1033-00002 · Redstone Gaming Corp · Transaction Documents/Underwriting Agreement

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UNDERWRITING AGREEMENT

Execution Version

October 28, 2025

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UNDERWRITING AGREEMENT

This UNDERWRITING AGREEMENT (this "Agreement") is dated as of October 28, 2025, by and among:

REDSTONE GAMING CORP., a corporation duly organized and existing under the laws of the State of Delaware (the "Company");

and

PINNACLE ZANTHOR & CO., HARGROVE WILLIAMS SECURITIES LLC, and CLEARWATER CAPITAL MARKETS INC., as the several Underwriters named in Schedule I hereto (each, an "Underwriter" and, collectively, the "Underwriters"), acting through Pinnacle Zanthor & Co. as the representative of the several Underwriters (in such capacity, the "Representative").

The Company and the Underwriters are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

INTRODUCTORY RECITALS

WHEREAS, the Company has filed with the Securities and Exchange Commission (the "Commission" or "SEC") a registration statement on Form S-3 (File No. 333-278401) (the "Initial Registration Statement"), which was originally filed on March 14, 2024 and was declared effective by the Commission on March 28, 2024, with an initial shelf capacity of $750,000,000 of securities, including common stock, preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts, and units, or any combination thereof, for the registration of securities under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the Commission promulgated thereunder (the "Rules and Regulations");

WHEREAS, pursuant to the Initial Registration Statement, the Company previously completed a takedown offering of $200,000,000 aggregate principal amount of 5.875% Senior Notes due 2031 in September 2024, leaving a remaining shelf capacity of approximately $550,000,000 prior to the offering contemplated hereby;

WHEREAS, the Initial Registration Statement, as amended by any post-effective amendments thereto, including all documents incorporated by reference therein, and including any Rule 462(b) registration statement, is herein referred to as the "Registration Statement"; the base prospectus included as part of the Registration Statement, including all documents incorporated by reference therein, is herein referred to as the "Base Prospectus"; and the Company has prepared a preliminary prospectus supplement dated October 6, 2025 (the "Preliminary Prospectus Supplement"), which, together with the Base Prospectus, is herein referred to as the "Preliminary Prospectus," and has been or will be filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act;

WHEREAS, the Company will prepare and file a final prospectus supplement (the "Final Prospectus Supplement"), which, together with the Base Prospectus, is herein referred to as the "Prospectus," to be filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act;

WHEREAS, the Company proposes to issue and sell to the several Underwriters an aggregate of 6,557,377 shares of the Company's common stock, par value $0.001 per share (the "Firm Shares"), and, solely for the purpose of covering over-allotments, if any, in connection with the offering, the Company proposes to grant to the several Underwriters an option (the "Over-Allotment Option") to purchase up to 983,606 additional shares of common stock (the "Option Shares" and, together with the Firm Shares, the "Shares"), upon the terms and subject to the conditions set forth herein;

WHEREAS, the Company's common stock is listed on the New York Stock Exchange (the "NYSE") under the ticker symbol "RDGM" (CIK No. 0001847293; CUSIP: 76134Q 108);

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Applicable Time" means 4:30 p.m. (Eastern Time) on the date of this Agreement (or such other time as may be agreed upon by the Company and the Representative).

"Disclosure Package" means (i) the Preliminary Prospectus, as most recently amended or supplemented prior to the Applicable Time, (ii) the Pricing Information set forth in Schedule II hereto, and (iii) each Issuer Free Writing Prospectus (as defined herein) listed on Schedule IV hereto.

"Free Writing Prospectus" means a free writing prospectus as defined in Rule 405 under the Securities Act.

"Issuer Free Writing Prospectus" means an issuer free writing prospectus as defined in Rule 433 under the Securities Act.

"Pricing Information" means the information set forth in Schedule II hereto, including the public offering price per share, the underwriting discount per share, and the number of Firm Shares and Option Shares.

"Registration Statement" shall have the meaning ascribed to such term in the recitals to this Agreement and shall include any post-effective amendments thereto, together with all exhibits and schedules thereto and all documents incorporated by reference therein, as of the time when the Registration Statement (or any such amendment) became effective, and any Rule 462(b) registration statement.

"Prospectus" shall have the meaning ascribed to such term in the recitals to this Agreement and shall include any amendment or supplement thereto and all documents incorporated by reference therein.

"Material Adverse Effect" shall have the meaning ascribed to such term in Section 21 of this Agreement.

SECTION 1: REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to, and agrees with, each of the several Underwriters as of the date hereof and as of the Closing Date (as defined in Section 2(c) hereof) as follows:

Section 1(a): Organization and Good Standing

The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, with Delaware Charter File No. 7291845. The Company has the corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package, and the Prospectus. The Company is headquartered at 3900 Las Vegas Boulevard South, Suite 1200, Las Vegas, Nevada 89119. The Company's registered agent in the State of Delaware is Capitol Corporate Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 1(b): Subsidiaries

The Company has one subsidiary: RedBet Digital LLC, a Nevada limited liability company ("RedBet Digital"), which is a wholly-owned subsidiary of the Company. RedBet Digital is duly organized, validly existing, and in good standing under the laws of the State of Nevada and has full limited liability company power and authority to own, lease, and operate its properties and to conduct its business as currently conducted and as described in the Registration Statement, the Disclosure Package, and the Prospectus. All of the outstanding equity interests of RedBet Digital are owned by the Company, directly or indirectly, free and clear of any liens, encumbrances, equities, claims, security interests, voting agreements, pledges, charges, or other restrictions of any kind whatsoever, and all such equity interests have been duly authorized and validly issued and are fully paid and non-assessable. There are no outstanding options, warrants, rights, subscriptions, agreements, or commitments of any kind relating to the issuance, sale, or transfer of any equity interests of RedBet Digital, and no agreement, understanding, or arrangement exists with respect to any of the foregoing. Except for RedBet Digital, the Company does not own, directly or indirectly, any equity interest in any other corporation, partnership, joint venture, limited liability company, or other entity.

Section 1(c): Capitalization

The authorized capital stock of the Company consists of (i) 300,000,000 shares of common stock, par value $0.001 per share ("Common Stock"), and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share ("Preferred Stock"), none of which shares of Preferred Stock are issued or outstanding as of the date hereof. As of the date of this Agreement, (A) 152,400,000 shares of Common Stock are issued and outstanding, (B) 4,200,000 shares of Common Stock are held in the Company's treasury, and (C) 3,850,000 shares of Common Stock are reserved for issuance upon exercise of outstanding options granted under the Company's 2021 Equity Incentive Plan (the "Equity Plan") at a weighted-average exercise price of $19.72 per share. All outstanding shares of Common Stock have been duly authorized, validly issued, and are fully paid and non-assessable, and have been issued in compliance with all applicable federal and state securities laws. After giving effect to the issuance of the Firm Shares (without exercise of the Over-Allotment Option), 158,957,377 shares of Common Stock will be issued and outstanding. After giving effect to the issuance of the Firm Shares and the full exercise of the Over-Allotment Option, 159,940,983 shares of Common Stock will be issued and outstanding. No preemptive rights, rights of first refusal, co-sale rights, tag-along rights, drag-along rights, or other similar rights exist with respect to the Shares or the issuance and sale thereof. Except as described in this Section 1(c) or in the Disclosure Package, as of the date hereof, there are no outstanding options, warrants, rights, subscriptions, agreements, contracts, commitments, obligations, calls, or demands of any kind relating to the issuance, sale, purchase, or redemption of, or the voting rights with respect to, any shares of capital stock or other equity interests of the Company.

Section 1(d): Authorization and Validity of the Shares

The Shares to be issued and sold by the Company hereunder have been duly authorized by all necessary corporate action on the part of the Company, including resolutions of the Board of Directors of the Company adopted at a duly convened meeting held on September 30, 2025, at which a quorum was present and acting throughout. In connection with such resolutions, the Board of Directors established a Pricing Committee (the "Pricing Committee") consisting of Marcus Hale (Chief Executive Officer and Director), Lena Okafor (Chief Financial Officer), and Patricia Moynihan (Independent Director and Chair of the Finance Committee), and authorized the Pricing Committee to set the final public offering price (subject to a floor of $25.00 per share) and the final number of shares to be issued and sold in the offering (subject to a maximum of 8,000,000 shares, inclusive of any Option Shares). The Pricing Committee has approved the final terms of the offering as set forth in Schedule II hereto. The Shares, when issued and delivered by the Company against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid, and non-assessable, and will not be subject to any preemptive rights, rights of first refusal, or other similar rights. The issuance of the Shares is not subject to any preemptive rights or rights of first refusal arising under any applicable law, the Company's Certificate of Incorporation, as amended (the "Certificate of Incorporation"), the Company's Amended and Restated Bylaws (the "Bylaws"), or any agreement or instrument to which the Company is a party or by which it is bound.

Section 1(e): Authorization of this Agreement

This Agreement has been duly authorized, executed, and delivered by the Company and constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws affecting creditors' rights generally, and (ii) general principles of equity, whether considered in a proceeding at law or in equity (collectively, the "Enforceability Exceptions").

Section 1(f): Registration Statement and Prospectus

The Registration Statement has been declared effective by the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or are pending or, to the Company's knowledge, threatened by the Commission. The Registration Statement and the Prospectus, at all relevant times (including the time the Registration Statement became effective, the date of this Agreement, the Applicable Time, and the Closing Date), comply and will comply in all material respects with the applicable requirements of the Securities Act and the Rules and Regulations. The Registration Statement does not, and any amendment thereto will not, as of the applicable effective date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus does not, and any amendment or supplement thereto will not, as of its date and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The foregoing representations and warranties in this Section 1(f) do not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein.

Section 1(g): Disclosure Package

As of the Applicable Time, the Disclosure Package did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. Each Issuer Free Writing Prospectus listed on Schedule IV hereto, as of its date and as of the Applicable Time, did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, when considered together with the Disclosure Package as of the Applicable Time.

Section 1(h): Incorporated Documents

All documents incorporated by reference in the Registration Statement, the Disclosure Package, and the Prospectus, at the time they were filed with the Commission (or, if any such document was amended or superseded by a filing prior to the date of this Agreement, at the time of such amending or superseding filing), complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Commission promulgated thereunder, and none of such documents, at the time they were so filed, 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, in light of the circumstances under which they were made, not misleading. Without limiting the generality of the foregoing, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "2024 10-K"), as amended by the Company's Form 10-K/A filed with the Commission on July 15, 2025, complied in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and did not, as of the date of its filing (or, in the case of the Form 10-K/A, as of the date of such filing), contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Section 1(i): Financial Statements

The consolidated financial statements of the Company (together with the related notes and schedules thereto) incorporated by reference in the Registration Statement, the Disclosure Package, and the Prospectus present fairly, in all material respects, the financial position of the Company and its consolidated subsidiary as of the dates indicated and the results of operations, changes in stockholders' equity, and cash flows of the Company and its consolidated subsidiary for the periods specified therein. Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis throughout the periods involved, except as otherwise noted therein, and the supporting schedules, if any, incorporated by reference in the Registration Statement present fairly the information required to be stated therein. For the fiscal year ended December 31, 2024, the Company reported total revenues of $2,470,000,000, Adjusted EBITDA of $612,000,000, and net income of $187,000,000, as set forth in the 2024 10-K (as amended). The consolidated financial statements of the Company incorporated by reference in the Registration Statement have been audited by Kaplan Feld & Associates LLP, an independent registered public accounting firm, as stated in their report thereon, which report is incorporated by reference in the Registration Statement. Kaplan Feld & Associates LLP is an independent registered public accounting firm with respect to the Company within the meaning of the Securities Act and the Rules and Regulations and the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States). No other financial statements or schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package, or the Prospectus.

Section 1(j): No Material Adverse Change

Since December 31, 2024, the date of the most recent audited financial statements of the Company incorporated by reference in the Registration Statement, the Disclosure Package, and the Prospectus, there has been no Material Adverse Effect (whether or not arising in the ordinary course of business), except as set forth in or contemplated by the Disclosure Package. Since December 31, 2024, except as set forth in or contemplated by the Disclosure Package, the Company has not (i) incurred any material liability or obligation, direct or contingent, (ii) entered into any material transaction not in the ordinary course of business, or (iii) declared, ordered, paid, or made any dividend or distribution of any kind on its capital stock.

Section 1(k): Absence of Litigation

Except as described in the Disclosure Package, there is no action, suit, proceeding, inquiry, arbitration, investigation, litigation, or governmental proceeding pending or, to the Company's knowledge, threatened against or affecting the Company or any of its subsidiaries, or to which any of the Company's or any subsidiary's properties is subject, before or by any court, arbitrator, governmental body, agency, or official, domestic or foreign, that (i) would reasonably be expected to have a Material Adverse Effect or (ii) would reasonably be expected to materially and adversely affect the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by the Registration Statement, the Disclosure Package, and the Prospectus. The Company is not a party to or subject to the provisions of any injunction, judgment, decree, or order of any court, arbitrator, regulatory body, administrative agency, or other governmental body that would reasonably be expected to have a Material Adverse Effect.

Section 1(l): Compliance with Laws

The Company and each of its subsidiaries are in compliance in all material respects with all applicable federal, state, local, and foreign laws, statutes, rules, regulations, ordinances, codes, and orders applicable to the conduct of their respective businesses and the ownership and operation of their respective properties, except where such non-compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any notice of any violation or alleged violation of any such law, statute, rule, regulation, ordinance, code, or order that remains unresolved and that would reasonably be expected to have a Material Adverse Effect.

Section 1(m): Gaming Regulatory Compliance

The Company and its subsidiaries hold all gaming licenses, permits, findings of suitability, registrations, approvals, authorizations, and other governmental approvals (collectively, "Gaming Approvals") necessary for the conduct of their respective businesses as currently conducted and as described in the Disclosure Package, including without limitation:

(i) Nevada Gaming Commission License No. NGC-2019-04172, issued by the Nevada Gaming Commission and the Nevada Gaming Control Board;

(ii) New Jersey Division of Gaming Enforcement License No. NJDGE-2020-1138, issued by the New Jersey Casino Control Commission and the New Jersey Division of Gaming Enforcement;

(iii) Mississippi Gaming Commission License No. MGC-2018-0623, issued by the Mississippi Gaming Commission;

in each case, such Gaming Approvals are in full force and effect and the Company and its subsidiaries are in material compliance with all terms, conditions, and requirements thereof. The Company has timely filed all required reports and disclosures with each applicable gaming regulatory authority.

The Company has the following gaming license applications currently pending:

(i) an application filed with the Louisiana Gaming Control Board on August 12, 2025, in connection with the Company's planned casino-resort development in Bossier City, Louisiana; and

(ii) an application filed with the Indiana Gaming Commission on September 5, 2025, in connection with the Company's planned renovation and rebranding of a leased gaming facility in Gary, Indiana.

No proceedings are pending or, to the Company's knowledge, threatened to revoke, suspend, condition, limit, restrict, or not renew any Gaming Approval held by the Company or any of its subsidiaries. To the Company's knowledge (after due inquiry of the Company's regulatory affairs personnel), no gaming regulatory authority has initiated or is conducting any investigation of the Company or any of its subsidiaries, directors, or officers that would reasonably be expected to result in the revocation, suspension, conditioning, limitation, or non-renewal of any Gaming Approval held by the Company or any of its subsidiaries, except as described in the Disclosure Package. The representation in the immediately preceding sentence is given on a knowledge-qualified basis, reflecting the negotiated position of the Parties (as discussed between Calderwood & Harkness LLP and Whitmore & Pratt LLP), in recognition of the fact that gaming regulatory investigations are frequently conducted on a confidential basis and the Company may not in all cases be aware of the existence of such investigations.

Section 1(n): No Conflicts

The execution, delivery, and performance of this Agreement by the Company, the issuance and sale of the Shares, and the consummation of the transactions contemplated herein do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, the Certificate of Incorporation or the Bylaws of the Company, (ii) conflict with or result in a breach or violation of, or constitute a default under (or an event that, with notice or lapse of time or both, would constitute a default under), or result in the creation or imposition of any lien, charge, or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement, lease, or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, or (iii) result in any violation of any law, statute, rule, regulation, judgment, order, or decree of any court, regulatory body, administrative agency, governmental body, arbitrator, or other authority having jurisdiction over the Company or any of its subsidiaries or any of their respective properties or assets, except, in the case of clauses (ii) and (iii), for such conflicts, breaches, violations, defaults, liens, charges, or encumbrances as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Without limiting the generality of the foregoing, the execution, delivery, and performance of this Agreement and the issuance and sale of the Shares will not conflict with or result in a breach or default under:

(A) the Indenture, dated as of June 15, 2023, between the Company and Fidelitas Trust Company, N.A., as trustee (the "2028 Notes Indenture"), governing the Company's 6.25% Senior Secured Notes due June 15, 2028 ($325,000,000 aggregate principal amount outstanding as of the date hereof);

(B) the Indenture, dated as of September 20, 2024, between the Company and Fidelitas Trust Company, N.A., as trustee (the "2031 Notes Indenture"), governing the Company's 5.875% Senior Notes due September 20, 2031 ($200,000,000 aggregate principal amount outstanding as of the date hereof); or

(C) the Revolving Credit Agreement, dated as of April 30, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among the Company, the lenders party thereto, and Meridian National Bank, N.A., as administrative agent, providing for revolving credit commitments of $400,000,000 (of which $135,000,000 is currently drawn), maturing on April 30, 2027, and bearing interest at a rate per annum equal to the applicable Term SOFR rate plus 2.50%.

Section 1(o): No Consents Required

No consent, approval, authorization, order, license, registration, qualification, or filing with or of any court, regulatory body, administrative agency, governmental body, or self-regulatory organization is required for the valid authorization, issuance, sale, and delivery of the Shares and the execution, delivery, and performance of this Agreement by the Company, except (i) such as have been obtained or made, (ii) the filing of the Final Prospectus Supplement pursuant to Rule 424(b)(5) under the Securities Act, (iii) the supplemental listing application with the NYSE with respect to the Shares, (iv) such consents, approvals, authorizations, orders, licenses, registrations, qualifications, or filings as may be required under the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares by the Underwriters, and (v) any notifications required to be made to gaming regulatory authorities in connection with the issuance and sale of the Shares, in each case that will be obtained or filed on or prior to the Closing Date.

Section 1(p): Transfer Agent and Registrar

Continental Share Services, Inc. has been duly appointed as the transfer agent and registrar for the Common Stock. The principal office of Continental Share Services, Inc. is located at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004. The Company is not aware of any default or delinquency in performance by Continental Share Services, Inc. under its transfer agency agreement with the Company.

Section 1(q): NYSE Listing

The outstanding shares of Common Stock are registered under Section 12(b) of the Exchange Act and are listed and admitted to trading on the NYSE. The Shares (including the Option Shares) have been approved for listing on the NYSE, subject only to official notice of issuance. The Company has not received any notification from the NYSE that the Company is not in compliance with the listing or maintenance requirements of the NYSE. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements.

Section 1(r): Tax Matters

The Company and each of its subsidiaries have filed (or have obtained extensions of time for filing) all material federal, state, local, and foreign tax returns required to be filed by them, and all such tax returns are true, correct, and complete in all material respects. The Company and each of its subsidiaries have paid all material taxes shown to be due on such tax returns or otherwise required to be paid by them, and no material tax deficiency has been assessed or proposed or, to the Company's knowledge, threatened against the Company or any of its subsidiaries that has not been settled or otherwise resolved or adequately reserved for. The Company's employer identification number is 88-1034572.

Section 1(s): Insurance

The Company and its subsidiaries maintain insurance, with financially sound and reputable insurers, in such amounts and covering such risks as the Company reasonably believes to be adequate for the conduct of the business of the Company and its subsidiaries and consistent with insurance coverage maintained by companies engaged in similar businesses of comparable size in the same industry. Without limiting the generality of the foregoing, the Company maintains directors' and officers' liability insurance with a policy limit of $75,000,000, issued by Sentinel Risk Underwriters, Inc., Policy No. SRU-DOX-2025-41882, which is in full force and effect as of the date hereof. Neither the Company nor any of its subsidiaries has received notice from any insurer or agent of such insurer that substantial capital improvements or other material expenditures will have to be made in order to continue any such insurance coverage, and all such insurance is in full force and effect.

Section 1(t): Intellectual Property

The Company and its subsidiaries own, or have valid and enforceable rights to use, all patents, patent applications, trademarks, trademark registrations and applications, service marks, service mark registrations and applications, trade names, copyrights, copyright registrations and applications, licenses, trade secrets, domain names, know-how, proprietary information, and other intellectual property rights (collectively, "intellectual Property") material to the conduct of the business of the Company and its subsidiaries as currently conducted and as described in the Registration Statement, the Disclosure Package, and the Prospectus. Without limiting the foregoing, the Company and its subsidiaries own or have valid and enforceable rights to use the RedBet Digital platform and all associated technology, software, and proprietary data. To the Company's knowledge, (i) no third party is infringing, misappropriating, or otherwise violating any intellectual Property owned by the Company or any of its subsidiaries in any manner that would reasonably be expected to have a Material Adverse Effect, and (ii) neither the Company nor any of its subsidiaries is infringing, misappropriating, or otherwise violating any intellectual Property of any third party in any manner that would reasonably be expected to have a Material Adverse Effect.

Section 1(u): Internal Controls and Disclosure Controls

The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and complies in all material respects with the requirements of Rules 13a-15 and 15d-15 under the Exchange Act. The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission's rules and forms and that such information is accumulated and communicated to the Company's management, including the Company's principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Since the date of the most recent evaluation of the Company's disclosure controls and procedures, there have been no significant changes in internal controls over financial reporting or in other factors that could significantly affect internal controls over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses.

Section 1(v): Sarbanes-Oxley Compliance

The Company is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder by the Commission (the "Sarbanes-Oxley Act"), that are in effect as of the date hereof and as of the Closing Date, including, without limitation, Sections 302 and 906 thereof regarding certifications by the Company's Chief Executive Officer and Chief Financial Officer.

Section 1(w): No Stabilization or Manipulation

The Company has not taken, directly or indirectly, any action that is designed to, or that could reasonably be expected to, cause or result in stabilization or manipulation of the price of any security of the Company in connection with the offering of the Shares, and the Company will not take any such action. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the distribution of the Shares, any offering material in connection with the offering and sale of the Shares other than the Registration Statement, the Disclosure Package, the Prospectus, and any Issuer Free Writing Prospectus listed on Schedule IV hereto.

Section 1(x): Investment Company Act

The Company is not, and after giving effect to the offering and sale of the Shares and the application of the net proceeds therefrom as described in the Disclosure Package and the Prospectus under the caption "Use of Proceeds," will not be, required to register as an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder.

Section 1(y): ERISA

The Company and each of its subsidiaries and each of their respective "ERISA Affiliates" (within the meaning of Section 414(b), (c), (m), or (o) of the Internal Revenue Code of 1986, as amended (the "Code")) are in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code, and the regulations and published interpretations thereunder with respect to each "employee benefit plan" (as defined in Section 3(3) of ERISA) established, maintained, or contributed to by the Company, any of its subsidiaries, or any of their respective ERISA Affiliates (each, a "Plan"). No "reportable event" (as defined in Section 4043(c) of ERISA), other than events for which the applicable notice requirements have been waived, has occurred with respect to any Plan that would reasonably be expected to have a Material Adverse Effect. No Plan has any "accumulated funding deficiency" (as defined in Section 302 of ERISA or Section 412 of the Code), whether or not waived, and neither the Company nor any of its ERISA Affiliates has incurred or reasonably expects to incur any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default), in each case that would reasonably be expected to have a Material Adverse Effect.

Section 1(z): Anti-Corruption and Sanctions

Neither the Company nor any of its subsidiaries, nor, to the Company's knowledge, any director, officer, agent, employee, or other person acting on behalf of the Company or any of its subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the UK Bribery Act 2010, or any other applicable anti-bribery or anti-corruption law, or (iv) made any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment. The Company and its subsidiaries have conducted their respective businesses in compliance with all applicable anti-money laundering laws, including, without limitation, the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, and the rules and regulations promulgated thereunder, and all applicable anti-money laundering laws of the jurisdictions in which the Company and its subsidiaries conduct business. Neither the Company nor any of its subsidiaries, nor, to the Company's knowledge, any director, officer, agent, employee, or affiliate of the Company or any of its subsidiaries, is currently the target of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the United Nations Security Council, the European Union, His Majesty's Treasury, or any other relevant governmental authority (collectively, "Sanctions"), nor is the Company or any of its subsidiaries located, organized, or resident in a country or territory that is the subject or target of comprehensive Sanctions (including, as of the date hereof, the Crimea region of Ukraine, Cuba, Iran, North Korea, and Syria). The Company will not, directly or indirectly, use the proceeds of the offering of the Shares, or lend, contribute, or otherwise make available such proceeds to any subsidiary, joint venture partner, or other person or entity, for the purpose of (A) financing the activities of or business with any person or entity that, at the time of such financing, is the target of Sanctions, (B) funding any activities or business in any country or territory that, at the time of such financing, is the subject of comprehensive Sanctions, or (C) in any other manner that will result in a violation by any person (including any person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor, or otherwise) of Sanctions.

SECTION 2: PURCHASE AND SALE OF SHARES

Section 2(a): Agreement to Purchase Firm Shares

Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell to each of the several Underwriters, and each of the several Underwriters agrees, severally and not jointly, to purchase from the Company, the respective number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto, at a purchase price of $26.352 per Firm Share (the "Purchase Price").

The Purchase Price represents the public offering price of $27.45 per share (the "Public Offering Price") less the underwriting discount of $1.098 per share (the "Underwriting discount"), which represents 4.0% of the Public Offering Price.

The total number of Firm Shares to be purchased by the several Underwriters is 6,557,377 shares. The aggregate purchase price for the Firm Shares payable by the several Underwriters to the Company is $172,800,000 (representing aggregate gross proceeds of $180,000,000 less the total Underwriting discount of $7,200,000).

Section 2(b): Over-Allotment Option

The Company hereby grants to the several Underwriters the Over-Allotment Option to purchase, severally and not jointly, up to 983,606 Option Shares, at the Purchase Price per share, for the sole purpose of covering over-allotments, if any, made in connection with the offering and sale of the Firm Shares. The Over-Allotment Option may be exercised, in whole or in part, at any time and from time to time on or before the thirtieth (30th) day after the date of the Prospectus by written notice from the Representative to the Company setting forth the number of Option Shares to be purchased and the date on which such Option Shares are to be delivered (each, an "Option Closing Date"). Upon exercise in full of the Over-Allotment Option, the maximum number of Shares issuable and deliverable by the Company hereunder shall be 7,540,983, and the maximum aggregate gross proceeds to the Company (before deduction of the Underwriting discount and offering expenses) shall be approximately $207,000,000. Each Underwriter's obligation to purchase Option Shares shall be in the same proportion as such Underwriter's Firm Share obligation bears to the total Firm Share obligations of all Underwriters, as set forth in Schedule I hereto, unless the Representative otherwise specifies.

Section 2(c): Payment and Delivery

The closing of the purchase and sale of the Firm Shares (the "Closing") shall take place at 10:00 a.m. (Eastern Time) on October 31, 2025 (the "Closing Date"), or at such other time and date as the Representative and the Company may agree upon in writing, at the offices of Whitmore & Pratt LLP, 51 West 52nd Street, New York, New York 10019, or remotely via the exchange of documents and signatures. The Firm Shares shall be delivered by the Company to the Underwriters through the facilities of The Depository Trust Company ("DTC") in book-entry form, against payment of the aggregate Purchase Price by wire transfer of immediately available funds to the account of the Company, or such other account as the Company shall have specified to the Representative in writing not less than two (2) business days prior to the Closing Date.

Any Option Shares to be purchased by the Underwriters pursuant to the exercise of the Over-Allotment Option shall be delivered on the applicable Option Closing Date, which shall be no later than two (2) business days after the date of the exercise notice delivered by the Representative, unless otherwise agreed to in writing by the Representative and the Company, through the facilities of DTC in book-entry form against payment of the aggregate Purchase Price therefor by wire transfer of immediately available funds. The closing of any purchase of Option Shares shall take place at the offices of Whitmore & Pratt LLP or at such other location as the Representative and the Company may agree.

If the Representative so elects, delivery of the Firm Shares may be made by credit through full fast transfer to the account of the Representative at DTC, or to such other account or accounts as the Representative may direct, in accordance with customary DTC settlement procedures.

SECTION 3: OFFERING BY THE UNDERWRITERS

The several Underwriters propose to offer the Shares to the public at the Public Offering Price of $27.45 per share, as set forth on the cover page of the Prospectus. After the initial public offering of the Shares, the Underwriters may change the Public Offering Price and other selling terms from time to time, without notice to the Company. Any such change shall not affect the Purchase Price to be paid by the Underwriters to the Company.

The Underwriters may offer and sell the Shares to certain selected dealers (who may include the Underwriters) at the Public Offering Price less a selling concession not in excess of $0.659 per share. Such dealers may reallow a concession not in excess of $0.35 per share to certain other dealers. After the initial public offering, the selling concession and reallowance to dealers may be changed by the Underwriters.

The offering and sale of the Shares by the Underwriters shall be conducted in accordance with the plan of distribution described in the Prospectus, including any stabilization activities, short covering transactions, penalty bids, and passive market making under Regulation M of the Exchange Act, as described therein. The Underwriters acknowledge that any stabilization activities must be conducted in accordance with Regulation M under the Exchange Act.

SECTION 4: COVENANTS OF THE COMPANY

The Company covenants and agrees with each of the several Underwriters as follows:

Section 4(a): Prospectus Delivery and Filing

The Company shall file the Prospectus (including the Final Prospectus Supplement) pursuant to Rule 424(b)(5) under the Securities Act within the time period required by Rule 424(b) and Rule 430B under the Securities Act (and in any event not later than the second business day following the date of this Agreement, or such earlier date as may be required by the Rules and Regulations). The Company shall not file any amendment to the Registration Statement or any supplement to the Prospectus unless a copy thereof has been furnished to the Representative a reasonable time prior to such proposed filing and the Representative has not reasonably objected to such filing. The Company shall furnish to the Representative, without charge, such number of copies of the Preliminary Prospectus, the Prospectus (including all amendments and supplements thereto), and any Issuer Free Writing Prospectus as the Representative may reasonably request for purposes contemplated by the Securities Act, the Exchange Act, or the Rules and Regulations.

Section 4(b): Amendments and Supplements

The Company shall promptly notify the Representative (and confirm such notice in writing) of (i) the filing of any amendment or supplement to the Registration Statement or the Prospectus (other than any filing of a document incorporated by reference in the Registration Statement), (ii) any request by the Commission for any amendment to the Registration Statement or any supplement to the Prospectus or for additional information relating thereto, (iii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or the initiation or threatening of any proceeding for such purpose, or the issuance by any state securities commission of any order suspending the qualification or exemption from qualification of the Shares under any state securities or Blue Sky law or the initiation or threatening of any proceeding for such purpose, and (iv) the receipt of any notice regarding the suspension of the qualification of the Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company shall use its reasonable best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof as promptly as possible. The Company shall not file any amendment or supplement to the Registration Statement or the Prospectus (other than any filing of a document incorporated by reference in the Registration Statement that has previously been filed with the Commission pursuant to the Exchange Act) without the prior reasonable consent of the Representative, which consent shall not be unreasonably withheld, conditioned, or delayed.

Section 4(c): Blue Sky Compliance

The Company shall cooperate with the Underwriters and counsel for the Underwriters to qualify or register the Shares for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Representative may designate and shall continue such qualifications in effect so long as reasonably required for the distribution of the Shares; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Section 4(d): Earnings Statement

The Company shall make generally available to its security holders an earnings statement covering at least twelve (12) months beginning after the effective date of the Registration Statement (or the most recent post-effective amendment thereto to become effective prior to or on the date of this Agreement) that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. For the avoidance of doubt, the Company's compliance with the periodic reporting requirements of the Exchange Act shall be deemed to satisfy this covenant.

Section 4(e): Use of Proceeds

The Company shall apply the net proceeds from the sale of the Shares as described in the Disclosure Package and the Prospectus under the caption "Use of Proceeds." Specifically, the Company intends to use the net proceeds of the offering as follows:

(i) Approximately $115,000,000 for Louisiana and Indiana gaming market expansion, allocated as follows:

(A) Approximately $70,000,000 for the development of a casino-resort facility in Bossier City, Louisiana, including land acquisition, construction, gaming equipment, and pre-opening expenses; and

(B) Approximately $45,000,000 for the renovation and rebranding of a leased gaming facility in Gary, Indiana, including capital improvements, technology upgrades, and initial marketing and promotional expenses.

(ii) Approximately $50,000,000 for partial retirement at par of the Company's outstanding 6.25% Senior Secured Notes due June 15, 2028, reducing the outstanding principal amount from $325,000,000 to $275,000,000, pursuant to the optional redemption provisions of the 2028 Notes Indenture.

(iii) The remainder, which is estimated to be approximately $6,450,000, for general corporate purposes, including working capital, potential future strategic acquisitions, and other general corporate needs.

Pending the application of the net proceeds as described above, the Company intends to invest the net proceeds in short-term, interest-bearing, investment-grade securities.

Section 4(f): No Stabilization

The Company will not take, directly or indirectly, any action that would cause or result in, or that could reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company in contravention of Regulation M under the Exchange Act.

Section 4(g): Listing

The Company shall use its reasonable best efforts to cause the Shares (including the Option Shares, if any) to be approved for listing on the NYSE, subject only to official notice of issuance, on or prior to the Closing Date, and shall maintain such listing for so long as any Shares are outstanding.

Section 4(h): Reports

For so long as a prospectus relating to the Shares is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Company shall file on a timely basis all reports, documents, and other information required to be filed by it under the Exchange Act and the rules and regulations of the Commission promulgated thereunder.

Section 4(i): Lock-Up Agreement Compliance

The Company shall enforce the lock-up agreements described in Section 6(f) hereof and shall not release or waive any restriction on transfer set forth in any such lock-up agreement without the prior written consent of the Representative. The Company shall provide the Representative with at least three (3) business days' prior notice of any proposed release or waiver of such restrictions, together with the basis for such proposed release or waiver.

Section 4(j): MNPI Covenant

The Company will not, without the prior written consent of the Representative, disclose to any Underwriter any material nonpublic information ("MNPI") concerning the Company or its subsidiaries unless such Underwriter has agreed in writing to receive such information and to maintain appropriate information barriers and procedures in accordance with applicable law and the internal policies of such Underwriter. This provision reflects the negotiated position of the Parties and is intended to permit the Underwriters to continue to engage in their ordinary course sales and trading activities without restriction during the offering period.

SECTION 5: COVENANTS OF THE UNDERWRITERS

Section 5(a): Regulation M Compliance

Each Underwriter, severally and not jointly, represents, warrants, and covenants that it has complied and will comply with all applicable provisions of Regulation M under the Exchange Act in connection with the offering and sale of the Shares, including, without limitation, the applicable provisions of Rules 101, 102, 103, 104, and 105 of Regulation M, in connection with any stabilization activities, syndicate covering transactions, penalty bids, and passive market making in the Common Stock.

Section 5(b): Offering Restrictions

Each Underwriter, severally and not jointly, represents, warrants, and covenants that it has complied and will comply with all applicable selling restrictions and other requirements of each jurisdiction in which the Shares are offered or sold by such Underwriter, including, without limitation, any applicable requirements of the Financial Industry Regulatory Authority ("FINRA") and any applicable foreign selling restrictions. Without limiting the generality of the foregoing, no Underwriter has offered or sold, or will offer or sell, any Shares in any jurisdiction in which such offer or sale is not permitted.

Section 5(c): Free Writing Prospectuses

No Underwriter shall use or distribute any Free Writing Prospectus (as defined in Rule 405 under the Securities Act) that is not an Issuer Free Writing Prospectus without the prior written consent of the Company, unless such Free Writing Prospectus is in compliance with Rule 433 under the Securities Act and a copy thereof has been furnished to the Company and approved in writing by the Company, which approval shall not be unreasonably withheld, conditioned, or delayed. Each Underwriter that uses or distributes any Free Writing Prospectus (whether or not an Issuer Free Writing Prospectus) agrees that it will not take any action that would result in the Company being required to file with the Commission under Rule 433(d) under the Securities Act a Free Writing Prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be so filed.

SECTION 6: CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS

The obligations of the several Underwriters to purchase and pay for the Firm Shares on the Closing Date, and the Option Shares on any Option Closing Date, shall be subject to the accuracy of the representations and warranties of the Company herein contained, to the performance by the Company of its covenants and obligations hereunder, and to the following additional conditions:

Section 6(a): Effectiveness and No Stop Orders

The Registration Statement shall remain effective under the Securities Act as of the Closing Date (or the applicable Option Closing Date, as the case may be). No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto shall have been issued, and no proceedings for such purpose shall have been instituted or threatened by the Commission. The Prospectus shall have been timely filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act (and in compliance with Section 4(a) hereof). No notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act shall have been received.

Section 6(b): Opinions of Counsel

Section 6(b)(i): Opinion of Issuer's Counsel (Calderwood & Harkness LLP). The Representative shall have received, on and as of the Closing Date, the favorable legal opinion of Calderwood & Harkness LLP, counsel to the Company, dated as of the Closing Date and addressed to the Underwriters, in form and substance satisfactory to the Representative and counsel for the Underwriters. Such opinion shall be rendered as Exhibit 5.1 to the Registration Statement and shall cover up to 7,540,983 shares of Common Stock (representing the maximum number of Shares issuable upon full exercise of the Over-Allotment Option). Such opinion shall reference the resolutions of the Board of Directors of the Company adopted on September 30, 2025 and the resolutions of the Pricing Committee, and shall opine, among other things, that:

(A) the Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware;

(B) the Company has the corporate power and authority to execute, deliver, and perform this Agreement and to issue and sell the Shares;

(C) this Agreement has been duly authorized, executed, and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, subject to the Enforceability Exceptions;

(D) the Shares have been duly authorized by all necessary corporate action on the part of the Company;

(E) the Shares, when issued and delivered against payment therefor as contemplated by this Agreement, will be validly issued, fully paid, and non-assessable, and will not be subject to any preemptive rights or rights of first refusal; and

(F) the issuance and sale of the Shares as contemplated by this Agreement do not require registration under the Securities Act other than as provided in the Registration Statement.

Such opinion may contain such assumptions, qualifications, and limitations as are customary for opinions of this type, including reliance on certificates of officers of the Company and governmental officials.

Section 6(b)(ii): Negative Assurance Letter (10b-5 Letter) from Calderwood & Harkness LLP. The Representative shall have received, on and as of the Closing Date, a negative assurance letter (commonly referred to as a "10b-5 letter") from Calderwood & Harkness LLP, counsel to the Company, dated as of the Closing Date and addressed to the Underwriters, stating that, based on such firm's participation in the preparation of the Registration Statement, the Preliminary Prospectus Supplement, the Prospectus, and the due diligence process (including its review of certain corporate records, documents, and other information, its participation in conferences with officers and other representatives of the Company, the Company's independent registered public accounting firm, and the Representative), and without having undertaken to determine independently or assuming any responsibility for the accuracy, completeness, or fairness of the statements contained in the Registration Statement, the Disclosure Package, or the Prospectus, nothing has come to such firm's attention that causes it to believe that:

(A) the Registration Statement (other than the financial statements and schedules and other financial or statistical data contained therein or incorporated by reference therein, as to which such firm expresses no belief), as of its effective date, contained an untrue statement of a material fact or omitted to state a material f

UNDERWRITING AGREEMENT
Execution Version
October 28, 2025
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UNDERWRITING AGREEMENT
This UNDERWRITING AGREEMENT (this "Agreement") is dated as of October 28, 2025, by and among:
REDSTONE GAMING CORP., a corporation duly organized and existing under the laws of the State of Delaware (the "Company");
and
PINNACLE ZANTHOR & CO., HARGROVE WILLIAMS SECURITIES LLC, and CLEARWATER CAPITAL MARKETS INC., as the several Underwriters named in Schedule I hereto (each, an "Underwriter" and, collectively, the "Underwriters"), acting through Pinnacle Zanthor & Co. as the representative of the several Underwriters (in such capacity, the "Representative").
The Company and the Underwriters are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
INTRODUCTORY RECITALS
WHEREAS, the Company has filed with the Securities and Exchange Commission (the "Commission" or "SEC") a registration statement on Form S-3 (File No. 333-278401) (the "Initial Registration Statement"), which was originally filed on March 14, 2024 and was declared effective by the Commission on March 28, 2024, with an initial shelf capacity of $750,000,000 of securities, including common stock, preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts, and units, or any combination thereof, for the registration of securities under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the Commission promulgated thereunder (the "Rules and Regulations");
WHEREAS, pursuant to the Initial Registration Statement, the Company previously completed a takedown offering of $200,000,000 aggregate principal amount of 5.875% Senior Notes due 2031 in September 2024, leaving a remaining shelf capacity of approximately $550,000,000 prior to the offering contemplated hereby;
WHEREAS, the Initial Registration Statement, as amended by any post-effective amendments thereto, including all documents incorporated by reference therein, and including any Rule 462(b) registration statement, is herein referred to as the "Registration Statement"; the base prospectus included as part of the Registration Statement, including all documents incorporated by reference therein, is herein referred to as the "Base Prospectus"; and the Company has prepared a preliminary prospectus supplement dated October 6, 2025 (the "Preliminary Prospectus Supplement"), which, together with the Base Prospectus, is herein referred to as the "Preliminary Prospectus," and has been or will be filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act;
WHEREAS, the Company will prepare and file a final prospectus supplement (the "Final Prospectus Supplement"), which, together with the Base Prospectus, is herein referred to as the "Prospectus," to be filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act;
WHEREAS, the Company proposes to issue and sell to the several Underwriters an aggregate of 6,557,377 shares of the Company's common stock, par value $0.001 per share (the "Firm Shares"), and, solely for the purpose of covering over-allotments, if any, in connection with the offering, the Company proposes to grant to the several Underwriters an option (the "Over-Allotment Option") to purchase up to 983,606 additional shares of common stock (the "Option Shares" and, together with the Firm Shares, the "Shares"), upon the terms and subject to the conditions set forth herein;
WHEREAS, the Company's common stock is listed on the New York Stock Exchange (the "NYSE") under the ticker symbol "RDGM" (CIK No. 0001847293; CUSIP: 76134Q 108);
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
For purposes of this Agreement, the following terms shall have the meanings set forth below:
"Applicable Time" means 4:30 p.m. (Eastern Time) on the date of this Agreement (or such other time as may be agreed upon by the Company and the Representative).
"Disclosure Package" means (i) the Preliminary Prospectus, as most recently amended or supplemented prior to the Applicable Time, (ii) the Pricing Information set forth in Schedule II hereto, and (iii) each Issuer Free Writing Prospectus (as defined herein) listed on Schedule IV hereto.
"Free Writing Prospectus" means a free writing prospectus as defined in Rule 405 under the Securities Act.
"Issuer Free Writing Prospectus" means an issuer free writing prospectus as defined in Rule 433 under the Securities Act.
"Pricing Information" means the information set forth in Schedule II hereto, including the public offering price per share, the underwriting discount per share, and the number of Firm Shares and Option Shares.
"Registration Statement" shall have the meaning ascribed to such term in the recitals to this Agreement and shall include any post-effective amendments thereto, together with all exhibits and schedules thereto and all documents incorporated by reference therein, as of the time when the Registration Statement (or any such amendment) became effective, and any Rule 462(b) registration statement.
"Prospectus" shall have the meaning ascribed to such term in the recitals to this Agreement and shall include any amendment or supplement thereto and all documents incorporated by reference therein.
"Material Adverse Effect" shall have the meaning ascribed to such term in Section 21 of this Agreement.
SECTION 1: REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to, and agrees with, each of the several Underwriters as of the date hereof and as of the Closing Date (as defined in Section 2(c) hereof) as follows:
Section 1(a): Organization and Good Standing
The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, with Delaware Charter File No. 7291845. The Company has the corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package, and the Prospectus. The Company is headquartered at 3900 Las Vegas Boulevard South, Suite 1200, Las Vegas, Nevada 89119. The Company's registered agent in the State of Delaware is Capitol Corporate Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Section 1(b): Subsidiaries
The Company has one subsidiary: RedBet Digital LLC, a Nevada limited liability company ("RedBet Digital"), which is a wholly-owned subsidiary of the Company. RedBet Digital is duly organized, validly existing, and in good standing under the laws of the State of Nevada and has full limited liability company power and authority to own, lease, and operate its properties and to conduct its business as currently conducted and as described in the Registration Statement, the Disclosure Package, and the Prospectus. All of the outstanding equity interests of RedBet Digital are owned by the Company, directly or indirectly, free and clear of any liens, encumbrances, equities, claims, security interests, voting agreements, pledges, charges, or other restrictions of any kind whatsoever, and all such equity interests have been duly authorized and validly issued and are fully paid and non-assessable. There are no outstanding options, warrants, rights, subscriptions, agreements, or commitments of any kind relating to the issuance, sale, or transfer of any equity interests of RedBet Digital, and no agreement, understanding, or arrangement exists with respect to any of the foregoing. Except for RedBet Digital, the Company does not own, directly or indirectly, any equity interest in any other corporation, partnership, joint venture, limited liability company, or other entity.
Section 1(c): Capitalization
The authorized capital stock of the Company consists of (i) 300,000,000 shares of common stock, par value $0.001 per share ("Common Stock"), and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share ("Preferred Stock"), none of which shares of Preferred Stock are issued or outstanding as of the date hereof. As of the date of this Agreement, (A) 152,400,000 shares of Common Stock are issued and outstanding, (B) 4,200,000 shares of Common Stock are held in the Company's treasury, and (C) 3,850,000 shares of Common Stock are reserved for issuance upon exercise of outstanding options granted under the Company's 2021 Equity Incentive Plan (the "Equity Plan") at a weighted-average exercise price of $19.72 per share. All outstanding shares of Common Stock have been duly authorized, validly issued, and are fully paid and non-assessable, and have been issued in compliance with all applicable federal and state securities laws. After giving effect to the issuance of the Firm Shares (without exercise of the Over-Allotment Option), 158,957,377 shares of Common Stock will be issued and outstanding. After giving effect to the issuance of the Firm Shares and the full exercise of the Over-Allotment Option, 159,940,983 shares of Common Stock will be issued and outstanding. No preemptive rights, rights of first refusal, co-sale rights, tag-along rights, drag-along rights, or other similar rights exist with respect to the Shares or the issuance and sale thereof. Except as described in this Section 1(c) or in the Disclosure Package, as of the date hereof, there are no outstanding options, warrants, rights, subscriptions, agreements, contracts, commitments, obligations, calls, or demands of any kind relating to the issuance, sale, purchase, or redemption of, or the voting rights with respect to, any shares of capital stock or other equity interests of the Company.
Section 1(d): Authorization and Validity of the Shares
The Shares to be issued and sold by the Company hereunder have been duly authorized by all necessary corporate action on the part of the Company, including resolutions of the Board of Directors of the Company adopted at a duly convened meeting held on September 30, 2025, at which a quorum was present and acting throughout. In connection with such resolutions, the Board of Directors established a Pricing Committee (the "Pricing Committee") consisting of Marcus Hale (Chief Executive Officer and Director), Lena Okafor (Chief Financial Officer), and Patricia Moynihan (Independent Director and Chair of the Finance Committee), and authorized the Pricing Committee to set the final public offering price (subject to a floor of $25.00 per share) and the final number of shares to be issued and sold in the offering (subject to a maximum of 8,000,000 shares, inclusive of any Option Shares). The Pricing Committee has approved the final terms of the offering as set forth in Schedule II hereto. The Shares, when issued and delivered by the Company against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid, and non-assessable, and will not be subject to any preemptive rights, rights of first refusal, or other similar rights. The issuance of the Shares is not subject to any preemptive rights or rights of first refusal arising under any applicable law, the Company's Certificate of Incorporation, as amended (the "Certificate of Incorporation"), the Company's Amended and Restated Bylaws (the "Bylaws"), or any agreement or instrument to which the Company is a party or by which it is bound.
Section 1(e): Authorization of this Agreement
This Agreement has been duly authorized, executed, and delivered by the Company and constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws affecting creditors' rights generally, and (ii) general principles of equity, whether considered in a proceeding at law or in equity (collectively, the "Enforceability Exceptions").
Section 1(f): Registration Statement and Prospectus
The Registration Statement has been declared effective by the Commission under the Securities Act. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or are pending or, to the Company's knowledge, threatened by the Commission. The Registration Statement and the Prospectus, at all relevant times (including the time the Registration Statement became effective, the date of this Agreement, the Applicable Time, and the Closing Date), comply and will comply in all material respects with the applicable requirements of the Securities Act and the Rules and Regulations. The Registration Statement does not, and any amendment thereto will not, as of the applicable effective date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus does not, and any amendment or supplement thereto will not, as of its date and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The foregoing representations and warranties in this Section 1(f) do not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein.
Section 1(g): Disclosure Package
As of the Applicable Time, the Disclosure Package did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. Each Issuer Free Writing Prospectus listed on Schedule IV hereto, as of its date and as of the Applicable Time, did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, when considered together with the Disclosure Package as of the Applicable Time.
Section 1(h): Incorporated Documents
All documents incorporated by reference in the Registration Statement, the Disclosure Package, and the Prospectus, at the time they were filed with the Commission (or, if any such document was amended or superseded by a filing prior to the date of this Agreement, at the time of such amending or superseding filing), complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Commission promulgated thereunder, and none of such documents, at the time they were so filed, 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, in light of the circumstances under which they were made, not misleading. Without limiting the generality of the foregoing, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "2024 10-K"), as amended by the Company's Form 10-K/A filed with the Commission on July 15, 2025, complied in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and did not, as of the date of its filing (or, in the case of the Form 10-K/A, as of the date of such filing), contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Section 1(i): Financial Statements
The consolidated financial statements of the Company (together with the related notes and schedules thereto) incorporated by reference in the Registration Statement, the Disclosure Package, and the Prospectus present fairly, in all material respects, the financial position of the Company and its consolidated subsidiary as of the dates indicated and the results of operations, changes in stockholders' equity, and cash flows of the Company and its consolidated subsidiary for the periods specified therein. Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis throughout the periods involved, except as otherwise noted therein, and the supporting schedules, if any, incorporated by reference in the Registration Statement present fairly the information required to be stated therein. For the fiscal year ended December 31, 2024, the Company reported total revenues of $2,470,000,000, Adjusted EBITDA of $612,000,000, and net income of $187,000,000, as set forth in the 2024 10-K (as amended). The consolidated financial statements of the Company incorporated by reference in the Registration Statement have been audited by Kaplan Feld & Associates LLP, an independent registered public accounting firm, as stated in their report thereon, which report is incorporated by reference in the Registration Statement. Kaplan Feld & Associates LLP is an independent registered public accounting firm with respect to the Company within the meaning of the Securities Act and the Rules and Regulations and the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States). No other financial statements or schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package, or the Prospectus.
Section 1(j): No Material Adverse Change
Since December 31, 2024, the date of the most recent audited financial statements of the Company incorporated by reference in the Registration Statement, the Disclosure Package, and the Prospectus, there has been no Material Adverse Effect (whether or not arising in the ordinary course of business), except as set forth in or contemplated by the Disclosure Package. Since December 31, 2024, except as set forth in or contemplated by the Disclosure Package, the Company has not (i) incurred any material liability or obligation, direct or contingent, (ii) entered into any material transaction not in the ordinary course of business, or (iii) declared, ordered, paid, or made any dividend or distribution of any kind on its capital stock.
Section 1(k): Absence of Litigation
Except as described in the Disclosure Package, there is no action, suit, proceeding, inquiry, arbitration, investigation, litigation, or governmental proceeding pending or, to the Company's knowledge, threatened against or affecting the Company or any of its subsidiaries, or to which any of the Company's or any subsidiary's properties is subject, before or by any court, arbitrator, governmental body, agency, or official, domestic or foreign, that (i) would reasonably be expected to have a Material Adverse Effect or (ii) would reasonably be expected to materially and adversely affect the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by the Registration Statement, the Disclosure Package, and the Prospectus. The Company is not a party to or subject to the provisions of any injunction, judgment, decree, or order of any court, arbitrator, regulatory body, administrative agency, or other governmental body that would reasonably be expected to have a Material Adverse Effect.
Section 1(l): Compliance with Laws
The Company and each of its subsidiaries are in compliance in all material respects with all applicable federal, state, local, and foreign laws, statutes, rules, regulations, ordinances, codes, and orders applicable to the conduct of their respective businesses and the ownership and operation of their respective properties, except where such non-compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any notice of any violation or alleged violation of any such law, statute, rule, regulation, ordinance, code, or order that remains unresolved and that would reasonably be expected to have a Material Adverse Effect.
Section 1(m): Gaming Regulatory Compliance
The Company and its subsidiaries hold all gaming licenses, permits, findings of suitability, registrations, approvals, authorizations, and other governmental approvals (collectively, "Gaming Approvals") necessary for the conduct of their respective businesses as currently conducted and as described in the Disclosure Package, including without limitation:
(i) Nevada Gaming Commission License No. NGC-2019-04172, issued by the Nevada Gaming Commission and the Nevada Gaming Control Board;
(ii) New Jersey Division of Gaming Enforcement License No. NJDGE-2020-1138, issued by the New Jersey Casino Control Commission and the New Jersey Division of Gaming Enforcement;
(iii) Mississippi Gaming Commission License No. MGC-2018-0623, issued by the Mississippi Gaming Commission;
in each case, such Gaming Approvals are in full force and effect and the Company and its subsidiaries are in material compliance with all terms, conditions, and requirements thereof. The Company has timely filed all required reports and disclosures with each applicable gaming regulatory authority.
The Company has the following gaming license applications currently pending:
(i) an application filed with the Louisiana Gaming Control Board on August 12, 2025, in connection with the Company's planned casino-resort development in Bossier City, Louisiana; and
(ii) an application filed with the Indiana Gaming Commission on September 5, 2025, in connection with the Company's planned renovation and rebranding of a leased gaming facility in Gary, Indiana.
No proceedings are pending or, to the Company's knowledge, threatened to revoke, suspend, condition, limit, restrict, or not renew any Gaming Approval held by the Company or any of its subsidiaries. To the Company's knowledge (after due inquiry of the Company's regulatory affairs personnel), no gaming regulatory authority has initiated or is conducting any investigation of the Company or any of its subsidiaries, directors, or officers that would reasonably be expected to result in the revocation, suspension, conditioning, limitation, or non-renewal of any Gaming Approval held by the Company or any of its subsidiaries, except as described in the Disclosure Package. The representation in the immediately preceding sentence is given on a knowledge-qualified basis, reflecting the negotiated position of the Parties (as discussed between Calderwood & Harkness LLP and Whitmore & Pratt LLP), in recognition of the fact that gaming regulatory investigations are frequently conducted on a confidential basis and the Company may not in all cases be aware of the existence of such investigations.
Section 1(n): No Conflicts
The execution, delivery, and performance of this Agreement by the Company, the issuance and sale of the Shares, and the consummation of the transactions contemplated herein do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, the Certificate of Incorporation or the Bylaws of the Company, (ii) conflict with or result in a breach or violation of, or constitute a default under (or an event that, with notice or lapse of time or both, would constitute a default under), or result in the creation or imposition of any lien, charge, or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement, lease, or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, or (iii) result in any violation of any law, statute, rule, regulation, judgment, order, or decree of any court, regulatory body, administrative agency, governmental body, arbitrator, or other authority having jurisdiction over the Company or any of its subsidiaries or any of their respective properties or assets, except, in the case of clauses (ii) and (iii), for such conflicts, breaches, violations, defaults, liens, charges, or encumbrances as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Without limiting the generality of the foregoing, the execution, delivery, and performance of this Agreement and the issuance and sale of the Shares will not conflict with or result in a breach or default under:
(A) the Indenture, dated as of June 15, 2023, between the Company and Fidelitas Trust Company, N.A., as trustee (the "2028 Notes Indenture"), governing the Company's 6.25% Senior Secured Notes due June 15, 2028 ($325,000,000 aggregate principal amount outstanding as of the date hereof);
(B) the Indenture, dated as of September 20, 2024, between the Company and Fidelitas Trust Company, N.A., as trustee (the "2031 Notes Indenture"), governing the Company's 5.875% Senior Notes due September 20, 2031 ($200,000,000 aggregate principal amount outstanding as of the date hereof); or
(C) the Revolving Credit Agreement, dated as of April 30, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among the Company, the lenders party thereto, and Meridian National Bank, N.A., as administrative agent, providing for revolving credit commitments of $400,000,000 (of which $135,000,000 is currently drawn), maturing on April 30, 2027, and bearing interest at a rate per annum equal to the applicable Term SOFR rate plus 2.50%.
Section 1(o): No Consents Required
No consent, approval, authorization, order, license, registration, qualification, or filing with or of any court, regulatory body, administrative agency, governmental body, or self-regulatory organization is required for the valid authorization, issuance, sale, and delivery of the Shares and the execution, delivery, and performance of this Agreement by the Company, except (i) such as have been obtained or made, (ii) the filing of the Final Prospectus Supplement pursuant to Rule 424(b)(5) under the Securities Act, (iii) the supplemental listing application with the NYSE with respect to the Shares, (iv) such consents, approvals, authorizations, orders, licenses, registrations, qualifications, or filings as may be required under the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares by the Underwriters, and (v) any notifications required to be made to gaming regulatory authorities in connection with the issuance and sale of the Shares, in each case that will be obtained or filed on or prior to the Closing Date.
Section 1(p): Transfer Agent and Registrar
Continental Share Services, Inc. has been duly appointed as the transfer agent and registrar for the Common Stock. The principal office of Continental Share Services, Inc. is located at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004. The Company is not aware of any default or delinquency in performance by Continental Share Services, Inc. under its transfer agency agreement with the Company.
Section 1(q): NYSE Listing
The outstanding shares of Common Stock are registered under Section 12(b) of the Exchange Act and are listed and admitted to trading on the NYSE. The Shares (including the Option Shares) have been approved for listing on the NYSE, subject only to official notice of issuance. The Company has not received any notification from the NYSE that the Company is not in compliance with the listing or maintenance requirements of the NYSE. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements.
Section 1(r): Tax Matters
The Company and each of its subsidiaries have filed (or have obtained extensions of time for filing) all material federal, state, local, and foreign tax returns required to be filed by them, and all such tax returns are true, correct, and complete in all material respects. The Company and each of its subsidiaries have paid all material taxes shown to be due on such tax returns or otherwise required to be paid by them, and no material tax deficiency has been assessed or proposed or, to the Company's knowledge, threatened against the Company or any of its subsidiaries that has not been settled or otherwise resolved or adequately reserved for. The Company's employer identification number is 88-1034572.
Section 1(s): Insurance
The Company and its subsidiaries maintain insurance, with financially sound and reputable insurers, in such amounts and covering such risks as the Company reasonably believes to be adequate for the conduct of the business of the Company and its subsidiaries and consistent with insurance coverage maintained by companies engaged in similar businesses of comparable size in the same industry. Without limiting the generality of the foregoing, the Company maintains directors' and officers' liability insurance with a policy limit of $75,000,000, issued by Sentinel Risk Underwriters, Inc., Policy No. SRU-DOX-2025-41882, which is in full force and effect as of the date hereof. Neither the Company nor any of its subsidiaries has received notice from any insurer or agent of such insurer that substantial capital improvements or other material expenditures will have to be made in order to continue any such insurance coverage, and all such insurance is in full force and effect.
Section 1(t): Intellectual Property
The Company and its subsidiaries own, or have valid and enforceable rights to use, all patents, patent applications, trademarks, trademark registrations and applications, service marks, service mark registrations and applications, trade names, copyrights, copyright registrations and applications, licenses, trade secrets, domain names, know-how, proprietary information, and other intellectual property rights (collectively, "intellectual Property") material to the conduct of the business of the Company and its subsidiaries as currently conducted and as described in the Registration Statement, the Disclosure Package, and the Prospectus. Without limiting the foregoing, the Company and its subsidiaries own or have valid and enforceable rights to use the RedBet Digital platform and all associated technology, software, and proprietary data. To the Company's knowledge, (i) no third party is infringing, misappropriating, or otherwise violating any intellectual Property owned by the Company or any of its subsidiaries in any manner that would reasonably be expected to have a Material Adverse Effect, and (ii) neither the Company nor any of its subsidiaries is infringing, misappropriating, or otherwise violating any intellectual Property of any third party in any manner that would reasonably be expected to have a Material Adverse Effect.
Section 1(u): Internal Controls and Disclosure Controls
The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and complies in all material respects with the requirements of Rules 13a-15 and 15d-15 under the Exchange Act. The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission's rules and forms and that such information is accumulated and communicated to the Company's management, including the Company's principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Since the date of the most recent evaluation of the Company's disclosure controls and procedures, there have been no significant changes in internal controls over financial reporting or in other factors that could significantly affect internal controls over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses.
Section 1(v): Sarbanes-Oxley Compliance
The Company is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder by the Commission (the "Sarbanes-Oxley Act"), that are in effect as of the date hereof and as of the Closing Date, including, without limitation, Sections 302 and 906 thereof regarding certifications by the Company's Chief Executive Officer and Chief Financial Officer.
Section 1(w): No Stabilization or Manipulation
The Company has not taken, directly or indirectly, any action that is designed to, or that could reasonably be expected to, cause or result in stabilization or manipulation of the price of any security of the Company in connection with the offering of the Shares, and the Company will not take any such action. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the distribution of the Shares, any offering material in connection with the offering and sale of the Shares other than the Registration Statement, the Disclosure Package, the Prospectus, and any Issuer Free Writing Prospectus listed on Schedule IV hereto.
Section 1(x): Investment Company Act
The Company is not, and after giving effect to the offering and sale of the Shares and the application of the net proceeds therefrom as described in the Disclosure Package and the Prospectus under the caption "Use of Proceeds," will not be, required to register as an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder.
Section 1(y): ERISA
The Company and each of its subsidiaries and each of their respective "ERISA Affiliates" (within the meaning of Section 414(b), (c), (m), or (o) of the Internal Revenue Code of 1986, as amended (the "Code")) are in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code, and the regulations and published interpretations thereunder with respect to each "employee benefit plan" (as defined in Section 3(3) of ERISA) established, maintained, or contributed to by the Company, any of its subsidiaries, or any of their respective ERISA Affiliates (each, a "Plan"). No "reportable event" (as defined in Section 4043(c) of ERISA), other than events for which the applicable notice requirements have been waived, has occurred with respect to any Plan that would reasonably be expected to have a Material Adverse Effect. No Plan has any "accumulated funding deficiency" (as defined in Section 302 of ERISA or Section 412 of the Code), whether or not waived, and neither the Company nor any of its ERISA Affiliates has incurred or reasonably expects to incur any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default), in each case that would reasonably be expected to have a Material Adverse Effect.
Section 1(z): Anti-Corruption and Sanctions
Neither the Company nor any of its subsidiaries, nor, to the Company's knowledge, any director, officer, agent, employee, or other person acting on behalf of the Company or any of its subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the UK Bribery Act 2010, or any other applicable anti-bribery or anti-corruption law, or (iv) made any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment. The Company and its subsidiaries have conducted their respective businesses in compliance with all applicable anti-money laundering laws, including, without limitation, the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, and the rules and regulations promulgated thereunder, and all applicable anti-money laundering laws of the jurisdictions in which the Company and its subsidiaries conduct business. Neither the Company nor any of its subsidiaries, nor, to the Company's knowledge, any director, officer, agent, employee, or affiliate of the Company or any of its subsidiaries, is currently the target of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the United Nations Security Council, the European Union, His Majesty's Treasury, or any other relevant governmental authority (collectively, "Sanctions"), nor is the Company or any of its subsidiaries located, organized, or resident in a country or territory that is the subject or target of comprehensive Sanctions (including, as of the date hereof, the Crimea region of Ukraine, Cuba, Iran, North Korea, and Syria). The Company will not, directly or indirectly, use the proceeds of the offering of the Shares, or lend, contribute, or otherwise make available such proceeds to any subsidiary, joint venture partner, or other person or entity, for the purpose of (A) financing the activities of or business with any person or entity that, at the time of such financing, is the target of Sanctions, (B) funding any activities or business in any country or territory that, at the time of such financing, is the subject of comprehensive Sanctions, or (C) in any other manner that will result in a violation by any person (including any person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor, or otherwise) of Sanctions.
SECTION 2: PURCHASE AND SALE OF SHARES
Section 2(a): Agreement to Purchase Firm Shares
Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell to each of the several Underwriters, and each of the several Underwriters agrees, severally and not jointly, to purchase from the Company, the respective number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto, at a purchase price of $26.352 per Firm Share (the "Purchase Price").
The Purchase Price represents the public offering price of $27.45 per share (the "Public Offering Price") less the underwriting discount of $1.098 per share (the "Underwriting discount"), which represents 4.0% of the Public Offering Price.
The total number of Firm Shares to be purchased by the several Underwriters is 6,557,377 shares. The aggregate purchase price for the Firm Shares payable by the several Underwriters to the Company is $172,800,000 (representing aggregate gross proceeds of $180,000,000 less the total Underwriting discount of $7,200,000).
Section 2(b): Over-Allotment Option
The Company hereby grants to the several Underwriters the Over-Allotment Option to purchase, severally and not jointly, up to 983,606 Option Shares, at the Purchase Price per share, for the sole purpose of covering over-allotments, if any, made in connection with the offering and sale of the Firm Shares. The Over-Allotment Option may be exercised, in whole or in part, at any time and from time to time on or before the thirtieth (30th) day after the date of the Prospectus by written notice from the Representative to the Company setting forth the number of Option Shares to be purchased and the date on which such Option Shares are to be delivered (each, an "Option Closing Date"). Upon exercise in full of the Over-Allotment Option, the maximum number of Shares issuable and deliverable by the Company hereunder shall be 7,540,983, and the maximum aggregate gross proceeds to the Company (before deduction of the Underwriting discount and offering expenses) shall be approximately $207,000,000. Each Underwriter's obligation to purchase Option Shares shall be in the same proportion as such Underwriter's Firm Share obligation bears to the total Firm Share obligations of all Underwriters, as set forth in Schedule I hereto, unless the Representative otherwise specifies.
Section 2(c): Payment and Delivery
The closing of the purchase and sale of the Firm Shares (the "Closing") shall take place at 10:00 a.m. (Eastern Time) on October 31, 2025 (the "Closing Date"), or at such other time and date as the Representative and the Company may agree upon in writing, at the offices of Whitmore & Pratt LLP, 51 West 52nd Street, New York, New York 10019, or remotely via the exchange of documents and signatures. The Firm Shares shall be delivered by the Company to the Underwriters through the facilities of The Depository Trust Company ("DTC") in book-entry form, against payment of the aggregate Purchase Price by wire transfer of immediately available funds to the account of the Company, or such other account as the Company shall have specified to the Representative in writing not less than two (2) business days prior to the Closing Date.
Any Option Shares to be purchased by the Underwriters pursuant to the exercise of the Over-Allotment Option shall be delivered on the applicable Option Closing Date, which shall be no later than two (2) business days after the date of the exercise notice delivered by the Representative, unless otherwise agreed to in writing by the Representative and the Company, through the facilities of DTC in book-entry form against payment of the aggregate Purchase Price therefor by wire transfer of immediately available funds. The closing of any purchase of Option Shares shall take place at the offices of Whitmore & Pratt LLP or at such other location as the Representative and the Company may agree.
If the Representative so elects, delivery of the Firm Shares may be made by credit through full fast transfer to the account of the Representative at DTC, or to such other account or accounts as the Representative may direct, in accordance with customary DTC settlement procedures.
SECTION 3: OFFERING BY THE UNDERWRITERS
The several Underwriters propose to offer the Shares to the public at the Public Offering Price of $27.45 per share, as set forth on the cover page of the Prospectus. After the initial public offering of the Shares, the Underwriters may change the Public Offering Price and other selling terms from time to time, without notice to the Company. Any such change shall not affect the Purchase Price to be paid by the Underwriters to the Company.
The Underwriters may offer and sell the Shares to certain selected dealers (who may include the Underwriters) at the Public Offering Price less a selling concession not in excess of $0.659 per share. Such dealers may reallow a concession not in excess of $0.35 per share to certain other dealers. After the initial public offering, the selling concession and reallowance to dealers may be changed by the Underwriters.
The offering and sale of the Shares by the Underwriters shall be conducted in accordance with the plan of distribution described in the Prospectus, including any stabilization activities, short covering transactions, penalty bids, and passive market making under Regulation M of the Exchange Act, as described therein. The Underwriters acknowledge that any stabilization activities must be conducted in accordance with Regulation M under the Exchange Act.
SECTION 4: COVENANTS OF THE COMPANY
The Company covenants and agrees with each of the several Underwriters as follows:
Section 4(a): Prospectus Delivery and Filing
The Company shall file the Prospectus (including the Final Prospectus Supplement) pursuant to Rule 424(b)(5) under the Securities Act within the time period required by Rule 424(b) and Rule 430B under the Securities Act (and in any event not later than the second business day following the date of this Agreement, or such earlier date as may be required by the Rules and Regulations). The Company shall not file any amendment to the Registration Statement or any supplement to the Prospectus unless a copy thereof has been furnished to the Representative a reasonable time prior to such proposed filing and the Representative has not reasonably objected to such filing. The Company shall furnish to the Representative, without charge, such number of copies of the Preliminary Prospectus, the Prospectus (including all amendments and supplements thereto), and any Issuer Free Writing Prospectus as the Representative may reasonably request for purposes contemplated by the Securities Act, the Exchange Act, or the Rules and Regulations.
Section 4(b): Amendments and Supplements
The Company shall promptly notify the Representative (and confirm such notice in writing) of (i) the filing of any amendment or supplement to the Registration Statement or the Prospectus (other than any filing of a document incorporated by reference in the Registration Statement), (ii) any request by the Commission for any amendment to the Registration Statement or any supplement to the Prospectus or for additional information relating thereto, (iii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or the initiation or threatening of any proceeding for such purpose, or the issuance by any state securities commission of any order suspending the qualification or exemption from qualification of the Shares under any state securities or Blue Sky law or the initiation or threatening of any proceeding for such purpose, and (iv) the receipt of any notice regarding the suspension of the qualification of the Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company shall use its reasonable best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof as promptly as possible. The Company shall not file any amendment or supplement to the Registration Statement or the Prospectus (other than any filing of a document incorporated by reference in the Registration Statement that has previously been filed with the Commission pursuant to the Exchange Act) without the prior reasonable consent of the Representative, which consent shall not be unreasonably withheld, conditioned, or delayed.
Section 4(c): Blue Sky Compliance
The Company shall cooperate with the Underwriters and counsel for the Underwriters to qualify or register the Shares for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Representative may designate and shall continue such qualifications in effect so long as reasonably required for the distribution of the Shares; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.
Section 4(d): Earnings Statement
The Company shall make generally available to its security holders an earnings statement covering at least twelve (12) months beginning after the effective date of the Registration Statement (or the most recent post-effective amendment thereto to become effective prior to or on the date of this Agreement) that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. For the avoidance of doubt, the Company's compliance with the periodic reporting requirements of the Exchange Act shall be deemed to satisfy this covenant.
Section 4(e): Use of Proceeds
The Company shall apply the net proceeds from the sale of the Shares as described in the Disclosure Package and the Prospectus under the caption "Use of Proceeds." Specifically, the Company intends to use the net proceeds of the offering as follows:
(i) Approximately $115,000,000 for Louisiana and Indiana gaming market expansion, allocated as follows:
(A) Approximately $70,000,000 for the development of a casino-resort facility in Bossier City, Louisiana, including land acquisition, construction, gaming equipment, and pre-opening expenses; and
(B) Approximately $45,000,000 for the renovation and rebranding of a leased gaming facility in Gary, Indiana, including capital improvements, technology upgrades, and initial marketing and promotional expenses.
(ii) Approximately $50,000,000 for partial retirement at par of the Company's outstanding 6.25% Senior Secured Notes due June 15, 2028, reducing the outstanding principal amount from $325,000,000 to $275,000,000, pursuant to the optional redemption provisions of the 2028 Notes Indenture.
(iii) The remainder, which is estimated to be approximately $6,450,000, for general corporate purposes, including working capital, potential future strategic acquisitions, and other general corporate needs.
Pending the application of the net proceeds as described above, the Company intends to invest the net proceeds in short-term, interest-bearing, investment-grade securities.
Section 4(f): No Stabilization
The Company will not take, directly or indirectly, any action that would cause or result in, or that could reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company in contravention of Regulation M under the Exchange Act.
Section 4(g): Listing
The Company shall use its reasonable best efforts to cause the Shares (including the Option Shares, if any) to be approved for listing on the NYSE, subject only to official notice of issuance, on or prior to the Closing Date, and shall maintain such listing for so long as any Shares are outstanding.
Section 4(h): Reports
For so long as a prospectus relating to the Shares is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Company shall file on a timely basis all reports, documents, and other information required to be filed by it under the Exchange Act and the rules and regulations of the Commission promulgated thereunder.
Section 4(i): Lock-Up Agreement Compliance
The Company shall enforce the lock-up agreements described in Section 6(f) hereof and shall not release or waive any restriction on transfer set forth in any such lock-up agreement without the prior written consent of the Representative. The Company shall provide the Representative with at least three (3) business days' prior notice of any proposed release or waiver of such restrictions, together with the basis for such proposed release or waiver.
Section 4(j): MNPI Covenant
The Company will not, without the prior written consent of the Representative, disclose to any Underwriter any material nonpublic information ("MNPI") concerning the Company or its subsidiaries unless such Underwriter has agreed in writing to receive such information and to maintain appropriate information barriers and procedures in accordance with applicable law and the internal policies of such Underwriter. This provision reflects the negotiated position of the Parties and is intended to permit the Underwriters to continue to engage in their ordinary course sales and trading activities without restriction during the offering period.
SECTION 5: COVENANTS OF THE UNDERWRITERS
Section 5(a): Regulation M Compliance
Each Underwriter, severally and not jointly, represents, warrants, and covenants that it has complied and will comply with all applicable provisions of Regulation M under the Exchange Act in connection with the offering and sale of the Shares, including, without limitation, the applicable provisions of Rules 101, 102, 103, 104, and 105 of Regulation M, in connection with any stabilization activities, syndicate covering transactions, penalty bids, and passive market making in the Common Stock.
Section 5(b): Offering Restrictions
Each Underwriter, severally and not jointly, represents, warrants, and covenants that it has complied and will comply with all applicable selling restrictions and other requirements of each jurisdiction in which the Shares are offered or sold by such Underwriter, including, without limitation, any applicable requirements of the Financial Industry Regulatory Authority ("FINRA") and any applicable foreign selling restrictions. Without limiting the generality of the foregoing, no Underwriter has offered or sold, or will offer or sell, any Shares in any jurisdiction in which such offer or sale is not permitted.
Section 5(c): Free Writing Prospectuses
No Underwriter shall use or distribute any Free Writing Prospectus (as defined in Rule 405 under the Securities Act) that is not an Issuer Free Writing Prospectus without the prior written consent of the Company, unless such Free Writing Prospectus is in compliance with Rule 433 under the Securities Act and a copy thereof has been furnished to the Company and approved in writing by the Company, which approval shall not be unreasonably withheld, conditioned, or delayed. Each Underwriter that uses or distributes any Free Writing Prospectus (whether or not an Issuer Free Writing Prospectus) agrees that it will not take any action that would result in the Company being required to file with the Commission under Rule 433(d) under the Securities Act a Free Writing Prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be so filed.
SECTION 6: CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS
The obligations of the several Underwriters to purchase and pay for the Firm Shares on the Closing Date, and the Option Shares on any Option Closing Date, shall be subject to the accuracy of the representations and warranties of the Company herein contained, to the performance by the Company of its covenants and obligations hereunder, and to the following additional conditions:
Section 6(a): Effectiveness and No Stop Orders
The Registration Statement shall remain effective under the Securities Act as of the Closing Date (or the applicable Option Closing Date, as the case may be). No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto shall have been issued, and no proceedings for such purpose shall have been instituted or threatened by the Commission. The Prospectus shall have been timely filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act (and in compliance with Section 4(a) hereof). No notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act shall have been received.
Section 6(b): Opinions of Counsel
Section 6(b)(i): Opinion of Issuer's Counsel (Calderwood & Harkness LLP).  The Representative shall have received, on and as of the Closing Date, the favorable legal opinion of Calderwood & Harkness LLP, counsel to the Company, dated as of the Closing Date and addressed to the Underwriters, in form and substance satisfactory to the Representative and counsel for the Underwriters. Such opinion shall be rendered as Exhibit 5.1 to the Registration Statement and shall cover up to 7,540,983 shares of Common Stock (representing the maximum number of Shares issuable upon full exercise of the Over-Allotment Option). Such opinion shall reference the resolutions of the Board of Directors of the Company adopted on September 30, 2025 and the resolutions of the Pricing Committee, and shall opine, among other things, that:
(A) the Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware;
(B) the Company has the corporate power and authority to execute, deliver, and perform this Agreement and to issue and sell the Shares;
(C) this Agreement has been duly authorized, executed, and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, subject to the Enforceability Exceptions;
(D) the Shares have been duly authorized by all necessary corporate action on the part of the Company;
(E) the Shares, when issued and delivered against payment therefor as contemplated by this Agreement, will be validly issued, fully paid, and non-assessable, and will not be subject to any preemptive rights or rights of first refusal; and
(F) the issuance and sale of the Shares as contemplated by this Agreement do not require registration under the Securities Act other than as provided in the Registration Statement.
Such opinion may contain such assumptions, qualifications, and limitations as are customary for opinions of this type, including reliance on certificates of officers of the Company and governmental officials.
Section 6(b)(ii): Negative Assurance Letter (10b-5 Letter) from Calderwood & Harkness LLP.  The Representative shall have received, on and as of the Closing Date, a negative assurance letter (commonly referred to as a "10b-5 letter") from Calderwood & Harkness LLP, counsel to the Company, dated as of the Closing Date and addressed to the Underwriters, stating that, based on such firm's participation in the preparation of the Registration Statement, the Preliminary Prospectus Supplement, the Prospectus, and the due diligence process (including its review of certain corporate records, documents, and other information, its participation in conferences with officers and other representatives of the Company, the Company's independent registered public accounting firm, and the Representative), and without having undertaken to determine independently or assuming any responsibility for the accuracy, completeness, or fairness of the statements contained in the Registration Statement, the Disclosure Package, or the Prospectus, nothing has come to such firm's attention that causes it to believe that:
(A) the Registration Statement (other than the financial statements and schedules and other financial or statistical data contained therein or incorporated by reference therein, as to which such firm expresses no belief), as of its effective date, contained an untrue statement of a material fact or omitted to state a material f

UNDERWRITING AGREEMENT

UNDERWRITING AGREEMENT

INTRODUCTORY RECITALS

SECTION 1: REPRESENTATIONS AND WARRANTIES OF THE COMPANY

SECTION 2: PURCHASE AND SALE OF SHARES

SECTION 3: OFFERING BY THE UNDERWRITERS

SECTION 4: COVENANTS OF THE COMPANY

SECTION 5: COVENANTS OF THE UNDERWRITERS

SECTION 6: CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS

Record

Parties

Dates

Amounts