Calderwood & Harkness LLP
RESOLUTIONS OF THE PRICING COMMITTEE OF THE BOARD OF DIRECTORS OF REDSTONE GAMING CORP.
DRAFT — FOR ADOPTION ON [OCTOBER 28], 2025
RECITALS
WHEREAS, Redstone Gaming Corp., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), acting through its Board of Directors (the "Board"), by unanimous written resolutions duly adopted at a meeting of the Board held on September 30, 2025, at which a quorum was present and acting throughout, established a pricing committee of the Board (the "Committee" or the "Pricing Committee") for the purpose of determining and approving the final terms of a proposed public offering of shares of the Company's common stock, par value $0.001 per share (the "Common Stock");
WHEREAS, the Board resolved that the Committee shall be comprised of three members, and designated the following individuals to serve as the members of the Committee:
(i) Marcus Hale, Chief Executive Officer and Director of the Company;
(ii) Lena Okafor, Chief Financial Officer of the Company; and
(iii) Patricia Moynihan, Independent Director and Chair of the Finance Committee of the Board;
WHEREAS, the Board, pursuant to the Company's Amended and Restated Bylaws and applicable provisions of the Delaware General Corporation Law, delegated to the Committee the authority to determine and approve the final terms of the public offering of shares of Common Stock, including, without limitation, the authority to set:
(a) the final public offering price per share of Common Stock, provided that such price shall not be less than $25.00 per share (the "Price Floor");
(b) the final number of shares of Common Stock to be offered and sold in the offering, which number shall not exceed 8,000,000 shares of Common Stock in the aggregate (inclusive of any shares subject to an over-allotment option granted to the underwriters);
(c) the underwriting discount per share and in the aggregate; and
(d) such other terms of the underwriting agreement, the prospectus supplement, and related offering documents as the Committee may deem necessary or advisable to consummate the offering;
WHEREAS, the Board authorized the offering to be conducted as an underwritten public offering of shares of Common Stock pursuant to the Company's effective shelf registration statement on Form S-3 (Registration No. 333-278401) (the "Registration Statement"), which was originally filed with the Securities and Exchange Commission (the "SEC") on March 14, 2024, and was declared effective by the SEC on March 28, 2024, and which includes a base prospectus relating to the offer and sale of, among other securities, shares of Common Stock;
WHEREAS, in connection with the offering, the Company prepared and filed with the SEC, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Securities Act"), a preliminary prospectus supplement, dated October 6, 2025 (the "Preliminary Prospectus Supplement"), supplementing the base prospectus forming a part of the Registration Statement, which Preliminary Prospectus Supplement describes the terms and conditions of the proposed offering of shares of Common Stock;
WHEREAS, the Company, through its officers and its counsel Calderwood & Harkness LLP, received and responded to comments of the Staff of the Division of Corporation Finance of the SEC (the "Staff") set forth in a comment letter dated October 14, 2025, relating to the Preliminary Prospectus Supplement and the Registration Statement, and has resolved all such comments to the satisfaction of the Staff;
WHEREAS, the Company has prepared a final prospectus supplement (the "Final Prospectus Supplement") reflecting the final pricing terms of the offering, for filing with the SEC pursuant to Rule 424(b)(5) under the Securities Act following determination of the final offering terms;
WHEREAS, the remaining shelf capacity under the Registration Statement immediately prior to this offering is approximately $550,000,000, and the maximum aggregate offering size contemplated by this offering, including shares subject to the over-allotment option (approximately $207,000,000), is within such remaining capacity, and accordingly no additional registration is required in connection with the offering;
WHEREAS, the offering will be managed by an underwriting syndicate consisting of Pinnacle Zanthor & Co., acting as lead bookrunning manager, Hargrove Williams Securities LLC, acting as joint bookrunning manager, and Clearwater Capital Markets Inc., acting as co-manager (each, an "Underwriter" and collectively, the "Underwriters"), with Pinnacle Zanthor & Co. and Hargrove Williams Securities LLC serving as the representatives of the several Underwriters (in such capacity, the "Representatives");
WHEREAS, the Company, with the assistance of its outside legal counsel Calderwood & Harkness LLP and its financial advisor Ridgeline Advisory Group LLC, and the Underwriters, with the assistance of their legal counsel Whitmore & Pratt LLP, have negotiated the terms and provisions of an underwriting agreement (the "Underwriting Agreement") by and among the Company and the several Underwriters named therein, substantially in the form presented to the Committee at this meeting;
WHEREAS, the Committee met [telephonically/in person] on [October 28], 2025, with all three members of the Committee — Marcus Hale, Lena Okafor, and Patricia Moynihan — present and participating throughout the meeting, constituting a quorum for the transaction of business in accordance with the Company's Amended and Restated Bylaws;
WHEREAS, the following materials were presented to the Committee and reviewed and discussed by the Committee members at the meeting:
(1) a summary of current market conditions affecting the Company's Common Stock and the broader gaming and entertainment sector, including recent trading activity, volume, and comparable offering data;
(2) the final form of the Underwriting Agreement, together with a summary of the material terms thereof, including representations, warranties, indemnification provisions, and closing conditions;
(3) the Final Prospectus Supplement in substantially final form, reflecting the proposed final pricing terms;
(4) an update and supplemental analysis prepared by Ridgeline Advisory Group LLC regarding the Company's valuation, including a discounted cash flow analysis, comparable company analysis, and precedent transactions analysis, as well as a recommendation with respect to the proposed public offering price;
(5) a memorandum from Calderwood & Harkness LLP summarizing the legal considerations relating to the adoption of these resolutions and the consummation of the offering; and
(6) such other documents and information as the Committee deemed relevant to its deliberations;
WHEREAS, after due consideration and discussion of the foregoing matters, including the current market conditions, the financial and strategic interests of the Company, the terms of the Underwriting Agreement, the advice of the Company's financial advisor and legal counsel, and such other factors as the Committee deemed relevant, the Committee determined that the offering on the terms set forth herein is in the best interests of the Company and its stockholders;
NOW, THEREFORE, BE IT RESOLVED, that the Committee hereby adopts the following resolutions:
RESOLUTION 1: APPROVAL OF FINAL OFFERING TERMS
RESOLVED, that the Pricing Committee hereby determines and approves the following final terms of the public offering of shares of Common Stock of the Company (the "Offering"):
RESOLVED FURTHER, that the Committee hereby confirms and determines that (i) the public offering price of $[27.45] per share is above the Price Floor of $25.00 per share established by the Board in its resolutions adopted on September 30, 2025, and (ii) the total number of firm shares to be offered and sold in the Offering ([6,557,377] shares) is within the maximum aggregate number of 8,000,000 shares of Common Stock authorized by the Board in such resolutions, and accordingly the final pricing terms approved herein are within the scope of the authority delegated to the Committee by the Board.
RESOLUTION 2: APPROVAL OF OVER-ALLOTMENT OPTION
RESOLVED, that the Committee hereby approves the grant to the Underwriters of an option (the "Over-Allotment Option"), exercisable in whole or in part at any time and from time to time for a period of thirty (30) days from the date of the Final Prospectus Supplement, to purchase up to [983,606] additional shares of Common Stock (the "Option Shares"), representing approximately 15% of the number of firm shares, at the public offering price per share less the underwriting discount per share, solely to cover over-allotments, if any, in connection with the Offering.
RESOLVED FURTHER, that the Committee hereby confirms and determines that the aggregate number of firm shares and Option Shares ([6,557,377] + [983,606] = [7,540,983] shares) does not exceed the maximum of 8,000,000 shares of Common Stock authorized by the Board in its resolutions of September 30, 2025, and that the issuance of such Option Shares, if and to the extent the Over-Allotment Option is exercised, is within the scope of the authority delegated to the Committee by the Board.
RESOLUTION 3: APPROVAL OF SYNDICATE ALLOCATION
RESOLVED, that the Committee hereby approves the allocation of firm shares among the several Underwriters as follows:
RESOLVED FURTHER, that the Option Shares, if and to the extent the Over-Allotment Option is exercised by the Underwriters, shall be allocated among the Underwriters in the same proportions as set forth in the table above, unless otherwise agreed by the Representatives and the Company.
RESOLUTION 4: APPROVAL AND EXECUTION OF THE UNDERWRITING AGREEMENT
RESOLVED, that the form, terms, and provisions of the Underwriting Agreement, by and among the Company and Pinnacle Zanthor & Co., Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc., as the several Underwriters named therein, substantially in the form presented to the Committee at this meeting (with such changes, modifications, amendments, or supplements thereto as may be approved by the officer or officers of the Company executing the same on behalf of the Company, the execution thereof by such officer or officers to constitute conclusive evidence of such approval), are hereby approved in all respects.
RESOLVED FURTHER, that each of Marcus Hale, Chief Executive Officer, and Lena Okafor, Chief Financial Officer, acting alone or together, is hereby authorized, empowered, and directed to execute and deliver the Underwriting Agreement on behalf of the Company, with such modifications, amendments, supplements, or changes thereto as such officer or officers may approve, the execution thereof by such officer or officers to constitute conclusive evidence of such approval, and to perform the obligations of the Company thereunder.
RESOLVED FURTHER, that in the event that neither Marcus Hale nor Lena Okafor is available to execute the Underwriting Agreement, Darren Whitfield, Executive Vice President and General Counsel of the Company, is hereby authorized and empowered to execute and deliver the Underwriting Agreement on behalf of the Company, with the same force and effect as if executed by Marcus Hale or Lena Okafor, and with such modifications, amendments, supplements, or changes thereto as Mr. Whitfield may approve, the execution thereof by Mr. Whitfield to constitute conclusive evidence of such approval.
RESOLVED FURTHER, that the Underwriting Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict-of-laws principles thereof.
RESOLUTION 5: AUTHORIZATION TO FILE FINAL PROSPECTUS SUPPLEMENT
RESOLVED, that each of the officers of the Company, including without limitation Marcus Hale, Lena Okafor, and Darren Whitfield, is hereby authorized and directed to file, or cause to be filed, the Final Prospectus Supplement, reflecting the final pricing terms of the Offering as approved herein, with the SEC pursuant to Rule 424(b)(5) under the Securities Act, within the time period required by such Rule.
RESOLVED FURTHER, that each of such officers is hereby authorized and directed to prepare, execute, and file, or cause to be prepared, executed, and filed, with the SEC any free writing prospectus (as defined in Rule 405 under the Securities Act) in connection with the Offering, including without limitation a pricing term sheet (the "Pricing Term Sheet") setting forth the final terms of the Offering, pursuant to Rule 433 under the Securities Act.
RESOLVED FURTHER, that each of such officers is hereby authorized and directed to prepare, execute, and file, or cause to be prepared, executed, and filed, with the SEC any amendments or supplements to the Registration Statement (Registration No. 333-278401), including any post-effective amendments thereto, as may be necessary, advisable, or appropriate in connection with the Offering, and to take such further actions and execute such further documents as may be required to maintain the effectiveness of the Registration Statement.
RESOLUTION 6: AUTHORIZATION TO ISSUE SHARES
RESOLVED, that the issuance and sale by the Company of up to [7,540,983] shares of Common Stock (inclusive of [6,557,377] firm shares and up to [983,606] Option Shares subject to the Over-Allotment Option) in the Offering, at the public offering price of $[27.45] per share, upon the terms and subject to the conditions set forth in the Underwriting Agreement, is hereby authorized and approved in all respects.
RESOLVED FURTHER, that the shares of Common Stock, when issued and delivered by the Company against payment therefor in accordance with the terms of the Underwriting Agreement, shall be validly issued, fully paid, and non-assessable, and free of any preemptive rights, rights of first refusal, or similar rights of any stockholder of the Company.
RESOLVED FURTHER, that each of the officers of the Company is hereby authorized and directed to instruct Continental Share Services, Inc., as transfer agent and registrar for the Common Stock (the "Transfer Agent"), to register and deliver the shares of Common Stock sold in the Offering in accordance with the written instructions of the Company and the Representatives, and to take all such actions as may be necessary or appropriate in connection therewith, including the provision of customary transfer agent certifications and letters of instruction.
RESOLVED FURTHER, that the shares of Common Stock sold in the Offering shall be delivered in book-entry form through the facilities of The Depository Trust Company ("DTC") in accordance with DTC's customary procedures, and each of the officers of the Company is hereby authorized to take all actions and execute all documents necessary to facilitate the delivery of such shares through DTC.
RESOLUTION 7: USE OF NET PROCEEDS
RESOLVED, that the Committee hereby confirms the intended use of net proceeds from the Offering substantially as set forth in the Final Prospectus Supplement, as follows:
(a) approximately $70,000,000 shall be allocated for the acquisition of development rights and initial construction costs in connection with the Company's proposed casino-resort development project in Bossier City, Louisiana (the "Bossier City Project"), including site acquisition, pre-development expenditures, architectural and engineering fees, and initial construction-phase costs;
(b) approximately $45,000,000 shall be allocated for the renovation, rebranding, and capital improvement of the Company's leased gaming facility located in Gary, Indiana (the "Gary Facility"), including gaming floor redesign, technology upgrades, hospitality enhancements, and associated rebranding expenses;
(c) approximately $50,000,000 shall be allocated for the partial retirement of the Company's outstanding 6.25% Senior Secured Notes due June 15, 2028 (the "Senior Notes"), which are held under an indenture administered by Fidelitas Trust Company, N.A., as indenture trustee, thereby reducing the aggregate outstanding principal amount of the Senior Notes from $325,000,000 to $275,000,000; and
(d) the remainder, estimated to be approximately $6,450,000 (after deducting underwriting discounts and estimated offering expenses), shall be used for general corporate purposes, including working capital needs.
RESOLVED FURTHER, that the allocation of net proceeds among the foregoing uses shall be subject to adjustment by the officers of the Company as business circumstances, market conditions, and the strategic priorities of the Company may require, and that such officers are hereby authorized and empowered to reallocate the net proceeds among the foregoing uses or to other uses consistent with the best interests of the Company and its stockholders, provided that any material reallocation shall be disclosed in accordance with applicable securities laws and regulations.
RESOLUTION 8: AUTHORIZATION OF CLOSING DELIVERABLES AND RELATED MATTERS
RESOLVED, that each of the officers of the Company, including without limitation Marcus Hale, Chief Executive Officer, Lena Okafor, Chief Financial Officer, and Darren Whitfield, Executive Vice President and General Counsel, is hereby authorized, empowered, and directed to take the following actions in connection with the closing of the Offering (the "Closing"), which is expected to occur on [October 31, 2025] (the "Closing Date"), or such other date as may be agreed by the Company and the Representatives:
(a) to execute and deliver, on behalf of the Company, the officer's certificate required to be delivered pursuant to the terms and conditions of the Underwriting Agreement at Closing (the "Officer's Certificate"), certifying as to such matters as may be required by the Underwriting Agreement, including without limitation the accuracy and completeness of the representations and warranties of the Company contained in the Underwriting Agreement, the satisfaction of the conditions to closing set forth therein, and such other matters as the Representatives may reasonably request;
(b) to execute and deliver, on behalf of the Company, the secretary's certificate (or equivalent certification by an authorized officer), certifying as to (i) the Certificate of Incorporation of the Company, as amended to date, (ii) the Amended and Restated Bylaws of the Company, as currently in effect, (iii) the resolutions of the Board adopted on September 30, 2025, establishing the Committee and delegating authority with respect to the Offering, and (iv) these Pricing Committee resolutions;
(c) to prepare and file, or cause to be prepared and filed, a supplemental listing application with the New York Stock Exchange (the "NYSE") for the listing of up to [7,540,983] additional shares of Common Stock to be issued in the Offering under the Company's existing ticker symbol "RDGM," and to take all actions and execute all documents necessary to obtain approval of such listing application;
(d) to instruct Continental Share Services, Inc., as Transfer Agent, to register the shares of Common Stock sold in the Offering in the names of the purchasers thereof (or their nominees) and to deliver such shares through the facilities of DTC in accordance with the instructions of the Company and the Representatives;
(e) to execute and deliver, on behalf of the Company, any lock-up agreement release consents or waivers in connection with the lock-up agreements entered into by the directors, executive officers, and certain significant stockholders of the Company, including without limitation Grandview Capital Partners, LP, upon request of Pinnacle Zanthor & Co. as lead bookrunning manager, subject to and in accordance with the terms and conditions of such lock-up agreements; and
(f) to take any and all further actions, and to execute, deliver, and file, or cause to be executed, delivered, and filed, any and all further documents, instruments, certificates, and agreements, in the name and on behalf of the Company, as such officer may deem necessary, advisable, or appropriate to consummate the Offering and the transactions contemplated by the Underwriting Agreement and these resolutions.
RESOLUTION 9: RATIFICATION OF PRIOR ACTIONS
RESOLVED, that all actions heretofore taken by any officer or director of the Company in connection with the preparation, negotiation, filing, and prosecution of the Offering and the related transactions, including without limitation:
(a) the preparation and filing of the Preliminary Prospectus Supplement dated October 6, 2025, with the SEC pursuant to Rule 424(b)(5) under the Securities Act;
(b) the preparation of the response to the comment letter of the Staff of the SEC dated October 14, 2025, and the filing of any correspondence with the SEC in connection therewith;
(c) the negotiation of the terms and provisions of the Underwriting Agreement with the Underwriters and Whitmore & Pratt LLP, as counsel to the Underwriters;
(d) the engagement of Calderwood & Harkness LLP as outside legal counsel to the Company in connection with the Offering;
(e) the engagement of Ridgeline Advisory Group LLC as financial advisor to the Company in connection with the Offering;
(f) the engagement of Kaplan Feld & Associates LLP as independent registered public accounting firm to provide comfort letters and other customary services in connection with the Offering; and
(g) all other actions taken by the officers and directors of the Company in furtherance of the Offering and the transactions contemplated hereby;
are hereby ratified, confirmed, and approved in all respects, with the same force and effect as if such actions had been taken after the adoption of these resolutions.
RESOLUTION 10: GENERAL AUTHORIZATION
RESOLVED, that each of the officers of the Company, including without limitation Marcus Hale, Chief Executive Officer, Lena Okafor, Chief Financial Officer, and Darren Whitfield, Executive Vice President and General Counsel, is hereby authorized and empowered, in the name and on behalf of the Company, to do or cause to be done all such acts and things, and to execute, deliver, and file, or cause to be executed, delivered, and filed, all such agreements, documents, instruments, certificates, notices, consents, and other writings, as such officer may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions and to consummate the Offering and the transactions contemplated hereby, the execution thereof by such officer to be conclusive evidence of such determination, without the necessity of further action by the Committee, the Board, or any other committee of the Board.
RESOLVED FURTHER, that the Secretary or any Assistant Secretary of the Company is hereby authorized and directed to certify these resolutions and to include a copy of these resolutions (or a certification thereof) among the records of the Company.
\* \* \* \* \*
ADOPTION
The foregoing resolutions were duly adopted by the Pricing Committee of the Board of Directors of Redstone Gaming Corp. on [October 28], 2025, at a meeting at which all members of the Committee were present and participating, constituting a quorum, and at which all members voted in favor of the adoption of the foregoing resolutions.
IN WITNESS WHEREOF, the undersigned members of the Pricing Committee have executed these resolutions as of the date set forth below.
PRICING COMMITTEE OF THE BOARD OF DIRECTORS REDSTONE GAMING CORP.
By: ________
Name: Marcus Hale
Title: Chief Executive Officer and Director, Member of the Pricing Committee
Date: ________
By: ________
Name: Lena Okafor
Title: Chief Financial Officer, Member of the Pricing Committee
Date: ________
By: ________
Name: Patricia Moynihan
Title: Independent Director, Chair of the Finance Committee, Member of the Pricing Committee
Date: ________
EXHIBITS AND ATTACHMENTS
The following exhibits are attached hereto and incorporated herein by reference:
Exhibit A — Form of Underwriting Agreement, by and among Redstone Gaming Corp. and Pinnacle Zanthor & Co., Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc., as the several Underwriters named therein
Exhibit B — Final Prospectus Supplement (in substantially final form, for filing with the SEC pursuant to Rule 424(b)(5) under the Securities Act following adoption of these resolutions)
Exhibit C — Pricing Term Sheet (for filing with the SEC pursuant to Rule 433 under the Securities Act following adoption of these resolutions)
Prepared by Calderwood & Harkness LLP Vivienne St. Claire, Responsible Partner Brendan Walsh, Lead Associate 7 Times Square, 38th Floor New York, NY 10036
Engagement No. C&H-2025-CM-04187
DRAFT — Subject to revision upon final pricing
| Term | Amount | |
| Public Offering Price | $[27.45] per share | |
| Number of Firm Shares | [6,557,377] shares of Common Stock | |
| Aggregate Public Offering Price (Firm Shares) | $[180,000,000] | |
| Underwriting discount | $[1.098] per share (representing [4.0]% of the public offering price per share) | |
| Total Underwriting discount (Firm Shares) | $[7,200,000] | |
| Net Proceeds to the Company (Firm Shares, before expenses) | $[172,800,000] | |
| Underwriter | Number of Firm Shares | Percentage |
| Pinnacle Zanthor & Co. | [3,934,426] shares | 60% |
| Hargrove Williams Securities LLC | [1,967,213] shares | 30% |
| Clearwater Capital Markets Inc. | [655,738] shares | 10% |
| Total | [6,557,377] shares | 100% |