SECRETARY'S CERTIFICATE OF REDSTONE GAMING CORP.
Certificate Delivered Pursuant to Section 7(d) of the Underwriting Agreement dated October 28, 2025
In connection with the public offering of 6,557,377 shares of Common Stock (plus up to 983,606 additional shares pursuant to the over-allotment option) of Redstone Gaming Corp.
October 31, 2025
The undersigned, Victoria R. Sandoval, hereby certifies that she is the duly elected, qualified, and acting Corporate Secretary of Redstone Gaming Corp., a corporation incorporated under the laws of the State of Delaware (the "Company"), with its principal executive offices located at 3900 Las Vegas Boulevard South, Suite 1200, Las Vegas, Nevada 89119, and its registered agent in the State of Delaware at 1209 Orange Street, Wilmington, Delaware 19801, c/o Capitol Corporate Services, Inc. The Company's Delaware Charter File Number is 7291845, its Employer Identification Number is 88-1034572, and its Central Index Key (CIK) Number with the U.S. Securities and Exchange Commission (the "SEC") is 0001847293. The Company's common stock is listed on the New York Stock Exchange under the ticker symbol "RDGM" and trades under CUSIP number 76134Q 108.
This Certificate is delivered pursuant to Section 7(d) of the Underwriting Agreement, dated as of October 28, 2025 (the "Underwriting Agreement"), among the Company, 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"), in connection with the public offering (the "Offering") of shares of the Company's common stock, par value $0.001 per share (the "Common Stock").
This Certificate is further delivered in connection with the Company's registration statement on Form S-3 (File No. 333-278401), originally filed with the SEC on March 14, 2024, and declared effective by the SEC on March 28, 2024 (the "Registration Statement"), the preliminary prospectus supplement filed with the SEC on October 6, 2025 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Securities Act"), and the final prospectus supplement filed with the SEC on October 28, 2025 (together with the base prospectus forming a part of the Registration Statement, the "Prospectus").
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Underwriting Agreement.
In my capacity as Corporate Secretary of the Company, and having access to the books, records, minute books, and corporate files of the Company, I hereby certify as follows:
Section 1. Certificate of Incorporation
The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Redstone Gaming Corp., as filed with the Secretary of State of the State of Delaware, together with all certificates of amendment, certificates of designation, and certificates of correction thereto filed with the Secretary of State of the State of Delaware through the date hereof (collectively, the "Charter"). The Charter has not been further amended, modified, supplemented, restated, or otherwise changed since the date of the last amendment attached thereto and is in full force and effect as of the date hereof. No proceedings looking toward the amendment, modification, restatement, or repeal of the Charter, or any provision thereof, have been instituted or are contemplated.
Without limiting the generality of the foregoing, the Charter provides, among other things, that the Company is authorized to issue (a) 300,000,000 shares of Common Stock, par value $0.001 per share, and (b) 10,000,000 shares of preferred stock, par value $0.001 per share (the "Preferred Stock"), of which no shares of Preferred Stock are currently issued or outstanding. The Board of Directors of the Company (the "Board") is authorized, subject to any limitations prescribed by the Delaware General Corporation Law (the "DGCL"), to provide for the issuance of shares of Preferred Stock in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations, or restrictions thereof.
Section 2. Bylaws
The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Redstone Gaming Corp., as amended and restated through the date hereof (the "Bylaws"). The Bylaws have not been further amended, modified, supplemented, restated, or otherwise changed since the date of the last amendment or restatement thereof and are in full force and effect as of the date hereof. No proceedings looking toward the amendment, modification, restatement, or repeal of the Bylaws, or any provision thereof, have been instituted or are contemplated.
Section 3. Board Resolutions
The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Board Resolutions") duly adopted by the Board of Directors of the Company at a meeting duly called and held on September 30, 2025. Proper notice of such meeting was given to all directors in accordance with the Charter, the Bylaws, and applicable provisions of the DGCL. A quorum of the Board was present in person or by telephone throughout the entirety of the meeting at which the Board Resolutions were adopted, and the Board Resolutions were adopted by the affirmative vote of the requisite number of directors entitled to vote thereon in accordance with the Charter, the Bylaws, and the DGCL.
The Board Resolutions authorized, among other things:
(a) the offering and issuance of up to 8,000,000 shares of Common Stock in an underwritten public offering at a public offering price of not less than $25.00 per share, on such other terms and conditions as may be approved by the Pricing Committee (as defined below);
(b) the filing of a prospectus supplement to the base prospectus forming part of the Registration Statement on Form S-3 (File No. 333-278401) with the SEC, and the taking of all actions necessary or advisable in connection therewith;
(c) the execution, delivery, and performance by the Company of the Underwriting Agreement and all ancillary agreements, certificates, instruments, and documents contemplated thereby or otherwise required in connection with the Offering;
(d) the establishment of a Pricing Committee of the Board (the "Pricing Committee") consisting of Marcus Hale (Chief Executive Officer and Director), Lena Okafor (Chief Financial Officer), and Patricia Moynihan (Independent Director and Chair of the Finance Committee), with full power and authority to determine and approve the final public offering price per share, the number of shares of Common Stock to be sold in the Offering, the underwriting discount, and such other terms and conditions of the Offering as the Pricing Committee may deem appropriate, in each case within the parameters established by the Board (including, without limitation, a price floor of $25.00 per share and a maximum aggregate number of shares of 8,000,000, inclusive of any over-allotment shares); and
(e) such other actions as the officers of the Company may deem necessary, appropriate, or advisable in order to consummate the Offering and the transactions contemplated by the Underwriting Agreement, including without limitation the listing of additional shares on the New York Stock Exchange, the preparation and filing of all required regulatory filings, and the engagement of the transfer agent and registrar in connection with the issuance of the shares.
The Board Resolutions have not been amended, modified, rescinded, revoked, or superseded in any respect and remain in full force and effect as of the date hereof.
Section 4. Pricing Committee Resolutions
The undersigned hereby certifies that attached hereto as Exhibit D is a true, correct, and complete copy of the resolutions (the "Pricing Committee Resolutions") duly adopted by the Pricing Committee on October 28, 2025 (the "Pricing Date"). The Pricing Committee was duly constituted pursuant to the Board Resolutions dated September 30, 2025, and all three members of the Pricing Committee — namely, Marcus Hale, Lena Okafor, and Patricia Moynihan — participated in the deliberations and adoption of the Pricing Committee Resolutions. The Pricing Committee Resolutions were adopted unanimously by all members of the Pricing Committee.
The Pricing Committee Resolutions approved, among other things:
(a) a public offering price of $27.45 per share of Common Stock;
(b) the issuance and sale by the Company of 6,557,377 shares of Common Stock (the "Firm Shares") in the Offering;
(c) the grant to the Underwriters of an option (the "Over-Allotment Option"), exercisable for a period of 30 days from the date of the Underwriting Agreement, to purchase up to 983,606 additional shares of Common Stock (the "Option Shares" and, together with the Firm Shares, the "Shares") solely to cover over-allotments, if any;
(d) an underwriting discount of $1.098 per share (representing 4.0% of the public offering price);
(e) the execution and delivery by the Company of the Underwriting Agreement on the terms and conditions set forth therein; and
(f) the allocation of the Firm Shares among the Underwriters as follows:
The Pricing Committee Resolutions have not been amended, modified, rescinded, revoked, or superseded in any respect and remain in full force and effect as of the date hereof.
Section 5. Incumbency
The undersigned hereby certifies that each of the following persons is, as of the date hereof, a duly elected or appointed, qualified, and acting officer or director of the Company, holding the office or position set forth opposite his or her name below, and that the signature set forth opposite each such person's name is the genuine signature of such person. Each of the following persons has been duly elected or appointed in accordance with the Charter, the Bylaws, and applicable provisions of the DGCL, and no proceedings for the removal or resignation of any such person have been instituted or are pending as of the date hereof.
Officers.
Directors (Including Officers Who Serve as Directors)
For the avoidance of doubt, Lena Okafor serves as a member of the Pricing Committee in her capacity as Chief Financial Officer of the Company, and not as a director.
Each of the ten individuals listed above as officers and directors of the Company is subject to the lock-up agreements referenced in Section 5(k) of the Underwriting Agreement, as applicable.
Section 6. Good Standing and Existence
The undersigned hereby certifies that, to the best of her knowledge after due inquiry, the Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. In making this certification, the undersigned has relied, in part, upon the certificate of good standing issued by the Secretary of State of the State of Delaware, a copy of which is attached hereto as Exhibit E (or, if not available as of the date hereof, to be obtained and delivered separately at or promptly following the closing).
The undersigned further certifies that, to the best of her knowledge after due inquiry, the Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the properties owned, operated, or leased by the Company or the nature of its business makes such qualification necessary, including without limitation:
(a) the State of Nevada, in which the Company maintains its principal executive offices and conducts its primary gaming operations;
(b) the State of New Jersey, in which the Company operates gaming facilities and holds a gaming license; and
(c) the State of Mississippi, in which the Company operates gaming facilities and holds a gaming license.
Section 7. Capitalization
The undersigned hereby certifies that, as of the date hereof, after giving effect to the issuance of the Firm Shares at the closing of the Offering on the date hereof, the capitalization of the Company is as follows:
(a) Authorized Common Stock: 300,000,000 shares, par value $0.001 per share.
(b) Authorized Preferred Stock: 10,000,000 shares, par value $0.001 per share; none of which are issued or outstanding.
(c) Common Stock Issued and Outstanding (Pre-Offering): 152,400,000 shares.
(d) Common Stock Issued and Outstanding (Post-Offering, Base Deal): 158,957,377 shares, giving effect to the issuance and sale of 6,557,377 Firm Shares in the Offering. If the Over-Allotment Option is exercised in full, an additional 983,606 shares will be issued, resulting in a total of 159,940,983 shares of Common Stock issued and outstanding.
(e) Treasury Stock: 4,200,000 shares of Common Stock are held in the Company's treasury as of the date hereof.
(f) Options Outstanding: 3,850,000 options to purchase shares of Common Stock are outstanding under the Company's 2021 Equity Incentive Plan, at a weighted-average exercise price of $19.72 per share.
The shares of Common Stock being issued and sold in the Offering have been duly authorized by all necessary corporate action, including the Board Resolutions dated September 30, 2025, and the Pricing Committee Resolutions dated October 28, 2025. All such shares, when issued, delivered, and paid for in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid, and nonassessable, and 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.
Section 8. No Conflict; No Proceedings; Regulatory Matters
The undersigned hereby certifies that, to the best of her knowledge after due inquiry:
(a) The execution, delivery, and performance by the Company of the Underwriting Agreement and the issuance and sale of the Shares in the Offering do not and will not (i) violate or conflict with any provision of the Charter or Bylaws of the Company, (ii) violate, conflict with, result in a breach of, or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would constitute a default) under any agreement, indenture, lease, license, or other instrument to which the Company is a party or by which the Company or any of its properties is bound, in each case, as would reasonably be expected to have a material adverse effect on the Company, or (iii) result in the creation or imposition of any lien, charge, or encumbrance upon any of the Company's assets.
(b) No consent, approval, authorization, order, registration, qualification, or filing with any federal, state, local, or foreign governmental or regulatory authority is required for the valid issuance and sale of the Shares, other than (i) the Registration Statement on Form S-3 (File No. 333-278401), as supplemented by the Prospectus, (ii) such filings as may be required under applicable state securities or "blue sky" laws, which filings have been made or will be made in a timely manner, and (iii) the supplemental listing application filed with the New York Stock Exchange in connection with the listing of the Shares.
(c) The Company holds the following valid and effective gaming licenses and approvals, each of which is in full force and effect:
(i) Nevada Gaming Commission — License No. NGC-2019-04172;
(ii) New Jersey Division of Gaming Enforcement — License No. NJDGE-2020-1138; and
(iii) Mississippi Gaming Commission — License No. MGC-2018-0623.
(d) The following gaming license applications are currently pending and have not yet been approved or denied:
(i) Louisiana Gaming Control Board — application submitted August 12, 2025; and
(ii) Indiana Gaming Commission — application submitted September 5, 2025.
(e) To the best of the undersigned's knowledge, no action, suit, proceeding, inquiry, or investigation by or before any court, governmental authority, or arbitral tribunal is pending or threatened against the Company that (i) challenges the validity of the Underwriting Agreement or the transactions contemplated thereby, (ii) seeks to enjoin or restrain the issuance or sale of the Shares, or (iii) would reasonably be expected to have a material adverse effect on the Company's ability to perform its obligations under the Underwriting Agreement.
Section 9. List of Exhibits
The following exhibits are attached hereto and incorporated herein by reference:
Exhibit A — Certificate of Incorporation of Redstone Gaming Corp., as amended to date
Exhibit B — Bylaws of Redstone Gaming Corp., as amended and restated to date
Exhibit C — Resolutions of the Board of Directors of Redstone Gaming Corp., adopted September 30, 2025
Exhibit D — Resolutions of the Pricing Committee of Redstone Gaming Corp., adopted October 28, 2025
Exhibit E — Certificate of Good Standing from the Secretary of State of the State of Delaware, dated on or about October 31, 2025
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of October 31, 2025.
REDSTONE GAMING CORP.
By: ________
Name: Victoria R. Sandoval
Title: Corporate Secretary
COUNTER-CERTIFICATION
The undersigned, Darren Whitfield, Executive Vice President and General Counsel of Redstone Gaming Corp., a Delaware corporation, hereby certifies that Victoria R. Sandoval is the duly elected, qualified, and acting Corporate Secretary of the Company, that she holds such office as of the date hereof, that the signature appearing above is her genuine signature, and that she is authorized to execute and deliver this Secretary's Certificate on behalf of the Company.
REDSTONE GAMING CORP.
By: ________
Name: Darren Whitfield
Title: Executive Vice President and General Counsel
Date: October 31, 2025
EXHIBIT A
Certificate of Incorporation of Redstone Gaming Corp. (as amended to date)
[Certificate of Incorporation, including all certificates of amendment and certificates of designation, to be attached hereto]
EXHIBIT B
Bylaws of Redstone Gaming Corp. (as amended and restated to date)
[Amended and Restated Bylaws to be attached hereto]
EXHIBIT C
Resolutions of the Board of Directors of Redstone Gaming Corp. Adopted September 30, 2025
[Certified copy of Board Resolutions to be attached hereto]
EXHIBIT D
Resolutions of the Pricing Committee of Redstone Gaming Corp. Adopted October 28, 2025
[Certified copy of Pricing Committee Resolutions to be attached hereto]
EXHIBIT E
Certificate of Good Standing Secretary of State of the State of Delaware Dated on or about October 31, 2025
[Certificate of Good Standing to be attached hereto]
| Underwriter | Number of Firm Shares | Percentage |
| Pinnacle Zanthor & Co. | 3,934,426 | 60% |
| Hargrove Williams Securities LLC | 1,967,213 | 30% |
| Clearwater Capital Markets Inc. | 655,738 | 10% |
| Total | 6,557,377 | 100% |
| Name | Title | Signature |
| Marcus Hale | Chief Executive Officer and Director | ______ |
| Lena Okafor | Chief Financial Officer | ______ |
| Darren Whitfield | Executive Vice President and General Counsel | ______ |
| Victoria R. Sandoval | Corporate Secretary | ______ |
| Thomas J. Briggs | Senior Vice President, Operations | ______ |
| Name | Position / Committee Role | |
| Marcus Hale | Director; Chief Executive Officer; Member, Pricing Committee | |
| Patricia Moynihan | Independent Director; Chair, Finance Committee; Member, Pricing Committee; Member, Compensation Committee | |
| Raymond Chu | Independent Director; Chair, Audit Committee; Member, Nominating and Governance Committee | |
| Sandra E. Nakamura | Independent Director; Chair, Compensation Committee; Member, Audit Committee | |
| David L. Fontaine | Independent Director; Chair, Nominating and Governance Committee; Member, Finance Committee | |
| Angela M. Torres | Independent Director; Member, Audit Committee; Member, Finance Committee | |
| Dr. William K. Prescott | Independent Director; Member, Compensation Committee; Member, Nominating and Governance Committee |