1033-00002 · Redstone Gaming Corp · Legal Opinions

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

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CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Counsellors at Law 7 Times Square, 38th Floor New York, NY 10036

Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

October 31, 2025

To each of the several Underwriters named in Schedule I to the Underwriting Agreement (as defined below):

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

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

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

c/o Pinnacle Zanthor & Co., as Representative of the several Underwriters

Ladies and Gentlemen:

Re: Redstone Gaming Corp. — Underwritten Public Offering of 6,557,377 Shares of Common Stock (plus up to 983,606 additional shares pursuant to the 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 corporation organized and existing under the laws of the State of Delaware (the "Company"), in connection with the public offering (the "Offering") of shares of common stock, par value $0.001 per share (the "Common Stock"), of the Company. The Offering is being made pursuant to:

(a) the Registration Statement on Form S-3 (File No. 333-278401; CIK No. 0001847293) originally filed with the Securities and Exchange Commission (the "SEC") on March 14, 2024, and declared effective on March 28, 2024, including the base prospectus contained therein, as supplemented and amended from time to time (the "Registration Statement");

(b) the Preliminary Prospectus Supplement dated October 6, 2025, relating to the Offering, filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Securities Act") (the "Preliminary Prospectus Supplement");

(c) the Final Prospectus Supplement dated October 28, 2025, relating to the Offering, filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act (the "Final Prospectus Supplement" and, together with the base prospectus forming part of the Registration Statement, the "Prospectus"); and

(d) the Underwriting Agreement dated October 28, 2025, among the Company, on the one hand, and Pinnacle Zanthor & Co., Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc., as the several Underwriters named therein, on the other hand (the "Underwriting Agreement").

This letter is delivered to you pursuant to Section 7(c) of the Underwriting Agreement as a condition to closing, in connection with the closing of the Offering on the date hereof (the "Closing Date"). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Underwriting Agreement.

II. Scope of Engagement and Participation

In connection with this letter and the Offering, we have, among other things:

(i) participated in the preparation and review of the Registration Statement, including the base prospectus contained therein, and the exhibits and schedules filed therewith and forming a part thereof;

(ii) participated in the preparation and review of the Preliminary Prospectus Supplement and the Final Prospectus Supplement, including the information incorporated by reference therein;

(iii) participated in the preparation of the Company's response, dated October 21, 2025, to the comment letter of the staff of the Division of Corporation Finance of the SEC dated October 14, 2025, which contained six comments relating to certain disclosures in the Preliminary Prospectus Supplement, and participated in the preparation of the revised prospectus supplement responsive to those comments;

(iv) participated in the drafting and negotiation of the Underwriting Agreement and the ancillary documents and agreements entered into in connection with the Offering;

(v) participated in due diligence sessions with management of the Company, including a comprehensive management due diligence session and, most recently, a bring-down due diligence call conducted on or about October 27, 2025, with Marcus Hale, Chief Executive Officer, Lena Okafor, Chief Financial Officer, and Darren Whitfield, Executive Vice President and General Counsel, of the Company;

(vi) reviewed certain documents and records furnished to us by the Company and its officers and representatives, including corporate organizational documents, minutes of meetings of the Board of Directors and its committees, and material contracts identified to us by the Company;

(vii) reviewed the documents incorporated by reference in the Registration Statement and the Prospectus, including the following:

(A) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025;

(B) the Company's Annual Report on Form 10-K/A (Amendment No. 1) for the fiscal year ended December 31, 2024, filed with the SEC on July 15, 2025;

(C) the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025, and June 30, 2025, filed with the SEC on May 8, 2025, and August 7, 2025, respectively;

(D) the Company's Current Reports on Form 8-K filed with the SEC subsequent to December 31, 2024, to the extent incorporated by reference in the Registration Statement and the Prospectus; and

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

(viii) reviewed the Pricing Term Sheet dated October 28, 2025, filed with the SEC as a free writing prospectus pursuant to Rule 433 under the Securities Act (the "Pricing Term Sheet").

We have also had discussions with representatives of Kaplan Feld & Associates LLP, the Company's independent registered public accounting firm, and with Whitmore & Pratt LLP, counsel to the Underwriters, and have participated in customary conferences and discussions with your representatives relating to the Offering.

III. Limitations and Qualifications

The following limitations and qualifications apply to this letter and the negative assurance statements set forth herein, and you should consider this letter only in the context of such limitations and qualifications:

1. Not a Legal Opinion. This letter is not, and should not be construed as, a legal opinion. The statements and observations contained herein are limited to the negative assurance statements expressly set forth below, subject in all respects to the limitations, qualifications, and assumptions described herein.

2. No Independent Verification. We have not undertaken to independently verify, and have not independently verified, the accuracy, completeness, or fairness of the statements contained in the Registration Statement, the Prospectus, or the documents incorporated by reference therein. Our engagement has not included an audit or any other independent examination or verification of the financial or other factual information set forth in such documents, and we do not assume any responsibility for the accuracy, completeness, or fairness of such statements.

3. No Independent Investigation. Except for the procedures described in Section II above, no independent investigation or verification of facts has been undertaken by us. We have not made any investigation of, or inquiry into, the assets, liabilities, financial condition, results of operations, business, or prospects of the Company or any of its subsidiaries, except to the extent that such matters are reflected in the documents we reviewed in connection with the preparation of this letter.

4. Reliance on Officers and Others. In rendering the negative assurance statements below, we have relied, to the extent we deemed such reliance appropriate and reasonable, upon: (A) certificates and representations of officers, directors, and other representatives of the Company, including the officer's certificate delivered to you as of the Closing Date; (B) statements and information provided by public officials and obtained from public records; and (C) statements, representations, and information provided by other sources that we believe to be reliable. We have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, and the conformity to authentic originals of all documents submitted to us as copies.

5. Exclusions from Negative Assurance. We do not express any view, belief, or negative assurance, and this letter does not address, with respect to:

(a) financial statements, financial schedules, and other financial or statistical data (including, without limitation, Adjusted EBITDA, revenue, net income, earnings per share, free cash flow, and all other financial metrics and non-GAAP financial measures), or the notes thereto, or any related reports, consents, or opinions of Kaplan Feld & Associates LLP, the Company's independent registered public accounting firm, contained in or incorporated by reference in the Registration Statement or the Prospectus — as to all of which we express no view;

(b) financial and accounting data derived from, or based upon, the Company's internal accounting records, financial reporting systems, or financial records, whether or not specifically identified as such in the Registration Statement or the Prospectus;

(c) the information set forth in the sections of the Prospectus under the captions "Experts" and "Legal Matters," to the extent that such sections describe the roles, qualifications, opinions, or reports of other professionals, including accountants, engineers, appraisers, or other experts named therein;

(d) information contained in any documents filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in the Registration Statement or the Prospectus, to the extent constituting XBRL interactive data or other structured data submitted pursuant to Rule 405 of Regulation S-T; and

(e) the statements of the Company, its officers, or its representatives regarding its competitive position, market share, market size, growth rates, industry data, and similar business and market information, or the sources and methodologies underlying any such information.

IV. Disclosure Package

For purposes of this letter, the term "Disclosure Package" means, collectively:

(a) the Preliminary Prospectus Supplement dated October 6, 2025, together with the base prospectus forming part of the Registration Statement;

(b) the Pricing Term Sheet dated October 28, 2025, filed with the SEC pursuant to Rule 433 under the Securities Act; and

(c) any other free writing prospectus that the parties have agreed in the Underwriting Agreement shall be treated as part of the Disclosure Package.

The term "Prospectus," as used in this letter, means the Final Prospectus Supplement dated October 28, 2025, together with the base prospectus forming part of the Registration Statement, in the form filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act.

The term "Applicable Time" means 4:15 p.m. (Eastern Time) on October 28, 2025, or such other time as is specified as the "Applicable Time" in the Underwriting Agreement.

V. Negative Assurance Statements

Based on and subject to the foregoing (including, without limitation, the scope of our engagement and participation described in Section II above and the limitations and qualifications set forth in Section III above), and having regard to our understanding of the applicable law and the experience we have gained in our practice thereunder, as of the date hereof:

A. Registration Statement

No facts have come to our attention that cause us to believe that the Registration Statement (File No. 333-278401), as of the date it became effective on March 28, 2024, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Registration Statement, as of the date hereof (including the information deemed to be part thereof pursuant to Rule 430B under the Securities Act), contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

B. Disclosure Package

No facts have come to our attention that cause us to believe that the Disclosure Package, as of the Applicable Time, contained an untrue statement of a material fact or omitted 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.

C. Prospectus. No facts have come to our attention that cause us to believe that the Prospectus (consisting of the Final Prospectus Supplement dated October 28, 2025, together with the base prospectus forming part of the Registration Statement), as of its date or as of the date hereof, 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.

VI. Reliance and Beneficiaries

This letter is furnished to you, as the several Underwriters named in the Underwriting Agreement, solely for your benefit and solely in connection with the Offering and the transactions contemplated by the Underwriting Agreement. This letter may not be relied upon by any other person or entity, and may not be used, circulated, quoted, referred to, filed with any governmental agency, or otherwise disseminated for any other purpose, without our prior written consent in each instance; provided, however, that Whitmore & Pratt LLP, in its capacity as counsel to the Underwriters, may rely on this letter as if it were separately addressed to such firm for purposes of the opinions and negative assurance statements, if any, delivered by such firm in connection with the Offering.

This letter is not intended to be, and should not be construed as, a guaranty, warranty, or representation of fact by this firm or any of its attorneys. Nothing in this letter is intended to create any obligation, duty, or liability on the part of this firm to any person other than the addressees hereof, subject to the foregoing proviso.

VII. No Obligation to Update

We undertake no obligation, and hereby disclaim any duty, to update, revise, supplement, or reaffirm this letter, or to notify you or any other person of any changes in facts, circumstances, law, or the interpretation thereof, occurring or coming to our attention after the Closing Date, whether or not such changes would affect or modify the statements, views, or negative assurance set forth herein. This letter speaks solely as of the date hereof.

VIII. Governing Law

This letter, and any claims or disputes arising out of or in connection herewith, shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of laws principles that would result in the application of the laws of any other jurisdiction.

[Signature Page Follows]

[Signature Page to Negative Assurance Letter]

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Vivienne St. Claire

Title: Partner, Capital Markets Group

Calderwood & Harkness LLP 7 Times Square, 38th Floor New York, NY 10036

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Counsellors at Law 7 Times Square, 38th Floor New York, NY 10036
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
October 31, 2025
To each of the several Underwriters named in Schedule I to the Underwriting Agreement (as defined below):
Pinnacle Zanthor & Co. 280 Park Avenue New York, NY 10017
Hargrove Williams Securities LLC 600 Lexington Avenue, Suite 2200 New York, NY 10022
Clearwater Capital Markets Inc. 100 South Charles Street, Suite 1400 Baltimore, MD 21201
c/o Pinnacle Zanthor & Co., as Representative of the several Underwriters
Ladies and Gentlemen:
Re: Redstone Gaming Corp. — Underwritten Public Offering of 6,557,377 Shares of Common Stock (plus up to 983,606 additional shares pursuant to the 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 corporation organized and existing under the laws of the State of Delaware (the "Company"), in connection with the public offering (the "Offering") of shares of common stock, par value $0.001 per share (the "Common Stock"), of the Company. The Offering is being made pursuant to:
(a) the Registration Statement on Form S-3 (File No. 333-278401; CIK No. 0001847293) originally filed with the Securities and Exchange Commission (the "SEC") on March 14, 2024, and declared effective on March 28, 2024, including the base prospectus contained therein, as supplemented and amended from time to time (the "Registration Statement");
(b) the Preliminary Prospectus Supplement dated October 6, 2025, relating to the Offering, filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Securities Act") (the "Preliminary Prospectus Supplement");
(c) the Final Prospectus Supplement dated October 28, 2025, relating to the Offering, filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act (the "Final Prospectus Supplement" and, together with the base prospectus forming part of the Registration Statement, the "Prospectus"); and
(d) the Underwriting Agreement dated October 28, 2025, among the Company, on the one hand, and Pinnacle Zanthor & Co., Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc., as the several Underwriters named therein, on the other hand (the "Underwriting Agreement").
This letter is delivered to you pursuant to Section 7(c) of the Underwriting Agreement as a condition to closing, in connection with the closing of the Offering on the date hereof (the "Closing Date"). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Underwriting Agreement.
II. Scope of Engagement and Participation
In connection with this letter and the Offering, we have, among other things:
(i) participated in the preparation and review of the Registration Statement, including the base prospectus contained therein, and the exhibits and schedules filed therewith and forming a part thereof;
(ii) participated in the preparation and review of the Preliminary Prospectus Supplement and the Final Prospectus Supplement, including the information incorporated by reference therein;
(iii) participated in the preparation of the Company's response, dated October 21, 2025, to the comment letter of the staff of the Division of Corporation Finance of the SEC dated October 14, 2025, which contained six comments relating to certain disclosures in the Preliminary Prospectus Supplement, and participated in the preparation of the revised prospectus supplement responsive to those comments;
(iv) participated in the drafting and negotiation of the Underwriting Agreement and the ancillary documents and agreements entered into in connection with the Offering;
(v) participated in due diligence sessions with management of the Company, including a comprehensive management due diligence session and, most recently, a bring-down due diligence call conducted on or about October 27, 2025, with Marcus Hale, Chief Executive Officer, Lena Okafor, Chief Financial Officer, and Darren Whitfield, Executive Vice President and General Counsel, of the Company;
(vi) reviewed certain documents and records furnished to us by the Company and its officers and representatives, including corporate organizational documents, minutes of meetings of the Board of Directors and its committees, and material contracts identified to us by the Company;
(vii) reviewed the documents incorporated by reference in the Registration Statement and the Prospectus, including the following:
(A) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025;
(B) the Company's Annual Report on Form 10-K/A (Amendment No. 1) for the fiscal year ended December 31, 2024, filed with the SEC on July 15, 2025;
(C) the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025, and June 30, 2025, filed with the SEC on May 8, 2025, and August 7, 2025, respectively;
(D) the Company's Current Reports on Form 8-K filed with the SEC subsequent to December 31, 2024, to the extent incorporated by reference in the Registration Statement and the Prospectus; and
(E) the description of the Company's Common Stock set forth in the Company's Registration Statement on Form 8-A filed with the SEC, including any amendments or reports filed for the purpose of updating such description; and
(viii) reviewed the Pricing Term Sheet dated October 28, 2025, filed with the SEC as a free writing prospectus pursuant to Rule 433 under the Securities Act (the "Pricing Term Sheet").
We have also had discussions with representatives of Kaplan Feld & Associates LLP, the Company's independent registered public accounting firm, and with Whitmore & Pratt LLP, counsel to the Underwriters, and have participated in customary conferences and discussions with your representatives relating to the Offering.
III. Limitations and Qualifications
The following limitations and qualifications apply to this letter and the negative assurance statements set forth herein, and you should consider this letter only in the context of such limitations and qualifications:
1.  Not a Legal Opinion. This letter is not, and should not be construed as, a legal opinion. The statements and observations contained herein are limited to the negative assurance statements expressly set forth below, subject in all respects to the limitations, qualifications, and assumptions described herein.
2.  No Independent Verification. We have not undertaken to independently verify, and have not independently verified, the accuracy, completeness, or fairness of the statements contained in the Registration Statement, the Prospectus, or the documents incorporated by reference therein. Our engagement has not included an audit or any other independent examination or verification of the financial or other factual information set forth in such documents, and we do not assume any responsibility for the accuracy, completeness, or fairness of such statements.
3.  No Independent Investigation. Except for the procedures described in Section II above, no independent investigation or verification of facts has been undertaken by us. We have not made any investigation of, or inquiry into, the assets, liabilities, financial condition, results of operations, business, or prospects of the Company or any of its subsidiaries, except to the extent that such matters are reflected in the documents we reviewed in connection with the preparation of this letter.
4.  Reliance on Officers and Others. In rendering the negative assurance statements below, we have relied, to the extent we deemed such reliance appropriate and reasonable, upon: (A) certificates and representations of officers, directors, and other representatives of the Company, including the officer's certificate delivered to you as of the Closing Date; (B) statements and information provided by public officials and obtained from public records; and (C) statements, representations, and information provided by other sources that we believe to be reliable. We have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, and the conformity to authentic originals of all documents submitted to us as copies.
5.  Exclusions from Negative Assurance. We do not express any view, belief, or negative assurance, and this letter does not address, with respect to:
(a) financial statements, financial schedules, and other financial or statistical data (including, without limitation, Adjusted EBITDA, revenue, net income, earnings per share, free cash flow, and all other financial metrics and non-GAAP financial measures), or the notes thereto, or any related reports, consents, or opinions of Kaplan Feld & Associates LLP, the Company's independent registered public accounting firm, contained in or incorporated by reference in the Registration Statement or the Prospectus — as to all of which we express no view;
(b) financial and accounting data derived from, or based upon, the Company's internal accounting records, financial reporting systems, or financial records, whether or not specifically identified as such in the Registration Statement or the Prospectus;
(c) the information set forth in the sections of the Prospectus under the captions "Experts" and "Legal Matters," to the extent that such sections describe the roles, qualifications, opinions, or reports of other professionals, including accountants, engineers, appraisers, or other experts named therein;
(d) information contained in any documents filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in the Registration Statement or the Prospectus, to the extent constituting XBRL interactive data or other structured data submitted pursuant to Rule 405 of Regulation S-T; and
(e) the statements of the Company, its officers, or its representatives regarding its competitive position, market share, market size, growth rates, industry data, and similar business and market information, or the sources and methodologies underlying any such information.
IV. Disclosure Package
For purposes of this letter, the term "Disclosure Package" means, collectively:
(a) the Preliminary Prospectus Supplement dated October 6, 2025, together with the base prospectus forming part of the Registration Statement;
(b) the Pricing Term Sheet dated October 28, 2025, filed with the SEC pursuant to Rule 433 under the Securities Act; and
(c) any other free writing prospectus that the parties have agreed in the Underwriting Agreement shall be treated as part of the Disclosure Package.
The term "Prospectus," as used in this letter, means the Final Prospectus Supplement dated October 28, 2025, together with the base prospectus forming part of the Registration Statement, in the form filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act.
The term "Applicable Time" means 4:15 p.m. (Eastern Time) on October 28, 2025, or such other time as is specified as the "Applicable Time" in the Underwriting Agreement.
V. Negative Assurance Statements
Based on and subject to the foregoing (including, without limitation, the scope of our engagement and participation described in Section II above and the limitations and qualifications set forth in Section III above), and having regard to our understanding of the applicable law and the experience we have gained in our practice thereunder, as of the date hereof:
A. Registration Statement
No facts have come to our attention that cause us to believe that the Registration Statement (File No. 333-278401), as of the date it became effective on March 28, 2024, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Registration Statement, as of the date hereof (including the information deemed to be part thereof pursuant to Rule 430B under the Securities Act), contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
B. Disclosure Package
No facts have come to our attention that cause us to believe that the Disclosure Package, as of the Applicable Time, contained an untrue statement of a material fact or omitted 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.
C. Prospectus.  No facts have come to our attention that cause us to believe that the Prospectus (consisting of the Final Prospectus Supplement dated October 28, 2025, together with the base prospectus forming part of the Registration Statement), as of its date or as of the date hereof, 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.
VI. Reliance and Beneficiaries
This letter is furnished to you, as the several Underwriters named in the Underwriting Agreement, solely for your benefit and solely in connection with the Offering and the transactions contemplated by the Underwriting Agreement. This letter may not be relied upon by any other person or entity, and may not be used, circulated, quoted, referred to, filed with any governmental agency, or otherwise disseminated for any other purpose, without our prior written consent in each instance; provided, however, that Whitmore & Pratt LLP, in its capacity as counsel to the Underwriters, may rely on this letter as if it were separately addressed to such firm for purposes of the opinions and negative assurance statements, if any, delivered by such firm in connection with the Offering.
This letter is not intended to be, and should not be construed as, a guaranty, warranty, or representation of fact by this firm or any of its attorneys. Nothing in this letter is intended to create any obligation, duty, or liability on the part of this firm to any person other than the addressees hereof, subject to the foregoing proviso.
VII. No Obligation to Update
We undertake no obligation, and hereby disclaim any duty, to update, revise, supplement, or reaffirm this letter, or to notify you or any other person of any changes in facts, circumstances, law, or the interpretation thereof, occurring or coming to our attention after the Closing Date, whether or not such changes would affect or modify the statements, views, or negative assurance set forth herein. This letter speaks solely as of the date hereof.
VIII. Governing Law
This letter, and any claims or disputes arising out of or in connection herewith, shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of laws principles that would result in the application of the laws of any other jurisdiction.
[Signature Page Follows]
[Signature Page to Negative Assurance Letter]
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Vivienne St. Claire
Title: Partner, Capital Markets Group
Calderwood & Harkness LLP 7 Times Square, 38th Floor New York, NY 10036

CONFIDENTIAL

CALDERWOOD & HARKNESS LLP

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