1033-00003 · Redstone Gaming Corp · Corporate Governance

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RESOLUTIONS OF THE BOARD OF DIRECTORS OF REDSTONE GAMING CORP.

Adopted by Unanimous Written Consent in Lieu of a Special Meeting

March 9, 2023

Pursuant to Section 141(f) of the Delaware General Corporation Law and Article III of the Amended and Restated Bylaws of Redstone Gaming Corp.

The undersigned, being all of the members of the Board of Directors (the "Board") of Redstone Gaming Corp., a Delaware corporation (the "Corporation"), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL") and Article III of the Amended and Restated Bylaws of the Corporation (the "Bylaws"), hereby adopt the following recitals and resolutions by unanimous written consent in lieu of a special meeting of the Board, effective as of March 9, 2023, with the same force and effect as if adopted at a duly convened meeting of the Board at which a quorum was present and acted throughout:

RECITALS

WHEREAS, the Corporation is a corporation duly organized and existing under the laws of the State of Delaware, with its principal executive offices located at 8700 Las Vegas Boulevard South, Suite 2200, Las Vegas, Nevada 89123, and its shares of common stock, par value $0.01 per share (the "Common Stock"), are listed on the Nasdaq Global Select Market under the ticker symbol "RGC," and the Corporation's Amended and Restated Certificate of Incorporation is on file with the Secretary of State of the State of Delaware under file number 5734821 (the "Certificate of Incorporation"); and

WHEREAS, the Board has been informed and is aware that Pinnacle Harbor Capital Partners, LP, a Delaware limited partnership ("Pinnacle Harbor"), has accumulated a position of approximately 6.8% of the Corporation's outstanding shares of Common Stock, representing approximately 7,119,600 shares out of approximately 104,700,000 shares of Common Stock outstanding as of the most recent practicable date, and that Pinnacle Harbor filed a preliminary Schedule 13D with the United States Securities and Exchange Commission (the "SEC") on November 10, 2022, disclosing its ownership of such shares and its activist intentions with respect to the Corporation, including, among other things, (1) the appointment of two board nominees, specifically Dr. Sandra Trevelyan and Hugh Desmond Grayson, to serve on the Board, (2) a comprehensive strategic review of the Corporation's interactive gaming division, and (3) the return of approximately $300 million to stockholders through share repurchases, special dividends, or a combination thereof; and the Board further notes that Pinnacle Harbor published a public open letter to the Board and stockholders of the Corporation, dated November 30, 2022, reiterating these demands and criticizing certain aspects of the Corporation's capital allocation strategy and corporate governance practices (collectively, the "Activist Campaign"); and

WHEREAS, on November 14, 2022, the Board held an emergency meeting, duly noticed and convened, at which a quorum was present, and at such meeting the Board formed a special committee (the "Special Committee") composed of three independent directors of the Corporation — James Delacroix, serving as Chair, Carmen Vasquez, and Randall Morse — and delegated to the Special Committee the authority to oversee and direct the Board's response to the Activist Campaign, including the authority to engage advisors and to negotiate on behalf of the Corporation; and in connection therewith, the Board authorized the engagement of the following advisors: (i) Calderwood & Harkness LLP ("Calderwood & Harkness") as outside legal counsel to the Corporation (engagement opened November 15, 2022; matter number 1033-00003; Douglas Fairchild, Responsible Partner; Angela Fontaine, Billing Partner), (ii) Calloway Pinnacle Trust Bank ("Calloway Wainwright") as financial advisor to the Corporation (Thomas V. Ashford, Managing Director, serving as lead engagement partner), (iii) Whitfield Morrow Partners, LLC ("Whitfield Morrow") as proxy solicitor (Denise Cavanaugh, Senior Vice President, serving as lead contact), and (iv) Harlan Ridge Communications, LLC ("Harlan Ridge") as investor relations and strategic communications advisor (Philip Navarette, Partner, serving as lead contact); and

WHEREAS, counsel to Pinnacle Harbor, the law firm of Hargrove Sloane & Birch LLP ("Hargrove Sloane"), submitted a formal notice of intent to nominate directors to the Board on December 8, 2022, and thereafter submitted a timely and complete nomination notice, which was received by the Corporation on January 9, 2023, within the advance-notice window established by Article II, Section 2.11 of the Bylaws (such window having opened on December 12, 2022 and closing on January 11, 2023), nominating Dr. Sandra Trevelyan and Hugh Desmond Grayson for election to the Board at the Corporation's 2023 Annual Meeting of Stockholders; and the Board further notes that, at a meeting held on December 19, 2022, the Board considered the adoption of a limited-duration stockholder rights plan (commonly referred to as a "poison pill") as a defensive measure and, following careful deliberation and consultation with Calderwood & Harkness and Calloway Wainwright, declined to adopt such a plan at that time, determining that the adoption of a rights plan was not, at that juncture, in the best interests of the Corporation and its stockholders; and

WHEREAS, on January 20, 2023, the Special Committee authorized direct engagement with Pinnacle Harbor and its representatives to explore whether a negotiated resolution of the Activist Campaign could be achieved on terms acceptable to the Corporation; and settlement discussions were thereafter conducted between the parties' principals and their respective legal counsel on January 30, 2023, February 14, 2023, and March 3, 2023, during which the parties discussed the scope and terms of a potential cooperation and standstill arrangement; and a non-binding framework term sheet setting forth the general parameters of a proposed settlement was exchanged between the parties on February 14, 2023; and Calderwood & Harkness circulated an initial draft of a proposed Cooperation and Standstill Agreement on February 22, 2023, which was thereafter negotiated with Hargrove Sloane through multiple rounds of revisions and mark-ups, culminating in a substantially final form of the agreement that has been presented to the Board for its review and approval; and

WHEREAS, the Special Committee, having carefully considered the advice of Calderwood & Harkness and Calloway Wainwright, and having reviewed the substantially final form of the proposed Cooperation and Standstill Agreement (as defined below), has unanimously recommended to the full Board that it approve the execution and delivery of such agreement and the transactions contemplated thereby, the Special Committee having determined that the terms and conditions set forth in the Cooperation and Standstill Agreement are fair, reasonable, and in the best interests of the Corporation and all of its stockholders, taking into account, among other factors, the costs, uncertainties, and distractions associated with a contested proxy solicitation at the Corporation's 2023 Annual Meeting of Stockholders, the potential disruption to the Corporation's business operations, and the benefits of the cooperative arrangements set forth in the agreement; and

WHEREAS, the Board has been presented with and has reviewed the proposed Cooperation and Standstill Agreement (the "Agreement"), to be entered into by and among Redstone Gaming Corp., Pinnacle Harbor Capital Partners, LP, Pinnacle Harbor Capital Management, LLC (the general partner of Pinnacle Harbor Capital Partners, LP), and Viktor S. Kessler (the managing member of Pinnacle Harbor Capital Management, LLC) (Pinnacle Harbor Capital Partners, LP, Pinnacle Harbor Capital Management, LLC, and Viktor S. Kessler, collectively, the "Pinnacle Harbor Parties"), a copy of which in substantially final form is attached hereto as Exhibit A, and each director has had a reasonable opportunity to review and consider such agreement and to consult with counsel; and the Agreement is to be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts-of-law principles; and

WHEREAS, the Board has reviewed and is familiar with the material terms and conditions of the Agreement, which include, among other things: (i) an eighteen (18)-month standstill period commencing upon execution of the Agreement (anticipated to be on or about March 10, 2023, and expiring on or about September 10, 2024) (the "Standstill Period"), during which the Pinnacle Harbor Parties will refrain from, among other things, acquiring beneficial ownership of shares of Common Stock in excess of 9.9% of the outstanding shares of Common Stock; (ii) a 9.9% ownership cap applicable to the Pinnacle Harbor Parties during the Standstill Period; (iii) the appointment of one (1) mutually agreed independent director — Franklin Chu, age 52, formerly the Chief Executive Officer of Prism Digital Entertainment, LLC — to the Board, effective April 1, 2023, to serve until the Corporation's 2025 Annual Meeting of Stockholders and until his successor is duly elected and qualified or until his earlier death, resignation, or removal; (iv) a 120-day internal strategic review of the Corporation's interactive gaming division, to be completed by July 8, 2023 (assuming execution of the Agreement on March 10, 2023); (v) the agreement of the Pinnacle Harbor Parties to vote all shares of Common Stock beneficially owned by them in favor of the Corporation's management-recommended director nominees and in accordance with the Board's recommendations on all other matters submitted to a vote of stockholders during the Standstill Period; (vi) the withdrawal by Pinnacle Harbor Capital Partners, LP of all director nominations previously submitted, including the nominations of Dr. Sandra Trevelyan and Hugh Desmond Grayson, and the agreement not to solicit proxies, consents, or voting instructions during the Standstill Period; (vii) mutual non-disparagement provisions binding on both the Corporation and the Pinnacle Harbor Parties; (viii) the Corporation's agreement to reimburse Pinnacle Harbor Capital Partners, LP for its documented legal expenses incurred in connection with the Activist Campaign and the negotiation of the Agreement, up to a maximum aggregate cap of Seven Hundred Fifty Thousand Dollars ($750,000); and (ix) termination triggers, including (a) a material breach by either party that remains uncured for fifteen (15) business days after written notice thereof, (b) a change-of-control of the Corporation (as defined in the Agreement), and (c) Pinnacle Harbor's beneficial ownership of Common Stock falling below 3.5% of the outstanding shares; and

WHEREAS, the Board has been informed that Franklin Chu was identified from a pool of three (3) candidates through a collaborative process conducted by a joint committee consisting of representatives of both the Corporation and Pinnacle Harbor, and that Mr. Chu is neither a nominee of Pinnacle Harbor nor a current insider, officer, employee, or affiliate of the Corporation; and Mr. Chu served as the Chief Executive Officer of Prism Digital Entertainment, LLC, a leading provider of interactive and digital entertainment content, from 2014 through 2021, and the Board has reviewed background information relating to Mr. Chu's qualifications and has determined, based on the information provided, that Mr. Chu satisfies the independence requirements applicable to directors under Nasdaq Listing Rule 5605(a)(2) and applicable rules and regulations of the SEC;

NOW, THEREFORE, the Board hereby adopts the following resolutions:

SECTION 1: APPROVAL OF THE COOPERATION AND STANDSTILL AGREEMENT

1.1 Approval of Agreement. RESOLVED, that the Cooperation and Standstill Agreement by and among Redstone Gaming Corp., Pinnacle Harbor Capital Partners, LP, Pinnacle Harbor Capital Management, LLC, and Viktor S. Kessler, in substantially the form presented to the Board and attached hereto as Exhibit A (the "Agreement"), together with such changes, modifications, amendments, or supplements thereto as the officers of the Corporation executing the same shall approve (such approval to be conclusively evidenced by their execution and delivery thereof), be, and the same hereby is, approved, adopted, and ratified in all respects, and the entry into the Agreement by the Corporation and the consummation of the transactions contemplated thereby are hereby authorized, approved, and ratified.

1.2 Authorization to Execute. RESOLVED, that each of Gerald R. Whitmore, Chief Executive Officer of the Corporation, and Patricia Nakamura, General Counsel and Corporate Secretary of the Corporation, be, and each of them hereby is, individually authorized, empowered, and directed, in the name and on behalf of the Corporation, to execute and deliver the Agreement, together with any and all exhibits, schedules, annexes, and ancillary documents and instruments contemplated thereby or related thereto, with authority to make such non-material modifications, additions, or deletions to the Agreement as such officer executing the same may deem necessary, appropriate, or advisable in such officer's sole discretion, the execution and delivery thereof by such officer to constitute conclusive evidence of such officer's approval of any such modifications, additions, or deletions.

1.3 Anticipated Execution Date. RESOLVED, that the officers of the Corporation are hereby authorized and directed to execute and deliver the Agreement on or about March 10, 2023, or on such other date as may be mutually agreed upon by the parties thereto, as the officers of the Corporation may determine to be appropriate under the circumstances.

SECTION 2: APPROVAL OF EXPENSE REIMBURSEMENT

2.1 Reimbursement Authorization. RESOLVED, that the Corporation's obligation under the Agreement to reimburse Pinnacle Harbor Capital Partners, LP for its documented and reasonable out-of-pocket legal fees and expenses incurred in connection with the Activist Campaign and the negotiation, preparation, and execution of the Agreement, in an amount not to exceed a maximum aggregate cap of Seven Hundred Fifty Thousand Dollars ($750,000), be, and the same hereby is, approved and authorized in all respects; and further RESOLVED, that Raymond Choi, Chief Financial Officer of the Corporation, be, and he hereby is, authorized and directed to process and cause to be paid such reimbursement amounts upon receipt from Pinnacle Harbor Capital Partners, LP of reasonable documentation evidencing the legal fees and expenses for which reimbursement is sought, including invoices from Hargrove Sloane & Birch LLP or such other counsel as may have been engaged by Pinnacle Harbor, subject to the aggregate cap set forth above, and in accordance with such procedures and verification requirements as the Chief Financial Officer may reasonably establish.

SECTION 3: APPOINTMENT OF FRANKLIN CHU TO THE BOARD OF DIRECTORS

3.1 Expansion of Board Size. RESOLVED, that effective as of April 1, 2023, the authorized number of directors constituting the Board of Directors of the Corporation be, and hereby is, increased from nine (9) to ten (10) directors, pursuant to the authority granted to the Board under Article [●] of the Corporation's Amended and Restated Certificate of Incorporation and Article III of the Amended and Restated Bylaws, which authorize the Board to fix the number of directors from time to time by resolution adopted by a majority of the entire Board then in office.

3.2 Appointment of Franklin Chu. RESOLVED, that Franklin Chu be, and he hereby is, appointed as a director of the Corporation, effective as of April 1, 2023, to fill the vacancy on the Board created by the expansion of the Board authorized in Resolution 3.1 above, and Mr. Chu shall serve as a director of the Corporation until the Corporation's 2025 Annual Meeting of Stockholders and until his successor shall have been duly elected and qualified, or until his earlier death, resignation, or removal in accordance with the Corporation's Certificate of Incorporation, Bylaws, and applicable law; and further RESOLVED, that the Board has determined, based upon the information presented to the Board, including questionnaires completed by Mr. Chu and background screening results, that Mr. Chu qualifies as an "independent director" within the meaning of Nasdaq Listing Rule 5605(a)(2) and the applicable rules and regulations of the SEC, including Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and that Mr. Chu does not have any material relationship with the Corporation that would impair his independence.

3.3 Committee Assignments. RESOLVED, that the specific committee assignments of Mr. Chu, including any assignment to the Audit Committee, Compensation Committee, Governance Committee, or any other standing or special committee of the Board, shall be determined by the Governance Committee of the Board (Diane K. Sheridan, Chair) in due course following Mr. Chu's appointment to the Board and completion of applicable onboarding procedures, including the completion of any gaming regulatory licensing applications, background investigations, and approvals required under the gaming laws and regulations of the jurisdictions in which the Corporation and its subsidiaries hold gaming licenses, and the Governance Committee is hereby authorized to make such committee assignments as it deems appropriate in its discretion, consistent with the applicable committee charters, Nasdaq listing rules, and SEC regulations.

SECTION 4: STRATEGIC REVIEW OF INTERACTIVE GAMING DIVISION

4.1 Authorization of Strategic Review. RESOLVED, that the Board hereby authorizes and directs management of the Corporation to conduct a comprehensive internal review of the strategic alternatives reasonably available with respect to the Corporation's interactive gaming division (the "Interactive Gaming Division"), including, without limitation, (i) continued organic growth and investment in the Interactive Gaming Division, (ii) a potential sale, disposition, or divestiture of all or a portion of the Interactive Gaming Division, (iii) a spin-off or split-off of the Interactive Gaming Division into a separate publicly traded company, (iv) the formation of a joint venture or strategic partnership involving the Interactive Gaming Division, and (v) such other strategic transactions or alternatives as management and its advisors may identify and deem appropriate for evaluation (collectively, the "Strategic Review"); and the Board notes, for informational purposes, that the Interactive Gaming Division generated revenue of approximately Four Hundred Twelve Million Dollars ($412,000,000) in the Corporation's fiscal year ended December 31, 2021, representing approximately 14.4% of the Corporation's total consolidated revenue of approximately Two Billion Eight Hundred Seventy Million Dollars ($2,870,000,000) for that period.

4.2 Review Timeline and Reporting. RESOLVED, that the Strategic Review shall be completed within one hundred twenty (120) days following the date of execution of the Agreement (i.e., by July 8, 2023, assuming execution of the Agreement on March 10, 2023), and management shall deliver to the Board a summary report setting forth the findings, conclusions, and, if applicable, recommendations resulting from the Strategic Review promptly upon completion thereof; and the Board notes and confirms that the Agreement does not obligate the Corporation to share the conclusions, findings, or recommendations of the Strategic Review with Pinnacle Harbor or any of the other Pinnacle Harbor Parties, nor does the Agreement obligate the Corporation to take any particular action, or refrain from taking any action, as a result of the Strategic Review, the determination of any strategic actions to be undertaken with respect to the Interactive Gaming Division remaining solely within the authority and discretion of the Board.

4.3 Engagement of Advisors for Strategic Review. RESOLVED, that management of the Corporation is hereby authorized to engage such financial, legal, regulatory, and other professional advisors as may be reasonably necessary or advisable to support the conduct and completion of the Strategic Review, including, without limitation, Calloway Pinnacle Trust Bank in its capacity as financial advisor to the Corporation, and such other investment banks, consulting firms, legal counsel, or other advisors as management may deem appropriate in its discretion, subject to budget parameters and fee arrangements to be reviewed and approved by the Special Committee or the full Board, as applicable, prior to the commencement of any material new engagement; and management is further directed to keep the Board reasonably informed of the progress of the Strategic Review through periodic updates at regularly scheduled Board meetings or such special meetings or written communications as may be appropriate.

SECTION 5: JOINT PRESS RELEASE AND PUBLIC DISCLOSURE

5.1 Approval of Joint Press Release. RESOLVED, that the issuance of a joint press release by the Corporation and Pinnacle Harbor Capital Partners, LP, announcing the entry into the Agreement, the appointment of Franklin Chu to the Board, the withdrawal of Pinnacle Harbor's director nominations, and such other matters as may be contemplated by the Agreement or as the officers of the Corporation may deem appropriate, in substantially the form presented to the Board (the "Press Release"), with such modifications, revisions, or supplements thereto as the officers of the Corporation shall approve, be, and the same hereby is, approved and authorized; and the Press Release is anticipated to be issued on or about March 13, 2023, in coordination with Harlan Ridge Communications, LLC (Philip Navarette, Partner), in accordance with the Corporation's public disclosure policies and the terms of the Agreement regarding joint communications.

5.2 SEC Filings. RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized and directed to prepare, execute, and file, or cause to be prepared, executed, and filed, with the SEC a Current Report on Form 8-K (the "Form 8-K") reporting the entry into the Agreement, the appointment of Franklin Chu to the Board, the withdrawal of Pinnacle Harbor's director nominations, and such other information as may be required to be disclosed or as the officers of the Corporation may deem advisable, and to make such other filings, amendments, supplements, and disclosures with the SEC, Nasdaq, and any other governmental or regulatory authority as may be required by applicable law, rule, or regulation, including, without limitation, filings required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and the officers are authorized to include the Agreement (or a summary thereof) as an exhibit to the Form 8-K and to take all actions necessary to ensure the timely filing of such report within the time periods prescribed by applicable SEC rules.

SECTION 6: WITHDRAWAL OF NOMINATIONS AND ANNUAL MEETING

6.1 Acknowledgment of Nomination Withdrawal. RESOLVED, that the Board hereby acknowledges and notes that, upon the execution and delivery of the Agreement, Pinnacle Harbor Capital Partners, LP will formally withdraw its nominations of Dr. Sandra Trevelyan and Hugh Desmond Grayson for election to the Board at the Corporation's 2023 Annual Meeting of Stockholders, in accordance with the terms and conditions of the Agreement, and the Corporate Secretary of the Corporation, Patricia Nakamura, is hereby directed to update the Corporation's corporate records, nomination files, and proxy materials accordingly upon receipt of such written withdrawal, and to take all actions necessary to reflect such withdrawal in the Corporation's filings with the SEC and communications with stockholders.

6.2 2023 Annual Meeting. RESOLVED, that the Corporation's 2023 Annual Meeting of Stockholders (the "2023 Annual Meeting") shall proceed as an uncontested election of directors, with the management slate of director nominees to be presented to the stockholders for their vote, which management slate shall include Franklin Chu (following his appointment to the Board effective April 1, 2023), subject to the Governance Committee's finalization and recommendation of the complete director slate in accordance with the Governance Committee's charter and the Corporation's director nomination policies and procedures; and the Board directs the Corporate Secretary to coordinate with Whitfield Morrow Partners, LLC, Calderwood & Harkness LLP, and the Corporation's transfer agent regarding the preparation and distribution of definitive proxy materials for the 2023 Annual Meeting.

SECTION 7: D&O INSURANCE AND INDEMNIFICATION

7.1 D&O Coverage Confirmation. RESOLVED, that the Board hereby notes and acknowledges the prior submission, on November 16, 2022, of a notice of circumstances to the Corporation's directors' and officers' liability insurance carriers, specifically: (i) Northbridge Indemnity Company, under policy number NBI-DOP-1025-00008 (providing primary coverage with a limit of liability of Fifteen Million Dollars ($15,000,000) and a retention of Five Hundred Thousand Dollars ($500,000)), and (ii) Creston National Insurance Co., under policy number CNI-XS-2022-31004 (providing excess coverage in the amount of Ten Million Dollars ($10,000,000) in excess of the Fifteen Million Dollar ($15,000,000) primary limit), such notices having been coordinated through the Corporation's insurance broker, Glenmore Caulfield Insurance Brokers, Inc. (Sarah Voss, Senior Vice President); and the Board hereby directs the General Counsel, Patricia Nakamura, and the Chief Financial Officer, Raymond Choi, to continue to coordinate with the D&O carriers and broker regarding coverage for defense costs, settlement costs, and other insured amounts incurred by the Corporation and its directors and officers in connection with the Activist Campaign, the negotiation and execution of the Agreement, and any related matters, and to provide such updates to the Board regarding D&O coverage matters as may be appropriate from time to time.

SECTION 8: GENERAL AUTHORIZATIONS

8.1 Officer Authority. RESOLVED, that each of Gerald R. Whitmore, Chief Executive Officer, Patricia Nakamura, General Counsel and Corporate Secretary, and Raymond Choi, Chief Financial Officer, be, and each of them hereby is, individually authorized, empowered, and directed to take or cause to be taken all such further actions, steps, and measures, and to execute and deliver or cause to be executed and delivered all such further agreements, instruments, documents, certificates, consents, filings, notices, letters, and communications, in the name and on behalf of the Corporation, under the seal of the Corporation or otherwise, as any such officer may in his or her sole discretion deem necessary, appropriate, desirable, or advisable to carry out fully the purposes, intent, and objectives of the foregoing resolutions, the taking of any such action or the execution and delivery of any such agreement, instrument, document, certificate, or filing by any such officer to be conclusive evidence of such officer's determination that such action, agreement, instrument, document, certificate, or filing is necessary, appropriate, or advisable for such purposes.

8.2 Ratification. RESOLVED, that any and all actions heretofore taken by any officer or director of the Corporation, or by any employee, agent, or representative of the Corporation acting at the direction of any such officer or director, in connection with the matters contemplated by, referred to in, or related to the foregoing resolutions, including, without limitation, actions taken in connection with the engagement of advisors, the negotiation of the Agreement, the identification and vetting of director candidates, the preparation of public filings and press releases, and the submission of notices to D&O insurance carriers, be, and they hereby are, ratified, confirmed, approved, and adopted in all respects as the valid and authorized acts and deeds of the Corporation.

8.3 Retention of Outside Counsel. RESOLVED, that the continued engagement of Calderwood & Harkness LLP (matter number 1033-00003; Douglas Fairchild, Responsible Partner; Angela Fontaine, Billing Partner) as outside legal counsel to the Corporation in connection with the defense against the Activist Campaign, the negotiation, preparation, and execution of the Agreement, the preparation and review of public filings and disclosures, the provision of ongoing legal advice with respect to the Standstill Period and the Corporation's obligations under the Agreement, and any related matters arising therefrom or in connection therewith, be, and the same hereby is, confirmed, approved, and ratified, and the officers of the Corporation are authorized to execute any engagement letters, amendments, or modifications to the terms of such engagement as may be reasonably necessary or appropriate.

[Remainder of this page intentionally left blank. Signature pages follow.]

EXHIBIT REFERENCE

Exhibit A: Cooperation and Standstill Agreement, dated as of March [●], 2023, by and among Redstone Gaming Corp., Pinnacle Harbor Capital Partners, LP, Pinnacle Harbor Capital Management, LLC, and Viktor S. Kessler (substantially final form as presented to the Board on March 9, 2023, to be replaced with the fully executed version upon execution on or about March 10, 2023).

UNANIMOUS WRITTEN CONSENT — SIGNATURE PAGES

This Unanimous Written Consent may be executed in one or more counterparts (including by means of facsimile or portable document format (PDF) signature pages), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Consent shall be filed with the minutes of the proceedings of the Board of Directors of Redstone Gaming Corp. and shall become effective as of the date first set forth above upon execution by all of the directors of the Corporation.

IN WITNESS WHEREOF, the undersigned directors of Redstone Gaming Corp. have executed this Unanimous Written Consent effective as of March 9, 2023.

________________________________________

Diane K. Sheridan Board Chair, Independent Director

Date: March 9, 2023

________________________________________

Gerald R. Whitmore Chief Executive Officer & Director

Date: March 9, 2023

________________________________________

Raymond Choi Chief Financial Officer & Director

Date: March 9, 2023

________________________________________

Dr. Miriam Kaplan Independent Director

Date: March 9, 2023

________________________________________

Theodore "Ted" Barlowe Independent Director

Date: March 9, 2023

________________________________________

Lorraine Fujikawa Independent Director

Date: March 9, 2023

________________________________________

James "Jim" Delacroix Independent Director; Special Committee Chair

Date: March 9, 2023

________________________________________

Carmen Vasquez Independent Director

Date: March 9, 2023

________________________________________

Randall Morse Independent Director

Date: March 9, 2023

CORPORATE SECRETARY'S CERTIFICATE

I, Patricia "Trish" Nakamura, hereby certify that I am the duly appointed General Counsel and Corporate Secretary of Redstone Gaming Corp., a Delaware corporation (the "Corporation"), and that, in such capacity, I have custody of the corporate records, minute books, and seal of the Corporation.

I further certify that the foregoing Resolutions of the Board of Directors of Redstone Gaming Corp. were duly adopted by the unanimous written consent of all nine (9) members of the Board of Directors of the Corporation, effective as of March 9, 2023, in accordance with Section 141(f) of the General Corporation Law of the State of Delaware and Article III of the Amended and Restated Bylaws of the Corporation.

I further certify that, as of the date hereof, the foregoing resolutions have not been rescinded, modified, amended, supplemented, or superseded, and remain in full force and effect as the valid and binding resolutions of the Board of Directors of the Corporation.

I further certify that the Board of Directors of the Corporation, as constituted at the time of the adoption of the foregoing resolutions, consisted of nine (9) directors, and that the written consent evidencing the adoption of the foregoing resolutions was duly executed by all nine (9) directors of the Corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Corporation as of this _ day of March 2023.

________________________________________

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

Date: ________

[Corporate Seal]

RESOLUTIONS OF THE BOARD OF DIRECTORS OF REDSTONE GAMING CORP.
Adopted by Unanimous Written Consent in Lieu of a Special Meeting
March 9, 2023
Pursuant to Section 141(f) of the Delaware General Corporation Law and Article III of the Amended and Restated Bylaws of Redstone Gaming Corp.
The undersigned, being all of the members of the Board of Directors (the "Board") of Redstone Gaming Corp., a Delaware corporation (the "Corporation"), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL") and Article III of the Amended and Restated Bylaws of the Corporation (the "Bylaws"), hereby adopt the following recitals and resolutions by unanimous written consent in lieu of a special meeting of the Board, effective as of March 9, 2023, with the same force and effect as if adopted at a duly convened meeting of the Board at which a quorum was present and acted throughout:
RECITALS
WHEREAS, the Corporation is a corporation duly organized and existing under the laws of the State of Delaware, with its principal executive offices located at 8700 Las Vegas Boulevard South, Suite 2200, Las Vegas, Nevada 89123, and its shares of common stock, par value $0.01 per share (the "Common Stock"), are listed on the Nasdaq Global Select Market under the ticker symbol "RGC," and the Corporation's Amended and Restated Certificate of Incorporation is on file with the Secretary of State of the State of Delaware under file number 5734821 (the "Certificate of Incorporation"); and
WHEREAS, the Board has been informed and is aware that Pinnacle Harbor Capital Partners, LP, a Delaware limited partnership ("Pinnacle Harbor"), has accumulated a position of approximately 6.8% of the Corporation's outstanding shares of Common Stock, representing approximately 7,119,600 shares out of approximately 104,700,000 shares of Common Stock outstanding as of the most recent practicable date, and that Pinnacle Harbor filed a preliminary Schedule 13D with the United States Securities and Exchange Commission (the "SEC") on November 10, 2022, disclosing its ownership of such shares and its activist intentions with respect to the Corporation, including, among other things, (1) the appointment of two board nominees, specifically Dr. Sandra Trevelyan and Hugh Desmond Grayson, to serve on the Board, (2) a comprehensive strategic review of the Corporation's interactive gaming division, and (3) the return of approximately $300 million to stockholders through share repurchases, special dividends, or a combination thereof; and the Board further notes that Pinnacle Harbor published a public open letter to the Board and stockholders of the Corporation, dated November 30, 2022, reiterating these demands and criticizing certain aspects of the Corporation's capital allocation strategy and corporate governance practices (collectively, the "Activist Campaign"); and
WHEREAS, on November 14, 2022, the Board held an emergency meeting, duly noticed and convened, at which a quorum was present, and at such meeting the Board formed a special committee (the "Special Committee") composed of three independent directors of the Corporation — James Delacroix, serving as Chair, Carmen Vasquez, and Randall Morse — and delegated to the Special Committee the authority to oversee and direct the Board's response to the Activist Campaign, including the authority to engage advisors and to negotiate on behalf of the Corporation; and in connection therewith, the Board authorized the engagement of the following advisors: (i) Calderwood & Harkness LLP ("Calderwood & Harkness") as outside legal counsel to the Corporation (engagement opened November 15, 2022; matter number 1033-00003; Douglas Fairchild, Responsible Partner; Angela Fontaine, Billing Partner), (ii) Calloway Pinnacle Trust Bank ("Calloway Wainwright") as financial advisor to the Corporation (Thomas V. Ashford, Managing Director, serving as lead engagement partner), (iii) Whitfield Morrow Partners, LLC ("Whitfield Morrow") as proxy solicitor (Denise Cavanaugh, Senior Vice President, serving as lead contact), and (iv) Harlan Ridge Communications, LLC ("Harlan Ridge") as investor relations and strategic communications advisor (Philip Navarette, Partner, serving as lead contact); and
WHEREAS, counsel to Pinnacle Harbor, the law firm of Hargrove Sloane & Birch LLP ("Hargrove Sloane"), submitted a formal notice of intent to nominate directors to the Board on December 8, 2022, and thereafter submitted a timely and complete nomination notice, which was received by the Corporation on January 9, 2023, within the advance-notice window established by Article II, Section 2.11 of the Bylaws (such window having opened on December 12, 2022 and closing on January 11, 2023), nominating Dr. Sandra Trevelyan and Hugh Desmond Grayson for election to the Board at the Corporation's 2023 Annual Meeting of Stockholders; and the Board further notes that, at a meeting held on December 19, 2022, the Board considered the adoption of a limited-duration stockholder rights plan (commonly referred to as a "poison pill") as a defensive measure and, following careful deliberation and consultation with Calderwood & Harkness and Calloway Wainwright, declined to adopt such a plan at that time, determining that the adoption of a rights plan was not, at that juncture, in the best interests of the Corporation and its stockholders; and
WHEREAS, on January 20, 2023, the Special Committee authorized direct engagement with Pinnacle Harbor and its representatives to explore whether a negotiated resolution of the Activist Campaign could be achieved on terms acceptable to the Corporation; and settlement discussions were thereafter conducted between the parties' principals and their respective legal counsel on January 30, 2023, February 14, 2023, and March 3, 2023, during which the parties discussed the scope and terms of a potential cooperation and standstill arrangement; and a non-binding framework term sheet setting forth the general parameters of a proposed settlement was exchanged between the parties on February 14, 2023; and Calderwood & Harkness circulated an initial draft of a proposed Cooperation and Standstill Agreement on February 22, 2023, which was thereafter negotiated with Hargrove Sloane through multiple rounds of revisions and mark-ups, culminating in a substantially final form of the agreement that has been presented to the Board for its review and approval; and
WHEREAS, the Special Committee, having carefully considered the advice of Calderwood & Harkness and Calloway Wainwright, and having reviewed the substantially final form of the proposed Cooperation and Standstill Agreement (as defined below), has unanimously recommended to the full Board that it approve the execution and delivery of such agreement and the transactions contemplated thereby, the Special Committee having determined that the terms and conditions set forth in the Cooperation and Standstill Agreement are fair, reasonable, and in the best interests of the Corporation and all of its stockholders, taking into account, among other factors, the costs, uncertainties, and distractions associated with a contested proxy solicitation at the Corporation's 2023 Annual Meeting of Stockholders, the potential disruption to the Corporation's business operations, and the benefits of the cooperative arrangements set forth in the agreement; and
WHEREAS, the Board has been presented with and has reviewed the proposed Cooperation and Standstill Agreement (the "Agreement"), to be entered into by and among Redstone Gaming Corp., Pinnacle Harbor Capital Partners, LP, Pinnacle Harbor Capital Management, LLC (the general partner of Pinnacle Harbor Capital Partners, LP), and Viktor S. Kessler (the managing member of Pinnacle Harbor Capital Management, LLC) (Pinnacle Harbor Capital Partners, LP, Pinnacle Harbor Capital Management, LLC, and Viktor S. Kessler, collectively, the "Pinnacle Harbor Parties"), a copy of which in substantially final form is attached hereto as Exhibit A, and each director has had a reasonable opportunity to review and consider such agreement and to consult with counsel; and the Agreement is to be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts-of-law principles; and
WHEREAS, the Board has reviewed and is familiar with the material terms and conditions of the Agreement, which include, among other things: (i) an eighteen (18)-month standstill period commencing upon execution of the Agreement (anticipated to be on or about March 10, 2023, and expiring on or about September 10, 2024) (the "Standstill Period"), during which the Pinnacle Harbor Parties will refrain from, among other things, acquiring beneficial ownership of shares of Common Stock in excess of 9.9% of the outstanding shares of Common Stock; (ii) a 9.9% ownership cap applicable to the Pinnacle Harbor Parties during the Standstill Period; (iii) the appointment of one (1) mutually agreed independent director — Franklin Chu, age 52, formerly the Chief Executive Officer of Prism Digital Entertainment, LLC — to the Board, effective April 1, 2023, to serve until the Corporation's 2025 Annual Meeting of Stockholders and until his successor is duly elected and qualified or until his earlier death, resignation, or removal; (iv) a 120-day internal strategic review of the Corporation's interactive gaming division, to be completed by July 8, 2023 (assuming execution of the Agreement on March 10, 2023); (v) the agreement of the Pinnacle Harbor Parties to vote all shares of Common Stock beneficially owned by them in favor of the Corporation's management-recommended director nominees and in accordance with the Board's recommendations on all other matters submitted to a vote of stockholders during the Standstill Period; (vi) the withdrawal by Pinnacle Harbor Capital Partners, LP of all director nominations previously submitted, including the nominations of Dr. Sandra Trevelyan and Hugh Desmond Grayson, and the agreement not to solicit proxies, consents, or voting instructions during the Standstill Period; (vii) mutual non-disparagement provisions binding on both the Corporation and the Pinnacle Harbor Parties; (viii) the Corporation's agreement to reimburse Pinnacle Harbor Capital Partners, LP for its documented legal expenses incurred in connection with the Activist Campaign and the negotiation of the Agreement, up to a maximum aggregate cap of Seven Hundred Fifty Thousand Dollars ($750,000); and (ix) termination triggers, including (a) a material breach by either party that remains uncured for fifteen (15) business days after written notice thereof, (b) a change-of-control of the Corporation (as defined in the Agreement), and (c) Pinnacle Harbor's beneficial ownership of Common Stock falling below 3.5% of the outstanding shares; and
WHEREAS, the Board has been informed that Franklin Chu was identified from a pool of three (3) candidates through a collaborative process conducted by a joint committee consisting of representatives of both the Corporation and Pinnacle Harbor, and that Mr. Chu is neither a nominee of Pinnacle Harbor nor a current insider, officer, employee, or affiliate of the Corporation; and Mr. Chu served as the Chief Executive Officer of Prism Digital Entertainment, LLC, a leading provider of interactive and digital entertainment content, from 2014 through 2021, and the Board has reviewed background information relating to Mr. Chu's qualifications and has determined, based on the information provided, that Mr. Chu satisfies the independence requirements applicable to directors under Nasdaq Listing Rule 5605(a)(2) and applicable rules and regulations of the SEC;
NOW, THEREFORE, the Board hereby adopts the following resolutions:
SECTION 1: APPROVAL OF THE COOPERATION AND STANDSTILL AGREEMENT
1.1 Approval of Agreement. RESOLVED, that the Cooperation and Standstill Agreement by and among Redstone Gaming Corp., Pinnacle Harbor Capital Partners, LP, Pinnacle Harbor Capital Management, LLC, and Viktor S. Kessler, in substantially the form presented to the Board and attached hereto as Exhibit A (the "Agreement"), together with such changes, modifications, amendments, or supplements thereto as the officers of the Corporation executing the same shall approve (such approval to be conclusively evidenced by their execution and delivery thereof), be, and the same hereby is, approved, adopted, and ratified in all respects, and the entry into the Agreement by the Corporation and the consummation of the transactions contemplated thereby are hereby authorized, approved, and ratified.
1.2 Authorization to Execute. RESOLVED, that each of Gerald R. Whitmore, Chief Executive Officer of the Corporation, and Patricia Nakamura, General Counsel and Corporate Secretary of the Corporation, be, and each of them hereby is, individually authorized, empowered, and directed, in the name and on behalf of the Corporation, to execute and deliver the Agreement, together with any and all exhibits, schedules, annexes, and ancillary documents and instruments contemplated thereby or related thereto, with authority to make such non-material modifications, additions, or deletions to the Agreement as such officer executing the same may deem necessary, appropriate, or advisable in such officer's sole discretion, the execution and delivery thereof by such officer to constitute conclusive evidence of such officer's approval of any such modifications, additions, or deletions.
1.3 Anticipated Execution Date. RESOLVED, that the officers of the Corporation are hereby authorized and directed to execute and deliver the Agreement on or about March 10, 2023, or on such other date as may be mutually agreed upon by the parties thereto, as the officers of the Corporation may determine to be appropriate under the circumstances.
SECTION 2: APPROVAL OF EXPENSE REIMBURSEMENT
2.1 Reimbursement Authorization. RESOLVED, that the Corporation's obligation under the Agreement to reimburse Pinnacle Harbor Capital Partners, LP for its documented and reasonable out-of-pocket legal fees and expenses incurred in connection with the Activist Campaign and the negotiation, preparation, and execution of the Agreement, in an amount not to exceed a maximum aggregate cap of Seven Hundred Fifty Thousand Dollars ($750,000), be, and the same hereby is, approved and authorized in all respects; and further RESOLVED, that Raymond Choi, Chief Financial Officer of the Corporation, be, and he hereby is, authorized and directed to process and cause to be paid such reimbursement amounts upon receipt from Pinnacle Harbor Capital Partners, LP of reasonable documentation evidencing the legal fees and expenses for which reimbursement is sought, including invoices from Hargrove Sloane & Birch LLP or such other counsel as may have been engaged by Pinnacle Harbor, subject to the aggregate cap set forth above, and in accordance with such procedures and verification requirements as the Chief Financial Officer may reasonably establish.
SECTION 3: APPOINTMENT OF FRANKLIN CHU TO THE BOARD OF DIRECTORS
3.1 Expansion of Board Size. RESOLVED, that effective as of April 1, 2023, the authorized number of directors constituting the Board of Directors of the Corporation be, and hereby is, increased from nine (9) to ten (10) directors, pursuant to the authority granted to the Board under Article [●] of the Corporation's Amended and Restated Certificate of Incorporation and Article III of the Amended and Restated Bylaws, which authorize the Board to fix the number of directors from time to time by resolution adopted by a majority of the entire Board then in office.
3.2 Appointment of Franklin Chu. RESOLVED, that Franklin Chu be, and he hereby is, appointed as a director of the Corporation, effective as of April 1, 2023, to fill the vacancy on the Board created by the expansion of the Board authorized in Resolution 3.1 above, and Mr. Chu shall serve as a director of the Corporation until the Corporation's 2025 Annual Meeting of Stockholders and until his successor shall have been duly elected and qualified, or until his earlier death, resignation, or removal in accordance with the Corporation's Certificate of Incorporation, Bylaws, and applicable law; and further RESOLVED, that the Board has determined, based upon the information presented to the Board, including questionnaires completed by Mr. Chu and background screening results, that Mr. Chu qualifies as an "independent director" within the meaning of Nasdaq Listing Rule 5605(a)(2) and the applicable rules and regulations of the SEC, including Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and that Mr. Chu does not have any material relationship with the Corporation that would impair his independence.
3.3 Committee Assignments. RESOLVED, that the specific committee assignments of Mr. Chu, including any assignment to the Audit Committee, Compensation Committee, Governance Committee, or any other standing or special committee of the Board, shall be determined by the Governance Committee of the Board (Diane K. Sheridan, Chair) in due course following Mr. Chu's appointment to the Board and completion of applicable onboarding procedures, including the completion of any gaming regulatory licensing applications, background investigations, and approvals required under the gaming laws and regulations of the jurisdictions in which the Corporation and its subsidiaries hold gaming licenses, and the Governance Committee is hereby authorized to make such committee assignments as it deems appropriate in its discretion, consistent with the applicable committee charters, Nasdaq listing rules, and SEC regulations.
SECTION 4: STRATEGIC REVIEW OF INTERACTIVE GAMING DIVISION
4.1 Authorization of Strategic Review. RESOLVED, that the Board hereby authorizes and directs management of the Corporation to conduct a comprehensive internal review of the strategic alternatives reasonably available with respect to the Corporation's interactive gaming division (the "Interactive Gaming Division"), including, without limitation, (i) continued organic growth and investment in the Interactive Gaming Division, (ii) a potential sale, disposition, or divestiture of all or a portion of the Interactive Gaming Division, (iii) a spin-off or split-off of the Interactive Gaming Division into a separate publicly traded company, (iv) the formation of a joint venture or strategic partnership involving the Interactive Gaming Division, and (v) such other strategic transactions or alternatives as management and its advisors may identify and deem appropriate for evaluation (collectively, the "Strategic Review"); and the Board notes, for informational purposes, that the Interactive Gaming Division generated revenue of approximately Four Hundred Twelve Million Dollars ($412,000,000) in the Corporation's fiscal year ended December 31, 2021, representing approximately 14.4% of the Corporation's total consolidated revenue of approximately Two Billion Eight Hundred Seventy Million Dollars ($2,870,000,000) for that period.
4.2 Review Timeline and Reporting. RESOLVED, that the Strategic Review shall be completed within one hundred twenty (120) days following the date of execution of the Agreement (i.e., by July 8, 2023, assuming execution of the Agreement on March 10, 2023), and management shall deliver to the Board a summary report setting forth the findings, conclusions, and, if applicable, recommendations resulting from the Strategic Review promptly upon completion thereof; and the Board notes and confirms that the Agreement does not obligate the Corporation to share the conclusions, findings, or recommendations of the Strategic Review with Pinnacle Harbor or any of the other Pinnacle Harbor Parties, nor does the Agreement obligate the Corporation to take any particular action, or refrain from taking any action, as a result of the Strategic Review, the determination of any strategic actions to be undertaken with respect to the Interactive Gaming Division remaining solely within the authority and discretion of the Board.
4.3 Engagement of Advisors for Strategic Review. RESOLVED, that management of the Corporation is hereby authorized to engage such financial, legal, regulatory, and other professional advisors as may be reasonably necessary or advisable to support the conduct and completion of the Strategic Review, including, without limitation, Calloway Pinnacle Trust Bank in its capacity as financial advisor to the Corporation, and such other investment banks, consulting firms, legal counsel, or other advisors as management may deem appropriate in its discretion, subject to budget parameters and fee arrangements to be reviewed and approved by the Special Committee or the full Board, as applicable, prior to the commencement of any material new engagement; and management is further directed to keep the Board reasonably informed of the progress of the Strategic Review through periodic updates at regularly scheduled Board meetings or such special meetings or written communications as may be appropriate.
SECTION 5: JOINT PRESS RELEASE AND PUBLIC DISCLOSURE
5.1 Approval of Joint Press Release. RESOLVED, that the issuance of a joint press release by the Corporation and Pinnacle Harbor Capital Partners, LP, announcing the entry into the Agreement, the appointment of Franklin Chu to the Board, the withdrawal of Pinnacle Harbor's director nominations, and such other matters as may be contemplated by the Agreement or as the officers of the Corporation may deem appropriate, in substantially the form presented to the Board (the "Press Release"), with such modifications, revisions, or supplements thereto as the officers of the Corporation shall approve, be, and the same hereby is, approved and authorized; and the Press Release is anticipated to be issued on or about March 13, 2023, in coordination with Harlan Ridge Communications, LLC (Philip Navarette, Partner), in accordance with the Corporation's public disclosure policies and the terms of the Agreement regarding joint communications.
5.2 SEC Filings. RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized and directed to prepare, execute, and file, or cause to be prepared, executed, and filed, with the SEC a Current Report on Form 8-K (the "Form 8-K") reporting the entry into the Agreement, the appointment of Franklin Chu to the Board, the withdrawal of Pinnacle Harbor's director nominations, and such other information as may be required to be disclosed or as the officers of the Corporation may deem advisable, and to make such other filings, amendments, supplements, and disclosures with the SEC, Nasdaq, and any other governmental or regulatory authority as may be required by applicable law, rule, or regulation, including, without limitation, filings required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and the officers are authorized to include the Agreement (or a summary thereof) as an exhibit to the Form 8-K and to take all actions necessary to ensure the timely filing of such report within the time periods prescribed by applicable SEC rules.
SECTION 6: WITHDRAWAL OF NOMINATIONS AND ANNUAL MEETING
6.1 Acknowledgment of Nomination Withdrawal. RESOLVED, that the Board hereby acknowledges and notes that, upon the execution and delivery of the Agreement, Pinnacle Harbor Capital Partners, LP will formally withdraw its nominations of Dr. Sandra Trevelyan and Hugh Desmond Grayson for election to the Board at the Corporation's 2023 Annual Meeting of Stockholders, in accordance with the terms and conditions of the Agreement, and the Corporate Secretary of the Corporation, Patricia Nakamura, is hereby directed to update the Corporation's corporate records, nomination files, and proxy materials accordingly upon receipt of such written withdrawal, and to take all actions necessary to reflect such withdrawal in the Corporation's filings with the SEC and communications with stockholders.
6.2 2023 Annual Meeting. RESOLVED, that the Corporation's 2023 Annual Meeting of Stockholders (the "2023 Annual Meeting") shall proceed as an uncontested election of directors, with the management slate of director nominees to be presented to the stockholders for their vote, which management slate shall include Franklin Chu (following his appointment to the Board effective April 1, 2023), subject to the Governance Committee's finalization and recommendation of the complete director slate in accordance with the Governance Committee's charter and the Corporation's director nomination policies and procedures; and the Board directs the Corporate Secretary to coordinate with Whitfield Morrow Partners, LLC, Calderwood & Harkness LLP, and the Corporation's transfer agent regarding the preparation and distribution of definitive proxy materials for the 2023 Annual Meeting.
SECTION 7: D&O INSURANCE AND INDEMNIFICATION
7.1 D&O Coverage Confirmation. RESOLVED, that the Board hereby notes and acknowledges the prior submission, on November 16, 2022, of a notice of circumstances to the Corporation's directors' and officers' liability insurance carriers, specifically: (i) Northbridge Indemnity Company, under policy number NBI-DOP-1025-00008 (providing primary coverage with a limit of liability of Fifteen Million Dollars ($15,000,000) and a retention of Five Hundred Thousand Dollars ($500,000)), and (ii) Creston National Insurance Co., under policy number CNI-XS-2022-31004 (providing excess coverage in the amount of Ten Million Dollars ($10,000,000) in excess of the Fifteen Million Dollar ($15,000,000) primary limit), such notices having been coordinated through the Corporation's insurance broker, Glenmore Caulfield Insurance Brokers, Inc. (Sarah Voss, Senior Vice President); and the Board hereby directs the General Counsel, Patricia Nakamura, and the Chief Financial Officer, Raymond Choi, to continue to coordinate with the D&O carriers and broker regarding coverage for defense costs, settlement costs, and other insured amounts incurred by the Corporation and its directors and officers in connection with the Activist Campaign, the negotiation and execution of the Agreement, and any related matters, and to provide such updates to the Board regarding D&O coverage matters as may be appropriate from time to time.
SECTION 8: GENERAL AUTHORIZATIONS
8.1 Officer Authority. RESOLVED, that each of Gerald R. Whitmore, Chief Executive Officer, Patricia Nakamura, General Counsel and Corporate Secretary, and Raymond Choi, Chief Financial Officer, be, and each of them hereby is, individually authorized, empowered, and directed to take or cause to be taken all such further actions, steps, and measures, and to execute and deliver or cause to be executed and delivered all such further agreements, instruments, documents, certificates, consents, filings, notices, letters, and communications, in the name and on behalf of the Corporation, under the seal of the Corporation or otherwise, as any such officer may in his or her sole discretion deem necessary, appropriate, desirable, or advisable to carry out fully the purposes, intent, and objectives of the foregoing resolutions, the taking of any such action or the execution and delivery of any such agreement, instrument, document, certificate, or filing by any such officer to be conclusive evidence of such officer's determination that such action, agreement, instrument, document, certificate, or filing is necessary, appropriate, or advisable for such purposes.
8.2 Ratification. RESOLVED, that any and all actions heretofore taken by any officer or director of the Corporation, or by any employee, agent, or representative of the Corporation acting at the direction of any such officer or director, in connection with the matters contemplated by, referred to in, or related to the foregoing resolutions, including, without limitation, actions taken in connection with the engagement of advisors, the negotiation of the Agreement, the identification and vetting of director candidates, the preparation of public filings and press releases, and the submission of notices to D&O insurance carriers, be, and they hereby are, ratified, confirmed, approved, and adopted in all respects as the valid and authorized acts and deeds of the Corporation.
8.3 Retention of Outside Counsel. RESOLVED, that the continued engagement of Calderwood & Harkness LLP (matter number 1033-00003; Douglas Fairchild, Responsible Partner; Angela Fontaine, Billing Partner) as outside legal counsel to the Corporation in connection with the defense against the Activist Campaign, the negotiation, preparation, and execution of the Agreement, the preparation and review of public filings and disclosures, the provision of ongoing legal advice with respect to the Standstill Period and the Corporation's obligations under the Agreement, and any related matters arising therefrom or in connection therewith, be, and the same hereby is, confirmed, approved, and ratified, and the officers of the Corporation are authorized to execute any engagement letters, amendments, or modifications to the terms of such engagement as may be reasonably necessary or appropriate.
[Remainder of this page intentionally left blank. Signature pages follow.]
EXHIBIT REFERENCE
Exhibit A: Cooperation and Standstill Agreement, dated as of March [●], 2023, by and among Redstone Gaming Corp., Pinnacle Harbor Capital Partners, LP, Pinnacle Harbor Capital Management, LLC, and Viktor S. Kessler (substantially final form as presented to the Board on March 9, 2023, to be replaced with the fully executed version upon execution on or about March 10, 2023).
UNANIMOUS WRITTEN CONSENT — SIGNATURE PAGES
This Unanimous Written Consent may be executed in one or more counterparts (including by means of facsimile or portable document format (PDF) signature pages), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Consent shall be filed with the minutes of the proceedings of the Board of Directors of Redstone Gaming Corp. and shall become effective as of the date first set forth above upon execution by all of the directors of the Corporation.
IN WITNESS WHEREOF, the undersigned directors of Redstone Gaming Corp. have executed this Unanimous Written Consent effective as of March 9, 2023.
________________________________________
Diane K. Sheridan Board Chair, Independent Director
Date: March 9, 2023
________________________________________
Gerald R. Whitmore Chief Executive Officer & Director
Date: March 9, 2023
________________________________________
Raymond Choi Chief Financial Officer & Director
Date: March 9, 2023
________________________________________
Dr. Miriam Kaplan Independent Director
Date: March 9, 2023
________________________________________
Theodore "Ted" Barlowe Independent Director
Date: March 9, 2023
________________________________________
Lorraine Fujikawa Independent Director
Date: March 9, 2023
________________________________________
James "Jim" Delacroix Independent Director; Special Committee Chair
Date: March 9, 2023
________________________________________
Carmen Vasquez Independent Director
Date: March 9, 2023
________________________________________
Randall Morse Independent Director
Date: March 9, 2023
CORPORATE SECRETARY'S CERTIFICATE
I, Patricia "Trish" Nakamura, hereby certify that I am the duly appointed General Counsel and Corporate Secretary of Redstone Gaming Corp., a Delaware corporation (the "Corporation"), and that, in such capacity, I have custody of the corporate records, minute books, and seal of the Corporation.
I further certify that the foregoing Resolutions of the Board of Directors of Redstone Gaming Corp. were duly adopted by the unanimous written consent of all nine (9) members of the Board of Directors of the Corporation, effective as of March 9, 2023, in accordance with Section 141(f) of the General Corporation Law of the State of Delaware and Article III of the Amended and Restated Bylaws of the Corporation.
I further certify that, as of the date hereof, the foregoing resolutions have not been rescinded, modified, amended, supplemented, or superseded, and remain in full force and effect as the valid and binding resolutions of the Board of Directors of the Corporation.
I further certify that the Board of Directors of the Corporation, as constituted at the time of the adoption of the foregoing resolutions, consisted of nine (9) directors, and that the written consent evidencing the adoption of the foregoing resolutions was duly executed by all nine (9) directors of the Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Corporation as of this _ day of March 2023.
________________________________________
Patricia "Trish" Nakamura General Counsel & Corporate Secretary Redstone Gaming Corp.
Date: ________
[Corporate Seal]

RESOLUTIONS OF THE BOARD OF DIRECTORS OF REDSTONE GAMING CORP.

RECITALS

SECTION 1: APPROVAL OF THE COOPERATION AND STANDSTILL AGREEMENT

SECTION 2: APPROVAL OF EXPENSE REIMBURSEMENT

SECTION 3: APPOINTMENT OF FRANKLIN CHU TO THE BOARD OF DIRECTORS

SECTION 4: STRATEGIC REVIEW OF INTERACTIVE GAMING DIVISION

SECTION 5: JOINT PRESS RELEASE AND PUBLIC DISCLOSURE

SECTION 6: WITHDRAWAL OF NOMINATIONS AND ANNUAL MEETING

SECTION 7: D&O INSURANCE AND INDEMNIFICATION

SECTION 8: GENERAL AUTHORIZATIONS

EXHIBIT REFERENCE

CORPORATE SECRETARY'S CERTIFICATE

Record

Parties

Dates

Amounts