underwriting-agreement-revised-draft-redline.docx

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

underwriting-agreement-revised-draft-redline.docx DOCUMENT Capital Markets

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CONFIDENTIAL TREATMENT REQUESTED — THIS DOCUMENT IS AN INITIAL DRAFT FOR DISCUSSION PURPOSES ONLY AND DOES NOT CONSTITUTE A BINDING AGREEMENT. THIS DOCUMENT IS SUBJECT TO ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT PROTECTION.

UNDERWRITING AGREEMENT

Redstone Gaming Corp.

6,557,377 Shares of Common Stock (Plus Up to 983,606 Additional Shares Pursuant to the Over-Allotment Option)

Public Offering Price: $27.45 Per Share

Dated: [●], 2025 (Expected October 28, 2025)

Prepared by:

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

THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN ARE CONFIDENTIAL AND ARE BEING PROVIDED SOLELY FOR THE PURPOSE OF FACILITATING DISCUSSIONS BETWEEN THE PARTIES IDENTIFIED HEREIN. NO PERSON OR ENTITY MAY USE, DISTRIBUTE, OR REPRODUCE THIS DOCUMENT OR ANY PORTION HEREOF WITHOUT THE PRIOR WRITTEN CONSENT OF CALDERWOOD & HARKNESS LLP. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.

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UNDERWRITING AGREEMENT

[●], 2025

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

As Representative of the several Underwriters named in Schedule I hereto

Ladies and Gentlemen:

Redstone Gaming Corp., a Delaware corporation (the "Company"), with its principal executive offices located at 3900 Las Vegas Boulevard South, Suite 1200, Las Vegas, NV 89119, proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 6,557,377 shares (the "Firm Shares") of its common stock, par value $0.001 per share (the "Common Stock"), and, at the option of the Underwriters, up to an additional 983,606 shares of Common Stock (the "Option Shares" and, together with the Firm Shares, the "Shares"). Pinnacle Zanthor & Co., a New York limited partnership (the "Representative"), is acting as Lead Bookrunning Manager and as representative of the several Underwriters. Hargrove Williams Securities LLC, a Delaware limited liability company, is acting as Joint Bookrunning Manager. Clearwater Capital Markets Inc., a Maryland corporation, is acting as Co-Manager.

The Company has filed with the Securities and Exchange Commission (the "Commission" or "SEC") a shelf registration statement on Form S-3 (File No. 333-278401) (the "Initial Registration Statement"), originally filed on March 14, 2024, and declared effective by the Commission on March 28, 2024, with an aggregate shelf capacity of $750,000,000, for the registration of debt securities, common stock, preferred stock, depositary shares, warrants, and units. The Company has previously conducted a takedown under the Initial Registration Statement in the amount of $200,000,000 (the September 2024 offering of 5.875% Senior Notes due 2031), leaving remaining shelf capacity of $550,000,000 prior to the offering contemplated hereby. The Initial Registration Statement, as amended at the time it became effective, including the documents incorporated by reference therein, is hereinafter referred to as the "Registration Statement." The registration statement, as amended at the time it became effective, for purposes of Section 11 of the Securities Act of 1933, as amended (the "Securities Act" or "Act"), as supplemented by any rule or regulation under the Securities Act and any applicable order of the Commission, is hereinafter referred to as the "Registration Statement at Effectiveness."

The Company has prepared a base prospectus dated March 28, 2024 (the "Base Prospectus") and a preliminary prospectus supplement dated October 6, 2025 (the "Preliminary Prospectus Supplement"), each of which has been filed with the Commission. The Base Prospectus, as supplemented by the Preliminary Prospectus Supplement, is hereinafter referred to as the "Preliminary Prospectus." The Company will prepare a final prospectus supplement to be filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act (the "Final Prospectus Supplement"). The Base Prospectus, as supplemented by the Final Prospectus Supplement, is hereinafter referred to as the "Prospectus."

The shares of Common Stock are currently listed and traded on the New York Stock Exchange (the "NYSE") under the ticker symbol "RDGM" (CUSIP 76134Q 108).

As used in this Agreement, the following terms shall have the meanings set forth below:

"Applicable Time" means [●] p.m. (New York City time) on the date hereof.

"Closing Date" has the meaning set forth in Section 1(c) hereof.

"DTC" means The Depository Trust Company.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"FINRA" means the Financial Industry Regulatory Authority, Inc.

"Gaming Authorities" means, collectively, the Nevada Gaming Commission, the New Jersey Division of Gaming Enforcement, the Mississippi Gaming Commission, the Louisiana Gaming Control Board, the Indiana Gaming Commission, and any other governmental authority with jurisdiction over the gaming operations of the Company or its subsidiaries.

"Option Closing Date" has the meaning set forth in Section 1(b) hereof.

"Pricing Disclosure Package" means the Preliminary Prospectus, together with the Pricing Term Sheet described in Schedule II hereto and any other free writing prospectuses (as defined in Rule 405 under the Securities Act) that have been approved in writing by the Company and the Representative for use in connection with the offering of the Shares, all considered together as of the Applicable Time.

"Pricing Term Sheet" means the term sheet in the form set forth in Schedule II hereto, to be filed as a free writing prospectus under Rule 433 under the Securities Act.

"Transfer Agent" means Continental Share Services, Inc., with offices at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004.

All references in this Agreement to the Registration Statement, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of the foregoing shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering, Analysis, and Retrieval system (or any successor system). All references in this Agreement to financial statements and schedules and other information that is "contained," "included," or "stated" in the Registration Statement, any Preliminary Prospectus, or the Prospectus (or other references of like import) shall be deemed to include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus, or the Prospectus, as applicable.

The Company and the Underwriters hereby confirm their agreement as follows:

SECTION 1. PURCHASE AND SALE OF SHARES

(a) Agreement to Purchase Firm Shares. Subject to the terms and conditions set forth herein, the Company agrees to issue and sell to each of the several Underwriters, and each of the 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. The total number of Firm Shares to be sold by the Company is 6,557,377 shares of Common Stock. The purchase price per Firm Share to be paid by each Underwriter to the Company shall be $26.352 per share (which is equal to the public offering price of $27.45 per share less the underwriting discount of $1.098 per share, representing 4.0% of the public offering price). The aggregate purchase price for all Firm Shares shall be approximately $172,800,000 (subject to rounding based on the exact number of shares). The obligation of each Underwriter to purchase its respective allotment of Firm Shares shall be several and not joint, and no Underwriter shall be obligated to purchase any Firm Shares allocated to a defaulting Underwriter, except as provided in Section 10 hereof.

(b) Over-Allotment Option. The Company hereby grants to the several Underwriters an option (the "Over-Allotment Option"), exercisable in whole or in part, at any time and from time to time during the thirty (30) calendar day period commencing on the date of the Final Prospectus Supplement, to purchase up to 983,606 additional shares of Common Stock (the "Option Shares") at the same purchase price per share as applies to the Firm Shares, as set forth in Section 1(a) above. The Over-Allotment Option may be exercised solely to cover over-allotments, if any, made in connection with the offering of the Firm Shares. The Over-Allotment Option may be exercised by the Representative by delivery of written notice (which may be delivered by electronic mail) to the Company, setting forth the number of Option Shares to be purchased and the date of delivery and payment therefor (each, an "Option Closing Date"), which Option Closing Date shall be a business day not later than the thirtieth (30th) calendar day after the date of the Final Prospectus Supplement (or, if such thirtieth day is not a business day, the next succeeding business day). If any Option Shares are to be purchased, each Underwriter, severally and not jointly, shall purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Shares to be purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The maximum number of Shares (Firm Shares and Option Shares combined) that may be issued in the offering is 7,540,983 shares. The maximum aggregate gross proceeds of the offering, assuming full exercise of the Over-Allotment Option, are approximately $207,000,000.

(c) Payment and Delivery — Firm Shares. Payment for and delivery of the Firm Shares shall take place at the offices of Calderwood & Harkness LLP, 7 Times Square, 38th Floor, New York, NY 10036, at 10:00 a.m. (New York City time) on October 31, 2025, or at such other time and place as the Representative and the Company may agree in writing (the "Closing Date"). Payment shall be made by wire transfer of immediately available funds to such account or accounts as the Company shall designate in writing to the Representative not later than two (2) business days prior to the Closing Date, against delivery of the Firm Shares in book-entry form through the facilities of DTC for the respective accounts of the several Underwriters. The aggregate payment to be made by the Underwriters on the Closing Date shall equal the purchase price per Firm Share multiplied by the total number of Firm Shares. The Company shall cause Continental Share Services, Inc., as Transfer Agent and registrar for the Common Stock, to make the Firm Shares available for checking at least twenty-four (24) hours prior to the Closing Date at the above offices of Calderwood & Harkness LLP or at the offices of DTC or its designated custodian.

(d) Payment and Delivery — Option Shares. On each Option Closing Date, payment for and delivery of the Option Shares to be purchased on such Option Closing Date shall be made at the offices of Calderwood & Harkness LLP at 10:00 a.m. (New York City time), or at such other time and place as the Representative and the Company may agree in writing. Payment shall be made by wire transfer of immediately available funds to such account or accounts as the Company shall designate, against delivery of the Option Shares in book-entry form through the facilities of DTC for the respective accounts of the several Underwriters. The delivery mechanics for the Option Shares shall be identical in all respects to those described in Section 1(c) above for the Firm Shares.

SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to each of the several Underwriters as of the date hereof, as of the Applicable Time, and as of the Closing Date (and, if applicable, as of each Option Closing Date), as follows:

(a) Registration Statement and Prospectus. The Registration Statement has been filed with the Commission and has been declared effective 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 initiated or, to the knowledge of the Company, threatened by the Commission. The Registration Statement, at the time it became effective, did not contain and, as of the date hereof and as of the Closing Date, does not and will not contain any 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 Preliminary Prospectus Supplement was filed with the Commission on October 6, 2025 pursuant to Rule 424(b)(5) under the Securities Act in compliance with the requirements of such Rule. The Prospectus, as of its date and as of the Closing Date (and any Option Closing Date), will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Pricing Disclosure Package, as of the Applicable Time, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has complied with the requirements of the Securities Act, the Exchange Act, and the rules and regulations of the Commission promulgated thereunder in connection with the preparation, filing, and effectiveness of the Registration Statement, the Preliminary Prospectus, and the Prospectus. The foregoing representations and warranties in this Section 2(a) do not apply to statements in or omissions from the Registration Statement, the Prospectus, or the Pricing Disclosure Package made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representative expressly for use therein.

(b) Incorporation by Reference. All documents filed by the Company under the Exchange Act and incorporated by reference in the Registration Statement and the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and, at the time of filing, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Without limiting the generality of the foregoing, the following documents have been duly filed and are incorporated by reference in the Registration Statement and the Prospectus: (i) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended by the Company's Form 10-K/A filed with the Commission on July 15, 2025; (ii) all Quarterly Reports on Form 10-Q filed by the Company since the end of the fiscal year covered by the Annual Report referred to in clause (i); (iii) all Current Reports on Form 8-K filed by the Company since the end of the fiscal year covered by the Annual Report referred to in clause (i) (other than any information furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, unless expressly incorporated by reference); and (iv) the description of the Company's Common Stock contained in the Company's registration statement filed pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

(c) Organization, Good Standing, and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Charter File No. 7291845). The Company has all requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Prospectus. The Company is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, including, without limitation, the States of Nevada, New Jersey, and in each other jurisdiction where the failure so to qualify would, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, business, properties, operations, assets, liabilities, or prospects of the Company and its subsidiaries, taken as a whole (a "Material Adverse Effect").

(d) Subsidiaries. All subsidiaries of the Company are set forth in Exhibit 21 to the Company's most recent Annual Report on Form 10-K, as amended, filed with the Commission. Without limiting the foregoing, the subsidiaries of the Company include RedBet Digital LLC, a Nevada limited liability company and a wholly-owned subsidiary of the Company, which operates online sports betting and iGaming operations in twelve (12) states. Each subsidiary of the Company is a corporation, limited liability company, or other entity duly organized, validly existing, and in good standing (to the extent such concept is applicable) under the laws of its jurisdiction of organization, with all requisite power and authority to own, lease, and operate its properties and to conduct its business as described in the Prospectus. Each subsidiary of the Company is duly qualified to transact business and is in good standing (to the extent such concept is applicable) in each jurisdiction in which such qualification is required, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect. All of the issued and outstanding capital stock of, or other equity or ownership interests in, each subsidiary of the Company has been duly authorized and validly issued, is fully paid and non-assessable (to the extent such concept is applicable), and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim, or equity, except as described in the Prospectus.

(e) Capitalization. The authorized capital stock of the Company consists of 300,000,000 shares of Common Stock, par value $0.001 per share, and 10,000,000 shares of Preferred Stock, par value $0.001 per share. As of the date hereof, (i) 152,400,000 shares of Common Stock are issued and outstanding, (ii) 4,200,000 shares of Common Stock are held by the Company as treasury stock, and (iii) no shares of Preferred Stock are issued or outstanding. As of the date hereof, 3,850,000 options to purchase shares of Common Stock are outstanding under the Company's 2021 Equity Incentive Plan, at a weighted-average exercise price of $19.72 per share. All outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable, and were issued in compliance with all applicable federal and state securities laws. Except as set forth in the Prospectus and except for the Over-Allotment Option granted to the Underwriters pursuant to Section 1(b) hereof, there are no outstanding subscriptions, rights, warrants, options, calls, convertible or exchangeable securities, commitments of sale, or other contracts, arrangements, or agreements of any character obligating the Company to issue, deliver, or sell, or cause to be issued, delivered, or sold, any additional shares of capital stock of the Company or obligating the Company to grant, extend, or enter into any such subscription, right, warrant, option, call, convertible or exchangeable security, commitment, or agreement. Immediately following the closing of the offering of the Firm Shares (and assuming no exercise of the Over-Allotment Option), 158,957,377 shares of Common Stock will be issued and outstanding. Immediately following the closing of the offering of the Shares (assuming full exercise of the Over-Allotment Option), 159,940,983 shares of Common Stock will be issued and outstanding. The foregoing capitalization figures are on a pre-dilution basis and do not give effect to (A) shares of Common Stock issuable upon the exercise of outstanding stock options under the Company's 2021 Equity Incentive Plan, (B) shares of Common Stock reserved for future issuance under the Company's 2021 Equity Incentive Plan, or (C) the treasury shares held by the Company.

(f) Authorization and Validity of the Shares. The Shares (including the Firm Shares and the Option Shares) have been duly authorized by all necessary corporate action on the part of the Company. The Board of Directors of the Company, at a meeting duly called and held on September 30, 2025, adopted resolutions (i) authorizing the offering and sale of the Shares, (ii) establishing a 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) (the "Pricing Committee"), and (iii) delegating to the Pricing Committee the authority to determine and approve the final public offering price per share (subject to a price floor of $25.00 per share), the number of shares to be sold (up to a maximum of 8,000,000 shares, inclusive of Option Shares), and the final terms and conditions of the underwriting arrangements. The Pricing Committee has duly exercised such delegated authority. When the Shares are issued and delivered against payment therefor as provided herein, such Shares will be duly and validly issued, fully paid and non-assessable, and free of any preemptive rights, rights of first refusal, or other similar rights that entitle any person to acquire shares of Common Stock or other equity securities of the Company.

(g) Authorization of This Agreement. This Agreement has been duly authorized, executed, and delivered by the Company. This Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws now or hereafter in effect relating to creditors' rights generally, and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

(h) No Conflicts. The execution, delivery, and performance by the Company of this Agreement, the issuance and sale of the Shares, and the consummation of the transactions contemplated herein and in the Prospectus 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, 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, the Certificate of Incorporation (as amended and restated) or the Bylaws (as amended) of the Company;

(ii) conflict with or result in a breach or violation of any federal, state, local, or foreign statute, law, order, rule, regulation, judgment, or decree applicable to the Company or any of its subsidiaries or any of their respective properties or assets;

(iii) conflict with or result in a breach of, or default or Repayment Event (as defined in any such document) under, any bond, debenture, note, indenture, loan agreement, mortgage, deed of trust, lease, franchise, license, permit, or other contract, agreement, or instrument to which the Company or any of its subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or affected, including, without limitation: (A) the indenture dated as of June 15, 2021, by and between the Company and Fidelitas Trust Company, N.A., as trustee, governing the Company's 6.25% Senior Secured Notes due 2028 (outstanding principal balance: $325,000,000); (B) the indenture dated as of September 20, 2024, by and between the Company and Fidelitas Trust Company, N.A., as trustee, governing the Company's 5.875% Senior Notes due 2031 (outstanding principal balance: $200,000,000); and (C) the revolving credit agreement dated as of April 30, 2022, by and among the Company, the lenders party thereto, and Meridian National Bank, N.A., as administrative agent (aggregate capacity: $400,000,000; approximately $135,000,000 currently drawn; maturity: April 30, 2027; interest rate: Term SOFR plus 2.50% per annum); or

(iv) result in the creation or imposition of any lien, charge, or encumbrance upon any property, right, or asset of the Company or any of its

except in the case of clauses (ii), (iii), above, for such conflicts, breaches, violations, defaults, liens, charges, or encumbrances that would not, individually or in the aggregate, have a Material Adverse Effect.

(i) No Consents Required. No consent, approval, authorization, order, registration, filing, or qualification of or with any court, governmental agency, or body having jurisdiction over the Company or any of its subsidiaries, or any of their respective properties or assets, is required for the execution, delivery, and performance by the Company of this Agreement, the issuance and sale of the Shares, and the consummation of the transactions contemplated herein, except:

(i) such as have been obtained or made prior to the date hereof;

(ii) the filing of the Final Prospectus Supplement with the Commission pursuant to Rule 424(b)(5) under the Securities Act;

(iii) the filing of a supplemental listing application with the NYSE with respect to the Shares;

(v) such filings with or notifications to Gaming Authorities as may be required in connection with the offering and the issuance and sale of the

(j) Financial Statements. The consolidated financial statements of the Company (including the related notes and schedules thereto) incorporated by reference in the Registration Statement and the Prospectus present fairly in all material respects the financial condition, results of operations, changes in stockholders' equity, and cash flows of the Company and its consolidated subsidiaries as of the dates and for the periods indicated, in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") applied on a consistent basis throughout the periods involved, except as otherwise stated in the notes thereto. The selected financial data and the summary financial information set forth in the Registration Statement and the Prospectus fairly present in all material respects the information set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements incorporated by reference therein. For the fiscal year ended December 31, 2024, the Company reported total revenues of approximately $2.47 billion, Adjusted EBITDA of approximately $612 million, and net income of approximately $187 million. Kaplan Feld & Associates LLP (engagement partner: Sandra Meyers, CPA), which has audited the consolidated financial statements of the Company for the fiscal year ended December 31, 2024, is an independent registered public accounting firm with respect to the Company within the meaning of the Securities Act, the Exchange Act, and the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States).

(k) No Material Adverse Change. Since the date of the most recent financial statements of the Company incorporated by reference in the Registration Statement and the Prospectus, (i) there has been no and (ii) the Company and its subsidiaries, taken as a whole, have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction, not in the ordinary course of business, other than as set forth in or contemplated by the Prospectus.

(l) Legal Proceedings. Except as set forth in or contemplated by the Prospectus, there are no legal, governmental, or regulatory investigations, actions, suits, or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries or any of their respective properties or assets that (i) could reasonably be expected to have a Material Adverse Effect or (ii) are required to be described in the Registration Statement or the Prospectus and are not so described. There are no contracts or documents of the Company or any of its subsidiaries that are required to be described in the Registration Statement or the Prospectus, or to be filed as exhibits to the Registration Statement, that have not been described or filed as required.

(m) Compliance with Laws. The Company and each of its subsidiaries have been and are in compliance in all material respects with all applicable federal, state, local, and foreign statutes, laws, rules, regulations, ordinances, codes, directives, orders, judgments, decrees, and governmental approvals, including, without limitation, all applicable gaming laws, regulations, and rules of every Gaming Authority having jurisdiction over the Company or its subsidiaries, except where any failure to be in compliance would not, individually or in the aggregate, have a Material Adverse Effect.

(n) Gaming Licenses and Regulatory Compliance. The Company and its subsidiaries hold all licenses, permits, approvals, authorizations, registrations, findings of suitability, franchises, entitlements, waivers, and exemptions issued by any Gaming Authority (collectively, "Gaming Approvals") that are necessary for the ownership, lease, and operation of each of their gaming properties and for the conduct of their gaming businesses as currently including, without limitation:

(i) Nevada Gaming Commission License No. NGC-2019-04172;

(ii) New Jersey Division of Gaming Enforcement License No. NJDGE-2020-1138;

(iii) Mississippi Gaming Commission License No. MGC-2018-0623; and

(iv) all licenses, permits, and approvals required for RedBet Digital LLC's online sports betting and iGaming operations in twelve (12) states.

All such Gaming Approvals are valid and in full force and effect, and no proceedings are pending or, to the knowledge of the Company, threatened seeking the revocation, limitation, suspension, conditioning, or non-renewal of any such Gaming Approval. The Company has submitted applications for gaming licenses to the Louisiana Gaming Control Board ( August 12, 2025) and the Indiana Gaming Commission ( September 5, the Company's knowledge exist that would reasonably be expected to result in the denial of The Company and its subsidiaries are in compliance in all material respects with the terms and conditions of all and with all applicable gaming laws, rules, and regulations, including all suitability requirements applicable to directors, officers, key employees, and other persons required to be found suitable. The Company has made all required filings with Gaming Authorities in connection with the offering and the issuance and sale of the Shares.

(o) Properties and Assets. The Company and its subsidiaries have good and marketable title to, or valid and enforceable leasehold interests in, all real and personal property described in the Prospectus as being owned or leased by them, including eight (8) casino-resort properties located across the States of Nevada, New Jersey, and Mississippi, in each case free and clear of all mortgages, pledges, liens, security interests, claims, restrictions, equities, charges, and encumbrances, except (i) as described in the Prospectus, (ii) such as do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries, or (iii) for mechanics' and similar liens arising in the ordinary course of business. All material leases to which the Company or any of its subsidiaries is a party are valid, binding, and enforceable, and neither the Company nor any of its subsidiaries, nor to the Company's knowledge, any other party thereto, is in default under any such lease, except where such default would not, individually or in the aggregate, have a Material Adverse Effect.

(p) intellectual Property. The Company and its subsidiaries own, or have obtained valid licenses or rights to use, all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, domain names, copyrights, licenses, inventions, trade secrets, technology, know-how, and other intellectual property (collectively, "intellectual Property Rights") necessary for the conduct of their respective businesses as currently conducted, including, without limitation, all intellectual Property Rights associated with the "RedBet Digital" brand and technology platform. To the knowledge of the Company, no third party is infringing upon any intellectual Property Rights of the Company or its subsidiaries in any manner that would, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any notice of any claim of infringement, misappropriation, or conflict with any intellectual Property Rights of any third party that would, individually or in the aggregate, have a Material Adverse Effect.

(q) Tax Matters. The Company and its subsidiaries have filed all material federal, state, local, and foreign tax returns required to be filed through the date hereof (or have obtained extensions for the filing thereof) and have paid all material taxes required to be paid thereon (except for those being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with U.S. GAAP). The Company's federal employer identification number is 88-1034572. No material tax deficiency has been determined adversely to the Company or any of its subsidiaries that has not been paid or is not being contested in good faith. The Company and its subsidiaries have made adequate charges, accruals, and reserves in accordance with U.S. GAAP in their financial statements incorporated by reference in the Prospectus in respect of all material federal, state, local, and foreign taxes for all periods as to which the tax liability of the Company and its subsidiaries has not been finally determined.

(r) Insurance. The Company and its subsidiaries are insured by insurers of recognized financial responsibility against such losses, damages, and liabilities, and carry such amounts of insurance, as the Company reasonably believes to be adequate for the conduct of its business and the value of its properties and as is customary for companies of established reputation engaged in the same or similar businesses. The Company maintains directors' and officers' liability insurance with Sentinel Risk Underwriters, Inc. (Policy No. SRU-DOX-2025-41882) with a policy limit of $75,000,000. Neither the Company nor any of its subsidiaries has received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or that the coverage thereunder will not be renewed upon expiration thereof, except as would not, individually or in the aggregate, have a Material Adverse Effect. All policies of insurance maintained by or on behalf of the Company or its subsidiaries are in full force and effect, and the Company and its subsidiaries are in compliance with the terms of such policies in all material respects.

(s) Internal Controls and Disclosure Controls. The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by, or under the supervision of, the Company's principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company's principal executive officer and principal financial officer by others within those entities. Based on its most recent evaluation of internal control over financial reporting, the Company is not aware of (i) any significant deficiency or material weakness in the design or operation of its internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. Since the date of the most recent evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

(t) Sarbanes-Oxley Compliance. The Company is in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder by the Commission. The Company's audit committee meets the requirements of Rule 10A-3 under the Exchange Act and the applicable listing standards of the NYSE. The Company has established and maintains a code of ethics (as defined in Item 406 of Regulation S-K under the Securities Act) applicable to its principal executive officer, principal financial officer, and principal accounting officer.

(u) Investment Company Act. The Company is not, and immediately after giving effect to the offering and sale of the Shares and the application of the net proceeds therefrom as described in the Prospectus under "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.

(v) ERISA. The Company and its subsidiaries and each of their "ERISA Affiliates" (as defined below) are in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the regulations and published interpretations thereunder, and with all applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), with respect to each "employee benefit plan" (as defined in Section 3(3) of ERISA) maintained, sponsored, or contributed to by the Company, any of its subsidiaries, or any ERISA Affiliate (each, a "Plan"). No "reportable event" (as defined in Section 4043 of ERISA) has occurred with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. No Plan is or has been subject to the minimum funding standards of Section 412 of the Code or Title IV of ERISA in a manner that would result in a Material Adverse Effect. As used in this Section 2(v), "ERISA Affiliate" means any entity that, together with the Company or any of its subsidiaries, is or would be treated as a single employer under Section 414(b), (c), (m), or (o) of the Code.

(w) Anti-Corruption and Sanctions. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate, or other person associated with or acting on behalf of the Company or any of its subsidiaries has, directly or indirectly, (i) used any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (ii) made any unlawful payment to any foreign or domestic government official or employee or to any foreign or domestic political party or campaign from corporate funds, (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, or any other applicable anti-corruption law, or (iv) made any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee, or affiliate of the Company or any of its subsidiaries is currently the subject or target of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury, or other relevant sanctions 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 of comprehensive Sanctions (including, without limitation, the Crimea region, Cuba, Iran, North Korea, and Syria). The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute, or otherwise make available such proceeds to any subsidiary, joint venture partner, or other person or entity, for the purpose of financing the activities of any person currently the subject or target of Sanctions or in any country or territory that is the subject of comprehensive Sanctions.

(x) No Stabilization. The Company has not taken, directly or indirectly, any action designed, or that has constituted or might reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares in violation of applicable law.

(y) Transfer Agent. Continental Share Services, Inc. has been duly appointed as the transfer agent and registrar for the Common Stock and is serving in such capacity, with offices at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004.

(z) Listing. The shares of Common Stock (including the Shares to be issued and sold pursuant to this Agreement) are listed, or will be approved for listing, on the NYSE under the ticker symbol "RDGM." The Company has filed or will file a supplemental listing application with the NYSE with respect to the Shares in a timely manner.

(aa) Use of Proceeds. The Company intends to use the net proceeds of the offering as described in the Prospectus under the caption "Use of Proceeds." Without limiting the generality of the foregoing, the Company intends to apply the net proceeds as follows:

(i) approximately $115,000,000 for expansion into the Louisiana and Indiana gaming markets, consisting of approximately $70,000,000 for the development of a new casino-resort facility in Bossier City, Louisiana, and approximately $45,000,000 for the renovation and rebranding of an existing gaming facility in Gary, Indiana;

(ii) approximately $50,000,000 for the partial retirement of the Company's outstanding 6.25% Senior Secured Notes due 2028, reducing the outstanding principal balance thereof from $325,000,000 to approximately $275,000,000; and

(iii) the remainder of approximately $6,450,000 for general corporate purposes, including working capital.

(bb) Free Writing Prospectuses. The Company has not made, and will not make, any offer relating to the Shares that would constitute a "free writing prospectus" as defined in Rule 405 under the Securities Act, without the prior written consent of the Representative, other than the Pricing Term Sheet described in Schedule II hereto. Any free writing prospectus that the Company has filed, used, referred to, or distributed in connection with the offering of the Shares complied or will comply in all material respects with the requirements of the Securities Act and the rules and regulations thereunder. The Company has satisfied all conditions under Rule 433 under the Securities Act applicable to the use of any such free writing prospectus, including timely filing with the Commission, legending, and record keeping.

(cc) Emerging Growth Company / Well-Known Seasoned Issuer Status. The Company is not an "emerging growth company" as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). The Company is a "well-known seasoned issuer" as defined in Rule 405 under the Securities Act, is eligible to use Form S-3 for the registration of the Shares, and meets the requirements for use of the Securities Act registration statement on Form S-3. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to the use of Form S-3.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE UNDERWRITERS

Each of the several Underwriters, severally and not jointly, hereby represents and warrants to the Company as follows:

(a) Authority. Such Underwriter has all requisite corporate, partnership, or limited liability company power and authority (as applicable) to enter into this Agreement and to perform its obligations hereunder, and this Agreement has been duly authorized, executed, and delivered by such Underwriter.

(b) FINRA Membership. Such Underwriter is a member in good standing of the Financial Industry Regulatory Authority, Inc. ("FINRA") and is registered as a broker-dealer under the Exchange Act and under the applicable securities laws of each state in which the Shares are offered or sold by such Underwriter (to the extent required by applicable law).

(c) Compliance with Regulation M. Such Underwriter has complied and will comply with the applicable provisions of Regulation M under the Exchange Act in connection with the offering of the Shares and has not engaged and will not engage in any activity that would constitute a violation of Regulation M in connection with the offering.

(d) No Unauthorized Offers. Such Underwriter has not made and will not make any offer relating to the Shares by means of any "free writing prospectus" (as defined in Rule 405 under the Securities Act) that has not been approved in writing by the Company and listed on Schedule II hereto, and has not distributed and will not distribute any written communication (other than the Registration Statement, the Preliminary Prospectus, the Prospectus, and any free writing prospectus approved by the Company and listed on Schedule II hereto) in connection with the offering of the Shares, unless such communication constitutes an "issuer free writing prospectus" (as defined in Rule 433(h)(1) under the Securities Act) that has been approved by the Company, or a communication permitted by Rules 134 or 163B under the Securities Act.

SECTION 4. COVENANTS OF THE COMPANY

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

(a) Filing of Prospectus Supplement. The Company shall file the Final Prospectus Supplement with the Commission pursuant to Rule 424(b)(5) under the Securities Act within the time period required by such Rule and shall furnish to the Representative copies of the Final Prospectus Supplement as filed with the Commission. The Company shall promptly advise the Representative (by telephone, confirmed by electronic mail) of the filing of the Final Prospectus Supplement and the time and date of such filing.

(b) Amendments and Supplements. The Company shall not, during the period from the date hereof through and including the date that is ninety (90) days after the date of the Final Prospectus Supplement, file with the Commission any amendment to the Registration Statement or any supplement to the Prospectus (other than the Final Prospectus Supplement, any document to be filed pursuant to the Exchange Act and deemed to be incorporated by reference, or any supplement relating solely to securities other than the Shares), unless a copy thereof shall have been submitted to the Representative a reasonable time prior to the filing thereof and the Representative shall not have objected thereto in good faith. The Company shall promptly advise the Representative (by telephone, confirmed by electronic mail) of:

(i) the receipt of any comments from, or any request for additional information by, the Commission or the staff of the Commission relating to the Registration Statement or the Prospectus;

(ii) the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Prospectus;

(iii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Prospectus, or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; and

(iv) the receipt of any notification with respect to the suspension of the qualification or exemption from qualification of the Shares for offering or sale in any jurisdiction, or the initiation or threatening of any proceeding for that purpose.

The Company shall use its commercially reasonable efforts to prevent the issuance of any such stop order or notice of suspension and, if any such stop order or notice of suspension is issued, to obtain the withdrawal thereof at the earliest possible time. If, at any time during the period in which a prospectus relating to the Shares is (or, but for the exemption in Rule 172 under the Securities Act, would be) required by the Securities Act to be delivered, any event occurs as a result of which the Prospectus as then supplemented would include an untrue statement of a material fact, or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company shall promptly notify the Representative of such event and shall promptly prepare and file with the Commission, at the Company's expense, an amendment or supplement to the Prospectus that will correct such statement or omission or effect such compliance.

(c) Delivery of Copies. The Company shall furnish to the Representative and to underwriters' counsel (Whitmore & Pratt LLP, Attention: Thomas Beaumont, 51 West 52nd Street, New York, NY 10019) such number of copies of the Registration Statement (including all amendments thereto, all exhibits filed therewith, and all documents incorporated by reference therein), the Preliminary Prospectus, the Prospectus, the Pricing Disclosure Package, and each free writing prospectus (if any) as the Representative may reasonably request.

(d) Blue Sky Compliance. The Company shall cooperate with the Underwriters and underwriters' counsel in qualifying or registering the Shares for offering and sale under the securities or "blue sky" laws of such jurisdictions as the Representative may designate, shall continue such qualifications in effect for so long as may be necessary to complete the distribution of the Shares, and shall bear the cost of all such filings and qualifications; provided, however, that the Company shall not be obligated to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, (ii) file a general consent to service of process in any jurisdiction, or (iii) subject itself to taxation in any jurisdiction in which it is not otherwise subject to taxation.

(e) Earnings Statement. The Company shall make generally available to its security holders and to the Representative, as soon as practicable, an earnings statement (which need not be audited) covering a period of at least twelve (12) months beginning with the first fiscal quarter of the Company beginning after the "effective date" (as defined in Rule 158 under the Securities Act) of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and, if applicable, Rule 158 under the Securities Act.

(f) Use of Proceeds. The Company shall apply the net proceeds from the sale of the Shares substantially as described in the Prospectus under the caption "Use of Proceeds."

(g) No Stabilization. The Company shall not take, directly or indirectly, any action designed, or that could reasonably be expected, to cause or result in the stabilization or manipulation of the price of the Common Stock or any other security of the Company in violation of applicable law, whether to facilitate the sale or resale of the Shares or otherwise.

(h) Transfer Agent. The Company shall maintain Continental Share Services, Inc. as the transfer agent and registrar for the Common Stock and shall cause such transfer agent to act as transfer agent and registrar with respect to the Shares.

(i) Listing. The Company shall use its commercially reasonable efforts to maintain the listing of the Common Stock (including the Shares) on the NYSE and shall file a supplemental listing application with the NYSE with respect to the Shares in a timely manner and use commercially reasonable efforts to obtain approval of such supplemental listing application.

(j) Lock-Up Agreement Compliance. The Company shall not, and shall cause each of its directors, executive officers, and each holder of more than 10% of the outstanding shares of Common Stock, to execute and deliver to the Representative, on or prior to the date hereof, a Lock-Up Agreement substantially in the form of Exhibit A hereto (each, a "Lock-Up Agreement"). The Lock-Up Agreement shall provide for a lock-up period of ninety (90) days from the date of the Final Prospectus Supplement (the "Lock-Up Period"), subject to release only with the prior written consent of the Representative (Pinnacle Zanthor & Co.). The following persons shall be subject to the Lock-Up Agreement:

(i) all directors and executive officers of the Company (ten (10) persons), as identified on Schedule IV hereto; and

(ii) Grandview Capital Partners, LP (Elena Vasquez, Managing Partner), the holder of 18,720,000 shares of Common Stock (representing approximately 12.28% of the outstanding shares of Common Stock).

During the Lock-Up Period, the Company shall not, without the prior written consent of the Representative:

(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Company or are thereafter acquired);

(ii) file or cause to be filed with the Commission any registration statement relating to the offering of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock; or

(iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i), (ii), or (iii) above is to be settled by delivery of Common Stock or such other securities, in cash, or otherwise.

The foregoing restrictions shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, as described in the Prospectus, (C) the issuance by the Company of shares of Common Stock or options to purchase shares of Common Stock pursuant to any employee benefit plan of the Company in effect on the date hereof, (D) the filing of a registration statement on Form S-8 relating to shares of Common Stock issuable under employee benefit plans of the Company in effect on the date

(k) Reporting. During the period in which a prospectus relating to the Shares is (or, but for the exemption in Rule 172 under the Securities Act, would be) required by the Securities Act to be delivered, the Company shall file all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act in a timely manner.

(l) Gaming Regulatory Filings. The Company shall make all filings with, and submit all notifications to, the Gaming Authorities required in connection with the offering and the issuance and sale of the Shares in a timely manner. The Company shall promptly notify the Representative of any material communication from any Gaming Authority with respect to the offering or the issuance and sale of the Shares, including any request for additional information, any indication that a Gaming Authority may object to or impose conditions upon the offering, or any investigation or proceeding initiated or threatened by a Gaming Authority.

(m) MNPI Covenant. The Company covenants that during the period from the date hereof through and including the shall not, without the prior written consent of the Representative ,

SECTION 5. EXPENSES

(a) Company Expenses. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company shall pay or cause to be paid all costs and expenses incident to the performance of the Company's obligations under this Agreement and in connection with the offering and sale of the Shares, including, without limitation:

(i) the preparation, printing, filing, and distribution of the Registration Statement (including financial statements, exhibits, and all amendments and supplements thereto), the Preliminary Prospectus, the Prospectus, and each free writing prospectus (if any);

(ii) the SEC registration fee payable with respect to the Shares;

(iii) the NYSE supplemental listing fee;

(iv) the FINRA filing fee required in connection with the review by FINRA of the underwriting terms and arrangements;

(v) the printing and engraving of stock certificates (if any) and the issuance of the Shares in book-entry form through DTC;

(vi) the fees and expenses of counsel to the Company (Calderwood & Harkness LLP; estimated fees of approximately $475,000);

(vii) the fees and expenses of the Company's independent registered public accounting firm (Kaplan Feld & Associates LLP), including fees and expenses relating to the delivery of the comfort letters contemplated by Section 6(h) hereof;

(viii) the fees and expenses of the Company's financial advisor (Ridgeline Advisory Group LLC);

(ix) the fees and expenses of the Transfer Agent and registrar (Continental Share Services, Inc.);

(x) the filing fees and expenses (including fees and disbursements of counsel) incurred in connection with the qualification or registration of the Shares under the securities or "blue sky" laws of such jurisdictions as the Representative may designate pursuant to Section 4(d) hereof;

(xi) the fees and expenses associated with any filings required with Gaming Authorities in connection with the offering; and

(xii) all other costs and expenses incident to the offering and sale of the Shares that are not otherwise specifically provided for in this Section 5.

The Company estimates that the total offering expenses payable by the Company (excluding the underwriting discount) will be approximately $1,350,000.

(b) Underwriter Expenses. The Underwriters shall pay their own costs and expenses in connection with the offering, including, without limitation, the fe

CONFIDENTIAL TREATMENT REQUESTED — THIS DOCUMENT IS AN INITIAL DRAFT FOR DISCUSSION PURPOSES ONLY AND DOES NOT CONSTITUTE A BINDING AGREEMENT. THIS DOCUMENT IS SUBJECT TO ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT PROTECTION.
UNDERWRITING AGREEMENT
Redstone Gaming Corp.
6,557,377 Shares of Common Stock (Plus Up to 983,606 Additional Shares Pursuant to the Over-Allotment Option)
Public Offering Price: $27.45 Per Share
Dated: [●], 2025 (Expected October 28, 2025)
Prepared by:
Calderwood & Harkness LLP 7 Times Square, 38th Floor New York, NY 10036
THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN ARE CONFIDENTIAL AND ARE BEING PROVIDED SOLELY FOR THE PURPOSE OF FACILITATING DISCUSSIONS BETWEEN THE PARTIES IDENTIFIED HEREIN. NO PERSON OR ENTITY MAY USE, DISTRIBUTE, OR REPRODUCE THIS DOCUMENT OR ANY PORTION HEREOF WITHOUT THE PRIOR WRITTEN CONSENT OF CALDERWOOD & HARKNESS LLP. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.
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UNDERWRITING AGREEMENT
[●], 2025
Pinnacle Zanthor & Co. 280 Park Avenue New York, NY 10017
As Representative of the several Underwriters named in Schedule I hereto
Ladies and Gentlemen:
Redstone Gaming Corp., a Delaware corporation (the "Company"), with its principal executive offices located at 3900 Las Vegas Boulevard South, Suite 1200, Las Vegas, NV 89119, proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 6,557,377 shares (the "Firm Shares") of its common stock, par value $0.001 per share (the "Common Stock"), and, at the option of the Underwriters, up to an additional 983,606 shares of Common Stock (the "Option Shares" and, together with the Firm Shares, the "Shares"). Pinnacle Zanthor & Co., a New York limited partnership (the "Representative"), is acting as Lead Bookrunning Manager and as representative of the several Underwriters. Hargrove Williams Securities LLC, a Delaware limited liability company, is acting as Joint Bookrunning Manager. Clearwater Capital Markets Inc., a Maryland corporation, is acting as Co-Manager.
The Company has filed with the Securities and Exchange Commission (the "Commission" or "SEC") a shelf registration statement on Form S-3 (File No. 333-278401) (the "Initial Registration Statement"), originally filed on March 14, 2024, and declared effective by the Commission on March 28, 2024, with an aggregate shelf capacity of $750,000,000, for the registration of debt securities, common stock, preferred stock, depositary shares, warrants, and units. The Company has previously conducted a takedown under the Initial Registration Statement in the amount of $200,000,000 (the September 2024 offering of 5.875% Senior Notes due 2031), leaving remaining shelf capacity of $550,000,000 prior to the offering contemplated hereby. The Initial Registration Statement, as amended at the time it became effective, including the documents incorporated by reference therein, is hereinafter referred to as the "Registration Statement." The registration statement, as amended at the time it became effective, for purposes of Section 11 of the Securities Act of 1933, as amended (the "Securities Act" or "Act"), as supplemented by any rule or regulation under the Securities Act and any applicable order of the Commission, is hereinafter referred to as the "Registration Statement at Effectiveness."
The Company has prepared a base prospectus dated March 28, 2024 (the "Base Prospectus") and a preliminary prospectus supplement dated October 6, 2025 (the "Preliminary Prospectus Supplement"), each of which has been filed with the Commission. The Base Prospectus, as supplemented by the Preliminary Prospectus Supplement, is hereinafter referred to as the "Preliminary Prospectus." The Company will prepare a final prospectus supplement to be filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act (the "Final Prospectus Supplement"). The Base Prospectus, as supplemented by the Final Prospectus Supplement, is hereinafter referred to as the "Prospectus."
The shares of Common Stock are currently listed and traded on the New York Stock Exchange (the "NYSE") under the ticker symbol "RDGM" (CUSIP 76134Q 108).
As used in this Agreement, the following terms shall have the meanings set forth below:
"Applicable Time" means [●] p.m. (New York City time) on the date hereof.
"Closing Date" has the meaning set forth in Section 1(c) hereof.
"DTC" means The Depository Trust Company.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
"FINRA" means the Financial Industry Regulatory Authority, Inc.
"Gaming Authorities" means, collectively, the Nevada Gaming Commission, the New Jersey Division of Gaming Enforcement, the Mississippi Gaming Commission, the Louisiana Gaming Control Board, the Indiana Gaming Commission, and any other governmental authority with jurisdiction over the gaming operations of the Company or its subsidiaries.
"Option Closing Date" has the meaning set forth in Section 1(b) hereof.
"Pricing Disclosure Package" means the Preliminary Prospectus, together with the Pricing Term Sheet described in Schedule II hereto and any other free writing prospectuses (as defined in Rule 405 under the Securities Act) that have been approved in writing by the Company and the Representative for use in connection with the offering of the Shares, all considered together as of the Applicable Time.
"Pricing Term Sheet" means the term sheet in the form set forth in Schedule II hereto, to be filed as a free writing prospectus under Rule 433 under the Securities Act.
"Transfer Agent" means Continental Share Services, Inc., with offices at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004.
All references in this Agreement to the Registration Statement, any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of the foregoing shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering, Analysis, and Retrieval system (or any successor system). All references in this Agreement to financial statements and schedules and other information that is "contained," "included," or "stated" in the Registration Statement, any Preliminary Prospectus, or the Prospectus (or other references of like import) shall be deemed to include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus, or the Prospectus, as applicable.
The Company and the Underwriters hereby confirm their agreement as follows:
SECTION 1. PURCHASE AND SALE OF SHARES
(a) Agreement to Purchase Firm Shares. Subject to the terms and conditions set forth herein, the Company agrees to issue and sell to each of the several Underwriters, and each of the 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. The total number of Firm Shares to be sold by the Company is 6,557,377 shares of Common Stock. The purchase price per Firm Share to be paid by each Underwriter to the Company shall be $26.352 per share (which is equal to the public offering price of $27.45 per share less the underwriting discount of $1.098 per share, representing 4.0% of the public offering price). The aggregate purchase price for all Firm Shares shall be approximately $172,800,000 (subject to rounding based on the exact number of shares). The obligation of each Underwriter to purchase its respective allotment of Firm Shares shall be several and not joint, and no Underwriter shall be obligated to purchase any Firm Shares allocated to a defaulting Underwriter, except as provided in Section 10 hereof.
(b) Over-Allotment Option. The Company hereby grants to the several Underwriters an option (the "Over-Allotment Option"), exercisable in whole or in part, at any time and from time to time during the thirty (30) calendar day period commencing on the date of the Final Prospectus Supplement, to purchase up to 983,606 additional shares of Common Stock (the "Option Shares") at the same purchase price per share as applies to the Firm Shares, as set forth in Section 1(a) above. The Over-Allotment Option may be exercised solely to cover over-allotments, if any, made in connection with the offering of the Firm Shares. The Over-Allotment Option may be exercised by the Representative by delivery of written notice (which may be delivered by electronic mail) to the Company, setting forth the number of Option Shares to be purchased and the date of delivery and payment therefor (each, an "Option Closing Date"), which Option Closing Date shall be a business day not later than the thirtieth (30th) calendar day after the date of the Final Prospectus Supplement (or, if such thirtieth day is not a business day, the next succeeding business day). If any Option Shares are to be purchased, each Underwriter, severally and not jointly, shall purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Shares to be purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The maximum number of Shares (Firm Shares and Option Shares combined) that may be issued in the offering is 7,540,983 shares. The maximum aggregate gross proceeds of the offering, assuming full exercise of the Over-Allotment Option, are approximately $207,000,000.
(c) Payment and Delivery — Firm Shares. Payment for and delivery of the Firm Shares shall take place at the offices of Calderwood & Harkness LLP, 7 Times Square, 38th Floor, New York, NY 10036, at 10:00 a.m. (New York City time) on October 31, 2025, or at such other time and place as the Representative and the Company may agree in writing (the "Closing Date"). Payment shall be made by wire transfer of immediately available funds to such account or accounts as the Company shall designate in writing to the Representative not later than two (2) business days prior to the Closing Date, against delivery of the Firm Shares in book-entry form through the facilities of DTC for the respective accounts of the several Underwriters. The aggregate payment to be made by the Underwriters on the Closing Date shall equal the purchase price per Firm Share multiplied by the total number of Firm Shares. The Company shall cause Continental Share Services, Inc., as Transfer Agent and registrar for the Common Stock, to make the Firm Shares available for checking at least twenty-four (24) hours prior to the Closing Date at the above offices of Calderwood & Harkness LLP or at the offices of DTC or its designated custodian.
(d) Payment and Delivery — Option Shares. On each Option Closing Date, payment for and delivery of the Option Shares to be purchased on such Option Closing Date shall be made at the offices of Calderwood & Harkness LLP at 10:00 a.m. (New York City time), or at such other time and place as the Representative and the Company may agree in writing. Payment shall be made by wire transfer of immediately available funds to such account or accounts as the Company shall designate, against delivery of the Option Shares in book-entry form through the facilities of DTC for the respective accounts of the several Underwriters. The delivery mechanics for the Option Shares shall be identical in all respects to those described in Section 1(c) above for the Firm Shares.
SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to each of the several Underwriters as of the date hereof, as of the Applicable Time, and as of the Closing Date (and, if applicable, as of each Option Closing Date), as follows:
(a) Registration Statement and Prospectus. The Registration Statement has been filed with the Commission and has been declared effective 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 initiated or, to the knowledge of the Company, threatened by the Commission. The Registration Statement, at the time it became effective, did not contain and, as of the date hereof and as of the Closing Date, does not and will not contain any 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 Preliminary Prospectus Supplement was filed with the Commission on October 6, 2025 pursuant to Rule 424(b)(5) under the Securities Act in compliance with the requirements of such Rule. The Prospectus, as of its date and as of the Closing Date (and any Option Closing Date), will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Pricing Disclosure Package, as of the Applicable Time, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has complied  with the requirements of the Securities Act, the Exchange Act, and the rules and regulations of the Commission promulgated thereunder in connection with the preparation, filing, and effectiveness of the Registration Statement, the Preliminary Prospectus, and the Prospectus. The foregoing representations and warranties in this Section 2(a) do not apply to statements in or omissions from the Registration Statement, the Prospectus, or the Pricing Disclosure Package made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representative expressly for use therein.
(b) Incorporation by Reference. All documents filed by the Company under the Exchange Act and incorporated by reference in the Registration Statement and the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and, at the time of filing, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Without limiting the generality of the foregoing, the following documents have been duly filed and are incorporated by reference in the Registration Statement and the Prospectus: (i) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended by the Company's Form 10-K/A filed with the Commission on July 15, 2025; (ii) all Quarterly Reports on Form 10-Q filed by the Company since the end of the fiscal year covered by the Annual Report referred to in clause (i); (iii) all Current Reports on Form 8-K filed by the Company since the end of the fiscal year covered by the Annual Report referred to in clause (i) (other than any information furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, unless expressly incorporated by reference); and (iv) the description of the Company's Common Stock contained in the Company's registration statement filed pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description.
(c) Organization, Good Standing, and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Charter File No. 7291845). The Company has all requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Prospectus. The Company is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, including, without limitation, the States of Nevada, New Jersey,   and in each other jurisdiction where the failure so to qualify would, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, business, properties, operations, assets, liabilities, or prospects of the Company and its subsidiaries, taken as a whole (a "Material Adverse Effect").
(d) Subsidiaries. All subsidiaries of the Company are set forth in Exhibit 21 to the Company's most recent Annual Report on Form 10-K, as amended, filed with the Commission. Without limiting the foregoing, the subsidiaries of the Company include RedBet Digital LLC, a Nevada limited liability company and a wholly-owned subsidiary of the Company, which operates online sports betting and iGaming operations in twelve (12) states. Each subsidiary of the Company is a corporation, limited liability company, or other entity duly organized, validly existing, and in good standing (to the extent such concept is applicable) under the laws of its jurisdiction of organization, with all requisite power and authority to own, lease, and operate its properties and to conduct its business as described in the Prospectus. Each subsidiary of the Company is duly qualified to transact business and is in good standing (to the extent such concept is applicable) in each jurisdiction in which such qualification is required, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect. All of the issued and outstanding capital stock of, or other equity or ownership interests in, each subsidiary of the Company has been duly authorized and validly issued, is fully paid and non-assessable (to the extent such concept is applicable), and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim, or equity, except as described in the Prospectus.
(e) Capitalization. The authorized capital stock of the Company consists of 300,000,000 shares of Common Stock, par value $0.001 per share, and 10,000,000 shares of Preferred Stock, par value $0.001 per share. As of the date hereof, (i) 152,400,000 shares of Common Stock are issued and outstanding, (ii) 4,200,000 shares of Common Stock are held by the Company as treasury stock, and (iii) no shares of Preferred Stock are issued or outstanding. As of the date hereof, 3,850,000 options to purchase shares of Common Stock are outstanding under the Company's 2021 Equity Incentive Plan, at a weighted-average exercise price of $19.72 per share. All outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable, and were issued in compliance with all applicable federal and state securities laws. Except as set forth in the Prospectus and except for the Over-Allotment Option granted to the Underwriters pursuant to Section 1(b) hereof, there are no outstanding subscriptions, rights, warrants, options, calls, convertible or exchangeable securities, commitments of sale, or other contracts, arrangements, or agreements of any character obligating the Company to issue, deliver, or sell, or cause to be issued, delivered, or sold, any additional shares of capital stock of the Company or obligating the Company to grant, extend, or enter into any such subscription, right, warrant, option, call, convertible or exchangeable security, commitment, or agreement. Immediately following the closing of the offering of the Firm Shares (and assuming no exercise of the Over-Allotment Option), 158,957,377 shares of Common Stock will be issued and outstanding. Immediately following the closing of the offering of the Shares (assuming full exercise of the Over-Allotment Option), 159,940,983 shares of Common Stock will be issued and outstanding. The foregoing capitalization figures are on a pre-dilution basis and do not give effect to (A) shares of Common Stock issuable upon the exercise of outstanding stock options under the Company's 2021 Equity Incentive Plan, (B) shares of Common Stock reserved for future issuance under the Company's 2021 Equity Incentive Plan, or (C) the treasury shares held by the Company.
(f) Authorization and Validity of the Shares. The Shares (including the Firm Shares and the Option Shares) have been duly authorized by all necessary corporate action on the part of the Company. The Board of Directors of the Company, at a meeting duly called and held on September 30, 2025, adopted resolutions (i) authorizing the offering and sale of the Shares, (ii) establishing a 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) (the "Pricing Committee"), and (iii) delegating to the Pricing Committee the authority to determine and approve the final public offering price per share (subject to a price floor of $25.00 per share), the number of shares to be sold (up to a maximum of 8,000,000 shares, inclusive of Option Shares), and the final terms and conditions of the underwriting arrangements. The Pricing Committee has duly exercised such delegated authority. When the Shares are issued and delivered against payment therefor as provided herein, such Shares will be duly and validly issued, fully paid and non-assessable, and free of any preemptive rights, rights of first refusal, or other similar rights that entitle any person to acquire shares of Common Stock or other equity securities of the Company.
(g) Authorization of This Agreement. This Agreement has been duly authorized, executed, and delivered by the Company. This Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws now or hereafter in effect relating to creditors' rights generally, and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(h) No Conflicts. The execution, delivery, and performance by the Company of this Agreement, the issuance and sale of the Shares, and the consummation of the transactions contemplated herein and in the Prospectus 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, 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, the Certificate of Incorporation (as amended and restated) or the Bylaws (as amended) of the Company;
(ii) conflict with or result in a breach or violation of any federal, state, local, or foreign statute, law, order, rule, regulation, judgment, or decree applicable to the Company or any of its subsidiaries or any of their respective properties or assets;
(iii) conflict with or result in a breach of, or default or Repayment Event (as defined in any such document) under, any bond, debenture, note, indenture, loan agreement, mortgage, deed of trust, lease, franchise, license, permit, or other contract, agreement, or instrument to which the Company or any of its subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or affected, including, without limitation: (A) the indenture dated as of June 15, 2021, by and between the Company and Fidelitas Trust Company, N.A., as trustee, governing the Company's 6.25% Senior Secured Notes due 2028 (outstanding principal balance: $325,000,000); (B) the indenture dated as of September 20, 2024, by and between the Company and Fidelitas Trust Company, N.A., as trustee, governing the Company's 5.875% Senior Notes due 2031 (outstanding principal balance: $200,000,000); and (C) the revolving credit agreement dated as of April 30, 2022, by and among the Company, the lenders party thereto, and Meridian National Bank, N.A., as administrative agent (aggregate capacity: $400,000,000; approximately $135,000,000 currently drawn; maturity: April 30, 2027; interest rate: Term SOFR plus 2.50% per annum); or
(iv) result in the creation or imposition of any lien, charge, or encumbrance upon any property, right, or asset of the Company or any of its  
except in the case of clauses (ii), (iii),   above, for such conflicts, breaches, violations, defaults, liens, charges, or encumbrances that would not, individually or in the aggregate, have a Material Adverse Effect.
(i) No Consents Required. No consent, approval, authorization, order, registration, filing, or qualification of or with any court, governmental agency, or body having jurisdiction over the Company or any of its subsidiaries, or any of their respective properties or assets, is required for the execution, delivery, and performance by the Company of this Agreement, the issuance and sale of the Shares, and the consummation of the transactions contemplated herein, except:
(i) such as have been obtained or made prior to the date hereof;
(ii) the filing of the Final Prospectus Supplement with the Commission pursuant to Rule 424(b)(5) under the Securities Act;
(iii) the filing of a supplemental listing application with the NYSE with respect to the Shares;
(v) such filings with or notifications to Gaming Authorities as may be required in connection with the offering and the issuance and sale of the  
(j) Financial Statements. The consolidated financial statements of the Company (including the related notes and schedules thereto) incorporated by reference in the Registration Statement and the Prospectus present fairly in all material respects the financial condition, results of operations, changes in stockholders' equity, and cash flows of the Company and its consolidated subsidiaries as of the dates and for the periods indicated, in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") applied on a consistent basis throughout the periods involved, except as otherwise stated in the notes thereto. The selected financial data and the summary financial information set forth in the Registration Statement and the Prospectus fairly present in all material respects the information set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements incorporated by reference therein. For the fiscal year ended December 31, 2024, the Company reported total revenues of approximately $2.47 billion, Adjusted EBITDA of approximately $612 million, and net income of approximately $187 million. Kaplan Feld & Associates LLP (engagement partner: Sandra Meyers, CPA), which has audited the consolidated financial statements of the Company for the fiscal year ended December 31, 2024, is an independent registered public accounting firm with respect to the Company within the meaning of the Securities Act, the Exchange Act, and the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States).
(k) No Material Adverse Change. Since the date of the most recent financial statements of the Company incorporated by reference in the Registration Statement and the Prospectus, (i) there has been no   and (ii) the Company and its subsidiaries, taken as a whole, have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction, not in the ordinary course of business, other than as set forth in or contemplated by the Prospectus.
(l) Legal Proceedings. Except as set forth in or contemplated by the Prospectus, there are no legal, governmental, or regulatory investigations, actions, suits, or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries or any of their respective properties or assets that (i) could reasonably be expected to have a Material Adverse Effect or (ii) are required to be described in the Registration Statement or the Prospectus and are not so described. There are no contracts or documents of the Company or any of its subsidiaries that are required to be described in the Registration Statement or the Prospectus, or to be filed as exhibits to the Registration Statement, that have not been described or filed as required.
(m) Compliance with Laws. The Company and each of its subsidiaries have been and are in compliance in all material respects with all applicable federal, state, local, and foreign statutes, laws, rules, regulations, ordinances, codes, directives, orders, judgments, decrees, and governmental approvals, including, without limitation, all applicable gaming laws, regulations, and rules of every Gaming Authority having jurisdiction over the Company or its subsidiaries, except where any failure to be in compliance would not, individually or in the aggregate, have a Material Adverse Effect.
(n) Gaming Licenses and Regulatory Compliance. The Company and its subsidiaries hold all   licenses, permits, approvals, authorizations, registrations, findings of suitability, franchises, entitlements, waivers, and exemptions issued by any Gaming Authority (collectively, "Gaming Approvals") that are necessary for the ownership, lease, and operation of each of their gaming properties and for the conduct of their gaming businesses as currently   including, without limitation:
(i) Nevada Gaming Commission License No. NGC-2019-04172;
(ii) New Jersey Division of Gaming Enforcement License No. NJDGE-2020-1138;
(iii) Mississippi Gaming Commission License No. MGC-2018-0623; and
(iv) all licenses, permits, and approvals required for RedBet Digital LLC's online sports betting and iGaming operations in twelve (12) states.
All such Gaming Approvals are valid and in full force and effect, and no proceedings are pending or, to the knowledge of the Company, threatened seeking the revocation, limitation, suspension, conditioning, or non-renewal of any such Gaming Approval. The Company has submitted applications for gaming licenses to the Louisiana Gaming Control Board (  August 12, 2025) and the Indiana Gaming Commission (  September 5,   the Company's knowledge   exist that would reasonably be expected to result in the denial  of   The Company and its subsidiaries are in compliance in all material respects with the terms and conditions of all   and with all applicable gaming laws, rules, and regulations, including all suitability requirements applicable to directors, officers, key employees, and other persons required to be found suitable.  The Company has made all required filings with Gaming Authorities in connection with the offering and the issuance and sale of the Shares.
(o) Properties and Assets. The Company and its subsidiaries have good and marketable title to, or valid and enforceable leasehold interests in, all real and personal property described in the Prospectus as being owned or leased by them, including eight (8) casino-resort properties located across the States of Nevada, New Jersey, and Mississippi, in each case free and clear of all mortgages, pledges, liens, security interests, claims, restrictions, equities, charges, and encumbrances, except (i) as described in the Prospectus, (ii) such as do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries, or (iii) for mechanics' and similar liens arising in the ordinary course of business. All material leases to which the Company or any of its subsidiaries is a party are valid, binding, and enforceable, and neither the Company nor any of its subsidiaries, nor to the Company's knowledge, any other party thereto, is in default under any such lease, except where such default would not, individually or in the aggregate, have a Material Adverse Effect.
(p) intellectual Property. The Company and its subsidiaries own, or have obtained valid licenses or rights to use, all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, domain names, copyrights, licenses, inventions, trade secrets, technology, know-how, and other intellectual property (collectively, "intellectual Property Rights") necessary for the conduct of their respective businesses as currently conducted, including, without limitation, all intellectual Property Rights associated with the "RedBet Digital" brand and technology platform. To the knowledge of the Company, no third party is infringing upon any intellectual Property Rights of the Company or its subsidiaries in any manner that would, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any notice of any claim of infringement, misappropriation, or conflict with any intellectual Property Rights of any third party that would, individually or in the aggregate, have a Material Adverse Effect.
(q) Tax Matters. The Company and its subsidiaries have filed all material federal, state, local, and foreign tax returns required to be filed through the date hereof (or have obtained extensions for the filing thereof) and have paid all material taxes required to be paid thereon (except for those being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with U.S. GAAP). The Company's federal employer identification number is 88-1034572. No material tax deficiency has been determined adversely to the Company or any of its subsidiaries that has not been paid or is not being contested in good faith. The Company and its subsidiaries have made adequate charges, accruals, and reserves in accordance with U.S. GAAP in their financial statements incorporated by reference in the Prospectus in respect of all material federal, state, local, and foreign taxes for all periods as to which the tax liability of the Company and its subsidiaries has not been finally determined.
(r) Insurance. The Company and its subsidiaries are insured by insurers of recognized financial responsibility against such losses, damages, and liabilities, and carry such amounts of insurance, as the Company reasonably believes to be adequate for the conduct of its business and the value of its properties and as is customary for companies of established reputation engaged in the same or similar businesses. The Company maintains directors' and officers' liability insurance with Sentinel Risk Underwriters, Inc. (Policy No. SRU-DOX-2025-41882) with a policy limit of $75,000,000.  Neither the Company nor any of its subsidiaries has received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or that the coverage thereunder will not be renewed upon expiration thereof, except as would not, individually or in the aggregate, have a Material Adverse Effect. All policies of insurance maintained by or on behalf of the Company or its subsidiaries are in full force and effect, and the Company and its subsidiaries are in compliance with the terms of such policies in all material respects.
(s) Internal Controls and Disclosure Controls. The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by, or under the supervision of, the Company's principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company's principal executive officer and principal financial officer by others within those entities. Based on its most recent evaluation of internal control over financial reporting, the Company is not aware of (i) any significant deficiency or material weakness in the design or operation of its internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. Since the date of the most recent evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.
(t) Sarbanes-Oxley Compliance. The Company is in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder by the Commission. The Company's audit committee meets the requirements of Rule 10A-3 under the Exchange Act and the applicable listing standards of the NYSE. The Company has established and maintains a code of ethics (as defined in Item 406 of Regulation S-K under the Securities Act) applicable to its principal executive officer, principal financial officer, and principal accounting officer.
(u) Investment Company Act. The Company is not, and immediately after giving effect to the offering and sale of the Shares and the application of the net proceeds therefrom as described in the Prospectus under "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.
(v) ERISA. The Company and its subsidiaries and each of their "ERISA Affiliates" (as defined below) are in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the regulations and published interpretations thereunder, and with all applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), with respect to each "employee benefit plan" (as defined in Section 3(3) of ERISA) maintained, sponsored, or contributed to by the Company, any of its subsidiaries, or any ERISA Affiliate (each, a "Plan"). No "reportable event" (as defined in Section 4043 of ERISA) has occurred with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. No Plan is or has been subject to the minimum funding standards of Section 412 of the Code or Title IV of ERISA in a manner that would result in a Material Adverse Effect. As used in this Section 2(v), "ERISA Affiliate" means any entity that, together with the Company or any of its subsidiaries, is or would be treated as a single employer under Section 414(b), (c), (m), or (o) of the Code.
(w) Anti-Corruption and Sanctions. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate, or other person associated with or acting on behalf of the Company or any of its subsidiaries has, directly or indirectly, (i) used any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (ii) made any unlawful payment to any foreign or domestic government official or employee or to any foreign or domestic political party or campaign from corporate funds, (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, or any other applicable anti-corruption law, or (iv) made any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee, or affiliate of the Company or any of its subsidiaries is currently the subject or target of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury, or other relevant sanctions 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 of comprehensive Sanctions (including, without limitation, the Crimea region, Cuba, Iran, North Korea, and Syria). The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute, or otherwise make available such proceeds to any subsidiary, joint venture partner, or other person or entity, for the purpose of financing the activities of any person currently the subject or target of Sanctions or in any country or territory that is the subject of comprehensive Sanctions.
(x) No Stabilization. The Company has not taken, directly or indirectly, any action designed, or that has constituted or might reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares in violation of applicable law.
(y) Transfer Agent. Continental Share Services, Inc. has been duly appointed as the transfer agent and registrar for the Common Stock and is serving in such capacity, with offices at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004.
(z) Listing. The shares of Common Stock (including the Shares to be issued and sold pursuant to this Agreement) are listed, or will be approved for listing, on the NYSE under the ticker symbol "RDGM." The Company has filed or will file a supplemental listing application with the NYSE with respect to the Shares in a timely manner.
(aa) Use of Proceeds. The Company intends to use the net proceeds of the offering as described in the Prospectus under the caption "Use of Proceeds." Without limiting the generality of the foregoing, the Company intends to apply the net proceeds as follows:
(i) approximately $115,000,000 for expansion into the Louisiana and Indiana gaming markets, consisting of approximately $70,000,000 for the development of a new casino-resort facility in Bossier City, Louisiana, and approximately $45,000,000 for the renovation and rebranding of an existing gaming facility in Gary, Indiana;
(ii) approximately $50,000,000 for the partial retirement of the Company's outstanding 6.25% Senior Secured Notes due 2028, reducing the outstanding principal balance thereof from $325,000,000 to approximately $275,000,000; and
(iii) the remainder of approximately $6,450,000 for general corporate purposes, including working capital.
(bb) Free Writing Prospectuses. The Company has not made, and will not make, any offer relating to the Shares that would constitute a "free writing prospectus" as defined in Rule 405 under the Securities Act, without the prior written consent of the Representative, other than the Pricing Term Sheet described in Schedule II hereto. Any free writing prospectus that the Company has filed, used, referred to, or distributed in connection with the offering of the Shares complied or will comply in all material respects with the requirements of the Securities Act and the rules and regulations thereunder. The Company has satisfied all conditions under Rule 433 under the Securities Act applicable to the use of any such free writing prospectus, including timely filing with the Commission, legending, and record keeping.
(cc) Emerging Growth Company / Well-Known Seasoned Issuer Status. The Company is not an "emerging growth company" as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). The Company is a "well-known seasoned issuer" as defined in Rule 405 under the Securities Act, is eligible to use Form S-3 for the registration of the Shares, and meets the requirements for use of the Securities Act registration statement on Form S-3. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to the use of Form S-3.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE UNDERWRITERS
Each of the several Underwriters, severally and not jointly, hereby represents and warrants to the Company as follows:
(a) Authority. Such Underwriter has all requisite corporate, partnership, or limited liability company power and authority (as applicable) to enter into this Agreement and to perform its obligations hereunder, and this Agreement has been duly authorized, executed, and delivered by such Underwriter.
(b) FINRA Membership. Such Underwriter is a member in good standing of the Financial Industry Regulatory Authority, Inc. ("FINRA") and is registered as a broker-dealer under the Exchange Act and under the applicable securities laws of each state in which the Shares are offered or sold by such Underwriter (to the extent required by applicable law).
(c) Compliance with Regulation M. Such Underwriter has complied and will comply with the applicable provisions of Regulation M under the Exchange Act in connection with the offering of the Shares and has not engaged and will not engage in any activity that would constitute a violation of Regulation M in connection with the offering.
(d) No Unauthorized Offers. Such Underwriter has not made and will not make any offer relating to the Shares by means of any "free writing prospectus" (as defined in Rule 405 under the Securities Act) that has not been approved in writing by the Company and listed on Schedule II hereto, and has not distributed and will not distribute any written communication (other than the Registration Statement, the Preliminary Prospectus, the Prospectus, and any free writing prospectus approved by the Company and listed on Schedule II hereto) in connection with the offering of the Shares, unless such communication constitutes an "issuer free writing prospectus" (as defined in Rule 433(h)(1) under the Securities Act) that has been approved by the Company, or a communication permitted by Rules 134 or 163B under the Securities Act.
SECTION 4. COVENANTS OF THE COMPANY
The Company hereby covenants and agrees with each of the several Underwriters as follows:
(a) Filing of Prospectus Supplement. The Company shall file the Final Prospectus Supplement with the Commission pursuant to Rule 424(b)(5) under the Securities Act within the time period required by such Rule and shall furnish to the Representative copies of the Final Prospectus Supplement as filed with the Commission. The Company shall promptly advise the Representative (by telephone, confirmed by electronic mail) of the filing of the Final Prospectus Supplement and the time and date of such filing.
(b) Amendments and Supplements. The Company shall not, during the period from the date hereof through and including the date that is ninety (90) days after the date of the Final Prospectus Supplement, file with the Commission any amendment to the Registration Statement or any supplement to the Prospectus (other than the Final Prospectus Supplement, any document to be filed pursuant to the Exchange Act and deemed to be incorporated by reference, or any supplement relating solely to securities other than the Shares), unless a copy thereof shall have been submitted to the Representative a reasonable time prior to the filing thereof and the Representative shall not have objected thereto in good faith. The Company shall promptly advise the Representative (by telephone, confirmed by electronic mail) of:
(i) the receipt of any comments from, or any request for additional information by, the Commission or the staff of the Commission relating to the Registration Statement or the Prospectus;
(ii) the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Prospectus;
(iii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Prospectus, or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; and
(iv) the receipt of any notification with respect to the suspension of the qualification or exemption from qualification of the Shares for offering or sale in any jurisdiction, or the initiation or threatening of any proceeding for that purpose.
The Company shall use its commercially reasonable efforts to prevent the issuance of any such stop order or notice of suspension and, if any such stop order or notice of suspension is issued, to obtain the withdrawal thereof at the earliest possible time. If, at any time during the period in which a prospectus relating to the Shares is (or, but for the exemption in Rule 172 under the Securities Act, would be) required by the Securities Act to be delivered, any event occurs as a result of which the Prospectus as then supplemented would include an untrue statement of a material fact, or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act, the Company shall promptly notify the Representative of such event and shall promptly prepare and file with the Commission, at the Company's expense, an amendment or supplement to the Prospectus that will correct such statement or omission or effect such compliance.
(c) Delivery of Copies. The Company shall furnish to the Representative and to underwriters' counsel (Whitmore & Pratt LLP, Attention: Thomas Beaumont, 51 West 52nd Street, New York, NY 10019) such number of copies of the Registration Statement (including all amendments thereto, all exhibits filed therewith, and all documents incorporated by reference therein), the Preliminary Prospectus, the Prospectus, the Pricing Disclosure Package, and each free writing prospectus (if any) as the Representative may reasonably request.
(d) Blue Sky Compliance. The Company shall cooperate with the Underwriters and underwriters' counsel in qualifying or registering the Shares for offering and sale under the securities or "blue sky" laws of such jurisdictions as the Representative may designate, shall continue such qualifications in effect for so long as may be necessary to complete the distribution of the Shares, and shall bear the cost of all such filings and qualifications; provided, however, that the Company shall not be obligated to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, (ii) file a general consent to service of process in any jurisdiction, or (iii) subject itself to taxation in any jurisdiction in which it is not otherwise subject to taxation.
(e) Earnings Statement. The Company shall make generally available to its security holders and to the Representative, as soon as practicable, an earnings statement (which need not be audited) covering a period of at least twelve (12) months beginning with the first fiscal quarter of the Company beginning after the "effective date" (as defined in Rule 158 under the Securities Act) of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and, if applicable, Rule 158 under the Securities Act.
(f) Use of Proceeds. The Company shall apply the net proceeds from the sale of the Shares substantially as described in the Prospectus under the caption "Use of Proceeds." 
(g) No Stabilization. The Company shall not take, directly or indirectly, any action designed, or that could reasonably be expected, to cause or result in the stabilization or manipulation of the price of the Common Stock or any other security of the Company in violation of applicable law, whether to facilitate the sale or resale of the Shares or otherwise.
(h) Transfer Agent. The Company shall maintain Continental Share Services, Inc. as the transfer agent and registrar for the Common Stock and shall cause such transfer agent to act as transfer agent and registrar with respect to the Shares.
(i) Listing. The Company shall use its commercially reasonable efforts to maintain the listing of the Common Stock (including the Shares) on the NYSE and shall file a supplemental listing application with the NYSE with respect to the Shares in a timely manner and use commercially reasonable efforts to obtain approval of such supplemental listing application.
(j) Lock-Up Agreement Compliance. The Company shall not, and shall cause each of its directors, executive officers, and each holder of more than 10% of the outstanding shares of Common Stock, to execute and deliver to the Representative, on or prior to the date hereof, a Lock-Up Agreement substantially in the form of Exhibit A hereto (each, a "Lock-Up Agreement"). The Lock-Up Agreement shall provide for a lock-up period of ninety (90) days from the date of the Final Prospectus Supplement (the "Lock-Up Period"), subject to release only with the prior written consent of the Representative (Pinnacle Zanthor & Co.).  The following persons shall be subject to the Lock-Up Agreement:
(i) all directors and executive officers of the Company (ten (10) persons), as identified on Schedule IV hereto; and
(ii) Grandview Capital Partners, LP (Elena Vasquez, Managing Partner), the holder of 18,720,000 shares of Common Stock (representing approximately 12.28% of the outstanding shares of Common Stock).
During the Lock-Up Period, the Company shall not, without the prior written consent of the Representative:
(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Company or are thereafter acquired);
(ii) file or cause to be filed with the Commission any registration statement relating to the offering of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock; or
(iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i), (ii), or (iii) above is to be settled by delivery of Common Stock or such other securities, in cash, or otherwise.
The foregoing restrictions shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, as described in the Prospectus, (C) the issuance by the Company of shares of Common Stock or options to purchase shares of Common Stock pursuant to any employee benefit plan of the Company in effect on the date hereof,  (D) the filing of a registration statement on Form S-8 relating to shares of Common Stock issuable under employee benefit plans of the Company in effect on the date  
(k) Reporting. During the period in which a prospectus relating to the Shares is (or, but for the exemption in Rule 172 under the Securities Act, would be) required by the Securities Act to be delivered, the Company shall file all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act in a timely manner.
(l) Gaming Regulatory Filings. The Company shall make all filings with, and submit all notifications to, the Gaming Authorities required in connection with the offering and the issuance and sale of the Shares in a timely manner. The Company shall promptly notify the Representative of any material communication from any Gaming Authority with respect to the offering or the issuance and sale of the Shares, including any request for additional information, any indication that a Gaming Authority may object to or impose conditions upon the offering, or any investigation or proceeding initiated or threatened by a Gaming Authority. 
(m) MNPI Covenant. The Company covenants that during the period from the date hereof through and including the   shall not, without the prior written consent of the Representative ,  
SECTION 5. EXPENSES
(a) Company Expenses. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company shall pay or cause to be paid all costs and expenses incident to the performance of the Company's obligations under this Agreement and in connection with the offering and sale of the Shares, including, without limitation:
(i) the preparation, printing, filing, and distribution of the Registration Statement (including financial statements, exhibits, and all amendments and supplements thereto), the Preliminary Prospectus, the Prospectus, and each free writing prospectus (if any);
(ii) the SEC registration fee payable with respect to the Shares;
(iii) the NYSE supplemental listing fee;
(iv) the FINRA filing fee required in connection with the review by FINRA of the underwriting terms and arrangements;
(v) the printing and engraving of stock certificates (if any) and the issuance of the Shares in book-entry form through DTC;
(vi) the fees and expenses of counsel to the Company (Calderwood & Harkness LLP; estimated fees of approximately $475,000);
(vii) the fees and expenses of the Company's independent registered public accounting firm (Kaplan Feld & Associates LLP), including fees and expenses relating to the delivery of the comfort letters contemplated by Section 6(h) hereof;
(viii) the fees and expenses of the Company's financial advisor (Ridgeline Advisory Group LLC);
(ix) the fees and expenses of the Transfer Agent and registrar (Continental Share Services, Inc.);
(x) the filing fees and expenses (including fees and disbursements of counsel) incurred in connection with the qualification or registration of the Shares under the securities or "blue sky" laws of such jurisdictions as the Representative may designate pursuant to Section 4(d) hereof;
(xi) the fees and expenses associated with any filings required with Gaming Authorities in connection with the offering; and
(xii) all other costs and expenses incident to the offering and sale of the Shares that are not otherwise specifically provided for in this Section 5.
The Company estimates that the total offering expenses payable by the Company (excluding the underwriting discount) will be approximately $1,350,000.
(b) Underwriter Expenses. The Underwriters shall pay their own costs and expenses in connection with the offering, including, without limitation, the fe

UNDERWRITING AGREEMENT

UNDERWRITING AGREEMENT

SECTION 1. PURCHASE AND SALE OF SHARES

SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE UNDERWRITERS

SECTION 4. COVENANTS OF THE COMPANY

SECTION 5. EXPENSES

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