1033-00002 · Redstone Gaming Corp · Closing Deliverables

officers-certificate-cfo-draft.docx DOCUMENT Capital Markets

3 / 36 ← → ✕

OFFICER'S CERTIFICATE

Redstone Gaming Corp.

Pursuant to Section [__] of the Underwriting Agreement dated as of October [28], 2025

[DRAFT — October __, 2025]

Note: Brackets throughout this certificate indicate placeholders to be completed upon pricing and/or closing. All bracketed references to sections of the Underwriting Agreement are subject to finalization of the execution version thereof.

I, Lena Okafor, in my capacity as the Chief Financial Officer of Redstone Gaming Corp., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), hereby certify and deliver this Officer's Certificate (this "Certificate") pursuant to Section [__] of the Underwriting Agreement (the "Agreement"), dated as of October [28], 2025, among Redstone Gaming Corp. and the several underwriters named therein, acting through their representatives: Pinnacle Zanthor & Co., as lead bookrunning manager, Hargrove Williams Securities LLC, as joint bookrunning manager, and Clearwater Capital Markets Inc., as co-manager (collectively, the "Underwriters," and each, an "Underwriter"), as representatives of the several underwriters named in Schedule I to the Agreement.

This Certificate is being delivered on October [31], 2025 (the "Closing Date") as a condition to the obligations of the Underwriters to purchase the Shares (as defined in the Agreement) at the closing of the offering contemplated by the Agreement, and in satisfaction of the requirements of Section [__] of the Agreement.

This Certificate is delivered in connection with the offering by the Company of 6,557,377 shares of common stock of the Company, par value $0.001 per share (the "Firm Shares"), plus up to 983,606 additional shares of common stock of the Company pursuant to the over-allotment option granted by the Company to the Underwriters under Section [__] of the Agreement (the "Option Shares," and together with the Firm Shares, the "Shares").

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

1. Capacity and Authority

I, Lena Okafor, hereby certify that I am the duly elected, qualified, and acting Chief Financial Officer of Redstone Gaming Corp. I have held this position continuously since January 15, 2023, and I have not been removed from, nor have I resigned from, such position as of the date hereof. I am authorized to execute and deliver this Certificate on behalf of the Company, and no further corporate action, resolution, or authorization is required in connection with my execution and delivery of this Certificate.

In connection with the preparation and delivery of this Certificate, I have reviewed and am familiar with the following documents:

(a) the Underwriting Agreement, dated as of October [28], 2025, among the Company and the Underwriters;

(b) the Registration Statement on Form S-3 (File No. 333-278401) (the "Registration Statement"), initially filed with the Securities and Exchange Commission (the "SEC") on March 15, 2024, and declared effective on March 28, 2024, as amended through the date hereof;

(d) the Preliminary Prospectus Supplement dated October 6, 2025 (the "Preliminary Prospectus Supplement"), filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act");

(e) the Final Prospectus Supplement dated October [28], 2025 (the "Final Prospectus Supplement," and together with the Preliminary Prospectus Supplement, the "Prospectus Supplement," and the Prospectus Supplement together with the Base Prospectus, the "Prospectus"), filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act; and

(f) such other documents, records, certificates, and instruments as I have deemed necessary or appropriate for the purposes of the certifications made herein.

I am familiar with the affairs, financial condition, and business operations of the Company and its subsidiaries, including, without limitation, RedBet Digital LLC, a limited liability company organized under the laws of the State of Delaware and a wholly owned subsidiary of the Company, and I have made such investigations and inquiries as I have deemed necessary or appropriate to provide the certifications set forth herein.

2. Representations and Warranties

I hereby certify that, to my knowledge after reasonable investigation, the representations and warranties of the Company set forth in Section [__] of the Agreement are true and correct in all material respects as of the date of the Agreement 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 relate to a specific date, which are true and correct in all material respects as of such date). Without limiting the generality of the foregoing, I specifically certify as follows with respect to the following representations:

(a) Organization and Good Standing

The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of its business or the ownership, leasing, or operation of its properties requires such qualification, including, without limitation, the State of Nevada, the State of New Jersey, the State of Mississippi, and each other state in which the Company or any of its subsidiaries conducts material operations. The Company possesses all requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus.

(b) Authorization of the Shares

The Shares have been duly authorized by the Board of Directors of the Company (the "Board") pursuant to resolutions duly adopted at a meeting of the Board held on September 30, 2025, at which a quorum was present and acting throughout, and such resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the date hereof. The Shares, upon issuance and delivery by the Company against payment therefor in accordance with the terms of the Agreement, will be validly issued, fully paid, and non-assessable, and the issuance of the Shares will not be subject to any preemptive rights, rights of first refusal, or similar rights of any stockholder of the Company or any other person.

The authorized capital stock 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. As of the date hereof (prior to giving effect to the offering contemplated by the Agreement), (A) 152,400,000 shares of common stock are issued and outstanding, (B) 4,200,000 shares of common stock are held in the treasury of the Company, (C) no shares of preferred stock are issued or outstanding, and (D) 3,850,000 shares of common stock are subject to outstanding options granted under the Company's 2021 Equity Incentive Plan (the "Plan") at a weighted-average exercise price of $19.72 per share. Except as set forth in the Prospectus or as otherwise disclosed in the Company's filings with the SEC, there are no outstanding subscriptions, rights, warrants, options, calls, convertible or exchangeable securities, commitments of sale, or other agreements or arrangements obligating the Company to issue, deliver, or sell any additional shares of its capital stock.

(d) Accuracy of the Registration Statement and the Prospectus

The Registration Statement, at the time it became effective on March 28, 2024, did not contain any 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 any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each "issuer free writing prospectus" (as defined in Rule 433 under the Securities Act), if any, used in connection with the offering, when taken together with the Prospectus, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(e) Financial Statements

The financial statements incorporated by reference in the Registration Statement and the Prospectus, including the audited consolidated financial statements for the fiscal year ended December 31, 2024, as set forth 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), have been audited by Kaplan Feld & Associates LLP, an independent registered public accounting firm, as stated in their reports incorporated therein. Such financial statements present fairly in all material respects the consolidated financial condition, results of operations, and cash flows of the Company and its consolidated subsidiaries as of the dates and for the periods indicated, in conformity with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as otherwise noted therein). For the fiscal year ended December 31, 2024, the Company reported total revenue of approximately $2.47 billion, Adjusted EBITDA of approximately $612 million, and net income of approximately $187 million, in each case as presented in, and calculated in accordance with the methodologies described in, the Company's Annual Report on Form 10-K (as amended). The selected financial data and summary financial information included or incorporated by reference in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with the audited financial statements of the Company.

(f) No Violation or Default

Neither the Company nor any of its subsidiaries is in violation of, or in default under, any provision of (i) the Company's Amended and Restated Certificate of Incorporation, as currently in effect, or the Company's Amended and Restated Bylaws, as currently in effect, (ii) any material agreement, indenture, mortgage, deed of trust, lease, instrument, or other obligation to which the Company or any of its subsidiaries is a party or by which any of them or their respective properties or assets is bound, or (iii) any statute, law, rule, regulation, judgment, order, writ, injunction, or decree of any governmental authority applicable to the Company or any of its subsidiaries. Without limiting the generality of the foregoing, the Company is not in violation of, or in default under, any provision of:

(i) the Indenture dated as of June 15, 2021, between the Company and Fidelitas Trust Company, N.A., as trustee, governing the 6.25% Senior Secured Notes due 2028 ($325,000,000 aggregate principal amount outstanding as of the date hereof, prior to giving effect to the partial retirement described in Section 3(d) below);

(ii) the Indenture dated as of September 20, 2024, between the Company and Fidelitas Trust Company, N.A., as trustee, governing the 5.875% Senior Notes due 2031 ($200,000,000 aggregate principal amount outstanding); or

(iii) the Second Amended and Restated Revolving Credit Agreement, dated as of April 30, 2022, among the Company, the lenders party thereto, and Meridian National Bank, N.A., as administrative agent, providing for a revolving credit facility with an aggregate commitment of $400,000,000, of which $135,000,000 is currently drawn, maturing on April 30, 2027, and bearing interest at a rate per annum equal to the Term Secured Overnight Financing Rate ("Term SOFR") plus 2.50%.

The execution and delivery of the Agreement and the issuance and sale of the Shares do not and will not result in a breach or violation of, or conflict with, or constitute a default under, any of the foregoing or any other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which any of them or any of their properties or assets is bound.

(g) Gaming Regulatory Compliance

The Company and each of its subsidiaries hold all material gaming licenses, permits, approvals, authorizations, registrations, findings of suitability, and other regulatory approvals (collectively, "Gaming Approvals") necessary for the conduct of their respective businesses as currently conducted and as described in the Registration Statement and the Prospectus, including, without limitation:

(i) Nevada Gaming Commission License No. NGC-2019-04172, authorizing the Company's gaming operations in the State of Nevada;

(ii) New Jersey Division of Gaming Enforcement License No. NJDGE-2020-1138, authorizing the Company's gaming operations in the State of New Jersey; and

(iii) Mississippi Gaming Commission License No. MGC-2018-0623, authorizing the Company's gaming operations in the State of Mississippi.

All such Gaming Approvals are valid and in full force and effect, and the Company and its subsidiaries are in compliance in all material respects with the terms and conditions thereof. Applications for gaming licenses have been duly submitted to (A) the Louisiana Gaming Control Board on August 12, 2025, and (B) the Indiana Gaming Commission on September 5, 2025, and such applications are currently pending. The Company is not aware of any facts or circumstances that would reasonably be expected to result in the denial, revocation, suspension, limitation, or non-renewal of any Gaming Approval.

(h) Tax Matters

The Company and each of its subsidiaries have filed all material federal, state, local, and foreign tax returns required to be filed by them and have paid all material taxes, assessments, fees, and other governmental charges due and owing therein (including any interest, additions to tax, or penalties related thereto), except for any such taxes as are being contested in good faith and for which adequate reserves have been established in accordance with GAAP. The Company's Employer Identification Number is 88-1034572. There are no material tax liens on any of the properties or assets of the Company or any of its subsidiaries. No material deficiency for any tax has been asserted or assessed by any taxing authority against the Company or any of its subsidiaries that has not been resolved or adequately reserved for.

(i) Compliance with Securities Laws

The Company is in compliance in all material respects with the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC promulgated thereunder, including, without limitation, Regulation S-K, Regulation S-X, and Regulation FD. The Company has timely filed all reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, and all such filings complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to such filings.

(j) NYSE Listing

The Shares have been approved for listing on the New York Stock Exchange (the "NYSE") under the ticker symbol "RDGM," subject only to official notice of issuance. The Company is in compliance in all material respects with the listing standards and requirements of the NYSE, and the Company has not received any notification from the NYSE regarding any non-compliance therewith. The CUSIP number for the Company's common stock is 76134Q 108.

3. Compliance with Covenants

I hereby certify that the Company has performed and complied in all material respects with all covenants, agreements, and conditions required to be performed or complied with by the Company under the Agreement on or before the Closing Date. Without limiting the generality of the foregoing, I specifically certify compliance with the following obligations:

(a) Filing of the Final Prospectus Supplement

The Company has duly filed the Final Prospectus Supplement with the SEC pursuant to Rule 424(b)(5) under the Securities Act within the time period required by such Rule, and the Company has furnished to the Underwriters, for their review and approval, copies of the Final Prospectus Supplement prior to such filing.

(b) Notification Obligations

The Company has complied with its obligations under the Agreement regarding notification to the Underwriters of (i) any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, or any order preventing or suspending the use of the Preliminary Prospectus Supplement or the Final Prospectus Supplement, (ii) any suspension of the qualification of the Shares for offering or sale in any jurisdiction, (iii) the initiation or threatening of any proceeding for any such purpose, and (iv) any request by the SEC for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information. As of the Closing Date, no such stop order has been issued, no such proceedings have been initiated or, to the knowledge of the undersigned, threatened, and no such request has been received by the Company.

The Company has made all necessary arrangements for the delivery of the Shares to the Underwriters through the facilities of The Depository Trust Company ("DTC") via Continental Share Services, Inc., in its capacity as transfer agent and registrar for the Company's common stock. The Company has delivered, or caused to be delivered, all instructions, documentation, and authorizations necessary to effect the delivery of the Shares through DTC on the Closing Date.

(d) Use of Proceeds

The Company intends to apply the net proceeds from the sale of the Shares (estimated at approximately $171,450,000, after deducting underwriting discounts and commissions and estimated offering expenses) in the manner described in the Prospectus, as follows:

(i) approximately $115,000,000 for the Company's Louisiana and Indiana expansion projects, consisting of (A) approximately $70,000,000 for the development of the Bossier City, Louisiana casino-resort project, and (B) approximately $45,000,000 for the renovation of the Gary, Indiana gaming facility;

(ii) approximately $50,000,000 for the partial retirement of the 6.25% Senior Secured Notes due 2028 at par, which will reduce the outstanding principal amount from $325,000,000 to $275,000,000; and

(iii) the remainder of approximately $6,450,000 for general corporate purposes, which may include working capital, capital expenditures, and other corporate needs.

(e) Lock-Up Obligations

All required lock-up agreements (the "Lock-Up Agreements") have been duly executed and delivered to Pinnacle Zanthor & Co. on behalf of the Underwriters. The Lock-Up Agreements cover all ten (10) directors and executive officers of the Company, as well as Grandview Capital Partners, LP, a significant stockholder of the Company. Each Lock-Up Agreement provides for a restriction period of ninety (90) days from the date of the Final Prospectus Supplement, during which period the signatories thereto have agreed not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of any shares of common stock of the Company or any securities convertible into or exchangeable for shares of common stock, subject to customary exceptions as set forth in the Lock-Up Agreements. To the knowledge of the undersigned, no signatory to a Lock-Up Agreement has breached or is in violation of the terms thereof.

4. No Material Adverse Change

I hereby certify 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 for the fiscal year ended December 31, 2024, as set forth 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, and as supplemented by the Company's subsequent Quarterly Reports on Form 10-Q), there has been:

(a) no material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties, management, financial position, stockholders' equity, or results of operations of the Company and its subsidiaries, taken as a whole (a "Material Adverse Effect"), except as set forth in or contemplated by the Registration Statement and the Prospectus;

(b) no material adverse change in the Company's long-term or short-term debt, or any material increase in the Company's contingent liabilities, except as set forth in or contemplated by the Registration Statement and the Prospectus;

(d) no loss or interference with the Company's business from fire, explosion, flood, or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order, or decree, that has had or would reasonably be expected to have a Material Adverse Effect; and

(e) no transaction entered into by the Company or any of its subsidiaries, other than transactions in the ordinary course of business, that is material to the Company and its subsidiaries, taken as a whole.

The foregoing representation covers the period from December 31, 2024 through and including the Closing Date, October [31], 2025.

5. No Stop Order or Proceedings

I hereby certify that, as of the Closing Date:

(a) No stop order suspending the effectiveness of the Registration Statement (File No. 333-278401) has been issued by the SEC, and no proceedings for that purpose have been initiated or, to the knowledge of the undersigned after reasonable inquiry, threatened by the SEC or any other governmental authority.

(b) No order preventing or suspending the use of the Preliminary Prospectus Supplement or the Final Prospectus Supplement has been issued by the SEC.

(c) The Registration Statement remains effective under the Securities Act as of the date hereof and, to the knowledge of the undersigned, no facts or circumstances exist that would reasonably be expected to cause the Registration Statement to cease to be effective.

(d) No proceedings have been initiated or, to the knowledge of the undersigned, threatened by the SEC or any other governmental authority seeking to suspend the qualification of the Shares for offering or sale in any jurisdiction.

6. Satisfaction of Conditions to Closing

I hereby certify that, to my knowledge after reasonable investigation, all conditions precedent to the obligations of the Underwriters to purchase and pay for the Shares as set forth in Section [__] of the Agreement have been satisfied or, with the prior written consent of the Underwriters (or their representatives), waived as of the Closing Date. Without limiting the generality of the foregoing, the following conditions have been satisfied:

(a) Legal Opinions. The Company has caused to be delivered to the Underwriters the legal opinions of Calderwood & Harkness LLP, counsel to the Company, dated the Closing Date, including (i) the opinion of Calderwood & Harkness LLP in the form required by Section [] of the Agreement, addressing, among other things, the due organization of the Company, the authorization and valid issuance of the Shares, and the absence of conflicts with applicable law and material agreements (including the Exhibit 5.1 opinion filed as part of the Registration Statement), and (ii) the negative assurance letter (10b-5 letter) of Calderwood & Harkness LLP in the form required by Section [] of the Agreement, stating that nothing has come to their attention that would cause them to believe that the Registration Statement, at the time it became effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, as of its date and as of the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b) Comfort Letters. Kaplan Feld & Associates LLP has delivered to the Underwriters (i) an initial comfort letter dated October [28], 2025, and (ii) a bring-down comfort letter dated the Closing Date, each in form and substance satisfactory to the Underwriters and their counsel, covering such financial and accounting matters as are customarily covered in comfort letters delivered in connection with underwritten offerings of equity securities, including, without limitation, the financial statements and financial data incorporated by reference in the Registration Statement and the Prospectus.

(c) Lock-Up Agreements. Lock-Up Agreements from all required signatories (as described in Section 3(e) above) have been duly executed and delivered to Pinnacle Zanthor & Co. on behalf of the Underwriters.

(d) Secretary's Certificate. The Secretary (or an Assistant Secretary) of the Company has delivered to the Underwriters a certificate, dated the Closing Date, certifying as to (i) the Company's Amended and Restated Certificate of Incorporation, as currently in effect, (ii) the Company's Amended and Restated Bylaws, as currently in effect, (iii) the resolutions of the Board of Directors of the Company adopted on September 30, 2025, authorizing the offering, issuance, and sale of the Shares and the execution and delivery of the Agreement and the other transaction documents, (iv) the resolutions of the Pricing Committee of the Board of Directors establishing the public offering price and related terms of the offering, and (v) the incumbency and specimen signatures of the officers of the Company authorized to execute and deliver the Agreement, this Certificate, and the other documents and instruments delivered in connection therewith.

(e) Good Standing Certificates. The Company has delivered to the Underwriters certificates of good standing (or the equivalent) for the Company from the Secretary of State of the State of Delaware and the Secretary of State of the State of Nevada, each dated within five (5) business days of the Closing Date.

(f) NYSE Listing Approval. The NYSE has approved the listing of the Shares (including up to 7,540,983 shares of common stock, reflecting both the Firm Shares and the Option Shares) on the NYSE, subject only to official notice of issuance, and no proceedings to delist the Company's common stock from the NYSE have been initiated or, to the knowledge of the undersigned, threatened.

(g) No Material Adverse Effect. No Material Adverse Effect has occurred since the date of the Agreement through and including the Closing Date.

7. Additional Certifications

In addition to the foregoing, I hereby certify as follows:

(a) Internal Controls over Financial Reporting

The Company maintains a system of internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Such internal controls include, without limitation, policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company and its consolidated subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the Board of Directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the Company's financial statements.

(b) Disclosure Controls and Procedures

The Company's disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) are effective as of the date of the most recent evaluation of such controls and procedures conducted by the Company's management, including the undersigned and the Company's Chief Executive Officer, and such disclosure controls and procedures are designed 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 that such information is accumulated and communicated to the Company's management, including the undersigned and the Company's Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company maintains directors' and officers' liability insurance with Sentinel Risk Underwriters, Inc. under Policy No. SRU-DOX-2025-41882, providing coverage with an aggregate policy limit of $75,000,000. Such insurance policy is in full force and effect as of the Closing Date, and all premiums due and payable thereunder have been paid. To the knowledge of the undersigned, no claim has been made under such policy that would reasonably be expected to exhaust or materially reduce the available coverage thereunder.

8. Reliance

This Certificate is furnished to the Underwriters pursuant to Section [__] of the Agreement and is delivered as a condition to the obligations of the Underwriters to purchase and pay for the Shares at the closing of the offering contemplated thereby. This Certificate and the certifications contained herein may be relied upon by the Underwriters and by Whitmore & Pratt LLP, counsel to the Underwriters, in connection with the consummation of the transactions contemplated by the Agreement, and for no other purpose.

The certifications contained in this Certificate are made to the knowledge of the undersigned after reasonable investigation and inquiry, including review of relevant corporate records, consultation with members of the Company's management team and legal counsel, and such other investigation and inquiry as the undersigned has deemed necessary or appropriate under the circumstances. No statement contained herein is made on the basis of personal knowledge alone, but rather reflects the information available to the undersigned in her capacity as Chief Financial Officer of the Company after conducting such reasonable investigation and inquiry.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Officer's Certificate as of the date first set forth above.

REDSTONE GAMING CORP.

By: ________

Name: Lena Okafor

Title: Chief Financial Officer

Date: October [31], 2025

Address:

Redstone Gaming Corp. 3900 Las Vegas Boulevard South, Suite 1200 Las Vegas, NV 89119

DRAFTING NOTES — FOR INTERNAL USE ONLY — NOT TO BE INCLUDED IN EXECUTION VERSION

[NOTE 1: Section references to the Underwriting Agreement (indicated by "[__]" throughout) are bracketed pending finalization of the execution version of the Agreement. Cross-references should be confirmed against the final Agreement prior to execution.]

[NOTE 2: The Closing Date of October 31, 2025 is subject to confirmation and is based on T+3 settlement from the expected pricing date of October 28, 2025. If pricing occurs on a different date, the Closing Date should be adjusted accordingly.]

[NOTE 3: This draft Officer's Certificate should be coordinated with the joint CEO/CFO Officer's Certificate (execution version) to ensure consistency of certifications and to avoid duplication or conflict between the two certificates. The scope of certifications as between the two certificates should be confirmed with issuer's counsel.]

[NOTE 4: This draft certificate should be circulated to Whitmore & Pratt LLP (Thomas Beaumont / Rebecca Ling) for review and comment by underwriters' counsel prior to finalization. Comments, if any, should be incorporated into the next draft.]

[NOTE 5: Please confirm with Darren Whitfield (General Counsel, Redstone Gaming Corp.) whether any additional certifications are required under the Agreement as finally negotiated, including without limitation any certifications relating to (a) OFAC/sanctions compliance, (b) anti-money laundering compliance, (c) FCPA compliance, or (d) cybersecurity and data privacy matters.]

OFFICER'S CERTIFICATE
Redstone Gaming Corp.
Pursuant to Section [__] of the Underwriting Agreement dated as of October [28], 2025
[DRAFT — October __, 2025]
Note: Brackets throughout this certificate indicate placeholders to be completed upon pricing and/or closing. All bracketed references to sections of the Underwriting Agreement are subject to finalization of the execution version thereof.
I, Lena Okafor, in my capacity as the Chief Financial Officer of Redstone Gaming Corp., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), hereby certify and deliver this Officer's Certificate (this "Certificate") pursuant to Section [__] of the Underwriting Agreement (the "Agreement"), dated as of October [28], 2025, among Redstone Gaming Corp. and the several underwriters named therein, acting through their representatives: Pinnacle Zanthor & Co., as lead bookrunning manager, Hargrove Williams Securities LLC, as joint bookrunning manager, and Clearwater Capital Markets Inc., as co-manager (collectively, the "Underwriters," and each, an "Underwriter"), as representatives of the several underwriters named in Schedule I to the Agreement.
This Certificate is being delivered on October [31], 2025 (the "Closing Date") as a condition to the obligations of the Underwriters to purchase the Shares (as defined in the Agreement) at the closing of the offering contemplated by the Agreement, and in satisfaction of the requirements of Section [__] of the Agreement.
This Certificate is delivered in connection with the offering by the Company of 6,557,377 shares of common stock of the Company, par value $0.001 per share (the "Firm Shares"), plus up to 983,606 additional shares of common stock of the Company pursuant to the over-allotment option granted by the Company to the Underwriters under Section [__] of the Agreement (the "Option Shares," and together with the Firm Shares, the "Shares").
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement.
1. Capacity and Authority
I, Lena Okafor, hereby certify that I am the duly elected, qualified, and acting Chief Financial Officer of Redstone Gaming Corp. I have held this position continuously since January 15, 2023, and I have not been removed from, nor have I resigned from, such position as of the date hereof. I am authorized to execute and deliver this Certificate on behalf of the Company, and no further corporate action, resolution, or authorization is required in connection with my execution and delivery of this Certificate.
In connection with the preparation and delivery of this Certificate, I have reviewed and am familiar with the following documents:
(a) the Underwriting Agreement, dated as of October [28], 2025, among the Company and the Underwriters;
(b) the Registration Statement on Form S-3 (File No. 333-278401) (the "Registration Statement"), initially filed with the Securities and Exchange Commission (the "SEC") on March 15, 2024, and declared effective on March 28, 2024, as amended through the date hereof;
(c) the Base Prospectus dated March 28, 2024 (the "Base Prospectus"), forming part of the Registration Statement;
(d) the Preliminary Prospectus Supplement dated October 6, 2025 (the "Preliminary Prospectus Supplement"), filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act");
(e) the Final Prospectus Supplement dated October [28], 2025 (the "Final Prospectus Supplement," and together with the Preliminary Prospectus Supplement, the "Prospectus Supplement," and the Prospectus Supplement together with the Base Prospectus, the "Prospectus"), filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act; and
(f) such other documents, records, certificates, and instruments as I have deemed necessary or appropriate for the purposes of the certifications made herein.
I am familiar with the affairs, financial condition, and business operations of the Company and its subsidiaries, including, without limitation, RedBet Digital LLC, a limited liability company organized under the laws of the State of Delaware and a wholly owned subsidiary of the Company, and I have made such investigations and inquiries as I have deemed necessary or appropriate to provide the certifications set forth herein.
2. Representations and Warranties
I hereby certify that, to my knowledge after reasonable investigation, the representations and warranties of the Company set forth in Section [__] of the Agreement are true and correct in all material respects as of the date of the Agreement 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 relate to a specific date, which are true and correct in all material respects as of such date). Without limiting the generality of the foregoing, I specifically certify as follows with respect to the following representations:
(a) Organization and Good Standing
The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of its business or the ownership, leasing, or operation of its properties requires such qualification, including, without limitation, the State of Nevada, the State of New Jersey, the State of Mississippi, and each other state in which the Company or any of its subsidiaries conducts material operations. The Company possesses all requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus.
(b) Authorization of the Shares
The Shares have been duly authorized by the Board of Directors of the Company (the "Board") pursuant to resolutions duly adopted at a meeting of the Board held on September 30, 2025, at which a quorum was present and acting throughout, and such resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the date hereof. The Shares, upon issuance and delivery by the Company against payment therefor in accordance with the terms of the Agreement, will be validly issued, fully paid, and non-assessable, and the issuance of the Shares will not be subject to any preemptive rights, rights of first refusal, or similar rights of any stockholder of the Company or any other person.
(c) Authorized Capitalization
The authorized capital stock 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. As of the date hereof (prior to giving effect to the offering contemplated by the Agreement), (A) 152,400,000 shares of common stock are issued and outstanding, (B) 4,200,000 shares of common stock are held in the treasury of the Company, (C) no shares of preferred stock are issued or outstanding, and (D) 3,850,000 shares of common stock are subject to outstanding options granted under the Company's 2021 Equity Incentive Plan (the "Plan") at a weighted-average exercise price of $19.72 per share. Except as set forth in the Prospectus or as otherwise disclosed in the Company's filings with the SEC, there are no outstanding subscriptions, rights, warrants, options, calls, convertible or exchangeable securities, commitments of sale, or other agreements or arrangements obligating the Company to issue, deliver, or sell any additional shares of its capital stock.
(d) Accuracy of the Registration Statement and the Prospectus
The Registration Statement, at the time it became effective on March 28, 2024, did not contain any 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 any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each "issuer free writing prospectus" (as defined in Rule 433 under the Securities Act), if any, used in connection with the offering, when taken together with the Prospectus, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(e) Financial Statements
The financial statements incorporated by reference in the Registration Statement and the Prospectus, including the audited consolidated financial statements for the fiscal year ended December 31, 2024, as set forth 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), have been audited by Kaplan Feld & Associates LLP, an independent registered public accounting firm, as stated in their reports incorporated therein. Such financial statements present fairly in all material respects the consolidated financial condition, results of operations, and cash flows of the Company and its consolidated subsidiaries as of the dates and for the periods indicated, in conformity with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as otherwise noted therein). For the fiscal year ended December 31, 2024, the Company reported total revenue of approximately $2.47 billion, Adjusted EBITDA of approximately $612 million, and net income of approximately $187 million, in each case as presented in, and calculated in accordance with the methodologies described in, the Company's Annual Report on Form 10-K (as amended). The selected financial data and summary financial information included or incorporated by reference in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with the audited financial statements of the Company.
(f) No Violation or Default
Neither the Company nor any of its subsidiaries is in violation of, or in default under, any provision of (i) the Company's Amended and Restated Certificate of Incorporation, as currently in effect, or the Company's Amended and Restated Bylaws, as currently in effect, (ii) any material agreement, indenture, mortgage, deed of trust, lease, instrument, or other obligation to which the Company or any of its subsidiaries is a party or by which any of them or their respective properties or assets is bound, or (iii) any statute, law, rule, regulation, judgment, order, writ, injunction, or decree of any governmental authority applicable to the Company or any of its subsidiaries. Without limiting the generality of the foregoing, the Company is not in violation of, or in default under, any provision of:
(i) the Indenture dated as of June 15, 2021, between the Company and Fidelitas Trust Company, N.A., as trustee, governing the 6.25% Senior Secured Notes due 2028 ($325,000,000 aggregate principal amount outstanding as of the date hereof, prior to giving effect to the partial retirement described in Section 3(d) below);
(ii) the Indenture dated as of September 20, 2024, between the Company and Fidelitas Trust Company, N.A., as trustee, governing the 5.875% Senior Notes due 2031 ($200,000,000 aggregate principal amount outstanding); or
(iii) the Second Amended and Restated Revolving Credit Agreement, dated as of April 30, 2022, among the Company, the lenders party thereto, and Meridian National Bank, N.A., as administrative agent, providing for a revolving credit facility with an aggregate commitment of $400,000,000, of which $135,000,000 is currently drawn, maturing on April 30, 2027, and bearing interest at a rate per annum equal to the Term Secured Overnight Financing Rate ("Term SOFR") plus 2.50%.
The execution and delivery of the Agreement and the issuance and sale of the Shares do not and will not result in a breach or violation of, or conflict with, or constitute a default under, any of the foregoing or any other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which any of them or any of their properties or assets is bound.
(g) Gaming Regulatory Compliance
The Company and each of its subsidiaries hold all material gaming licenses, permits, approvals, authorizations, registrations, findings of suitability, and other regulatory approvals (collectively, "Gaming Approvals") necessary for the conduct of their respective businesses as currently conducted and as described in the Registration Statement and the Prospectus, including, without limitation:
(i) Nevada Gaming Commission License No. NGC-2019-04172, authorizing the Company's gaming operations in the State of Nevada;
(ii) New Jersey Division of Gaming Enforcement License No. NJDGE-2020-1138, authorizing the Company's gaming operations in the State of New Jersey; and
(iii) Mississippi Gaming Commission License No. MGC-2018-0623, authorizing the Company's gaming operations in the State of Mississippi.
All such Gaming Approvals are valid and in full force and effect, and the Company and its subsidiaries are in compliance in all material respects with the terms and conditions thereof. Applications for gaming licenses have been duly submitted to (A) the Louisiana Gaming Control Board on August 12, 2025, and (B) the Indiana Gaming Commission on September 5, 2025, and such applications are currently pending. The Company is not aware of any facts or circumstances that would reasonably be expected to result in the denial, revocation, suspension, limitation, or non-renewal of any Gaming Approval.
(h) Tax Matters
The Company and each of its subsidiaries have filed all material federal, state, local, and foreign tax returns required to be filed by them and have paid all material taxes, assessments, fees, and other governmental charges due and owing therein (including any interest, additions to tax, or penalties related thereto), except for any such taxes as are being contested in good faith and for which adequate reserves have been established in accordance with GAAP. The Company's Employer Identification Number is 88-1034572. There are no material tax liens on any of the properties or assets of the Company or any of its subsidiaries. No material deficiency for any tax has been asserted or assessed by any taxing authority against the Company or any of its subsidiaries that has not been resolved or adequately reserved for.
(i) Compliance with Securities Laws
The Company is in compliance in all material respects with the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC promulgated thereunder, including, without limitation, Regulation S-K, Regulation S-X, and Regulation FD. The Company has timely filed all reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, and all such filings complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to such filings.
(j) NYSE Listing
The Shares have been approved for listing on the New York Stock Exchange (the "NYSE") under the ticker symbol "RDGM," subject only to official notice of issuance. The Company is in compliance in all material respects with the listing standards and requirements of the NYSE, and the Company has not received any notification from the NYSE regarding any non-compliance therewith. The CUSIP number for the Company's common stock is 76134Q 108.
3. Compliance with Covenants
I hereby certify that the Company has performed and complied in all material respects with all covenants, agreements, and conditions required to be performed or complied with by the Company under the Agreement on or before the Closing Date. Without limiting the generality of the foregoing, I specifically certify compliance with the following obligations:
(a) Filing of the Final Prospectus Supplement
The Company has duly filed the Final Prospectus Supplement with the SEC pursuant to Rule 424(b)(5) under the Securities Act within the time period required by such Rule, and the Company has furnished to the Underwriters, for their review and approval, copies of the Final Prospectus Supplement prior to such filing.
(b) Notification Obligations
The Company has complied with its obligations under the Agreement regarding notification to the Underwriters of (i) any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, or any order preventing or suspending the use of the Preliminary Prospectus Supplement or the Final Prospectus Supplement, (ii) any suspension of the qualification of the Shares for offering or sale in any jurisdiction, (iii) the initiation or threatening of any proceeding for any such purpose, and (iv) any request by the SEC for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information. As of the Closing Date, no such stop order has been issued, no such proceedings have been initiated or, to the knowledge of the undersigned, threatened, and no such request has been received by the Company.
(c) Delivery of Shares
The Company has made all necessary arrangements for the delivery of the Shares to the Underwriters through the facilities of The Depository Trust Company ("DTC") via Continental Share Services, Inc., in its capacity as transfer agent and registrar for the Company's common stock. The Company has delivered, or caused to be delivered, all instructions, documentation, and authorizations necessary to effect the delivery of the Shares through DTC on the Closing Date.
(d) Use of Proceeds
The Company intends to apply the net proceeds from the sale of the Shares (estimated at approximately $171,450,000, after deducting underwriting discounts and commissions and estimated offering expenses) in the manner described in the Prospectus, as follows:
(i) approximately $115,000,000 for the Company's Louisiana and Indiana expansion projects, consisting of (A) approximately $70,000,000 for the development of the Bossier City, Louisiana casino-resort project, and (B) approximately $45,000,000 for the renovation of the Gary, Indiana gaming facility;
(ii) approximately $50,000,000 for the partial retirement of the 6.25% Senior Secured Notes due 2028 at par, which will reduce the outstanding principal amount from $325,000,000 to $275,000,000; and
(iii) the remainder of approximately $6,450,000 for general corporate purposes, which may include working capital, capital expenditures, and other corporate needs.
(e) Lock-Up Obligations
All required lock-up agreements (the "Lock-Up Agreements") have been duly executed and delivered to Pinnacle Zanthor & Co. on behalf of the Underwriters. The Lock-Up Agreements cover all ten (10) directors and executive officers of the Company, as well as Grandview Capital Partners, LP, a significant stockholder of the Company. Each Lock-Up Agreement provides for a restriction period of ninety (90) days from the date of the Final Prospectus Supplement, during which period the signatories thereto have agreed not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of any shares of common stock of the Company or any securities convertible into or exchangeable for shares of common stock, subject to customary exceptions as set forth in the Lock-Up Agreements. To the knowledge of the undersigned, no signatory to a Lock-Up Agreement has breached or is in violation of the terms thereof.
4. No Material Adverse Change
I hereby certify 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 for the fiscal year ended December 31, 2024, as set forth 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, and as supplemented by the Company's subsequent Quarterly Reports on Form 10-Q), there has been:
(a) no material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties, management, financial position, stockholders' equity, or results of operations of the Company and its subsidiaries, taken as a whole (a "Material Adverse Effect"), except as set forth in or contemplated by the Registration Statement and the Prospectus;
(b) no material adverse change in the Company's long-term or short-term debt, or any material increase in the Company's contingent liabilities, except as set forth in or contemplated by the Registration Statement and the Prospectus;
(c) no dividend or distribution of any kind declared, paid, or made by the Company on any class of its capital stock;
(d) no loss or interference with the Company's business from fire, explosion, flood, or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order, or decree, that has had or would reasonably be expected to have a Material Adverse Effect; and
(e) no transaction entered into by the Company or any of its subsidiaries, other than transactions in the ordinary course of business, that is material to the Company and its subsidiaries, taken as a whole.
The foregoing representation covers the period from December 31, 2024 through and including the Closing Date, October [31], 2025.
5. No Stop Order or Proceedings
I hereby certify that, as of the Closing Date:
(a) No stop order suspending the effectiveness of the Registration Statement (File No. 333-278401) has been issued by the SEC, and no proceedings for that purpose have been initiated or, to the knowledge of the undersigned after reasonable inquiry, threatened by the SEC or any other governmental authority.
(b) No order preventing or suspending the use of the Preliminary Prospectus Supplement or the Final Prospectus Supplement has been issued by the SEC.
(c) The Registration Statement remains effective under the Securities Act as of the date hereof and, to the knowledge of the undersigned, no facts or circumstances exist that would reasonably be expected to cause the Registration Statement to cease to be effective.
(d) No proceedings have been initiated or, to the knowledge of the undersigned, threatened by the SEC or any other governmental authority seeking to suspend the qualification of the Shares for offering or sale in any jurisdiction.
6. Satisfaction of Conditions to Closing
I hereby certify that, to my knowledge after reasonable investigation, all conditions precedent to the obligations of the Underwriters to purchase and pay for the Shares as set forth in Section [__] of the Agreement have been satisfied or, with the prior written consent of the Underwriters (or their representatives), waived as of the Closing Date. Without limiting the generality of the foregoing, the following conditions have been satisfied:
(a) Legal Opinions. The Company has caused to be delivered to the Underwriters the legal opinions of Calderwood & Harkness LLP, counsel to the Company, dated the Closing Date, including (i) the opinion of Calderwood & Harkness LLP in the form required by Section [] of the Agreement, addressing, among other things, the due organization of the Company, the authorization and valid issuance of the Shares, and the absence of conflicts with applicable law and material agreements (including the Exhibit 5.1 opinion filed as part of the Registration Statement), and (ii) the negative assurance letter (10b-5 letter) of Calderwood & Harkness LLP in the form required by Section [] of the Agreement, stating that nothing has come to their attention that would cause them to believe that the Registration Statement, at the time it became effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, as of its date and as of the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) Comfort Letters. Kaplan Feld & Associates LLP has delivered to the Underwriters (i) an initial comfort letter dated October [28], 2025, and (ii) a bring-down comfort letter dated the Closing Date, each in form and substance satisfactory to the Underwriters and their counsel, covering such financial and accounting matters as are customarily covered in comfort letters delivered in connection with underwritten offerings of equity securities, including, without limitation, the financial statements and financial data incorporated by reference in the Registration Statement and the Prospectus.
(c) Lock-Up Agreements. Lock-Up Agreements from all required signatories (as described in Section 3(e) above) have been duly executed and delivered to Pinnacle Zanthor & Co. on behalf of the Underwriters.
(d) Secretary's Certificate. The Secretary (or an Assistant Secretary) of the Company has delivered to the Underwriters a certificate, dated the Closing Date, certifying as to (i) the Company's Amended and Restated Certificate of Incorporation, as currently in effect, (ii) the Company's Amended and Restated Bylaws, as currently in effect, (iii) the resolutions of the Board of Directors of the Company adopted on September 30, 2025, authorizing the offering, issuance, and sale of the Shares and the execution and delivery of the Agreement and the other transaction documents, (iv) the resolutions of the Pricing Committee of the Board of Directors establishing the public offering price and related terms of the offering, and (v) the incumbency and specimen signatures of the officers of the Company authorized to execute and deliver the Agreement, this Certificate, and the other documents and instruments delivered in connection therewith.
(e) Good Standing Certificates. The Company has delivered to the Underwriters certificates of good standing (or the equivalent) for the Company from the Secretary of State of the State of Delaware and the Secretary of State of the State of Nevada, each dated within five (5) business days of the Closing Date.
(f) NYSE Listing Approval. The NYSE has approved the listing of the Shares (including up to 7,540,983 shares of common stock, reflecting both the Firm Shares and the Option Shares) on the NYSE, subject only to official notice of issuance, and no proceedings to delist the Company's common stock from the NYSE have been initiated or, to the knowledge of the undersigned, threatened.
(g) No Material Adverse Effect. No Material Adverse Effect has occurred since the date of the Agreement through and including the Closing Date.
7. Additional Certifications
In addition to the foregoing, I hereby certify as follows:
(a) Internal Controls over Financial Reporting
The Company maintains a system of internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Such internal controls include, without limitation, policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company and its consolidated subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the Board of Directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the Company's financial statements.
(b) Disclosure Controls and Procedures
The Company's disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) are effective as of the date of the most recent evaluation of such controls and procedures conducted by the Company's management, including the undersigned and the Company's Chief Executive Officer, and such disclosure controls and procedures are designed 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 that such information is accumulated and communicated to the Company's management, including the undersigned and the Company's Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosure.
(c) Directors' and Officers' Liability Insurance
The Company maintains directors' and officers' liability insurance with Sentinel Risk Underwriters, Inc. under Policy No. SRU-DOX-2025-41882, providing coverage with an aggregate policy limit of $75,000,000. Such insurance policy is in full force and effect as of the Closing Date, and all premiums due and payable thereunder have been paid. To the knowledge of the undersigned, no claim has been made under such policy that would reasonably be expected to exhaust or materially reduce the available coverage thereunder.
8. Reliance
This Certificate is furnished to the Underwriters pursuant to Section [__] of the Agreement and is delivered as a condition to the obligations of the Underwriters to purchase and pay for the Shares at the closing of the offering contemplated thereby. This Certificate and the certifications contained herein may be relied upon by the Underwriters and by Whitmore & Pratt LLP, counsel to the Underwriters, in connection with the consummation of the transactions contemplated by the Agreement, and for no other purpose.
The certifications contained in this Certificate are made to the knowledge of the undersigned after reasonable investigation and inquiry, including review of relevant corporate records, consultation with members of the Company's management team and legal counsel, and such other investigation and inquiry as the undersigned has deemed necessary or appropriate under the circumstances. No statement contained herein is made on the basis of personal knowledge alone, but rather reflects the information available to the undersigned in her capacity as Chief Financial Officer of the Company after conducting such reasonable investigation and inquiry.
IN WITNESS WHEREOF, the undersigned has executed and delivered this Officer's Certificate as of the date first set forth above.
REDSTONE GAMING CORP.
By: ________
Name: Lena Okafor
Title: Chief Financial Officer
Date: October [31], 2025
Address:
Redstone Gaming Corp. 3900 Las Vegas Boulevard South, Suite 1200 Las Vegas, NV 89119
DRAFTING NOTES — FOR INTERNAL USE ONLY — NOT TO BE INCLUDED IN EXECUTION VERSION
[NOTE 1: Section references to the Underwriting Agreement (indicated by "[__]" throughout) are bracketed pending finalization of the execution version of the Agreement. Cross-references should be confirmed against the final Agreement prior to execution.]
[NOTE 2: The Closing Date of October 31, 2025 is subject to confirmation and is based on T+3 settlement from the expected pricing date of October 28, 2025. If pricing occurs on a different date, the Closing Date should be adjusted accordingly.]
[NOTE 3: This draft Officer's Certificate should be coordinated with the joint CEO/CFO Officer's Certificate (execution version) to ensure consistency of certifications and to avoid duplication or conflict between the two certificates. The scope of certifications as between the two certificates should be confirmed with issuer's counsel.]
[NOTE 4: This draft certificate should be circulated to Whitmore & Pratt LLP (Thomas Beaumont / Rebecca Ling) for review and comment by underwriters' counsel prior to finalization. Comments, if any, should be incorporated into the next draft.]
[NOTE 5: Please confirm with Darren Whitfield (General Counsel, Redstone Gaming Corp.) whether any additional certifications are required under the Agreement as finally negotiated, including without limitation any certifications relating to (a) OFAC/sanctions compliance, (b) anti-money laundering compliance, (c) FCPA compliance, or (d) cybersecurity and data privacy matters.]

OFFICER'S CERTIFICATE

REDSTONE GAMING CORP.

Record

Parties

Dates

Amounts