1033-00003 · Redstone Gaming Corp · Engagement

engagement-letter-rgc.docx DOCUMENT M&A / Corporate

13 / 35 ← → ✕

Contract analysis Extract to table

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP Attorneys at Law

3960 Howard Hughes Parkway Suite 1400 Las Vegas, NV 89169

Telephone: (702) 555-8400 Facsimile: (702) 555-8401 www.calderwoodharkness.com

November 15, 2022

VIA HAND DELIVERY AND ELECTRONIC MAIL

Patricia "Trish" Nakamura, Esq. General Counsel & Corporate Secretary Redstone Gaming Corp. 8700 Las Vegas Boulevard South, Suite 2200 Las Vegas, NV 89123

Re: Engagement of Calderwood & Harkness LLP by Redstone Gaming Corp. Matter Number: 1033-00003 Defense Against Activist Board-Seat Campaign by Pinnacle Harbor Capital Partners, LP

Dear Ms. Nakamura:

We very much appreciate the confidence that you, the Board of Directors, and the executive leadership of Redstone Gaming Corp. have placed in Calderwood & Harkness LLP by selecting our firm for this engagement. We look forward to working closely with you and your team during what we understand to be a critical period for the Company.

This letter confirms that Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," or "we") has been retained by Redstone Gaming Corp., a Delaware corporation (the "Client," "RGC," or the "Company"), in connection with the matters more fully described herein. We understand that the Board of Directors of Redstone Gaming Corp. adopted a resolution on November 14, 2022, authorizing the engagement of outside counsel for the purposes set forth below. This letter sets forth the terms and conditions governing our engagement and the attorney-client relationship between Calderwood & Harkness and the Client. We ask that you review these terms carefully and, if they are acceptable, execute and return a copy of this letter as provided in Section 10 below.

1. SCOPE OF ENGAGEMENT

1.1 Description of the Matter

Calderwood & Harkness has been retained to represent Redstone Gaming Corp. in connection with the defense against a board-seat campaign and related activist activities initiated by Pinnacle Harbor Capital Partners, LP, a Delaware limited partnership ("Pinnacle Harbor" or "PHCP"), together with its general partner, Pinnacle Harbor Capital Management, LLC, a Delaware limited liability company, and their respective affiliates, principals, and representatives (collectively, the "Activist Parties").

As we understand the current facts, Pinnacle Harbor has accumulated a position of approximately 6.8% of RGC's outstanding shares of common stock, representing approximately 7,119,600 shares of the 104,700,000 shares of common stock currently outstanding. RGC's common stock is listed on The Nasdaq Stock Market LLC under the ticker symbol "RGC."

On November 10, 2022, Pinnacle Harbor filed a preliminary Schedule 13D with the United States Securities and Exchange Commission (the "SEC"), publicly disclosing its activist intent with respect to the Company. Prior to that public filing, by a private demand letter dated October 28, 2022, addressed to Board Chair Diane K. Sheridan, Pinnacle Harbor set forth three principal demands: (i) the appointment of two Pinnacle Harbor-designated nominees to the RGC Board of Directors; (ii) a formal strategic review of the Company's interactive gaming division, including an evaluation of a potential sale or spin-off of that division; and (iii) the return of $300 million to shareholders through a special dividend or an accelerated share repurchase program.

The engagement encompasses all aspects of the Company's response to the foregoing demands and related activism, as further described below.

1.2 Specific Services

In connection with the matter described above, the Firm expects to provide the following legal services, among others:

(a) Board and Special Committee Advisory Services. Advising the Board of Directors and the Special Committee of the Board (currently composed of James "Jim" Delacroix, serving as Chair, Carmen Vasquez, and Randall Morse) on response strategy with respect to the Activist Parties' demands, including the evaluation of available courses of action, recommended timelines, and the fiduciary duties of the directors in the context of an activist campaign.

(b) Corporate Governance Document Review. Reviewing and analyzing the Company's Amended & Restated Certificate of Incorporation (Delaware Secretary of State File No. 5734821) and Amended & Restated Bylaws (as last amended on September 12, 2021), with particular focus on the advance-notice provisions set forth in Article II, Section 2.11 of the Bylaws and other defensive provisions contained therein, to assess the procedural protections available to the Company and the Board.

(c) SEC Filing Analysis. Analyzing Pinnacle Harbor's Schedule 13D filings and any amendments thereto, as well as monitoring the Activist Parties' ongoing SEC disclosure obligations under Sections 13(d) and 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(d) Defensive Measures. Evaluating potential defensive measures available to the Company, including the adoption or amendment of a stockholder rights plan (commonly referred to as a "poison pill"), and advising the Board and the Special Committee on the advantages, disadvantages, legal risks, and market implications of each such measure.

(e) Nomination Notice Analysis. Analyzing any director nomination notices submitted by the Activist Parties or their designees for procedural and substantive compliance with the Company's governing documents and applicable law, including Delaware General Corporation Law and applicable SEC rules and regulations.

(f) Coordination with Other Advisors. Coordinating with the Company's financial advisor, Calloway Pinnacle Trust Bank (contact: Thomas V. Ashford, Managing Director), its proxy solicitor, Whitfield Morrow Partners, LLC (contact: Denise Cavanaugh, Senior Vice President), and its investor relations advisor, Harlan Ridge Communications, LLC (contact: Philip Navarette, Partner), to ensure a cohesive and legally sound strategy across all advisory workstreams.

(g) Settlement and Cooperation. Advising the Company on the potential merits, risks, and structuring of settlement or cooperation arrangements with the Activist Parties, including the negotiation of standstill, confidentiality, and board representation provisions.

(h) Definitive Agreements. Preparing, reviewing, and negotiating definitive agreements with the Activist Parties, including any cooperation and standstill agreement and related ancillary documentation.

(i) SEC Disclosure Obligations. Advising the Company on its own SEC disclosure obligations arising from or related to the activist campaign, including the preparation or review of Current Reports on Form 8-K and proxy statement considerations under Regulation 14A.

(j) Corporate Actions and Communications. Assisting with the preparation of board resolutions, committee resolutions, press releases, and shareholder communications related to the Company's response to the Activist Parties' campaign.

(k) Proxy Contest Defense. Providing proxy contest defense counsel services, including advice on solicitation strategy, proxy statement preparation, and compliance with SEC proxy rules, in the event that the Activist Parties initiate a formal proxy contest for board seats at the Company's 2023 annual meeting of stockholders or at any special meeting.

(l) Other Related Services. Providing such other legal services as may be reasonably requested by the Client in connection with the foregoing matters.

1.3 Limitations on Scope

The engagement described in this letter is limited to the matters set forth above. Any expansion of the scope of this engagement—including, without limitation, the addition of new matters, new parties, or new subject areas—will require a separate written agreement between the Firm and the Client, which may take the form of a supplemental engagement letter or an amendment to this letter.

This engagement does not include the representation of the Client in any litigation, arbitration, administrative proceeding, or regulatory investigation or enforcement action that may arise out of or in connection with the Activist Parties' campaign or any related circumstance, unless Calderwood & Harkness and the Client separately agree in writing to such representation, including the terms and conditions applicable thereto.

Calderwood & Harkness does not render tax, accounting, or financial advisory services. The Client should continue to look to its independent registered public accounting firm, Kettering Marsh & Associates LLP, and its financial advisor, Calloway Pinnacle Trust Bank, for such services. Nothing in the legal advice provided by the Firm should be construed as tax, accounting, or financial advice.

Additionally, Calderwood & Harkness is not serving as the Company's registered agent, statutory agent, or agent for service of process in any jurisdiction in connection with this engagement.

2. STAFFING

2.1 Responsible Partner

Douglas Fairchild, Partner, will serve as the Responsible Partner for this engagement. Mr. Fairchild is based in the Firm's Las Vegas office and is a member of the Real Estate practice group, with extensive experience advising gaming and hospitality companies on corporate governance and shareholder activism matters. Mr. Fairchild will be responsible for overall supervision of the engagement and management of the client relationship. He will serve as the primary point of contact for the Company and should be contacted with any questions, concerns, or instructions regarding the engagement. Mr. Fairchild may be reached at (702) 555-8412 or dfairchild@calderwoodharkness.com.

2.2 Billing Partner

Angela Fontaine, Partner, will serve as the Billing Partner for this engagement. Ms. Fontaine is also based in the Firm's Las Vegas office and is a member of the Real Estate practice group. She will be responsible for billing administration, invoice review, and ensuring that all billing practices comply with the terms of this engagement letter and any applicable billing guidelines provided by the Client. Questions regarding invoices or billing matters should be directed to Ms. Fontaine at (702) 555-8419 or afontaine@calderwoodharkness.com.

2.3 Lead Associate

Claire Dempsey, Associate, will serve as the Lead Associate on this engagement. Ms. Dempsey is a member of the Firm's Capital Markets practice group and will be responsible for day-to-day legal analysis, the preparation of legal memoranda and research materials, and the drafting and review of documents in connection with the engagement. Ms. Dempsey will work under the direct supervision of Mr. Fairchild and will be available to coordinate with your in-house legal team on an ongoing basis.

2.4 Working Associate

Marcus Leung, Associate, will serve as a Working Associate on this engagement. Mr. Leung is a member of the Firm's Banking & Finance practice group and will be responsible for supporting analysis, research, and ancillary workstreams as directed by Mr. Fairchild and Ms. Dempsey. Mr. Leung's work will include, among other tasks, research on Delaware corporate law issues, analysis of SEC filings, and assistance with document preparation.

2.5 Additional Staffing

The Firm may, from time to time, assign additional attorneys, paralegals, or support staff to the engagement as reasonably necessary to provide the legal services described herein in a timely and effective manner. The Client will be notified in advance of any material changes to the staffing of the engagement, including the addition of any new partner or senior associate to the core engagement team.

Given the Delaware corporate law issues inherent in this matter, attorneys from the Firm's Wilmington, Delaware office, located at 1200 Market Street, Suite 3100, Wilmington, DE 19801, may be engaged as needed to provide advice on Delaware General Corporation Law, Court of Chancery procedural matters, and related subjects. The involvement of Wilmington-based attorneys will be coordinated through Mr. Fairchild.

3. FEES AND BILLING ARRANGEMENTS

3.1 Fee Structure

Fees for legal services rendered in connection with this engagement will be charged on an hourly basis at the Firm's then-current standard rates for attorneys and other timekeepers assigned to the matter. The Firm's current standard hourly rates applicable to this engagement are as follows:

Rates for paralegals and legal assistants are available upon request and are generally in the range of $350 to $475 per hour, depending on experience and seniority.

The Firm reserves the right to adjust its standard hourly rates on an annual basis, with such adjustments generally taking effect on January 1 of each calendar year. The Client will be provided with at least thirty (30) days' prior written notice of any rate adjustment applicable to this engagement. Unless the Client objects in writing within fifteen (15) days of receiving such notice, the adjusted rates will be deemed accepted and will apply to services rendered on and after the effective date of the adjustment.

The total fees incurred will depend on a number of factors that are difficult to predict at the outset of the engagement, including the scope and intensity of the Activist Parties' campaign, the extent to which settlement discussions are pursued, and whether a proxy contest is ultimately commenced. We are happy to discuss budgeting and fee estimates on an ongoing basis and will endeavor to keep the Client informed of the status of accrued fees.

3.2 Retainer. Upon execution of this engagement letter, the Client shall remit a retainer in the amount of $150,000 (One Hundred Fifty Thousand Dollars) to Calderwood & Harkness LLP. Wire transfer instructions for the remittance of the retainer are enclosed with this letter.

The retainer will be deposited into and held in the Firm's client trust account (IOLTA account) in accordance with the Nevada Rules of Professional Conduct and all other applicable rules governing the handling of client funds. The retainer will remain the property of the Client until applied against fees and expenses as described below.

The retainer will not be applied against invoices as they are rendered during the course of the engagement. Rather, the retainer will be held in trust and applied against the final invoice or invoices rendered upon the conclusion or termination of the engagement. In the event that the retainer exceeds the amount of the final invoice(s), the unused portion will be refunded promptly to the Client, and in no event later than thirty (30) days following the issuance of the final invoice.

3.3 Expenses and Disbursements

In addition to professional fees, the Client will be responsible for the reimbursement of all reasonable and necessary out-of-pocket expenses and disbursements incurred by the Firm in connection with the engagement. Such expenses include, but are not limited to, the following:

(a) Travel costs, including airfare, ground transportation, lodging, and meals incurred in connection with travel necessary for the representation;

(b) Court filing fees, SEC filing fees, and other governmental charges;

(d) Document reproduction, scanning, and printing costs;

(e) Charges for computerized legal research services and databases, including Westmark Data Systems, Cascade Services Inc., Glenrock Software, and similar platforms;

(f) Long-distance telephone and videoconference charges;

(g) Overtime charges for support staff (secretarial, word processing, and other administrative personnel) when such overtime is required to meet urgent deadlines in connection with the engagement; and

(h) Other costs and disbursements reasonably incurred in providing the legal services described herein.

With respect to air travel, the Firm's policy is to book coach or economy class tickets for flights with a scheduled duration of less than four (4) hours and business class tickets for flights with a scheduled duration of four (4) hours or more, unless the Client otherwise agrees or instructs in writing.

Any individual expense item expected to exceed $10,000 will be submitted to the Client's General Counsel for pre-approval before it is incurred. The Firm will use commercially reasonable efforts to identify such expenses in advance and to obtain the Client's approval in a timely manner so as not to delay the progress of the engagement.

3.4 Invoicing and Payment

The Firm will render invoices on a monthly basis. Each invoice will itemize professional fees by timekeeper, including a description of the services performed by each timekeeper on each date, together with a separate schedule of disbursements incurred during the applicable billing period. Invoices will be transmitted electronically to the Client's General Counsel or such other person as the Client may designate.

Invoices are due and payable within thirty (30) days of the date of the invoice. Payments should be made by wire transfer or check to the account designated on the invoice. The Firm reserves the right to charge interest on past-due amounts at the rate of 1.0% per month (or the maximum rate permitted by applicable law, whichever is less), commencing on the thirty-first (31st) day after the date of the invoice.

Any questions regarding an invoice should be directed to Angela Fontaine, Billing Partner, at the contact information provided in Section 2.2 above. In the event of a dispute regarding any invoice or any portion thereof, the Client shall promptly notify the Firm in writing, specifying the nature and basis of the dispute in reasonable detail. The undisputed portion of any invoice shall remain due and payable in accordance with the terms set forth herein, and the parties shall work in good faith to resolve the disputed amount.

4. CLIENT IDENTIFICATION AND CONFLICTS

4.1 Client Identity

The Client for purposes of this engagement is Redstone Gaming Corp. and Redstone Gaming Corp. only. The Firm does not, by virtue of this engagement, represent any individual director, officer, employee, or agent of RGC in his or her personal or individual capacity. Any such representation would require a separate engagement letter executed by the Firm and the individual to be represented. Similarly, the Firm does not represent any subsidiary, parent, affiliate, or related entity of RGC unless the parties separately agree in writing to expand the scope of the client relationship to include any such entity.

We emphasize this point because, in the course of an activist campaign, the interests of the Company as an entity may, in certain circumstances, diverge from the personal interests of individual directors or officers. Should any such divergence arise, we will promptly advise the Client, and any affected individual director or officer should be advised to consult with independent personal counsel.

4.2 Conflicts of Interest

Prior to accepting this engagement, the Firm conducted a comprehensive conflicts check with respect to Redstone Gaming Corp., Pinnacle Harbor Capital Partners, LP, Pinnacle Harbor Capital Management, LLC, and the following individuals identified in connection with this matter: Viktor S. Kessler, Nadia Johar, Dr. Sandra Trevelyan, and Hugh Desmond Grayson, as well as other parties and entities identified through information provided by the Client and publicly available sources.

Based on that review, the Firm has confirmed that it is free of any actual or potential conflict of interest that would preclude it from undertaking this engagement under the applicable rules of professional conduct. A separate Conflicts Clearance Memorandum, dated November 14, 2022, has been prepared and is maintained in the Firm's records.

The Client acknowledges and agrees that Calderwood & Harkness is a large, multi-office law firm with a diverse client base. The Firm may currently represent, or may in the future represent, other clients whose commercial or business interests may differ from or be adverse to those of RGC in matters that are wholly unrelated to this engagement. The Client consents to such current and future representations, provided that they are not directly adverse to RGC in connection with the specific matter that is the subject of this engagement. If a conflict arises that cannot be resolved through informed written consent or other means permitted by the applicable rules of professional conduct, the Firm will promptly notify the Client and take appropriate action, which may include withdrawal from the engagement as provided in Section 7.2 below.

5. CONFIDENTIALITY AND PRIVILEGE

All communications between Calderwood & Harkness and the Client, including its directors, officers, employees, and authorized representatives, in connection with this engagement are intended to be protected by the attorney-client privilege and/or the work product doctrine to the fullest extent permitted by applicable law. The Firm will treat all information received from the Client as confidential and will take reasonable measures to safeguard such information.

The Client agrees to take reasonable steps to preserve the confidentiality of privileged communications, including limiting the distribution of legal memoranda, correspondence, and other privileged materials to those individuals within the organization who have a legitimate need to know. The Client further agrees to clearly mark privileged communications as "Attorney-Client Privileged" or "Attorney Work Product" where appropriate, and to consult with the Firm before disclosing any privileged communication to a third party.

The Firm will not disclose confidential information of the Client to any third party except as authorized by the Client, as necessary to carry out the purposes of this engagement, or as required by law or the applicable rules of professional conduct.

In the course of this engagement, the Firm will need to coordinate closely with the Client's other advisors, including Calloway Pinnacle Trust Bank (financial advisor), Whitfield Morrow Partners, LLC (proxy solicitor), and Harlan Ridge Communications, LLC (investor relations advisor). Information shared with such advisors in connection with the development of a coordinated defense strategy will be shared on a need-to-know basis and, where appropriate, subject to common-interest privilege arrangements or joint-defense agreements. The Firm will advise the Client on the advisability and structuring of any such arrangements to preserve applicable privileges to the greatest extent possible.

6. DOCUMENT RETENTION

During the pendency of the engagement, the Firm will maintain files related to the matter, including both physical and electronic files, in accordance with the Firm's standard document retention and information security policies. The Firm employs commercially reasonable administrative, technical, and physical safeguards to protect the confidentiality and integrity of client files and information.

Upon the conclusion of the engagement, whether by completion, termination, or withdrawal, the Firm will retain the matter files for a period consistent with its internal retention policy, which generally provides for the retention of closed matter files for a period of seven (7) years from the date the matter is formally closed or moved to dormant status. Following the expiration of the applicable retention period, the Firm may destroy the files in accordance with its standard procedures, unless the Client has provided written instructions to the contrary.

Client documents and property in the Firm's possession will be returned to the Client promptly upon written request at any time during or after the engagement. The Firm may retain copies of such documents for its own files, subject to its confidentiality obligations.

7. TERMINATION

7.1 Termination by Client

The Client may terminate this engagement at any time and for any reason by providing written notice to the Firm, directed to Douglas Fairchild at the address set forth on the first page of this letter or by electronic mail to dfairchild@calderwoodharkness.com. Termination will be effective upon the Firm's receipt of such written notice.

Upon termination by the Client, the Client shall remain responsible for the payment of all fees for professional services rendered and expenses incurred through the effective date of termination, in accordance with the terms set forth in Section 3 of this letter.

7.2 Termination by Firm

The Firm may withdraw from the engagement upon reasonable prior written notice to the Client and for good cause, subject to the applicable rules of professional conduct governing attorney withdrawal and any necessary approval of a court or tribunal with jurisdiction over the matter. Good cause for withdrawal includes, without limitation: (a) the Client's failure to pay fees or expenses when due and payable; (b) the Client's failure to cooperate with the Firm or to provide information, documents, or instructions reasonably necessary for the Firm to perform its services; (c) the emergence of a conflict of interest that cannot be resolved through informed written consent or other permissible means; (d) the Client's insistence on a course of action that the Firm reasonably believes to be unlawful, unethical, or contrary to applicable rules of professional conduct; or (e) other circumstances that would make the Firm's continued representation unreasonable or impracticable.

7.3 Obligations Upon Termination

Upon the termination of this engagement by either party or the Firm's withdrawal, the Firm will take reasonable steps to protect the Client's interests, including providing reasonable advance notice of the effective date of termination or withdrawal, cooperating in the orderly transition of the matter to successor counsel designated by the Client, and making the Client's files and documents available for transfer. The Firm will also provide the Client with a final accounting of all fees and expenses incurred.

Upon termination or withdrawal, the retainer of $150,000 described in Section 3.2 will be applied against all outstanding fees and expenses, and any excess will be refunded to the Client promptly, and in no event later than thirty (30) days following the issuance of the Firm's final invoice for the engagement.

8. GOVERNING LAW AND DISPUTE RESOLUTION

This engagement letter and the relationship between the Firm and the Client shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict-of-laws principles, except to the extent that such laws are preempted or superseded by the rules of professional conduct governing the Firm's practice, including the Nevada Rules of Professional Conduct.

Any dispute, controversy, or claim arising out of or relating to this engagement letter, the Firm's services, or the attorney-client relationship between the parties, including any claims for breach of contract, professional negligence, or breach of fiduciary duty, shall be submitted to final and binding arbitration administered in Clark County, Nevada, under the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted before a single arbitrator mutually agreed upon by the parties or, failing agreement within thirty (30) days of demand, appointed by the American Arbitration Association. The arbitrator's award shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with the arbitration, unless the arbitrator determines otherwise. Notwithstanding the foregoing, either party may seek provisional or injunctive relief from a court of competent jurisdiction to the extent necessary to preserve the status quo or prevent irreparable harm pending the outcome of arbitration.

9. GENERAL PROVISIONS

9.1 Entire Agreement

This engagement letter constitutes the entire agreement between Calderwood & Harkness LLP and Redstone Gaming Corp. with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, understandings, representations, and agreements, whether oral or written, relating to the engagement. No statement, representation, warranty, or agreement not expressly set forth in this letter shall be binding on either party.

9.2 Amendments. This engagement letter may not be amended, modified, supplemented, or waived except by a written instrument duly executed by an authorized representative of each party. No course of dealing between the parties and no delay or failure by either party in exercising any right or remedy under this letter shall operate as a waiver of any such right or remedy or any other right or remedy.

9.3 No Guarantee of Outcome

The Client acknowledges that the Firm has made no guarantee, warranty, or representation regarding the outcome of the matters that are the subject of this engagement. Legal representation involves inherent uncertainties, and the outcome of any legal matter depends on many factors beyond the control of any attorney or law firm. Past results obtained by Calderwood & Harkness on behalf of other clients do not guarantee or predict a similar outcome in this or any other matter.

9.4 Cooperation. The Client agrees to cooperate fully with the Firm throughout the duration of the engagement. Such cooperation includes, without limitation, providing timely access to relevant documents, records, data, and information in the Client's possession or control; making the Client's directors, officers, employees, and agents available for consultations as reasonably necessary; and responding promptly to requests for decisions, approvals, and instructions. The Client understands that the quality and timeliness of the Firm's legal services depend in significant part on the Client's cooperation, and that the failure to cooperate may impair the Firm's ability to represent the Client effectively.

10. ACCEPTANCE AND EXECUTION

10.1 Acknowledgment. We respectfully request that the Client indicate its acceptance of the terms and conditions set forth in this engagement letter by executing the acknowledgment below and returning one fully executed copy of this letter, together with the retainer payment of $150,000 (One Hundred Fifty Thousand Dollars), to Douglas Fairchild at the address set forth on the first page of this letter, or by electronic mail to dfairchild@calderwoodharkness.com. Wire transfer instructions for the retainer are enclosed herewith.

If we do not receive a fully executed copy of this letter and the retainer payment within fifteen (15) calendar days of the date of this letter, the Firm will assume that the engagement has not been confirmed and will close its preliminary file for this matter. This letter may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this letter by facsimile or electronic transmission (including in PDF or similar format) shall be effective as delivery of a manually executed counterpart.

10.2 Signature blocks

We are grateful for the opportunity to serve Redstone Gaming Corp. in this important matter and look forward to a productive working relationship. Please do not hesitate to contact me if you have any questions regarding this letter or any aspect of the engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Douglas Fairchild, Partner Responsible Partner

Date: ________

ACKNOWLEDGED AND AGREED:

REDSTONE GAMING CORP.

By: ________

Name: Patricia "Trish" Nakamura

Title: General Counsel & Corporate Secretary

Date: November _, 2022

Enclosure: Wire transfer instructions for retainer payment

cc: Diane K. Sheridan, Board Chair, Redstone Gaming Corp. cc: Gerald R. Whitmore, Chief Executive Officer, Redstone Gaming Corp. cc: Angela Fontaine, Billing Partner, Calderwood & Harkness LLP

Timekeeper Category	Hourly Rate
Partners	$1,450
Senior Associates	$1,050
Associates	$850

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
CALDERWOOD & HARKNESS LLP Attorneys at Law
3960 Howard Hughes Parkway Suite 1400 Las Vegas, NV 89169
Telephone: (702) 555-8400 Facsimile: (702) 555-8401 www.calderwoodharkness.com
November 15, 2022
VIA HAND DELIVERY AND ELECTRONIC MAIL
Patricia "Trish" Nakamura, Esq. General Counsel & Corporate Secretary Redstone Gaming Corp. 8700 Las Vegas Boulevard South, Suite 2200 Las Vegas, NV 89123
Re: Engagement of Calderwood & Harkness LLP by Redstone Gaming Corp. Matter Number: 1033-00003 Defense Against Activist Board-Seat Campaign by Pinnacle Harbor Capital Partners, LP
Dear Ms. Nakamura:
We very much appreciate the confidence that you, the Board of Directors, and the executive leadership of Redstone Gaming Corp. have placed in Calderwood & Harkness LLP by selecting our firm for this engagement. We look forward to working closely with you and your team during what we understand to be a critical period for the Company.
This letter confirms that Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," or "we") has been retained by Redstone Gaming Corp., a Delaware corporation (the "Client," "RGC," or the "Company"), in connection with the matters more fully described herein. We understand that the Board of Directors of Redstone Gaming Corp. adopted a resolution on November 14, 2022, authorizing the engagement of outside counsel for the purposes set forth below. This letter sets forth the terms and conditions governing our engagement and the attorney-client relationship between Calderwood & Harkness and the Client. We ask that you review these terms carefully and, if they are acceptable, execute and return a copy of this letter as provided in Section 10 below.
1. SCOPE OF ENGAGEMENT
1.1 Description of the Matter
Calderwood & Harkness has been retained to represent Redstone Gaming Corp. in connection with the defense against a board-seat campaign and related activist activities initiated by Pinnacle Harbor Capital Partners, LP, a Delaware limited partnership ("Pinnacle Harbor" or "PHCP"), together with its general partner, Pinnacle Harbor Capital Management, LLC, a Delaware limited liability company, and their respective affiliates, principals, and representatives (collectively, the "Activist Parties").
As we understand the current facts, Pinnacle Harbor has accumulated a position of approximately 6.8% of RGC's outstanding shares of common stock, representing approximately 7,119,600 shares of the 104,700,000 shares of common stock currently outstanding. RGC's common stock is listed on The Nasdaq Stock Market LLC under the ticker symbol "RGC."
On November 10, 2022, Pinnacle Harbor filed a preliminary Schedule 13D with the United States Securities and Exchange Commission (the "SEC"), publicly disclosing its activist intent with respect to the Company. Prior to that public filing, by a private demand letter dated October 28, 2022, addressed to Board Chair Diane K. Sheridan, Pinnacle Harbor set forth three principal demands: (i) the appointment of two Pinnacle Harbor-designated nominees to the RGC Board of Directors; (ii) a formal strategic review of the Company's interactive gaming division, including an evaluation of a potential sale or spin-off of that division; and (iii) the return of $300 million to shareholders through a special dividend or an accelerated share repurchase program.
The engagement encompasses all aspects of the Company's response to the foregoing demands and related activism, as further described below.
1.2 Specific Services
In connection with the matter described above, the Firm expects to provide the following legal services, among others:
(a) Board and Special Committee Advisory Services. Advising the Board of Directors and the Special Committee of the Board (currently composed of James "Jim" Delacroix, serving as Chair, Carmen Vasquez, and Randall Morse) on response strategy with respect to the Activist Parties' demands, including the evaluation of available courses of action, recommended timelines, and the fiduciary duties of the directors in the context of an activist campaign.
(b) Corporate Governance Document Review. Reviewing and analyzing the Company's Amended & Restated Certificate of Incorporation (Delaware Secretary of State File No. 5734821) and Amended & Restated Bylaws (as last amended on September 12, 2021), with particular focus on the advance-notice provisions set forth in Article II, Section 2.11 of the Bylaws and other defensive provisions contained therein, to assess the procedural protections available to the Company and the Board.
(c) SEC Filing Analysis. Analyzing Pinnacle Harbor's Schedule 13D filings and any amendments thereto, as well as monitoring the Activist Parties' ongoing SEC disclosure obligations under Sections 13(d) and 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
(d) Defensive Measures. Evaluating potential defensive measures available to the Company, including the adoption or amendment of a stockholder rights plan (commonly referred to as a "poison pill"), and advising the Board and the Special Committee on the advantages, disadvantages, legal risks, and market implications of each such measure.
(e) Nomination Notice Analysis. Analyzing any director nomination notices submitted by the Activist Parties or their designees for procedural and substantive compliance with the Company's governing documents and applicable law, including Delaware General Corporation Law and applicable SEC rules and regulations.
(f) Coordination with Other Advisors. Coordinating with the Company's financial advisor, Calloway Pinnacle Trust Bank (contact: Thomas V. Ashford, Managing Director), its proxy solicitor, Whitfield Morrow Partners, LLC (contact: Denise Cavanaugh, Senior Vice President), and its investor relations advisor, Harlan Ridge Communications, LLC (contact: Philip Navarette, Partner), to ensure a cohesive and legally sound strategy across all advisory workstreams.
(g) Settlement and Cooperation. Advising the Company on the potential merits, risks, and structuring of settlement or cooperation arrangements with the Activist Parties, including the negotiation of standstill, confidentiality, and board representation provisions.
(h) Definitive Agreements. Preparing, reviewing, and negotiating definitive agreements with the Activist Parties, including any cooperation and standstill agreement and related ancillary documentation.
(i) SEC Disclosure Obligations. Advising the Company on its own SEC disclosure obligations arising from or related to the activist campaign, including the preparation or review of Current Reports on Form 8-K and proxy statement considerations under Regulation 14A.
(j) Corporate Actions and Communications. Assisting with the preparation of board resolutions, committee resolutions, press releases, and shareholder communications related to the Company's response to the Activist Parties' campaign.
(k) Proxy Contest Defense. Providing proxy contest defense counsel services, including advice on solicitation strategy, proxy statement preparation, and compliance with SEC proxy rules, in the event that the Activist Parties initiate a formal proxy contest for board seats at the Company's 2023 annual meeting of stockholders or at any special meeting.
(l) Other Related Services. Providing such other legal services as may be reasonably requested by the Client in connection with the foregoing matters.
1.3 Limitations on Scope
The engagement described in this letter is limited to the matters set forth above. Any expansion of the scope of this engagement—including, without limitation, the addition of new matters, new parties, or new subject areas—will require a separate written agreement between the Firm and the Client, which may take the form of a supplemental engagement letter or an amendment to this letter.
This engagement does not include the representation of the Client in any litigation, arbitration, administrative proceeding, or regulatory investigation or enforcement action that may arise out of or in connection with the Activist Parties' campaign or any related circumstance, unless Calderwood & Harkness and the Client separately agree in writing to such representation, including the terms and conditions applicable thereto.
Calderwood & Harkness does not render tax, accounting, or financial advisory services. The Client should continue to look to its independent registered public accounting firm, Kettering Marsh & Associates LLP, and its financial advisor, Calloway Pinnacle Trust Bank, for such services. Nothing in the legal advice provided by the Firm should be construed as tax, accounting, or financial advice.
Additionally, Calderwood & Harkness is not serving as the Company's registered agent, statutory agent, or agent for service of process in any jurisdiction in connection with this engagement.
2. STAFFING
2.1 Responsible Partner
Douglas Fairchild, Partner, will serve as the Responsible Partner for this engagement. Mr. Fairchild is based in the Firm's Las Vegas office and is a member of the Real Estate practice group, with extensive experience advising gaming and hospitality companies on corporate governance and shareholder activism matters. Mr. Fairchild will be responsible for overall supervision of the engagement and management of the client relationship. He will serve as the primary point of contact for the Company and should be contacted with any questions, concerns, or instructions regarding the engagement. Mr. Fairchild may be reached at (702) 555-8412 or dfairchild@calderwoodharkness.com.
2.2 Billing Partner
Angela Fontaine, Partner, will serve as the Billing Partner for this engagement. Ms. Fontaine is also based in the Firm's Las Vegas office and is a member of the Real Estate practice group. She will be responsible for billing administration, invoice review, and ensuring that all billing practices comply with the terms of this engagement letter and any applicable billing guidelines provided by the Client. Questions regarding invoices or billing matters should be directed to Ms. Fontaine at (702) 555-8419 or afontaine@calderwoodharkness.com.
2.3 Lead Associate
Claire Dempsey, Associate, will serve as the Lead Associate on this engagement. Ms. Dempsey is a member of the Firm's Capital Markets practice group and will be responsible for day-to-day legal analysis, the preparation of legal memoranda and research materials, and the drafting and review of documents in connection with the engagement. Ms. Dempsey will work under the direct supervision of Mr. Fairchild and will be available to coordinate with your in-house legal team on an ongoing basis.
2.4 Working Associate
Marcus Leung, Associate, will serve as a Working Associate on this engagement. Mr. Leung is a member of the Firm's Banking & Finance practice group and will be responsible for supporting analysis, research, and ancillary workstreams as directed by Mr. Fairchild and Ms. Dempsey. Mr. Leung's work will include, among other tasks, research on Delaware corporate law issues, analysis of SEC filings, and assistance with document preparation.
2.5 Additional Staffing
The Firm may, from time to time, assign additional attorneys, paralegals, or support staff to the engagement as reasonably necessary to provide the legal services described herein in a timely and effective manner. The Client will be notified in advance of any material changes to the staffing of the engagement, including the addition of any new partner or senior associate to the core engagement team.
Given the Delaware corporate law issues inherent in this matter, attorneys from the Firm's Wilmington, Delaware office, located at 1200 Market Street, Suite 3100, Wilmington, DE 19801, may be engaged as needed to provide advice on Delaware General Corporation Law, Court of Chancery procedural matters, and related subjects. The involvement of Wilmington-based attorneys will be coordinated through Mr. Fairchild.
3. FEES AND BILLING ARRANGEMENTS
3.1 Fee Structure
Fees for legal services rendered in connection with this engagement will be charged on an hourly basis at the Firm's then-current standard rates for attorneys and other timekeepers assigned to the matter. The Firm's current standard hourly rates applicable to this engagement are as follows:
Rates for paralegals and legal assistants are available upon request and are generally in the range of $350 to $475 per hour, depending on experience and seniority.
The Firm reserves the right to adjust its standard hourly rates on an annual basis, with such adjustments generally taking effect on January 1 of each calendar year. The Client will be provided with at least thirty (30) days' prior written notice of any rate adjustment applicable to this engagement. Unless the Client objects in writing within fifteen (15) days of receiving such notice, the adjusted rates will be deemed accepted and will apply to services rendered on and after the effective date of the adjustment.
The total fees incurred will depend on a number of factors that are difficult to predict at the outset of the engagement, including the scope and intensity of the Activist Parties' campaign, the extent to which settlement discussions are pursued, and whether a proxy contest is ultimately commenced. We are happy to discuss budgeting and fee estimates on an ongoing basis and will endeavor to keep the Client informed of the status of accrued fees.
3.2 Retainer.  Upon execution of this engagement letter, the Client shall remit a retainer in the amount of $150,000 (One Hundred Fifty Thousand Dollars) to Calderwood & Harkness LLP. Wire transfer instructions for the remittance of the retainer are enclosed with this letter.
The retainer will be deposited into and held in the Firm's client trust account (IOLTA account) in accordance with the Nevada Rules of Professional Conduct and all other applicable rules governing the handling of client funds. The retainer will remain the property of the Client until applied against fees and expenses as described below.
The retainer will not be applied against invoices as they are rendered during the course of the engagement. Rather, the retainer will be held in trust and applied against the final invoice or invoices rendered upon the conclusion or termination of the engagement. In the event that the retainer exceeds the amount of the final invoice(s), the unused portion will be refunded promptly to the Client, and in no event later than thirty (30) days following the issuance of the final invoice.
3.3 Expenses and Disbursements
In addition to professional fees, the Client will be responsible for the reimbursement of all reasonable and necessary out-of-pocket expenses and disbursements incurred by the Firm in connection with the engagement. Such expenses include, but are not limited to, the following:
(a) Travel costs, including airfare, ground transportation, lodging, and meals incurred in connection with travel necessary for the representation;
(b) Court filing fees, SEC filing fees, and other governmental charges;
(c) Courier, delivery, and overnight shipping charges;
(d) Document reproduction, scanning, and printing costs;
(e) Charges for computerized legal research services and databases, including Westmark Data Systems, Cascade Services Inc., Glenrock Software, and similar platforms;
(f) Long-distance telephone and videoconference charges;
(g) Overtime charges for support staff (secretarial, word processing, and other administrative personnel) when such overtime is required to meet urgent deadlines in connection with the engagement; and
(h) Other costs and disbursements reasonably incurred in providing the legal services described herein.
With respect to air travel, the Firm's policy is to book coach or economy class tickets for flights with a scheduled duration of less than four (4) hours and business class tickets for flights with a scheduled duration of four (4) hours or more, unless the Client otherwise agrees or instructs in writing.
Any individual expense item expected to exceed $10,000 will be submitted to the Client's General Counsel for pre-approval before it is incurred. The Firm will use commercially reasonable efforts to identify such expenses in advance and to obtain the Client's approval in a timely manner so as not to delay the progress of the engagement.
3.4 Invoicing and Payment
The Firm will render invoices on a monthly basis. Each invoice will itemize professional fees by timekeeper, including a description of the services performed by each timekeeper on each date, together with a separate schedule of disbursements incurred during the applicable billing period. Invoices will be transmitted electronically to the Client's General Counsel or such other person as the Client may designate.
Invoices are due and payable within thirty (30) days of the date of the invoice. Payments should be made by wire transfer or check to the account designated on the invoice. The Firm reserves the right to charge interest on past-due amounts at the rate of 1.0% per month (or the maximum rate permitted by applicable law, whichever is less), commencing on the thirty-first (31st) day after the date of the invoice.
Any questions regarding an invoice should be directed to Angela Fontaine, Billing Partner, at the contact information provided in Section 2.2 above. In the event of a dispute regarding any invoice or any portion thereof, the Client shall promptly notify the Firm in writing, specifying the nature and basis of the dispute in reasonable detail. The undisputed portion of any invoice shall remain due and payable in accordance with the terms set forth herein, and the parties shall work in good faith to resolve the disputed amount.
4. CLIENT IDENTIFICATION AND CONFLICTS
4.1 Client Identity
The Client for purposes of this engagement is Redstone Gaming Corp. and Redstone Gaming Corp. only. The Firm does not, by virtue of this engagement, represent any individual director, officer, employee, or agent of RGC in his or her personal or individual capacity. Any such representation would require a separate engagement letter executed by the Firm and the individual to be represented. Similarly, the Firm does not represent any subsidiary, parent, affiliate, or related entity of RGC unless the parties separately agree in writing to expand the scope of the client relationship to include any such entity.
We emphasize this point because, in the course of an activist campaign, the interests of the Company as an entity may, in certain circumstances, diverge from the personal interests of individual directors or officers. Should any such divergence arise, we will promptly advise the Client, and any affected individual director or officer should be advised to consult with independent personal counsel.
4.2 Conflicts of Interest
Prior to accepting this engagement, the Firm conducted a comprehensive conflicts check with respect to Redstone Gaming Corp., Pinnacle Harbor Capital Partners, LP, Pinnacle Harbor Capital Management, LLC, and the following individuals identified in connection with this matter: Viktor S. Kessler, Nadia Johar, Dr. Sandra Trevelyan, and Hugh Desmond Grayson, as well as other parties and entities identified through information provided by the Client and publicly available sources.
Based on that review, the Firm has confirmed that it is free of any actual or potential conflict of interest that would preclude it from undertaking this engagement under the applicable rules of professional conduct. A separate Conflicts Clearance Memorandum, dated November 14, 2022, has been prepared and is maintained in the Firm's records.
The Client acknowledges and agrees that Calderwood & Harkness is a large, multi-office law firm with a diverse client base. The Firm may currently represent, or may in the future represent, other clients whose commercial or business interests may differ from or be adverse to those of RGC in matters that are wholly unrelated to this engagement. The Client consents to such current and future representations, provided that they are not directly adverse to RGC in connection with the specific matter that is the subject of this engagement. If a conflict arises that cannot be resolved through informed written consent or other means permitted by the applicable rules of professional conduct, the Firm will promptly notify the Client and take appropriate action, which may include withdrawal from the engagement as provided in Section 7.2 below.
5. CONFIDENTIALITY AND PRIVILEGE
All communications between Calderwood & Harkness and the Client, including its directors, officers, employees, and authorized representatives, in connection with this engagement are intended to be protected by the attorney-client privilege and/or the work product doctrine to the fullest extent permitted by applicable law. The Firm will treat all information received from the Client as confidential and will take reasonable measures to safeguard such information.
The Client agrees to take reasonable steps to preserve the confidentiality of privileged communications, including limiting the distribution of legal memoranda, correspondence, and other privileged materials to those individuals within the organization who have a legitimate need to know. The Client further agrees to clearly mark privileged communications as "Attorney-Client Privileged" or "Attorney Work Product" where appropriate, and to consult with the Firm before disclosing any privileged communication to a third party.
The Firm will not disclose confidential information of the Client to any third party except as authorized by the Client, as necessary to carry out the purposes of this engagement, or as required by law or the applicable rules of professional conduct.
In the course of this engagement, the Firm will need to coordinate closely with the Client's other advisors, including Calloway Pinnacle Trust Bank (financial advisor), Whitfield Morrow Partners, LLC (proxy solicitor), and Harlan Ridge Communications, LLC (investor relations advisor). Information shared with such advisors in connection with the development of a coordinated defense strategy will be shared on a need-to-know basis and, where appropriate, subject to common-interest privilege arrangements or joint-defense agreements. The Firm will advise the Client on the advisability and structuring of any such arrangements to preserve applicable privileges to the greatest extent possible.
6. DOCUMENT RETENTION
During the pendency of the engagement, the Firm will maintain files related to the matter, including both physical and electronic files, in accordance with the Firm's standard document retention and information security policies. The Firm employs commercially reasonable administrative, technical, and physical safeguards to protect the confidentiality and integrity of client files and information.
Upon the conclusion of the engagement, whether by completion, termination, or withdrawal, the Firm will retain the matter files for a period consistent with its internal retention policy, which generally provides for the retention of closed matter files for a period of seven (7) years from the date the matter is formally closed or moved to dormant status. Following the expiration of the applicable retention period, the Firm may destroy the files in accordance with its standard procedures, unless the Client has provided written instructions to the contrary.
Client documents and property in the Firm's possession will be returned to the Client promptly upon written request at any time during or after the engagement. The Firm may retain copies of such documents for its own files, subject to its confidentiality obligations.
7. TERMINATION
7.1 Termination by Client
The Client may terminate this engagement at any time and for any reason by providing written notice to the Firm, directed to Douglas Fairchild at the address set forth on the first page of this letter or by electronic mail to dfairchild@calderwoodharkness.com. Termination will be effective upon the Firm's receipt of such written notice.
Upon termination by the Client, the Client shall remain responsible for the payment of all fees for professional services rendered and expenses incurred through the effective date of termination, in accordance with the terms set forth in Section 3 of this letter.
7.2 Termination by Firm
The Firm may withdraw from the engagement upon reasonable prior written notice to the Client and for good cause, subject to the applicable rules of professional conduct governing attorney withdrawal and any necessary approval of a court or tribunal with jurisdiction over the matter. Good cause for withdrawal includes, without limitation: (a) the Client's failure to pay fees or expenses when due and payable; (b) the Client's failure to cooperate with the Firm or to provide information, documents, or instructions reasonably necessary for the Firm to perform its services; (c) the emergence of a conflict of interest that cannot be resolved through informed written consent or other permissible means; (d) the Client's insistence on a course of action that the Firm reasonably believes to be unlawful, unethical, or contrary to applicable rules of professional conduct; or (e) other circumstances that would make the Firm's continued representation unreasonable or impracticable.
7.3 Obligations Upon Termination
Upon the termination of this engagement by either party or the Firm's withdrawal, the Firm will take reasonable steps to protect the Client's interests, including providing reasonable advance notice of the effective date of termination or withdrawal, cooperating in the orderly transition of the matter to successor counsel designated by the Client, and making the Client's files and documents available for transfer. The Firm will also provide the Client with a final accounting of all fees and expenses incurred.
Upon termination or withdrawal, the retainer of $150,000 described in Section 3.2 will be applied against all outstanding fees and expenses, and any excess will be refunded to the Client promptly, and in no event later than thirty (30) days following the issuance of the Firm's final invoice for the engagement.
8. GOVERNING LAW AND DISPUTE RESOLUTION
This engagement letter and the relationship between the Firm and the Client shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict-of-laws principles, except to the extent that such laws are preempted or superseded by the rules of professional conduct governing the Firm's practice, including the Nevada Rules of Professional Conduct.
Any dispute, controversy, or claim arising out of or relating to this engagement letter, the Firm's services, or the attorney-client relationship between the parties, including any claims for breach of contract, professional negligence, or breach of fiduciary duty, shall be submitted to final and binding arbitration administered in Clark County, Nevada, under the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted before a single arbitrator mutually agreed upon by the parties or, failing agreement within thirty (30) days of demand, appointed by the American Arbitration Association. The arbitrator's award shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with the arbitration, unless the arbitrator determines otherwise. Notwithstanding the foregoing, either party may seek provisional or injunctive relief from a court of competent jurisdiction to the extent necessary to preserve the status quo or prevent irreparable harm pending the outcome of arbitration.
9. GENERAL PROVISIONS
9.1 Entire Agreement
This engagement letter constitutes the entire agreement between Calderwood & Harkness LLP and Redstone Gaming Corp. with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, understandings, representations, and agreements, whether oral or written, relating to the engagement. No statement, representation, warranty, or agreement not expressly set forth in this letter shall be binding on either party.
9.2 Amendments.  This engagement letter may not be amended, modified, supplemented, or waived except by a written instrument duly executed by an authorized representative of each party. No course of dealing between the parties and no delay or failure by either party in exercising any right or remedy under this letter shall operate as a waiver of any such right or remedy or any other right or remedy.
9.3 No Guarantee of Outcome
The Client acknowledges that the Firm has made no guarantee, warranty, or representation regarding the outcome of the matters that are the subject of this engagement. Legal representation involves inherent uncertainties, and the outcome of any legal matter depends on many factors beyond the control of any attorney or law firm. Past results obtained by Calderwood & Harkness on behalf of other clients do not guarantee or predict a similar outcome in this or any other matter.
9.4 Cooperation.  The Client agrees to cooperate fully with the Firm throughout the duration of the engagement. Such cooperation includes, without limitation, providing timely access to relevant documents, records, data, and information in the Client's possession or control; making the Client's directors, officers, employees, and agents available for consultations as reasonably necessary; and responding promptly to requests for decisions, approvals, and instructions. The Client understands that the quality and timeliness of the Firm's legal services depend in significant part on the Client's cooperation, and that the failure to cooperate may impair the Firm's ability to represent the Client effectively.
10. ACCEPTANCE AND EXECUTION
10.1 Acknowledgment.  We respectfully request that the Client indicate its acceptance of the terms and conditions set forth in this engagement letter by executing the acknowledgment below and returning one fully executed copy of this letter, together with the retainer payment of $150,000 (One Hundred Fifty Thousand Dollars), to Douglas Fairchild at the address set forth on the first page of this letter, or by electronic mail to dfairchild@calderwoodharkness.com. Wire transfer instructions for the retainer are enclosed herewith.
If we do not receive a fully executed copy of this letter and the retainer payment within fifteen (15) calendar days of the date of this letter, the Firm will assume that the engagement has not been confirmed and will close its preliminary file for this matter. This letter may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this letter by facsimile or electronic transmission (including in PDF or similar format) shall be effective as delivery of a manually executed counterpart.
10.2 Signature blocks
We are grateful for the opportunity to serve Redstone Gaming Corp. in this important matter and look forward to a productive working relationship. Please do not hesitate to contact me if you have any questions regarding this letter or any aspect of the engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Douglas Fairchild, Partner Responsible Partner
Date: ________
ACKNOWLEDGED AND AGREED:
REDSTONE GAMING CORP.
By: ________
Name: Patricia "Trish" Nakamura
Title: General Counsel & Corporate Secretary
Date: November _, 2022
Enclosure: Wire transfer instructions for retainer payment
cc: Diane K. Sheridan, Board Chair, Redstone Gaming Corp. cc: Gerald R. Whitmore, Chief Executive Officer, Redstone Gaming Corp. cc: Angela Fontaine, Billing Partner, Calderwood & Harkness LLP
Timekeeper Category | Hourly Rate
Partners | $1,450
Senior Associates | $1,050
Associates | $850

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

VIA HAND DELIVERY AND ELECTRONIC MAIL

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

REDSTONE GAMING CORP.

Record

Parties

Dates

Amounts