1033-00003 · Redstone Gaming Corp · Engagement

conflict-check-memo.docx DOCUMENT M&A / Corporate

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MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — INTERNAL USE ONLY ATTORNEY WORK PRODUCT

FIRM: Calderwood & Harkness LLP

TO: Douglas Fairchild, Engagement Partner Angela Fontaine, Billing Partner

FROM: Claire Dempsey, Lead Associate (Capital Markets Practice Group) Marcus Leung, Associate (Banking & Finance Practice Group) Conflicts & New Business Department

DATE: November 14, 2022

RE: Conflicts Clearance — Proposed Representation of Redstone Gaming Corp. in Defense Against Activist Campaign by Pinnacle Harbor Capital Partners, LP and Related Parties

MATTER NUMBER: 1033-00003

1. Purpose and Summary of Clearance

This memorandum documents the results of the conflicts of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("the Firm" or "Calderwood & Harkness") to represent Redstone Gaming Corp. ("RGC" or the "Client"), a Delaware corporation headquartered in Las Vegas, Nevada (Nasdaq: RGC), in defending against a board-seat campaign initiated by Pinnacle Harbor Capital Partners, LP ("Pinnacle Harbor" or "PHCP"), a Delaware limited partnership. The conflict check encompasses all parties, individuals, and entities reasonably anticipated to be involved in or affected by the proposed engagement, including adverse parties, their counsel and advisors, the Client's officers and directors, the Client's advisors, significant institutional shareholders, and proxy advisory firms.

The conflict check was initiated on November 14, 2022, following the emergency meeting of the RGC Board of Directors convened on the same date, at which the Board resolved to engage outside counsel and advisors in connection with the activist campaign. The Conflicts & New Business Department received the intake request at approximately 9:47 a.m. Eastern Time and commenced the search promptly thereafter. The results set forth below reflect a comprehensive review completed as of 4:15 p.m. Eastern Time on the same date.

Conclusion: The Conflicts & New Business Department has confirmed that Calderwood & Harkness LLP is cleared to act for Redstone Gaming Corp. in this matter. No disqualifying conflicts of interest or material relationships requiring client consent have been identified. Two pre-existing, unrelated client relationships — with Calloway Pinnacle Trust Bank and Northbridge Indemnity Company — have been noted for informational and disclosure purposes, but neither gives rise to a conflict under applicable rules of professional conduct or the Firm's internal conflicts policies. The engagement may proceed, subject to execution of the engagement letter.

2. Proposed Engagement

2.1 Client Information

Client: Redstone Gaming Corp., a Delaware corporation

2.2 Nature of Engagement

The Firm is being engaged to represent RGC in the defense of an activist board-seat campaign by Pinnacle Harbor Capital Partners, LP. The scope of the proposed engagement includes, but is not limited to, the following:

(a) Review and analysis of RGC's governing documents, including its Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, and applicable corporate governance guidelines, policies, and committee charters;

(b) Evaluation of RGC's advance-notice bylaw provisions and their enforceability in connection with director nominations by Pinnacle Harbor;

(c) Analysis of Schedule 13D filings made by Pinnacle Harbor and related persons with the U.S. Securities and Exchange Commission, including assessment of compliance with beneficial ownership reporting requirements under Section 13(d) of the Securities Exchange Act of 1934, as amended;

(d) Development and execution of a proxy contest defense strategy, including preparation of preliminary and definitive proxy materials, coordination with the Client's proxy solicitor, financial advisor, and investor relations advisor, and engagement with institutional shareholders and proxy advisory firms;

(e) Evaluation of potential settlement negotiations with Pinnacle Harbor and its advisors, including analysis of potential board composition compromises, standstill agreements, and related arrangements;

(f) General corporate advisory work related to the foregoing, including advice on Delaware General Corporation Law fiduciary duty considerations, Regulation FD compliance, and gaming regulatory implications of changes in board composition; and

(g) Such additional matters as may arise in connection with the activist campaign and as may be agreed upon between the Firm and the Client.

2.3 Staffing and Office Information

Primary Office: Calderwood & Harkness LLP, 3960 Howard Hughes Parkway, Suite 1400, Las Vegas, NV 89169

Additional Office Involved: Calderwood & Harkness LLP, 1200 Market Street, Suite 3100, Wilmington, DE 19801

The involvement of the Wilmington office is anticipated in connection with Delaware corporate governance analysis, potential litigation in the Delaware Court of Chancery, and review of advance-notice bylaw provisions under the Delaware General Corporation Law.

3. Parties and Individuals Searched

The following sections identify all parties and individuals included in the conflicts search. The search was designed to capture all reasonably foreseeable parties to, or participants in, the proposed engagement, including the Client and its directors, officers, and advisors; the opposing party and its principals, advisors, and nominees; and significant third parties whose involvement is anticipated.

3.1 Client-Side Parties Searched

Redstone Gaming Corp. — the Client. A Delaware corporation engaged in gaming and entertainment, including casino resort operations, interactive and online gaming platforms, and licensed sports wagering. RGC is publicly traded on the Nasdaq Global Select Market under the ticker symbol "RGC."

The following directors and officers of RGC were included in the search:

Each of the foregoing individuals was searched in the Firm's conflicts database by full legal name, known aliases and diminutives, and, where available, date of birth and professional affiliations.

3.2 Adverse / Opposing Parties Searched

Pinnacle Harbor Capital Partners, LP — a Delaware limited partnership; activist hedge fund with a principal office located at 590 Madison Avenue, 34th Floor, New York, NY 10022. EIN: 47-3928154. Pinnacle Harbor manages approximately $4.2 billion in assets under management and pursues an event-driven and activist equity strategy with a particular focus on mid-cap companies in the gaming, hospitality, and consumer-discretionary sectors. The fund was founded in 2014.

Pinnacle Harbor Capital Management, LLC — a Delaware limited liability company that serves as the general partner of PHCP. The entity shares the same principal office address at 590 Madison Avenue, 34th Floor, New York, NY 10022. Both PHCP and PHCM were searched as separate entities.

The following individuals associated with Pinnacle Harbor were included in the search:

3.3 Related Entities and Individuals Searched

Pinnacle Harbor Board Nominees:

Former Employers of Board Nominees:

• Meridian Interactive Holdings, Inc. — a Nevada entity; former employer of Dr. Sandra Trevelyan. Meridian Interactive is an interactive gaming and digital entertainment company.

• Atlas Leisure Group, Inc. — a Delaware entity; former employer of Hugh Desmond Grayson. Atlas Leisure is a diversified hospitality and leisure company.

Opposing Counsel:

• Hargrove Sloane & Birch LLP — a limited liability partnership serving as counsel to Pinnacle Harbor Capital Partners, LP, in connection with the activist campaign. Principal office: 1585 Broadway, 40th Floor, New York, NY 10036.

Opposing Party's Proxy Solicitor:

• Garrison Proxy Advisors, LLC — proxy solicitation firm engaged by Pinnacle Harbor. 17 Ashbury Asset Advisors, Suite 1600, New York, NY 10004.

3.4 Other Third Parties Searched (Client Advisors and Significant Shareholders)

In addition to the parties identified above, the following entities and individuals were included in the conflicts search to ensure comprehensive coverage of all anticipated participants in the engagement:

Client's Financial Advisor / Investment Bank:

• Calloway Pinnacle Trust Bank — 200 Park Avenue, 28th Floor, New York, NY 10166. Lead banker: Thomas V. Ashford, Managing Director, Activism & Corporate Defense Practice.

Client's Proxy Solicitor:

• Whitfield Morrow Partners, LLC — 501 Madison Avenue, 14th Floor, New York, NY 10022. Lead contact: Denise Cavanaugh, Senior Vice President.

Client's Investor Relations Advisor:

• Harlan Ridge Communications, LLC — 712 Fifth Avenue, Suite 900, New York, NY 10019. Lead contact: Philip Navarette, Partner.

Client's Independent Auditor:

• Kettering Marsh & Associates LLP — 725 S. Figueroa Street, Suite 3200, Los Angeles, CA 90017. Lead audit partner: Robert Ogawa.

Client's D&O Insurance Broker and Carriers:

• Glenmore Caulfield Insurance Brokers, Inc. — D&O insurance broker. Contact: Sarah Voss, Senior Vice President.

• Northbridge Indemnity Company — D&O primary carrier.

• Creston National Insurance Co. — D&O first excess carrier.

Client's Transfer Agent:

• Continental Share Services, Inc. — 1 Ashbury Asset Advisors, 30th Floor, New York, NY 10004. Contact: Jason Velmoran, Vice President.

Significant Institutional Shareholders:

Proxy Advisory Firms:

• Centurion Governance Services, Inc. — proxy advisory firm anticipated to issue a recommendation in connection with any contested election.

• Hartley Shareholder Advisory Group, LLC — proxy advisory firm anticipated to issue a recommendation in connection with any contested election.

4. Search Methodology

The conflicts search was conducted in accordance with Calderwood & Harkness's standard conflicts clearance procedures, as set forth in the Firm's Conflicts of Interest Policy (revised January 2022) and the Firm's New Business Intake Manual (revised March 2022). The following methodology was employed:

4.1 Databases Searched. The primary search was conducted using Calderwood & Harkness's proprietary conflicts management system ("C&H Clearance"), which contains records of all current and historical client matters, adverse and related parties, associated individuals, and engagement details across all Firm offices worldwide. The system captures data from all matters opened since the Firm's founding and includes records migrated from predecessor systems during the Firm's 2009 database consolidation. Supplemental searches were conducted in the Firm's financial interest disclosure database, which records equity and debt security holdings reported by all partners and associates pursuant to the Firm's Personal Investment Disclosure Policy.

4.2 Search Parameters. The following search parameters were employed for each party and individual identified in Section 3:

(a) Exact name matches: Full legal entity name and full legal individual name, as applicable;

(b) Alias and short-name searches: Commonly used abbreviations, acronyms, trade names, former names, and diminutives (e.g., "PHCP" for Pinnacle Harbor Capital Partners, LP; "Trish" for Patricia Nakamura; "Ted" for Theodore Barlowe; "Jim" for James Delacroix; "Jon" for Jonathan Birch III; "Meg" for Margaret Liu);

(c) EIN and CIK look-ups: Where Employer Identification Numbers or SEC Central Index Key numbers were available, those identifiers were searched as independent data points to capture any records not linked to the entity name;

(d) Individual name searches: All named individuals identified in Section 3 were searched against the full C&H Clearance database, including searches for any personal representation matters (estate planning, tax advisory, employment matters, or other individual engagements); and

(e) Reverse-party searches: Each party was searched both as a potential client and as a potential adverse or related party to ensure that no representations either for or against any searched party were overlooked.

4.3 Time Horizon. The search covered the Firm's full historical record, encompassing all open and closed matters without any temporal limitation.

4.4 Cross-References. In addition to the specific party and individual searches described above, the following cross-reference searches were performed:

(a) All prior representations involving gaming industry clients, to identify any potential relationships with competitors, regulators, or industry participants that could give rise to a conflict or the appearance of a conflict;

(b) All prior representations involving hedge fund activist matters, including proxy contests, consent solicitations, and board-seat campaigns, to identify any prior engagements that might involve parties related to or affiliated with Pinnacle Harbor;

(c) All prior representations involving Delaware corporate governance engagements, including advance-notice bylaw disputes, fiduciary duty litigation, and Section 220 proceedings, to identify any overlapping subject matter or parties; and

(d) A review of the Firm's lateral hire files for any attorneys who may have joined the Firm from Hargrove Sloane & Birch LLP or from any entity identified in Section 3.

4.5 Review and Supervision. The search was conducted by the Conflicts & New Business Department under the direction of the Department's Managing Director, Katherine Elsworth. The results were reviewed and analyzed by Claire Dempsey, Lead Associate, and Marcus Leung, Working Associate, under the supervision of Douglas Fairchild, Engagement Partner. The analysis applied the conflict-of-interest standards set forth in the New York Rules of Professional Conduct (specifically Rules 1.7, 1.8, 1.9, 1.10, and 1.18), the Delaware Lawyers' Rules of Professional Conduct, the Nevada Rules of Professional Conduct, and the Firm's internal conflicts policies.

5. Results of Conflicts Search

The results of the conflicts search are set forth below, organized by party and category. For each searched party or individual, the results indicate whether any current or prior relationship was identified and whether any such relationship gives rise to a conflict of interest, the appearance of a conflict, or any other ethical impediment.

5.1 Client — Redstone Gaming Corp.

Calderwood & Harkness has not previously represented Redstone Gaming Corp. in any matter, whether active, dormant, or closed. No record of RGC appearing in the Firm's conflicts database as a client, adverse party, or related party in any prior engagement was identified. This will be the Firm's first engagement for RGC.

No prior adverse representations against Redstone Gaming Corp. were identified. At no point has the Firm acted in a capacity adverse to RGC in any litigation, transactional, regulatory, or advisory matter.

No current or former attorneys of the Firm have served as directors, officers, employees, or consultants to RGC. A review of the Firm's alumni records and lateral hire files did not reveal any such relationship.

A review of the Firm's personal investment disclosure records confirmed that no partner, associate, or staff member assigned to this matter holds any direct or indirect financial interest in RGC common stock or any RGC-related securities.

Result: Clear — no conflict.

5.2 Opposing Party — Pinnacle Harbor Capital Partners, LP

Calderwood & Harkness has not previously represented Pinnacle Harbor Capital Partners, LP, in any matter. The search also confirmed that the Firm has not previously represented Pinnacle Harbor Capital Management, LLC, the general partner of PHCP, in any capacity. No record of any engagement involving any fund, vehicle, special-purpose entity, or affiliate managed or controlled by Pinnacle Harbor Capital Management, LLC was identified in the Firm's conflicts database.

The Firm has not acted in any capacity adverse to Pinnacle Harbor in any prior matter, nor has Pinnacle Harbor appeared as a related or interested party in any engagement in which the Firm participated.

Result: Clear — no conflict.

5.3 Opposing Party Individuals — Viktor S. Kessler and Nadia Johar

No prior individual representation of Viktor S. Kessler was identified. The Firm has not provided personal legal services, estate planning, tax advisory, or any other form of individual representation to Mr. Kessler. Mr. Kessler does not appear in the Firm's conflicts database in any capacity.

No prior individual representation of Nadia Johar was identified. The Firm has not provided personal legal services, estate planning, tax advisory, or any other form of individual representation to Ms. Johar. Ms. Johar does not appear in the Firm's conflicts database in any capacity.

Result: Clear — no conflict.

5.4 Pinnacle Harbor Board Nominees — Dr. Sandra Trevelyan and Hugh Desmond Grayson

No prior individual representation of Dr. Sandra Trevelyan was identified. The Firm has not provided personal legal services or any other form of individual representation to Dr. Trevelyan. Dr. Trevelyan does not appear in the Firm's conflicts database in any capacity.

No prior individual representation of Hugh Desmond Grayson was identified. The Firm has not provided personal legal services or any other form of individual representation to Mr. Grayson. Mr. Grayson does not appear in the Firm's conflicts database in any capacity.

A cross-reference search of Meridian Interactive Holdings, Inc. (Dr. Trevelyan's former employer) and Atlas Leisure Group, Inc. (Mr. Grayson's former employer) was conducted. No current or prior representations of either entity were identified. Neither entity appears in the Firm's conflicts database as a client, adverse party, or related party.

Result: Clear — no conflict.

5.5 Opposing Counsel — Hargrove Sloane & Birch LLP

Hargrove Sloane & Birch LLP ("HS&B") has been identified as opposing counsel representing Pinnacle Harbor Capital Partners, LP, in connection with the activist campaign. HS&B is not itself an adverse party for conflicts purposes; however, a search was conducted to identify any ethical considerations arising from the Firm's relationship, if any, with HS&B or its identified attorneys.

The search confirmed that Calderwood & Harkness does not currently maintain, and has not previously maintained, any co-counsel, joint representation, or referral arrangement with HS&B on any active or closed matter. No engagement involving a collaborative or co-advisory relationship with HS&B was identified.

Jonathan "Jon" Birch III, the lead partner at HS&B on this matter, was not previously an attorney of Calderwood & Harkness. A review of the Firm's lateral hire files and alumni records did not reveal any prior employment or affiliation between Mr. Birch and the Firm.

Elise Marchetti, the associate at HS&B identified in connection with this matter, was not previously an attorney of Calderwood & Harkness. No prior employment or affiliation between Ms. Marchetti and the Firm was identified.

Result: No ethical impediment identified.

5.6 Client Advisors and Other Third Parties

The following summarizes the search results for all client advisors, opposing-party advisors, and other third parties identified in Section 3.4:

Calloway Pinnacle Trust Bank: The Firm has represented Calloway Pinnacle Trust Bank on unrelated capital markets transactions. Specifically, the Firm acted as issuer's counsel on two registered offerings in which Calloway Wainwright served as lead underwriter (Matter Nos. 2019-08452 and 2021-03217, both closed). Those engagements involved different clients and different subject matters, did not involve RGC or Pinnacle Harbor, and are not adverse to the interests of RGC in the present engagement. The Firm's representation of Calloway Wainwright in those prior matters does not create a conflict with the proposed representation of RGC, as Calloway Wainwright is aligned with RGC as its financial advisor in the activist defense. No consent is required.

Whitfield Morrow Partners, LLC: No prior relationship with the Firm identified. The entity does not appear in the Firm's conflicts database.

Harlan Ridge Communications, LLC: No prior relationship with the Firm identified. The entity does not appear in the Firm's conflicts database.

Garrison Proxy Advisors, LLC: No prior relationship with the Firm identified. The entity does not appear in the Firm's conflicts database.

Kettering Marsh & Associates LLP: No prior relationship with the Firm identified. The entity does not appear in the Firm's conflicts database.

Glenmore Caulfield Insurance Brokers, Inc.: No prior relationship with the Firm identified. The entity does not appear in the Firm's conflicts database.

Northbridge Indemnity Company: The Firm has provided regulatory advice to Northbridge Indemnity Company on unrelated insurance matters. Specifically, the Firm advised Northbridge on state insurance regulatory filings in connection with Northbridge's expansion into additional jurisdictions (Matter No. 1033-00003, closed). That engagement did not involve RGC, Pinnacle Harbor, or any party related to the present matter, and the subject matter of the prior engagement is wholly distinct from the proposed representation of RGC. The proposed engagement does not involve claims against Northbridge or any assertion that would be adverse to Northbridge's interests, as Northbridge serves as RGC's D&O primary carrier and its interests are aligned with those of the insured directors and officers. This prior relationship is noted for disclosure purposes, but no consent is required, and no impediment to the proposed representation exists.

Creston National Insurance Co.: No prior relationship with the Firm identified. The entity does not appear in the Firm's conflicts database.

Continental Share Services, Inc.: No prior relationship with the Firm identified. The entity does not appear in the Firm's conflicts database.

Ridgeway Asset Management, LP: No prior relationship with the Firm identified. The entity does not appear in the Firm's conflicts database.

Stillwater Capital Advisors, LLC: No prior relationship with the Firm identified. The entity does not appear in the Firm's conflicts database.

Canfield Municipal Employees' Retirement System: No prior relationship with the Firm identified. The entity does not appear in the Firm's conflicts database.

Centurion Governance Services, Inc.: No prior relationship with the Firm identified. The entity does not appear in the Firm's conflicts database.

Hartley Shareholder Advisory Group, LLC: No prior relationship with the Firm identified. The entity does not appear in the Firm's conflicts database.

Result: No disqualifying conflicts have been identified. The pre-existing relationships with Calloway Pinnacle Trust Bank and Northbridge Indemnity Company have been identified and noted for informational and disclosure purposes. Neither relationship requires client consent or presents any impediment to the proposed engagement, as neither prior representation is adverse to RGC, and both entities are aligned with RGC's interests in the present matter.

5.7 RGC Directors and Officers

A review of all nine current members of the RGC Board of Directors and the named officers of RGC was conducted. The following individuals were searched: Gerald R. Whitmore (CEO and Director), Diane K. Sheridan (Independent Board Chair), Patricia "Trish" Nakamura (General Counsel and Corporate Secretary), Raymond Choi (CFO and Director), Dr. Miriam Kaplan (Independent Director), Theodore "Ted" Barlowe (Independent Director), Lorraine Fujikawa (Independent Director), James "Jim" Delacroix (Independent Director), Carmen Vasquez (Independent Director), and Randall Morse (Independent Director).

No individual representations or personal matters were identified for any of the foregoing individuals. The Firm has not provided personal legal services of any kind — including estate planning, tax advisory, employment matters, personal injury, or real estate — to any current RGC director or officer.

No former Calderwood & Harkness attorneys currently serve on the RGC Board of Directors or in any management position at RGC. A review of the Firm's alumni records did not reveal any such relationship.

Result: Clear — no conflict.

6. Financial Interest Disclosures

In accordance with the Firm's Personal Investment Disclosure Policy and the requirements of Rule 1.7 of the New York Rules of Professional Conduct, the Conflicts & New Business Department has confirmed that no partner, associate, or staff member assigned to Matter No. 1033-00003 holds any direct or indirect financial interest in:

(a) RGC common stock or any RGC-related security, including options, warrants, convertible instruments, or derivative positions;

(b) Interests in any Pinnacle Harbor fund, including limited partnership interests, co-investment vehicles, or side-pocket allocations;

(c) Securities of Calloway Pinnacle Trust Bank, Northbridge Indemnity Company, or any other entity identified in Section 3 of this memorandum; or

(d) Securities of any entity known to be a portfolio company of Pinnacle Harbor Capital Partners, LP.

All attorneys assigned to this matter have been reminded of the Firm's personal trading policy, which prohibits the acquisition of RGC securities — or the securities of any party identified in connection with this engagement — by any individual with access to material non-public information related to this engagement. This prohibition remains in effect for the duration of the engagement and for such additional period as may be required following its conclusion, in accordance with the Firm's policies and applicable securities laws.

The assigned attorneys have also been reminded of their obligation to promptly notify the Conflicts & New Business Department in the event that they acquire any financial interest that could give rise to a conflict, or in the event that a family member, household member, or closely related person acquires such an interest.

7. Conclusion and Clearance

Based on the foregoing search results, analysis, and review, Calderwood & Harkness LLP is cleared to represent Redstone Gaming Corp. in connection with the defense against the activist board-seat campaign by Pinnacle Harbor Capital Partners, LP, and all related matters within the scope of the proposed engagement as described in Section 2 of this memorandum.

The comprehensive conflicts search has confirmed the following:

(a) No current or prior representation of any adverse party — including Pinnacle Harbor Capital Partners, LP, Pinnacle Harbor Capital Management, LLC, Viktor S. Kessler, Nadia Johar, Dr. Sandra Trevelyan, or Hugh Desmond Grayson — that would create a disqualifying conflict under Rule 1.7 (Conflict of Interest: Current Clients) or Rule 1.9 (Duties to Former Clients) of the New York Rules of Professional Conduct, or under the corresponding provisions of the Delaware Lawyers' Rules of Professional Conduct or the Nevada Rules of Professional Conduct;

(b) No current or prior representation of any related entity — including Meridian Interactive Holdings, Inc., Atlas Leisure Group, Inc., Hargrove Sloane & Birch LLP, or Garrison Proxy Advisors, LLC — that would create a disqualifying conflict or the appearance of a conflict;

(c) No current or prior representation of any RGC director, officer, or advisor that would give rise to a personal conflict or a duty of loyalty to an individual client that could interfere with the Firm's representation of RGC as an entity;

(d) No financial interests held by any assigned attorney that would impair the Firm's independent professional judgment in this engagement;

(e) Pre-existing relationships with Calloway Pinnacle Trust Bank (on unrelated capital markets transactions) and Northbridge Indemnity Company (on unrelated insurance regulatory advice) have been identified and noted; neither creates a conflict or requires client consent for this engagement, as neither prior representation is adverse to RGC and both entities are aligned with RGC's interests in the present matter; and

(f) No other ethical impediment, including any arising from the identity of opposing counsel, has been identified.

The engagement may proceed. The engagement letter should be prepared for execution as of November 15, 2022, and should be circulated to the Client for signature by Patricia "Trish" Nakamura, General Counsel and Corporate Secretary of RGC, or such other authorized signatory as the Board of Directors may designate.

8. Record of Approval

The following approvals and administrative actions are recorded in connection with the clearance of this matter:

Conflicts & New Business Department Clearance:

CONFLICTS & NEW BUSINESS DEPARTMENT Calderwood & Harkness LLP

By: ________

Name: Katherine Elsworth

Title: Managing Director, Conflicts & New Business

Date: ________

Engagement Partner Confirmation:

Reviewed and Confirmed:

By: ________

Name: Douglas Fairchild

Title: Engagement Partner

Date: ________

This memorandum and the underlying conflicts search results shall be retained in the Firm's conflicts database and in the matter file for Matter No. 1033-00003 in accordance with the Firm's Document Retention Policy (revised September 2021). The conflicts record shall be updated promptly in the event that additional parties are identified during the course of the engagement, or in the event that any change in circumstances arises that could affect the analysis set forth herein.

9. Distribution

This memorandum is prepared for internal use only and is subject to attorney work-product protection and attorney-client privilege. The contents of this memorandum reflect the Firm's internal legal analysis and professional judgment regarding conflicts of interest in connection with a proposed engagement and are not intended for disclosure to any person or entity outside the Firm.

Distribution of this memorandum is strictly limited to the following individuals:

• Douglas Fairchild, Engagement Partner

• Angela Fontaine, Billing Partner

• Claire Dempsey, Lead Associate

• Marcus Leung, Working Associate

• Katherine Elsworth, Managing Director, Conflicts & New Business Department

• Conflicts & New Business Department staff (as necessary for database administration)

This memorandum shall not be shared with the Client, Redstone Gaming Corp., or with any third party — including the Client's advisors, opposing counsel, or any regulatory authority — without the prior written approval of the Engagement Partner.

Any questions regarding the contents of this memorandum or the conflicts clearance should be directed to Claire Dempsey or Marcus Leung in the first instance, or to the Conflicts & New Business Department.

— End of Memorandum —

Field	Detail
Employer Identification Number (EIN)	82-4031976
SEC Central Index Key (CIK)	0001847625
Headquarters	8700 Las Vegas Boulevard South, Suite 2200, Las Vegas, NV 89123
Delaware Registered Office	Capitol Corporate Services, Inc., 615 S. DuPont Highway, Dover, DE 19901
Nevada Registered Agent	National Registered Agents of Nevada, Inc., 311 S. Division Street, Carson City, NV 89703
Stock Exchange Listing	Nasdaq Global Select Market
Ticker Symbol	RGC
Industry	Gaming and Entertainment (Casino Resort Operations, Interactive/Online Gaming, Sports Wagering)
Role	Attorney	Practice Group	Office
Engagement Partner	Douglas Fairchild	Real Estate	Las Vegas
Billing Partner	Angela Fontaine	Real Estate	Las Vegas
Lead Associate	Claire Dempsey	Capital Markets	Las Vegas
Working Associate	Marcus Leung	Banking & Finance	Wilmington
Name	Title / Role	Age	Committee Memberships
Gerald R. Whitmore	Chief Executive Officer and Director	58	—
Diane K. Sheridan	Independent Board Chair	64	—
Patricia "Trish" Nakamura	General Counsel and Corporate Secretary	49	— (Officer, Non-Director)
Raymond Choi	Chief Financial Officer and Director	52	—
Dr. Miriam Kaplan	Independent Director	—	Audit Committee (Chair); Governance Committee
Theodore "Ted" Barlowe	Independent Director	—	Compensation Committee (Chair); Governance Committee
Lorraine Fujikawa	Independent Director	—	Audit Committee; Compensation Committee
James "Jim" Delacroix	Independent Director	—	Audit Committee; Special Committee (Chair)
Carmen Vasquez	Independent Director	—	Governance Committee; Special Committee
Randall Morse	Independent Director	—	Compensation Committee; Special Committee

Name	Title / Role	Age
Viktor S. Kessler	Managing Partner and Chief Investment Officer of PHCP	47
Nadia Johar	Head of Activism / Portfolio Manager at PHCP	39
Name	Background	Age
Dr. Sandra Trevelyan	Pinnacle Harbor Board Nominee #1; former Chief Operating Officer of Meridian Interactive Holdings, Inc.; currently an independent gaming industry consultant	55
Hugh Desmond Grayson	Pinnacle Harbor Board Nominee #2; former Chief Financial Officer of Atlas Leisure Group, Inc.; currently serves as a director of two private hospitality companies (names not publicly disclosed)	61
Name	Role	Age
Jonathan "Jon" Birch III	Lead Partner, Hargrove Sloane & Birch LLP	53
Elise Marchetti	Associate, Hargrove Sloane & Birch LLP	31
Name	Role
Alicia Trent	Managing Director, Garrison Proxy Advisors, LLC
Shareholder	Ownership (% of Outstanding)	Shares Held	Location	Contact
Ridgeway Asset Management, LP	8.2%	8,585,400	Boston, MA	Franklin Osei, Portfolio Manager
Stillwater Capital Advisors, LLC	5.4%	5,653,800	Chicago, IL	Margaret "Meg" Liu, Head of Governance
Canfield Municipal Employees' Retirement System	2.1%	2,198,700	Canfield, OH	David Proulx, Chief Investment Officer
Item	Detail
Matter Number Assigned	1033-00003
Date of Clearance	November 14, 2022
Engagement Partner	Douglas Fairchild
Billing Partner	Angela Fontaine

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — INTERNAL USE ONLY ATTORNEY WORK PRODUCT
FIRM: Calderwood & Harkness LLP
TO: Douglas Fairchild, Engagement Partner Angela Fontaine, Billing Partner
FROM: Claire Dempsey, Lead Associate (Capital Markets Practice Group) Marcus Leung, Associate (Banking & Finance Practice Group) Conflicts & New Business Department
DATE: November 14, 2022
RE: Conflicts Clearance — Proposed Representation of Redstone Gaming Corp. in Defense Against Activist Campaign by Pinnacle Harbor Capital Partners, LP and Related Parties
MATTER NUMBER: 1033-00003
1. Purpose and Summary of Clearance
This memorandum documents the results of the conflicts of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("the Firm" or "Calderwood & Harkness") to represent Redstone Gaming Corp. ("RGC" or the "Client"), a Delaware corporation headquartered in Las Vegas, Nevada (Nasdaq: RGC), in defending against a board-seat campaign initiated by Pinnacle Harbor Capital Partners, LP ("Pinnacle Harbor" or "PHCP"), a Delaware limited partnership. The conflict check encompasses all parties, individuals, and entities reasonably anticipated to be involved in or affected by the proposed engagement, including adverse parties, their counsel and advisors, the Client's officers and directors, the Client's advisors, significant institutional shareholders, and proxy advisory firms.
The conflict check was initiated on November 14, 2022, following the emergency meeting of the RGC Board of Directors convened on the same date, at which the Board resolved to engage outside counsel and advisors in connection with the activist campaign. The Conflicts & New Business Department received the intake request at approximately 9:47 a.m. Eastern Time and commenced the search promptly thereafter. The results set forth below reflect a comprehensive review completed as of 4:15 p.m. Eastern Time on the same date.
Conclusion: The Conflicts & New Business Department has confirmed that Calderwood & Harkness LLP is cleared to act for Redstone Gaming Corp. in this matter. No disqualifying conflicts of interest or material relationships requiring client consent have been identified. Two pre-existing, unrelated client relationships — with Calloway Pinnacle Trust Bank and Northbridge Indemnity Company — have been noted for informational and disclosure purposes, but neither gives rise to a conflict under applicable rules of professional conduct or the Firm's internal conflicts policies. The engagement may proceed, subject to execution of the engagement letter.
2. Proposed Engagement
2.1 Client Information
Client: Redstone Gaming Corp., a Delaware corporation
2.2 Nature of Engagement
The Firm is being engaged to represent RGC in the defense of an activist board-seat campaign by Pinnacle Harbor Capital Partners, LP. The scope of the proposed engagement includes, but is not limited to, the following:
(a) Review and analysis of RGC's governing documents, including its Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, and applicable corporate governance guidelines, policies, and committee charters;
(b) Evaluation of RGC's advance-notice bylaw provisions and their enforceability in connection with director nominations by Pinnacle Harbor;
(c) Analysis of Schedule 13D filings made by Pinnacle Harbor and related persons with the U.S. Securities and Exchange Commission, including assessment of compliance with beneficial ownership reporting requirements under Section 13(d) of the Securities Exchange Act of 1934, as amended;
(d) Development and execution of a proxy contest defense strategy, including preparation of preliminary and definitive proxy materials, coordination with the Client's proxy solicitor, financial advisor, and investor relations advisor, and engagement with institutional shareholders and proxy advisory firms;
(e) Evaluation of potential settlement negotiations with Pinnacle Harbor and its advisors, including analysis of potential board composition compromises, standstill agreements, and related arrangements;
(f) General corporate advisory work related to the foregoing, including advice on Delaware General Corporation Law fiduciary duty considerations, Regulation FD compliance, and gaming regulatory implications of changes in board composition; and
(g) Such additional matters as may arise in connection with the activist campaign and as may be agreed upon between the Firm and the Client.
2.3 Staffing and Office Information
Primary Office: Calderwood & Harkness LLP, 3960 Howard Hughes Parkway, Suite 1400, Las Vegas, NV 89169
Additional Office Involved: Calderwood & Harkness LLP, 1200 Market Street, Suite 3100, Wilmington, DE 19801
The involvement of the Wilmington office is anticipated in connection with Delaware corporate governance analysis, potential litigation in the Delaware Court of Chancery, and review of advance-notice bylaw provisions under the Delaware General Corporation Law.
3. Parties and Individuals Searched
The following sections identify all parties and individuals included in the conflicts search. The search was designed to capture all reasonably foreseeable parties to, or participants in, the proposed engagement, including the Client and its directors, officers, and advisors; the opposing party and its principals, advisors, and nominees; and significant third parties whose involvement is anticipated.
3.1 Client-Side Parties Searched
Redstone Gaming Corp. — the Client. A Delaware corporation engaged in gaming and entertainment, including casino resort operations, interactive and online gaming platforms, and licensed sports wagering. RGC is publicly traded on the Nasdaq Global Select Market under the ticker symbol "RGC."
The following directors and officers of RGC were included in the search:
Each of the foregoing individuals was searched in the Firm's conflicts database by full legal name, known aliases and diminutives, and, where available, date of birth and professional affiliations.
3.2 Adverse / Opposing Parties Searched
Pinnacle Harbor Capital Partners, LP — a Delaware limited partnership; activist hedge fund with a principal office located at 590 Madison Avenue, 34th Floor, New York, NY 10022. EIN: 47-3928154. Pinnacle Harbor manages approximately $4.2 billion in assets under management and pursues an event-driven and activist equity strategy with a particular focus on mid-cap companies in the gaming, hospitality, and consumer-discretionary sectors. The fund was founded in 2014.
Pinnacle Harbor Capital Management, LLC — a Delaware limited liability company that serves as the general partner of PHCP. The entity shares the same principal office address at 590 Madison Avenue, 34th Floor, New York, NY 10022. Both PHCP and PHCM were searched as separate entities.
The following individuals associated with Pinnacle Harbor were included in the search:
3.3 Related Entities and Individuals Searched
Pinnacle Harbor Board Nominees:
Former Employers of Board Nominees:
•  Meridian Interactive Holdings, Inc. — a Nevada entity; former employer of Dr. Sandra Trevelyan. Meridian Interactive is an interactive gaming and digital entertainment company.
•  Atlas Leisure Group, Inc. — a Delaware entity; former employer of Hugh Desmond Grayson. Atlas Leisure is a diversified hospitality and leisure company.
Opposing Counsel:
•  Hargrove Sloane & Birch LLP — a limited liability partnership serving as counsel to Pinnacle Harbor Capital Partners, LP, in connection with the activist campaign. Principal office: 1585 Broadway, 40th Floor, New York, NY 10036.
Opposing Party's Proxy Solicitor:
•  Garrison Proxy Advisors, LLC — proxy solicitation firm engaged by Pinnacle Harbor. 17 Ashbury Asset Advisors, Suite 1600, New York, NY 10004.
3.4 Other Third Parties Searched (Client Advisors and Significant Shareholders)
In addition to the parties identified above, the following entities and individuals were included in the conflicts search to ensure comprehensive coverage of all anticipated participants in the engagement:
Client's Financial Advisor / Investment Bank:
•  Calloway Pinnacle Trust Bank — 200 Park Avenue, 28th Floor, New York, NY 10166. Lead banker: Thomas V. Ashford, Managing Director, Activism & Corporate Defense Practice.
Client's Proxy Solicitor:
•  Whitfield Morrow Partners, LLC — 501 Madison Avenue, 14th Floor, New York, NY 10022. Lead contact: Denise Cavanaugh, Senior Vice President.
Client's Investor Relations Advisor:
•  Harlan Ridge Communications, LLC — 712 Fifth Avenue, Suite 900, New York, NY 10019. Lead contact: Philip Navarette, Partner.
Client's Independent Auditor:
•  Kettering Marsh & Associates LLP — 725 S. Figueroa Street, Suite 3200, Los Angeles, CA 90017. Lead audit partner: Robert Ogawa.
Client's D&O Insurance Broker and Carriers:
•  Glenmore Caulfield Insurance Brokers, Inc. — D&O insurance broker. Contact: Sarah Voss, Senior Vice President.
•  Northbridge Indemnity Company — D&O primary carrier.
•  Creston National Insurance Co. — D&O first excess carrier.
Client's Transfer Agent:
•  Continental Share Services, Inc. — 1 Ashbury Asset Advisors, 30th Floor, New York, NY 10004. Contact: Jason Velmoran, Vice President.
Significant Institutional Shareholders:
Proxy Advisory Firms:
•  Centurion Governance Services, Inc. — proxy advisory firm anticipated to issue a recommendation in connection with any contested election.
•  Hartley Shareholder Advisory Group, LLC — proxy advisory firm anticipated to issue a recommendation in connection with any contested election.
4. Search Methodology
The conflicts search was conducted in accordance with Calderwood & Harkness's standard conflicts clearance procedures, as set forth in the Firm's Conflicts of Interest Policy (revised January 2022) and the Firm's New Business Intake Manual (revised March 2022). The following methodology was employed:
4.1 Databases Searched. The primary search was conducted using Calderwood & Harkness's proprietary conflicts management system ("C&H Clearance"), which contains records of all current and historical client matters, adverse and related parties, associated individuals, and engagement details across all Firm offices worldwide. The system captures data from all matters opened since the Firm's founding and includes records migrated from predecessor systems during the Firm's 2009 database consolidation. Supplemental searches were conducted in the Firm's financial interest disclosure database, which records equity and debt security holdings reported by all partners and associates pursuant to the Firm's Personal Investment Disclosure Policy.
4.2 Search Parameters. The following search parameters were employed for each party and individual identified in Section 3:
(a) Exact name matches: Full legal entity name and full legal individual name, as applicable;
(b) Alias and short-name searches: Commonly used abbreviations, acronyms, trade names, former names, and diminutives (e.g., "PHCP" for Pinnacle Harbor Capital Partners, LP; "Trish" for Patricia Nakamura; "Ted" for Theodore Barlowe; "Jim" for James Delacroix; "Jon" for Jonathan Birch III; "Meg" for Margaret Liu);
(c) EIN and CIK look-ups: Where Employer Identification Numbers or SEC Central Index Key numbers were available, those identifiers were searched as independent data points to capture any records not linked to the entity name;
(d) Individual name searches: All named individuals identified in Section 3 were searched against the full C&H Clearance database, including searches for any personal representation matters (estate planning, tax advisory, employment matters, or other individual engagements); and
(e) Reverse-party searches: Each party was searched both as a potential client and as a potential adverse or related party to ensure that no representations either for or against any searched party were overlooked.
4.3 Time Horizon. The search covered the Firm's full historical record, encompassing all open and closed matters without any temporal limitation.
4.4 Cross-References. In addition to the specific party and individual searches described above, the following cross-reference searches were performed:
(a) All prior representations involving gaming industry clients, to identify any potential relationships with competitors, regulators, or industry participants that could give rise to a conflict or the appearance of a conflict;
(b) All prior representations involving hedge fund activist matters, including proxy contests, consent solicitations, and board-seat campaigns, to identify any prior engagements that might involve parties related to or affiliated with Pinnacle Harbor;
(c) All prior representations involving Delaware corporate governance engagements, including advance-notice bylaw disputes, fiduciary duty litigation, and Section 220 proceedings, to identify any overlapping subject matter or parties; and
(d) A review of the Firm's lateral hire files for any attorneys who may have joined the Firm from Hargrove Sloane & Birch LLP or from any entity identified in Section 3.
4.5 Review and Supervision. The search was conducted by the Conflicts & New Business Department under the direction of the Department's Managing Director, Katherine Elsworth. The results were reviewed and analyzed by Claire Dempsey, Lead Associate, and Marcus Leung, Working Associate, under the supervision of Douglas Fairchild, Engagement Partner. The analysis applied the conflict-of-interest standards set forth in the New York Rules of Professional Conduct (specifically Rules 1.7, 1.8, 1.9, 1.10, and 1.18), the Delaware Lawyers' Rules of Professional Conduct, the Nevada Rules of Professional Conduct, and the Firm's internal conflicts policies.
5. Results of Conflicts Search
The results of the conflicts search are set forth below, organized by party and category. For each searched party or individual, the results indicate whether any current or prior relationship was identified and whether any such relationship gives rise to a conflict of interest, the appearance of a conflict, or any other ethical impediment.
5.1 Client — Redstone Gaming Corp.
Calderwood & Harkness has not previously represented Redstone Gaming Corp. in any matter, whether active, dormant, or closed. No record of RGC appearing in the Firm's conflicts database as a client, adverse party, or related party in any prior engagement was identified. This will be the Firm's first engagement for RGC.
No prior adverse representations against Redstone Gaming Corp. were identified. At no point has the Firm acted in a capacity adverse to RGC in any litigation, transactional, regulatory, or advisory matter.
No current or former attorneys of the Firm have served as directors, officers, employees, or consultants to RGC. A review of the Firm's alumni records and lateral hire files did not reveal any such relationship.
A review of the Firm's personal investment disclosure records confirmed that no partner, associate, or staff member assigned to this matter holds any direct or indirect financial interest in RGC common stock or any RGC-related securities.
Result: Clear — no conflict.
5.2 Opposing Party — Pinnacle Harbor Capital Partners, LP
Calderwood & Harkness has not previously represented Pinnacle Harbor Capital Partners, LP, in any matter. The search also confirmed that the Firm has not previously represented Pinnacle Harbor Capital Management, LLC, the general partner of PHCP, in any capacity. No record of any engagement involving any fund, vehicle, special-purpose entity, or affiliate managed or controlled by Pinnacle Harbor Capital Management, LLC was identified in the Firm's conflicts database.
The Firm has not acted in any capacity adverse to Pinnacle Harbor in any prior matter, nor has Pinnacle Harbor appeared as a related or interested party in any engagement in which the Firm participated.
Result: Clear — no conflict.
5.3 Opposing Party Individuals — Viktor S. Kessler and Nadia Johar
No prior individual representation of Viktor S. Kessler was identified. The Firm has not provided personal legal services, estate planning, tax advisory, or any other form of individual representation to Mr. Kessler. Mr. Kessler does not appear in the Firm's conflicts database in any capacity.
No prior individual representation of Nadia Johar was identified. The Firm has not provided personal legal services, estate planning, tax advisory, or any other form of individual representation to Ms. Johar. Ms. Johar does not appear in the Firm's conflicts database in any capacity.
Result: Clear — no conflict.
5.4 Pinnacle Harbor Board Nominees — Dr. Sandra Trevelyan and Hugh Desmond Grayson
No prior individual representation of Dr. Sandra Trevelyan was identified. The Firm has not provided personal legal services or any other form of individual representation to Dr. Trevelyan. Dr. Trevelyan does not appear in the Firm's conflicts database in any capacity.
No prior individual representation of Hugh Desmond Grayson was identified. The Firm has not provided personal legal services or any other form of individual representation to Mr. Grayson. Mr. Grayson does not appear in the Firm's conflicts database in any capacity.
A cross-reference search of Meridian Interactive Holdings, Inc. (Dr. Trevelyan's former employer) and Atlas Leisure Group, Inc. (Mr. Grayson's former employer) was conducted. No current or prior representations of either entity were identified. Neither entity appears in the Firm's conflicts database as a client, adverse party, or related party.
Result: Clear — no conflict.
5.5 Opposing Counsel — Hargrove Sloane & Birch LLP
Hargrove Sloane & Birch LLP ("HS&B") has been identified as opposing counsel representing Pinnacle Harbor Capital Partners, LP, in connection with the activist campaign. HS&B is not itself an adverse party for conflicts purposes; however, a search was conducted to identify any ethical considerations arising from the Firm's relationship, if any, with HS&B or its identified attorneys.
The search confirmed that Calderwood & Harkness does not currently maintain, and has not previously maintained, any co-counsel, joint representation, or referral arrangement with HS&B on any active or closed matter. No engagement involving a collaborative or co-advisory relationship with HS&B was identified.
Jonathan "Jon" Birch III, the lead partner at HS&B on this matter, was not previously an attorney of Calderwood & Harkness. A review of the Firm's lateral hire files and alumni records did not reveal any prior employment or affiliation between Mr. Birch and the Firm.
Elise Marchetti, the associate at HS&B identified in connection with this matter, was not previously an attorney of Calderwood & Harkness. No prior employment or affiliation between Ms. Marchetti and the Firm was identified.
Result: No ethical impediment identified.
5.6 Client Advisors and Other Third Parties
The following summarizes the search results for all client advisors, opposing-party advisors, and other third parties identified in Section 3.4:
Calloway Pinnacle Trust Bank: The Firm has represented Calloway Pinnacle Trust Bank on unrelated capital markets transactions. Specifically, the Firm acted as issuer's counsel on two registered offerings in which Calloway Wainwright served as lead underwriter (Matter Nos. 2019-08452 and 2021-03217, both closed). Those engagements involved different clients and different subject matters, did not involve RGC or Pinnacle Harbor, and are not adverse to the interests of RGC in the present engagement. The Firm's representation of Calloway Wainwright in those prior matters does not create a conflict with the proposed representation of RGC, as Calloway Wainwright is aligned with RGC as its financial advisor in the activist defense. No consent is required.
Whitfield Morrow Partners, LLC: No prior relationship with the Firm identified. The entity does not appear in the Firm's conflicts database.
Harlan Ridge Communications, LLC: No prior relationship with the Firm identified. The entity does not appear in the Firm's conflicts database.
Garrison Proxy Advisors, LLC: No prior relationship with the Firm identified. The entity does not appear in the Firm's conflicts database.
Kettering Marsh & Associates LLP: No prior relationship with the Firm identified. The entity does not appear in the Firm's conflicts database.
Glenmore Caulfield Insurance Brokers, Inc.: No prior relationship with the Firm identified. The entity does not appear in the Firm's conflicts database.
Northbridge Indemnity Company: The Firm has provided regulatory advice to Northbridge Indemnity Company on unrelated insurance matters. Specifically, the Firm advised Northbridge on state insurance regulatory filings in connection with Northbridge's expansion into additional jurisdictions (Matter No. 1033-00003, closed). That engagement did not involve RGC, Pinnacle Harbor, or any party related to the present matter, and the subject matter of the prior engagement is wholly distinct from the proposed representation of RGC. The proposed engagement does not involve claims against Northbridge or any assertion that would be adverse to Northbridge's interests, as Northbridge serves as RGC's D&O primary carrier and its interests are aligned with those of the insured directors and officers. This prior relationship is noted for disclosure purposes, but no consent is required, and no impediment to the proposed representation exists.
Creston National Insurance Co.: No prior relationship with the Firm identified. The entity does not appear in the Firm's conflicts database.
Continental Share Services, Inc.: No prior relationship with the Firm identified. The entity does not appear in the Firm's conflicts database.
Ridgeway Asset Management, LP: No prior relationship with the Firm identified. The entity does not appear in the Firm's conflicts database.
Stillwater Capital Advisors, LLC: No prior relationship with the Firm identified. The entity does not appear in the Firm's conflicts database.
Canfield Municipal Employees' Retirement System: No prior relationship with the Firm identified. The entity does not appear in the Firm's conflicts database.
Centurion Governance Services, Inc.: No prior relationship with the Firm identified. The entity does not appear in the Firm's conflicts database.
Hartley Shareholder Advisory Group, LLC: No prior relationship with the Firm identified. The entity does not appear in the Firm's conflicts database.
Result: No disqualifying conflicts have been identified. The pre-existing relationships with Calloway Pinnacle Trust Bank and Northbridge Indemnity Company have been identified and noted for informational and disclosure purposes. Neither relationship requires client consent or presents any impediment to the proposed engagement, as neither prior representation is adverse to RGC, and both entities are aligned with RGC's interests in the present matter.
5.7 RGC Directors and Officers
A review of all nine current members of the RGC Board of Directors and the named officers of RGC was conducted. The following individuals were searched: Gerald R. Whitmore (CEO and Director), Diane K. Sheridan (Independent Board Chair), Patricia "Trish" Nakamura (General Counsel and Corporate Secretary), Raymond Choi (CFO and Director), Dr. Miriam Kaplan (Independent Director), Theodore "Ted" Barlowe (Independent Director), Lorraine Fujikawa (Independent Director), James "Jim" Delacroix (Independent Director), Carmen Vasquez (Independent Director), and Randall Morse (Independent Director).
No individual representations or personal matters were identified for any of the foregoing individuals. The Firm has not provided personal legal services of any kind — including estate planning, tax advisory, employment matters, personal injury, or real estate — to any current RGC director or officer.
No former Calderwood & Harkness attorneys currently serve on the RGC Board of Directors or in any management position at RGC. A review of the Firm's alumni records did not reveal any such relationship.
Result: Clear — no conflict.
6. Financial Interest Disclosures
In accordance with the Firm's Personal Investment Disclosure Policy and the requirements of Rule 1.7 of the New York Rules of Professional Conduct, the Conflicts & New Business Department has confirmed that no partner, associate, or staff member assigned to Matter No. 1033-00003 holds any direct or indirect financial interest in:
(a) RGC common stock or any RGC-related security, including options, warrants, convertible instruments, or derivative positions;
(b) Interests in any Pinnacle Harbor fund, including limited partnership interests, co-investment vehicles, or side-pocket allocations;
(c) Securities of Calloway Pinnacle Trust Bank, Northbridge Indemnity Company, or any other entity identified in Section 3 of this memorandum; or
(d) Securities of any entity known to be a portfolio company of Pinnacle Harbor Capital Partners, LP.
All attorneys assigned to this matter have been reminded of the Firm's personal trading policy, which prohibits the acquisition of RGC securities — or the securities of any party identified in connection with this engagement — by any individual with access to material non-public information related to this engagement. This prohibition remains in effect for the duration of the engagement and for such additional period as may be required following its conclusion, in accordance with the Firm's policies and applicable securities laws.
The assigned attorneys have also been reminded of their obligation to promptly notify the Conflicts & New Business Department in the event that they acquire any financial interest that could give rise to a conflict, or in the event that a family member, household member, or closely related person acquires such an interest.
7. Conclusion and Clearance
Based on the foregoing search results, analysis, and review, Calderwood & Harkness LLP is cleared to represent Redstone Gaming Corp. in connection with the defense against the activist board-seat campaign by Pinnacle Harbor Capital Partners, LP, and all related matters within the scope of the proposed engagement as described in Section 2 of this memorandum.
The comprehensive conflicts search has confirmed the following:
(a) No current or prior representation of any adverse party — including Pinnacle Harbor Capital Partners, LP, Pinnacle Harbor Capital Management, LLC, Viktor S. Kessler, Nadia Johar, Dr. Sandra Trevelyan, or Hugh Desmond Grayson — that would create a disqualifying conflict under Rule 1.7 (Conflict of Interest: Current Clients) or Rule 1.9 (Duties to Former Clients) of the New York Rules of Professional Conduct, or under the corresponding provisions of the Delaware Lawyers' Rules of Professional Conduct or the Nevada Rules of Professional Conduct;
(b) No current or prior representation of any related entity — including Meridian Interactive Holdings, Inc., Atlas Leisure Group, Inc., Hargrove Sloane & Birch LLP, or Garrison Proxy Advisors, LLC — that would create a disqualifying conflict or the appearance of a conflict;
(c) No current or prior representation of any RGC director, officer, or advisor that would give rise to a personal conflict or a duty of loyalty to an individual client that could interfere with the Firm's representation of RGC as an entity;
(d) No financial interests held by any assigned attorney that would impair the Firm's independent professional judgment in this engagement;
(e) Pre-existing relationships with Calloway Pinnacle Trust Bank (on unrelated capital markets transactions) and Northbridge Indemnity Company (on unrelated insurance regulatory advice) have been identified and noted; neither creates a conflict or requires client consent for this engagement, as neither prior representation is adverse to RGC and both entities are aligned with RGC's interests in the present matter; and
(f) No other ethical impediment, including any arising from the identity of opposing counsel, has been identified.
The engagement may proceed. The engagement letter should be prepared for execution as of November 15, 2022, and should be circulated to the Client for signature by Patricia "Trish" Nakamura, General Counsel and Corporate Secretary of RGC, or such other authorized signatory as the Board of Directors may designate.
8. Record of Approval
The following approvals and administrative actions are recorded in connection with the clearance of this matter:
Conflicts & New Business Department Clearance:
CONFLICTS & NEW BUSINESS DEPARTMENT Calderwood & Harkness LLP
By: ________
Name: Katherine Elsworth
Title: Managing Director, Conflicts & New Business
Date: ________
Engagement Partner Confirmation:
Reviewed and Confirmed:
By: ________
Name: Douglas Fairchild
Title: Engagement Partner
Date: ________
This memorandum and the underlying conflicts search results shall be retained in the Firm's conflicts database and in the matter file for Matter No. 1033-00003 in accordance with the Firm's Document Retention Policy (revised September 2021). The conflicts record shall be updated promptly in the event that additional parties are identified during the course of the engagement, or in the event that any change in circumstances arises that could affect the analysis set forth herein.
9. Distribution
This memorandum is prepared for internal use only and is subject to attorney work-product protection and attorney-client privilege. The contents of this memorandum reflect the Firm's internal legal analysis and professional judgment regarding conflicts of interest in connection with a proposed engagement and are not intended for disclosure to any person or entity outside the Firm.
Distribution of this memorandum is strictly limited to the following individuals:
•  Douglas Fairchild, Engagement Partner
•  Angela Fontaine, Billing Partner
•  Claire Dempsey, Lead Associate
•  Marcus Leung, Working Associate
•  Katherine Elsworth, Managing Director, Conflicts & New Business Department
•  Conflicts & New Business Department staff (as necessary for database administration)
This memorandum shall not be shared with the Client, Redstone Gaming Corp., or with any third party — including the Client's advisors, opposing counsel, or any regulatory authority — without the prior written approval of the Engagement Partner.
Any questions regarding the contents of this memorandum or the conflicts clearance should be directed to Claire Dempsey or Marcus Leung in the first instance, or to the Conflicts & New Business Department.
— End of Memorandum —
Field | Detail
Employer Identification Number (EIN) | 82-4031976
SEC Central Index Key (CIK) | 0001847625
Headquarters | 8700 Las Vegas Boulevard South, Suite 2200, Las Vegas, NV 89123
Delaware Registered Office | Capitol Corporate Services, Inc., 615 S. DuPont Highway, Dover, DE 19901
Nevada Registered Agent | National Registered Agents of Nevada, Inc., 311 S. Division Street, Carson City, NV 89703
Stock Exchange Listing | Nasdaq Global Select Market
Ticker Symbol | RGC
Industry | Gaming and Entertainment (Casino Resort Operations, Interactive/Online Gaming, Sports Wagering)
Role | Attorney | Practice Group | Office
Engagement Partner | Douglas Fairchild | Real Estate | Las Vegas
Billing Partner | Angela Fontaine | Real Estate | Las Vegas
Lead Associate | Claire Dempsey | Capital Markets | Las Vegas
Working Associate | Marcus Leung | Banking & Finance | Wilmington
Name | Title / Role | Age | Committee Memberships
Gerald R. Whitmore | Chief Executive Officer and Director | 58 | —
Diane K. Sheridan | Independent Board Chair | 64 | —
Patricia "Trish" Nakamura | General Counsel and Corporate Secretary | 49 | — (Officer, Non-Director)
Raymond Choi | Chief Financial Officer and Director | 52 | —
Dr. Miriam Kaplan | Independent Director | — | Audit Committee (Chair); Governance Committee
Theodore "Ted" Barlowe | Independent Director | — | Compensation Committee (Chair); Governance Committee
Lorraine Fujikawa | Independent Director | — | Audit Committee; Compensation Committee
James "Jim" Delacroix | Independent Director | — | Audit Committee; Special Committee (Chair)
Carmen Vasquez | Independent Director | — | Governance Committee; Special Committee
Randall Morse | Independent Director | — | Compensation Committee; Special Committee
Name | Title / Role | Age
Viktor S. Kessler | Managing Partner and Chief Investment Officer of PHCP | 47
Nadia Johar | Head of Activism / Portfolio Manager at PHCP | 39
Name | Background | Age
Dr. Sandra Trevelyan | Pinnacle Harbor Board Nominee #1; former Chief Operating Officer of Meridian Interactive Holdings, Inc.; currently an independent gaming industry consultant | 55
Hugh Desmond Grayson | Pinnacle Harbor Board Nominee #2; former Chief Financial Officer of Atlas Leisure Group, Inc.; currently serves as a director of two private hospitality companies (names not publicly disclosed) | 61
Name | Role | Age
Jonathan "Jon" Birch III | Lead Partner, Hargrove Sloane & Birch LLP | 53
Elise Marchetti | Associate, Hargrove Sloane & Birch LLP | 31
Name | Role
Alicia Trent | Managing Director, Garrison Proxy Advisors, LLC
Shareholder | Ownership (% of Outstanding) | Shares Held | Location | Contact
Ridgeway Asset Management, LP | 8.2% | 8,585,400 | Boston, MA | Franklin Osei, Portfolio Manager
Stillwater Capital Advisors, LLC | 5.4% | 5,653,800 | Chicago, IL | Margaret "Meg" Liu, Head of Governance
Canfield Municipal Employees' Retirement System | 2.1% | 2,198,700 | Canfield, OH | David Proulx, Chief Investment Officer
Item | Detail
Matter Number Assigned | 1033-00003
Date of Clearance | November 14, 2022
Engagement Partner | Douglas Fairchild
Billing Partner | Angela Fontaine

MEMORANDUM

MATTER NUMBER: 1033-00003

Record

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