AGREEMENT AMONG UNDERWRITERS

AGREEMENT AMONG UNDERWRITERS
Relating to the Public Offering of Shares of Common Stock of
Redstone Gaming Corp.
October 28, 2025 (Pricing Date)
Provided by Pinnacle Zanthor & Co. as Lead Bookrunning Manager
Reviewed and commented on by Calderwood & Harkness LLP, counsel to the Issuer
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PREAMBLE
This Agreement Among Underwriters (this "AAU") is entered into as of October 28, 2025, by and among the following parties:
Pinnacle Zanthor & Co., a New York limited partnership, with principal offices at 280 Park Avenue, New York, NY 10017 (the "Lead Bookrunning Manager" or "Lead Manager");
Hargrove Williams Securities LLC, a Delaware limited liability company, with principal offices at 600 Lexington Avenue, Suite 2200, New York, NY 10022 (the "Joint Bookrunning Manager"); and
Clearwater Capital Markets Inc., a Maryland corporation, with principal offices at 100 South Charles Street, Suite 1400, Baltimore, MD 21201 (the "Co-Manager").
The Lead Bookrunning Manager, Joint Bookrunning Manager, and Co-Manager are collectively referred to herein as the "Underwriters" and individually as an "Underwriter."
RECITALS.  WHEREAS, the Underwriters have entered into or will enter into an Underwriting Agreement dated on or about October 28, 2025 (the "Underwriting Agreement") with Redstone Gaming Corp., a Delaware corporation ("RGC" or the "Issuer"), relating to the public offering (the "Offering") of shares of common stock, par value $0.001 per share, of the Issuer (the "Shares");
WHEREAS, the Offering consists of 6,557,377 firm shares (the "Firm Shares") at a public offering price of $27.45 per share, with an option granted by the Issuer to the Underwriters to purchase up to 983,606 additional shares (the "Option Shares") pursuant to a 15% over-allotment option, for maximum total shares of 7,540,983;
WHEREAS, the Shares are registered under a shelf registration statement on Form S-3 (File No. 333-278401) originally filed with the U.S. Securities and Exchange Commission on March 14, 2024, and declared effective on March 28, 2024, and a prospectus supplement to be filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended;
WHEREAS, the Shares are listed on the New York Stock Exchange (the "NYSE") under the ticker symbol "RDGM";
WHEREAS, Pinnacle Zanthor & Co. has been designated as the Lead Bookrunning Manager and representative of the several Underwriters under the Underwriting Agreement; and
WHEREAS, the parties hereto desire to set forth in this Agreement Among Underwriters the rights, obligations, and relationships among the Underwriters with respect to the Offering, including the allocation of commitments, division of underwriting compensation, authority of the Lead Manager, and the terms and conditions governing stabilization activities, selling group arrangements, and related matters.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS
As used in this AAU, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Underwriting Agreement.
"AAU" means this Agreement Among Underwriters, dated as of October 28, 2025, including all schedules and exhibits hereto, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Closing Date" means October 31, 2025 (T+3), or such other date as may be agreed upon by the Lead Manager and the Issuer in accordance with the Underwriting Agreement. In the event that the over-allotment option is exercised after the initial Closing Date, the closing of the purchase of Option Shares shall occur on such date as shall be designated by the Lead Manager, which shall be no later than three (3) business days following the exercise of such option.
"Commission" or "SEC" means the U.S. Securities and Exchange Commission.
"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.
"Firm Shares" means the 6,557,377 shares of common stock of the Issuer to be purchased by the Underwriters pursuant to the Underwriting Agreement on the Closing Date.
"Issuer" means Redstone Gaming Corp., a Delaware corporation.
"Lead Manager" means Pinnacle Zanthor & Co., acting in its capacity as Lead Bookrunning Manager and representative of the several Underwriters hereunder and under the Underwriting Agreement.
"Managing Underwriters" means, collectively, Pinnacle Zanthor & Co. (in its capacity as Lead Bookrunning Manager) and Hargrove Williams Securities LLC (in its capacity as Joint Bookrunning Manager).
"Net Proceeds" means the proceeds of the Offering received by the Issuer after deduction of the Total Underwriting discount and the Issuer's offering expenses.
"NYSE" means the New York Stock Exchange.
"Offering" means the underwritten public offering of common stock of RGC contemplated by the Underwriting Agreement and described in the Prospectus.
"Option Shares" means up to 983,606 additional shares of common stock of the Issuer subject to the 15% over-allotment option granted to the Underwriters pursuant to the Underwriting Agreement.
"Prospectus" means the final prospectus supplement, together with the base prospectus forming a part of the Registration Statement, relating to the Offering, including any amendments or supplements thereto, as filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act.
"Registration Statement" means the shelf registration statement on Form S-3 (File No. 333-278401) filed by the Issuer with the Commission on March 14, 2024, and declared effective on March 28, 2024, as amended and supplemented through the date hereof and as may be further amended or supplemented from time to time, including the documents incorporated by reference therein and any registration statement filed pursuant to Rule 462(b) under the Securities Act.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
"Selling Group" means selected dealers and brokers invited by the Lead Manager to participate in the distribution of the Shares to investors, each of whom shall execute a Selected Dealer Agreement in the form prescribed by the Lead Manager.
"Stabilizing Bid" means any bid or purchase made in compliance with Rule 104 of Regulation M under the Exchange Act for the purpose of pegging, fixing, or stabilizing the price of the Shares on the NYSE.
"Syndicate Account" means the account established and managed by the Lead Manager at Greaves Bancorp, or such other financial institution designated by the Lead Manager, for the settlement of syndicate transactions, including the collection and disbursement of the purchase price for the Shares, the allocation and payment of underwriting compensation, and the settlement of gains and losses from stabilization activities.
"Total Underwriting discount" means $1.098 per share, representing 4.0% of the public offering price of $27.45 per share, totaling $7,200,000 in the aggregate for the Firm Shares (calculated as 6,557,377 shares multiplied by $1.098 per share, rounded).
"Underwriting Agreement" means the Underwriting Agreement dated on or about October 28, 2025, among the Issuer and the several Underwriters named therein, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Underwriters' Counsel" means Whitmore & Pratt LLP, 51 West 52nd Street, New York, NY 10019.
"Issuer's Counsel" means Calderwood & Harkness LLP, 7 Times Square, 38th Floor, New York, NY 10036.
ARTICLE II — APPOINTMENT OF LEAD MANAGER; AUTHORITY
Section 2.1 — Appointment
Each of Hargrove Williams Securities LLC and Clearwater Capital Markets Inc. hereby irrevocably appoints Pinnacle Zanthor & Co. as Lead Bookrunning Manager and representative of the several Underwriters for all purposes under the Underwriting Agreement and this AAU. The Lead Manager shall act as the authorized representative of the several Underwriters, empowered to execute the Underwriting Agreement on behalf of the several Underwriters, to communicate with the Issuer, Issuer's Counsel (Calderwood & Harkness LLP), and Underwriters' Counsel (Whitmore & Pratt LLP), and to exercise all rights and perform all duties on behalf of the syndicate as contemplated by this AAU and the Underwriting Agreement. The appointment set forth in this Section 2.1 shall be effective as of the date hereof and shall continue until the termination of this AAU in accordance with Article XII. Nothing in this Section 2.1 shall be construed to create a partnership, joint venture, or agency relationship among the Underwriters other than as expressly set forth herein.
Section 2.2 — Scope of Authority
The Lead Manager is hereby authorized to take any and all actions that it deems necessary or advisable in connection with the Offering, including, without limitation, the following:
(a) to negotiate, execute, and deliver the Underwriting Agreement with the Issuer on behalf of the several Underwriters, and to negotiate and agree upon such terms and conditions of the Underwriting Agreement as the Lead Manager shall determine to be appropriate, including the number of Firm Shares and Option Shares, the public offering price, and the underwriting discount, in each case subject to the terms and conditions set forth herein;
(b) to determine the final public offering price for the Shares, subject to the terms of the Underwriting Agreement (it being noted that the Pricing Committee of RGC has the authority to set the final price within parameters consisting of a floor of $25.00 per share and a maximum aggregate share count of 8,000,000 shares), and to agree upon the pricing terms with the Issuer;
(c) to exercise or waive the over-allotment option for up to 983,606 Option Shares, in whole or in part, at any time within the period specified in the Underwriting Agreement, and to determine the allocation of any Option Shares so purchased among the Underwriters in accordance with Section 3.2 hereof;
(d) to allocate Shares among the Underwriters and any selling group members in accordance with the terms of this AAU and the Selected Dealer Agreements, taking into account such factors as the Lead Manager deems relevant, including investor demand, distribution capability, and market conditions;
(e) to manage the Syndicate Account and to conduct stabilization transactions, syndicate covering transactions, and penalty bids in accordance with Article VII hereof and applicable law;
(f) to make all determinations regarding the timing of the Offering, including the commencement of sales, the pricing of the Offering, the Closing Date, and any postponement, acceleration, or modification of any of the foregoing;
(g) to make all filings with the SEC, NYSE, and FINRA as may be required in connection with the Offering, including without limitation the filing of any documents required by FINRA Rule 5110 (Corporate Financing Rule) and any notifications to the NYSE regarding supplemental listing of the Shares;
(h) to give or withhold consent to early release of lock-up agreements executed by the directors and executive officers of the Issuer and by Grandview Capital Partners, LP (the Lead Manager having been designated as the sole party with consent authority over the 90-day lock-up period applicable to the 10 directors and executive officers of the Issuer and to Grandview Capital Partners, LP), subject to Section 9.2 of this AAU; and
(i) to engage counsel, accountants, and other advisors on behalf of the syndicate as the Lead Manager deems necessary or appropriate in connection with the Offering, and to incur reasonable expenses on behalf of the syndicate in connection therewith, subject to the expense allocation provisions of Article XI hereof.
The foregoing enumeration of specific authority shall not be deemed to limit the general authority of the Lead Manager to act on behalf of the syndicate in connection with the Offering, and the Lead Manager shall have such additional authority as may be customary for the lead managing underwriter of a public offering of this nature and size.
Section 2.3 — Hargrove Williams as Joint Bookrunning Manager
Hargrove Williams Securities LLC shall serve as Joint Bookrunning Manager and shall participate in bookbuilding, investor outreach, and roadshow activities alongside the Lead Manager. In its capacity as Joint Bookrunning Manager, Hargrove Williams Securities LLC shall have the following rights and responsibilities:
(a) Hargrove Williams Securities LLC shall have the right to receive information regarding the order book, including the identity of investors placing orders, the size and price sensitivity of such orders, and the aggregate level of demand, on a basis reasonably contemporaneous with the Lead Manager's receipt of such information.
(b) Hargrove Williams Securities LLC shall have the right to consult with the Lead Manager regarding pricing and allocation decisions, and the Lead Manager shall give due consideration to the views and recommendations of the Joint Bookrunning Manager with respect to such matters.
(c) Hargrove Williams Securities LLC shall participate in the preparation of investor presentation materials, roadshow scheduling, and institutional marketing efforts, subject to the overall coordination and direction of the Lead Manager.
(d) Notwithstanding the foregoing, final authority with respect to pricing, allocation, stabilization, and all other matters relating to the management of the Offering shall rest with the Lead Manager. In the event of any disagreement between the Lead Manager and the Joint Bookrunning Manager regarding any such matter, the determination of the Lead Manager shall be final and binding.
Section 2.4 — Clearwater as Co-Manager
Clearwater Capital Markets Inc. shall serve as Co-Manager, principally providing retail distribution capabilities in connection with the Offering. In its capacity as Co-Manager, Clearwater Capital Markets Inc. shall participate in the distribution of Shares allocated to it in accordance with Section 3.1 hereof, and shall use its best efforts to distribute such Shares to retail and institutional investors through its distribution network. Clearwater Capital Markets Inc. shall not have bookrunning or pricing authority, and shall not be entitled to participate in bookbuilding, allocation, or pricing decisions except to the extent expressly invited to do so by the Lead Manager. Clearwater Capital Markets Inc. shall receive copies of all syndicate communications and shall be informed of material developments regarding the Offering on a timely basis.
ARTICLE III — UNDERWRITING COMMITMENTS AND ALLOCATION
Section 3.1 — Firm Share Allocation
The Firm Shares shall be severally and not jointly purchased by the Underwriters from the Issuer at the purchase price per share equal to the public offering price less the Total Underwriting discount (i.e., $27.45 minus $1.098 = $26.352 per share). The allocation of Firm Shares among the Underwriters shall be as follows:
Each Underwriter's obligation is to purchase the number of Firm Shares set forth opposite its name in the table above, and each Underwriter shall be liable solely for its own commitment and not for the commitment of any other Underwriter, except as expressly provided in Section 3.3 hereof.
Section 3.2 — Option Share Allocation
If the over-allotment option is exercised by the Lead Manager, in whole or in part, the Option Shares (up to a maximum of 983,606 shares) shall be allocated among the Underwriters in the same proportions as the Firm Shares, as follows:
Pinnacle Zanthor & Co.: 60% of any Option Shares purchased, which equals up to 590,164 Option Shares;
Hargrove Williams Securities LLC: 30% of any Option Shares purchased, which equals up to 295,082 Option Shares; and
Clearwater Capital Markets Inc.: 10% of any Option Shares purchased, which equals up to 98,360 Option Shares.
The Lead Manager shall determine whether and to what extent the over-allotment option is exercised, and may exercise it in whole or in part at any time within 30 days from the date of the Prospectus. In the event of a partial exercise, the Option Shares purchased shall be allocated among the Underwriters in the percentages set forth above (rounded to the nearest whole share), with any fractional shares resulting from such rounding being allocated to or reduced from the Lead Manager's share as appropriate. The Lead Manager shall give prompt notice to the other Underwriters of any exercise or partial exercise of the over-allotment option, including the number of Option Shares to be purchased and the anticipated closing date for such purchase.
Section 3.3 — Purchase Obligation
Each Underwriter's obligation to purchase its allocated Shares is several and not joint. No Underwriter shall be obligated to purchase Shares allocated to any other Underwriter, and the failure of any Underwriter to purchase its allocated Shares shall not relieve any other Underwriter of its own purchase obligation.
However, if any Underwriter defaults in its purchase obligation on the Closing Date, the non-defaulting Underwriters may, but shall not be obligated to, assume the defaulting Underwriter's obligation and purchase the Shares that the defaulting Underwriter failed to purchase, in such proportions as the non-defaulting Underwriters may agree among themselves, or, in the absence of such agreement, pro rata based on their respective commitment percentages (adjusted to exclude the defaulting Underwriter). The foregoing right of the non-defaulting Underwriters to assume a defaulting Underwriter's obligation shall be subject to the following limitation: if the aggregate number of Shares as to which one or more Underwriters default exceeds 10% of the total Firm Shares (i.e., 655,737 Shares), then the non-defaulting Underwriters shall not be obligated to purchase any additional Shares, and the non-defaulting Underwriters may elect, in their sole discretion, to terminate the Underwriting Agreement in accordance with the applicable provisions thereof. Reference is made to the default provisions of the Underwriting Agreement, which shall govern in the event of any inconsistency between this Section 3.3 and such provisions.
In the event that one or more non-defaulting Underwriters elect to assume a defaulting Underwriter's obligation pursuant to this Section 3.3, the assuming Underwriters shall be entitled to receive the portion of the Total Underwriting discount attributable to the Shares so assumed, and the defaulting Underwriter shall have no claim to any underwriting compensation with respect to such Shares.
Section 3.4 — Settlement
Settlement of the purchase and sale of the Firm Shares shall occur on the Closing Date, October 31, 2025, via delivery-versus-payment through the facilities of The Depository Trust Company ("DTC"). Continental Share Services, Inc. (transfer agent and registrar for RGC common stock, located at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004) shall facilitate share delivery through DTC. The Shares shall be registered in the name of Cede & Co., as nominee for DTC, and shall be credited to the accounts of the respective Underwriters (or their designated clearing brokers) at DTC.
Each Underwriter shall pay its pro rata share of the aggregate purchase price (net of the Total Underwriting discount) to the Syndicate Account maintained by the Lead Manager no later than 10:00 a.m. (New York City time) on the Closing Date, by wire transfer of immediately available funds to the account designated by the Lead Manager. The aggregate purchase price for all Firm Shares payable by each Underwriter shall be computed as follows:
Pinnacle Zanthor & Co.: 3,934,426 shares × $26.352 = $103,664,720.35
Hargrove Williams Securities LLC: 1,967,213 shares × $26.352 = $51,832,360.18
Clearwater Capital Markets Inc.: 655,738 shares × $26.352 = $17,277,608.98
Total aggregate purchase price for Firm Shares: $172,774,689.51 (approximately)
Failure by any Underwriter to remit its pro rata share of the aggregate purchase price by the time specified above shall constitute a default under this AAU and the Underwriting Agreement, and shall entitle the Lead Manager and the other non-defaulting Underwriters to exercise their respective remedies as set forth in Section 3.3 hereof and in the Underwriting Agreement.
In the event that the over-allotment option is exercised, settlement of the Option Shares shall occur on such date or dates as the Lead Manager shall determine, which date or dates shall not be later than three (3) business days following the exercise of the over-allotment option (or any portion thereof), and shall be effected in the same manner as settlement of the Firm Shares.
ARTICLE IV — UNDERWRITING DISCOUNT AND COMPENSATION
Section 4.1 — Underwriting discount
The total underwriting discount is $1.098 per share, representing 4.0% of the public offering price of $27.45 per share. The aggregate underwriting discount for the Firm Shares is $7,200,000 (6,557,377 shares × $1.098 per share, rounded). If the over-allotment option is fully exercised, the additional underwriting discount for the Option Shares would be approximately $1,080,000 (983,606 shares × $1.098 per share), resulting in a maximum aggregate underwriting discount of approximately $8,280,000.
The underwriting discount represents the sole compensation payable to the Underwriters by the Issuer in connection with the Offering, and includes all management fees, underwriting fees, and selling concessions. No Underwriter shall receive any additional compensation from the Issuer in connection with the Offering, except as may be expressly provided in the Underwriting Agreement.
Section 4.2 — Allocation of Underwriting discount
The underwriting discount shall be divided and allocated among the Underwriters as follows:
(a) Management Fee. Twenty percent (20%) of the total underwriting discount shall be allocated as a management fee, in recognition of the services rendered by the Managing Underwriters in structuring, managing, and coordinating the Offering. The management fee shall be divided between the Managing Underwriters as follows:
(i) Pinnacle Zanthor & Co. (Lead Bookrunning Manager): Seventy-five percent (75%) of the management fee; and
(ii) Hargrove Williams Securities LLC (Joint Bookrunning Manager): Twenty-five percent (25%) of the management fee.
Clearwater Capital Markets Inc., in its capacity as Co-Manager, shall not participate in the management fee.
(b) Underwriting Fee. Twenty percent (20%) of the total underwriting discount shall be allocated as an underwriting fee, in consideration of each Underwriter's commitment to purchase its respective allocation of Shares. The underwriting fee shall be divided pro rata among all Underwriters based on their respective commitment percentages:
(i) Pinnacle Zanthor & Co.: 60% of the underwriting fee;
(ii) Hargrove Williams Securities LLC: 30% of the underwriting fee; and
(iii) Clearwater Capital Markets Inc.: 10% of the underwriting fee.
(c) Selling Concession. Sixty percent (60%) of the total underwriting discount shall be allocated as a selling concession, to be earned by each Underwriter or selling group member based on the number of Shares actually sold and distributed to investors by such Underwriter or selling group member. The selling concession shall be allocated on a per-share basis, with each Underwriter or selling group member receiving the applicable selling concession for each Share it places with an investor.
Based on the aggregate underwriting discount for the Firm Shares of $7,200,000, the foregoing allocation yields the following dollar amounts:
Management Fee — Total: $1,440,000 (20% of $7,200,000)
Pinnacle Zanthor & Co.: $1,080,000 (75% of $1,440,000)
Hargrove Williams Securities LLC: $360,000 (25% of $1,440,000)
Underwriting Fee — Total: $1,440,000 (20% of $7,200,000)
Pinnacle Zanthor & Co.: $864,000 (60% of $1,440,000)
Hargrove Williams Securities LLC: $432,000 (30% of $1,440,000)
Clearwater Capital Markets Inc.: $144,000 (10% of $1,440,000)
Selling Concession — Total: $4,320,000 (60% of $7,200,000)
To be allocated based on Shares actually distributed by each Underwriter or selling group member.
The management fee and underwriting fee shall be payable to each Underwriter on the Closing Date, from the Syndicate Account. The selling concession shall be payable following the completion of the distribution, as determined by the Lead Manager, and shall be credited to each Underwriter based on confirmations of sales to investors.
Section 4.3 — Reallowance to Selling Group Members
The Lead Manager may invite selected dealers and broker-dealers to participate in the Selling Group and may offer a reallowance to such selling group members of up to $0.659 per share (representing approximately 60% of the per-share underwriting discount of $1.098) from the selling concession available for Shares distributed through the Selling Group. The reallowance shall be determined by the Lead Manager in its sole discretion and may vary among selling group members based on such factors as the Lead Manager deems relevant, including distribution capability, investor relationships, and volume of shares placed.
The reallowance paid to any selling group member shall reduce the selling concession earned by the Underwriter from whose allocation the applicable Shares are distributed to such selling group member. No selling group member shall be entitled to receive the management fee or underwriting fee, or any portion thereof.
Section 4.4 — Expense Reimbursement
Syndicate expenses incurred in connection with the Offering shall be borne by the Underwriters pro rata in accordance with their respective commitment percentages (Pinnacle Zanthor & Co.: 60%; Hargrove Williams Securities LLC: 30%; Clearwater Capital Markets Inc.: 10%), unless otherwise agreed in writing by all Underwriters. Syndicate expenses include, without limitation, the following:
(a) legal fees and disbursements of Underwriters' Counsel (Whitmore & Pratt LLP);
(b) FINRA filing fees;
(c) advertising and marketing costs related to the Offering, including tombstone advertisements;
(d) roadshow expenses, including travel, lodging, and venue costs;
(e) printing and distribution costs for syndicate materials;
(f) costs of stabilization activities, including brokerage commissions and any losses incurred in connection with stabilizing transactions; and
(g) any other expenses reasonably incurred by the Lead Manager on behalf of the syndicate in connection with the Offering.
The Issuer shall bear its own offering expenses, which are estimated at approximately $1,350,000 in the aggregate. Such Issuer expenses include SEC registration fees, NYSE supplemental listing fees, printing costs, legal fees of Issuer's Counsel (Calderwood & Harkness LLP), fees of the Issuer's independent auditor (Kaplan Feld & Associates LLP), transfer agent fees (Continental Share Services, Inc.), and other miscellaneous expenses. The Issuer's obligation to bear such expenses is governed by the Underwriting Agreement, and the Underwriters shall have no obligation to reimburse the Issuer for any such expenses.
Legal fees of Underwriters' Counsel (Whitmore & Pratt LLP) shall be borne by the Underwriters as a syndicate expense and shall be allocated pro rata among the Underwriters in accordance with their respective commitment percentages as set forth above.
ARTICLE V — SELLING GROUP
Section 5.1 — Formation of Selling Group
The Lead Manager shall have the exclusive right to invite broker-dealers, selected dealers, and other financial intermediaries to join the Selling Group for purposes of distributing the Shares to retail and institutional investors. The Lead Manager shall determine the composition and size of the Selling Group in its sole discretion, taking into account such factors as it deems relevant, including the distribution capability, geographic reach, and investor base of prospective selling group members.
Each member of the Selling Group shall be required to execute a Selected Dealer Agreement in the form prescribed by the Lead Manager, which shall set forth the terms and conditions of such member's participation in the distribution of the Shares. No selling group member shall be admitted to the Selling Group or permitted to participate in the distribution of the Shares without having executed a Selected Dealer Agreement.
The Lead Manager shall provide copies of all Selected Dealer Agreements to the other Underwriters upon request.
Section 5.2 — Selected Dealer Agreement Terms
The standard terms of the Selected Dealer Agreement shall include, without limitation, the following:
(a) an obligation on the part of each selling group member to offer and sell the Shares to the public at the public offering price of $27.45 per share only, and not at any discount, concession, or other price during the distribution period, except as may be permitted by the Lead Manager;
(b) a prohibition on resales below the public offering price during the distribution period, as determined by the Lead Manager;
(c) a requirement that each selling group member comply with all applicable securities laws, rules, and regulations, including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder;
(d) a requirement that each selling group member comply with Regulation M under the Exchange Act, including Rules 101, 102, 103, and 104, as applicable;
(e) representations and warranties by each selling group member regarding its registration as a broker-dealer, its FINRA membership status, and its compliance with applicable FINRA rules, including without limitation FINRA Rules 5110, 5130, and 5131;
(f) termination rights of the Lead Manager, including the right to terminate any selling group member's participation in the Selling Group at any time, with or without cause, upon notice to such member;
(g) an obligation to deliver the Prospectus to each purchaser of Shares, in accordance with applicable securities laws; and
(h) an acknowledgment that the selling group member is not an underwriter of the Shares and does not have any obligation to purchase any Shares.
Section 5.3 — Allocation Among Selling Group
The Lead Manager shall determine the allocation of Shares to selling group members in its sole discretion, based on such factors as it deems relevant, including the distribution capability, investor demand generated, and geographic coverage of each selling group member. No selling group member shall have any right to a minimum allocation of Shares, and the Lead Manager may increase or decrease any selling group member's allocation at any time prior to the Closing Date.
Shares distributed through the Selling Group shall be credited against the selling concession of the Underwriter from whose allocation such Shares are distributed. Each Underwriter shall cooperate with the Lead Manager in facilitating the distribution of Shares through the Selling Group and shall provide such information and assistance as the Lead Manager may reasonably request in connection therewith.
ARTICLE VI — OFFERING RESTRICTIONS AND COMPLIANCE
Section 6.1 — Offering Price
All Shares shall be offered and sold to the public at the public offering price of $27.45 per share. No Underwriter or selling group member shall offer or sell Shares at a price other than the public offering price during the distribution period, except as may be permitted by the Lead Manager in connection with stabilization activities conducted pursuant to Article VII hereof. The distribution period shall commence upon the effectiveness of the Prospectus and shall end at such time as the Lead Manager shall determine that the distribution has been completed, which determination the Lead Manager shall communicate to the other Underwriters in writing.
Following the termination of the distribution period, each Underwriter may offer and sell any unsold Shares allocated to it at such prices as it may determine, in its sole discretion, subject to applicable securities laws and regulations.
Section 6.2 — Compliance with Securities Laws
Each Underwriter shall comply with all applicable federal and state securities laws and regulations in connection with its participation in the Offering and the distribution of the Shares, including, without limitation:
(a) the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, including Rules 134, 163, 164, 172, 405, 424, 430B, and 433;
(b) the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, including Regulation M (Rules 100 through 105);
(c) all applicable rules and regulations of FINRA, including FINRA Rules 2040, 2111, 5110, 5121, 5130, and 5131;
(d) all applicable rules and regulations of the NYSE; and
(e) all applicable state "blue sky" laws and the regulations promulgated thereunder.
Each Underwriter shall use only the Prospectus (including the base prospectus and the prospectus supplement) and any free writing prospectuses authorized by the Issuer and filed with the Commission under Rule 433 in connection with the distribution of the Shares. No Underwriter shall prepare, use, or distribute any written communication that would constitute a "prospectus" within the meaning of Section 2(a)(10) of the Securities Act or a "free writing prospectus" within the meaning of Rule 405 under the Securities Act without the prior written consent of the Lead Manager and the Issuer.
Section 6.3 — Regulation M Compliance
Each Underwriter shall comply in all respects with Regulation M under the Exchange Act, including Rules 101, 102, 103, and 104, as applicable to the distribution of the Shares. Except for stabilization activities conducted by the Lead Manager in accordance with Article VII hereof, and passive market making activities permitted under Rule 103 and Section 7.4 hereof, no Underwriter shall, directly or indirectly, bid for, purchase, or attempt to induce any person to bid for or purchase, the Shares or any related securities (as defined in Regulation M) during the applicable restricted period. Each Underwriter shall maintain records sufficient to demonstrate its compliance with Regulation M and shall make such records available to the Lead Manager upon request.
Each Underwriter acknowledges that the "restricted period" under Regulation M for purposes of this Offering is expected to commence on the later of (i) the business day prior to the date on which the public offering price is determined (i.e., October 27, 2025) and (ii) the time at which the Underwriter becomes a distribution participant, and to continue until the Underwriter's participation in the distribution is completed.
Section 6.4 — Gaming Regulatory Compliance
Each Underwriter acknowledges that the Issuer is subject to the regulatory authority of multiple gaming commissions and control boards in connection with the Issuer's ownership and operation of gaming facilities and related activities. The Issuer currently holds the following gaming licenses and registrations:
(a) Nevada Gaming Commission — License No. NGC-2019-04172;
(b) New Jersey Division of Gaming Enforcement — License No. NJDGE-2020-1138; and
(c) Mississippi Gaming Commission — License No. MGC-2018-0623.
In addition, the Issuer has pending applications before the following gaming regulatory authorities:
(a) Louisiana Gaming Control Board — application submitted August 12, 2025; and
(b) Indiana Gaming Commission — application submitted September 5, 2025.
Each Underwriter acknowledges that the gaming laws and regulations of the jurisdictions in which the Issuer operates may impose requirements on persons acquiring beneficial ownership of the Issuer's securities above certain thresholds, including requirements regarding suitability determinations, background investigations, licensing, and reporting. Each Underwriter agrees to include appropriate disclosure regarding such gaming regulatory requirements in any materials used in connection with the distribution of the Shares, to the extent such disclosure is contained in the Prospectus or has been provided by the Issuer or Issuer's Counsel. Each Underwriter further agrees to notify the Lead Manager promptly if it becomes aware of any purchaser of Shares who may be subject to gaming regulatory suitability or licensing requirements as a result of such purchase.
ARTICLE VII — STABILIZATION AND SYNDICATE COVERING TRANSACTIONS
Section 7.1 — Stabilization Authority
The Lead Manager (Pinnacle Zanthor & Co.) is hereby authorized, but not obligated, to effect stabilizing transactions in the Shares on the NYSE, in accordance with Rule 104 of Regulation M under the Exchange Act. The purpose of any such stabilizing transactions shall be to peg, fix, or stabilize the price of the Shares during the distribution period, and to facilitate the orderly distribution of the Shares to investors.
Stabilizing bids may be initiated at or below the public offering price of $27.45 per share, subject to the requirements and limitations of Rule 104, including the requirement that the stabilizing bid not exceed the offering price and that appropriate notifications be made to the market. The Lead Manager shall have sole discretion regarding the timing, price, and volume of any stabilizing transactions, and shall not be obligated to initiate or maintain any stabilizing bid, or to effect any purchase, in connection with stabilization activities. The other Underwriters shall not effect any stabilizing transactions except at the direction and under the coordination of the Lead Manager.
Section 7.2 — Short Sales and Syndicate Covering Transactions
The Lead Manager is authorized to effect short sales of the Shares in connection with the Offering, in an aggregate amount not exceeding the number of Option Shares (983,606 shares), and to engage in syndicate covering transactions (i.e., purchases of the Shares in the open market) to cover short positions created by such short sales. Such short sales may be effected prior to and following the commencement of the Offering, subject to applicable law and regulation.
Short positions created by the Lead Manager may be covered through any combination of the following:
(a) exercise of the over-allotment option for up to 983,606 Option Shares; and/or
(b) syndicate covering transactions, consisting of purchases of the Shares in the open market on the NYSE or otherwise.
The Lead Manager shall determine, in its sole discretion, whether to cover short positions through exercise of the over-allotment option or through syndicate covering transactions, or through a combination of both, based on market conditions, the trading price of the Shares, and such other factors as the Lead Manager deems relevant. The Lead Manager shall not create a "naked" short position (i.e., a short position in excess of the number of Option Shares) without the prior consent of the other Underwriters.
Section 7.3 — Penalty Bids
The Lead Manager is authorized, in its sole discretion, to impose penalty bids on selling group members and, to the extent applicable, on the other Underwriters, whose customers sell Shares into the market during the stabilization period (commonly referred to as "flipping"). In the event that the Lead Manager determines to impose penalty bids, the selling concession otherwise payable to the selling group member or Underwriter whose customer has engaged in flipping shall be reclaimed by the Lead Manager and credited to the Syndicate Account.
The Lead Manager shall notify the affected selling group member or Underwriter of any penalty bid imposed pursuant to this Section 7.3, and shall provide a reasonable explanation of the basis for such penalty bid. The determination of the Lead Manager to impose a penalty bid shall be final and binding, and no selling group member or Underwriter shall have any right to contest or appeal such determination.
Section 7.4 — Passive Market Making
Each of the Underwriters may engage in passive market making transactions in the Shares on the NYSE in accordance with Rule 103 of Regulation M under the Exchange Act, prior to the commencement of offers or sales of the Shares, subject to the following limitations:
(a) the net daily purchase amount for each passive market maker shall not exceed the greater of (i) the applicable percentage limit under Rule 103 (generally, 30% of such market maker's average daily trading volume in the Shares during a specified reference period) or (ii) 200 shares;
(b) the displayed bid size for the Shares shall not exceed the applicable limits under Rule 103;
(c) each passive market maker shall comply with all applicable disclosure, reporting, and recordkeeping requirements under Rule 103; and
(d) each Underwriter engaging in passive market making shall coordinate its activities with the Lead Manager and shall promptly notify the Lead Manager of any passive market making transactions effected.
Section 7.5 — Syndicate Account
All stabilizing transactions, syndicate covering transactions, and penalty bids shall be effected through the Syndicate Account maintained by the Lead Manager. The Syndicate Account shall be used to record and settle all gains and losses arising from stabilization activities, including brokerage commissions, interest, and any other costs incurred in connection therewith.
Gains or losses from stabilization activities shall be allocated among the Underwriters pro rata based on their respective commitment percentages (Pinnacle Zanthor & Co.: 60%; Hargrove Williams Securities LLC: 30%; Clearwater Capital Markets Inc.: 10%). In the event that stabilization activities result in a net gain, such gain shall be credited to each Underwriter's account in the percentages set forth above. In the event that stabilization activities result in a net loss, each Underwriter shall bear its pro rata share of such loss, and the Lead Manager shall be entitled to deduct each Underwriter's share of any loss from amounts otherwise payable to such Underwriter from the Syndicate Account.
The Lead Manager shall provide periodic reports to the other Underwriters regarding stabilization activities and the status of the Syndicate Account, no less frequently than weekly during any period in which stabilization activities are being conducted, and a final accounting within thirty (30) days after the termination of all stabilization activities. Such reports shall include the aggregate number and dollar amount of purchases and sales, the current short position (if any), the cumulative gain or loss, and such other information as the other Underwriters may reasonably request.
Section 7.6 — Termination of Stabilization
Stabilization activities may be conducted from and after the commencement of the Offering and shall terminate no later than thirty (30) days after the Closing Date (i.e., no later than November 30, 2025). The Lead Manager may terminate stabilization activities at any time in its sole discretion, and shall promptly notify the other Underwriters of any such termination. Upon termination of stabilization activities, the Lead Manager shall provide a final accounting of the Syndicate Account to the other Underwriters in accordance with Section 7.5 hereof.
ARTICLE VIII — REPRESENTATIONS AND WARRANTIES OF EACH UNDERWRITER
Section 8.1 — Organization and Authority
Each Underwriter represents and warrants to the other Underwriters that:
(a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization;
(b) it has all requisite organizational power and authority to enter into this AAU, to perform its obligations hereunder, and to consummate the transactions contemplated hereby;
(c) the execution, delivery, and performance of this AAU by such Underwriter have been duly authorized by all necessary organizational action on the part of such Underwriter;
(d) this AAU constitutes a legal, valid, and binding obligation of such Underwriter, enforceable against such Underwriter in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity; and
(e) the person executing this AAU on behalf of such Underwriter is duly authorized to do so.
Section 8.2 — Registration and Licensing
Each Underwriter represents and warrants that:
(a) it is duly registered as a broker-dealer under Section 15(b) of the Exchange Act;
(b) it is a member in good standing of FINRA;
(c) it is duly licensed, registered, or qualified as a broker-dealer in all states and other jurisdictions in which it intends to offer or sell the Shares, or is exempt from such licensing, registration, or qualification requirements; and
(d) all of its associated persons who will be involved in the distribution of the Shares are duly registered and licensed as required by applicable law and regulation.
Section 8.3 — No Conflicts
Each Underwriter represents and warrants that the execution, delivery, and performance of this AAU, and the consummation of the transactions contemplated hereby, do not and will not:
(a) conflict with, or result in a breach or violation of, any provision of such Underwriter's organizational documents (including its certificate of incorporation, bylaws, partnership agreement, or operating agreement, as applicable);
(b) violate any applicable law, statute, rule, regulation, order, judgment, injunction, or decree of any court or governmental authority having jurisdiction over such Underwriter or its properties or assets; or
(c) conflict with, result in a breach of, constitute a default under, give rise to a right of termination or acceleration under, or require any consent or approval under, any agreement, contract, lease, license, or other arrangement to which such Underwriter is a party or by which any of its properties or assets are bound.
Section 8.4 — Compliance
Each Underwriter represents, warrants, and covenants that it will comply with all applicable laws, rules, and regulations in connection with the Offering and the distribution of the Shares, including without limitation the Securities Act, the Exchange Act, Regulation M, FINRA rules and regulations, NYSE rules, and applicable state securities laws, and will not take any action in connection with the Offering that would require registration or qualification of the Shares under the securities or "blue sky" laws of any jurisdiction in which such Shares are not so registered or qualified, or exempt from such registration or qualification.
ARTICLE IX — LOCK-UP PROVISIONS
Section 9.1 — Acknowledgment of Lock-Up Agreements
Each Underwriter acknowledges that, as a condition to the Offering and a closing condition under the Underwriting Agreement, each of the ten (10) directors and executive officers of the Issuer, and Grandview Capital Partners, LP (a holder of 18,720,000 shares of common stock of the Issuer, representing approximately 12.28% of the outstanding shares of common stock of the Issuer; Managing Partner: Elena Vasquez), have agreed to execute lock-up agreements, in the form approved by the Lead Manager, providing for a 90-day lock-up period from the date of the final Prospectus.
During the 90-day lock-up period, the directors, executive officers, and Grandview Capital Partners, LP have agreed not to, without the prior written consent of the Lead Manager, (a) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise transfer or dispose of any shares of common stock of the Issuer or any securities convertible into or exercisable or exchangeable for common stock of the Issuer beneficially owned by such person, (b) enter into any swap, hedge, or other arrangement that transfers any of the economic consequences of ownership of such securities, or (c) make any demand for, or exercise any right with respect to, the registration of any shares of common stock of the Issuer or any security convertible into or exercisable or exchangeable for common stock.
Section 9.2 — Lock-Up Release Authority
The Lead Manager (Pinnacle Zanthor & Co.) shall have the sole authority to consent to any early release from the lock-up agreements described in Section 9.1 hereof. Prior to granting any such consent, the Lead Manager shall consult with the Joint Bookrunning Manager (Hargrove Williams Securities LLC) regarding the proposed early release, and shall provide notice to the other Underwriters (including Clearwater Capital Markets Inc.) of any proposed early release at least three (3) business days prior to granting consent.
The Lead Manager shall consider in good faith any objections raised by the other Underwriters regarding a proposed early release. However, the final determination regarding whether to grant consent to any early release shall rest with the Lead Manager, and neither the Joint Bookrunning Manager nor the Co-Manager shall have a right to veto or override the Lead Manager's determination. In exercising its discretion under this Section 9.2, the Lead Manager shall take into consideration the potential impact of any early release on the market price and trading volume of the Shares, the interests of the syndicate, and such other factors as the Lead Manager deems relevant.
ARTICLE X — INDEMNIFICATION AND CONTRIBUTION
Section 10.1 — Indemnification by Each Underwriter
Each Underwriter (the "Indemnifying Underwriter") shall indemnify and hold harmless each of the other Underwriters and their respective partners, members, directors, officers, employees, agents, and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (collectively, the "Indemnified Parties") from and against any and all losses, claims, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' fees and expenses of investigation and litigation) (collectively, "Losses") incurred by any Indemnified Party and arising out of or based upon:
(a) any breach of such Indemnifying Underwriter's representations, warranties, covenants, or agreements contained in this AAU; or
(b) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished by such Indemnifying Underwriter specifically for use in the Registration Statement or Prospectus.
Each Underwriter agrees to notify the Lead Manager and the other Underwriters promptly upon becoming aware of any claim, action, or proceeding for which indemnification may be sought under this Section 10.1. The Indemnifying Underwriter shall have the right, at its expense, to assume the defense of any such claim, action, or proceeding, provided that the Indemnified Party shall have the right to participate in such defense at its own expense, and provided further that the Indemnifying Underwriter shall not consent to entry of any judgment or enter into any settlement that does not include as an unconditional term the giving by the claimant or plaintiff to all Indemnified Parties of a release from all liability in respect to such claim, action, or proceeding.
Section 10.2 — Contribution Among Underwriters
If the indemnification provided for in Section 10.1 hereof is unavailable to or insufficient to hold harmless an Indemnified Party in respect of any Losses referred to therein, then each Indemnifying Underwriter shall contribute to the amounts paid or payable by such Indemnified Party as a result of such Losses, in such proportions as are appropriate to reflect the relative benefits received by each Underwriter from the Offering (based on their respective commitment percentages: Pinnacle Zanthor & Co.: 60%; Hargrove Williams Securities LLC: 30%; Clearwater Capital Markets Inc.: 10%) and the relative fault of each Underwriter in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations.
The relative benefits received by each Underwriter shall be deemed to be in the same proportion as the total underwriting compensation (i.e., management fee, underwriting fee, and selling concession) received by such Underwriter bears to the total underwriting compensation received by all Underwriters. The relative fault of each Underwriter shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such Underwriter, and each Underwriter's relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.
Notwithstanding the foregoing, no Underwriter that has been found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any other Underwriter that has not been found guilty of such fraudulent misrepresentation. In no event shall any Underwriter's contribution obligation under this Section 10.2 exceed the amount of underwriting compensation actually received by such Underwriter in connection with the Offering.
Section 10.3 — Relation to Underwriting Agreement Indemnification
The indemnification and contribution provisions of this AAU are in addition to, and not in substitution for, the indemnification and contribution provisions of the Underwriting Agreement between the Issuer and the Underwriters. To the extent that any Loss suffered by an Underwriter is subject to indemnification by the Issuer under the Underwriting Agreement, the Underwriters shall use reasonable efforts to seek indemnification from the Issuer prior to making claims against other Underwriters under this Article X. Nothing in this Section 10.3 shall be construed to limit or impair the rights of any Underwriter to seek indemnification or contribution from any other Underwriter under this AAU.
ARTICLE XI — EXPENSES
Section 11.1 — Syndicate Expenses
Syndicate expenses shall be borne by the Underwriters pro rata based on their respective commitment percentages (Pinnacle Zanthor & Co.: 60%; Hargrove Williams Securities LLC: 30%; Clearwater Capital Markets Inc.: 10%) unless otherwise agreed in writing by all Underwriters.
Syndicate expenses include, without limitation, the following:
(a) legal fees and disbursements of Underwriters' Counsel (Whitmore & Pratt LLP; lead partner: Thomas Beaumont; senior associate: Rebecca Ling), incurred in connection with the review of the Registration Statement, Prospectus, Underwriting Agreement, this AAU, Selected Dealer Agreements, lock-up agreements, and related documentation, FINRA filings, blue sky qualification and related matters;
(b) FINRA filing fees, including fees payable under FINRA Rule 5110;
(c) advertising costs, including the costs of tombstone advertisements and other syndicate advertising;
(d) roadshow expenses, including travel, lodging, venue rental, catering, audio-visual equipment, and related costs incurred by the Managing Underwriters and the Issuer in connection with investor presentations and meetings;
(e) printing and distribution costs for syndicate materials, including copies of the Prospectus for use by the syndicate;
(f) costs of any stabilization activities, including brokerage commissions, clearing fees, and any net losses incurred in connection with stabilizing transactions, syndicate covering transactions, and penalty bids;
(g) communication expenses, including conference call and videoconference charges; and
(h) any other expenses reasonably incurred by the Lead Manager on behalf of the syndicate in connection with the Offering.
The Lead Manager shall maintain records of all syndicate expenses and shall provide an accounting of such expenses to the other Underwriters within thirty (30) days after the termination of this AAU. Any dispute regarding syndicate expenses shall be resolved by agreement among the Underwriters, or, failing agreement, by arbitration in accordance with the rules of FINRA.
Section 11.2 — Issuer Expenses
For the avoidance of doubt, the Issuer is responsible for its own offering expenses incurred in connection with the Offering, as set forth in the Underwriting Agreement. Such expenses include, without limitation:
(a) SEC registration fees;
(b) NYSE supplemental listing fees;
(c) printing costs for the Registration Statement, Prospectus, and related documents;
(d) legal fees and disbursements of Issuer's Counsel (Calderwood & Harkness LLP);
(e) fees and disbursements of the Issuer's independent registered public accounting firm (Kaplan Feld & Associates LLP);
(f) fees of the transfer agent and registrar (Continental Share Services, Inc.);
(g) fees and expenses relating to gaming regulatory filings and approvals, to the extent applicable; and
(h) other miscellaneous expenses.
The aggregate amount of the Issuer's offering expenses is estimated at $1,350,000. The Underwriters shall have no obligation to reimburse the Issuer for any such expenses, and the Issuer shall have no obligation to reimburse the Underwriters for any syndicate expenses.
ARTICLE XII — TERM AND TERMINATION
Section 12.1 — Effective Date
This AAU shall become effective upon execution and delivery by all Underwriters. Each Underwriter acknowledges that this AAU is being executed contemporaneously with, and as a condition to, the execution of the Underwriting Agreement, and that the obligations of the Underwriters under this AAU and the Underwriting Agreement are interdependent.
Section 12.2 — Duration
This AAU shall remain in full force and effect until the earliest of:
(a) the date on which all Shares have been distributed to investors, all stabilization activities have been concluded and fully settled, and all obligations of the Underwriters under this AAU (including expense reimbursement and Syndicate Account settlement) have been fully satisfied;
(b) ninety (90) days after the Closing Date (i.e., approximately January 29, 2026); or
(c) earlier termination of this AAU as provided in Section 12.3 hereof.
Notwithstanding the foregoing, the provisions of Article X (Indemnification and Contribution), Article XI (Expenses), Article XIII (Confidentiality), Section 14.1 (Governing Law), and Section 14.5 (Entire Agreement) shall survive the termination or expiration of this AAU and shall remain in full force and effect indefinitely (or, in the case of the indemnification and contribution provisions, until the expiration of the applicable statute of limitations).
Section 12.3 — Termination
This AAU may be terminated prior to the date specified in Section 12.2 as follows:
(a) by the Lead Manager, upon written notice to the other Underwriters, if the Underwriting Agreement is terminated for any reason, including but not limited to a termination resulting from the failure of any condition to closing, the occurrence of a material adverse change, or a force majeure event; or
(b)