Company with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), and declared effective on March 28, 2024.

The Underwriters consist of: (i) Pinnacle Zanthor & Co., acting as Lead Bookrunning Manager; (ii) Hargrove Williams Securities LLC, acting as Joint Bookrunning Manager; and (iii) Clearwater Capital Markets Inc., acting as Co-Manager. Pursuant to Section 2 of the Underwriting Agreement, the Company has granted to the Underwriters an option (the "Over-Allotment Option"), exercisable for a period of 30 days from the date of the Prospectus Supplement, to purchase up to 983,606 additional shares of common stock of the Company at the public offering price, less the underwriting discount, solely to cover over-allotments, if any.

Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Underwriting Agreement.

Section 1. Authority and Capacity

Each of the undersigned hereby certifies that he or she holds the office set forth below his or her name on the signature page to this Certificate and is duly authorized to execute and deliver this Officer's Certificate on behalf of the Company. The authority of each of the undersigned to execute and deliver this Certificate derives from the resolutions of the Board of Directors of the Company adopted on September 30, 2025, and the resolutions of the Pricing Committee adopted on October 28, 2025, copies of which have been provided to the Representatives as part of the Secretary's Certificate delivered in connection with the Closing.

Each of the undersigned has reviewed the Underwriting Agreement, including all schedules and exhibits thereto, the Registration Statement (including all amendments thereto and all exhibits filed as part thereof or incorporated by reference therein), the Prospectus Supplement (including the Base Prospectus and all documents incorporated by reference therein), and is familiar with the business, operations, properties, financial condition, and prospects of the Company and its subsidiaries, as well as the transactions contemplated by the Underwriting Agreement and the related transaction documents. Each of the undersigned has made or caused to be made such inquiries and investigations as he or she has deemed necessary or appropriate in order to enable him or her to make the certifications contained herein. The statements, representations, and certifications set forth in this Certificate are made after due inquiry and in good faith, and each of the undersigned believes such statements, representations, and certifications to be true and correct as of the date hereof.

Section 2. Representations and Warranties

Each of the undersigned hereby certifies that each of the representations and warranties of the Company set forth in Section 1 of the Underwriting Agreement is true and correct in all material respects as of the date of the Underwriting Agreement (October 28, 2025) and as of the Closing Date (October 31, 2025), with the same force and effect as though expressly made on and as of the Closing Date (except for representations and warranties that by their terms are made as of a specific date, which are true and correct in all material respects as of such specified date). Without limiting the generality of the foregoing, and for the avoidance of doubt, each of the undersigned specifically certifies with respect to the following representations and warranties:

(a) Due Organization, Valid Existence, and Good Standing. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with full corporate power and authority to own, lease, and operate its properties and to conduct its business as currently conducted and as described in the Registration Statement and the Prospectus. The Company is duly qualified to do business as a foreign corporation and is in good standing in all jurisdictions where the ownership, leasing, or operation of its properties or the conduct of its business requires such qualification, including the State of Nevada, the State of New Jersey, and the State of Mississippi, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Subsidiaries. Each significant subsidiary of the Company, as defined in Rule 1-02(w) of Regulation S-X, has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization, with full power and authority to own, lease, and operate its properties and to conduct its business as currently conducted. Without limiting the foregoing, RedBet Digital LLC, a Nevada limited liability company and a wholly-owned subsidiary of the Company, is duly organized, validly existing, and in good standing under the laws of the State of Nevada. All of the outstanding equity interests of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable (to the extent applicable), and are owned by the Company or another subsidiary of the Company free and clear of any liens, encumbrances, equities, or claims, except as described in the Prospectus.

(c) Capitalization. The authorized capitalization of the Company consists of (i) 300,000,000 shares of common stock, par value $0.001 per share, and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share, none of which preferred stock is currently outstanding. As of the date of the Underwriting Agreement, prior to giving effect to the Offering, there were 152,400,000 shares of common stock issued and outstanding, 4,200,000 shares of common stock held as treasury stock, and 3,850,000 options to purchase shares of common stock outstanding under the Company's 2021 Equity Incentive Plan at a weighted-average exercise price of $19.72 per share. All outstanding shares of common stock have been duly authorized and validly issued, are fully paid and non-assessable, and have been issued in compliance with all applicable federal and state securities laws. Except as described in the Prospectus and except for the Over-Allotment Option, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights), or agreements for the purchase or acquisition from the Company of any shares of its capital stock.

(d) Valid Issuance of Offered Securities. The Firm Shares and the additional shares of common stock subject to the Over-Allotment Option, when issued and delivered against payment therefor as contemplated by the Underwriting Agreement, will be duly authorized, validly issued, fully paid, and non-assessable, and will not have been issued in violation of, or subject to, any preemptive rights, rights of first refusal, or other similar rights of any security holder of the Company or any other person. The Firm Shares and such additional shares, when so issued and delivered, will be free and clear of any liens, encumbrances, charges, pledges, security interests, or restrictions on transfer, other than restrictions arising under the Securities Act, applicable state securities or blue sky laws, or the lock-up agreements executed and delivered by certain stockholders, directors, and officers of the Company in connection with the Offering.

(e) Compliance of Registration Statement and Prospectus. The Registration Statement, as of its effective date (March 28, 2024), and each amendment thereto, as of its respective effective date, complied, and as of the Closing Date complies, in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder (the "Rules and Regulations"). The Prospectus Supplement, as of its date (October 28, 2025) and as of the Closing Date, complied and complies in all material respects with the requirements of the Securities Act and the Rules and Regulations. Each document, if any, filed or to be filed pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects with the requirements of the Exchange Act and the applicable rules and regulations of the SEC thereunder.

(f) No Material Misstatement or Omission. The Registration Statement, at the time it became effective, did not contain, and as of the Closing Date does not contain, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as of its date and as of the Closing Date, did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing representations do not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein.

(g) NYSE Listing. The Company's common stock is listed on the New York Stock Exchange (the "NYSE") under the ticker symbol "RDGM," and the Company is in compliance in all material respects with all applicable listing standards, rules, and requirements of the NYSE. The Company has not received any notification from the NYSE that it is not in compliance with any applicable listing standard. The Firm Shares and the additional shares of common stock issuable upon exercise of the Over-Allotment Option have been approved for listing on the NYSE, subject only to official notice of issuance. The Company has taken no action designed to, or reasonably likely to have the effect of, terminating the listing of the Company's common stock on the NYSE, nor has the Company received any notification that the NYSE is contemplating terminating such listing.

(h) Gaming Licenses. The Company and its subsidiaries maintain all licenses, permits, approvals, authorizations, and registrations issued by gaming regulatory authorities (collectively, "Gaming Licenses") that are necessary for the conduct of the Company's business as currently conducted and as described in the Registration Statement and the Prospectus, including the following:

(i) Nevada Gaming Commission License No. NGC-2019-04172, issued by the Nevada Gaming Commission;

(ii) New Jersey Division of Gaming Enforcement License No. NJDGE-2020-1138, issued by the New Jersey Division of Gaming Enforcement; and

(iii) Mississippi Gaming Commission License No. MGC-2018-0623, issued by the Mississippi Gaming Commission.

All such Gaming Licenses are in full force and effect and are not subject to any pending or, to the knowledge of the undersigned, threatened revocation, suspension, limitation, or modification proceeding. The Company and its subsidiaries are in compliance in all material respects with the terms and conditions of all Gaming Licenses and all applicable gaming laws, rules, and regulations in each jurisdiction in which they operate. Neither the Company nor any of its subsidiaries has received any written notice or other communication from any gaming regulatory authority indicating that any Gaming License will not be renewed upon its expiration in the ordinary course or that any adverse action is being considered with respect to any Gaming License.

(i) Pending Gaming Applications. The Company has filed applications for gaming licenses or approvals with (i) the Louisiana Gaming Control Board, filed on August 12, 2025, and (ii) the Indiana Gaming Commission, filed on September 5, 2025. As of the date hereof, no such application has been denied or withdrawn, and no gaming regulatory authority has indicated to the Company that any such application is deficient or that the Company or any of its affiliates, directors, officers, or key employees has been found unsuitable or has failed to meet any applicable standard for licensure. The Company is not aware of any facts or circumstances that would reasonably be expected to result in the denial of any such application or the imposition of any material conditions or limitations in connection therewith.

(j) Financial Statements. The consolidated financial statements incorporated by reference in the Registration Statement and the Prospectus, including the audited consolidated financial statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (as amended by the Form 10-K/A filed with the SEC on July 15, 2025), and the unaudited condensed consolidated financial statements contained in the Company's Quarterly Reports on Form 10-Q, present fairly in all material respects the consolidated financial position, results of operations, and cash flows of the Company and its consolidated subsidiaries as of and for the periods indicated therein. Such financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") applied on a consistent basis throughout the periods involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustments and the absence of notes that, individually or in the aggregate, would not be material. The audited consolidated financial statements referred to above have been audited by Kaplan Feld & Associates LLP, the Company's independent registered public accounting firm, in accordance with the standards of the Public Company Accounting Oversight Board. The other financial information and statistical data included or incorporated by reference in the Registration Statement and the Prospectus are accurately presented in all material respects and prepared on a basis consistent with the financial statements and the books and records of the Company.

(k) Indebtedness. The Company's material indebtedness as described in the Prospectus Supplement is accurately described in all material respects, and the Company is not in default under any indenture, mortgage, deed of trust, credit agreement, loan agreement, note, or other agreement or instrument evidencing any such indebtedness. As of the Closing Date, the Company's material indebtedness consists of the following:

(i) 6.25% Senior Secured Notes due June 15, 2028, issued pursuant to an Indenture dated June 15, 2021, between the Company and Crestline National Bank, as Trustee, with an aggregate principal amount outstanding of $325,000,000;

(ii) 5.875% Senior Notes due September 20, 2031, issued pursuant to an Indenture dated September 20, 2024, between the Company and Hollowell Financial, as Trustee, with an aggregate principal amount outstanding of $200,000,000; and

(iii) Revolving Credit Facility, pursuant to the Second Amended and Restated Credit Agreement dated April 30, 2022, among the Company, as borrower, certain subsidiaries of the Company, as guarantors, the lenders from time to time party thereto, and Meridian National Bank, N.A., as Administrative Agent, providing for revolving credit commitments of $400,000,000, of which $135,000,000 is currently drawn, maturing on April 30, 2027, and bearing interest at Term SOFR plus 2.50% per annum.

No event of default, or event that with the giving of notice or the passage of time or both would constitute an event of default, has occurred and is continuing under any such instrument. The execution and delivery of the Underwriting Agreement and the consummation of the Offering do not and will not constitute an event of default, or give rise to any right of acceleration or prepayment, under any such instrument.

Section 3. Compliance with Covenants

Each of the undersigned hereby certifies that the Company has performed and complied with, in all material respects, all covenants, agreements, obligations, and conditions required by the Underwriting Agreement to be performed or complied with by the Company at or prior to the Closing Date. Without limiting the generality of the foregoing, each of the undersigned specifically confirms as follows:

(a) Since the date of the Underwriting Agreement (October 28, 2025), the Company has not, directly or indirectly, issued, sold, offered to sell, granted any option or right for the purchase or sale of, or otherwise disposed of or agreed to dispose of, any shares of common stock or any securities convertible into, or exercisable or exchangeable for, common stock, except (i) the Firm Shares to be issued and sold to the Underwriters pursuant to the Underwriting Agreement and (ii) shares of common stock issued upon the exercise of stock options outstanding as of the date of the Underwriting Agreement and disclosed in the Prospectus.

(b) The Company has not taken any action, and no event has occurred, that would require an adjustment to the number of shares of common stock issuable under the Over-Allotment Option pursuant to the anti-dilution provisions or other terms of the Underwriting Agreement.

(c) The Company has cooperated fully with the Underwriters in connection with the qualification or registration of the Firm Shares (and any additional shares issuable upon exercise of the Over-Allotment Option) for offer and sale under the securities or blue sky laws of such jurisdictions as the Representatives have reasonably requested, and the Company has filed or caused to be filed all necessary applications, notices, and other documents in connection therewith.

(d) The Company has caused to be delivered to Continental Share Services, Inc., the Company's transfer agent and registrar for its common stock, irrevocable instructions to issue the Firm Shares (and any additional shares upon exercise of the Over-Allotment Option) in book-entry form through the facilities of The Depository Trust Company, in the names and denominations specified by the Representatives, against receipt of payment therefor.

Section 4. Absence of Material Adverse Change

Each of the undersigned hereby certifies that, since the date of the most recent financial statements of the Company incorporated by reference in the Registration Statement and the Prospectus (being the audited consolidated financial statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended by the Form 10-K/A filed with the SEC on July 15, 2025, and the unaudited condensed consolidated financial statements contained in the Company's most recently filed Quarterly Report on Form 10-Q), except as specifically disclosed in or expressly contemplated by the Prospectus Supplement:

(a) There has been no material adverse change, or any development involving or that could reasonably be expected to involve a prospective material adverse change, in or affecting the business, properties, management, financial position, stockholders' equity, results of operations, or prospects of the Company and its subsidiaries, taken as a whole (a "Material Adverse Effect").

(b) There have been no transactions entered into by the Company or any of its subsidiaries, other than transactions in the ordinary course of business consistent with past practice, that are material to the Company and its subsidiaries taken as a whole.

(c) There has been no obligation, contingent or otherwise, incurred by the Company or any of its subsidiaries that is material to the Company and its subsidiaries taken as a whole, other than obligations incurred in the ordinary course of business consistent with past practice.

(d) There has been no dividend or distribution of any kind declared, set aside for payment, paid, or made by the Company on or with respect to any class of its capital stock.

(e) There has been no change in the authorized or outstanding capitalization of the Company, except as contemplated by the Offering, and except for the issuance of shares of common stock upon the exercise of stock options previously outstanding and disclosed in the Prospectus.

Section 5. Absence of Certain Proceedings

Each of the undersigned hereby certifies as follows:

(a) There are no pending legal or governmental proceedings, actions, suits, investigations, or claims against or affecting the Company or any of its subsidiaries, or any of their respective properties, officers, or directors (in their capacities as such), that (i) are required to be disclosed in the Registration Statement or the Prospectus and are not so disclosed, (ii) could reasonably be expected to have a Material Adverse Effect, or (iii) could reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Underwriting Agreement.

(b) To the knowledge of the undersigned, after due inquiry, there are no threatened legal or governmental proceedings, actions, suits, investigations, or claims against or affecting the Company or any of its subsidiaries, or any of their respective properties, officers, or directors (in their capacities as such), that (i) are required to be disclosed in the Registration Statement or the Prospectus and are not so disclosed, (ii) could reasonably be expected to have a Material Adverse Effect, or (iii) could reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Underwriting Agreement.

(c) No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the undersigned, threatened by the SEC. No order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus has been issued by the SEC. The Company has not received any notice from the SEC indicating that the SEC intends to issue any such stop order or order preventing or suspending the use of any such document.

Section 6. Use of Proceeds

Each of the undersigned hereby certifies that the Company intends to apply the net proceeds from the Offering substantially as described in the Prospectus Supplement under the heading "Use of Proceeds." The gross proceeds from the sale of the Firm Shares are expected to be approximately $180,000,000 (based on the public offering price of $27.45 per share and the sale of 6,557,377 Firm Shares). After deducting the underwriting discount of approximately $7,200,000 (representing $1.098 per share, or 4.0% of the public offering price) and estimated offering expenses payable by the Company of approximately $1,350,000, the net proceeds to the Company from the Offering are estimated to be approximately $171,450,000. The Company intends to use such net proceeds as follows:

(a) Approximately $115,000,000 for the Company's planned expansion into the Louisiana and Indiana gaming markets, consisting of:

(i) Approximately $70,000,000 for the acquisition of development rights and initial construction costs for a casino-resort in Bossier City, Louisiana, including land acquisition, design and engineering, permitting, and initial site preparation and construction activities; and

(ii) Approximately $45,000,000 for the renovation, refurbishment, and rebranding of a leased gaming facility in Gary, Indiana, including capital improvements to the gaming floor, food and beverage facilities, and hotel accommodations, as well as costs associated with the procurement and installation of gaming equipment and technology systems.

(b) Approximately $50,000,000 for the partial retirement of the Company's outstanding 6.25% Senior Secured Notes due June 15, 2028, at par plus accrued and unpaid interest, which would reduce the outstanding principal amount of such notes from $325,000,000 to $275,000,000.

(c) The remainder, approximately $6,450,000, for general corporate purposes, including working capital, capital expenditures, and other corporate needs as determined by management.

The foregoing represents the Company's current intentions based on its present plans and business conditions. The Company reserves the right to change the allocation of net proceeds among the foregoing purposes, as described in the Prospectus Supplement, depending on market conditions, the progress of the Company's expansion plans, and other factors. Pending the application of the net proceeds as described above, the Company intends to invest such proceeds in short-term, interest-bearing, investment-grade securities, certificates of deposit, or direct or guaranteed obligations of the United States government.

Section 7. Lock-Up Compliance

Each of the undersigned hereby certifies that, to the knowledge of the undersigned after due inquiry:

(a) Each person required to execute a lock-up agreement pursuant to Section 6(a) of the Underwriting Agreement has duly executed and delivered such lock-up agreement to the Representatives, and copies of all such executed lock-up agreements have been delivered or made available to the Representatives. The persons who have executed lock-up agreements include all ten (10) members of the Board of Directors and all executive officers of the Company, as well as Grandview Capital Partners, LP (holder of 18,720,000 shares of common stock of the Company, representing approximately 12.28% of the outstanding shares of common stock prior to giving effect to the Offering).

(b) The lock-up period under each such lock-up agreement is 90 days from the date of the final Prospectus Supplement (i.e., from October 28, 2025 through and including January 26, 2026), subject to earlier release with the prior written consent of Pinnacle Zanthor & Co., as Lead Bookrunning Manager. During the lock-up period, the persons subject to such agreements are restricted from offering, selling, pledging, contracting to sell, or otherwise disposing of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock, subject to the limited exceptions set forth in the form of lock-up agreement attached as Exhibit A to the Underwriting Agreement.

(c) As of the date hereof, to the knowledge of the undersigned, no person subject to a lock-up agreement has breached or is in violation of such agreement, and no person has requested or been granted a release or waiver from any lock-up obligation.

Section 8. Satisfaction of Conditions to Closing

Each of the undersigned hereby certifies that all conditions to the obligations of the Company under Section 7 of the Underwriting Agreement that are required to be satisfied at or prior to the Closing Date have been duly satisfied. Without limiting the generality of the foregoing, each of the undersigned confirms that the following deliverables and conditions have been satisfied:

(a) Calderwood & Harkness LLP, counsel to the Company, has delivered to the Underwriters its written legal opinion, dated the Closing Date, filed as Exhibit 5.1 to the Registration Statement, covering an aggregate of 7,540,983 shares of common stock (consisting of 6,557,377 Firm Shares and 983,606 shares issuable upon exercise of the Over-Allotment Option), and referencing, among other things, the resolutions of the Board of Directors of the Company adopted on September 30, 2025, and the resolutions of the Pricing Committee adopted on October 28, 2025. Such opinion addresses the valid issuance, full payment, and non-assessability of the shares, as well as the absence of violations of applicable law and the Company's organizational documents in connection with the Offering.

(b) Calderwood & Harkness LLP has delivered to the Underwriters its negative assurance letter (10b-5 letter), dated the Closing Date, confirming that, based upon such counsel's review and participation in the preparation of the Registration Statement and the Prospectus, nothing has come to such counsel's attention that causes it to believe that the Registration Statement (as of its most recent effective date) or the Prospectus (as of its date and as of the Closing Date), as amended or supplemented, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements, schedules, and other financial or statistical data included or incorporated by reference therein, as to which such counsel expresses no view).

(c) Kaplan Feld & Associates LLP, the Company's independent registered public accounting firm (engagement partner: Sandra Meyers, CPA), has delivered to the Underwriters (i) its initial comfort letter, dated October 28, 2025, and (ii) its bring-down comfort letter, dated the Closing Date, each in form and substance satisfactory to the Representatives, in accordance with Statement on Auditing Standards No. 72 (as amended or supplemented), covering certain financial information, financial data, and statistical information contained in or incorporated by reference into the Registration Statement and the Prospectus.

(d) The Secretary of the Company has delivered to the Representatives a Secretary's Certificate, dated the Closing Date, certifying as to (i) the Certificate of Incorporation of the Company (as amended to date), (ii) the Bylaws of the Company (as amended to date), (iii) the resolutions of the Board of Directors adopted at a meeting held on September 30, 2025, authorizing the Offering and related transactions, (iv) the resolutions of the Pricing Committee adopted on October 28, 2025, approving the final terms of the Offering, and (v) the incumbency and specimen signatures of the officers and directors of the Company authorized to execute and deliver documents in connection with the Offering.

(e) The Firm Shares and the additional shares of common stock issuable upon exercise of the Over-Allotment Option have been approved for listing on the NYSE, subject only to official notice of issuance.

(f) The Company has received and delivered to the Representatives (i) a certificate of good standing for the Company issued by the Secretary of State of the State of Delaware, dated within five (5) business days prior to the Closing Date, and (ii) a certificate of good standing (or equivalent certificate of authorization) for the Company issued by the Secretary of State of the State of Nevada, dated within five (5) business days prior to the Closing Date.

(g) Lock-up agreements, in the form attached as Exhibit A to the Underwriting Agreement, have been duly executed and delivered by all persons required to provide such agreements, as described in Section 7 of this Certificate.

(h) No event has occurred that would permit the Underwriters to terminate their obligations under the Underwriting Agreement pursuant to Section 8 thereof, including without limitation (i) no suspension or material limitation of trading in securities generally on the NYSE or the Nasdaq Stock Market, (ii) no general moratorium on commercial banking activities declared by federal or state authorities, (iii) no material disruption in securities settlement, payment, or clearance services in the United States, and (iv) no outbreak or escalation of hostilities, declaration of national emergency, or other national or international calamity or crisis that, in the reasonable judgment of the Representatives, makes it impracticable or inadvisable to proceed with the Offering.

Section 9. Board and Pricing Committee Authorization

Each of the undersigned hereby certifies as follows:

(a) The Board of Directors of the Company, at a meeting duly called and held on September 30, 2025, at which a quorum was present and acted throughout, duly adopted resolutions (the "Board Resolutions") authorizing the Offering, including the issuance and sale of up to 8,000,000 shares of common stock at a price not less than $25.00 per share, and established a Pricing Committee (the "Pricing Committee") consisting of Marcus Hale (Chief Executive Officer), Lena Okafor (Chief Financial Officer), and Patricia Moynihan (Independent Director and Chair of the Finance Committee of the Board of Directors), with the power and authority to determine and approve the final terms and conditions of the Offering within the parameters established by the Board Resolutions.

(b) The Pricing Committee, acting within the scope of the authority delegated to it by the Board of Directors pursuant to the Board Resolutions, on October 28, 2025, duly approved the final terms of the Offering, including the following:

(i) The public offering price of $27.45 per share;

(ii) The number of Firm Shares: 6,557,377 shares of common stock;

(iii) The underwriting discount of $1.098 per share (representing 4.0% of the public offering price);

(iv) The Over-Allotment Option for up to 983,606 additional shares of common stock; and

(v) The execution and delivery of the Underwriting Agreement and such other documents and instruments as may be necessary or desirable in connection with the consummation of the Offering.

The Board Resolutions and the resolutions of the Pricing Committee have not been amended, modified, rescinded, or revoked and remain in full force and effect as of the date hereof.

Section 10. Additional Certifications

Each of the undersigned further certifies as follows:

(a) Exchange Act Reporting. The Company has filed all reports, schedules, forms, statements, and other documents required to be filed by it under the Exchange Act during the twelve (12) months preceding the date hereof (or such shorter period as the Company was required to file such reports, schedules, forms, statements, and other documents), including the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, the Form 10-K/A filed with the SEC on July 15, 2025, all Quarterly Reports on Form 10-Q, and all Current Reports on Form 8-K, in each case in a timely manner and in compliance with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder. All such filings, as of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of such subsequent filing), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC thereunder.

(b) Internal Controls. The Company maintains a system of internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Such system of internal controls over financial reporting is effective as of the date hereof. The Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and is accumulated and communicated to the Company's management, including the undersigned, as appropriate to allow timely decisions regarding required disclosure. Since the date of the most recently completed audit of the Company's internal controls over financial reporting by Kaplan Feld & Associates LLP, there has been no change in the Company's internal controls over financial reporting that has materially affected, or is reasonably likely to materially affect, such internal controls.

(c) Directors' and Officers' Liability Insurance. The Company maintains directors' and officers' liability insurance coverage through Sentinel Risk Underwriters, Inc. pursuant to Policy No. SRU-DOX-2025-41882, providing coverage with a policy limit of $75,000,000 in the aggregate, with such deductibles, retentions, and sub-limits as are customary for companies of similar size and in similar industries. Such policy is in full force and effect as of the date hereof and has not been cancelled, terminated, or materially modified, and no notice of cancellation, termination, or material modification has been received by the Company. The Company has paid all premiums due thereunder and is not in default of any provision thereof. The Company is not aware of any pending or threatened claims under such policy that would exhaust or materially reduce the available coverage thereunder.

Each of the undersigned acknowledges that the Underwriters are relying upon this Certificate, and the representations, warranties, certifications, and statements contained herein, in connection with the purchase and sale of the Firm Shares and the other transactions contemplated by the Underwriting Agreement. This Certificate may be relied upon by Calderwood & Harkness LLP, counsel to the Company, and Whitfield Poole & Crane LLP, counsel to the Underwriters, in connection with their respective opinions and letters delivered on the Closing Date.

This Certificate may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.

[Signature Page Follows]

SIGNATURE PAGE TO OFFICER'S CERTIFICATE

IN WITNESS WHEREOF, each of the undersigned has executed this Officer's Certificate as of October 31, 2025.

REDSTONE GAMING CORP.

By: ________

Name: Marcus Hale

Title: Chief Executive Officer and Director

Date: October 31, 2025

REDSTONE GAMING CORP.

By: ________

Name: Lena Okafor

Title: Chief Financial Officer

Date: October 31, 2025

Address of the Company: Redstone Gaming Corp. 3900 Las Vegas Boulevard South, Suite 1200 Las Vegas, NV 89119

Employer Identification Number (EIN): 88-1034572

OFFICER'S CERTIFICATE
Redstone Gaming Corp.
Delivered Pursuant to Section 7(d) of the Underwriting Agreement dated October 28, 2025
October 31, 2025
(Closing Date)
Delivered pursuant to Section 7(d) of the Underwriting Agreement dated October 28, 2025 (the "Underwriting Agreement") among Redstone Gaming Corp., a Delaware corporation (the "Company"), and Pinnacle Zanthor & Co., Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc., as representatives (the "Representatives") of the several Underwriters named in Schedule I thereto (the "Underwriters").
Each of the undersigned, Marcus Hale, Chief Executive Officer and a Director, and Lena Okafor, Chief Financial Officer, of Redstone Gaming Corp., a corporation duly organized and existing under the laws of the State of Delaware, with its principal executive offices located at 3900 Las Vegas Boulevard South, Suite 1200, Las Vegas, NV 89119 (the "Company"), hereby certifies, for and on behalf of the Company, and not in any individual capacity, as follows:
This Officer's Certificate is delivered in connection with the closing (the "Closing") on the date hereof (the "Closing Date") of the public offering (the "Offering") of 6,557,377 shares of common stock, par value $0.001 per share, of the Company (the "Firm Shares"), at a public offering price of $27.45 per share, pursuant to the Underwriting Agreement, and the prospectus supplement dated October 28, 2025 (the "Prospectus Supplement") to the base prospectus dated March 28, 2024 (the "Base Prospectus" and, together with the Prospectus Supplement, the "Prospectus"), forming part of the Registration Statement on Form S-3 (File No. 333-278401) (together with all amendments and exhibits thereto, the "Registration Statement") filed by the Company with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), and declared effective on March 28, 2024.
The Underwriters consist of: (i) Pinnacle Zanthor & Co., acting as Lead Bookrunning Manager; (ii) Hargrove Williams Securities LLC, acting as Joint Bookrunning Manager; and (iii) Clearwater Capital Markets Inc., acting as Co-Manager. Pursuant to Section 2 of the Underwriting Agreement, the Company has granted to the Underwriters an option (the "Over-Allotment Option"), exercisable for a period of 30 days from the date of the Prospectus Supplement, to purchase up to 983,606 additional shares of common stock of the Company at the public offering price, less the underwriting discount, solely to cover over-allotments, if any.
Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Underwriting Agreement.
Section 1. Authority and Capacity
Each of the undersigned hereby certifies that he or she holds the office set forth below his or her name on the signature page to this Certificate and is duly authorized to execute and deliver this Officer's Certificate on behalf of the Company. The authority of each of the undersigned to execute and deliver this Certificate derives from the resolutions of the Board of Directors of the Company adopted on September 30, 2025, and the resolutions of the Pricing Committee adopted on October 28, 2025, copies of which have been provided to the Representatives as part of the Secretary's Certificate delivered in connection with the Closing.
Each of the undersigned has reviewed the Underwriting Agreement, including all schedules and exhibits thereto, the Registration Statement (including all amendments thereto and all exhibits filed as part thereof or incorporated by reference therein), the Prospectus Supplement (including the Base Prospectus and all documents incorporated by reference therein), and is familiar with the business, operations, properties, financial condition, and prospects of the Company and its subsidiaries, as well as the transactions contemplated by the Underwriting Agreement and the related transaction documents. Each of the undersigned has made or caused to be made such inquiries and investigations as he or she has deemed necessary or appropriate in order to enable him or her to make the certifications contained herein. The statements, representations, and certifications set forth in this Certificate are made after due inquiry and in good faith, and each of the undersigned believes such statements, representations, and certifications to be true and correct as of the date hereof.
Section 2. Representations and Warranties
Each of the undersigned hereby certifies that each of the representations and warranties of the Company set forth in Section 1 of the Underwriting Agreement is true and correct in all material respects as of the date of the Underwriting Agreement (October 28, 2025) and as of the Closing Date (October 31, 2025), with the same force and effect as though expressly made on and as of the Closing Date (except for representations and warranties that by their terms are made as of a specific date, which are true and correct in all material respects as of such specified date). Without limiting the generality of the foregoing, and for the avoidance of doubt, each of the undersigned specifically certifies with respect to the following representations and warranties:
(a) Due Organization, Valid Existence, and Good Standing. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with full corporate power and authority to own, lease, and operate its properties and to conduct its business as currently conducted and as described in the Registration Statement and the Prospectus. The Company is duly qualified to do business as a foreign corporation and is in good standing in all jurisdictions where the ownership, leasing, or operation of its properties or the conduct of its business requires such qualification, including the State of Nevada, the State of New Jersey, and the State of Mississippi, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) Subsidiaries. Each significant subsidiary of the Company, as defined in Rule 1-02(w) of Regulation S-X, has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization, with full power and authority to own, lease, and operate its properties and to conduct its business as currently conducted. Without limiting the foregoing, RedBet Digital LLC, a Nevada limited liability company and a wholly-owned subsidiary of the Company, is duly organized, validly existing, and in good standing under the laws of the State of Nevada. All of the outstanding equity interests of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable (to the extent applicable), and are owned by the Company or another subsidiary of the Company free and clear of any liens, encumbrances, equities, or claims, except as described in the Prospectus.
(c) Capitalization. The authorized capitalization of the Company consists of (i) 300,000,000 shares of common stock, par value $0.001 per share, and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share, none of which preferred stock is currently outstanding. As of the date of the Underwriting Agreement, prior to giving effect to the Offering, there were 152,400,000 shares of common stock issued and outstanding, 4,200,000 shares of common stock held as treasury stock, and 3,850,000 options to purchase shares of common stock outstanding under the Company's 2021 Equity Incentive Plan at a weighted-average exercise price of $19.72 per share. All outstanding shares of common stock have been duly authorized and validly issued, are fully paid and non-assessable, and have been issued in compliance with all applicable federal and state securities laws. Except as described in the Prospectus and except for the Over-Allotment Option, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights), or agreements for the purchase or acquisition from the Company of any shares of its capital stock.
(d) Valid Issuance of Offered Securities. The Firm Shares and the additional shares of common stock subject to the Over-Allotment Option, when issued and delivered against payment therefor as contemplated by the Underwriting Agreement, will be duly authorized, validly issued, fully paid, and non-assessable, and will not have been issued in violation of, or subject to, any preemptive rights, rights of first refusal, or other similar rights of any security holder of the Company or any other person. The Firm Shares and such additional shares, when so issued and delivered, will be free and clear of any liens, encumbrances, charges, pledges, security interests, or restrictions on transfer, other than restrictions arising under the Securities Act, applicable state securities or blue sky laws, or the lock-up agreements executed and delivered by certain stockholders, directors, and officers of the Company in connection with the Offering.
(e) Compliance of Registration Statement and Prospectus. The Registration Statement, as of its effective date (March 28, 2024), and each amendment thereto, as of its respective effective date, complied, and as of the Closing Date complies, in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder (the "Rules and Regulations"). The Prospectus Supplement, as of its date (October 28, 2025) and as of the Closing Date, complied and complies in all material respects with the requirements of the Securities Act and the Rules and Regulations. Each document, if any, filed or to be filed pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects with the requirements of the Exchange Act and the applicable rules and regulations of the SEC thereunder.
(f) No Material Misstatement or Omission. The Registration Statement, at the time it became effective, did not contain, and as of the Closing Date does not contain, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as of its date and as of the Closing Date, did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing representations do not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein.
(g) NYSE Listing. The Company's common stock is listed on the New York Stock Exchange (the "NYSE") under the ticker symbol "RDGM," and the Company is in compliance in all material respects with all applicable listing standards, rules, and requirements of the NYSE. The Company has not received any notification from the NYSE that it is not in compliance with any applicable listing standard. The Firm Shares and the additional shares of common stock issuable upon exercise of the Over-Allotment Option have been approved for listing on the NYSE, subject only to official notice of issuance. The Company has taken no action designed to, or reasonably likely to have the effect of, terminating the listing of the Company's common stock on the NYSE, nor has the Company received any notification that the NYSE is contemplating terminating such listing.
(h) Gaming Licenses. The Company and its subsidiaries maintain all licenses, permits, approvals, authorizations, and registrations issued by gaming regulatory authorities (collectively, "Gaming Licenses") that are necessary for the conduct of the Company's business as currently conducted and as described in the Registration Statement and the Prospectus, including the following:
(i) Nevada Gaming Commission License No. NGC-2019-04172, issued by the Nevada Gaming Commission;
(ii) New Jersey Division of Gaming Enforcement License No. NJDGE-2020-1138, issued by the New Jersey Division of Gaming Enforcement; and
(iii) Mississippi Gaming Commission License No. MGC-2018-0623, issued by the Mississippi Gaming Commission.
All such Gaming Licenses are in full force and effect and are not subject to any pending or, to the knowledge of the undersigned, threatened revocation, suspension, limitation, or modification proceeding. The Company and its subsidiaries are in compliance in all material respects with the terms and conditions of all Gaming Licenses and all applicable gaming laws, rules, and regulations in each jurisdiction in which they operate. Neither the Company nor any of its subsidiaries has received any written notice or other communication from any gaming regulatory authority indicating that any Gaming License will not be renewed upon its expiration in the ordinary course or that any adverse action is being considered with respect to any Gaming License.
(i) Pending Gaming Applications. The Company has filed applications for gaming licenses or approvals with (i) the Louisiana Gaming Control Board, filed on August 12, 2025, and (ii) the Indiana Gaming Commission, filed on September 5, 2025. As of the date hereof, no such application has been denied or withdrawn, and no gaming regulatory authority has indicated to the Company that any such application is deficient or that the Company or any of its affiliates, directors, officers, or key employees has been found unsuitable or has failed to meet any applicable standard for licensure. The Company is not aware of any facts or circumstances that would reasonably be expected to result in the denial of any such application or the imposition of any material conditions or limitations in connection therewith.
(j) Financial Statements. The consolidated financial statements incorporated by reference in the Registration Statement and the Prospectus, including the audited consolidated financial statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (as amended by the Form 10-K/A filed with the SEC on July 15, 2025), and the unaudited condensed consolidated financial statements contained in the Company's Quarterly Reports on Form 10-Q, present fairly in all material respects the consolidated financial position, results of operations, and cash flows of the Company and its consolidated subsidiaries as of and for the periods indicated therein. Such financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") applied on a consistent basis throughout the periods involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustments and the absence of notes that, individually or in the aggregate, would not be material. The audited consolidated financial statements referred to above have been audited by Kaplan Feld & Associates LLP, the Company's independent registered public accounting firm, in accordance with the standards of the Public Company Accounting Oversight Board. The other financial information and statistical data included or incorporated by reference in the Registration Statement and the Prospectus are accurately presented in all material respects and prepared on a basis consistent with the financial statements and the books and records of the Company.
(k) Indebtedness. The Company's material indebtedness as described in the Prospectus Supplement is accurately described in all material respects, and the Company is not in default under any indenture, mortgage, deed of trust, credit agreement, loan agreement, note, or other agreement or instrument evidencing any such indebtedness. As of the Closing Date, the Company's material indebtedness consists of the following:
(i) 6.25% Senior Secured Notes due June 15, 2028, issued pursuant to an Indenture dated June 15, 2021, between the Company and Crestline National Bank, as Trustee, with an aggregate principal amount outstanding of $325,000,000;
(ii) 5.875% Senior Notes due September 20, 2031, issued pursuant to an Indenture dated September 20, 2024, between the Company and Hollowell Financial, as Trustee, with an aggregate principal amount outstanding of $200,000,000; and
(iii) Revolving Credit Facility, pursuant to the Second Amended and Restated Credit Agreement dated April 30, 2022, among the Company, as borrower, certain subsidiaries of the Company, as guarantors, the lenders from time to time party thereto, and Meridian National Bank, N.A., as Administrative Agent, providing for revolving credit commitments of $400,000,000, of which $135,000,000 is currently drawn, maturing on April 30, 2027, and bearing interest at Term SOFR plus 2.50% per annum.
No event of default, or event that with the giving of notice or the passage of time or both would constitute an event of default, has occurred and is continuing under any such instrument. The execution and delivery of the Underwriting Agreement and the consummation of the Offering do not and will not constitute an event of default, or give rise to any right of acceleration or prepayment, under any such instrument.
Section 3. Compliance with Covenants
Each of the undersigned hereby certifies that the Company has performed and complied with, in all material respects, all covenants, agreements, obligations, and conditions required by the Underwriting Agreement to be performed or complied with by the Company at or prior to the Closing Date. Without limiting the generality of the foregoing, each of the undersigned specifically confirms as follows:
(a) Since the date of the Underwriting Agreement (October 28, 2025), the Company has not, directly or indirectly, issued, sold, offered to sell, granted any option or right for the purchase or sale of, or otherwise disposed of or agreed to dispose of, any shares of common stock or any securities convertible into, or exercisable or exchangeable for, common stock, except (i) the Firm Shares to be issued and sold to the Underwriters pursuant to the Underwriting Agreement and (ii) shares of common stock issued upon the exercise of stock options outstanding as of the date of the Underwriting Agreement and disclosed in the Prospectus.
(b) The Company has not taken any action, and no event has occurred, that would require an adjustment to the number of shares of common stock issuable under the Over-Allotment Option pursuant to the anti-dilution provisions or other terms of the Underwriting Agreement.
(c) The Company has cooperated fully with the Underwriters in connection with the qualification or registration of the Firm Shares (and any additional shares issuable upon exercise of the Over-Allotment Option) for offer and sale under the securities or blue sky laws of such jurisdictions as the Representatives have reasonably requested, and the Company has filed or caused to be filed all necessary applications, notices, and other documents in connection therewith.
(d) The Company has caused to be delivered to Continental Share Services, Inc., the Company's transfer agent and registrar for its common stock, irrevocable instructions to issue the Firm Shares (and any additional shares upon exercise of the Over-Allotment Option) in book-entry form through the facilities of The Depository Trust Company, in the names and denominations specified by the Representatives, against receipt of payment therefor.
Section 4. Absence of Material Adverse Change
Each of the undersigned hereby certifies that, since the date of the most recent financial statements of the Company incorporated by reference in the Registration Statement and the Prospectus (being the audited consolidated financial statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended by the Form 10-K/A filed with the SEC on July 15, 2025, and the unaudited condensed consolidated financial statements contained in the Company's most recently filed Quarterly Report on Form 10-Q), except as specifically disclosed in or expressly contemplated by the Prospectus Supplement:
(a) There has been no material adverse change, or any development involving or that could reasonably be expected to involve a prospective material adverse change, in or affecting the business, properties, management, financial position, stockholders' equity, results of operations, or prospects of the Company and its subsidiaries, taken as a whole (a "Material Adverse Effect").
(b) There have been no transactions entered into by the Company or any of its subsidiaries, other than transactions in the ordinary course of business consistent with past practice, that are material to the Company and its subsidiaries taken as a whole.
(c) There has been no obligation, contingent or otherwise, incurred by the Company or any of its subsidiaries that is material to the Company and its subsidiaries taken as a whole, other than obligations incurred in the ordinary course of business consistent with past practice.
(d) There has been no dividend or distribution of any kind declared, set aside for payment, paid, or made by the Company on or with respect to any class of its capital stock.
(e) There has been no change in the authorized or outstanding capitalization of the Company, except as contemplated by the Offering, and except for the issuance of shares of common stock upon the exercise of stock options previously outstanding and disclosed in the Prospectus.
Section 5. Absence of Certain Proceedings
Each of the undersigned hereby certifies as follows:
(a) There are no pending legal or governmental proceedings, actions, suits, investigations, or claims against or affecting the Company or any of its subsidiaries, or any of their respective properties, officers, or directors (in their capacities as such), that (i) are required to be disclosed in the Registration Statement or the Prospectus and are not so disclosed, (ii) could reasonably be expected to have a Material Adverse Effect, or (iii) could reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Underwriting Agreement.
(b) To the knowledge of the undersigned, after due inquiry, there are no threatened legal or governmental proceedings, actions, suits, investigations, or claims against or affecting the Company or any of its subsidiaries, or any of their respective properties, officers, or directors (in their capacities as such), that (i) are required to be disclosed in the Registration Statement or the Prospectus and are not so disclosed, (ii) could reasonably be expected to have a Material Adverse Effect, or (iii) could reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Underwriting Agreement.
(c) No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the undersigned, threatened by the SEC. No order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus has been issued by the SEC. The Company has not received any notice from the SEC indicating that the SEC intends to issue any such stop order or order preventing or suspending the use of any such document.
Section 6. Use of Proceeds
Each of the undersigned hereby certifies that the Company intends to apply the net proceeds from the Offering substantially as described in the Prospectus Supplement under the heading "Use of Proceeds." The gross proceeds from the sale of the Firm Shares are expected to be approximately $180,000,000 (based on the public offering price of $27.45 per share and the sale of 6,557,377 Firm Shares). After deducting the underwriting discount of approximately $7,200,000 (representing $1.098 per share, or 4.0% of the public offering price) and estimated offering expenses payable by the Company of approximately $1,350,000, the net proceeds to the Company from the Offering are estimated to be approximately $171,450,000. The Company intends to use such net proceeds as follows:
(a) Approximately $115,000,000 for the Company's planned expansion into the Louisiana and Indiana gaming markets, consisting of:
(i) Approximately $70,000,000 for the acquisition of development rights and initial construction costs for a casino-resort in Bossier City, Louisiana, including land acquisition, design and engineering, permitting, and initial site preparation and construction activities; and
(ii) Approximately $45,000,000 for the renovation, refurbishment, and rebranding of a leased gaming facility in Gary, Indiana, including capital improvements to the gaming floor, food and beverage facilities, and hotel accommodations, as well as costs associated with the procurement and installation of gaming equipment and technology systems.
(b) Approximately $50,000,000 for the partial retirement of the Company's outstanding 6.25% Senior Secured Notes due June 15, 2028, at par plus accrued and unpaid interest, which would reduce the outstanding principal amount of such notes from $325,000,000 to $275,000,000.
(c) The remainder, approximately $6,450,000, for general corporate purposes, including working capital, capital expenditures, and other corporate needs as determined by management.
The foregoing represents the Company's current intentions based on its present plans and business conditions. The Company reserves the right to change the allocation of net proceeds among the foregoing purposes, as described in the Prospectus Supplement, depending on market conditions, the progress of the Company's expansion plans, and other factors. Pending the application of the net proceeds as described above, the Company intends to invest such proceeds in short-term, interest-bearing, investment-grade securities, certificates of deposit, or direct or guaranteed obligations of the United States government.
Section 7. Lock-Up Compliance
Each of the undersigned hereby certifies that, to the knowledge of the undersigned after due inquiry:
(a) Each person required to execute a lock-up agreement pursuant to Section 6(a) of the Underwriting Agreement has duly executed and delivered such lock-up agreement to the Representatives, and copies of all such executed lock-up agreements have been delivered or made available to the Representatives. The persons who have executed lock-up agreements include all ten (10) members of the Board of Directors and all executive officers of the Company, as well as Grandview Capital Partners, LP (holder of 18,720,000 shares of common stock of the Company, representing approximately 12.28% of the outstanding shares of common stock prior to giving effect to the Offering).
(b) The lock-up period under each such lock-up agreement is 90 days from the date of the final Prospectus Supplement (i.e., from October 28, 2025 through and including January 26, 2026), subject to earlier release with the prior written consent of Pinnacle Zanthor & Co., as Lead Bookrunning Manager. During the lock-up period, the persons subject to such agreements are restricted from offering, selling, pledging, contracting to sell, or otherwise disposing of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock, subject to the limited exceptions set forth in the form of lock-up agreement attached as Exhibit A to the Underwriting Agreement.
(c) As of the date hereof, to the knowledge of the undersigned, no person subject to a lock-up agreement has breached or is in violation of such agreement, and no person has requested or been granted a release or waiver from any lock-up obligation.
Section 8. Satisfaction of Conditions to Closing
Each of the undersigned hereby certifies that all conditions to the obligations of the Company under Section 7 of the Underwriting Agreement that are required to be satisfied at or prior to the Closing Date have been duly satisfied. Without limiting the generality of the foregoing, each of the undersigned confirms that the following deliverables and conditions have been satisfied:
(a) Calderwood & Harkness LLP, counsel to the Company, has delivered to the Underwriters its written legal opinion, dated the Closing Date, filed as Exhibit 5.1 to the Registration Statement, covering an aggregate of 7,540,983 shares of common stock (consisting of 6,557,377 Firm Shares and 983,606 shares issuable upon exercise of the Over-Allotment Option), and referencing, among other things, the resolutions of the Board of Directors of the Company adopted on September 30, 2025, and the resolutions of the Pricing Committee adopted on October 28, 2025. Such opinion addresses the valid issuance, full payment, and non-assessability of the shares, as well as the absence of violations of applicable law and the Company's organizational documents in connection with the Offering.
(b) Calderwood & Harkness LLP has delivered to the Underwriters its negative assurance letter (10b-5 letter), dated the Closing Date, confirming that, based upon such counsel's review and participation in the preparation of the Registration Statement and the Prospectus, nothing has come to such counsel's attention that causes it to believe that the Registration Statement (as of its most recent effective date) or the Prospectus (as of its date and as of the Closing Date), as amended or supplemented, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements, schedules, and other financial or statistical data included or incorporated by reference therein, as to which such counsel expresses no view).
(c) Kaplan Feld & Associates LLP, the Company's independent registered public accounting firm (engagement partner: Sandra Meyers, CPA), has delivered to the Underwriters (i) its initial comfort letter, dated October 28, 2025, and (ii) its bring-down comfort letter, dated the Closing Date, each in form and substance satisfactory to the Representatives, in accordance with Statement on Auditing Standards No. 72 (as amended or supplemented), covering certain financial information, financial data, and statistical information contained in or incorporated by reference into the Registration Statement and the Prospectus.
(d) The Secretary of the Company has delivered to the Representatives a Secretary's Certificate, dated the Closing Date, certifying as to (i) the Certificate of Incorporation of the Company (as amended to date), (ii) the Bylaws of the Company (as amended to date), (iii) the resolutions of the Board of Directors adopted at a meeting held on September 30, 2025, authorizing the Offering and related transactions, (iv) the resolutions of the Pricing Committee adopted on October 28, 2025, approving the final terms of the Offering, and (v) the incumbency and specimen signatures of the officers and directors of the Company authorized to execute and deliver documents in connection with the Offering.
(e) The Firm Shares and the additional shares of common stock issuable upon exercise of the Over-Allotment Option have been approved for listing on the NYSE, subject only to official notice of issuance.
(f) The Company has received and delivered to the Representatives (i) a certificate of good standing for the Company issued by the Secretary of State of the State of Delaware, dated within five (5) business days prior to the Closing Date, and (ii) a certificate of good standing (or equivalent certificate of authorization) for the Company issued by the Secretary of State of the State of Nevada, dated within five (5) business days prior to the Closing Date.
(g) Lock-up agreements, in the form attached as Exhibit A to the Underwriting Agreement, have been duly executed and delivered by all persons required to provide such agreements, as described in Section 7 of this Certificate.
(h) No event has occurred that would permit the Underwriters to terminate their obligations under the Underwriting Agreement pursuant to Section 8 thereof, including without limitation (i) no suspension or material limitation of trading in securities generally on the NYSE or the Nasdaq Stock Market, (ii) no general moratorium on commercial banking activities declared by federal or state authorities, (iii) no material disruption in securities settlement, payment, or clearance services in the United States, and (iv) no outbreak or escalation of hostilities, declaration of national emergency, or other national or international calamity or crisis that, in the reasonable judgment of the Representatives, makes it impracticable or inadvisable to proceed with the Offering.
Section 9. Board and Pricing Committee Authorization
Each of the undersigned hereby certifies as follows:
(a) The Board of Directors of the Company, at a meeting duly called and held on September 30, 2025, at which a quorum was present and acted throughout, duly adopted resolutions (the "Board Resolutions") authorizing the Offering, including the issuance and sale of up to 8,000,000 shares of common stock at a price not less than $25.00 per share, and established a Pricing Committee (the "Pricing Committee") consisting of Marcus Hale (Chief Executive Officer), Lena Okafor (Chief Financial Officer), and Patricia Moynihan (Independent Director and Chair of the Finance Committee of the Board of Directors), with the power and authority to determine and approve the final terms and conditions of the Offering within the parameters established by the Board Resolutions.
(b) The Pricing Committee, acting within the scope of the authority delegated to it by the Board of Directors pursuant to the Board Resolutions, on October 28, 2025, duly approved the final terms of the Offering, including the following:
(i) The public offering price of $27.45 per share;
(ii) The number of Firm Shares: 6,557,377 shares of common stock;
(iii) The underwriting discount of $1.098 per share (representing 4.0% of the public offering price);
(iv) The Over-Allotment Option for up to 983,606 additional shares of common stock; and
(v) The execution and delivery of the Underwriting Agreement and such other documents and instruments as may be necessary or desirable in connection with the consummation of the Offering.
The Board Resolutions and the resolutions of the Pricing Committee have not been amended, modified, rescinded, or revoked and remain in full force and effect as of the date hereof.
Section 10. Additional Certifications
Each of the undersigned further certifies as follows:
(a) Exchange Act Reporting. The Company has filed all reports, schedules, forms, statements, and other documents required to be filed by it under the Exchange Act during the twelve (12) months preceding the date hereof (or such shorter period as the Company was required to file such reports, schedules, forms, statements, and other documents), including the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, the Form 10-K/A filed with the SEC on July 15, 2025, all Quarterly Reports on Form 10-Q, and all Current Reports on Form 8-K, in each case in a timely manner and in compliance with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder. All such filings, as of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of such subsequent filing), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC thereunder.
(b) Internal Controls. The Company maintains a system of internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Such system of internal controls over financial reporting is effective as of the date hereof. The Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and is accumulated and communicated to the Company's management, including the undersigned, as appropriate to allow timely decisions regarding required disclosure. Since the date of the most recently completed audit of the Company's internal controls over financial reporting by Kaplan Feld & Associates LLP, there has been no change in the Company's internal controls over financial reporting that has materially affected, or is reasonably likely to materially affect, such internal controls.
(c) Directors' and Officers' Liability Insurance. The Company maintains directors' and officers' liability insurance coverage through Sentinel Risk Underwriters, Inc. pursuant to Policy No. SRU-DOX-2025-41882, providing coverage with a policy limit of $75,000,000 in the aggregate, with such deductibles, retentions, and sub-limits as are customary for companies of similar size and in similar industries. Such policy is in full force and effect as of the date hereof and has not been cancelled, terminated, or materially modified, and no notice of cancellation, termination, or material modification has been received by the Company. The Company has paid all premiums due thereunder and is not in default of any provision thereof. The Company is not aware of any pending or threatened claims under such policy that would exhaust or materially reduce the available coverage thereunder.
Each of the undersigned acknowledges that the Underwriters are relying upon this Certificate, and the representations, warranties, certifications, and statements contained herein, in connection with the purchase and sale of the Firm Shares and the other transactions contemplated by the Underwriting Agreement. This Certificate may be relied upon by Calderwood & Harkness LLP, counsel to the Company, and Whitfield Poole & Crane LLP, counsel to the Underwriters, in connection with their respective opinions and letters delivered on the Closing Date.
This Certificate may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.
[Signature Page Follows]
SIGNATURE PAGE TO OFFICER'S CERTIFICATE
IN WITNESS WHEREOF, each of the undersigned has executed this Officer's Certificate as of October 31, 2025.
REDSTONE GAMING CORP.
By: ________
Name: Marcus Hale
Title: Chief Executive Officer and Director
Date: October 31, 2025
REDSTONE GAMING CORP.
By: ________
Name: Lena Okafor
Title: Chief Financial Officer
Date: October 31, 2025
Address of the Company: Redstone Gaming Corp. 3900 Las Vegas Boulevard South, Suite 1200 Las Vegas, NV 89119
Employer Identification Number (EIN): 88-1034572

OFFICER'S CERTIFICATE

SIGNATURE PAGE TO OFFICER'S CERTIFICATE

REDSTONE GAMING CORP.

REDSTONE GAMING CORP.

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