1033-00002 · Redstone Gaming Corp · Corporate Authorizations

board-resolutions-draft.docx DOCUMENT Capital Markets

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DRAFT — FOR DISCUSSION PURPOSES ONLY

Prepared by Calderwood & Harkness LLP Vivienne St. Claire / Brendan Walsh For review and adoption by the Board of Directors of Redstone Gaming Corp.

RESOLUTIONS OF THE BOARD OF DIRECTORS OF REDSTONE GAMING CORP.

Adopted by Unanimous Written Consent Effective as of September 30, 2025

The undersigned, being all of the members of the Board of Directors (the "Board") of Redstone Gaming Corp., a Delaware corporation (the "Company"), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL"), which permits any action required or permitted to be taken at any meeting of the Board to be taken without a meeting if all members of the Board consent thereto in writing, hereby adopt the following resolutions by unanimous written consent without a meeting, effective as of September 30, 2025:

WHEREAS, the Company has on file with the Securities and Exchange Commission (the "SEC") an automatic shelf registration statement on Form S-3 (File No. 333-278401) (as amended and supplemented from time to time, the "Registration Statement"), which was originally filed with the SEC on March 14, 2024, and was declared effective by the SEC on March 28, 2024, providing for the registration of the offer and sale, from time to time, of securities of the Company with a total aggregate shelf capacity of Seven Hundred Fifty Million Dollars ($750,000,000); and the Company previously completed a takedown offering under the Registration Statement in September 2024, consisting of the issuance and sale of $200,000,000 in aggregate principal amount of the Company's 5.875% Senior Notes due 2031, thereby reducing the remaining available shelf capacity under the Registration Statement to approximately $550,000,000 prior to the Offering described herein;

WHEREAS, the Board has determined, after due consideration of the Company's capital requirements, strategic growth objectives, and current market conditions, that it is in the best interests of the Company and its stockholders to conduct an underwritten public offering (the "Offering") of shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), pursuant to the Registration Statement, for aggregate gross proceeds of up to One Hundred Eighty Million Dollars ($180,000,000), together with a customary over-allotment option granting the Underwriters (as defined below) the right to purchase up to an additional fifteen percent (15%) of the firm shares offered in connection with the Offering;

WHEREAS, the net proceeds of the Offering are intended to be used as follows: (a) approximately One Hundred Fifteen Million Dollars ($115,000,000) for expansion into the Louisiana and Indiana gaming markets, including approximately Seventy Million Dollars ($70,000,000) for the acquisition of development rights and initial construction costs associated with a casino-resort in Bossier City, Louisiana, and approximately Forty-Five Million Dollars ($45,000,000) for the renovation and rebranding of a leased gaming facility in Gary, Indiana; (b) approximately Fifty Million Dollars ($50,000,000) for the partial retirement of the Company's 6.25% Senior Secured Notes due 2028, which would reduce the outstanding principal amount of such notes from Three Hundred Twenty-Five Million Dollars ($325,000,000) to approximately Two Hundred Seventy-Five Million Dollars ($275,000,000); and (c) the remainder of the net proceeds for general corporate purposes, including working capital and potential future acquisitions or strategic investments;

WHEREAS, the Board has been advised that Pinnacle Zanthor & Co. will serve as lead bookrunning manager, Hargrove Williams Securities LLC will serve as joint bookrunning manager, and Clearwater Capital Markets Inc. will serve as co-manager (collectively, the "Underwriters") for the Offering, and that such Underwriters will purchase shares of Common Stock from the Company on a firm commitment basis pursuant to an underwriting agreement to be entered into among the Company and the Underwriters;

WHEREAS, Calderwood & Harkness LLP is acting as counsel to the Company in connection with the Offering; Whitmore & Pratt LLP is acting as counsel to the Underwriters; Kaplan Feld & Associates LLP serves as the Company's independent registered public accounting firm and will be requested to deliver customary comfort letters to the Underwriters in connection with the Offering; Ridgeline Advisory Group LLC is serving as the Company's financial advisor in connection with the Offering and related strategic transactions; and Continental Share Services, Inc. serves as the transfer agent and registrar for the Common Stock;

WHEREAS, as of the date hereof, the Company's authorized capital stock consists of Three Hundred Million (300,000,000) shares of Common Stock and Ten Million (10,000,000) shares of preferred stock, par value $0.001 per share, of which One Hundred Fifty-Two Million Four Hundred Thousand (152,400,000) shares of Common Stock are issued and outstanding, Four Million Two Hundred Thousand (4,200,000) shares of Common Stock are held in treasury, no shares of preferred stock are issued and outstanding, and Three Million Eight Hundred Fifty Thousand (3,850,000) options to purchase shares of Common Stock are outstanding under the Company's 2021 Equity Incentive Plan (the "Equity Incentive Plan") at a weighted-average exercise price of $19.72 per share;

WHEREAS, the Board desires to delegate to a pricing committee (the "Pricing Committee") consisting of certain officers and directors of the Company the authority to determine and approve the final terms of the Offering, including the public offering price per share, the total number of shares to be offered, the underwriting discount, and the exercise and allocation of the over-allotment option, in each case within certain parameters to be established by the Board in these resolutions; and

WHEREAS, the Board, having been fully informed regarding the foregoing matters and having considered the advice and recommendations of the Company's management, legal counsel, and financial advisor, including the presentations and analyses provided to the Board at its meetings on September 15, 2025, and September 28, 2025, has determined that the Offering and the transactions contemplated thereby are advisable and in the best interests of the Company and its stockholders;

NOW, THEREFORE, BE IT:

Resolution 1: Authorization of the Offering

RESOLVED, that the Company is hereby authorized to conduct an underwritten public offering of shares of Common Stock, for aggregate gross proceeds of up to Two Hundred Seven Million Dollars ($207,000,000) (including the full exercise of the over-allotment option), pursuant to the Registration Statement and a prospectus supplement to be prepared and filed with the SEC under Rule 424(b)(5) of the Securities Act of 1933, as amended (the "Securities Act"). The Offering shall be conducted on a firm commitment basis with the Underwriters, and the terms and conditions of the Offering shall be subject to the following parameters:

(a) the maximum number of shares of Common Stock to be offered and sold in the Offering shall not exceed Eight Million (8,000,000) shares, inclusive of any shares of Common Stock issuable upon exercise of the over-allotment option granted to the Underwriters;

(b) the minimum public offering price per share of Common Stock shall not be less than Twenty-Five Dollars ($25.00) per share; and

(c) the Offering shall be conducted through the Underwriters on a firm commitment basis, with the Underwriters purchasing shares of Common Stock from the Company at the public offering price per share less the underwriting discount per share, as determined by the Pricing Committee in accordance with Resolution 3 hereof.

The foregoing authorization shall remain in effect until the earlier of (i) the closing of the Offering and (ii) December 31, 2025, unless earlier terminated by action of the Board.

Resolution 2: Authorization of Issuance of Shares

RESOLVED, that the issuance and sale of up to Eight Million (8,000,000) shares of Common Stock in connection with the Offering (including any shares of Common Stock subject to the over-allotment option) is hereby authorized, and that such shares, when issued and delivered by the Company against payment therefor at the public offering price per share less the underwriting discount per share, shall be validly issued, fully paid, and non-assessable. The Board hereby confirms that the Company has a sufficient number of authorized but unissued shares of Common Stock available for issuance in the Offering, as demonstrated by the following calculation:

Total authorized shares of Common Stock: 300,000,000

Less: Shares of Common Stock issued and outstanding: (152,400,000)

Less: Shares of Common Stock held in treasury: (4,200,000)

Total authorized but unissued shares (excluding treasury): 143,400,000

Less: Shares of Common Stock reserved for issuance under the Equity Incentive Plan (outstanding options): (3,850,000)

Total shares available for new issuance: 139,550,000

Accordingly, the Company has 139,550,000 shares of Common Stock available for new issuance, which is well in excess of the maximum of 8,000,000 shares authorized for issuance in the Offering. No amendment to the Company's Certificate of Incorporation or any other action by the stockholders of the Company is required to authorize the issuance and sale of shares of Common Stock contemplated by these resolutions.

Resolution 3: Establishment and Authorization of the Pricing Committee

RESOLVED, that a Pricing Committee of the Board is hereby established, which shall consist of the following members:

(i) Marcus Hale, Chief Executive Officer and Director;

(ii) Lena Okafor, Chief Financial Officer; and

(iii) Patricia Moynihan, Independent Director and Chair of the Finance Committee of the Board.

The Pricing Committee is hereby authorized, empowered, and directed to determine and approve the following final terms of the Offering, subject in each case to the parameters established by these resolutions:

(a) the public offering price per share of Common Stock, provided that such price shall not be less than Twenty-Five Dollars ($25.00) per share;

(b) the total number of shares of Common Stock to be offered and sold in the Offering, provided that such number shall not exceed Eight Million (8,000,000) shares of Common Stock (inclusive of any shares subject to the over-allotment option);

(c) the underwriting discount per share of Common Stock and any other compensation payable to the Underwriters in connection with the Offering;

(d) the number of shares of Common Stock subject to the over-allotment option, provided that such number shall not exceed fifteen percent (15%) of the number of firm shares to be sold in the Offering;

(e) the closing date and settlement mechanics for the Offering, including any customary arrangements for delivery of shares through the facilities of The Depository Trust Company; and

(f) any other terms of the Offering that are not inconsistent with these resolutions and that the Pricing Committee deems necessary or advisable in connection with the Offering.

Any two (2) members of the Pricing Committee, acting together, shall constitute a quorum for the transaction of business by the Pricing Committee. The Pricing Committee may act by meeting (in person or telephonically) or by unanimous written consent. The Pricing Committee shall report its actions, determinations, and approvals to the full Board at or prior to the next regular meeting of the Board following the pricing of the Offering.

Resolution 4: Authorization of the Underwriting Agreement

RESOLVED, that any one or more of the Authorized Officers (as defined in Resolution 12 below) is hereby authorized, empowered, and directed to negotiate, finalize, execute, and deliver, in the name and on behalf of the Company, an underwriting agreement (the "Underwriting Agreement") among the Company, on the one hand, and Pinnacle Zanthor & Co., as lead bookrunning manager, Hargrove Williams Securities LLC, as joint bookrunning manager, and Clearwater Capital Markets Inc., as co-manager, as representatives of the several underwriters named therein, on the other hand, providing for the purchase by the Underwriters from the Company of shares of Common Stock at the public offering price per share less the underwriting discount per share, upon such terms and conditions as the Pricing Committee or the Authorized Officers may approve, consistent with the parameters set forth in these resolutions.

The Underwriting Agreement shall include, among other provisions, customary representations and warranties of the Company, customary covenants (including negative and affirmative covenants of the Company during the period from the date of the Underwriting Agreement through the closing date), customary conditions to the obligations of the Underwriters to purchase shares at closing (including delivery of legal opinions, officers' certificates, comfort letters, and other closing deliverables), and customary indemnification and contribution provisions for the benefit of the Underwriters and their respective affiliates, directors, officers, employees, and controlling persons with respect to liabilities arising under the Securities Act, the Exchange Act (as defined below), or otherwise in connection with the Offering.

The Underwriting Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof, and shall include a customary consent to jurisdiction and waiver of jury trial.

The execution and delivery by any Authorized Officer of the Underwriting Agreement, in such form as the Authorized Officer executing the same shall approve, shall be conclusive evidence of such Authorized Officer's approval of the terms thereof and the Board's authorization hereunder.

Resolution 5: Authorization of the Prospectus Supplement and Related Filings

RESOLVED, that the Authorized Officers, with the assistance of Calderwood & Harkness LLP as counsel to the Company, are hereby authorized, empowered, and directed to take the following actions in connection with the Offering:

(a) prepare, finalize, execute (where applicable), and file with the SEC a preliminary prospectus supplement and a final prospectus supplement (together with any amendments or supplements thereto, the "Prospectus Supplement") under Rule 424(b)(5) of the Securities Act, in each case relating to the offer and sale of shares of Common Stock in the Offering, containing such information as the Authorized Officers, in consultation with counsel, shall determine to be necessary or advisable, including a description of the terms of the Offering, the intended use of proceeds, risk factors, dilution information, and any other information required by the Securities Act, the rules and regulations of the SEC, or the guidelines of the New York Stock Exchange;

(b) prepare and file with the SEC any amendments or supplements to the Registration Statement, including any post-effective amendments thereto, as may be necessary or advisable in connection with the Offering or to maintain the effectiveness of the Registration Statement;

(c) prepare and file with the SEC any free writing prospectuses (as defined in Rule 405 of the Securities Act), including a pricing term sheet, under Rule 433 of the Securities Act, in each case in compliance with the requirements of the Securities Act and the rules and regulations of the SEC;

(d) prepare and file with the SEC a registration statement pursuant to Rule 462(b) of the Securities Act, if necessary, to register additional shares of Common Stock for sale in the Offering;

(e) respond to any oral or written comments of the staff of the SEC on the Registration Statement, the Prospectus Supplement, or any related filings, and engage in any discussions with the staff of the SEC as may be necessary or advisable in connection therewith; and

(f) prepare and file with the SEC any other documents, reports, or notices required under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the rules and regulations of the SEC in connection with the Offering, including any Current Reports on Form 8-K, and to take any other actions as may be necessary or advisable to effect the registration, offer, and sale of shares of Common Stock in the Offering.

Resolution 6: Authorization of Lock-Up Agreements

RESOLVED, that each director and executive officer of the Company is hereby authorized and directed to execute and deliver a lock-up agreement (each, a "Lock-Up Agreement"), in form and substance satisfactory to Pinnacle Zanthor & Co. in its capacity as lead bookrunning manager for the Offering, pursuant to which each such director and executive officer shall agree to restrictions on the sale, offer to sell, contract to sell, grant of any option, right, or warrant to purchase, pledge, hypothecation, or other transfer or disposition (including transfers by means of any hedging transaction, short sale, or similar arrangement) of shares of Common Stock or any securities convertible into, exercisable for, or exchangeable for shares of Common Stock, for a period of ninety (90) days from the date of the final Prospectus Supplement, subject to customary exceptions and to early release with the prior written consent of Pinnacle Zanthor & Co.

The Authorized Officers are hereby authorized to negotiate the terms and conditions of the Lock-Up Agreements, including any customary exceptions thereto, and to take any actions necessary or advisable in connection with the execution and delivery of such Lock-Up Agreements.

Resolution 7: Authorization of NYSE Supplemental Listing Application

RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed to prepare and file, or cause to be prepared and filed, a supplemental listing application (and any amendments thereto) with the New York Stock Exchange (the "NYSE") to list the additional shares of Common Stock to be issued and sold in the Offering, which shares will trade under the Company's existing NYSE ticker symbol "RDGM," and to take any and all actions necessary or advisable to comply with all applicable NYSE listing requirements, standards, and procedures in connection with the listing of such shares, including the payment of any applicable listing fees.

Resolution 8: Authorization of Transfer Agent Instructions

RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed to instruct Continental Share Services, Inc., as transfer agent and registrar for the Common Stock, to issue the shares of Common Stock to be sold in the Offering, and to take any and all actions and execute and deliver any and all documents, certificates, and instructions as may be necessary or advisable in connection therewith, including instructions for the issuance of shares in book-entry form and delivery of such shares through the facilities of The Depository Trust Company ("DTC") in accordance with DTC's customary procedures for the settlement of underwritten public offerings, and to cause the transfer agent to reserve a sufficient number of shares of Common Stock to satisfy the Company's obligations under the Offering, including shares subject to the over-allotment option.

Resolution 9: Authorization of Legal Opinions, Officers' Certificates, and Closing Deliverables

RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed to take the following actions in connection with the closing of the Offering:

(a) direct Calderwood & Harkness LLP, as counsel to the Company, to prepare, finalize, and issue a legal opinion addressed to the Underwriters (to be filed as Exhibit 5.1 to the Registration Statement or a post-effective amendment thereto, as applicable) regarding the valid issuance, full payment, and non-assessability of the shares of Common Stock to be sold in the Offering, covering up to the maximum number of shares issuable in the Offering, including any shares issuable upon exercise of the over-allotment option, and such other legal opinions as may be required under the Underwriting Agreement;

(b) execute and deliver, on behalf of the Company, one or more officers' certificates as required under the Underwriting Agreement, certifying as to, among other things, the accuracy and completeness of the representations and warranties of the Company contained in the Underwriting Agreement as of the closing date, the Company's compliance with all covenants and agreements contained in the Underwriting Agreement, the absence of any material adverse change in the condition (financial or otherwise), earnings, business, properties, operations, or prospects of the Company and its subsidiaries, taken as a whole, since the date of the most recent financial statements included or incorporated by reference in the Registration Statement and the Prospectus Supplement, and the satisfaction of all conditions to closing set forth in the Underwriting Agreement;

(c) direct Kaplan Feld & Associates LLP, as the Company's independent registered public accounting firm, to prepare and deliver to the Underwriters customary comfort letters (including an initial comfort letter delivered at or prior to the execution of the Underwriting Agreement and a bring-down comfort letter delivered at or prior to the closing of the Offering) with respect to the financial information included or incorporated by reference in the Registration Statement and the Prospectus Supplement, in form and substance satisfactory to the Underwriters and their counsel; and

(d) execute and deliver, on behalf of the Company, such other certificates, instruments, agreements, and documents as may be necessary or desirable in connection with the closing of the Offering, including any secretary's certificates, good standing certificates, incumbency certificates, and any other closing deliverables customarily delivered in connection with underwritten public offerings of equity securities.

Resolution 10: Use of Proceeds Authorization

RESOLVED, that the Company is hereby authorized to apply the net proceeds of the Offering in the manner described in the Prospectus Supplement, including:

(a) the expansion into the Louisiana and Indiana gaming markets, including the acquisition of development rights and initial construction of a casino-resort in Bossier City, Louisiana, and the renovation and rebranding of a leased gaming facility in Gary, Indiana, as more fully described in the Prospectus Supplement;

(b) the partial retirement of the Company's 6.25% Senior Secured Notes due 2028 (CUSIP: 76134Q 206), issued pursuant to that certain Indenture, dated as of June 15, 2021 (as supplemented and amended from time to time, the "Indenture"), by and between the Company and Fidelitas Trust Company, N.A., as trustee (the "Trustee"), in an aggregate principal amount of approximately Fifty Million Dollars ($50,000,000), which partial redemption or repurchase would reduce the outstanding principal amount of such notes from Three Hundred Twenty-Five Million Dollars ($325,000,000) to approximately Two Hundred Seventy-Five Million Dollars ($275,000,000); and

(c) general corporate purposes, including working capital, potential strategic acquisitions, and other uses as more fully described in the Prospectus Supplement.

The Authorized Officers are hereby further authorized, empowered, and directed to give notice of optional redemption to the Trustee, Fidelitas Trust Company, N.A., in accordance with the terms and conditions of the Indenture, and to take any and all actions necessary or advisable to effect such partial redemption or open-market repurchase of the Company's 6.25% Senior Secured Notes due 2028, including the calculation and payment of any applicable redemption premium, accrued and unpaid interest, and related costs and expenses.

Resolution 11: Gaming Regulatory Authorizations

RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed to take any and all actions and to execute and deliver any and all documents, applications, filings, notices, reports, and certifications as may be required or advisable in connection with the Offering by any gaming regulatory authority having jurisdiction over the Company or any of its subsidiaries, including, without limitation:

(a) the Nevada Gaming Commission and the Nevada Gaming Control Board (License No. NGC-2019-04172);

(b) the New Jersey Division of Gaming Enforcement (License No. NJDGE-2020-1138);

(d) the Louisiana Gaming Control Board, including any filings or supplemental submissions related to the Company's pending application for a gaming license submitted on August 12, 2025;

(e) the Indiana Gaming Commission, including any filings or supplemental submissions related to the Company's pending application for a gaming license submitted on September 5, 2025; and

(f) any other state, tribal, federal, or local gaming regulatory authority having jurisdiction over the Company or any of its subsidiaries or the transactions contemplated by these resolutions.

The Authorized Officers are further authorized to provide any notifications, disclosures, or reports regarding changes in the Company's ownership or capitalization structure resulting from the Offering as may be required by any of the foregoing gaming regulatory authorities, and to take all such actions as may be necessary to maintain the Company's and its subsidiaries' gaming licenses, permits, and approvals in good standing.

Resolution 12: Designation of Authorized Officers

RESOLVED, that each of the following officers of the Company (each, an "Authorized Officer" and collectively, the "Authorized Officers") is hereby authorized, empowered, and directed, acting individually or together, to take any and all actions and to execute and deliver any and all agreements, certificates, instruments, applications, filings, notices, and documents on behalf of the Company as such officer may deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions and to consummate the transactions contemplated thereby:

(i) Marcus Hale, Chief Executive Officer;

(ii) Lena Okafor, Chief Financial Officer; and

(iii) Darren Whitfield, Executive Vice President and General Counsel.

Any Authorized Officer, acting alone, shall have full power and authority to bind the Company for purposes of the foregoing resolutions, and the signature of any one Authorized Officer shall be sufficient to bind the Company to any agreement, certificate, instrument, or document executed and delivered in furtherance of these resolutions.

Resolution 13: Ratification of Prior Acts

RESOLVED, that all actions heretofore taken by any officer, director, employee, agent, or representative of the Company in connection with the Offering and the transactions contemplated by these resolutions, including, without limitation, (a) the engagement of Calderwood & Harkness LLP as counsel to the Company (Engagement Letter No. C&H-2025-CM-04187), (b) the engagement of Ridgeline Advisory Group LLC as financial advisor to the Company, (c) preliminary discussions and negotiations with the Underwriters regarding the terms and structure of the Offering, (d) the preparation and filing with the SEC of a preliminary prospectus supplement on October 6, 2025, and (e) the submission of applications to the Louisiana Gaming Control Board and the Indiana Gaming Commission, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.

Resolution 14: General Authority

RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed, in the name and on behalf of the Company, to take or cause to be taken any and all such further actions, to execute and deliver or cause to be executed and delivered any and all such further agreements, instruments, documents, and certificates, and to pay or cause to be paid all such fees, costs, and expenses (including estimated offering expenses of approximately One Million Three Hundred Fifty Thousand Dollars ($1,350,000), exclusive of the underwriting discount) as any such officer may deem necessary, appropriate, or advisable to carry out the intent and accomplish the purposes of the foregoing resolutions and to consummate the transactions contemplated thereby. The execution and delivery by any Authorized Officer of any such agreement, instrument, document, or certificate, or the taking of any such action by any Authorized Officer, shall be conclusive evidence of such officer's determination that the same is necessary, appropriate, or advisable, and of the Board's authorization thereof.

The remainder of this page is intentionally left blank. Signature page follows.

[SIGNATURE PAGE TO UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF REDSTONE GAMING CORP.]

IN WITNESS WHEREOF, the undersigned directors, constituting all of the members of the Board of Directors of Redstone Gaming Corp., have executed this Unanimous Written Consent effective as of September 30, 2025.

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

________________________________________

Marcus Hale Director

Date: ________

________________________________________

Patricia Moynihan Independent Director

Date: ________

________________________________________

Raymond Chu Independent Director

Date: ________

________________________________________

Sylvia Brennan Independent Director

Date: ________

________________________________________

David Alcantara Independent Director

Date: ________

________________________________________

Evelyn Zhao Independent Director

Date: ________

________________________________________

Thomas Kessler Independent Director

Date: ________

DRAFT — PREPARED BY CALDERWOOD & HARKNESS LLP FOR ADOPTION ON SEPTEMBER 30, 2025 PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

DRAFT — FOR DISCUSSION PURPOSES ONLY
Prepared by Calderwood & Harkness LLP Vivienne St. Claire / Brendan Walsh For review and adoption by the Board of Directors of Redstone Gaming Corp.
RESOLUTIONS OF THE BOARD OF DIRECTORS OF REDSTONE GAMING CORP.
Adopted by Unanimous Written Consent Effective as of September 30, 2025
The undersigned, being all of the members of the Board of Directors (the "Board") of Redstone Gaming Corp., a Delaware corporation (the "Company"), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL"), which permits any action required or permitted to be taken at any meeting of the Board to be taken without a meeting if all members of the Board consent thereto in writing, hereby adopt the following resolutions by unanimous written consent without a meeting, effective as of September 30, 2025:
WHEREAS, the Company has on file with the Securities and Exchange Commission (the "SEC") an automatic shelf registration statement on Form S-3 (File No. 333-278401) (as amended and supplemented from time to time, the "Registration Statement"), which was originally filed with the SEC on March 14, 2024, and was declared effective by the SEC on March 28, 2024, providing for the registration of the offer and sale, from time to time, of securities of the Company with a total aggregate shelf capacity of Seven Hundred Fifty Million Dollars ($750,000,000); and the Company previously completed a takedown offering under the Registration Statement in September 2024, consisting of the issuance and sale of $200,000,000 in aggregate principal amount of the Company's 5.875% Senior Notes due 2031, thereby reducing the remaining available shelf capacity under the Registration Statement to approximately $550,000,000 prior to the Offering described herein;
WHEREAS, the Board has determined, after due consideration of the Company's capital requirements, strategic growth objectives, and current market conditions, that it is in the best interests of the Company and its stockholders to conduct an underwritten public offering (the "Offering") of shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), pursuant to the Registration Statement, for aggregate gross proceeds of up to One Hundred Eighty Million Dollars ($180,000,000), together with a customary over-allotment option granting the Underwriters (as defined below) the right to purchase up to an additional fifteen percent (15%) of the firm shares offered in connection with the Offering;
WHEREAS, the net proceeds of the Offering are intended to be used as follows: (a) approximately One Hundred Fifteen Million Dollars ($115,000,000) for expansion into the Louisiana and Indiana gaming markets, including approximately Seventy Million Dollars ($70,000,000) for the acquisition of development rights and initial construction costs associated with a casino-resort in Bossier City, Louisiana, and approximately Forty-Five Million Dollars ($45,000,000) for the renovation and rebranding of a leased gaming facility in Gary, Indiana; (b) approximately Fifty Million Dollars ($50,000,000) for the partial retirement of the Company's 6.25% Senior Secured Notes due 2028, which would reduce the outstanding principal amount of such notes from Three Hundred Twenty-Five Million Dollars ($325,000,000) to approximately Two Hundred Seventy-Five Million Dollars ($275,000,000); and (c) the remainder of the net proceeds for general corporate purposes, including working capital and potential future acquisitions or strategic investments;
WHEREAS, the Board has been advised that Pinnacle Zanthor & Co. will serve as lead bookrunning manager, Hargrove Williams Securities LLC will serve as joint bookrunning manager, and Clearwater Capital Markets Inc. will serve as co-manager (collectively, the "Underwriters") for the Offering, and that such Underwriters will purchase shares of Common Stock from the Company on a firm commitment basis pursuant to an underwriting agreement to be entered into among the Company and the Underwriters;
WHEREAS, Calderwood & Harkness LLP is acting as counsel to the Company in connection with the Offering; Whitmore & Pratt LLP is acting as counsel to the Underwriters; Kaplan Feld & Associates LLP serves as the Company's independent registered public accounting firm and will be requested to deliver customary comfort letters to the Underwriters in connection with the Offering; Ridgeline Advisory Group LLC is serving as the Company's financial advisor in connection with the Offering and related strategic transactions; and Continental Share Services, Inc. serves as the transfer agent and registrar for the Common Stock;
WHEREAS, as of the date hereof, the Company's authorized capital stock consists of Three Hundred Million (300,000,000) shares of Common Stock and Ten Million (10,000,000) shares of preferred stock, par value $0.001 per share, of which One Hundred Fifty-Two Million Four Hundred Thousand (152,400,000) shares of Common Stock are issued and outstanding, Four Million Two Hundred Thousand (4,200,000) shares of Common Stock are held in treasury, no shares of preferred stock are issued and outstanding, and Three Million Eight Hundred Fifty Thousand (3,850,000) options to purchase shares of Common Stock are outstanding under the Company's 2021 Equity Incentive Plan (the "Equity Incentive Plan") at a weighted-average exercise price of $19.72 per share;
WHEREAS, the Board desires to delegate to a pricing committee (the "Pricing Committee") consisting of certain officers and directors of the Company the authority to determine and approve the final terms of the Offering, including the public offering price per share, the total number of shares to be offered, the underwriting discount, and the exercise and allocation of the over-allotment option, in each case within certain parameters to be established by the Board in these resolutions; and
WHEREAS, the Board, having been fully informed regarding the foregoing matters and having considered the advice and recommendations of the Company's management, legal counsel, and financial advisor, including the presentations and analyses provided to the Board at its meetings on September 15, 2025, and September 28, 2025, has determined that the Offering and the transactions contemplated thereby are advisable and in the best interests of the Company and its stockholders;
NOW, THEREFORE, BE IT:
Resolution 1: Authorization of the Offering
RESOLVED, that the Company is hereby authorized to conduct an underwritten public offering of shares of Common Stock, for aggregate gross proceeds of up to Two Hundred Seven Million Dollars ($207,000,000) (including the full exercise of the over-allotment option), pursuant to the Registration Statement and a prospectus supplement to be prepared and filed with the SEC under Rule 424(b)(5) of the Securities Act of 1933, as amended (the "Securities Act"). The Offering shall be conducted on a firm commitment basis with the Underwriters, and the terms and conditions of the Offering shall be subject to the following parameters:
(a) the maximum number of shares of Common Stock to be offered and sold in the Offering shall not exceed Eight Million (8,000,000) shares, inclusive of any shares of Common Stock issuable upon exercise of the over-allotment option granted to the Underwriters;
(b) the minimum public offering price per share of Common Stock shall not be less than Twenty-Five Dollars ($25.00) per share; and
(c) the Offering shall be conducted through the Underwriters on a firm commitment basis, with the Underwriters purchasing shares of Common Stock from the Company at the public offering price per share less the underwriting discount per share, as determined by the Pricing Committee in accordance with Resolution 3 hereof.
The foregoing authorization shall remain in effect until the earlier of (i) the closing of the Offering and (ii) December 31, 2025, unless earlier terminated by action of the Board.
Resolution 2: Authorization of Issuance of Shares
RESOLVED, that the issuance and sale of up to Eight Million (8,000,000) shares of Common Stock in connection with the Offering (including any shares of Common Stock subject to the over-allotment option) is hereby authorized, and that such shares, when issued and delivered by the Company against payment therefor at the public offering price per share less the underwriting discount per share, shall be validly issued, fully paid, and non-assessable. The Board hereby confirms that the Company has a sufficient number of authorized but unissued shares of Common Stock available for issuance in the Offering, as demonstrated by the following calculation:
Total authorized shares of Common Stock: 300,000,000
Less: Shares of Common Stock issued and outstanding: (152,400,000)
Less: Shares of Common Stock held in treasury: (4,200,000)
Total authorized but unissued shares (excluding treasury): 143,400,000
Less: Shares of Common Stock reserved for issuance under the Equity Incentive Plan (outstanding options): (3,850,000)
Total shares available for new issuance: 139,550,000
Accordingly, the Company has 139,550,000 shares of Common Stock available for new issuance, which is well in excess of the maximum of 8,000,000 shares authorized for issuance in the Offering. No amendment to the Company's Certificate of Incorporation or any other action by the stockholders of the Company is required to authorize the issuance and sale of shares of Common Stock contemplated by these resolutions.
Resolution 3: Establishment and Authorization of the Pricing Committee
RESOLVED, that a Pricing Committee of the Board is hereby established, which shall consist of the following members:
(i) Marcus Hale, Chief Executive Officer and Director;
(ii) Lena Okafor, Chief Financial Officer; and
(iii) Patricia Moynihan, Independent Director and Chair of the Finance Committee of the Board.
The Pricing Committee is hereby authorized, empowered, and directed to determine and approve the following final terms of the Offering, subject in each case to the parameters established by these resolutions:
(a) the public offering price per share of Common Stock, provided that such price shall not be less than Twenty-Five Dollars ($25.00) per share;
(b) the total number of shares of Common Stock to be offered and sold in the Offering, provided that such number shall not exceed Eight Million (8,000,000) shares of Common Stock (inclusive of any shares subject to the over-allotment option);
(c) the underwriting discount per share of Common Stock and any other compensation payable to the Underwriters in connection with the Offering;
(d) the number of shares of Common Stock subject to the over-allotment option, provided that such number shall not exceed fifteen percent (15%) of the number of firm shares to be sold in the Offering;
(e) the closing date and settlement mechanics for the Offering, including any customary arrangements for delivery of shares through the facilities of The Depository Trust Company; and
(f) any other terms of the Offering that are not inconsistent with these resolutions and that the Pricing Committee deems necessary or advisable in connection with the Offering.
Any two (2) members of the Pricing Committee, acting together, shall constitute a quorum for the transaction of business by the Pricing Committee. The Pricing Committee may act by meeting (in person or telephonically) or by unanimous written consent. The Pricing Committee shall report its actions, determinations, and approvals to the full Board at or prior to the next regular meeting of the Board following the pricing of the Offering.
Resolution 4: Authorization of the Underwriting Agreement
RESOLVED, that any one or more of the Authorized Officers (as defined in Resolution 12 below) is hereby authorized, empowered, and directed to negotiate, finalize, execute, and deliver, in the name and on behalf of the Company, an underwriting agreement (the "Underwriting Agreement") among the Company, on the one hand, and Pinnacle Zanthor & Co., as lead bookrunning manager, Hargrove Williams Securities LLC, as joint bookrunning manager, and Clearwater Capital Markets Inc., as co-manager, as representatives of the several underwriters named therein, on the other hand, providing for the purchase by the Underwriters from the Company of shares of Common Stock at the public offering price per share less the underwriting discount per share, upon such terms and conditions as the Pricing Committee or the Authorized Officers may approve, consistent with the parameters set forth in these resolutions.
The Underwriting Agreement shall include, among other provisions, customary representations and warranties of the Company, customary covenants (including negative and affirmative covenants of the Company during the period from the date of the Underwriting Agreement through the closing date), customary conditions to the obligations of the Underwriters to purchase shares at closing (including delivery of legal opinions, officers' certificates, comfort letters, and other closing deliverables), and customary indemnification and contribution provisions for the benefit of the Underwriters and their respective affiliates, directors, officers, employees, and controlling persons with respect to liabilities arising under the Securities Act, the Exchange Act (as defined below), or otherwise in connection with the Offering.
The Underwriting Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof, and shall include a customary consent to jurisdiction and waiver of jury trial.
The execution and delivery by any Authorized Officer of the Underwriting Agreement, in such form as the Authorized Officer executing the same shall approve, shall be conclusive evidence of such Authorized Officer's approval of the terms thereof and the Board's authorization hereunder.
Resolution 5: Authorization of the Prospectus Supplement and Related Filings
RESOLVED, that the Authorized Officers, with the assistance of Calderwood & Harkness LLP as counsel to the Company, are hereby authorized, empowered, and directed to take the following actions in connection with the Offering:
(a) prepare, finalize, execute (where applicable), and file with the SEC a preliminary prospectus supplement and a final prospectus supplement (together with any amendments or supplements thereto, the "Prospectus Supplement") under Rule 424(b)(5) of the Securities Act, in each case relating to the offer and sale of shares of Common Stock in the Offering, containing such information as the Authorized Officers, in consultation with counsel, shall determine to be necessary or advisable, including a description of the terms of the Offering, the intended use of proceeds, risk factors, dilution information, and any other information required by the Securities Act, the rules and regulations of the SEC, or the guidelines of the New York Stock Exchange;
(b) prepare and file with the SEC any amendments or supplements to the Registration Statement, including any post-effective amendments thereto, as may be necessary or advisable in connection with the Offering or to maintain the effectiveness of the Registration Statement;
(c) prepare and file with the SEC any free writing prospectuses (as defined in Rule 405 of the Securities Act), including a pricing term sheet, under Rule 433 of the Securities Act, in each case in compliance with the requirements of the Securities Act and the rules and regulations of the SEC;
(d) prepare and file with the SEC a registration statement pursuant to Rule 462(b) of the Securities Act, if necessary, to register additional shares of Common Stock for sale in the Offering;
(e) respond to any oral or written comments of the staff of the SEC on the Registration Statement, the Prospectus Supplement, or any related filings, and engage in any discussions with the staff of the SEC as may be necessary or advisable in connection therewith; and
(f) prepare and file with the SEC any other documents, reports, or notices required under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the rules and regulations of the SEC in connection with the Offering, including any Current Reports on Form 8-K, and to take any other actions as may be necessary or advisable to effect the registration, offer, and sale of shares of Common Stock in the Offering.
Resolution 6: Authorization of Lock-Up Agreements
RESOLVED, that each director and executive officer of the Company is hereby authorized and directed to execute and deliver a lock-up agreement (each, a "Lock-Up Agreement"), in form and substance satisfactory to Pinnacle Zanthor & Co. in its capacity as lead bookrunning manager for the Offering, pursuant to which each such director and executive officer shall agree to restrictions on the sale, offer to sell, contract to sell, grant of any option, right, or warrant to purchase, pledge, hypothecation, or other transfer or disposition (including transfers by means of any hedging transaction, short sale, or similar arrangement) of shares of Common Stock or any securities convertible into, exercisable for, or exchangeable for shares of Common Stock, for a period of ninety (90) days from the date of the final Prospectus Supplement, subject to customary exceptions and to early release with the prior written consent of Pinnacle Zanthor & Co.
The Authorized Officers are hereby authorized to negotiate the terms and conditions of the Lock-Up Agreements, including any customary exceptions thereto, and to take any actions necessary or advisable in connection with the execution and delivery of such Lock-Up Agreements.
Resolution 7: Authorization of NYSE Supplemental Listing Application
RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed to prepare and file, or cause to be prepared and filed, a supplemental listing application (and any amendments thereto) with the New York Stock Exchange (the "NYSE") to list the additional shares of Common Stock to be issued and sold in the Offering, which shares will trade under the Company's existing NYSE ticker symbol "RDGM," and to take any and all actions necessary or advisable to comply with all applicable NYSE listing requirements, standards, and procedures in connection with the listing of such shares, including the payment of any applicable listing fees.
Resolution 8: Authorization of Transfer Agent Instructions
RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed to instruct Continental Share Services, Inc., as transfer agent and registrar for the Common Stock, to issue the shares of Common Stock to be sold in the Offering, and to take any and all actions and execute and deliver any and all documents, certificates, and instructions as may be necessary or advisable in connection therewith, including instructions for the issuance of shares in book-entry form and delivery of such shares through the facilities of The Depository Trust Company ("DTC") in accordance with DTC's customary procedures for the settlement of underwritten public offerings, and to cause the transfer agent to reserve a sufficient number of shares of Common Stock to satisfy the Company's obligations under the Offering, including shares subject to the over-allotment option.
Resolution 9: Authorization of Legal Opinions, Officers' Certificates, and Closing Deliverables
RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed to take the following actions in connection with the closing of the Offering:
(a) direct Calderwood & Harkness LLP, as counsel to the Company, to prepare, finalize, and issue a legal opinion addressed to the Underwriters (to be filed as Exhibit 5.1 to the Registration Statement or a post-effective amendment thereto, as applicable) regarding the valid issuance, full payment, and non-assessability of the shares of Common Stock to be sold in the Offering, covering up to the maximum number of shares issuable in the Offering, including any shares issuable upon exercise of the over-allotment option, and such other legal opinions as may be required under the Underwriting Agreement;
(b) execute and deliver, on behalf of the Company, one or more officers' certificates as required under the Underwriting Agreement, certifying as to, among other things, the accuracy and completeness of the representations and warranties of the Company contained in the Underwriting Agreement as of the closing date, the Company's compliance with all covenants and agreements contained in the Underwriting Agreement, the absence of any material adverse change in the condition (financial or otherwise), earnings, business, properties, operations, or prospects of the Company and its subsidiaries, taken as a whole, since the date of the most recent financial statements included or incorporated by reference in the Registration Statement and the Prospectus Supplement, and the satisfaction of all conditions to closing set forth in the Underwriting Agreement;
(c) direct Kaplan Feld & Associates LLP, as the Company's independent registered public accounting firm, to prepare and deliver to the Underwriters customary comfort letters (including an initial comfort letter delivered at or prior to the execution of the Underwriting Agreement and a bring-down comfort letter delivered at or prior to the closing of the Offering) with respect to the financial information included or incorporated by reference in the Registration Statement and the Prospectus Supplement, in form and substance satisfactory to the Underwriters and their counsel; and
(d) execute and deliver, on behalf of the Company, such other certificates, instruments, agreements, and documents as may be necessary or desirable in connection with the closing of the Offering, including any secretary's certificates, good standing certificates, incumbency certificates, and any other closing deliverables customarily delivered in connection with underwritten public offerings of equity securities.
Resolution 10: Use of Proceeds Authorization
RESOLVED, that the Company is hereby authorized to apply the net proceeds of the Offering in the manner described in the Prospectus Supplement, including:
(a) the expansion into the Louisiana and Indiana gaming markets, including the acquisition of development rights and initial construction of a casino-resort in Bossier City, Louisiana, and the renovation and rebranding of a leased gaming facility in Gary, Indiana, as more fully described in the Prospectus Supplement;
(b) the partial retirement of the Company's 6.25% Senior Secured Notes due 2028 (CUSIP: 76134Q 206), issued pursuant to that certain Indenture, dated as of June 15, 2021 (as supplemented and amended from time to time, the "Indenture"), by and between the Company and Fidelitas Trust Company, N.A., as trustee (the "Trustee"), in an aggregate principal amount of approximately Fifty Million Dollars ($50,000,000), which partial redemption or repurchase would reduce the outstanding principal amount of such notes from Three Hundred Twenty-Five Million Dollars ($325,000,000) to approximately Two Hundred Seventy-Five Million Dollars ($275,000,000); and
(c) general corporate purposes, including working capital, potential strategic acquisitions, and other uses as more fully described in the Prospectus Supplement.
The Authorized Officers are hereby further authorized, empowered, and directed to give notice of optional redemption to the Trustee, Fidelitas Trust Company, N.A., in accordance with the terms and conditions of the Indenture, and to take any and all actions necessary or advisable to effect such partial redemption or open-market repurchase of the Company's 6.25% Senior Secured Notes due 2028, including the calculation and payment of any applicable redemption premium, accrued and unpaid interest, and related costs and expenses.
Resolution 11: Gaming Regulatory Authorizations
RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed to take any and all actions and to execute and deliver any and all documents, applications, filings, notices, reports, and certifications as may be required or advisable in connection with the Offering by any gaming regulatory authority having jurisdiction over the Company or any of its subsidiaries, including, without limitation:
(a) the Nevada Gaming Commission and the Nevada Gaming Control Board (License No. NGC-2019-04172);
(b) the New Jersey Division of Gaming Enforcement (License No. NJDGE-2020-1138);
(c) the Mississippi Gaming Commission (License No. MGC-2018-0623);
(d) the Louisiana Gaming Control Board, including any filings or supplemental submissions related to the Company's pending application for a gaming license submitted on August 12, 2025;
(e) the Indiana Gaming Commission, including any filings or supplemental submissions related to the Company's pending application for a gaming license submitted on September 5, 2025; and
(f) any other state, tribal, federal, or local gaming regulatory authority having jurisdiction over the Company or any of its subsidiaries or the transactions contemplated by these resolutions.
The Authorized Officers are further authorized to provide any notifications, disclosures, or reports regarding changes in the Company's ownership or capitalization structure resulting from the Offering as may be required by any of the foregoing gaming regulatory authorities, and to take all such actions as may be necessary to maintain the Company's and its subsidiaries' gaming licenses, permits, and approvals in good standing.
Resolution 12: Designation of Authorized Officers
RESOLVED, that each of the following officers of the Company (each, an "Authorized Officer" and collectively, the "Authorized Officers") is hereby authorized, empowered, and directed, acting individually or together, to take any and all actions and to execute and deliver any and all agreements, certificates, instruments, applications, filings, notices, and documents on behalf of the Company as such officer may deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions and to consummate the transactions contemplated thereby:
(i) Marcus Hale, Chief Executive Officer;
(ii) Lena Okafor, Chief Financial Officer; and
(iii) Darren Whitfield, Executive Vice President and General Counsel.
Any Authorized Officer, acting alone, shall have full power and authority to bind the Company for purposes of the foregoing resolutions, and the signature of any one Authorized Officer shall be sufficient to bind the Company to any agreement, certificate, instrument, or document executed and delivered in furtherance of these resolutions.
Resolution 13: Ratification of Prior Acts
RESOLVED, that all actions heretofore taken by any officer, director, employee, agent, or representative of the Company in connection with the Offering and the transactions contemplated by these resolutions, including, without limitation, (a) the engagement of Calderwood & Harkness LLP as counsel to the Company (Engagement Letter No. C&H-2025-CM-04187), (b) the engagement of Ridgeline Advisory Group LLC as financial advisor to the Company, (c) preliminary discussions and negotiations with the Underwriters regarding the terms and structure of the Offering, (d) the preparation and filing with the SEC of a preliminary prospectus supplement on October 6, 2025, and (e) the submission of applications to the Louisiana Gaming Control Board and the Indiana Gaming Commission, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.
Resolution 14: General Authority
RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed, in the name and on behalf of the Company, to take or cause to be taken any and all such further actions, to execute and deliver or cause to be executed and delivered any and all such further agreements, instruments, documents, and certificates, and to pay or cause to be paid all such fees, costs, and expenses (including estimated offering expenses of approximately One Million Three Hundred Fifty Thousand Dollars ($1,350,000), exclusive of the underwriting discount) as any such officer may deem necessary, appropriate, or advisable to carry out the intent and accomplish the purposes of the foregoing resolutions and to consummate the transactions contemplated thereby. The execution and delivery by any Authorized Officer of any such agreement, instrument, document, or certificate, or the taking of any such action by any Authorized Officer, shall be conclusive evidence of such officer's determination that the same is necessary, appropriate, or advisable, and of the Board's authorization thereof.
The remainder of this page is intentionally left blank. Signature page follows.
[SIGNATURE PAGE TO UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF REDSTONE GAMING CORP.]
IN WITNESS WHEREOF, the undersigned directors, constituting all of the members of the Board of Directors of Redstone Gaming Corp., have executed this Unanimous Written Consent effective as of September 30, 2025.
This consent may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
________________________________________
Marcus Hale Director
Date: ________
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Patricia Moynihan Independent Director
Date: ________
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Raymond Chu Independent Director
Date: ________
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Sylvia Brennan Independent Director
Date: ________
________________________________________
David Alcantara Independent Director
Date: ________
________________________________________
Evelyn Zhao Independent Director
Date: ________
________________________________________
Thomas Kessler Independent Director
Date: ________
DRAFT — PREPARED BY CALDERWOOD & HARKNESS LLP FOR ADOPTION ON SEPTEMBER 30, 2025 PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

DRAFT — FOR DISCUSSION PURPOSES ONLY

RESOLUTIONS OF THE BOARD OF DIRECTORS OF REDSTONE GAMING CORP.

NOW, THEREFORE, BE IT:

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