negative-assurance-letter-10b5-draft.docx

1033-00002 · Redstone Gaming Corp · Legal Opinions

negative-assurance-letter-10b5-draft.docx DOCUMENT Capital Markets

21 / 36 ← → ✕

CALDERWOOD & HARKNESS LLP Counselors at Law 7 Times Square, 38th Floor New York, New York 10036 Telephone: (212) 554-8000 Facsimile: (212) 554-8001 www.calderwoodharkness.com

[_], 2025

DRAFT — SUBJECT TO COMPLETION

Pinnacle Zanthor & Co. 280 Park Avenue New York, New York 10017

Hargrove Williams Securities LLC 600 Lexington Avenue, Suite 2200 New York, New York 10022

Clearwater Capital Markets Inc. 100 South Charles Street, Suite 1400 Baltimore, Maryland 21201

As Representatives of the Several Underwriters

Ladies and Gentlemen:

Re: Redstone Gaming Corp. — Follow-On Public Offering of 6,557,377 Shares of Common Stock (plus up to 983,606 Additional Shares Pursuant to Over-Allotment Option); Registration Statement on Form S-3 (File No. 333-278401)

I. Introduction

We have acted as counsel to Redstone Gaming Corp., a Delaware corporation (the "Company" or the "Issuer"), in connection with the underwritten public offering (the "Offering") of 6,557,377 shares of common stock, par value $0.001 per share (the "Common Stock"), of the Company (plus up to 983,606 additional shares of Common Stock that may be purchased by the Underwriters pursuant to the over-allotment option granted under the Underwriting Agreement described below) (collectively, the "Shares"). The Offering is being made pursuant to:

(i) the Registration Statement on Form S-3 (File No. 333-278401; CIK No. 0001847293) originally filed by the Company with the Securities and Exchange Commission (the "SEC" or the "Commission") on March 14, 2024, under the Securities Act of 1933, as amended (the "Securities Act"), and declared effective by the Commission on March 28, 2024, including the information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act (as so amended and supplemented at the time it became effective, the "Registration Statement");

(ii) the Preliminary Prospectus Supplement dated October 6, 2025, filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act (the "Preliminary Prospectus Supplement"), which supplements and forms a part of the base prospectus included in the Registration Statement;

(iii) the Final Prospectus Supplement dated October 28, 2025, filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act (the "Final Prospectus Supplement" and, together with the Preliminary Prospectus Supplement, the "Prospectus Supplements"); and

(iv) the base prospectus dated March 28, 2024, included as part of the Registration Statement (the "Base Prospectus" and, together with the Final Prospectus Supplement, the "Prospectus").

This letter is being delivered to you in connection with the Underwriting Agreement dated October 28, 2025 (the "Underwriting Agreement"), among the Company, on the one hand, and Pinnacle Zanthor & Co., Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc., as Representatives (the "Representatives") of the several underwriters named in Schedule I thereto (collectively, the "Underwriters"), on the other hand. This letter is delivered pursuant to Section 7(d) of the Underwriting Agreement as a condition to the obligations of the Underwriters to consummate the purchase of the Shares at the closing of the Offering.

As used herein, the term "Disclosure Package" means the Preliminary Prospectus Supplement, the Base Prospectus, the documents incorporated by reference therein, and any free writing prospectuses identified in Schedule II to the Underwriting Agreement, considered together as of the Applicable Time (as defined in the Underwriting Agreement). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Underwriting Agreement.

II. Scope of Review and Participation

In connection with rendering the statements set forth in this letter, we have, among other things:

(a) participated in the preparation, review, and filing of the Registration Statement, including the Base Prospectus contained therein, and have reviewed the Registration Statement in the form in which it was declared effective by the Commission on March 28, 2024;

(b) participated in the preparation, review, and filing of the Preliminary Prospectus Supplement dated October 6, 2025, including all revisions thereto;

(d) participated in the preparation, negotiation, and review of the Underwriting Agreement;

(e) reviewed the documents incorporated by reference in the Registration Statement and the Prospectus as of the date hereof, including the following:

(1) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "Annual Report"), filed with the Commission on February 27, 2025, as amended by the Form 10-K/A filed with the Commission on July 15, 2025;

(2) the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, filed with the Commission on May 8, 2025;

(3) the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the Commission on August 7, 2025;

(4) the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, filed with the Commission on October 23, 2025;

(5) the Company's Current Reports on Form 8-K filed with the Commission on January 22, 2025, April 3, 2025, June 18, 2025, August 14, 2025, September 12, 2025, and October 1, 2025 (in each case, other than portions thereof that were furnished rather than filed under Item 2.02 or Item 7.01 of Form 8-K);

(6) the description of the Company's Common Stock set forth in the Company's Registration Statement on Form 8-A filed with the Commission on November 18, 2021, including any amendments or reports filed for the purpose of updating such description;

(f) participated in conferences and due diligence sessions conducted with officers and senior representatives of the Company, including Marcus Hale, Chief Executive Officer, Lena Okafor, Chief Financial Officer, and Darren Whitfield, Executive Vice President and General Counsel of the Company, during which the business, operations, financial condition, properties, prospects, and affairs of the Company were discussed, and during which we made such inquiries as we deemed appropriate for purposes of this letter;

(g) participated in conferences and due diligence sessions with representatives of the Underwriters and with Whitmore & Pratt LLP, counsel to the Underwriters, including telephone conferences held on October 2, 2025, October 9, 2025, October 15, 2025, October 22, 2025, and October 27, 2025;

(h) participated in conferences with representatives of Kaplan Feld & Associates LLP, the Company's independent registered public accounting firm, at which the Company's financial statements and related financial disclosures were discussed;

(i) reviewed the resolutions adopted by the Board of Directors of the Company on September 30, 2025, authorizing the Offering and related matters, as certified by the Secretary of the Company;

(j) reviewed the resolutions adopted by the Pricing Committee of the Board of Directors of the Company on October 28, 2025, establishing the public offering price, the number of Shares to be offered, and certain other terms of the Offering;

(k) reviewed the Company's Amended and Restated Certificate of Incorporation, as amended through the date hereof, and the Company's Amended and Restated Bylaws, as currently in effect;

(l) reviewed the comfort letters dated October 28, 2025, and the bring-down comfort letters of even date herewith, in each case delivered by Kaplan Feld & Associates LLP to the Underwriters pursuant to Section 7(f) of the Underwriting Agreement;

(m) reviewed the officers' certificates delivered by the Company pursuant to Section 7(e) of the Underwriting Agreement, including the certificate signed by Marcus Hale, Chief Executive Officer, and Lena Okafor, Chief Financial Officer, dated the date hereof; and

(n) reviewed such other documents, corporate records, certificates, memoranda, and matters of fact and law as we have deemed necessary or appropriate for the purposes of rendering the statements set forth in this letter.

In addition to the foregoing, we have reviewed and are familiar with the due diligence materials assembled in the virtual data room maintained by the Company in connection with the Offering, and we have participated in all material due diligence activities conducted in connection with the Offering from the commencement of the engagement through the date hereof.

III. Limitations and Qualifications

The statements set forth in this letter are subject to the following limitations and qualifications, each of which should be considered in evaluating this letter:

A. Nature of Negative Assurance

This letter is not an opinion of law. The statements contained herein are in the nature of negative assurance based on the scope of our review and participation described in Section II above and are not intended as, and should not be construed as, a guarantee or warranty of any kind. The negative assurance provided herein is necessarily limited by the nature and scope of the review and due diligence process in which we have participated, and no inference should be drawn that we have conducted an exhaustive or independent investigation of all facts bearing on the matters addressed herein. We note that the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), impose liability standards, including those set forth in Sections 11 and 12 of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, that differ from and are not replicated by the standard of this letter. This letter is not a substitute for, and should not be relied upon in lieu of, an independent investigation by the Underwriters of the type contemplated by Section 11(b) of the Securities Act or otherwise.

B. Scope Limitations — Financial and Accounting Information

We have not undertaken, and we expressly disclaim any obligation, to independently verify the accuracy, completeness, or fairness of the financial statements, financial schedules, notes thereto, financial data, pro forma financial information, statistical data, or other financial, accounting, or numerical information included in or incorporated by reference into the Registration Statement, the Disclosure Package, or the Prospectus. No opinion, view, or belief is expressed with respect to any such financial statements, financial schedules, notes thereto, or other financial, accounting, or statistical data, whether audited or unaudited, or any other data derived therefrom. With respect to all such financial and accounting matters, we have relied exclusively upon the review and comfort letters of Kaplan Feld & Associates LLP, the Company's independent registered public accounting firm, delivered to the Underwriters pursuant to the Underwriting Agreement, and we express no independent view with respect to the matters covered by such comfort letters.

C. Scope Limitations — Excluded Information

No opinion, view, or belief is expressed with respect to: (i) any Statement of Eligibility on Form T-1 or any other exhibits to the Registration Statement (other than the legal opinion of this firm filed as Exhibit 5.1 to the Registration Statement and the consent filed as Exhibit 23.2 thereto); (ii) any Interactive Data Files (as defined in Rule 11 of Regulation S-T) included as exhibits to or incorporated by reference in the Registration Statement; or (iii) any information that was supplied by or on behalf of the Underwriters specifically for inclusion in the Preliminary Prospectus Supplement, the Final Prospectus Supplement, or the Prospectus, including without limitation the concession and reallowance figures, the stabilization and over-allotment disclosure, and other information contained under the heading "Underwriting" in the Prospectus Supplements that was provided by the Underwriters or their counsel, Whitmore & Pratt LLP.

D. Temporal Limitation

This letter speaks only as of its date, and we assume no obligation, and hereby disclaim any duty, to advise you of any changes in applicable law, or in the facts, documents, or circumstances described herein, that may come to our attention after the date hereof, whether or not such changes would affect or modify the statements set forth herein. No inference should be drawn from this letter regarding any period of time other than the period ending on and including the date hereof.

E. Reliance Limitation

This letter is furnished solely for the benefit of the Underwriters in connection with the Offering and may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP. This letter may not be quoted or referred to in any document or communication, or filed with any governmental agency, regulatory body, or other person, without our prior written consent, except (i) as may be required by applicable law or regulation, (ii) as an exhibit to the Underwriting Agreement, (iii) as may be required or requested by the Commission, or (iv) in connection with any legal proceeding arising out of or relating to the Offering in which the Underwriters are involved, provided that in each case any such disclosure is accompanied by a copy of this letter in its entirety, including all limitations and qualifications set forth herein.

IV. Negative Assurance Statement

Based on our participation in the preparation of the Registration Statement and the Prospectus, our review of the documents described in Section II above, and the due diligence process in which we have participated as described herein, and without independent investigation or verification of the matters referred to herein (and subject in all respects to the limitations, qualifications, and exclusions set forth in Sections III and V of this letter), nothing has come to our attention that causes us to believe that:

(a) the Registration Statement, as of the date it was declared effective by the Commission (March 28, 2024) and as of the date hereof (in each case including the documents incorporated by reference therein as of such respective dates and giving effect to Rule 430B under the Securities Act), contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(b) the Preliminary Prospectus Supplement, as of its date (October 6, 2025) and as of the date hereof, together with the Base Prospectus and the documents incorporated by reference therein, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or

(c) the Final Prospectus Supplement, as of its date (October 28, 2025) and as of the date hereof, together with the Base Prospectus and the documents incorporated by reference therein, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

For the avoidance of doubt, the references in clauses (a), (b), and (c) above to the Registration Statement and the Prospectus include, as of each relevant date, the documents incorporated therein by reference pursuant to Item 12 of Form S-3, including without limitation the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended by the Form 10-K/A filed on July 15, 2025, the Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025, June 30, 2025, and September 30, 2025, all Current Reports on Form 8-K filed by the Company subsequent to the fiscal year ended December 31, 2024 (other than portions thereof that were furnished rather than filed), and all other documents filed by the Company under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act on or after the date of the Registration Statement and on or prior to the date hereof that are deemed incorporated by reference therein.

V. Additional Qualifications

In addition to the limitations and qualifications set forth in Section III above, the following additional qualifications apply to the statements set forth in this letter:

(a) The negative assurance set forth in Section IV above does not extend to, and we expressly exclude therefrom, the financial statements, financial schedules, notes thereto, and all other financial and accounting data (including, without limitation, selected financial data, summary financial data, ratio data, and pro forma financial information), and all statistical data derived from any of the foregoing, included in or incorporated by reference into the Registration Statement, the Disclosure Package, or the Prospectus. We express no opinion, view, or belief with respect to such information.

(b) The negative assurance set forth in Section IV above does not extend to, and we expressly exclude therefrom, any information that was supplied by or on behalf of the Underwriters for inclusion in the Preliminary Prospectus Supplement, the Final Prospectus Supplement, or the Prospectus, including without limitation the information set forth under the caption "Underwriting" in the Prospectus Supplements relating to the terms of the underwriting arrangements, including discounts, commissions, concessions, reallowances, stabilization activities, penalty bids, and syndicate covering transactions, to the extent such information was provided by or on behalf of the Underwriters or their counsel.

(c) We are not expressing any opinion, view, or belief as to the Company's compliance with applicable gaming regulatory requirements of any federal, state, tribal, or local jurisdiction, including without limitation the requirements imposed by or under the authority of the Nevada Gaming Commission and the Nevada State Gaming Control Board, the New Jersey Division of Gaming Enforcement and the New Jersey Casino Control Commission, the Mississippi Gaming Commission, the Louisiana Gaming Control Board, and the Indiana Gaming Commission, or any other gaming regulatory authority, except to the extent that such matters are specifically addressed in our separate legal opinion of even date herewith delivered to the Underwriters pursuant to Section 7(c) of the Underwriting Agreement. We note that gaming regulatory matters are subject to specialized regulatory regimes and ongoing regulatory oversight that are outside the scope of the review described in this letter.

(d) We are not passing upon and expressly disclaim any responsibility for the accuracy, completeness, or fairness of the statements contained in or incorporated by reference into the Registration Statement, the Disclosure Package, or the Prospectus, except as and to the extent explicitly set forth in Section IV above, and this letter should not be construed as a confirmation or endorsement of any matter of fact, any projection, any estimate, any forward-looking statement, or any other representation made by the Company, its officers, directors, employees, agents, or any other person.

VI. Governing Law

This 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.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Vivienne St. Claire, Partner Capital Markets Group

cc: Darren Whitfield, Executive Vice President and General Counsel, Redstone Gaming Corp.

cc: Thomas Beaumont, Whitmore & Pratt LLP

cc: Sandra Meyers, Kaplan Feld & Associates LLP

CALDERWOOD & HARKNESS LLP Counselors at Law 7 Times Square, 38th Floor New York, New York 10036 Telephone: (212) 554-8000 Facsimile: (212) 554-8001 www.calderwoodharkness.com
[_], 2025
DRAFT — SUBJECT TO COMPLETION
Pinnacle Zanthor & Co. 280 Park Avenue New York, New York 10017
Hargrove Williams Securities LLC 600 Lexington Avenue, Suite 2200 New York, New York 10022
Clearwater Capital Markets Inc. 100 South Charles Street, Suite 1400 Baltimore, Maryland 21201
As Representatives of the Several Underwriters
Ladies and Gentlemen:
Re: Redstone Gaming Corp. — Follow-On Public Offering of 6,557,377 Shares of Common Stock (plus up to 983,606 Additional Shares Pursuant to Over-Allotment Option); Registration Statement on Form S-3 (File No. 333-278401)
I. Introduction
We have acted as counsel to Redstone Gaming Corp., a Delaware corporation (the "Company" or the "Issuer"), in connection with the underwritten public offering (the "Offering") of 6,557,377 shares of common stock, par value $0.001 per share (the "Common Stock"), of the Company (plus up to 983,606 additional shares of Common Stock that may be purchased by the Underwriters pursuant to the over-allotment option granted under the Underwriting Agreement described below) (collectively, the "Shares"). The Offering is being made pursuant to:
(i) the Registration Statement on Form S-3 (File No. 333-278401; CIK No. 0001847293) originally filed by the Company with the Securities and Exchange Commission (the "SEC" or the "Commission") on March 14, 2024, under the Securities Act of 1933, as amended (the "Securities Act"), and declared effective by the Commission on March 28, 2024, including the information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act (as so amended and supplemented at the time it became effective, the "Registration Statement");
(ii) the Preliminary Prospectus Supplement dated October 6, 2025, filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act (the "Preliminary Prospectus Supplement"), which supplements and forms a part of the base prospectus included in the Registration Statement;
(iii) the Final Prospectus Supplement dated October 28, 2025, filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act (the "Final Prospectus Supplement" and, together with the Preliminary Prospectus Supplement, the "Prospectus Supplements"); and
(iv) the base prospectus dated March 28, 2024, included as part of the Registration Statement (the "Base Prospectus" and, together with the Final Prospectus Supplement, the "Prospectus").
This letter is being delivered to you in connection with the Underwriting Agreement dated October 28, 2025 (the "Underwriting Agreement"), among the Company, on the one hand, and Pinnacle Zanthor & Co., Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc., as Representatives (the "Representatives") of the several underwriters named in Schedule I thereto (collectively, the "Underwriters"), on the other hand. This letter is delivered pursuant to Section 7(d) of the Underwriting Agreement as a condition to the obligations of the Underwriters to consummate the purchase of the Shares at the closing of the Offering.
As used herein, the term "Disclosure Package" means the Preliminary Prospectus Supplement, the Base Prospectus, the documents incorporated by reference therein, and any free writing prospectuses identified in Schedule II to the Underwriting Agreement, considered together as of the Applicable Time (as defined in the Underwriting Agreement). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Underwriting Agreement.
II. Scope of Review and Participation
In connection with rendering the statements set forth in this letter, we have, among other things:
(a) participated in the preparation, review, and filing of the Registration Statement, including the Base Prospectus contained therein, and have reviewed the Registration Statement in the form in which it was declared effective by the Commission on March 28, 2024;
(b) participated in the preparation, review, and filing of the Preliminary Prospectus Supplement dated October 6, 2025, including all revisions thereto;
(c) participated in the preparation, review, and filing of the Final Prospectus Supplement dated October 28, 2025;
(d) participated in the preparation, negotiation, and review of the Underwriting Agreement;
(e) reviewed the documents incorporated by reference in the Registration Statement and the Prospectus as of the date hereof, including the following:
(1) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "Annual Report"), filed with the Commission on February 27, 2025, as amended by the Form 10-K/A filed with the Commission on July 15, 2025;
(2) the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, filed with the Commission on May 8, 2025;
(3) the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the Commission on August 7, 2025;
(4) the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, filed with the Commission on October 23, 2025;
(5) the Company's Current Reports on Form 8-K filed with the Commission on January 22, 2025, April 3, 2025, June 18, 2025, August 14, 2025, September 12, 2025, and October 1, 2025 (in each case, other than portions thereof that were furnished rather than filed under Item 2.02 or Item 7.01 of Form 8-K);
(6) the description of the Company's Common Stock set forth in the Company's Registration Statement on Form 8-A filed with the Commission on November 18, 2021, including any amendments or reports filed for the purpose of updating such description;
(f) participated in conferences and due diligence sessions conducted with officers and senior representatives of the Company, including Marcus Hale, Chief Executive Officer, Lena Okafor, Chief Financial Officer, and Darren Whitfield, Executive Vice President and General Counsel of the Company, during which the business, operations, financial condition, properties, prospects, and affairs of the Company were discussed, and during which we made such inquiries as we deemed appropriate for purposes of this letter;
(g) participated in conferences and due diligence sessions with representatives of the Underwriters and with Whitmore & Pratt LLP, counsel to the Underwriters, including telephone conferences held on October 2, 2025, October 9, 2025, October 15, 2025, October 22, 2025, and October 27, 2025;
(h) participated in conferences with representatives of Kaplan Feld & Associates LLP, the Company's independent registered public accounting firm, at which the Company's financial statements and related financial disclosures were discussed;
(i) reviewed the resolutions adopted by the Board of Directors of the Company on September 30, 2025, authorizing the Offering and related matters, as certified by the Secretary of the Company;
(j) reviewed the resolutions adopted by the Pricing Committee of the Board of Directors of the Company on October 28, 2025, establishing the public offering price, the number of Shares to be offered, and certain other terms of the Offering;
(k) reviewed the Company's Amended and Restated Certificate of Incorporation, as amended through the date hereof, and the Company's Amended and Restated Bylaws, as currently in effect;
(l) reviewed the comfort letters dated October 28, 2025, and the bring-down comfort letters of even date herewith, in each case delivered by Kaplan Feld & Associates LLP to the Underwriters pursuant to Section 7(f) of the Underwriting Agreement;
(m) reviewed the officers' certificates delivered by the Company pursuant to Section 7(e) of the Underwriting Agreement, including the certificate signed by Marcus Hale, Chief Executive Officer, and Lena Okafor, Chief Financial Officer, dated the date hereof; and
(n) reviewed such other documents, corporate records, certificates, memoranda, and matters of fact and law as we have deemed necessary or appropriate for the purposes of rendering the statements set forth in this letter.
In addition to the foregoing, we have reviewed and are familiar with the due diligence materials assembled in the virtual data room maintained by the Company in connection with the Offering, and we have participated in all material due diligence activities conducted in connection with the Offering from the commencement of the engagement through the date hereof.
III. Limitations and Qualifications
The statements set forth in this letter are subject to the following limitations and qualifications, each of which should be considered in evaluating this letter:
A. Nature of Negative Assurance
This letter is not an opinion of law. The statements contained herein are in the nature of negative assurance based on the scope of our review and participation described in Section II above and are not intended as, and should not be construed as, a guarantee or warranty of any kind. The negative assurance provided herein is necessarily limited by the nature and scope of the review and due diligence process in which we have participated, and no inference should be drawn that we have conducted an exhaustive or independent investigation of all facts bearing on the matters addressed herein. We note that the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), impose liability standards, including those set forth in Sections 11 and 12 of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, that differ from and are not replicated by the standard of this letter. This letter is not a substitute for, and should not be relied upon in lieu of, an independent investigation by the Underwriters of the type contemplated by Section 11(b) of the Securities Act or otherwise.
B. Scope Limitations — Financial and Accounting Information
We have not undertaken, and we expressly disclaim any obligation, to independently verify the accuracy, completeness, or fairness of the financial statements, financial schedules, notes thereto, financial data, pro forma financial information, statistical data, or other financial, accounting, or numerical information included in or incorporated by reference into the Registration Statement, the Disclosure Package, or the Prospectus. No opinion, view, or belief is expressed with respect to any such financial statements, financial schedules, notes thereto, or other financial, accounting, or statistical data, whether audited or unaudited, or any other data derived therefrom. With respect to all such financial and accounting matters, we have relied exclusively upon the review and comfort letters of Kaplan Feld & Associates LLP, the Company's independent registered public accounting firm, delivered to the Underwriters pursuant to the Underwriting Agreement, and we express no independent view with respect to the matters covered by such comfort letters.
C. Scope Limitations — Excluded Information
No opinion, view, or belief is expressed with respect to: (i) any Statement of Eligibility on Form T-1 or any other exhibits to the Registration Statement (other than the legal opinion of this firm filed as Exhibit 5.1 to the Registration Statement and the consent filed as Exhibit 23.2 thereto); (ii) any Interactive Data Files (as defined in Rule 11 of Regulation S-T) included as exhibits to or incorporated by reference in the Registration Statement; or (iii) any information that was supplied by or on behalf of the Underwriters specifically for inclusion in the Preliminary Prospectus Supplement, the Final Prospectus Supplement, or the Prospectus, including without limitation the concession and reallowance figures, the stabilization and over-allotment disclosure, and other information contained under the heading "Underwriting" in the Prospectus Supplements that was provided by the Underwriters or their counsel, Whitmore & Pratt LLP.
D. Temporal Limitation
This letter speaks only as of its date, and we assume no obligation, and hereby disclaim any duty, to advise you of any changes in applicable law, or in the facts, documents, or circumstances described herein, that may come to our attention after the date hereof, whether or not such changes would affect or modify the statements set forth herein. No inference should be drawn from this letter regarding any period of time other than the period ending on and including the date hereof.
E. Reliance Limitation
This letter is furnished solely for the benefit of the Underwriters in connection with the Offering and may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP. This letter may not be quoted or referred to in any document or communication, or filed with any governmental agency, regulatory body, or other person, without our prior written consent, except (i) as may be required by applicable law or regulation, (ii) as an exhibit to the Underwriting Agreement, (iii) as may be required or requested by the Commission, or (iv) in connection with any legal proceeding arising out of or relating to the Offering in which the Underwriters are involved, provided that in each case any such disclosure is accompanied by a copy of this letter in its entirety, including all limitations and qualifications set forth herein.
IV. Negative Assurance Statement
Based on our participation in the preparation of the Registration Statement and the Prospectus, our review of the documents described in Section II above, and the due diligence process in which we have participated as described herein, and without independent investigation or verification of the matters referred to herein (and subject in all respects to the limitations, qualifications, and exclusions set forth in Sections III and V of this letter), nothing has come to our attention that causes us to believe that:
(a) the Registration Statement, as of the date it was declared effective by the Commission (March 28, 2024) and as of the date hereof (in each case including the documents incorporated by reference therein as of such respective dates and giving effect to Rule 430B under the Securities Act), contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(b) the Preliminary Prospectus Supplement, as of its date (October 6, 2025) and as of the date hereof, together with the Base Prospectus and the documents incorporated by reference therein, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or
(c) the Final Prospectus Supplement, as of its date (October 28, 2025) and as of the date hereof, together with the Base Prospectus and the documents incorporated by reference therein, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
For the avoidance of doubt, the references in clauses (a), (b), and (c) above to the Registration Statement and the Prospectus include, as of each relevant date, the documents incorporated therein by reference pursuant to Item 12 of Form S-3, including without limitation the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended by the Form 10-K/A filed on July 15, 2025, the Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025, June 30, 2025, and September 30, 2025, all Current Reports on Form 8-K filed by the Company subsequent to the fiscal year ended December 31, 2024 (other than portions thereof that were furnished rather than filed), and all other documents filed by the Company under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act on or after the date of the Registration Statement and on or prior to the date hereof that are deemed incorporated by reference therein.
V. Additional Qualifications
In addition to the limitations and qualifications set forth in Section III above, the following additional qualifications apply to the statements set forth in this letter:
(a) The negative assurance set forth in Section IV above does not extend to, and we expressly exclude therefrom, the financial statements, financial schedules, notes thereto, and all other financial and accounting data (including, without limitation, selected financial data, summary financial data, ratio data, and pro forma financial information), and all statistical data derived from any of the foregoing, included in or incorporated by reference into the Registration Statement, the Disclosure Package, or the Prospectus. We express no opinion, view, or belief with respect to such information.
(b) The negative assurance set forth in Section IV above does not extend to, and we expressly exclude therefrom, any information that was supplied by or on behalf of the Underwriters for inclusion in the Preliminary Prospectus Supplement, the Final Prospectus Supplement, or the Prospectus, including without limitation the information set forth under the caption "Underwriting" in the Prospectus Supplements relating to the terms of the underwriting arrangements, including discounts, commissions, concessions, reallowances, stabilization activities, penalty bids, and syndicate covering transactions, to the extent such information was provided by or on behalf of the Underwriters or their counsel.
(c) We are not expressing any opinion, view, or belief as to the Company's compliance with applicable gaming regulatory requirements of any federal, state, tribal, or local jurisdiction, including without limitation the requirements imposed by or under the authority of the Nevada Gaming Commission and the Nevada State Gaming Control Board, the New Jersey Division of Gaming Enforcement and the New Jersey Casino Control Commission, the Mississippi Gaming Commission, the Louisiana Gaming Control Board, and the Indiana Gaming Commission, or any other gaming regulatory authority, except to the extent that such matters are specifically addressed in our separate legal opinion of even date herewith delivered to the Underwriters pursuant to Section 7(c) of the Underwriting Agreement. We note that gaming regulatory matters are subject to specialized regulatory regimes and ongoing regulatory oversight that are outside the scope of the review described in this letter.
(d) We are not passing upon and expressly disclaim any responsibility for the accuracy, completeness, or fairness of the statements contained in or incorporated by reference into the Registration Statement, the Disclosure Package, or the Prospectus, except as and to the extent explicitly set forth in Section IV above, and this letter should not be construed as a confirmation or endorsement of any matter of fact, any projection, any estimate, any forward-looking statement, or any other representation made by the Company, its officers, directors, employees, agents, or any other person.
VI. Governing Law
This 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.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Vivienne St. Claire, Partner Capital Markets Group
cc: Darren Whitfield, Executive Vice President and General Counsel, Redstone Gaming Corp.
cc: Thomas Beaumont, Whitmore & Pratt LLP
cc: Sandra Meyers, Kaplan Feld & Associates LLP

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

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