1033-00003 · Redstone Gaming Corp · Corporate Governance

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RESOLUTIONS OF THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF REDSTONE GAMING CORP.

Adopted by Unanimous Written Consent on January 20, 2023

Authorization to Pursue Settlement Discussions with Pinnacle Harbor Capital Partners, LP

The undersigned, being all of the members of the Special Committee (the "Special Committee") of the Board of Directors (the "Board") of Redstone Gaming Corp., a Delaware corporation (the "Company" or "RGC"), acting pursuant to Section 141(c) of the Delaware General Corporation Law and the authority delegated to the Special Committee by the Board, hereby adopt the following resolutions by unanimous written consent, effective as of January 20, 2023, without a meeting, pursuant to Section 141(f) of the Delaware General Corporation Law and Section 3.7 of the Company's Amended and Restated Bylaws:

RECITALS

WHEREAS, the Board of Directors of Redstone Gaming Corp., a corporation duly organized and existing under the laws of the State of Delaware, formed the Special Committee by resolutions duly adopted at a meeting of the Board held on November 14, 2022 (the "Formation Resolutions"), for the purpose of overseeing the Board's evaluation of, and response to, the activist board-seat campaign initiated by Pinnacle Harbor Capital Partners, LP, a Delaware limited partnership ("Pinnacle Harbor" or "PHCP"), and delegated to the Special Committee the authority to engage advisors, evaluate strategic options, and make recommendations to the full Board in connection therewith;

WHEREAS, the Special Committee is composed of three independent, non-management directors of the Company, each of whom has been determined by the Board to be independent under the listing standards of the NASDAQ Global Select Market, the rules and regulations of the Securities and Exchange Commission (the "SEC"), and the Company's Corporate Governance Guidelines, namely: (i) James "Jim" Delacroix, who serves as Chair of the Special Committee; (ii) Carmen Vasquez; and (iii) Randall Morse (each, a "Committee Member" and, collectively, the "Committee Members");

WHEREAS, between June 2022 and November 2022, Pinnacle Harbor accumulated a position of approximately 7,119,600 shares of the Company's common stock, par value $0.01 per share ("Common Stock"), representing approximately 6.8% of the 104,700,000 shares of Common Stock outstanding as of the record date most recently established by the Company, thereby making Pinnacle Harbor one of the Company's largest stockholders;

WHEREAS, on November 10, 2022, Pinnacle Harbor filed a preliminary Schedule 13D with the SEC pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 13d-1 promulgated thereunder, disclosing its ownership stake in the Company and its intent to engage in activist activities with respect to the governance, management, and strategic direction of the Company;

WHEREAS, prior to such public disclosure, on October 28, 2022, Pinnacle Harbor transmitted a private letter (the "Demand Letter") to Diane K. Sheridan, Chair of the Board of Directors of Redstone Gaming Corp., in which Pinnacle Harbor demanded that the Board take the following actions: (i) the immediate appointment of two individuals designated by Pinnacle Harbor as new members of the Board; (ii) the initiation of a formal strategic review of the Company's interactive gaming division (the "Interactive Gaming Division"), including the evaluation of a potential sale, spin-off, or other separation transaction involving such division; and (iii) the return of approximately $300 million to the Company's stockholders through either a special cash dividend or an accelerated share repurchase program, or a combination thereof;

WHEREAS, on November 30, 2022, Pinnacle Harbor issued a public open letter addressed to the Board and stockholders of Redstone Gaming Corp. (the "Open Letter"), reiterating the demands set forth in the Demand Letter and further demanding that the Board appoint Dr. Sandra Trevelyan, a former executive in the digital entertainment industry, and Hugh Desmond Grayson, a private equity investor and former gaming industry executive, to the Board, or face a proxy contest at the Company's 2023 annual meeting of stockholders (the "2023 Annual Meeting");

WHEREAS, in response to Pinnacle Harbor's activist campaign and in accordance with the Formation Resolutions, the Board engaged Calderwood & Harkness LLP ("Calderwood & Harkness" or "C&H") as outside legal counsel to advise the Board and the Special Committee in connection with the activist campaign, with such engagement commencing on November 15, 2022, under C&H matter number 1033-00003, with Douglas Fairchild, a senior partner in the firm's Shareholder Activism & Corporate Governance practice, serving as the responsible partner for the engagement;

WHEREAS, the Board additionally engaged the following advisors to support the Special Committee and the Board in their evaluation of and response to Pinnacle Harbor's activist campaign: (i) Calloway Pinnacle Trust Bank, a nationally recognized investment banking firm, as financial advisor, with Thomas V. Ashford, Managing Director and head of the firm's Activism & Corporate Defense advisory practice, serving as the lead advisor; (ii) Whitfield Morrow Partners, LLC, as proxy solicitor, with Denise Cavanaugh, Senior Vice President, serving as the lead advisor; and (iii) Harlan Ridge Communications, LLC, as investor relations and strategic communications advisor, with Philip Navarette, Partner, serving as the lead advisor (Calderwood & Harkness, Calloway Pinnacle Trust Bank, Whitfield Morrow Partners, LLC, and Harlan Ridge Communications, LLC, collectively, the "Advisors");

WHEREAS, Calderwood & Harkness has provided extensive legal advice and work product to the Special Committee and the Board in connection with the Pinnacle Harbor activist campaign, including without limitation the following:

(a) an initial situational assessment memorandum, delivered to the Board on November 18, 2022, analyzing the nature and scope of Pinnacle Harbor's activist campaign, the regulatory and governance framework applicable to such campaigns, and preliminary strategic considerations for the Board's response;

(b) a comprehensive bylaw and charter defensive review memorandum, delivered to the Board on December 5, 2022, analyzing the defensive provisions and other relevant provisions of the Company's Amended and Restated Bylaws (as last amended on September 12, 2021) (the "Bylaws") and the Company's Amended and Restated Certificate of Incorporation (filed with the Delaware Secretary of State under file number 5734821) (the "Charter"), including an assessment of the enforceability and strategic utility of each such provision in the context of a contested proxy election;

(c) an advance-notice bylaw compliance analysis, delivered to the Board on December 14, 2022, analyzing the requirements and deadlines applicable to stockholder nominations of directors under Article II, Section 2.11 of the Bylaws, and determining that, based on the Company's 2022 annual meeting of stockholders having been held on May 11, 2022, the advance-notice nomination window opened on December 12, 2022 and would close on January 11, 2023 (the "Nomination Window");

(d) an analysis and presentation regarding a potential limited-duration stockholder rights plan (commonly referred to as a "poison pill"), delivered to the Board on December 19, 2022, which the Board, after careful deliberation, declined to adopt;

(e) a nominee qualification and deficiency review, delivered to the Special Committee on January 13, 2023, analyzing the qualifications, backgrounds, independence, and potential conflicts of interest of each of the two director nominees put forward by Pinnacle Harbor, namely Dr. Sandra Trevelyan and Hugh Desmond Grayson, and assessing the sufficiency of Pinnacle Harbor's formal nomination notice under the advance-notice provisions of the Bylaws; and

(f) a settlement strategy memorandum, dated January 19, 2023, analyzing potential settlement parameters, structures, and terms for a negotiated resolution of Pinnacle Harbor's activist campaign, including an assessment of comparable activist settlements in the gaming and entertainment industry and the relative costs, risks, and benefits of various approaches (the "Settlement Strategy Memorandum");

WHEREAS, on December 8, 2022, Hargrove Sloane & Birch LLP ("HSB"), acting as legal counsel to Pinnacle Harbor, transmitted a formal notice of intent to nominate directors (the "Intent Notice") to the Company, in accordance with the advance-notice provisions of Article II, Section 2.11 of the Bylaws, indicating Pinnacle Harbor's intention to nominate candidates for election to the Board at the 2023 Annual Meeting;

WHEREAS, on January 6, 2023, Pinnacle Harbor filed an amended Schedule 13D with the SEC (the "Amended 13D"), disclosing its intention to proceed with a proxy contest at the 2023 Annual Meeting and providing additional details regarding its strategic objectives and proposed director nominees;

WHEREAS, on January 9, 2023, the Company received from Pinnacle Harbor, through Hargrove Sloane & Birch LLP, a formal nomination notice (the "Nomination Notice") compliant with the requirements of Article II, Section 2.11 of the Bylaws, nominating Dr. Sandra Trevelyan and Hugh Desmond Grayson for election to the Board at the 2023 Annual Meeting, such notice having been received two (2) days prior to the January 11, 2023 close of the Nomination Window and therefore being timely under the applicable advance-notice provisions;

WHEREAS, the Special Committee has convened on multiple occasions since its formation, including meetings held on November 21, 2022, December 2, 2022, December 12, 2022, December 20, 2022, January 4, 2023, January 10, 2023, January 16, 2023, and January 19, 2023, at which the Special Committee received detailed presentations from and engaged in substantive discussions with Douglas Fairchild and Claire Dempsey of Calderwood & Harkness LLP, Thomas V. Ashford of Calloway Pinnacle Trust Bank, and Denise Cavanaugh of Whitfield Morrow Partners, LLC, regarding all aspects of the Pinnacle Harbor activist campaign, the Company's defensive posture, and the relative merits and risks of available strategic options;

WHEREAS, the Special Committee has carefully considered and evaluated the relative costs, risks, disruptions, and potential outcomes associated with (a) proceeding to a contested proxy election at the 2023 Annual Meeting, including the substantial costs of proxy solicitation, the potential distraction of management and the Board, the risk of an adverse outcome at the polls, the potential for negative market reaction, and the impact on employee morale and business relationships, versus (b) pursuing direct engagement and negotiation with Pinnacle Harbor and its representatives to explore whether a mutually acceptable resolution of Pinnacle Harbor's activist campaign can be achieved through a cooperation and standstill agreement or similar arrangement that would avoid a contested proxy election while preserving the Board's fiduciary duties and its ability to manage the Company in the best interests of all stockholders;

WHEREAS, in connection with such evaluation, the Special Committee has received and carefully reviewed the Settlement Strategy Memorandum prepared by Calderwood & Harkness, dated January 19, 2023, which analyzes potential settlement parameters across multiple dimensions, including board composition, standstill duration, ownership limitations, strategic review commitments, capital return demands, and customary ancillary provisions, and which identifies a range of terms that the Special Committee may consider offering as the basis for a negotiated resolution;

WHEREAS, the Special Committee has consulted with Patricia "Trish" Nakamura, the Company's General Counsel and Corporate Secretary, regarding the logistical, procedural, and governance aspects of potential settlement discussions, including the mechanics of any potential board appointment, the interaction of settlement terms with the Company's existing governing documents and corporate governance policies, the timing implications for the 2023 Annual Meeting, and the Company's ongoing disclosure obligations under the federal securities laws;

WHEREAS, the Special Committee has been informed that Pinnacle Harbor is represented in connection with its activist campaign by Hargrove Sloane & Birch LLP, with Jonathan "Jon" Birch III serving as the lead partner on the engagement, with HSB's principal office located at 1585 Broadway, 40th Floor, New York, New York 10036, and that Pinnacle Harbor's Managing Partner and Chief Investment Officer is Viktor S. Kessler, its Head of Activism and Portfolio Manager is Nadia Johar, and its proxy solicitor is Garrison Proxy Advisors, LLC, with Alicia Trent, Managing Director, serving as the lead advisor;

WHEREAS, after thorough and careful deliberation, and having considered all relevant facts and circumstances, the advice of the Company's legal and financial advisors, and the fiduciary duties owed by the members of the Special Committee and the Board to the Company and its stockholders, the Special Committee has determined, in the exercise of its business judgment, that it is advisable and in the best interests of Redstone Gaming Corp. and its stockholders to authorize and direct the Company's representatives to engage in direct settlement discussions with Pinnacle Harbor and its representatives, on the terms and subject to the conditions and limitations set forth in these resolutions;

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED, that the Special Committee hereby adopts the following resolutions:

1. Authorization of Settlement Discussions.

The Special Committee hereby authorizes and directs Douglas Fairchild of Calderwood & Harkness LLP and Patricia "Trish" Nakamura, General Counsel and Corporate Secretary of Redstone Gaming Corp. (together, the "Authorized Representatives"), acting on behalf of the Company and the Special Committee, to initiate and engage in direct settlement discussions and negotiations with Pinnacle Harbor Capital Partners, LP, Pinnacle Harbor Capital Management, LLC (the general partner of Pinnacle Harbor Capital Partners, LP), Viktor S. Kessler, Nadia Johar, and their legal counsel, Hargrove Sloane & Birch LLP, and any other duly authorized representatives or advisors of Pinnacle Harbor (collectively, the "PHCP Parties"), for the purpose of exploring whether a mutually acceptable resolution of Pinnacle Harbor's activist board-seat campaign can be achieved through a cooperation and standstill agreement or similar arrangement (a "Settlement"), on terms consistent with the parameters set forth in Resolution 2 below and subject to the limitations set forth in Resolution 3 below. The Authorized Representatives are hereby empowered to schedule and conduct meetings, telephone conferences, and other communications with the PHCP Parties as they deem appropriate in furtherance of this authorization, and to engage the Advisors as necessary and appropriate in connection with such discussions.

2. Settlement Parameters and Negotiation Guidelines.

The Authorized Representatives are hereby directed to conduct all settlement discussions and negotiations within the following parameters, which have been reviewed and approved by the Special Committee (the "Settlement Parameters"):

(a) Standstill Period. The Authorized Representatives shall seek to obtain an agreement by Pinnacle Harbor and the PHCP Parties to observe a standstill on all activist actions with respect to the Company, including without limitation the solicitation of proxies, the submission of stockholder proposals, the making of public statements critical of the Company's Board, management, or strategy, and the acquisition of additional shares of Common Stock in excess of the ownership cap described in Section 2(b) below. The preferred term of any standstill period shall be not less than eighteen (18) months and not more than twenty-four (24) months from the date of execution of a definitive settlement agreement (the "Standstill Period"). The Authorized Representatives are authorized to negotiate the specific duration of the Standstill Period within this range, taking into account the overall balance of concessions and the totality of the settlement terms. Any Standstill Period shorter than eighteen (18) months shall require the prior approval of the Special Committee before being offered or agreed to by the Authorized Representatives.

(b) Ownership Cap. Any settlement agreement shall include a provision limiting Pinnacle Harbor's beneficial ownership of Common Stock during the Standstill Period to a level not to exceed 9.9% of the then-outstanding shares of Common Stock (the "Ownership Cap"). The Ownership Cap shall apply to Pinnacle Harbor Capital Partners, LP, Pinnacle Harbor Capital Management, LLC, and all affiliates, associates, and members of any group (as such terms are defined under Section 13(d) of the Exchange Act and the rules promulgated thereunder) acting in concert with Pinnacle Harbor. The Authorized Representatives are authorized to negotiate customary exceptions and mechanical provisions related to the Ownership Cap, including treatment of stock splits, dividends, and other adjustments, provided that the effective cap on economic and voting ownership does not exceed 9.9%.

(c) Board Representation. The Authorized Representatives may discuss the potential appointment of one (1), but not more than one (1), new independent director to the Board as part of a Settlement, subject to the following conditions and limitations:

(i) Any such director must be mutually agreeable to both the Company and Pinnacle Harbor and must satisfy all applicable independence requirements under the listing standards of the NASDAQ Global Select Market, the rules and regulations of the SEC, and the Company's Corporate Governance Guidelines;

(ii) Such director shall not be either of the two individuals nominated by Pinnacle Harbor in the Nomination Notice — that is, such director shall not be Dr. Sandra Trevelyan or Hugh Desmond Grayson — and shall not be a current officer, employee, or insider of the Company;

(iii) Such director shall not be a current officer, employee, director, partner, member, or consultant of Pinnacle Harbor Capital Partners, LP, Pinnacle Harbor Capital Management, LLC, or any of their affiliates, and shall not have any material financial or personal relationship with Viktor S. Kessler, Nadia Johar, or any other principal of Pinnacle Harbor that would compromise such director's independence from Pinnacle Harbor;

(iv) The selection process for any such mutually agreeable director shall be managed jointly by the Chair of the Special Committee and such representative of Pinnacle Harbor as may be designated by Pinnacle Harbor, with the Company's Nominating and Corporate Governance Committee retaining the right to evaluate and approve any candidate before the candidate is presented to the full Board for consideration; and

(v) Any appointment of a new director pursuant to a Settlement shall be subject to the approval of the full Board of Directors, in the exercise of its fiduciary duties, and the Authorized Representatives shall not make any binding commitment regarding board composition without such Board approval;

(d) Strategic Review of Interactive Gaming Division. The Authorized Representatives may agree, as part of a Settlement, that the Company will conduct an internal review of the strategic alternatives available with respect to the Interactive Gaming Division (the "Strategic Review"), subject to the following conditions and limitations:

(i) The Strategic Review shall be conducted over a period not to exceed one hundred twenty (120) calendar days from the date of execution of a definitive settlement agreement;

(ii) The Board of Directors shall retain full and sole discretion over the scope, methodology, participants, conclusions, and any actions resulting from or taken in connection with the Strategic Review, and the Company shall have no obligation to pursue any particular transaction, restructuring, or strategic alternative as a result of the Strategic Review;

(iii) The Company shall have no obligation to share, disclose, or otherwise communicate the findings, conclusions, analyses, or recommendations arising from the Strategic Review with Pinnacle Harbor or any of the PHCP Parties, except to the extent required by applicable law or regulation, or as the Board may determine in its sole discretion to be in the best interests of the Company and its stockholders; and

(iv) Pinnacle Harbor shall acknowledge in any definitive settlement agreement that the Strategic Review is being undertaken by the Company in the exercise of its independent business judgment and that the Company's agreement to conduct the Strategic Review shall not create any legal, contractual, or fiduciary obligation to pursue any particular outcome or transaction;

(e) Withdrawal of Nominations. Any Settlement must include a binding commitment by Pinnacle Harbor to withdraw, with prejudice, all director nominations submitted to the Company in connection with the 2023 Annual Meeting, including the nominations of Dr. Sandra Trevelyan and Hugh Desmond Grayson, and an agreement by Pinnacle Harbor not to solicit proxies, consents, or authorizations from the Company's stockholders, or to encourage or support any third party in doing so, during the Standstill Period. Such withdrawal must be reflected in appropriate filings with the SEC, including an amendment to Pinnacle Harbor's Schedule 13D.

(f) Voting Commitment. Any Settlement must include a binding commitment by Pinnacle Harbor to vote all shares of Common Stock beneficially owned by Pinnacle Harbor, its affiliates, and its associates: (i) in favor of the Board's slate of director nominees at the 2023 Annual Meeting and any subsequent annual or special meeting of stockholders held during the Standstill Period; and (ii) in accordance with the Board's recommendations on all other proposals submitted to a vote of stockholders during the Standstill Period, including without limitation proposals relating to executive compensation ("say-on-pay"), the ratification of the Company's independent auditors, and any other proposals recommended by the Board. The Authorized Representatives may discuss customary carve-outs from the voting commitment for extraordinary transactions (e.g., mergers, acquisitions, or dispositions involving the Company) if requested by Pinnacle Harbor, provided that any such carve-outs are limited in scope and do not materially undermine the purpose of the voting commitment.

(g) Capital Return Demands. The Authorized Representatives shall not agree, as part of any Settlement, to any specific capital return commitment on behalf of the Company. In particular, the $300 million special dividend or accelerated share repurchase demand set forth in Pinnacle Harbor's Demand Letter and Open Letter shall not be conceded, committed to, or acknowledged as a term or condition of any settlement agreement. The Special Committee acknowledges that the Board may, in its sole discretion and in the exercise of its independent business judgment, voluntarily consider capital return initiatives, including share repurchases, dividends, and other distributions to stockholders, in the ordinary course of the Company's business, and nothing in any settlement agreement shall limit the Board's authority or discretion in that regard. The Authorized Representatives may communicate this position to Pinnacle Harbor and its representatives.

(h) Non-Disparagement. Any Settlement shall include a mutual non-disparagement clause, pursuant to which each of the Company (including its directors, officers, and authorized spokespersons) and Pinnacle Harbor (including its principals, officers, employees, and authorized spokespersons) shall agree not to make or cause to be made any public or private statements that disparage, defame, or cast in a negative light the other party, its directors, officers, employees, business, strategy, or financial performance, during the Standstill Period. The Authorized Representatives may negotiate customary exceptions to the non-disparagement clause, including exceptions for statements made in compliance with legal or regulatory requirements, in response to compulsory legal process, or in connection with the enforcement of rights under the settlement agreement itself.

(i) Expense Reimbursement. The Authorized Representatives may agree, as part of a Settlement, to the reimbursement by the Company of Pinnacle Harbor's documented, reasonable, and out-of-pocket legal fees and expenses incurred in connection with the activist campaign and settlement negotiations, subject to a cap not to exceed Seven Hundred Fifty Thousand Dollars ($750,000) in the aggregate. Any reimbursement shall be conditioned upon the execution and effectiveness of a definitive settlement agreement and the provision by Pinnacle Harbor of reasonable documentation of the expenses for which reimbursement is sought. The Authorized Representatives shall seek to negotiate a reimbursement amount below the cap to the extent practicable.

(j) Governing Law. Any definitive settlement agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-laws rules or provisions that would cause the application of the laws of any other jurisdiction. Any disputes arising under or in connection with such agreement shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, any state or federal court located in the State of Delaware).

(k) Termination Triggers. Any definitive settlement agreement shall include customary termination provisions, including without limitation: (i) termination upon material breach by either party, subject to a reasonable cure period of not less than fifteen (15) business days following written notice of such breach; (ii) termination upon a change of control of the Company (as such term shall be defined in the settlement agreement); (iii) termination upon Pinnacle Harbor's beneficial ownership of Common Stock declining below a minimum threshold to be negotiated by the Authorized Representatives (the "Minimum Ownership Threshold"), provided that such threshold shall be set at a level that reflects a meaningful continuing investment in the Company; and (iv) termination by mutual written agreement of the parties. The Authorized Representatives may negotiate additional termination triggers as they deem appropriate, subject to the overall Settlement Parameters and the approval of the Special Committee for any material modifications.

3. Limitations on Authority.

Notwithstanding the foregoing authorization, the authority granted to the Authorized Representatives under these resolutions is subject to the following express limitations:

(a) The Authorized Representatives may discuss, negotiate, and exchange drafts of a cooperation and standstill agreement (or similar agreement) and any related or ancillary documents, but the Authorized Representatives shall not execute, deliver, or otherwise bind the Company or the Board to any definitive agreement, term sheet, memorandum of understanding, letter of intent, or other binding or non-binding arrangement with Pinnacle Harbor or any of the PHCP Parties, without the prior written approval of the Special Committee and, as determined by the Special Committee to be appropriate, the full Board of Directors.

(b) Before any proposed definitive agreement is executed, the Authorized Representatives shall present such proposed agreement, together with a summary of its material terms and a comparison to the Settlement Parameters set forth in Resolution 2 above, to the Special Committee for its review, evaluation, and recommendation. The Special Committee shall then, if it deems the proposed agreement acceptable, recommend such agreement to the full Board for approval and authorization of execution.

(c) The Authorized Representatives shall not, in the course of settlement discussions, make any representations, warranties, commitments, or concessions on behalf of the Company that are outside the scope of the Settlement Parameters, without first obtaining the prior approval of the Special Committee.

(d) The Authorized Representatives shall provide regular and timely updates to the Special Committee, and to its Chair, James "Jim" Delacroix, on the status and progress of settlement negotiations, including summaries of all substantive communications with the PHCP Parties, drafts of any proposed agreements exchanged, and any material developments or changes in the posture or demands of Pinnacle Harbor.

4. Engagement of Advisors in Settlement Process.

(a) Calderwood & Harkness LLP is hereby authorized and directed to prepare and circulate drafts of a cooperation and standstill agreement (or similar agreement) and any related or ancillary documents as may be necessary or desirable to effectuate a negotiated Settlement with Pinnacle Harbor, and to provide all legal advice and services reasonably required in connection with the settlement discussions and the negotiation, drafting, and finalization of any definitive agreement.

(b) Calloway Pinnacle Trust Bank is hereby authorized to provide financial advisory support to the Authorized Representatives and the Special Committee in connection with the settlement discussions, including without limitation analysis of the financial implications of various settlement terms, evaluation of the strategic and economic considerations associated with potential board appointments, strategic reviews, and other settlement components, and any other financial advisory services as may be requested by the Special Committee.

(c) Whitfield Morrow Partners, LLC is hereby authorized to advise the Authorized Representatives, the Special Committee, and the Board on the messaging, public disclosure, stockholder communication, and proxy solicitation aspects of any Settlement, including the preparation of any press releases, stockholder letters, or SEC filings that may be required or desirable in connection with the announcement or implementation of a Settlement.

(d) Harlan Ridge Communications, LLC is hereby authorized to advise the Authorized Representatives, the Special Committee, and the Board on the investor relations and strategic communications aspects of any Settlement, including the coordination of communications with institutional investors, sell-side analysts, financial media, and other relevant constituencies.

5. Coordination with Full Board.

(a) The Special Committee shall keep the full Board of Directors informed of all material developments in the settlement discussions with Pinnacle Harbor, consistent with the Special Committee's mandate and the Board's oversight responsibilities, through periodic reports and updates delivered at regular and special meetings of the Board or by written communication to the Board, as circumstances warrant.

(b) The Chair of the Special Committee, James "Jim" Delacroix, is hereby specifically authorized to report directly to Board Chair Diane K. Sheridan and to Chief Executive Officer Gerald R. Whitmore on the status of settlement discussions as he deems appropriate and as is consistent with the Special Committee's mandate, the preservation of the confidentiality of the settlement negotiations, and the Company's interests. Such reports may be made orally or in writing, at such times and in such manner as the Chair of the Special Committee determines to be advisable.

(c) Nothing in these resolutions shall be construed to limit or modify the authority of the full Board of Directors to direct, supervise, or terminate the settlement discussions at any time, or to modify the mandate of the Special Committee as the Board deems appropriate.

6. Preservation of Rights.

(a) Nothing in these resolutions shall be construed as, or deemed to constitute, a waiver, limitation, or impairment of the Company's right to contest any proxy solicitation by Pinnacle Harbor at the 2023 Annual Meeting or at any other meeting of stockholders, to challenge the sufficiency or validity of Pinnacle Harbor's Nomination Notice under the advance-notice provisions of the Bylaws or applicable law, to adopt any defensive measures available under the Delaware General Corporation Law, the Company's Charter, the Company's Bylaws, or applicable securities laws, or to take any other defensive, responsive, or affirmative action available to the Company under applicable law, regulation, or the Company's governing documents.

(b) The Special Committee expressly reserves the right, in its sole and absolute discretion, to terminate settlement discussions with Pinnacle Harbor at any time and for any reason, and to recommend that the Board proceed with a full contested proxy election defense if, in the Special Committee's judgment, a satisfactory negotiated resolution cannot be achieved on terms that are in the best interests of the Company and its stockholders.

(c) The initiation of settlement discussions shall not constitute, and shall not be construed or interpreted by any party as constituting, an admission by the Company, the Board, or the Special Committee regarding the merits of Pinnacle Harbor's demands, the qualifications of Pinnacle Harbor's director nominees, or the appropriateness of any change in the Company's strategy, governance, or capital allocation policies.

7. General Authorization.

Each of Douglas Fairchild, Patricia "Trish" Nakamura, and each member of the Special Committee is hereby authorized and empowered, in the name and on behalf of the Company and the Special Committee, to take or cause to be taken such further actions, to execute and deliver or cause to be executed and delivered such further documents, instruments, certificates, and agreements, and to incur such costs and expenses, in each case as any such person may deem necessary, advisable, or desirable to carry out the intent and purposes of the foregoing resolutions, including without limitation the negotiation, preparation, and circulation of draft agreements, the scheduling and conduct of meetings and communications with the PHCP Parties, the coordination with the Advisors, and the filing of any documents or notices with the SEC or other governmental or regulatory authorities as may be required in connection with the settlement discussions or any resulting Settlement, with the execution and delivery of any such documents, instruments, certificates, or agreements by any such person, or the taking of any such action by any such person, to be conclusive evidence of such person's determination that such execution, delivery, or action was necessary, advisable, or desirable and authorized by these resolutions.

CERTIFICATION AND EXECUTION

The undersigned, being all of the members of the Special Committee of the Board of Directors of Redstone Gaming Corp., hereby certify that the foregoing resolutions were duly adopted by unanimous written consent of all members of the Special Committee, effective as of January 20, 2023, without a meeting, in accordance with Section 141(f) of the Delaware General Corporation Law and Section 3.7 of the Amended and Restated Bylaws of Redstone Gaming Corp. Each undersigned Committee Member further certifies that he or she has read and understands the foregoing resolutions, consents to the adoption thereof, and agrees that such resolutions shall have the same force and effect as if adopted at a duly called and held meeting of the Special Committee at which all members were present and voting.

This unanimous written consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic mail (including .pdf) or other electronic transmission shall be equally as effective as delivery of a manually executed counterpart.

IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent as of the date first set forth above.

SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS REDSTONE GAMING CORP.

________________________________________

James "Jim" Delacroix Chair of the Special Committee

________________________________________

Carmen Vasquez Member of the Special Committee

________________________________________

Randall Morse Member of the Special Committee

ATTESTATION OF CORPORATE SECRETARY

I, Patricia "Trish" Nakamura, General Counsel and Corporate Secretary of Redstone Gaming Corp., a Delaware corporation, hereby certify that the foregoing is a true, correct, and complete copy of the resolutions adopted by the Special Committee of the Board of Directors of Redstone Gaming Corp. by unanimous written consent, effective as of January 20, 2023. I further certify that (i) the Special Committee was duly constituted by the Board of Directors pursuant to resolutions adopted on November 14, 2022; (ii) each of James "Jim" Delacroix, Carmen Vasquez, and Randall Morse was a duly appointed member of the Special Committee as of the date of such consent; (iii) the foregoing resolutions have not been amended, modified, rescinded, or revoked, and remain in full force and effect as of the date hereof; and (iv) the adoption of such resolutions was in accordance with the Delaware General Corporation Law, the Company's Amended and Restated Certificate of Incorporation, and the Company's Amended and Restated Bylaws.

________________________________________

Patricia "Trish" Nakamura General Counsel & Corporate Secretary Redstone Gaming Corp.

Date: ________

RESOLUTIONS OF THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF REDSTONE GAMING CORP.
Adopted by Unanimous Written Consent on January 20, 2023
Authorization to Pursue Settlement Discussions with Pinnacle Harbor Capital Partners, LP
The undersigned, being all of the members of the Special Committee (the "Special Committee") of the Board of Directors (the "Board") of Redstone Gaming Corp., a Delaware corporation (the "Company" or "RGC"), acting pursuant to Section 141(c) of the Delaware General Corporation Law and the authority delegated to the Special Committee by the Board, hereby adopt the following resolutions by unanimous written consent, effective as of January 20, 2023, without a meeting, pursuant to Section 141(f) of the Delaware General Corporation Law and Section 3.7 of the Company's Amended and Restated Bylaws:
RECITALS
WHEREAS, the Board of Directors of Redstone Gaming Corp., a corporation duly organized and existing under the laws of the State of Delaware, formed the Special Committee by resolutions duly adopted at a meeting of the Board held on November 14, 2022 (the "Formation Resolutions"), for the purpose of overseeing the Board's evaluation of, and response to, the activist board-seat campaign initiated by Pinnacle Harbor Capital Partners, LP, a Delaware limited partnership ("Pinnacle Harbor" or "PHCP"), and delegated to the Special Committee the authority to engage advisors, evaluate strategic options, and make recommendations to the full Board in connection therewith;
WHEREAS, the Special Committee is composed of three independent, non-management directors of the Company, each of whom has been determined by the Board to be independent under the listing standards of the NASDAQ Global Select Market, the rules and regulations of the Securities and Exchange Commission (the "SEC"), and the Company's Corporate Governance Guidelines, namely: (i) James "Jim" Delacroix, who serves as Chair of the Special Committee; (ii) Carmen Vasquez; and (iii) Randall Morse (each, a "Committee Member" and, collectively, the "Committee Members");
WHEREAS, between June 2022 and November 2022, Pinnacle Harbor accumulated a position of approximately 7,119,600 shares of the Company's common stock, par value $0.01 per share ("Common Stock"), representing approximately 6.8% of the 104,700,000 shares of Common Stock outstanding as of the record date most recently established by the Company, thereby making Pinnacle Harbor one of the Company's largest stockholders;
WHEREAS, on November 10, 2022, Pinnacle Harbor filed a preliminary Schedule 13D with the SEC pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 13d-1 promulgated thereunder, disclosing its ownership stake in the Company and its intent to engage in activist activities with respect to the governance, management, and strategic direction of the Company;
WHEREAS, prior to such public disclosure, on October 28, 2022, Pinnacle Harbor transmitted a private letter (the "Demand Letter") to Diane K. Sheridan, Chair of the Board of Directors of Redstone Gaming Corp., in which Pinnacle Harbor demanded that the Board take the following actions: (i) the immediate appointment of two individuals designated by Pinnacle Harbor as new members of the Board; (ii) the initiation of a formal strategic review of the Company's interactive gaming division (the "Interactive Gaming Division"), including the evaluation of a potential sale, spin-off, or other separation transaction involving such division; and (iii) the return of approximately $300 million to the Company's stockholders through either a special cash dividend or an accelerated share repurchase program, or a combination thereof;
WHEREAS, on November 30, 2022, Pinnacle Harbor issued a public open letter addressed to the Board and stockholders of Redstone Gaming Corp. (the "Open Letter"), reiterating the demands set forth in the Demand Letter and further demanding that the Board appoint Dr. Sandra Trevelyan, a former executive in the digital entertainment industry, and Hugh Desmond Grayson, a private equity investor and former gaming industry executive, to the Board, or face a proxy contest at the Company's 2023 annual meeting of stockholders (the "2023 Annual Meeting");
WHEREAS, in response to Pinnacle Harbor's activist campaign and in accordance with the Formation Resolutions, the Board engaged Calderwood & Harkness LLP ("Calderwood & Harkness" or "C&H") as outside legal counsel to advise the Board and the Special Committee in connection with the activist campaign, with such engagement commencing on November 15, 2022, under C&H matter number 1033-00003, with Douglas Fairchild, a senior partner in the firm's Shareholder Activism & Corporate Governance practice, serving as the responsible partner for the engagement;
WHEREAS, the Board additionally engaged the following advisors to support the Special Committee and the Board in their evaluation of and response to Pinnacle Harbor's activist campaign: (i) Calloway Pinnacle Trust Bank, a nationally recognized investment banking firm, as financial advisor, with Thomas V. Ashford, Managing Director and head of the firm's Activism & Corporate Defense advisory practice, serving as the lead advisor; (ii) Whitfield Morrow Partners, LLC, as proxy solicitor, with Denise Cavanaugh, Senior Vice President, serving as the lead advisor; and (iii) Harlan Ridge Communications, LLC, as investor relations and strategic communications advisor, with Philip Navarette, Partner, serving as the lead advisor (Calderwood & Harkness, Calloway Pinnacle Trust Bank, Whitfield Morrow Partners, LLC, and Harlan Ridge Communications, LLC, collectively, the "Advisors");
WHEREAS, Calderwood & Harkness has provided extensive legal advice and work product to the Special Committee and the Board in connection with the Pinnacle Harbor activist campaign, including without limitation the following:
(a) an initial situational assessment memorandum, delivered to the Board on November 18, 2022, analyzing the nature and scope of Pinnacle Harbor's activist campaign, the regulatory and governance framework applicable to such campaigns, and preliminary strategic considerations for the Board's response;
(b) a comprehensive bylaw and charter defensive review memorandum, delivered to the Board on December 5, 2022, analyzing the defensive provisions and other relevant provisions of the Company's Amended and Restated Bylaws (as last amended on September 12, 2021) (the "Bylaws") and the Company's Amended and Restated Certificate of Incorporation (filed with the Delaware Secretary of State under file number 5734821) (the "Charter"), including an assessment of the enforceability and strategic utility of each such provision in the context of a contested proxy election;
(c) an advance-notice bylaw compliance analysis, delivered to the Board on December 14, 2022, analyzing the requirements and deadlines applicable to stockholder nominations of directors under Article II, Section 2.11 of the Bylaws, and determining that, based on the Company's 2022 annual meeting of stockholders having been held on May 11, 2022, the advance-notice nomination window opened on December 12, 2022 and would close on January 11, 2023 (the "Nomination Window");
(d) an analysis and presentation regarding a potential limited-duration stockholder rights plan (commonly referred to as a "poison pill"), delivered to the Board on December 19, 2022, which the Board, after careful deliberation, declined to adopt;
(e) a nominee qualification and deficiency review, delivered to the Special Committee on January 13, 2023, analyzing the qualifications, backgrounds, independence, and potential conflicts of interest of each of the two director nominees put forward by Pinnacle Harbor, namely Dr. Sandra Trevelyan and Hugh Desmond Grayson, and assessing the sufficiency of Pinnacle Harbor's formal nomination notice under the advance-notice provisions of the Bylaws; and
(f) a settlement strategy memorandum, dated January 19, 2023, analyzing potential settlement parameters, structures, and terms for a negotiated resolution of Pinnacle Harbor's activist campaign, including an assessment of comparable activist settlements in the gaming and entertainment industry and the relative costs, risks, and benefits of various approaches (the "Settlement Strategy Memorandum");
WHEREAS, on December 8, 2022, Hargrove Sloane & Birch LLP ("HSB"), acting as legal counsel to Pinnacle Harbor, transmitted a formal notice of intent to nominate directors (the "Intent Notice") to the Company, in accordance with the advance-notice provisions of Article II, Section 2.11 of the Bylaws, indicating Pinnacle Harbor's intention to nominate candidates for election to the Board at the 2023 Annual Meeting;
WHEREAS, on January 6, 2023, Pinnacle Harbor filed an amended Schedule 13D with the SEC (the "Amended 13D"), disclosing its intention to proceed with a proxy contest at the 2023 Annual Meeting and providing additional details regarding its strategic objectives and proposed director nominees;
WHEREAS, on January 9, 2023, the Company received from Pinnacle Harbor, through Hargrove Sloane & Birch LLP, a formal nomination notice (the "Nomination Notice") compliant with the requirements of Article II, Section 2.11 of the Bylaws, nominating Dr. Sandra Trevelyan and Hugh Desmond Grayson for election to the Board at the 2023 Annual Meeting, such notice having been received two (2) days prior to the January 11, 2023 close of the Nomination Window and therefore being timely under the applicable advance-notice provisions;
WHEREAS, the Special Committee has convened on multiple occasions since its formation, including meetings held on November 21, 2022, December 2, 2022, December 12, 2022, December 20, 2022, January 4, 2023, January 10, 2023, January 16, 2023, and January 19, 2023, at which the Special Committee received detailed presentations from and engaged in substantive discussions with Douglas Fairchild and Claire Dempsey of Calderwood & Harkness LLP, Thomas V. Ashford of Calloway Pinnacle Trust Bank, and Denise Cavanaugh of Whitfield Morrow Partners, LLC, regarding all aspects of the Pinnacle Harbor activist campaign, the Company's defensive posture, and the relative merits and risks of available strategic options;
WHEREAS, the Special Committee has carefully considered and evaluated the relative costs, risks, disruptions, and potential outcomes associated with (a) proceeding to a contested proxy election at the 2023 Annual Meeting, including the substantial costs of proxy solicitation, the potential distraction of management and the Board, the risk of an adverse outcome at the polls, the potential for negative market reaction, and the impact on employee morale and business relationships, versus (b) pursuing direct engagement and negotiation with Pinnacle Harbor and its representatives to explore whether a mutually acceptable resolution of Pinnacle Harbor's activist campaign can be achieved through a cooperation and standstill agreement or similar arrangement that would avoid a contested proxy election while preserving the Board's fiduciary duties and its ability to manage the Company in the best interests of all stockholders;
WHEREAS, in connection with such evaluation, the Special Committee has received and carefully reviewed the Settlement Strategy Memorandum prepared by Calderwood & Harkness, dated January 19, 2023, which analyzes potential settlement parameters across multiple dimensions, including board composition, standstill duration, ownership limitations, strategic review commitments, capital return demands, and customary ancillary provisions, and which identifies a range of terms that the Special Committee may consider offering as the basis for a negotiated resolution;
WHEREAS, the Special Committee has consulted with Patricia "Trish" Nakamura, the Company's General Counsel and Corporate Secretary, regarding the logistical, procedural, and governance aspects of potential settlement discussions, including the mechanics of any potential board appointment, the interaction of settlement terms with the Company's existing governing documents and corporate governance policies, the timing implications for the 2023 Annual Meeting, and the Company's ongoing disclosure obligations under the federal securities laws;
WHEREAS, the Special Committee has been informed that Pinnacle Harbor is represented in connection with its activist campaign by Hargrove Sloane & Birch LLP, with Jonathan "Jon" Birch III serving as the lead partner on the engagement, with HSB's principal office located at 1585 Broadway, 40th Floor, New York, New York 10036, and that Pinnacle Harbor's Managing Partner and Chief Investment Officer is Viktor S. Kessler, its Head of Activism and Portfolio Manager is Nadia Johar, and its proxy solicitor is Garrison Proxy Advisors, LLC, with Alicia Trent, Managing Director, serving as the lead advisor;
WHEREAS, after thorough and careful deliberation, and having considered all relevant facts and circumstances, the advice of the Company's legal and financial advisors, and the fiduciary duties owed by the members of the Special Committee and the Board to the Company and its stockholders, the Special Committee has determined, in the exercise of its business judgment, that it is advisable and in the best interests of Redstone Gaming Corp. and its stockholders to authorize and direct the Company's representatives to engage in direct settlement discussions with Pinnacle Harbor and its representatives, on the terms and subject to the conditions and limitations set forth in these resolutions;
RESOLUTIONS
NOW, THEREFORE, BE IT RESOLVED, that the Special Committee hereby adopts the following resolutions:
1. Authorization of Settlement Discussions.
The Special Committee hereby authorizes and directs Douglas Fairchild of Calderwood & Harkness LLP and Patricia "Trish" Nakamura, General Counsel and Corporate Secretary of Redstone Gaming Corp. (together, the "Authorized Representatives"), acting on behalf of the Company and the Special Committee, to initiate and engage in direct settlement discussions and negotiations with Pinnacle Harbor Capital Partners, LP, Pinnacle Harbor Capital Management, LLC (the general partner of Pinnacle Harbor Capital Partners, LP), Viktor S. Kessler, Nadia Johar, and their legal counsel, Hargrove Sloane & Birch LLP, and any other duly authorized representatives or advisors of Pinnacle Harbor (collectively, the "PHCP Parties"), for the purpose of exploring whether a mutually acceptable resolution of Pinnacle Harbor's activist board-seat campaign can be achieved through a cooperation and standstill agreement or similar arrangement (a "Settlement"), on terms consistent with the parameters set forth in Resolution 2 below and subject to the limitations set forth in Resolution 3 below. The Authorized Representatives are hereby empowered to schedule and conduct meetings, telephone conferences, and other communications with the PHCP Parties as they deem appropriate in furtherance of this authorization, and to engage the Advisors as necessary and appropriate in connection with such discussions.
2. Settlement Parameters and Negotiation Guidelines.
The Authorized Representatives are hereby directed to conduct all settlement discussions and negotiations within the following parameters, which have been reviewed and approved by the Special Committee (the "Settlement Parameters"):
(a) Standstill Period. The Authorized Representatives shall seek to obtain an agreement by Pinnacle Harbor and the PHCP Parties to observe a standstill on all activist actions with respect to the Company, including without limitation the solicitation of proxies, the submission of stockholder proposals, the making of public statements critical of the Company's Board, management, or strategy, and the acquisition of additional shares of Common Stock in excess of the ownership cap described in Section 2(b) below. The preferred term of any standstill period shall be not less than eighteen (18) months and not more than twenty-four (24) months from the date of execution of a definitive settlement agreement (the "Standstill Period"). The Authorized Representatives are authorized to negotiate the specific duration of the Standstill Period within this range, taking into account the overall balance of concessions and the totality of the settlement terms. Any Standstill Period shorter than eighteen (18) months shall require the prior approval of the Special Committee before being offered or agreed to by the Authorized Representatives.
(b) Ownership Cap. Any settlement agreement shall include a provision limiting Pinnacle Harbor's beneficial ownership of Common Stock during the Standstill Period to a level not to exceed 9.9% of the then-outstanding shares of Common Stock (the "Ownership Cap"). The Ownership Cap shall apply to Pinnacle Harbor Capital Partners, LP, Pinnacle Harbor Capital Management, LLC, and all affiliates, associates, and members of any group (as such terms are defined under Section 13(d) of the Exchange Act and the rules promulgated thereunder) acting in concert with Pinnacle Harbor. The Authorized Representatives are authorized to negotiate customary exceptions and mechanical provisions related to the Ownership Cap, including treatment of stock splits, dividends, and other adjustments, provided that the effective cap on economic and voting ownership does not exceed 9.9%.
(c) Board Representation. The Authorized Representatives may discuss the potential appointment of one (1), but not more than one (1), new independent director to the Board as part of a Settlement, subject to the following conditions and limitations:
(i) Any such director must be mutually agreeable to both the Company and Pinnacle Harbor and must satisfy all applicable independence requirements under the listing standards of the NASDAQ Global Select Market, the rules and regulations of the SEC, and the Company's Corporate Governance Guidelines;
(ii) Such director shall not be either of the two individuals nominated by Pinnacle Harbor in the Nomination Notice — that is, such director shall not be Dr. Sandra Trevelyan or Hugh Desmond Grayson — and shall not be a current officer, employee, or insider of the Company;
(iii) Such director shall not be a current officer, employee, director, partner, member, or consultant of Pinnacle Harbor Capital Partners, LP, Pinnacle Harbor Capital Management, LLC, or any of their affiliates, and shall not have any material financial or personal relationship with Viktor S. Kessler, Nadia Johar, or any other principal of Pinnacle Harbor that would compromise such director's independence from Pinnacle Harbor;
(iv) The selection process for any such mutually agreeable director shall be managed jointly by the Chair of the Special Committee and such representative of Pinnacle Harbor as may be designated by Pinnacle Harbor, with the Company's Nominating and Corporate Governance Committee retaining the right to evaluate and approve any candidate before the candidate is presented to the full Board for consideration; and
(v) Any appointment of a new director pursuant to a Settlement shall be subject to the approval of the full Board of Directors, in the exercise of its fiduciary duties, and the Authorized Representatives shall not make any binding commitment regarding board composition without such Board approval;
(d) Strategic Review of Interactive Gaming Division. The Authorized Representatives may agree, as part of a Settlement, that the Company will conduct an internal review of the strategic alternatives available with respect to the Interactive Gaming Division (the "Strategic Review"), subject to the following conditions and limitations:
(i) The Strategic Review shall be conducted over a period not to exceed one hundred twenty (120) calendar days from the date of execution of a definitive settlement agreement;
(ii) The Board of Directors shall retain full and sole discretion over the scope, methodology, participants, conclusions, and any actions resulting from or taken in connection with the Strategic Review, and the Company shall have no obligation to pursue any particular transaction, restructuring, or strategic alternative as a result of the Strategic Review;
(iii) The Company shall have no obligation to share, disclose, or otherwise communicate the findings, conclusions, analyses, or recommendations arising from the Strategic Review with Pinnacle Harbor or any of the PHCP Parties, except to the extent required by applicable law or regulation, or as the Board may determine in its sole discretion to be in the best interests of the Company and its stockholders; and
(iv) Pinnacle Harbor shall acknowledge in any definitive settlement agreement that the Strategic Review is being undertaken by the Company in the exercise of its independent business judgment and that the Company's agreement to conduct the Strategic Review shall not create any legal, contractual, or fiduciary obligation to pursue any particular outcome or transaction;
(e) Withdrawal of Nominations. Any Settlement must include a binding commitment by Pinnacle Harbor to withdraw, with prejudice, all director nominations submitted to the Company in connection with the 2023 Annual Meeting, including the nominations of Dr. Sandra Trevelyan and Hugh Desmond Grayson, and an agreement by Pinnacle Harbor not to solicit proxies, consents, or authorizations from the Company's stockholders, or to encourage or support any third party in doing so, during the Standstill Period. Such withdrawal must be reflected in appropriate filings with the SEC, including an amendment to Pinnacle Harbor's Schedule 13D.
(f) Voting Commitment. Any Settlement must include a binding commitment by Pinnacle Harbor to vote all shares of Common Stock beneficially owned by Pinnacle Harbor, its affiliates, and its associates: (i) in favor of the Board's slate of director nominees at the 2023 Annual Meeting and any subsequent annual or special meeting of stockholders held during the Standstill Period; and (ii) in accordance with the Board's recommendations on all other proposals submitted to a vote of stockholders during the Standstill Period, including without limitation proposals relating to executive compensation ("say-on-pay"), the ratification of the Company's independent auditors, and any other proposals recommended by the Board. The Authorized Representatives may discuss customary carve-outs from the voting commitment for extraordinary transactions (e.g., mergers, acquisitions, or dispositions involving the Company) if requested by Pinnacle Harbor, provided that any such carve-outs are limited in scope and do not materially undermine the purpose of the voting commitment.
(g) Capital Return Demands. The Authorized Representatives shall not agree, as part of any Settlement, to any specific capital return commitment on behalf of the Company. In particular, the $300 million special dividend or accelerated share repurchase demand set forth in Pinnacle Harbor's Demand Letter and Open Letter shall not be conceded, committed to, or acknowledged as a term or condition of any settlement agreement. The Special Committee acknowledges that the Board may, in its sole discretion and in the exercise of its independent business judgment, voluntarily consider capital return initiatives, including share repurchases, dividends, and other distributions to stockholders, in the ordinary course of the Company's business, and nothing in any settlement agreement shall limit the Board's authority or discretion in that regard. The Authorized Representatives may communicate this position to Pinnacle Harbor and its representatives.
(h) Non-Disparagement. Any Settlement shall include a mutual non-disparagement clause, pursuant to which each of the Company (including its directors, officers, and authorized spokespersons) and Pinnacle Harbor (including its principals, officers, employees, and authorized spokespersons) shall agree not to make or cause to be made any public or private statements that disparage, defame, or cast in a negative light the other party, its directors, officers, employees, business, strategy, or financial performance, during the Standstill Period. The Authorized Representatives may negotiate customary exceptions to the non-disparagement clause, including exceptions for statements made in compliance with legal or regulatory requirements, in response to compulsory legal process, or in connection with the enforcement of rights under the settlement agreement itself.
(i) Expense Reimbursement. The Authorized Representatives may agree, as part of a Settlement, to the reimbursement by the Company of Pinnacle Harbor's documented, reasonable, and out-of-pocket legal fees and expenses incurred in connection with the activist campaign and settlement negotiations, subject to a cap not to exceed Seven Hundred Fifty Thousand Dollars ($750,000) in the aggregate. Any reimbursement shall be conditioned upon the execution and effectiveness of a definitive settlement agreement and the provision by Pinnacle Harbor of reasonable documentation of the expenses for which reimbursement is sought. The Authorized Representatives shall seek to negotiate a reimbursement amount below the cap to the extent practicable.
(j) Governing Law. Any definitive settlement agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-laws rules or provisions that would cause the application of the laws of any other jurisdiction. Any disputes arising under or in connection with such agreement shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, any state or federal court located in the State of Delaware).
(k) Termination Triggers. Any definitive settlement agreement shall include customary termination provisions, including without limitation: (i) termination upon material breach by either party, subject to a reasonable cure period of not less than fifteen (15) business days following written notice of such breach; (ii) termination upon a change of control of the Company (as such term shall be defined in the settlement agreement); (iii) termination upon Pinnacle Harbor's beneficial ownership of Common Stock declining below a minimum threshold to be negotiated by the Authorized Representatives (the "Minimum Ownership Threshold"), provided that such threshold shall be set at a level that reflects a meaningful continuing investment in the Company; and (iv) termination by mutual written agreement of the parties. The Authorized Representatives may negotiate additional termination triggers as they deem appropriate, subject to the overall Settlement Parameters and the approval of the Special Committee for any material modifications.
3. Limitations on Authority.
Notwithstanding the foregoing authorization, the authority granted to the Authorized Representatives under these resolutions is subject to the following express limitations:
(a) The Authorized Representatives may discuss, negotiate, and exchange drafts of a cooperation and standstill agreement (or similar agreement) and any related or ancillary documents, but the Authorized Representatives shall not execute, deliver, or otherwise bind the Company or the Board to any definitive agreement, term sheet, memorandum of understanding, letter of intent, or other binding or non-binding arrangement with Pinnacle Harbor or any of the PHCP Parties, without the prior written approval of the Special Committee and, as determined by the Special Committee to be appropriate, the full Board of Directors.
(b) Before any proposed definitive agreement is executed, the Authorized Representatives shall present such proposed agreement, together with a summary of its material terms and a comparison to the Settlement Parameters set forth in Resolution 2 above, to the Special Committee for its review, evaluation, and recommendation. The Special Committee shall then, if it deems the proposed agreement acceptable, recommend such agreement to the full Board for approval and authorization of execution.
(c) The Authorized Representatives shall not, in the course of settlement discussions, make any representations, warranties, commitments, or concessions on behalf of the Company that are outside the scope of the Settlement Parameters, without first obtaining the prior approval of the Special Committee.
(d) The Authorized Representatives shall provide regular and timely updates to the Special Committee, and to its Chair, James "Jim" Delacroix, on the status and progress of settlement negotiations, including summaries of all substantive communications with the PHCP Parties, drafts of any proposed agreements exchanged, and any material developments or changes in the posture or demands of Pinnacle Harbor.
4. Engagement of Advisors in Settlement Process.
(a) Calderwood & Harkness LLP is hereby authorized and directed to prepare and circulate drafts of a cooperation and standstill agreement (or similar agreement) and any related or ancillary documents as may be necessary or desirable to effectuate a negotiated Settlement with Pinnacle Harbor, and to provide all legal advice and services reasonably required in connection with the settlement discussions and the negotiation, drafting, and finalization of any definitive agreement.
(b) Calloway Pinnacle Trust Bank is hereby authorized to provide financial advisory support to the Authorized Representatives and the Special Committee in connection with the settlement discussions, including without limitation analysis of the financial implications of various settlement terms, evaluation of the strategic and economic considerations associated with potential board appointments, strategic reviews, and other settlement components, and any other financial advisory services as may be requested by the Special Committee.
(c) Whitfield Morrow Partners, LLC is hereby authorized to advise the Authorized Representatives, the Special Committee, and the Board on the messaging, public disclosure, stockholder communication, and proxy solicitation aspects of any Settlement, including the preparation of any press releases, stockholder letters, or SEC filings that may be required or desirable in connection with the announcement or implementation of a Settlement.
(d) Harlan Ridge Communications, LLC is hereby authorized to advise the Authorized Representatives, the Special Committee, and the Board on the investor relations and strategic communications aspects of any Settlement, including the coordination of communications with institutional investors, sell-side analysts, financial media, and other relevant constituencies.
5. Coordination with Full Board.
(a) The Special Committee shall keep the full Board of Directors informed of all material developments in the settlement discussions with Pinnacle Harbor, consistent with the Special Committee's mandate and the Board's oversight responsibilities, through periodic reports and updates delivered at regular and special meetings of the Board or by written communication to the Board, as circumstances warrant.
(b) The Chair of the Special Committee, James "Jim" Delacroix, is hereby specifically authorized to report directly to Board Chair Diane K. Sheridan and to Chief Executive Officer Gerald R. Whitmore on the status of settlement discussions as he deems appropriate and as is consistent with the Special Committee's mandate, the preservation of the confidentiality of the settlement negotiations, and the Company's interests. Such reports may be made orally or in writing, at such times and in such manner as the Chair of the Special Committee determines to be advisable.
(c) Nothing in these resolutions shall be construed to limit or modify the authority of the full Board of Directors to direct, supervise, or terminate the settlement discussions at any time, or to modify the mandate of the Special Committee as the Board deems appropriate.
6. Preservation of Rights.
(a) Nothing in these resolutions shall be construed as, or deemed to constitute, a waiver, limitation, or impairment of the Company's right to contest any proxy solicitation by Pinnacle Harbor at the 2023 Annual Meeting or at any other meeting of stockholders, to challenge the sufficiency or validity of Pinnacle Harbor's Nomination Notice under the advance-notice provisions of the Bylaws or applicable law, to adopt any defensive measures available under the Delaware General Corporation Law, the Company's Charter, the Company's Bylaws, or applicable securities laws, or to take any other defensive, responsive, or affirmative action available to the Company under applicable law, regulation, or the Company's governing documents.
(b) The Special Committee expressly reserves the right, in its sole and absolute discretion, to terminate settlement discussions with Pinnacle Harbor at any time and for any reason, and to recommend that the Board proceed with a full contested proxy election defense if, in the Special Committee's judgment, a satisfactory negotiated resolution cannot be achieved on terms that are in the best interests of the Company and its stockholders.
(c) The initiation of settlement discussions shall not constitute, and shall not be construed or interpreted by any party as constituting, an admission by the Company, the Board, or the Special Committee regarding the merits of Pinnacle Harbor's demands, the qualifications of Pinnacle Harbor's director nominees, or the appropriateness of any change in the Company's strategy, governance, or capital allocation policies.
7. General Authorization.
Each of Douglas Fairchild, Patricia "Trish" Nakamura, and each member of the Special Committee is hereby authorized and empowered, in the name and on behalf of the Company and the Special Committee, to take or cause to be taken such further actions, to execute and deliver or cause to be executed and delivered such further documents, instruments, certificates, and agreements, and to incur such costs and expenses, in each case as any such person may deem necessary, advisable, or desirable to carry out the intent and purposes of the foregoing resolutions, including without limitation the negotiation, preparation, and circulation of draft agreements, the scheduling and conduct of meetings and communications with the PHCP Parties, the coordination with the Advisors, and the filing of any documents or notices with the SEC or other governmental or regulatory authorities as may be required in connection with the settlement discussions or any resulting Settlement, with the execution and delivery of any such documents, instruments, certificates, or agreements by any such person, or the taking of any such action by any such person, to be conclusive evidence of such person's determination that such execution, delivery, or action was necessary, advisable, or desirable and authorized by these resolutions.
CERTIFICATION AND EXECUTION
The undersigned, being all of the members of the Special Committee of the Board of Directors of Redstone Gaming Corp., hereby certify that the foregoing resolutions were duly adopted by unanimous written consent of all members of the Special Committee, effective as of January 20, 2023, without a meeting, in accordance with Section 141(f) of the Delaware General Corporation Law and Section 3.7 of the Amended and Restated Bylaws of Redstone Gaming Corp. Each undersigned Committee Member further certifies that he or she has read and understands the foregoing resolutions, consents to the adoption thereof, and agrees that such resolutions shall have the same force and effect as if adopted at a duly called and held meeting of the Special Committee at which all members were present and voting.
This unanimous written consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic mail (including .pdf) or other electronic transmission shall be equally as effective as delivery of a manually executed counterpart.
IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent as of the date first set forth above.
SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS REDSTONE GAMING CORP.
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James "Jim" Delacroix Chair of the Special Committee
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Carmen Vasquez Member of the Special Committee
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Randall Morse Member of the Special Committee
ATTESTATION OF CORPORATE SECRETARY
I, Patricia "Trish" Nakamura, General Counsel and Corporate Secretary of Redstone Gaming Corp., a Delaware corporation, hereby certify that the foregoing is a true, correct, and complete copy of the resolutions adopted by the Special Committee of the Board of Directors of Redstone Gaming Corp. by unanimous written consent, effective as of January 20, 2023. I further certify that (i) the Special Committee was duly constituted by the Board of Directors pursuant to resolutions adopted on November 14, 2022; (ii) each of James "Jim" Delacroix, Carmen Vasquez, and Randall Morse was a duly appointed member of the Special Committee as of the date of such consent; (iii) the foregoing resolutions have not been amended, modified, rescinded, or revoked, and remain in full force and effect as of the date hereof; and (iv) the adoption of such resolutions was in accordance with the Delaware General Corporation Law, the Company's Amended and Restated Certificate of Incorporation, and the Company's Amended and Restated Bylaws.
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Patricia "Trish" Nakamura General Counsel & Corporate Secretary Redstone Gaming Corp.
Date: ________

RESOLUTIONS OF THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF REDSTONE GAMING CORP.

RECITALS

RESOLUTIONS

CERTIFICATION AND EXECUTION

SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS REDSTONE GAMING CORP.

ATTESTATION OF CORPORATE SECRETARY

Record

Parties

Dates

Amounts