1033-00002 · Redstone Gaming Corp · Engagement

engagement-letter-rgc.docx DOCUMENT Capital Markets

16 / 36 ← → ✕

Contract analysis Extract to table

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP Counselors at Law

7 Times Square, 38th Floor New York, New York 10036

Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

October 6, 2025

Engagement Number: C&H-2025-CM-04187

Mr. Darren Whitfield Executive Vice President & General Counsel Redstone Gaming Corp. 3900 Las Vegas Boulevard South, Suite 1200 Las Vegas, NV 89119

Re: Engagement of Calderwood & Harkness LLP by Redstone Gaming Corp. in connection with the $180,000,000 Follow-On Public Offering of Common Stock

Dear Mr. Whitfield:

1. Introduction and Engagement

We are pleased to confirm that Redstone Gaming Corp. ("RGC" or the "Company"), a corporation organized under the laws of the State of Delaware and headquartered in Las Vegas, Nevada, has retained Calderwood & Harkness LLP ("C&H" or the "Firm") to serve as issuer's counsel in connection with the Company's proposed underwritten follow-on public offering of shares of its common stock, par value $0.001 per share, listed on the New York Stock Exchange under the ticker symbol "RDGM," for aggregate gross proceeds of approximately One Hundred Eighty Million Dollars ($180,000,000) (the "Offering"). We are privileged to serve as counsel to the Company in this important transaction and look forward to working with you and your team to achieve a successful execution of the Offering.

This engagement follows our productive preliminary discussions with you, Marcus Hale, the Company's Chief Executive Officer, and Lena Okafor, the Company's Chief Financial Officer, regarding the Company's capital raising objectives, the proposed structure of the Offering, and the anticipated timeline for execution. We appreciate the confidence that the Company has placed in our firm, and we are committed to delivering the highest quality legal services throughout this engagement.

The purpose of this letter is to confirm the terms and conditions of the engagement between RGC and C&H, including the scope of our representation, the staffing of the engagement team, the applicable fee arrangements, and other matters related to the attorney-client relationship that will govern our work together on the Offering. We ask that you review this letter carefully and, if the terms are acceptable to the Company, execute and return a copy of this letter to us at your earliest convenience.

2. Scope of Representation

C&H will represent RGC as issuer's counsel in connection with the Offering. The Offering is structured as a firm commitment underwritten public offering of shares of the Company's common stock, par value $0.001 per share. The Offering will be conducted pursuant to the Company's existing shelf registration statement on Form S-3 (File No. 333-278401), which was originally filed with the Securities and Exchange Commission (the "SEC") on March 14, 2024, and declared effective by the SEC on March 28, 2024 (the "Registration Statement"). Shares offered in the Offering will be drawn down from the securities registered and remaining available under the Registration Statement.

The scope of our representation in connection with the Offering is more particularly described in the following subsections.

2.1 Registration and SEC Filings

C&H will be responsible for the preparation, review, and filing of all required SEC filings and related registration documents in connection with the Offering, including without limitation:

(a) Preparation, review, and filing of the preliminary prospectus supplement to the base prospectus forming part of the Registration Statement, to be filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Securities Act"), describing the terms of the Offering, the Company's business, risk factors, the use of proceeds, and all other information required by applicable SEC rules and regulations;

(b) Preparation and filing of any amendments or supplements to the prospectus supplement, including the filing of the final prospectus supplement reflecting the actual pricing terms of the Offering upon the determination of the public offering price, number of shares, and underwriting discount by the Pricing Committee;

(c) Preparation, review, and submission of responses to any comments received from the Staff of the SEC's Division of Corporation Finance (the "SEC Staff") on the prospectus supplement, the Registration Statement, or any incorporated filings, and coordination with the Company, its officers, and its auditors with respect to the substance of any such comment responses;

(d) Preparation of a precautionary registration statement on Form S-3 pursuant to Rule 462(b) under the Securities Act, if the Firm determines in consultation with the Company that such a filing is necessary or advisable in order to register additional shares of common stock to cover the full scope of the Offering, including any shares issuable upon exercise of the underwriters' over-allotment option; and

(e) Coordination with Kaplan Feld & Associates LLP ("Kaplan Feld"), the Company's independent registered public accounting firm (engagement partner: Sandra Meyers, CPA), regarding the incorporation by reference of financial statements and financial data into the prospectus supplement, the scope and procedures of the comfort letter to be delivered by Kaplan Feld to the underwriters at pricing and closing, and any related accounting or auditor matters arising in connection with the SEC filing process.

2.2 Underwriting Agreement and Syndicate Documents

C&H will be responsible for the preparation, negotiation, and finalization of the principal underwriting and syndicate documentation for the Offering, including without limitation:

(a) Drafting, negotiating, and finalizing the underwriting agreement (the "Underwriting Agreement") to be entered into among RGC and the underwriting syndicate, which will consist of 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");

(b) Negotiation of the terms of the Underwriting Agreement with Whitmore & Pratt LLP, counsel to the Underwriters, whose lead partner for this transaction is Thomas Beaumont, and resolution of all open legal issues relating to the representations, warranties, conditions, indemnification, and contribution provisions of the Underwriting Agreement;

(c) Review of, and comment upon, the agreement among underwriters and any related syndicate documentation that may be circulated among the members of the underwriting syndicate, to the extent such documents are provided to issuer's counsel for review; and

(d) Preparation of the pricing term sheet summarizing the final pricing terms of the Offering, including the public offering price, the number of shares sold, the underwriting discount, and the estimated net proceeds, for filing with the SEC as a free writing prospectus pursuant to Rule 433 under the Securities Act.

2.3 Corporate Authorizations

C&H will prepare the corporate authorization documents necessary to approve and implement the Offering, including without limitation:

(a) Drafting resolutions of the Board of Directors of the Company authorizing the Offering, including approval of the form and filing of the preliminary prospectus supplement, authorization of the Underwriting Agreement, the issuance and sale of shares of common stock in the Offering, and the establishment of a Pricing Committee of the Board of Directors with authority to set the final terms of the Offering within parameters approved by the full Board;

(b) Drafting resolutions of the Pricing Committee to be adopted at or immediately prior to the pricing of the Offering, including approval of the final public offering price, the number of shares to be sold, the underwriting discount, and the execution and delivery of the Underwriting Agreement; and

(c) Preparation of the Secretary's Certificate to be delivered at closing, certifying the Company's certificate of incorporation (as amended and restated), bylaws (as amended and restated), applicable resolutions of the Board of Directors and the Pricing Committee, the incumbency and signatures of the officers and directors of the Company authorized to act in connection with the Offering, and such other matters as are customarily certified in connection with transactions of this nature.

2.4 Legal Opinions and Certificates

C&H will prepare and deliver the following legal opinions and related certificates in connection with the Offering:

(a) The legal opinion of issuer's counsel (to be filed as Exhibit 5.1 to the Registration Statement or any post-effective amendment thereto, or incorporated by reference through a Current Report on Form 8-K) regarding the validity and due authorization of the shares of common stock to be issued in the Offering, covering up to the maximum number of shares issuable in the Offering, including any shares issuable upon exercise of the underwriters' over-allotment option (which is expected to cover up to an additional 15% of the base shares offered);

(b) The negative assurance letter (commonly referred to as a "10b-5 letter") to be delivered by C&H, as issuer's counsel, to the Underwriters at closing, providing customary negative assurance regarding the accuracy and completeness of the disclosure in the Registration Statement and the prospectus supplement (including documents incorporated by reference) as of specified dates; and

(c) The tax disclosure opinion regarding the accuracy of the U.S. federal income tax discussion set forth in the prospectus supplement under the heading "Material U.S. Federal Income Tax Considerations for Non-U.S. Holders" (or similar caption), to the extent required by applicable SEC Staff guidance or requested by the Underwriters.

2.5 Officers' Certificates and Closing Deliverables

C&H will be responsible for the preparation of the officers' certificates and other closing deliverables required under the Underwriting Agreement, including without limitation:

(a) Drafting of the officers' certificates to be delivered at closing, including the Chief Financial Officer's certificate (the "CFO Certificate") and the joint certificate of the Chief Executive Officer and the Chief Financial Officer (the "Joint CEO/CFO Certificate"), each certifying as to the accuracy of the representations and warranties in the Underwriting Agreement, the satisfaction of closing conditions, and such other matters as are customarily addressed in officers' certificates delivered in connection with underwritten equity offerings;

(b) Preparation of the comfort letter request to be delivered to Kaplan Feld & Associates LLP, specifying the scope of the procedures to be performed by the auditors in connection with the delivery of the comfort letter at pricing and the bring-down comfort letter at closing, including specification of the circle-up items, financial information to be covered, and the applicable cut-off dates;

(c) Preparation of a comprehensive closing checklist identifying all documents, certificates, opinions, and other deliverables required to be delivered by each party at or prior to the closing of the Offering, together with the preparation of a closing memorandum outlining the sequence and logistics of closing; and

(d) Coordination of closing logistics, including coordination with Continental Share Services, Inc. (the Company's transfer agent and registrar) regarding the issuance and delivery of shares through the facilities of The Depository Trust Company ("DTC") in book-entry form, coordination of wire transfers of the net offering proceeds from the Underwriters to the Company, and the execution, assembly, and distribution of closing documents to all parties.

2.6 Lock-Up Agreements

C&H will be responsible for the preparation and coordination of lock-up agreements in connection with the Offering, including:

(a) Preparation of the form of lock-up agreement to be executed by the Company's directors, executive officers, and significant shareholders (as identified by the Underwriters), restricting the sale, transfer, pledge, or other disposition of shares of common stock and related securities for a period to be agreed upon with the Underwriters (customarily 90 days following the date of the final prospectus supplement); and

(b) Coordination of the execution of lock-up agreements by all required signatories, tracking of the status of execution, and delivery of fully executed lock-up agreements to the Underwriters (or their counsel) in advance of pricing.

2.7 Due Diligence

C&H will conduct comprehensive legal due diligence in connection with the Offering. Our due diligence activities will include, without limitation:

(a) Conducting legal due diligence regarding the Company and its subsidiaries, including a review of: (i) the Company's corporate organization and good standing in its state of incorporation and qualification jurisdictions; (ii) the Company's gaming regulatory compliance, including the status of gaming licenses, permits, and approvals issued by the Nevada Gaming Commission, the New Jersey Division of Gaming Enforcement, and the Mississippi Gaming Commission, and the status of pending applications before the Louisiana Gaming Control Board and the Indiana Gaming Commission; (iii) material contracts and agreements, including management agreements, credit facilities, equipment leases, and key commercial arrangements; (iv) existing indebtedness, including compliance with financial covenants and incurrence-based covenants under the Company's outstanding credit agreements and note indentures; (v) pending or threatened litigation and regulatory proceedings; (vi) intellectual property matters, including the Company's proprietary online gaming technology platform known as the "RedBet Digital" platform, trademarks, domain names, and patent applications; and (vii) employee and benefit matters, including key employment agreements, equity compensation plans, and benefit plan compliance;

(b) Participation in due diligence sessions with Company management, including initial management presentations, topic-specific deep-dive sessions, and pre-pricing and pre-closing bring-down due diligence calls with senior officers of the Company and representatives of the Underwriters and their counsel;

(c) Preparation of a comprehensive due diligence memorandum summarizing the results of C&H's legal due diligence review, identifying any material issues or areas of concern, and documenting the scope of due diligence undertaken; and

(d) Preparation of a due diligence defense memorandum for purposes of establishing the Company's and the Underwriters' due diligence defense under Section 11 of the Securities Act, documenting the nature and extent of the investigation conducted, the persons from whom information was obtained, and the basis for the conclusions reached.

2.8 Exclusions from Scope

Notwithstanding the foregoing, the scope of this engagement does not include, and C&H will not be responsible for providing legal advice or representation in connection with, the following matters:

(a) Representation of the Company in any gaming regulatory proceedings before any state gaming commission, gaming control board, or other gaming regulatory authority, whether in connection with new license applications, license renewals, compliance investigations, enforcement actions, or otherwise;

(b) Representation of the Company in any litigation, arbitration, enforcement, or other dispute resolution proceedings, whether pending or threatened, including any proceedings that may arise from or relate to the Offering;

(c) Advice regarding the Company's directors' and officers' liability insurance program, including the adequacy of coverage, policy terms, or claims under such policies (the Company's current D&O insurance program is maintained with Sentinel Risk Underwriters, Inc., and the Company should consult its insurance broker or coverage counsel with respect to any questions regarding such coverage);

(d) Financial advisory services of any nature, including advice regarding the pricing, structure, or marketing of the Offering, which services are being provided to the Company by Ridgeline Advisory Group LLC in its capacity as the Company's financial advisor; and

(e) Any other legal matters unrelated to the Offering as described in this letter.

For the avoidance of doubt, this engagement is limited in scope to the specific transaction described in this letter and does not create a continuing or ongoing attorney-client relationship between C&H and the Company for any purpose other than the Offering. Any future engagement of C&H by the Company for matters other than the Offering will be subject to a separate engagement letter or other written agreement.

3. Staffing

The following attorneys have been assigned to serve on the engagement team for the Offering:

(a) Vivienne St. Claire — Responsible Partner, Capital Markets (New York office). Ms. St. Claire will serve as the responsible partner for this engagement and will provide overall supervision and strategic direction of all work performed by the engagement team. She will serve as the primary relationship partner for the Company in connection with the Offering and will be directly involved in all significant decisions, negotiations, and communications regarding the transaction.

(b) Robert Adeyemi — Billing Partner, Capital Markets (New York office). Mr. Adeyemi will be responsible for all billing matters, fee estimates, and invoice administration in connection with this engagement. Questions regarding invoices, billing rates, or fee arrangements should be directed to Mr. Adeyemi.

(c) Brendan Walsh — Lead Associate, Capital Markets (New York office). Mr. Walsh will assume primary day-to-day responsibility for the drafting and negotiation of all principal transaction documents, including the preliminary and final prospectus supplements, the Underwriting Agreement, corporate authorization documents, and legal opinions. He will also take the lead on the preparation and submission of SEC comment letter responses and will play a central role in the due diligence process.

(d) Natasha Forbes — Working Associate, Capital Markets (New York office). Ms. Forbes will support Mr. Walsh in the drafting and preparation of transaction documents, will coordinate the legal due diligence process, and will be responsible for closing logistics, including coordination with Kaplan Feld & Associates LLP (the Company's auditors), Continental Share Services, Inc. (the Company's transfer agent and registrar), and the offices of underwriters' counsel.

In addition to the individuals listed above, the Firm may assign additional attorneys from our New York office or our Las Vegas office (located at 3770 Howard Hughes Parkway, Suite 300, Las Vegas, NV 89169) to work on the engagement as the need arises. We will provide prior notice to the Company before any additional attorneys are assigned to the engagement team on a material basis.

Vivienne St. Claire will serve as the principal point of contact for the engagement. Unless otherwise directed, all material communications regarding the Offering should be directed to Ms. St. Claire, with copies to Mr. Walsh. Ms. St. Claire can be reached at (212) 554-7100 or vivienne.stclaire@calderwoodharkness.com.

4. Fee Arrangements

4.1 Billing Rates

The following hourly billing rates will be applicable to the legal services rendered by C&H in connection with this engagement:

These rates reflect the Firm's current standard rates for capital markets engagements and are consistent with the rates applied to comparable underwritten equity offering representations. The Firm's billing rates are subject to periodic adjustment in accordance with the Firm's standard practices. However, we agree that any increase in the billing rates applicable to this engagement during the pendency of the engagement will require prior written notice to the Company, and no such rate increase will be applied retroactively to time previously recorded.

4.2 Estimated Fees

Based on the assumed scope of work described in Section 2 above and the Firm's substantial experience with follow-on equity offerings of comparable size and complexity, C&H's current estimate of total legal fees for this engagement is approximately Four Hundred Seventy-Five Thousand Dollars ($475,000).

This estimate is provided for budgeting and planning purposes only and does not constitute a cap, ceiling, or fixed fee for the engagement. The actual fees incurred in connection with the Offering may be higher or lower than the estimate depending on a number of factors, including without limitation: (i) the complexity and duration of the SEC Staff's review of the prospectus supplement and the Registration Statement, including the number and substance of any comment letters received; (ii) the extent and duration of negotiations of the Underwriting Agreement and related documents with Whitmore & Pratt LLP on behalf of the Underwriters; (iii) the scope and complexity of the due diligence findings and any issues that may arise during the due diligence process; (iv) any changes to the structure or terms of the Offering; and (v) any other circumstances that may affect the time required to complete the engagement.

We are committed to managing the engagement efficiently and to communicating transparently with the Company regarding fees. C&H will notify the Company promptly if, at any time during the engagement, it appears that actual fees are likely to materially exceed the estimate set forth above. We will work with the Company to address any budgetary concerns and, where possible, to identify cost-effective approaches to the remaining work.

4.3 Expenses. In addition to legal fees, the Company will reimburse C&H for all reasonable and documented out-of-pocket expenses incurred by the Firm in connection with this engagement. Reimbursable expenses include, but are not limited to, travel expenses (including airfare, lodging, and ground transportation), SEC filing fees, printing and reproduction costs, messenger and courier charges, overnight delivery fees, and telecommunications expenses. All expenses will be billed at actual cost without markup.

For the avoidance of doubt, the following offering-related expenses are direct costs of the Company and are not included in C&H's legal fee estimate: SEC registration fees, New York Stock Exchange supplemental listing fees, printing and EDGAR filing costs paid to the Company's financial printer, transfer agent fees, accounting fees and expenses of Kaplan Feld & Associates LLP, and similar costs. The Company has estimated that total offering expenses (excluding the underwriting discount payable to the Underwriters) will be approximately One Million Three Hundred Fifty Thousand Dollars ($1,350,000), inclusive of C&H's estimated legal fees.

4.4 Billing Procedures

C&H will render monthly invoices for fees and expenses incurred during the preceding calendar month. Each invoice will include a summary of the legal services rendered, the time expended by each timekeeper, the applicable billing rates, and an itemization of reimbursable expenses.

All invoices are payable within thirty (30) days of receipt by the Company. The billing partner for this engagement is Robert Adeyemi, who may be reached at (212) 554-7250 or robert.adeyemi@calderwoodharkness.com. All invoices will reference Engagement Number C&H-2025-CM-04187 and should be directed, for payment purposes, to the attention of the Company's accounts payable department or such other designee as the Company may specify.

5. Key Transaction Timeline

For planning purposes, the following is a summary of the expected transaction timeline for the Offering. This timeline has been developed in consultation with the Company, the Underwriters, and their respective advisors, and is subject to adjustment based on market conditions, SEC review, and other factors.

All dates set forth above are estimates and targets only, and are subject to change based on, among other things, prevailing market conditions, the timing and outcome of the SEC review process, the readiness of the underwriting syndicate, and other factors beyond the parties' control. C&H will work closely with the Company and the Underwriters to keep the Offering on track and to communicate any anticipated changes to the timeline as promptly as practicable.

6. Confidentiality

C&H acknowledges its obligation to maintain the confidentiality of all non-public information received from the Company or its representatives in connection with this engagement. The Firm will not disclose such information to any third party except (a) as authorized by the Company, (b) to the extent necessary to perform our obligations under this engagement (including disclosure to other members of the engagement team, to counsel and advisors retained by the Company, and to the Underwriters and their counsel in connection with the Offering, in each case on a need-to-know basis), or (c) as required by applicable law, regulation, court order, or regulatory requirement, including applicable securities laws and the rules of professional conduct governing attorneys in the State of New York.

The Company acknowledges C&H's obligation to comply with applicable law, including any court order, subpoena, regulatory inquiry, or other legal or regulatory requirement that may compel or require the disclosure of information received from the Company. In the event that C&H receives any such order or requirement, C&H will, to the extent permitted by law, promptly notify the Company and cooperate with the Company in seeking any available protective order or other remedy.

C&H maintains information barriers and internal procedures regarding the handling of material non-public information ("MNPI"), including procedures designed to prevent the unauthorized use or disclosure of MNPI obtained in connection with client engagements. The Firm's policies comply with applicable securities laws and regulations, including Regulation FD and the insider trading provisions of the Securities Exchange Act of 1934, as amended.

7. Conflicts of Interest

C&H has conducted a conflicts check in accordance with the Firm's standard procedures and the applicable Rules of Professional Conduct, and based on the results of that review, the Firm is not aware of any conflict of interest that would prevent it from undertaking this representation of the Company in connection with the Offering.

The Company acknowledges that C&H is a large, multi-practice law firm and that the Firm may from time to time represent other clients in matters unrelated to the Offering that may involve one or more parties to this transaction, including Pinnacle Zanthor & Co., Hargrove Williams Securities LLC, Clearwater Capital Markets Inc., their respective affiliates, or other parties with whom the Company has commercial or business relationships. Such representations, to the extent they are unrelated to the Offering and do not involve the assertion of claims by or against the Company, are not considered conflicts of interest for purposes of this engagement, and the Company hereby consents to such unrelated representations.

Notwithstanding the foregoing, C&H confirms that it will not represent any party other than the Company in connection with this specific Offering, including the Underwriters or any selling shareholder, during the pendency of this engagement.

8. Document Retention

C&H will maintain all engagement files, including work product, correspondence, and transaction documents, in accordance with the Firm's standard document retention schedule. The Firm's retention policies are designed to comply with all applicable legal, regulatory, and professional requirements regarding the preservation of client files and records.

Original documents provided by the Company to C&H in connection with this engagement will be returned to the Company upon written request following the conclusion of the engagement. Copies of such documents may be retained by the Firm in accordance with its standard retention schedule.

9. Limitation of Liability

The aggregate liability of C&H to the Company arising out of or in connection with this engagement, including without limitation any claims for breach of contract, negligence, or other legal theories, shall not exceed the total amount of fees actually paid by the Company to C&H under this engagement letter; provided, however, that this limitation of liability shall not apply to losses or damages arising from the Firm's willful misconduct or gross negligence.

Each party hereby waives, to the fullest extent permitted by applicable law, any right to recover consequential, indirect, incidental, special, or punitive damages from the other party in connection with this engagement, regardless of whether such damages are foreseeable and regardless of the legal theory upon which any claim for such damages is based.

10. Termination

Either party may terminate this engagement upon ten (10) business days' prior written notice to the other party. In the event of termination by either party, the Company shall remain obligated to pay C&H for all legal fees earned and out-of-pocket expenses incurred through the effective date of termination, in accordance with the billing procedures set forth in Section 4.4 above.

Upon termination of the engagement, C&H will cooperate with the Company to effect an orderly transition of the representation, including the prompt delivery of all work product, files, and documents in the Firm's possession that are the property of the Company or that are reasonably necessary for the Company to continue the Offering with successor counsel. C&H will take all steps reasonably necessary to protect the Company's interests during the transition period and will comply with all applicable professional responsibility obligations regarding the withdrawal from a client representation.

11. Governing Law and Dispute Resolution

This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws that would require the application of the laws of any other jurisdiction.

Any dispute, controversy, or claim arising out of or relating to this engagement, including any question regarding the interpretation, performance, breach, or termination of this letter, shall be resolved by final and binding arbitration in New York, New York, administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect, unless the parties otherwise agree in writing to an alternative dispute resolution mechanism. The arbitral tribunal shall consist of a single arbitrator selected in accordance with the rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding on the parties, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

12. Miscellaneous Provisions

Entire Agreement. This engagement letter, together with any enclosures referenced herein, constitutes the entire agreement between C&H and the Company with respect to the subject matter hereof and supersedes all prior discussions, negotiations, understandings, and agreements, whether oral or written, relating to the engagement of C&H in connection with the Offering.

Amendment. This engagement letter may not be amended, modified, or supplemented except by a written instrument signed by an authorized representative of each of C&H and the Company.

Assignment. Neither party may assign, delegate, or otherwise transfer its rights or obligations under this engagement letter without the prior written consent of the other party, and any purported assignment in violation of this provision shall be null and void.

Counterparts. This engagement letter may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this letter by electronic signature (including by PDF transmitted via email) shall be deemed to have the same legal effect as delivery of an original executed copy.

We are excited to work with the Company on the Offering and are confident in our ability to deliver excellent results. If the foregoing terms are acceptable, please indicate your agreement by signing and returning a copy of this letter to us. We would be happy to discuss any questions or concerns you may have regarding the terms of this engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Vivienne St. Claire

Title: Partner

By: ________

Name: Robert Adeyemi

Title: Partner

AGREED AND ACCEPTED:

REDSTONE GAMING CORP.

By: ________

Name: Darren Whitfield

Title: Executive Vice President & General Counsel

Date: ________

Enclosures:

Standard Billing Terms and Conditions of Calderwood & Harkness LLP

cc:

Marcus Hale, Chief Executive Officer, Redstone Gaming Corp. Lena Okafor, Chief Financial Officer, Redstone Gaming Corp. Robert Adeyemi, Calderwood & Harkness LLP Brendan Walsh, Calderwood & Harkness LLP Natasha Forbes, Calderwood & Harkness LLP

Timekeeper Level	Hourly Rate
Partners	$1,650 per hour
Associates	$975 per hour
Date	Milestone
October 6, 2025	Engagement opens; preliminary prospectus supplement filed with the SEC under Rule 424(b)(5); launch of the Offering
October 14, 2025	SEC Staff comment letter received (six comments anticipated based on preliminary Staff feedback)
October 21, 2025 (target)	Response to SEC Staff comment letter submitted; clearance sought from SEC Staff
October 28, 2025 (expected)	Pricing date; Pricing Committee convenes and sets final terms of the Offering within Board-authorized parameters (price floor of $25.00 per share; maximum of 8,000,000 shares); Underwriting Agreement executed; final prospectus supplement and pricing term sheet filed
October 31, 2025 (expected)	Closing date (T+3); delivery of shares through DTC; receipt of net offering proceeds; delivery of all closing certificates, opinions, and other deliverables

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP Counselors at Law
7 Times Square, 38th Floor New York, New York 10036
Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
October 6, 2025
Engagement Number: C&H-2025-CM-04187
Mr. Darren Whitfield Executive Vice President & General Counsel Redstone Gaming Corp. 3900 Las Vegas Boulevard South, Suite 1200 Las Vegas, NV 89119
Re: Engagement of Calderwood & Harkness LLP by Redstone Gaming Corp. in connection with the $180,000,000 Follow-On Public Offering of Common Stock
Dear Mr. Whitfield:
1. Introduction and Engagement
We are pleased to confirm that Redstone Gaming Corp. ("RGC" or the "Company"), a corporation organized under the laws of the State of Delaware and headquartered in Las Vegas, Nevada, has retained Calderwood & Harkness LLP ("C&H" or the "Firm") to serve as issuer's counsel in connection with the Company's proposed underwritten follow-on public offering of shares of its common stock, par value $0.001 per share, listed on the New York Stock Exchange under the ticker symbol "RDGM," for aggregate gross proceeds of approximately One Hundred Eighty Million Dollars ($180,000,000) (the "Offering"). We are privileged to serve as counsel to the Company in this important transaction and look forward to working with you and your team to achieve a successful execution of the Offering.
This engagement follows our productive preliminary discussions with you, Marcus Hale, the Company's Chief Executive Officer, and Lena Okafor, the Company's Chief Financial Officer, regarding the Company's capital raising objectives, the proposed structure of the Offering, and the anticipated timeline for execution. We appreciate the confidence that the Company has placed in our firm, and we are committed to delivering the highest quality legal services throughout this engagement.
The purpose of this letter is to confirm the terms and conditions of the engagement between RGC and C&H, including the scope of our representation, the staffing of the engagement team, the applicable fee arrangements, and other matters related to the attorney-client relationship that will govern our work together on the Offering. We ask that you review this letter carefully and, if the terms are acceptable to the Company, execute and return a copy of this letter to us at your earliest convenience.
2. Scope of Representation
C&H will represent RGC as issuer's counsel in connection with the Offering. The Offering is structured as a firm commitment underwritten public offering of shares of the Company's common stock, par value $0.001 per share. The Offering will be conducted pursuant to the Company's existing shelf registration statement on Form S-3 (File No. 333-278401), which was originally filed with the Securities and Exchange Commission (the "SEC") on March 14, 2024, and declared effective by the SEC on March 28, 2024 (the "Registration Statement"). Shares offered in the Offering will be drawn down from the securities registered and remaining available under the Registration Statement.
The scope of our representation in connection with the Offering is more particularly described in the following subsections.
2.1 Registration and SEC Filings
C&H will be responsible for the preparation, review, and filing of all required SEC filings and related registration documents in connection with the Offering, including without limitation:
(a) Preparation, review, and filing of the preliminary prospectus supplement to the base prospectus forming part of the Registration Statement, to be filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Securities Act"), describing the terms of the Offering, the Company's business, risk factors, the use of proceeds, and all other information required by applicable SEC rules and regulations;
(b) Preparation and filing of any amendments or supplements to the prospectus supplement, including the filing of the final prospectus supplement reflecting the actual pricing terms of the Offering upon the determination of the public offering price, number of shares, and underwriting discount by the Pricing Committee;
(c) Preparation, review, and submission of responses to any comments received from the Staff of the SEC's Division of Corporation Finance (the "SEC Staff") on the prospectus supplement, the Registration Statement, or any incorporated filings, and coordination with the Company, its officers, and its auditors with respect to the substance of any such comment responses;
(d) Preparation of a precautionary registration statement on Form S-3 pursuant to Rule 462(b) under the Securities Act, if the Firm determines in consultation with the Company that such a filing is necessary or advisable in order to register additional shares of common stock to cover the full scope of the Offering, including any shares issuable upon exercise of the underwriters' over-allotment option; and
(e) Coordination with Kaplan Feld & Associates LLP ("Kaplan Feld"), the Company's independent registered public accounting firm (engagement partner: Sandra Meyers, CPA), regarding the incorporation by reference of financial statements and financial data into the prospectus supplement, the scope and procedures of the comfort letter to be delivered by Kaplan Feld to the underwriters at pricing and closing, and any related accounting or auditor matters arising in connection with the SEC filing process.
2.2 Underwriting Agreement and Syndicate Documents
C&H will be responsible for the preparation, negotiation, and finalization of the principal underwriting and syndicate documentation for the Offering, including without limitation:
(a) Drafting, negotiating, and finalizing the underwriting agreement (the "Underwriting Agreement") to be entered into among RGC and the underwriting syndicate, which will consist of 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");
(b) Negotiation of the terms of the Underwriting Agreement with Whitmore & Pratt LLP, counsel to the Underwriters, whose lead partner for this transaction is Thomas Beaumont, and resolution of all open legal issues relating to the representations, warranties, conditions, indemnification, and contribution provisions of the Underwriting Agreement;
(c) Review of, and comment upon, the agreement among underwriters and any related syndicate documentation that may be circulated among the members of the underwriting syndicate, to the extent such documents are provided to issuer's counsel for review; and
(d) Preparation of the pricing term sheet summarizing the final pricing terms of the Offering, including the public offering price, the number of shares sold, the underwriting discount, and the estimated net proceeds, for filing with the SEC as a free writing prospectus pursuant to Rule 433 under the Securities Act.
2.3 Corporate Authorizations
C&H will prepare the corporate authorization documents necessary to approve and implement the Offering, including without limitation:
(a) Drafting resolutions of the Board of Directors of the Company authorizing the Offering, including approval of the form and filing of the preliminary prospectus supplement, authorization of the Underwriting Agreement, the issuance and sale of shares of common stock in the Offering, and the establishment of a Pricing Committee of the Board of Directors with authority to set the final terms of the Offering within parameters approved by the full Board;
(b) Drafting resolutions of the Pricing Committee to be adopted at or immediately prior to the pricing of the Offering, including approval of the final public offering price, the number of shares to be sold, the underwriting discount, and the execution and delivery of the Underwriting Agreement; and
(c) Preparation of the Secretary's Certificate to be delivered at closing, certifying the Company's certificate of incorporation (as amended and restated), bylaws (as amended and restated), applicable resolutions of the Board of Directors and the Pricing Committee, the incumbency and signatures of the officers and directors of the Company authorized to act in connection with the Offering, and such other matters as are customarily certified in connection with transactions of this nature.
2.4 Legal Opinions and Certificates
C&H will prepare and deliver the following legal opinions and related certificates in connection with the Offering:
(a) The legal opinion of issuer's counsel (to be filed as Exhibit 5.1 to the Registration Statement or any post-effective amendment thereto, or incorporated by reference through a Current Report on Form 8-K) regarding the validity and due authorization of the shares of common stock to be issued in the Offering, covering up to the maximum number of shares issuable in the Offering, including any shares issuable upon exercise of the underwriters' over-allotment option (which is expected to cover up to an additional 15% of the base shares offered);
(b) The negative assurance letter (commonly referred to as a "10b-5 letter") to be delivered by C&H, as issuer's counsel, to the Underwriters at closing, providing customary negative assurance regarding the accuracy and completeness of the disclosure in the Registration Statement and the prospectus supplement (including documents incorporated by reference) as of specified dates; and
(c) The tax disclosure opinion regarding the accuracy of the U.S. federal income tax discussion set forth in the prospectus supplement under the heading "Material U.S. Federal Income Tax Considerations for Non-U.S. Holders" (or similar caption), to the extent required by applicable SEC Staff guidance or requested by the Underwriters.
2.5 Officers' Certificates and Closing Deliverables
C&H will be responsible for the preparation of the officers' certificates and other closing deliverables required under the Underwriting Agreement, including without limitation:
(a) Drafting of the officers' certificates to be delivered at closing, including the Chief Financial Officer's certificate (the "CFO Certificate") and the joint certificate of the Chief Executive Officer and the Chief Financial Officer (the "Joint CEO/CFO Certificate"), each certifying as to the accuracy of the representations and warranties in the Underwriting Agreement, the satisfaction of closing conditions, and such other matters as are customarily addressed in officers' certificates delivered in connection with underwritten equity offerings;
(b) Preparation of the comfort letter request to be delivered to Kaplan Feld & Associates LLP, specifying the scope of the procedures to be performed by the auditors in connection with the delivery of the comfort letter at pricing and the bring-down comfort letter at closing, including specification of the circle-up items, financial information to be covered, and the applicable cut-off dates;
(c) Preparation of a comprehensive closing checklist identifying all documents, certificates, opinions, and other deliverables required to be delivered by each party at or prior to the closing of the Offering, together with the preparation of a closing memorandum outlining the sequence and logistics of closing; and
(d) Coordination of closing logistics, including coordination with Continental Share Services, Inc. (the Company's transfer agent and registrar) regarding the issuance and delivery of shares through the facilities of The Depository Trust Company ("DTC") in book-entry form, coordination of wire transfers of the net offering proceeds from the Underwriters to the Company, and the execution, assembly, and distribution of closing documents to all parties.
2.6 Lock-Up Agreements
C&H will be responsible for the preparation and coordination of lock-up agreements in connection with the Offering, including:
(a) Preparation of the form of lock-up agreement to be executed by the Company's directors, executive officers, and significant shareholders (as identified by the Underwriters), restricting the sale, transfer, pledge, or other disposition of shares of common stock and related securities for a period to be agreed upon with the Underwriters (customarily 90 days following the date of the final prospectus supplement); and
(b) Coordination of the execution of lock-up agreements by all required signatories, tracking of the status of execution, and delivery of fully executed lock-up agreements to the Underwriters (or their counsel) in advance of pricing.
2.7 Due Diligence
C&H will conduct comprehensive legal due diligence in connection with the Offering. Our due diligence activities will include, without limitation:
(a) Conducting legal due diligence regarding the Company and its subsidiaries, including a review of: (i) the Company's corporate organization and good standing in its state of incorporation and qualification jurisdictions; (ii) the Company's gaming regulatory compliance, including the status of gaming licenses, permits, and approvals issued by the Nevada Gaming Commission, the New Jersey Division of Gaming Enforcement, and the Mississippi Gaming Commission, and the status of pending applications before the Louisiana Gaming Control Board and the Indiana Gaming Commission; (iii) material contracts and agreements, including management agreements, credit facilities, equipment leases, and key commercial arrangements; (iv) existing indebtedness, including compliance with financial covenants and incurrence-based covenants under the Company's outstanding credit agreements and note indentures; (v) pending or threatened litigation and regulatory proceedings; (vi) intellectual property matters, including the Company's proprietary online gaming technology platform known as the "RedBet Digital" platform, trademarks, domain names, and patent applications; and (vii) employee and benefit matters, including key employment agreements, equity compensation plans, and benefit plan compliance;
(b) Participation in due diligence sessions with Company management, including initial management presentations, topic-specific deep-dive sessions, and pre-pricing and pre-closing bring-down due diligence calls with senior officers of the Company and representatives of the Underwriters and their counsel;
(c) Preparation of a comprehensive due diligence memorandum summarizing the results of C&H's legal due diligence review, identifying any material issues or areas of concern, and documenting the scope of due diligence undertaken; and
(d) Preparation of a due diligence defense memorandum for purposes of establishing the Company's and the Underwriters' due diligence defense under Section 11 of the Securities Act, documenting the nature and extent of the investigation conducted, the persons from whom information was obtained, and the basis for the conclusions reached.
2.8 Exclusions from Scope
Notwithstanding the foregoing, the scope of this engagement does not include, and C&H will not be responsible for providing legal advice or representation in connection with, the following matters:
(a) Representation of the Company in any gaming regulatory proceedings before any state gaming commission, gaming control board, or other gaming regulatory authority, whether in connection with new license applications, license renewals, compliance investigations, enforcement actions, or otherwise;
(b) Representation of the Company in any litigation, arbitration, enforcement, or other dispute resolution proceedings, whether pending or threatened, including any proceedings that may arise from or relate to the Offering;
(c) Advice regarding the Company's directors' and officers' liability insurance program, including the adequacy of coverage, policy terms, or claims under such policies (the Company's current D&O insurance program is maintained with Sentinel Risk Underwriters, Inc., and the Company should consult its insurance broker or coverage counsel with respect to any questions regarding such coverage);
(d) Financial advisory services of any nature, including advice regarding the pricing, structure, or marketing of the Offering, which services are being provided to the Company by Ridgeline Advisory Group LLC in its capacity as the Company's financial advisor; and
(e) Any other legal matters unrelated to the Offering as described in this letter.
For the avoidance of doubt, this engagement is limited in scope to the specific transaction described in this letter and does not create a continuing or ongoing attorney-client relationship between C&H and the Company for any purpose other than the Offering. Any future engagement of C&H by the Company for matters other than the Offering will be subject to a separate engagement letter or other written agreement.
3. Staffing
The following attorneys have been assigned to serve on the engagement team for the Offering:
(a) Vivienne St. Claire — Responsible Partner, Capital Markets (New York office). Ms. St. Claire will serve as the responsible partner for this engagement and will provide overall supervision and strategic direction of all work performed by the engagement team. She will serve as the primary relationship partner for the Company in connection with the Offering and will be directly involved in all significant decisions, negotiations, and communications regarding the transaction.
(b) Robert Adeyemi — Billing Partner, Capital Markets (New York office). Mr. Adeyemi will be responsible for all billing matters, fee estimates, and invoice administration in connection with this engagement. Questions regarding invoices, billing rates, or fee arrangements should be directed to Mr. Adeyemi.
(c) Brendan Walsh — Lead Associate, Capital Markets (New York office). Mr. Walsh will assume primary day-to-day responsibility for the drafting and negotiation of all principal transaction documents, including the preliminary and final prospectus supplements, the Underwriting Agreement, corporate authorization documents, and legal opinions. He will also take the lead on the preparation and submission of SEC comment letter responses and will play a central role in the due diligence process.
(d) Natasha Forbes — Working Associate, Capital Markets (New York office). Ms. Forbes will support Mr. Walsh in the drafting and preparation of transaction documents, will coordinate the legal due diligence process, and will be responsible for closing logistics, including coordination with Kaplan Feld & Associates LLP (the Company's auditors), Continental Share Services, Inc. (the Company's transfer agent and registrar), and the offices of underwriters' counsel.
In addition to the individuals listed above, the Firm may assign additional attorneys from our New York office or our Las Vegas office (located at 3770 Howard Hughes Parkway, Suite 300, Las Vegas, NV 89169) to work on the engagement as the need arises. We will provide prior notice to the Company before any additional attorneys are assigned to the engagement team on a material basis.
Vivienne St. Claire will serve as the principal point of contact for the engagement. Unless otherwise directed, all material communications regarding the Offering should be directed to Ms. St. Claire, with copies to Mr. Walsh. Ms. St. Claire can be reached at (212) 554-7100 or vivienne.stclaire@calderwoodharkness.com.
4. Fee Arrangements
4.1 Billing Rates
The following hourly billing rates will be applicable to the legal services rendered by C&H in connection with this engagement:
These rates reflect the Firm's current standard rates for capital markets engagements and are consistent with the rates applied to comparable underwritten equity offering representations. The Firm's billing rates are subject to periodic adjustment in accordance with the Firm's standard practices. However, we agree that any increase in the billing rates applicable to this engagement during the pendency of the engagement will require prior written notice to the Company, and no such rate increase will be applied retroactively to time previously recorded.
4.2 Estimated Fees
Based on the assumed scope of work described in Section 2 above and the Firm's substantial experience with follow-on equity offerings of comparable size and complexity, C&H's current estimate of total legal fees for this engagement is approximately Four Hundred Seventy-Five Thousand Dollars ($475,000).
This estimate is provided for budgeting and planning purposes only and does not constitute a cap, ceiling, or fixed fee for the engagement. The actual fees incurred in connection with the Offering may be higher or lower than the estimate depending on a number of factors, including without limitation: (i) the complexity and duration of the SEC Staff's review of the prospectus supplement and the Registration Statement, including the number and substance of any comment letters received; (ii) the extent and duration of negotiations of the Underwriting Agreement and related documents with Whitmore & Pratt LLP on behalf of the Underwriters; (iii) the scope and complexity of the due diligence findings and any issues that may arise during the due diligence process; (iv) any changes to the structure or terms of the Offering; and (v) any other circumstances that may affect the time required to complete the engagement.
We are committed to managing the engagement efficiently and to communicating transparently with the Company regarding fees. C&H will notify the Company promptly if, at any time during the engagement, it appears that actual fees are likely to materially exceed the estimate set forth above. We will work with the Company to address any budgetary concerns and, where possible, to identify cost-effective approaches to the remaining work.
4.3 Expenses.  In addition to legal fees, the Company will reimburse C&H for all reasonable and documented out-of-pocket expenses incurred by the Firm in connection with this engagement. Reimbursable expenses include, but are not limited to, travel expenses (including airfare, lodging, and ground transportation), SEC filing fees, printing and reproduction costs, messenger and courier charges, overnight delivery fees, and telecommunications expenses. All expenses will be billed at actual cost without markup.
For the avoidance of doubt, the following offering-related expenses are direct costs of the Company and are not included in C&H's legal fee estimate: SEC registration fees, New York Stock Exchange supplemental listing fees, printing and EDGAR filing costs paid to the Company's financial printer, transfer agent fees, accounting fees and expenses of Kaplan Feld & Associates LLP, and similar costs. The Company has estimated that total offering expenses (excluding the underwriting discount payable to the Underwriters) will be approximately One Million Three Hundred Fifty Thousand Dollars ($1,350,000), inclusive of C&H's estimated legal fees.
4.4 Billing Procedures
C&H will render monthly invoices for fees and expenses incurred during the preceding calendar month. Each invoice will include a summary of the legal services rendered, the time expended by each timekeeper, the applicable billing rates, and an itemization of reimbursable expenses.
All invoices are payable within thirty (30) days of receipt by the Company. The billing partner for this engagement is Robert Adeyemi, who may be reached at (212) 554-7250 or robert.adeyemi@calderwoodharkness.com. All invoices will reference Engagement Number C&H-2025-CM-04187 and should be directed, for payment purposes, to the attention of the Company's accounts payable department or such other designee as the Company may specify.
5. Key Transaction Timeline
For planning purposes, the following is a summary of the expected transaction timeline for the Offering. This timeline has been developed in consultation with the Company, the Underwriters, and their respective advisors, and is subject to adjustment based on market conditions, SEC review, and other factors.
All dates set forth above are estimates and targets only, and are subject to change based on, among other things, prevailing market conditions, the timing and outcome of the SEC review process, the readiness of the underwriting syndicate, and other factors beyond the parties' control. C&H will work closely with the Company and the Underwriters to keep the Offering on track and to communicate any anticipated changes to the timeline as promptly as practicable.
6. Confidentiality
C&H acknowledges its obligation to maintain the confidentiality of all non-public information received from the Company or its representatives in connection with this engagement. The Firm will not disclose such information to any third party except (a) as authorized by the Company, (b) to the extent necessary to perform our obligations under this engagement (including disclosure to other members of the engagement team, to counsel and advisors retained by the Company, and to the Underwriters and their counsel in connection with the Offering, in each case on a need-to-know basis), or (c) as required by applicable law, regulation, court order, or regulatory requirement, including applicable securities laws and the rules of professional conduct governing attorneys in the State of New York.
The Company acknowledges C&H's obligation to comply with applicable law, including any court order, subpoena, regulatory inquiry, or other legal or regulatory requirement that may compel or require the disclosure of information received from the Company. In the event that C&H receives any such order or requirement, C&H will, to the extent permitted by law, promptly notify the Company and cooperate with the Company in seeking any available protective order or other remedy.
C&H maintains information barriers and internal procedures regarding the handling of material non-public information ("MNPI"), including procedures designed to prevent the unauthorized use or disclosure of MNPI obtained in connection with client engagements. The Firm's policies comply with applicable securities laws and regulations, including Regulation FD and the insider trading provisions of the Securities Exchange Act of 1934, as amended.
7. Conflicts of Interest
C&H has conducted a conflicts check in accordance with the Firm's standard procedures and the applicable Rules of Professional Conduct, and based on the results of that review, the Firm is not aware of any conflict of interest that would prevent it from undertaking this representation of the Company in connection with the Offering.
The Company acknowledges that C&H is a large, multi-practice law firm and that the Firm may from time to time represent other clients in matters unrelated to the Offering that may involve one or more parties to this transaction, including Pinnacle Zanthor & Co., Hargrove Williams Securities LLC, Clearwater Capital Markets Inc., their respective affiliates, or other parties with whom the Company has commercial or business relationships. Such representations, to the extent they are unrelated to the Offering and do not involve the assertion of claims by or against the Company, are not considered conflicts of interest for purposes of this engagement, and the Company hereby consents to such unrelated representations.
Notwithstanding the foregoing, C&H confirms that it will not represent any party other than the Company in connection with this specific Offering, including the Underwriters or any selling shareholder, during the pendency of this engagement.
8. Document Retention
C&H will maintain all engagement files, including work product, correspondence, and transaction documents, in accordance with the Firm's standard document retention schedule. The Firm's retention policies are designed to comply with all applicable legal, regulatory, and professional requirements regarding the preservation of client files and records.
Original documents provided by the Company to C&H in connection with this engagement will be returned to the Company upon written request following the conclusion of the engagement. Copies of such documents may be retained by the Firm in accordance with its standard retention schedule.
9. Limitation of Liability
The aggregate liability of C&H to the Company arising out of or in connection with this engagement, including without limitation any claims for breach of contract, negligence, or other legal theories, shall not exceed the total amount of fees actually paid by the Company to C&H under this engagement letter; provided, however, that this limitation of liability shall not apply to losses or damages arising from the Firm's willful misconduct or gross negligence.
Each party hereby waives, to the fullest extent permitted by applicable law, any right to recover consequential, indirect, incidental, special, or punitive damages from the other party in connection with this engagement, regardless of whether such damages are foreseeable and regardless of the legal theory upon which any claim for such damages is based.
10. Termination
Either party may terminate this engagement upon ten (10) business days' prior written notice to the other party. In the event of termination by either party, the Company shall remain obligated to pay C&H for all legal fees earned and out-of-pocket expenses incurred through the effective date of termination, in accordance with the billing procedures set forth in Section 4.4 above.
Upon termination of the engagement, C&H will cooperate with the Company to effect an orderly transition of the representation, including the prompt delivery of all work product, files, and documents in the Firm's possession that are the property of the Company or that are reasonably necessary for the Company to continue the Offering with successor counsel. C&H will take all steps reasonably necessary to protect the Company's interests during the transition period and will comply with all applicable professional responsibility obligations regarding the withdrawal from a client representation.
11. Governing Law and Dispute Resolution
This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws that would require the application of the laws of any other jurisdiction.
Any dispute, controversy, or claim arising out of or relating to this engagement, including any question regarding the interpretation, performance, breach, or termination of this letter, shall be resolved by final and binding arbitration in New York, New York, administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect, unless the parties otherwise agree in writing to an alternative dispute resolution mechanism. The arbitral tribunal shall consist of a single arbitrator selected in accordance with the rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding on the parties, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
12. Miscellaneous Provisions
Entire Agreement. This engagement letter, together with any enclosures referenced herein, constitutes the entire agreement between C&H and the Company with respect to the subject matter hereof and supersedes all prior discussions, negotiations, understandings, and agreements, whether oral or written, relating to the engagement of C&H in connection with the Offering.
Amendment. This engagement letter may not be amended, modified, or supplemented except by a written instrument signed by an authorized representative of each of C&H and the Company.
Assignment. Neither party may assign, delegate, or otherwise transfer its rights or obligations under this engagement letter without the prior written consent of the other party, and any purported assignment in violation of this provision shall be null and void.
Counterparts. This engagement letter may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this letter by electronic signature (including by PDF transmitted via email) shall be deemed to have the same legal effect as delivery of an original executed copy.
We are excited to work with the Company on the Offering and are confident in our ability to deliver excellent results. If the foregoing terms are acceptable, please indicate your agreement by signing and returning a copy of this letter to us. We would be happy to discuss any questions or concerns you may have regarding the terms of this engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Vivienne St. Claire
Title: Partner
By: ________
Name: Robert Adeyemi
Title: Partner
AGREED AND ACCEPTED:
REDSTONE GAMING CORP.
By: ________
Name: Darren Whitfield
Title: Executive Vice President & General Counsel
Date: ________
Enclosures:
Standard Billing Terms and Conditions of Calderwood & Harkness LLP
cc:
Marcus Hale, Chief Executive Officer, Redstone Gaming Corp. Lena Okafor, Chief Financial Officer, Redstone Gaming Corp. Robert Adeyemi, Calderwood & Harkness LLP Brendan Walsh, Calderwood & Harkness LLP Natasha Forbes, Calderwood & Harkness LLP
Timekeeper Level | Hourly Rate
Partners | $1,650 per hour
Associates | $975 per hour
Date | Milestone
October 6, 2025 | Engagement opens; preliminary prospectus supplement filed with the SEC under Rule 424(b)(5); launch of the Offering
October 14, 2025 | SEC Staff comment letter received (six comments anticipated based on preliminary Staff feedback)
October 21, 2025 (target) | Response to SEC Staff comment letter submitted; clearance sought from SEC Staff
October 28, 2025 (expected) | Pricing date; Pricing Committee convenes and sets final terms of the Offering within Board-authorized parameters (price floor of $25.00 per share; maximum of 8,000,000 shares); Underwriting Agreement executed; final prospectus supplement and pricing term sheet filed
October 31, 2025 (expected) | Closing date (T+3); delivery of shares through DTC; receipt of net offering proceeds; delivery of all closing certificates, opinions, and other deliverables

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED:

REDSTONE GAMING CORP.

Record

Parties

Dates

Amounts