1033-00002 · Redstone Gaming Corp · Transaction Documents/Lock-Up

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FORM OF LOCK-UP AGREEMENT

Redstone Gaming Corp. Follow-On Equity Offering of Common Stock

[●], 2025

This Lock-Up Agreement (this "Agreement") is made with reference to the Underwriting Agreement (the "Underwriting Agreement") to be entered into among Redstone Gaming Corp., a Delaware corporation (the "Company"), Pinnacle Zanthor & Co., as lead bookrunning manager, Hargrove Williams Securities LLC, as joint bookrunning manager, and Clearwater Capital Markets Inc., as co-manager (Pinnacle Zanthor & Co., Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc. are collectively referred to herein as the "Underwriters"), relating to the proposed offering (the "Offering") of shares of common stock, par value $0.001 per share, of the Company.

The undersigned, [●], a [director/executive officer] of Redstone Gaming Corp., a Delaware corporation (the "Company"), or a significant stockholder of the Company, hereby acknowledges and agrees as follows:

WHEREAS, the Company proposes to offer and sell shares of its common stock, par value $0.001 per share (CUSIP: 76134Q 108), which common stock is listed and traded on the New York Stock Exchange (the "NYSE") under the ticker symbol "RDGM," pursuant to a prospectus supplement (the "Prospectus Supplement") to be filed with the Securities and Exchange Commission (the "SEC") under Rule 424(b)(5) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), in connection with the Company's effective Registration Statement on Form S-3 (File No. 333-278401) (the "Registration Statement");

WHEREAS, Pinnacle Zanthor & Co. ("Pinnacle Zanthor"), with its principal offices located at 280 Park Avenue, New York, New York 10017, is acting as lead bookrunning manager for the Offering;

WHEREAS, the undersigned understands and acknowledges that the Underwriters are entering into the Underwriting Agreement, and proceeding with the Offering, in reliance upon, among other things, this Lock-Up Agreement and the representations, warranties, and agreements of the undersigned contained herein; and

WHEREAS, the undersigned desires to enter into this Lock-Up Agreement in order to induce the Underwriters to proceed with the Offering.

NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees as follows:

Section 1. Lock-Up Restrictions.

(a) Restricted Activities.

The undersigned agrees that, during the Lock-Up Period (as defined in Section 2 below), the undersigned will not, without the prior written consent of Pinnacle Zanthor & Co. (which consent may be withheld in Pinnacle Zanthor's sole discretion), directly or indirectly:

(i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale of, or otherwise transfer or dispose of any shares of common stock of the Company or any securities convertible into or exercisable or exchangeable for common stock of the Company (collectively, "Lock-Up Securities"), whether now owned or hereafter acquired by the undersigned;

(ii) pledge, hypothecate, or otherwise encumber any Lock-Up Securities as security for any obligation or indebtedness, or grant any security interest in any Lock-Up Securities;

(iii) establish or increase any "put equivalent position" or liquidate or decrease any "call equivalent position" with respect to any Lock-Up Securities (in each case within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder by the SEC);

(iv) enter into any swap, hedge, forward, future, or other arrangement or agreement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Lock-Up Securities, regardless of whether any such transaction described in this clause (iv) is to be settled by delivery of shares of common stock or other securities, in cash, or otherwise;

(v) make any demand for, or exercise any right with respect to, the registration of any Lock-Up Securities under the Securities Act, including without limitation any demand or request pursuant to any registration rights agreement to which the undersigned and the Company are parties;

(vi) publicly disclose, whether through any press release, public filing, social media post, interview, or otherwise, the intention to do any of the foregoing; or

(vii) submit or participate in the filing with the SEC of any registration statement (including any amendment or supplement thereto, other than the Prospectus Supplement relating to the Offering and any amendment or supplement thereto filed in connection with the Offering) with respect to any Lock-Up Securities.

(b) Scope of Lock-Up Securities.

For purposes of this Agreement, the term "Lock-Up Securities" shall include all shares of common stock of the Company and all securities convertible into, exercisable for, or exchangeable for shares of common stock of the Company (including, without limitation, stock options, restricted stock units, warrants, and other derivative securities) that are:

(i) currently beneficially owned by the undersigned as of the date hereof, as determined in accordance with Rule 13d-3 promulgated under the Exchange Act, including shares held in any brokerage account, retirement account, or custodial account for the benefit of the undersigned;

(ii) acquired by the undersigned during the Lock-Up Period, whether pursuant to the exercise of stock options, the settlement or vesting of restricted stock units, the exercise of warrants, the conversion of convertible securities, open market purchases, private transactions, or otherwise; or

(iii) acquired by the undersigned after the date hereof as a result of any stock split, reverse stock split, stock dividend, distribution, recapitalization, reclassification, reorganization, or similar event with respect to the common stock of the Company.

For purposes of clarity, the term Lock-Up Securities includes, without limitation, any shares of common stock underlying options outstanding under the Company's 2021 Equity Incentive Plan, as amended from time to time, whether or not such options are currently vested or exercisable as of the date hereof.

Section 2. Lock-Up Period.

The "Lock-Up Period" shall mean the period beginning on the date of the final prospectus supplement relating to the Offering (the "Final Prospectus Supplement"), as filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act, and ending at the close of business (5:00 p.m. Eastern Time) on the date that is ninety (90) days after the date of the Final Prospectus Supplement.

For informational purposes, the expected pricing date of the Offering is October 28, 2025, and the Final Prospectus Supplement is expected to be filed with the SEC on or about such date pursuant to Rule 424(b)(5) under the Securities Act. The closing of the Offering is expected to occur on or about October 31, 2025, subject to customary closing conditions.

Notwithstanding the foregoing, the Lock-Up Period shall be automatically extended if: (i) during the last seventeen (17) days of the Lock-Up Period, the Company issues an earnings release or announces material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-Up Period. In either case described in clause (i) or clause (ii) above, the Lock-Up Period shall be automatically extended until the expiration of the eighteen (18)-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable. For the avoidance of doubt, if multiple triggering events occur, the Lock-Up Period shall be extended with respect to each such event, and the Lock-Up Period shall not expire until the later of the dates calculated pursuant to any such extension.

Section 3. Permitted Transfers and Exceptions.

Notwithstanding the restrictions set forth in Section 1 above, the restrictions contained in this Agreement shall not apply to the following transfers or transactions:

(a) Bona Fide Gifts. Transfers of Lock-Up Securities by bona fide gift or gifts, whether to individuals, charitable organizations described in Section 501(c)(3) of the Internal Revenue Code, or other recipients; provided that (x) the donee or recipient executes and delivers to Pinnacle Zanthor a written agreement, in form and substance reasonably satisfactory to Pinnacle Zanthor, agreeing to be bound by the terms and conditions of this Lock-Up Agreement for the remainder of the Lock-Up Period, and (y) no filing under Section 16(a) of the Exchange Act or other public filing or disclosure reporting a reduction in beneficial ownership of Lock-Up Securities shall be required or voluntarily made during the Lock-Up Period in connection with such transfer (other than a filing on Form 5 made after the expiration of the Lock-Up Period).

(b) Transfers to Family Members or Trusts. Transfers of Lock-Up Securities to any member of the immediate family of the undersigned, or to a trust, family limited partnership, or similar estate planning vehicle established for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; provided that (x) the transferee executes and delivers to Pinnacle Zanthor a written agreement, in form and substance reasonably satisfactory to Pinnacle Zanthor, agreeing to be bound by the terms and conditions of this Lock-Up Agreement for the remainder of the Lock-Up Period, and (y) no filing under Section 16(a) of the Exchange Act or other public filing or disclosure reporting a reduction in beneficial ownership of Lock-Up Securities shall be required or voluntarily made during the Lock-Up Period in connection with such transfer (other than a filing on Form 5 made after the expiration of the Lock-Up Period). For purposes of this Section 3(b), "immediate family" shall mean any relationship by blood, marriage, or adoption, not more remote than first cousin, and shall include, without limitation, the undersigned's spouse, domestic partner, lineal descendants (including adopted children and stepchildren), father, mother, brother, or sister of the undersigned.

(c) Transfers to Affiliates, Partners, or Members. If the undersigned is a corporation, partnership, limited liability company, or other business entity (including, without limitation, Grandview Capital Partners, LP), transfers of Lock-Up Securities to any affiliate (as defined in Rule 405 under the Securities Act), partner, member, or stockholder of the undersigned, or to any investment fund or other entity controlled or managed by the undersigned or its affiliates; provided that (x) the transferee executes and delivers to Pinnacle Zanthor a written agreement, in form and substance reasonably satisfactory to Pinnacle Zanthor, agreeing to be bound by the terms and conditions of this Lock-Up Agreement for the remainder of the Lock-Up Period, and (y) no filing under Section 16(a) of the Exchange Act or other public filing or disclosure reporting a reduction in beneficial ownership of Lock-Up Securities shall be required or voluntarily made during the Lock-Up Period in connection with such transfer (other than a filing on Form 5 made after the expiration of the Lock-Up Period).

(d) Transfers by Operation of Law. Transfers of Lock-Up Securities by operation of law, including, without limitation, transfers pursuant to a qualified domestic relations order, divorce settlement, separation agreement, or order of a court of competent jurisdiction; provided that (x) the transferee executes and delivers to Pinnacle Zanthor a written agreement, in form and substance reasonably satisfactory to Pinnacle Zanthor, agreeing to be bound by the terms and conditions of this Lock-Up Agreement for the remainder of the Lock-Up Period, and (y) no filing under Section 16(a) of the Exchange Act or other public filing or disclosure reporting a reduction in beneficial ownership of Lock-Up Securities shall be required or voluntarily made during the Lock-Up Period in connection with such transfer (other than a filing on Form 5 made after the expiration of the Lock-Up Period).

(e) Transfers Upon Death. Transfers of Lock-Up Securities upon the death of the undersigned by will, intestacy, or other testamentary disposition; provided that (x) the transferee, executor, administrator, or personal representative, as applicable, executes and delivers to Pinnacle Zanthor a written agreement, in form and substance reasonably satisfactory to Pinnacle Zanthor, agreeing to be bound by the terms and conditions of this Lock-Up Agreement for the remainder of the Lock-Up Period, and (y) no filing under Section 16(a) of the Exchange Act or other public filing or disclosure reporting a reduction in beneficial ownership of Lock-Up Securities shall be required or voluntarily made during the Lock-Up Period in connection with such transfer (other than a filing on Form 5 made after the expiration of the Lock-Up Period).

(f) Exercises of Options or Settlement of Restricted Stock Units. The receipt by the undersigned of shares of common stock of the Company upon the exercise of stock options or the settlement or vesting of restricted stock units that are outstanding as of the date hereof and granted pursuant to the Company's 2021 Equity Incentive Plan or any other equity compensation plan of the Company in effect as of the date hereof; provided that (x) the underlying shares of common stock received upon such exercise or settlement shall remain subject to all of the restrictions set forth in Section 1 of this Agreement for the remainder of the Lock-Up Period, and (y) the undersigned shall be permitted to transfer shares of common stock to the Company (or to have shares withheld by the Company) for the sole purpose of satisfying applicable tax withholding obligations arising in connection with such exercise or settlement, including federal, state, and local income taxes and employment taxes, to the extent that such transfer or withholding does not exceed the minimum amount of taxes required to be withheld under applicable law; provided, further, that if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a change in beneficial ownership of Lock-Up Securities in connection with any such exercise, settlement, or tax withholding, such report shall clearly indicate in the footnotes thereto that (1) the transaction involves the exercise of stock options or the settlement of restricted stock units and/or a transfer of shares in satisfaction of tax withholding obligations, and (2) no shares were sold by the undersigned in the open market.

(g) Transactions Under a Pre-Existing 10b5-1 Plan. Transactions effected pursuant to a trading plan that was established by the undersigned prior to the date hereof and that was then in compliance with Rule 10b5-1(c) promulgated under the Exchange Act (a "Pre-Existing 10b5-1 Plan"); provided that (x) no filing under Section 16(a) of the Exchange Act shall be required or voluntarily made in connection with such transactions during the Lock-Up Period, or (y) if any such filing is required or voluntarily made during the Lock-Up Period, such filing shall include a statement in the footnotes or explanatory remarks thereto that the sale or transfer was made pursuant to a Pre-Existing 10b5-1 Plan, specifying the date on which such plan was adopted and certifying that no modification to such plan was made after the date of this Agreement.

(h) Establishment of a 10b5-1 Plan. The establishment by the undersigned of a new trading plan pursuant to Rule 10b5-1(c) promulgated under the Exchange Act during the Lock-Up Period; provided that (x) no sales, transfers, or other dispositions of Lock-Up Securities are made under such plan during the Lock-Up Period, and (y) no public disclosure or filing under any applicable securities law regarding the establishment of such plan is required or voluntarily made by or on behalf of the undersigned during the Lock-Up Period.

For the avoidance of doubt, in each case of the exceptions set forth in clauses (a) through (e) above, no filing under Section 16(a) of the Exchange Act or other public filing, report, or announcement reporting a reduction in beneficial ownership of Lock-Up Securities shall be required or voluntarily made during the Lock-Up Period in connection with such transfer, other than any filing on Form 5 that may be made after the expiration of the Lock-Up Period.

Section 4. Release from Lock-Up.

Pinnacle Zanthor & Co., acting in its sole and absolute discretion, may release any or all of the Lock-Up Securities subject to this Agreement from the restrictions of this Agreement at any time, with or without prior notice to the undersigned or to any other person. Any such release shall be effective only as to the specific Lock-Up Securities expressly identified and specified in the written release notice delivered by Pinnacle Zanthor. A release of Lock-Up Securities held by any other person subject to a lock-up agreement in connection with the Offering shall not operate to release the undersigned's Lock-Up Securities from the restrictions of this Agreement.

If Pinnacle Zanthor agrees to release or waive the restrictions set forth in this Lock-Up Agreement with respect to any officer or director of the Company who holds shares of common stock of the Company, Pinnacle Zanthor agrees to provide the Company with written notice of the impending release or waiver at least three (3) business days before the effective date of such release or waiver. The Company has agreed in the Underwriting Agreement that, upon receipt of such notice from Pinnacle Zanthor, it will announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of such release or waiver, which press release shall identify the officer or director being released, the number of shares subject to the release, and the effective date of the release.

Section 5. Representations and Warranties of the Undersigned.

The undersigned hereby represents and warrants to Pinnacle Zanthor and each of the other Underwriters as follows:

(a) The undersigned has full power, authority, and legal capacity to enter into, execute, and deliver this Lock-Up Agreement and to perform all of the undersigned's obligations hereunder. If the undersigned is a corporation, partnership, limited liability company, trust, or other entity, the execution, delivery, and performance of this Lock-Up Agreement have been duly authorized by all necessary corporate, partnership, limited liability company, trust, or other entity action, as applicable.

(b) This Lock-Up Agreement has been duly authorized, executed, and delivered by the undersigned and constitutes the valid and legally binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights and remedies generally, and (ii) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

(c) The execution, delivery, and performance of this Lock-Up Agreement by the undersigned will not conflict with or result in a breach, violation, or default under (or give rise to any right of termination, cancellation, or acceleration under) any agreement, instrument, contract, indenture, mortgage, lease, order, judgment, decree, statute, rule, regulation, or other obligation to which the undersigned is a party or by which the undersigned or any of the undersigned's Lock-Up Securities are bound or affected.

(d) No consent, approval, authorization, license, permit, or order of, or filing, registration, or qualification with, any court, governmental authority, regulatory body, self-regulatory organization, stock exchange, or other person or entity is required for the execution, delivery, and performance of this Lock-Up Agreement by the undersigned, except for such consents, approvals, authorizations, or filings as have already been obtained or made prior to the date hereof.

Section 6. Stop Transfer Instructions.

The undersigned agrees and consents that the Company and its transfer agent, Continental Share Services, Inc., with offices at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004, are hereby authorized and directed to:

(a) place a stop transfer order, restrictive legend, or other notation against any and all of the Lock-Up Securities held in the name of the undersigned (or in the name of any nominee, custodian, or other holder on behalf of the undersigned) on the books and records of the Company and with Continental Share Services, Inc., indicating that such Lock-Up Securities are subject to the restrictions of this Lock-Up Agreement; and

(b) decline to effect, process, or register any transfer, sale, assignment, pledge, hypothecation, or other disposition of Lock-Up Securities that would constitute a violation of, or be inconsistent with, the terms and conditions of this Lock-Up Agreement.

The undersigned further agrees that the Company may instruct Continental Share Services, Inc. to impose any additional procedures or safeguards that may be reasonably necessary to ensure compliance with this Agreement. The Company shall cause Continental Share Services, Inc. to promptly remove such stop transfer restrictions and related legends upon the expiration of the Lock-Up Period (or upon the earlier written release of the Lock-Up Securities by Pinnacle Zanthor in accordance with Section 4 of this Agreement), and the undersigned shall thereafter be free to transfer the Lock-Up Securities in compliance with applicable securities laws.

Section 7. No Obligation to Proceed with Offering.

The undersigned understands and acknowledges that the Company, Pinnacle Zanthor, and the other Underwriters are under no obligation to proceed with the Offering, and that the Offering may be terminated, postponed, modified, or restructured at any time and for any reason or for no reason, in the sole discretion of the Company and the Underwriters. The undersigned further understands that the terms of the Offering, including the number of shares to be offered and the offering price, have not yet been finally determined as of the date hereof and may differ materially from any preliminary indications.

If the Underwriting Agreement is not executed and delivered by the Company and the Underwriters on or before December 31, 2025, or if the Underwriting Agreement (other than the provisions thereof that by their terms survive termination) is terminated prior to the closing of the Offering for any reason, then this Lock-Up Agreement shall automatically terminate and be of no further force or effect, and all restrictions imposed hereby on the undersigned and the Lock-Up Securities shall immediately lapse, without any action by or notice from any party.

Section 8. Specific Performance; Remedies.

The undersigned acknowledges and agrees that the Underwriters, in entering into the Underwriting Agreement and proceeding with the Offering, are relying upon this Lock-Up Agreement and the obligations of the undersigned contained herein as a material inducement to the Underwriters' willingness to underwrite the Offering. The undersigned further acknowledges and agrees that a breach or threatened breach of any of the provisions of this Lock-Up Agreement would cause irreparable harm to Pinnacle Zanthor and the other Underwriters for which monetary damages alone would not be an adequate remedy and which could not reasonably or adequately be compensated by the payment of money damages.

Accordingly, the undersigned agrees that, in addition to any and all other remedies that may be available at law or in equity, Pinnacle Zanthor and each of the other Underwriters shall be entitled to seek and obtain specific performance, temporary and permanent injunctive relief, and any other form of equitable relief as a remedy for any actual or threatened breach of this Lock-Up Agreement by the undersigned, without the requirement of (i) posting any bond, surety, or other security, or (ii) proving actual damages or the inadequacy of monetary damages. The rights and remedies provided in this Section 8 are cumulative and are in addition to, and not in substitution for, any other rights or remedies available to the Underwriters at law, in equity, or otherwise.

Section 9. Binding Effect; Successors and Assigns.

This Lock-Up Agreement and all of the provisions hereof shall be binding upon the undersigned and shall inure to the benefit of the undersigned and the respective successors, heirs, personal representatives, executors, administrators, and permitted assigns of the undersigned. This Lock-Up Agreement shall also inure to the benefit of Pinnacle Zanthor & Co., Hargrove Williams Securities LLC, Clearwater Capital Markets Inc., and their respective successors, assigns, heirs, and personal representatives. Each of the Underwriters is an express intended third-party beneficiary of this Lock-Up Agreement and shall have the right to enforce this Agreement directly against the undersigned as if such Underwriter were a party hereto.

The undersigned may not assign, delegate, or otherwise transfer this Lock-Up Agreement or any rights or obligations hereunder without the prior written consent of Pinnacle Zanthor, and any attempted assignment without such consent shall be null and void and of no force or effect.

Section 10. Headings.

The section headings contained in this Lock-Up Agreement are included solely for convenience of reference and shall not affect the meaning, interpretation, or construction of any provision of this Agreement.

Section 11. Governing Law; Jurisdiction.

This Lock-Up Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict of laws rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

The undersigned hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and the United States District Court for the Southern District of New York, for the purposes of any suit, action, or proceeding arising out of or relating to this Lock-Up Agreement or any of the transactions contemplated hereby. The undersigned agrees that service of process may be made upon the undersigned in any manner permitted by the laws of the State of New York or the federal rules of civil procedure.

The undersigned hereby irrevocably waives, to the fullest extent permitted by applicable law, (a) any objection that it may now or hereafter have to the laying of venue of any suit, action, or proceeding in any such court, and (b) any claim that any such suit, action, or proceeding has been brought in an inconvenient forum. The undersigned further waives any right to remove any such action, suit, or proceeding to any court other than the courts specified herein.

Section 12. Severability.

If any provision of this Lock-Up Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect. It is the intention of the parties that this Lock-Up Agreement be enforced to the fullest extent permitted by applicable law.

In the event that any provision of this Agreement, or the application thereof, is found by a court of competent jurisdiction to be invalid or unenforceable, the parties agree that (a) such court shall have the power and authority to modify such provision to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties, and (b) as so modified, such provision shall be enforced as part of this Agreement.

Section 13. Entire Agreement; Amendments.

This Lock-Up Agreement constitutes the entire agreement of the undersigned with Pinnacle Zanthor and the other Underwriters with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether written or oral, between the undersigned and the Underwriters relating to the subject matter of this Agreement.

No amendment, modification, supplement, or waiver of any provision of this Lock-Up Agreement, and no consent to any departure by the undersigned from the terms hereof, shall be effective unless set forth in a written instrument duly executed by Pinnacle Zanthor & Co. and the undersigned. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given, and shall not constitute a waiver of any other provision or a continuing waiver.

Section 14. Counterparts; Electronic Execution.

This Lock-Up Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. It shall not be necessary for all parties to execute the same counterpart.

Delivery of an executed counterpart of this Lock-Up Agreement by facsimile transmission or by electronic transmission (including by .pdf, .tif, .jpeg, DocuSign, Ashford Health IT, or other electronic format compliant with the federal ESIGN Act or the Uniform Electronic Transactions Act) shall be equally as effective as delivery of a manually executed original counterpart, and each party hereby waives any defense to the enforcement of this Agreement based on the form of execution or method of delivery.

Section 15. Notices.

All notices, requests, demands, consents, waivers, and other communications required or permitted under this Lock-Up Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered personally; (b) when sent by confirmed electronic mail (email); or (c) one (1) business day after deposit with a nationally recognized overnight courier service (such as Severin Partners LLC, Halcyon Partners LLC, or Tarrant & Co.), charges prepaid, addressed as follows:

If to Pinnacle Zanthor & Co.:

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

Attention: Aisha Rowan, Managing Director

Email: arowan@pinnaclesachs.com

with a copy (which shall not constitute notice) to:

Whitmore & Pratt LLP 51 West 52nd Street New York, New York 10019

Attention: Thomas Beaumont

Email: tbeaumont@whitmorepratt.com

If to the Company:

Redstone Gaming Corp. 3900 Las Vegas Boulevard South, Suite 1200 Las Vegas, Nevada 89119

Attention: Darren Whitfield, Executive Vice President & General Counsel

Email: dwhitfield@redstonegaming.com

with a copy (which shall not constitute notice) to:

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

Attention: Vivienne St. Claire

Email: vstclaire@calderwoodharkness.com

If to the undersigned:

At the address set forth on the signature page hereof, or at such other address as the undersigned may designate in a written notice delivered to Pinnacle Zanthor and the Company in accordance with this Section 15.

Any party may change its address for the receipt of notices by giving written notice thereof to the other parties in accordance with this Section 15. Notices sent by email shall be deemed given upon transmission, provided that the sender does not receive an automated delivery failure notification.

[Remainder of this page intentionally left blank. Signature page follows.]

SIGNATURE PAGE TO LOCK-UP AGREEMENT

Redstone Gaming Corp. — Follow-On Equity Offering of Common Stock

Very truly yours,

________________________________________

Signature

________________________________________

Printed Name of Signatory

________________________________________

Title (if applicable — e.g., Officer, Director, or Authorized Signatory of Entity)

________________________________________

Address for Notices:

________________________________________

Number of shares of common stock of the Company beneficially owned: ________

Number of shares underlying options, restricted stock units, or other convertible securities: ________

Date: ________

Accepted and Agreed:

PINNACLE ZANTHOR & CO. On behalf of the several Underwriters

By: ________

Name: Aisha Rowan

Title: Managing Director

Date: ________

SCHEDULE A

Persons Required to Execute Lock-Up Agreements

The following persons are required to execute and deliver the Form of Lock-Up Agreement in connection with the Company's Follow-On Equity Offering of Common Stock:

I. Directors and Executive Officers of Redstone Gaming Corp.

II. Significant Stockholders

III. Note Regarding Additional Stockholders

Thornbridge Asset Management, Inc. (holder of 10,668,000 shares of common stock, representing approximately 7.00% of the outstanding common stock of the Company) is not required to execute a Lock-Up Agreement in connection with the Offering as of the date hereof. However, Pinnacle Zanthor & Co., in its sole discretion, may request that Thornbridge Asset Management, Inc. execute a Lock-Up Agreement on terms substantially similar to this form, and the Company has agreed in the Underwriting Agreement to use its commercially reasonable efforts to cause Thornbridge Asset Management, Inc. to execute such agreement upon the request of Pinnacle Zanthor.

CONFIDENTIAL — This Form of Lock-Up Agreement and Schedule A are provided for the confidential use of the persons identified herein and their legal counsel in connection with the proposed Follow-On Equity Offering of Common Stock of Redstone Gaming Corp. This document may not be reproduced, distributed, or disclosed to any other person without the prior written consent of Pinnacle Zanthor & Co. and Redstone Gaming Corp.

No.	Name	Title / Position
1	Marcus Hale	Chief Executive Officer & Director
2	Lena Okafor	Chief Financial Officer
3	Darren Whitfield	Executive Vice President & General Counsel
4	Patricia Moynihan	Independent Director; Chair, Finance Committee
5	Raymond Chu	Independent Director; Chair, Audit Committee
6	Sandra Villanueva	Independent Director; Chair, Compensation Committee
7	James Thornton	Chief Operating Officer
8	David Nakamura	Independent Director; Chair, Nominating & Corporate Governance Committee
9	Catherine Bellamy	Senior Vice President, Corporate Development
10	Robert Esposito	Independent Director
No.	Name / Entity	Shares Beneficially Owned	Approximate % of Outstanding Common Stock	Signatory / Contact
1	Grandview Capital Partners, LP	18,720,000 shares	Approximately 12.28%	Elena Vasquez, Managing Partner, 200 Clarendon Street, 48th Floor, Boston, MA 02116

FORM OF LOCK-UP AGREEMENT
Redstone Gaming Corp. Follow-On Equity Offering of Common Stock
[●], 2025
This Lock-Up Agreement (this "Agreement") is made with reference to the Underwriting Agreement (the "Underwriting Agreement") to be entered into among Redstone Gaming Corp., a Delaware corporation (the "Company"), Pinnacle Zanthor & Co., as lead bookrunning manager, Hargrove Williams Securities LLC, as joint bookrunning manager, and Clearwater Capital Markets Inc., as co-manager (Pinnacle Zanthor & Co., Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc. are collectively referred to herein as the "Underwriters"), relating to the proposed offering (the "Offering") of shares of common stock, par value $0.001 per share, of the Company.
The undersigned, [●], a [director/executive officer] of Redstone Gaming Corp., a Delaware corporation (the "Company"), or a significant stockholder of the Company, hereby acknowledges and agrees as follows:
WHEREAS, the Company proposes to offer and sell shares of its common stock, par value $0.001 per share (CUSIP: 76134Q 108), which common stock is listed and traded on the New York Stock Exchange (the "NYSE") under the ticker symbol "RDGM," pursuant to a prospectus supplement (the "Prospectus Supplement") to be filed with the Securities and Exchange Commission (the "SEC") under Rule 424(b)(5) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), in connection with the Company's effective Registration Statement on Form S-3 (File No. 333-278401) (the "Registration Statement");
WHEREAS, Pinnacle Zanthor & Co. ("Pinnacle Zanthor"), with its principal offices located at 280 Park Avenue, New York, New York 10017, is acting as lead bookrunning manager for the Offering;
WHEREAS, the undersigned understands and acknowledges that the Underwriters are entering into the Underwriting Agreement, and proceeding with the Offering, in reliance upon, among other things, this Lock-Up Agreement and the representations, warranties, and agreements of the undersigned contained herein; and
WHEREAS, the undersigned desires to enter into this Lock-Up Agreement in order to induce the Underwriters to proceed with the Offering.
NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees as follows:
Section 1. Lock-Up Restrictions.
(a) Restricted Activities.
The undersigned agrees that, during the Lock-Up Period (as defined in Section 2 below), the undersigned will not, without the prior written consent of Pinnacle Zanthor & Co. (which consent may be withheld in Pinnacle Zanthor's sole discretion), directly or indirectly:
(i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale of, or otherwise transfer or dispose of any shares of common stock of the Company or any securities convertible into or exercisable or exchangeable for common stock of the Company (collectively, "Lock-Up Securities"), whether now owned or hereafter acquired by the undersigned;
(ii) pledge, hypothecate, or otherwise encumber any Lock-Up Securities as security for any obligation or indebtedness, or grant any security interest in any Lock-Up Securities;
(iii) establish or increase any "put equivalent position" or liquidate or decrease any "call equivalent position" with respect to any Lock-Up Securities (in each case within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder by the SEC);
(iv) enter into any swap, hedge, forward, future, or other arrangement or agreement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Lock-Up Securities, regardless of whether any such transaction described in this clause (iv) is to be settled by delivery of shares of common stock or other securities, in cash, or otherwise;
(v) make any demand for, or exercise any right with respect to, the registration of any Lock-Up Securities under the Securities Act, including without limitation any demand or request pursuant to any registration rights agreement to which the undersigned and the Company are parties;
(vi) publicly disclose, whether through any press release, public filing, social media post, interview, or otherwise, the intention to do any of the foregoing; or
(vii) submit or participate in the filing with the SEC of any registration statement (including any amendment or supplement thereto, other than the Prospectus Supplement relating to the Offering and any amendment or supplement thereto filed in connection with the Offering) with respect to any Lock-Up Securities.
(b) Scope of Lock-Up Securities.
For purposes of this Agreement, the term "Lock-Up Securities" shall include all shares of common stock of the Company and all securities convertible into, exercisable for, or exchangeable for shares of common stock of the Company (including, without limitation, stock options, restricted stock units, warrants, and other derivative securities) that are:
(i) currently beneficially owned by the undersigned as of the date hereof, as determined in accordance with Rule 13d-3 promulgated under the Exchange Act, including shares held in any brokerage account, retirement account, or custodial account for the benefit of the undersigned;
(ii) acquired by the undersigned during the Lock-Up Period, whether pursuant to the exercise of stock options, the settlement or vesting of restricted stock units, the exercise of warrants, the conversion of convertible securities, open market purchases, private transactions, or otherwise; or
(iii) acquired by the undersigned after the date hereof as a result of any stock split, reverse stock split, stock dividend, distribution, recapitalization, reclassification, reorganization, or similar event with respect to the common stock of the Company.
For purposes of clarity, the term Lock-Up Securities includes, without limitation, any shares of common stock underlying options outstanding under the Company's 2021 Equity Incentive Plan, as amended from time to time, whether or not such options are currently vested or exercisable as of the date hereof.
Section 2. Lock-Up Period.
The "Lock-Up Period" shall mean the period beginning on the date of the final prospectus supplement relating to the Offering (the "Final Prospectus Supplement"), as filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act, and ending at the close of business (5:00 p.m. Eastern Time) on the date that is ninety (90) days after the date of the Final Prospectus Supplement.
For informational purposes, the expected pricing date of the Offering is October 28, 2025, and the Final Prospectus Supplement is expected to be filed with the SEC on or about such date pursuant to Rule 424(b)(5) under the Securities Act. The closing of the Offering is expected to occur on or about October 31, 2025, subject to customary closing conditions.
Notwithstanding the foregoing, the Lock-Up Period shall be automatically extended if: (i) during the last seventeen (17) days of the Lock-Up Period, the Company issues an earnings release or announces material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-Up Period. In either case described in clause (i) or clause (ii) above, the Lock-Up Period shall be automatically extended until the expiration of the eighteen (18)-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable. For the avoidance of doubt, if multiple triggering events occur, the Lock-Up Period shall be extended with respect to each such event, and the Lock-Up Period shall not expire until the later of the dates calculated pursuant to any such extension.
Section 3. Permitted Transfers and Exceptions.
Notwithstanding the restrictions set forth in Section 1 above, the restrictions contained in this Agreement shall not apply to the following transfers or transactions:
(a) Bona Fide Gifts. Transfers of Lock-Up Securities by bona fide gift or gifts, whether to individuals, charitable organizations described in Section 501(c)(3) of the Internal Revenue Code, or other recipients; provided that (x) the donee or recipient executes and delivers to Pinnacle Zanthor a written agreement, in form and substance reasonably satisfactory to Pinnacle Zanthor, agreeing to be bound by the terms and conditions of this Lock-Up Agreement for the remainder of the Lock-Up Period, and (y) no filing under Section 16(a) of the Exchange Act or other public filing or disclosure reporting a reduction in beneficial ownership of Lock-Up Securities shall be required or voluntarily made during the Lock-Up Period in connection with such transfer (other than a filing on Form 5 made after the expiration of the Lock-Up Period).
(b) Transfers to Family Members or Trusts. Transfers of Lock-Up Securities to any member of the immediate family of the undersigned, or to a trust, family limited partnership, or similar estate planning vehicle established for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; provided that (x) the transferee executes and delivers to Pinnacle Zanthor a written agreement, in form and substance reasonably satisfactory to Pinnacle Zanthor, agreeing to be bound by the terms and conditions of this Lock-Up Agreement for the remainder of the Lock-Up Period, and (y) no filing under Section 16(a) of the Exchange Act or other public filing or disclosure reporting a reduction in beneficial ownership of Lock-Up Securities shall be required or voluntarily made during the Lock-Up Period in connection with such transfer (other than a filing on Form 5 made after the expiration of the Lock-Up Period). For purposes of this Section 3(b), "immediate family" shall mean any relationship by blood, marriage, or adoption, not more remote than first cousin, and shall include, without limitation, the undersigned's spouse, domestic partner, lineal descendants (including adopted children and stepchildren), father, mother, brother, or sister of the undersigned.
(c) Transfers to Affiliates, Partners, or Members. If the undersigned is a corporation, partnership, limited liability company, or other business entity (including, without limitation, Grandview Capital Partners, LP), transfers of Lock-Up Securities to any affiliate (as defined in Rule 405 under the Securities Act), partner, member, or stockholder of the undersigned, or to any investment fund or other entity controlled or managed by the undersigned or its affiliates; provided that (x) the transferee executes and delivers to Pinnacle Zanthor a written agreement, in form and substance reasonably satisfactory to Pinnacle Zanthor, agreeing to be bound by the terms and conditions of this Lock-Up Agreement for the remainder of the Lock-Up Period, and (y) no filing under Section 16(a) of the Exchange Act or other public filing or disclosure reporting a reduction in beneficial ownership of Lock-Up Securities shall be required or voluntarily made during the Lock-Up Period in connection with such transfer (other than a filing on Form 5 made after the expiration of the Lock-Up Period).
(d) Transfers by Operation of Law. Transfers of Lock-Up Securities by operation of law, including, without limitation, transfers pursuant to a qualified domestic relations order, divorce settlement, separation agreement, or order of a court of competent jurisdiction; provided that (x) the transferee executes and delivers to Pinnacle Zanthor a written agreement, in form and substance reasonably satisfactory to Pinnacle Zanthor, agreeing to be bound by the terms and conditions of this Lock-Up Agreement for the remainder of the Lock-Up Period, and (y) no filing under Section 16(a) of the Exchange Act or other public filing or disclosure reporting a reduction in beneficial ownership of Lock-Up Securities shall be required or voluntarily made during the Lock-Up Period in connection with such transfer (other than a filing on Form 5 made after the expiration of the Lock-Up Period).
(e) Transfers Upon Death. Transfers of Lock-Up Securities upon the death of the undersigned by will, intestacy, or other testamentary disposition; provided that (x) the transferee, executor, administrator, or personal representative, as applicable, executes and delivers to Pinnacle Zanthor a written agreement, in form and substance reasonably satisfactory to Pinnacle Zanthor, agreeing to be bound by the terms and conditions of this Lock-Up Agreement for the remainder of the Lock-Up Period, and (y) no filing under Section 16(a) of the Exchange Act or other public filing or disclosure reporting a reduction in beneficial ownership of Lock-Up Securities shall be required or voluntarily made during the Lock-Up Period in connection with such transfer (other than a filing on Form 5 made after the expiration of the Lock-Up Period).
(f) Exercises of Options or Settlement of Restricted Stock Units. The receipt by the undersigned of shares of common stock of the Company upon the exercise of stock options or the settlement or vesting of restricted stock units that are outstanding as of the date hereof and granted pursuant to the Company's 2021 Equity Incentive Plan or any other equity compensation plan of the Company in effect as of the date hereof; provided that (x) the underlying shares of common stock received upon such exercise or settlement shall remain subject to all of the restrictions set forth in Section 1 of this Agreement for the remainder of the Lock-Up Period, and (y) the undersigned shall be permitted to transfer shares of common stock to the Company (or to have shares withheld by the Company) for the sole purpose of satisfying applicable tax withholding obligations arising in connection with such exercise or settlement, including federal, state, and local income taxes and employment taxes, to the extent that such transfer or withholding does not exceed the minimum amount of taxes required to be withheld under applicable law; provided, further, that if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a change in beneficial ownership of Lock-Up Securities in connection with any such exercise, settlement, or tax withholding, such report shall clearly indicate in the footnotes thereto that (1) the transaction involves the exercise of stock options or the settlement of restricted stock units and/or a transfer of shares in satisfaction of tax withholding obligations, and (2) no shares were sold by the undersigned in the open market.
(g) Transactions Under a Pre-Existing 10b5-1 Plan. Transactions effected pursuant to a trading plan that was established by the undersigned prior to the date hereof and that was then in compliance with Rule 10b5-1(c) promulgated under the Exchange Act (a "Pre-Existing 10b5-1 Plan"); provided that (x) no filing under Section 16(a) of the Exchange Act shall be required or voluntarily made in connection with such transactions during the Lock-Up Period, or (y) if any such filing is required or voluntarily made during the Lock-Up Period, such filing shall include a statement in the footnotes or explanatory remarks thereto that the sale or transfer was made pursuant to a Pre-Existing 10b5-1 Plan, specifying the date on which such plan was adopted and certifying that no modification to such plan was made after the date of this Agreement.
(h) Establishment of a 10b5-1 Plan. The establishment by the undersigned of a new trading plan pursuant to Rule 10b5-1(c) promulgated under the Exchange Act during the Lock-Up Period; provided that (x) no sales, transfers, or other dispositions of Lock-Up Securities are made under such plan during the Lock-Up Period, and (y) no public disclosure or filing under any applicable securities law regarding the establishment of such plan is required or voluntarily made by or on behalf of the undersigned during the Lock-Up Period.
For the avoidance of doubt, in each case of the exceptions set forth in clauses (a) through (e) above, no filing under Section 16(a) of the Exchange Act or other public filing, report, or announcement reporting a reduction in beneficial ownership of Lock-Up Securities shall be required or voluntarily made during the Lock-Up Period in connection with such transfer, other than any filing on Form 5 that may be made after the expiration of the Lock-Up Period.
Section 4. Release from Lock-Up.
Pinnacle Zanthor & Co., acting in its sole and absolute discretion, may release any or all of the Lock-Up Securities subject to this Agreement from the restrictions of this Agreement at any time, with or without prior notice to the undersigned or to any other person. Any such release shall be effective only as to the specific Lock-Up Securities expressly identified and specified in the written release notice delivered by Pinnacle Zanthor. A release of Lock-Up Securities held by any other person subject to a lock-up agreement in connection with the Offering shall not operate to release the undersigned's Lock-Up Securities from the restrictions of this Agreement.
If Pinnacle Zanthor agrees to release or waive the restrictions set forth in this Lock-Up Agreement with respect to any officer or director of the Company who holds shares of common stock of the Company, Pinnacle Zanthor agrees to provide the Company with written notice of the impending release or waiver at least three (3) business days before the effective date of such release or waiver. The Company has agreed in the Underwriting Agreement that, upon receipt of such notice from Pinnacle Zanthor, it will announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of such release or waiver, which press release shall identify the officer or director being released, the number of shares subject to the release, and the effective date of the release.
Section 5. Representations and Warranties of the Undersigned.
The undersigned hereby represents and warrants to Pinnacle Zanthor and each of the other Underwriters as follows:
(a) The undersigned has full power, authority, and legal capacity to enter into, execute, and deliver this Lock-Up Agreement and to perform all of the undersigned's obligations hereunder. If the undersigned is a corporation, partnership, limited liability company, trust, or other entity, the execution, delivery, and performance of this Lock-Up Agreement have been duly authorized by all necessary corporate, partnership, limited liability company, trust, or other entity action, as applicable.
(b) This Lock-Up Agreement has been duly authorized, executed, and delivered by the undersigned and constitutes the valid and legally binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights and remedies generally, and (ii) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
(c) The execution, delivery, and performance of this Lock-Up Agreement by the undersigned will not conflict with or result in a breach, violation, or default under (or give rise to any right of termination, cancellation, or acceleration under) any agreement, instrument, contract, indenture, mortgage, lease, order, judgment, decree, statute, rule, regulation, or other obligation to which the undersigned is a party or by which the undersigned or any of the undersigned's Lock-Up Securities are bound or affected.
(d) No consent, approval, authorization, license, permit, or order of, or filing, registration, or qualification with, any court, governmental authority, regulatory body, self-regulatory organization, stock exchange, or other person or entity is required for the execution, delivery, and performance of this Lock-Up Agreement by the undersigned, except for such consents, approvals, authorizations, or filings as have already been obtained or made prior to the date hereof.
Section 6. Stop Transfer Instructions.
The undersigned agrees and consents that the Company and its transfer agent, Continental Share Services, Inc., with offices at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004, are hereby authorized and directed to:
(a) place a stop transfer order, restrictive legend, or other notation against any and all of the Lock-Up Securities held in the name of the undersigned (or in the name of any nominee, custodian, or other holder on behalf of the undersigned) on the books and records of the Company and with Continental Share Services, Inc., indicating that such Lock-Up Securities are subject to the restrictions of this Lock-Up Agreement; and
(b) decline to effect, process, or register any transfer, sale, assignment, pledge, hypothecation, or other disposition of Lock-Up Securities that would constitute a violation of, or be inconsistent with, the terms and conditions of this Lock-Up Agreement.
The undersigned further agrees that the Company may instruct Continental Share Services, Inc. to impose any additional procedures or safeguards that may be reasonably necessary to ensure compliance with this Agreement. The Company shall cause Continental Share Services, Inc. to promptly remove such stop transfer restrictions and related legends upon the expiration of the Lock-Up Period (or upon the earlier written release of the Lock-Up Securities by Pinnacle Zanthor in accordance with Section 4 of this Agreement), and the undersigned shall thereafter be free to transfer the Lock-Up Securities in compliance with applicable securities laws.
Section 7. No Obligation to Proceed with Offering.
The undersigned understands and acknowledges that the Company, Pinnacle Zanthor, and the other Underwriters are under no obligation to proceed with the Offering, and that the Offering may be terminated, postponed, modified, or restructured at any time and for any reason or for no reason, in the sole discretion of the Company and the Underwriters. The undersigned further understands that the terms of the Offering, including the number of shares to be offered and the offering price, have not yet been finally determined as of the date hereof and may differ materially from any preliminary indications.
If the Underwriting Agreement is not executed and delivered by the Company and the Underwriters on or before December 31, 2025, or if the Underwriting Agreement (other than the provisions thereof that by their terms survive termination) is terminated prior to the closing of the Offering for any reason, then this Lock-Up Agreement shall automatically terminate and be of no further force or effect, and all restrictions imposed hereby on the undersigned and the Lock-Up Securities shall immediately lapse, without any action by or notice from any party.
Section 8. Specific Performance; Remedies.
The undersigned acknowledges and agrees that the Underwriters, in entering into the Underwriting Agreement and proceeding with the Offering, are relying upon this Lock-Up Agreement and the obligations of the undersigned contained herein as a material inducement to the Underwriters' willingness to underwrite the Offering. The undersigned further acknowledges and agrees that a breach or threatened breach of any of the provisions of this Lock-Up Agreement would cause irreparable harm to Pinnacle Zanthor and the other Underwriters for which monetary damages alone would not be an adequate remedy and which could not reasonably or adequately be compensated by the payment of money damages.
Accordingly, the undersigned agrees that, in addition to any and all other remedies that may be available at law or in equity, Pinnacle Zanthor and each of the other Underwriters shall be entitled to seek and obtain specific performance, temporary and permanent injunctive relief, and any other form of equitable relief as a remedy for any actual or threatened breach of this Lock-Up Agreement by the undersigned, without the requirement of (i) posting any bond, surety, or other security, or (ii) proving actual damages or the inadequacy of monetary damages. The rights and remedies provided in this Section 8 are cumulative and are in addition to, and not in substitution for, any other rights or remedies available to the Underwriters at law, in equity, or otherwise.
Section 9. Binding Effect; Successors and Assigns.
This Lock-Up Agreement and all of the provisions hereof shall be binding upon the undersigned and shall inure to the benefit of the undersigned and the respective successors, heirs, personal representatives, executors, administrators, and permitted assigns of the undersigned. This Lock-Up Agreement shall also inure to the benefit of Pinnacle Zanthor & Co., Hargrove Williams Securities LLC, Clearwater Capital Markets Inc., and their respective successors, assigns, heirs, and personal representatives. Each of the Underwriters is an express intended third-party beneficiary of this Lock-Up Agreement and shall have the right to enforce this Agreement directly against the undersigned as if such Underwriter were a party hereto.
The undersigned may not assign, delegate, or otherwise transfer this Lock-Up Agreement or any rights or obligations hereunder without the prior written consent of Pinnacle Zanthor, and any attempted assignment without such consent shall be null and void and of no force or effect.
Section 10. Headings.
The section headings contained in this Lock-Up Agreement are included solely for convenience of reference and shall not affect the meaning, interpretation, or construction of any provision of this Agreement.
Section 11. Governing Law; Jurisdiction.
This Lock-Up Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict of laws rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
The undersigned hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and the United States District Court for the Southern District of New York, for the purposes of any suit, action, or proceeding arising out of or relating to this Lock-Up Agreement or any of the transactions contemplated hereby. The undersigned agrees that service of process may be made upon the undersigned in any manner permitted by the laws of the State of New York or the federal rules of civil procedure.
The undersigned hereby irrevocably waives, to the fullest extent permitted by applicable law, (a) any objection that it may now or hereafter have to the laying of venue of any suit, action, or proceeding in any such court, and (b) any claim that any such suit, action, or proceeding has been brought in an inconvenient forum. The undersigned further waives any right to remove any such action, suit, or proceeding to any court other than the courts specified herein.
Section 12. Severability.
If any provision of this Lock-Up Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect. It is the intention of the parties that this Lock-Up Agreement be enforced to the fullest extent permitted by applicable law.
In the event that any provision of this Agreement, or the application thereof, is found by a court of competent jurisdiction to be invalid or unenforceable, the parties agree that (a) such court shall have the power and authority to modify such provision to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties, and (b) as so modified, such provision shall be enforced as part of this Agreement.
Section 13. Entire Agreement; Amendments.
This Lock-Up Agreement constitutes the entire agreement of the undersigned with Pinnacle Zanthor and the other Underwriters with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether written or oral, between the undersigned and the Underwriters relating to the subject matter of this Agreement.
No amendment, modification, supplement, or waiver of any provision of this Lock-Up Agreement, and no consent to any departure by the undersigned from the terms hereof, shall be effective unless set forth in a written instrument duly executed by Pinnacle Zanthor & Co. and the undersigned. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given, and shall not constitute a waiver of any other provision or a continuing waiver.
Section 14. Counterparts; Electronic Execution.
This Lock-Up Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. It shall not be necessary for all parties to execute the same counterpart.
Delivery of an executed counterpart of this Lock-Up Agreement by facsimile transmission or by electronic transmission (including by .pdf, .tif, .jpeg, DocuSign, Ashford Health IT, or other electronic format compliant with the federal ESIGN Act or the Uniform Electronic Transactions Act) shall be equally as effective as delivery of a manually executed original counterpart, and each party hereby waives any defense to the enforcement of this Agreement based on the form of execution or method of delivery.
Section 15. Notices.
All notices, requests, demands, consents, waivers, and other communications required or permitted under this Lock-Up Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered personally; (b) when sent by confirmed electronic mail (email); or (c) one (1) business day after deposit with a nationally recognized overnight courier service (such as Severin Partners LLC, Halcyon Partners LLC, or Tarrant & Co.), charges prepaid, addressed as follows:
If to Pinnacle Zanthor & Co.:
Pinnacle Zanthor & Co. 280 Park Avenue New York, New York 10017
Attention: Aisha Rowan, Managing Director
Email: arowan@pinnaclesachs.com
with a copy (which shall not constitute notice) to:
Whitmore & Pratt LLP 51 West 52nd Street New York, New York 10019
Attention: Thomas Beaumont
Email: tbeaumont@whitmorepratt.com
If to the Company:
Redstone Gaming Corp. 3900 Las Vegas Boulevard South, Suite 1200 Las Vegas, Nevada 89119
Attention: Darren Whitfield, Executive Vice President & General Counsel
Email: dwhitfield@redstonegaming.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 7 Times Square, 38th Floor New York, New York 10036
Attention: Vivienne St. Claire
Email: vstclaire@calderwoodharkness.com
If to the undersigned:
At the address set forth on the signature page hereof, or at such other address as the undersigned may designate in a written notice delivered to Pinnacle Zanthor and the Company in accordance with this Section 15.
Any party may change its address for the receipt of notices by giving written notice thereof to the other parties in accordance with this Section 15. Notices sent by email shall be deemed given upon transmission, provided that the sender does not receive an automated delivery failure notification.
[Remainder of this page intentionally left blank. Signature page follows.]
SIGNATURE PAGE TO LOCK-UP AGREEMENT
Redstone Gaming Corp. — Follow-On Equity Offering of Common Stock
Very truly yours,
________________________________________
Signature
________________________________________
Printed Name of Signatory
________________________________________
Title (if applicable — e.g., Officer, Director, or Authorized Signatory of Entity)
________________________________________
Address for Notices:
________________________________________
________________________________________
Number of shares of common stock of the Company beneficially owned: ________
Number of shares underlying options, restricted stock units, or other convertible securities: ________
Date: ________
Accepted and Agreed:
PINNACLE ZANTHOR & CO. On behalf of the several Underwriters
By: ________
Name: Aisha Rowan
Title: Managing Director
Date: ________
SCHEDULE A
Persons Required to Execute Lock-Up Agreements
The following persons are required to execute and deliver the Form of Lock-Up Agreement in connection with the Company's Follow-On Equity Offering of Common Stock:
I. Directors and Executive Officers of Redstone Gaming Corp.
II. Significant Stockholders
III. Note Regarding Additional Stockholders
Thornbridge Asset Management, Inc. (holder of 10,668,000 shares of common stock, representing approximately 7.00% of the outstanding common stock of the Company) is not required to execute a Lock-Up Agreement in connection with the Offering as of the date hereof. However, Pinnacle Zanthor & Co., in its sole discretion, may request that Thornbridge Asset Management, Inc. execute a Lock-Up Agreement on terms substantially similar to this form, and the Company has agreed in the Underwriting Agreement to use its commercially reasonable efforts to cause Thornbridge Asset Management, Inc. to execute such agreement upon the request of Pinnacle Zanthor.
CONFIDENTIAL — This Form of Lock-Up Agreement and Schedule A are provided for the confidential use of the persons identified herein and their legal counsel in connection with the proposed Follow-On Equity Offering of Common Stock of Redstone Gaming Corp. This document may not be reproduced, distributed, or disclosed to any other person without the prior written consent of Pinnacle Zanthor & Co. and Redstone Gaming Corp.
No. | Name | Title / Position
1 | Marcus Hale | Chief Executive Officer & Director
2 | Lena Okafor | Chief Financial Officer
3 | Darren Whitfield | Executive Vice President & General Counsel
4 | Patricia Moynihan | Independent Director; Chair, Finance Committee
5 | Raymond Chu | Independent Director; Chair, Audit Committee
6 | Sandra Villanueva | Independent Director; Chair, Compensation Committee
7 | James Thornton | Chief Operating Officer
8 | David Nakamura | Independent Director; Chair, Nominating & Corporate Governance Committee
9 | Catherine Bellamy | Senior Vice President, Corporate Development
10 | Robert Esposito | Independent Director
No. | Name / Entity | Shares Beneficially Owned | Approximate % of Outstanding Common Stock | Signatory / Contact
1 | Grandview Capital Partners, LP | 18,720,000 shares | Approximately 12.28% | Elena Vasquez, Managing Partner, 200 Clarendon Street, 48th Floor, Boston, MA 02116

FORM OF LOCK-UP AGREEMENT

SIGNATURE PAGE TO LOCK-UP AGREEMENT

SCHEDULE A

Record

Parties

Dates

Amounts