1033-00006 · Redstone Gaming Corp · Discovery

expert-retention-letter-vostrikova.docx DOCUMENT Litigation

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CALDERWOOD & HARKNESS LLP Attorneys at Law

333 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 555-7400 Facsimile: (213) 555-7401 www.calderwoodharkness.com

July 1, 2024

VIA EMAIL AND Sundial Data Systems

Dr. Elena Vostrikova, Ph.D. Principal Meridian Forensic Economics LLC 1901 Avenue of the Stars, Suite 900 Los Angeles, California 90067

Re: Retention as Expert Consultant and Testifying Expert — Redstone Gaming Corp. v. Grizzly Peak Research LLC, et al., Case No. 24STCV-01892, Superior Court of California, County of Los Angeles

Dear Dr. Vostrikova:

1. Introduction and Purpose of Retention

This firm, Calderwood & Harkness LLP, represents Redstone Gaming Corp. ("RGC"), a Nevada corporation publicly traded on the Nasdaq Global Select Market under the ticker symbol RDGM, as plaintiff in the above-referenced trade libel action pending in the Superior Court of California, County of Los Angeles. RGC is a diversified gaming and media-entertainment company headquartered at 8800 Crimson Ridge Parkway, Suite 1200, Las Vegas, Nevada 89113. RGC owns and operates eleven casino-resort properties located across the states of Nevada, New Jersey, and Mississippi; licenses proprietary electronic gaming platforms to third-party casino operators in multiple domestic and international jurisdictions; operates an iGaming division marketed under the "Redstone Digital" brand; and maintains a media-entertainment production arm branded as "Crimson Studios," which produces original programming for both traditional and streaming distribution channels.

The purpose of this letter is to confirm the retention of you, Dr. Elena Vostrikova, and your firm, Meridian Forensic Economics LLC ("Meridian"), as plaintiff's damages expert in this matter, serving in both a consulting capacity and, as the case may require, a testifying capacity. Your engagement will encompass the full range of forensic-economic analyses necessary to quantify and present the damages sustained by RGC as a result of the defendants' tortious conduct, as more particularly described below. This engagement is subject to the terms and conditions set forth in this letter, and we respectfully ask that you review each section carefully before executing the countersignature block at the conclusion of this letter.

We have selected you and Meridian for this engagement based on your well-recognized expertise in forensic economics, securities-related damages analysis, and event-study methodology. Your prior testimony in complex commercial litigation matters, including your work involving short-seller campaigns and market-manipulation claims, makes your background uniquely well suited to the issues presented in this case.

2. Background of the Litigation

To place the scope of your engagement in context, we set forth below a summary of the relevant factual and procedural background of the litigation.

Procedural History. RGC filed its original complaint in this action on February 5, 2024. Following limited motion practice, RGC filed a First Amended Complaint on March 18, 2024, adding a cause of action for negligent misrepresentation. The matter is assigned to the Honorable Patricia Yamamoto, Department 53, of the Los Angeles Superior Court.

Defendants. The named defendants in this action are:

(a) Grizzly Peak Research LLC ("GPR"), a Delaware limited liability company with its principal office at 44 Maiden Lane, 7th Floor, San Francisco, California 94108. GPR is a self-described "independent equity research" firm that publishes reports on publicly traded companies and maintains an active social-media presence through which it disseminates its publications;

(b) Grizzly Peak Capital Partners LP ("GPCP"), a Delaware limited partnership with an estimated approximately $185 million in assets under management. GPCP is a hedge fund affiliated with GPR that trades in the securities of companies targeted by GPR's reports; and

(c) Tobias "Toby" Fenchurch, individually. Mr. Fenchurch is the Managing Member of GPR and is the sole managing member of Grizzly Peak Capital GP LLC, which serves as the general partner of GPCP. Mr. Fenchurch personally directed and oversaw the preparation and publication of the defamatory reports at issue in this action.

Ava Lin, a Senior Analyst at GPR, is identified in the First Amended Complaint as a co-author of the three defamatory reports described below. Ms. Lin is not currently a named defendant but may be added as a defendant depending on developments in discovery.

Defense Counsel. Defendants are represented by Caldwell, Tseng & Barrow LLP, 555 California Street, Suite 3100, San Francisco, California 94104. The lead defense partner is Raymond Caldwell; the senior associate handling day-to-day litigation activity is Natalie Orenstein.

Causes of Action. The First Amended Complaint asserts the following causes of action:

(1) Trade Libel (Cal. Civ. Code § 46(3));

(2) Intentional Interference with Prospective Economic Advantage;

(3) Unfair Business Practices (Cal. Bus. & Prof. Code § 17200); and

(4) Negligent Misrepresentation (added in the First Amended Complaint).

Anti-SLAPP Motion. On April 12, 2024, defendants filed a special motion to strike under California Code of Civil Procedure § 425.16 (the anti-SLAPP statute), arguing that the challenged publications constituted protected speech on a matter of public interest and that RGC could not demonstrate a probability of prevailing on its claims. On June 7, 2024, Judge Yamamoto denied the anti-SLAPP motion in its entirety, finding that while the publications touched upon a matter of public interest, RGC had presented sufficient evidence of actual malice — including evidence that defendants knew their factual assertions were false or acted with reckless disregard for their truth or falsity — to defeat the motion at the threshold stage. The court's ruling is significant for purposes of your analysis because it confirms that the case will proceed to discovery, and that the court has already found a sufficient evidentiary basis for RGC's contention that the publications were knowingly or recklessly false.

Current Status. The case is now entering the discovery phase. Written discovery has been served, and document productions are expected to begin in the coming weeks. Depositions are anticipated to commence in August 2024.

3. The Defamatory Publications

At the center of this litigation are three reports published by GPR in rapid succession in February 2024, each targeting RGC with sensationalized and, as the evidence will show, deliberately fabricated allegations of corporate fraud. The reports are as follows:

(a) Report 1: "House of Cards: Redstone Gaming's Manufactured Earnings" — published on February 7, 2024. This report is approximately 48 pages in length and purports to present evidence that RGC fabricated approximately $410 million in fiscal year 2023 revenue through fictitious intercompany transactions. The report includes charts, purported data analysis, and inflammatory rhetoric designed to create the impression of systemic earnings fraud at RGC.

(b) Report 2: "Rigged Reels: How Redstone's Slot Software Cheats the Regulators" — published on February 14, 2024. This report is approximately 36 pages in length and alleges that RGC manipulated the random-number-generator ("RNG") software embedded in its proprietary electronic gaming platforms to inflate payout statistics reported to the Nevada Gaming Control Board ("NGCB"). The report asserts that RGC's slot machines were deliberately programmed to yield different payout ratios during regulatory testing periods than during ordinary operation — an allegation that, if true, would constitute a serious violation of Nevada gaming law and could result in the revocation of RGC's gaming licenses.

(c) Report 3: "Double Down on Fraud: Redstone's Related-Party Shell Game" — published on February 21, 2024. This report is approximately 29 pages in length and alleges that RGC's Chief Executive Officer, Marcus J. Calloway, engaged in undisclosed related-party dealings with a purported shell entity identified in the report as "Vermilion Holdings LLC." The report claims that Mr. Calloway secretly controls Vermilion Holdings and that RGC funneled payments to that entity without proper disclosure, in violation of SEC reporting requirements and Nasdaq listing standards.

All three reports were published on GPR's website, grizzlypeakresearch.com, and were simultaneously distributed via GPR's social-media account @GrizzlyPeakRes, which had approximately 142,000 followers at the time of publication. Each report contained standard disclaimers in which GPR publicly disclosed that it held short positions in RDGM common stock and stood to profit from declines in the share price — a fact that is directly relevant to your analysis of GPR's and GPCP's trading profits.

Falsity of the Allegations. All three of the principal factual allegations set forth in the GPR reports have been independently investigated and found to be baseless:

(i) Revenue Fabrication Allegations (Report 1). Pinnacle Audit & Advisory LLP ("Pinnacle"), RGC's independent registered public accounting firm (engagement partner: Walter Ng, CPA), confirmed the accuracy of RGC's reported revenue figures following a supplemental review of the intercompany transactions identified in Report 1. Pinnacle issued clean, unqualified audit opinions on RGC's consolidated financial statements for fiscal years 2021, 2022, and 2023. There has been no restatement of any financial results.

(ii) RNG Manipulation Allegations (Report 2). The Nevada Gaming Control Board completed an independent RNG audit of RGC's electronic gaming platforms on March 29, 2024. The NGCB's audit cleared RGC entirely, confirming that RGC's RNG software operated in compliance with all applicable Nevada gaming regulations and that payout ratios were consistent across all testing and operational periods.

(iii) Related-Party Allegations (Report 3). An SEC informal inquiry into the related-party allegations was opened in March 2024. As of the date of this letter, that inquiry remains open. However, we note for completeness that the SEC subsequently closed the inquiry with no enforcement action on August 16, 2024. We will update you on this development as appropriate.

4. Stock-Price Impact and Financial Data for Analysis

As plaintiff's damages expert, you will be provided with detailed financial data regarding RGC and the impact of the defamatory publications on RGC's stock price and market capitalization. The following summary data will serve as a starting point for your analysis:

RGC Key Financial Data (FY 2023):

Stock-Price Decline Following the GPR Reports:

At the trough closing price of $72.80 per share on February 21, 2024, RGC's market capitalization stood at approximately $4.95 billion — a decline of approximately $1.85 billion, or approximately 27.2%, from the pre-publication market capitalization of approximately $6.8 billion. The aggregate market-capitalization loss at the trough, measured on a per-share basis, was $19.34 multiplied by 73,800,000 shares outstanding, or approximately $1.427 billion.

GPR/GPCP Short-Position Data:

GPR and/or its affiliated hedge fund, GPCP, held a short position in RDGM common stock at the time of publication of the reports. Based on information available to date, the short position comprised approximately 680,000 shares, representing a notional value at the pre-publication price of $92.14 per share of approximately $62.66 million. According to publicly available filings and trading data, GPR/GPCP closed its short position by mid-March 2024 at an estimated average covering price of approximately $72.80 per share. Based on these figures, the estimated gross profit on the short position is:

($92.14 − $72.80) × 680,000 shares ≈ $13.15 million

This estimate will need to be verified against brokerage records and trading data to be obtained through discovery, and a precise calculation of GPR/GPCP's actual profits will be a central component of your analysis.

5. Scope of Engagement

Your engagement will encompass the following principal areas of analysis, each of which is described in greater detail below.

5.1 Event-Study Analysis of RDGM Stock-Price Impact

We request that you conduct a rigorous event-study analysis to isolate the impact of GPR's three reports on the market price of RDGM common stock. Specifically, your analysis should:

(a) Remove market-wide and sector-specific noise — including the effects of general market movements and gaming-sector trends (i.e., market and sector beta effects) — to determine the component of the stock-price decline that is directly and specifically attributable to the false statements contained in the GPR reports;

(b) Identify and define appropriate event windows around each of the three publication dates (February 7, 14, and 21, 2024), taking into account the timing of publication, the dissemination of the reports via social media, and the development of trading volume and price movements on and following each event date;

(c) Select appropriate market and industry benchmarks for purposes of the event-study analysis, which may include, without limitation, broad market indices (e.g., S&P 500, Nasdaq Composite), gaming-sector indices or ETFs (e.g., Calderon Growth Partners), and a peer group of comparable publicly traded gaming companies; and

(d) Calculate the event-study-adjusted shareholder value loss attributable to each of the three publications, both individually and in the aggregate.

Your event-study analysis will form the foundation of the damages presentation at trial and should be prepared with the rigor and methodological transparency expected of expert testimony in complex commercial litigation.

5.2 Quantification of Trade-Libel Damages

Beyond the event-study analysis, we request that you quantify the total damages arising from GPR's trade libel under California law. Your analysis should:

(a) Assess the direct economic harm sustained by RGC, including the loss of market capitalization attributable to the defamatory publications, diminished investor confidence as reflected in trading patterns, analyst coverage, and institutional investor behavior, and any measurable impact on RGC's business operations, customer relationships, or licensing arrangements;

(b) Consider the extent to which RGC's market capitalization has partially recovered from the trough. As of the approximate date of this engagement, RGC's market capitalization is estimated at approximately $6.1 billion (as of January 2025, for reference purposes), though we recognize that your report will analyze data as available through the applicable report deadline. The partial recovery does not necessarily eliminate RGC's damages, as the company may have experienced a persistent discount attributable to the "overhang" of the defamatory publications, and the recovery may have been driven by factors independent of the false statements; and

(c) Analyze whether there are any ongoing or residual damages to RGC's reputation, brand value, or market perception that can be quantified through forensic-economic methodologies.

5.3 Analysis of GPR's Short-Sale Profits

We request that you calculate and opine on the short-sale profits realized by GPR and/or GPCP from trading in RDGM securities in connection with the publication of the defamatory reports. Specifically, your analysis should:

(a) Analyze the timing, volume, and pricing of the establishment of the short position in RDGM, including whether the position was built up in advance of the first publication and whether additional shares were shorted between reports;

(b) Analyze the timing, volume, and pricing of the covering transactions through which the short position was closed, including the period over which covering occurred and the average covering price;

(c) Determine the gross profit on the short position, verifying the estimated figure of approximately $13.15 million against actual brokerage records and trading data to be obtained in discovery from defendants and, if necessary, from third-party brokers through subpoena; and

(d) Opine on the appropriateness of disgorgement-related calculations, should the court consider disgorgement of GPR's and/or GPCP's ill-gotten gains as a measure of relief. We anticipate that the disgorgement analysis will be relevant to both the unfair-business-practices claim under Business & Professions Code § 17200 and to the court's equitable authority.

5.4 Assessment of RGC's Out-of-Pocket Costs

In addition to the market-based damages described above, RGC has incurred substantial out-of-pocket costs as a direct result of the defamatory publications. We request that you review and verify the following categories of out-of-pocket costs and opine on their reasonableness and causal nexus to the publications:

(a) Crisis-communications and public-relations costs. RGC retained Crestline Equity Partners Group Inc. ("Ashgrove Equity Partners") immediately following the publication of the first GPR report to manage investor and media communications, coordinate public responses, and implement a comprehensive reputational-defense strategy. Total fees and costs invoiced by Ashgrove Equity Partners: $2.18 million.

(b) Internal investigation and supplemental forensic audit costs. RGC engaged its independent auditor, Pinnacle Audit & Advisory LLP, to conduct a supplemental forensic review of the specific transactions and systems identified in the GPR reports, in addition to the routine annual audit work already performed. This supplemental engagement was necessitated entirely by the allegations in the reports and would not otherwise have been undertaken. Total fees and costs invoiced by Pinnacle for supplemental forensic audit work: $1.46 million.

(c) Regulatory-response costs. In connection with the NGCB's investigation of the RNG manipulation allegations set forth in Report 2, RGC engaged specialized Nevada gaming regulatory counsel, Hargrove & Sato LLP, to coordinate RGC's response, facilitate the NGCB's audit, and ensure full compliance with all regulatory inquiries. Total fees and costs invoiced by Hargrove & Sato: $987,000.

(d) Total out-of-pocket costs: $4.627 million.

Your analysis should confirm that each category of out-of-pocket costs was reasonable in amount, was causally connected to the defamatory publications, and would not have been incurred but for the defendants' tortious conduct. We will provide you with supporting invoices, engagement letters, and records from each of the above-listed service providers.

5.5 Expert Report and Testimony

Upon completion of your analysis, you will be asked to:

(a) Prepare a comprehensive written expert report suitable for submission in accordance with the requirements of the California Code of Civil Procedure governing expert disclosures and expert reports. The report should set forth your opinions, the bases and reasons therefor, the data and other information considered in forming your opinions, all exhibits to be used as a summary of or support for your opinions, your qualifications and a list of all publications authored within the preceding ten years, a list of cases in which you have testified as an expert at trial or by deposition within the preceding four years, and a statement of your compensation for the engagement; and

(b) Be prepared to testify at deposition and at trial as plaintiff's damages expert, including responding to examination by defense counsel and presenting your opinions in a clear, persuasive, and accessible manner to the trier of fact.

6. Materials to Be Provided

Calderwood & Harkness LLP will provide the following materials, among others, for your review and analysis in connection with this engagement:

1. Complete copies of GPR Reports 1, 2, and 3 ("House of Cards," "Rigged Reels," and "Double Down on Fraud");

2. RDGM daily stock-price and volume data for the relevant period, including data from financial data providers (e.g., Westmark Services Inc., Refinitiv) covering an estimation window sufficient for your event-study analysis;

3. RGC's audited consolidated financial statements for fiscal years 2021, 2022, and 2023, as audited by Pinnacle Audit & Advisory LLP;

4. RGC's SEC filings for the relevant period, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K;

5. Brokerage records and trading data relating to GPR's and/or GPCP's short positions in RDGM common stock, to be obtained through party and, if necessary, third-party discovery;

6. Invoices, engagement letters, and records supporting RGC's out-of-pocket costs from Crestline Equity Partners Group Inc., Pinnacle Audit & Advisory LLP, and Hargrove & Sato LLP;

7. Deposition transcripts and relevant discovery materials, including document productions from defendants, as they become available during the course of discovery;

8. Pleadings and court filings, including the First Amended Complaint (filed March 18, 2024) and the court's Minute Order dated June 7, 2024, denying defendants' anti-SLAPP motion;

9. The Nevada Gaming Control Board's March 29, 2024 RNG audit clearance report;

10. Analyst reports and media coverage relating to RDGM for the relevant period, to the extent available and relevant to your analysis; and

11. Any additional documents, data, or information reasonably necessary for the completion of your analysis, which we will endeavor to provide promptly upon request.

We will coordinate the production of these materials to you in a secure and organized manner, and we expect the initial document production to be delivered to you within ten business days of receipt of your executed countersignature.

7. Timeline and Deliverables

The litigation schedule currently contemplates the following key dates relevant to your engagement:

Expert Report Deadline: September 9, 2024 — this is the date set by the court (or anticipated by the parties) for the simultaneous exchange of initial expert reports. Your final, signed expert report must be delivered to Calderwood & Harkness LLP no later than this date for timely exchange.

Draft Report for Review: We request that you provide a draft of your expert report to Calderwood & Harkness LLP for review and comment no later than August 25, 2024. This will allow sufficient time for our team to review the draft, discuss any questions or comments with you, and ensure that the final report is complete and accurate before the exchange deadline.

Expert Deposition Availability: Following the exchange of expert reports, we anticipate that defense counsel will seek to depose you. Please ensure that you are available for deposition during the September–October 2024 timeframe. We will coordinate the specific scheduling of your deposition with defense counsel and will provide you with advance notice of the date, time, and location.

Trial Readiness: No trial date has been set at this time. The case is in the early stages of discovery before Judge Patricia Yamamoto, Case No. 24STCV-01892. We will advise you of any trial date as soon as one is established and will work with you to ensure your availability for trial testimony.

We recognize that the timeline from retention to the expert report deadline is compressed, and we are committed to working closely with you to ensure that you receive all necessary materials promptly and that our team is responsive to any questions or requests you may have during the analysis.

8. Fee Terms and Billing

Dr. Vostrikova's and Meridian Forensic Economics LLC's standard hourly rates shall apply to all work performed in connection with this engagement. We request that you confirm, at your earliest convenience, your current hourly rate and the rates of any staff members, associates, or analysts at Meridian who will assist with any aspect of the engagement. We understand that your rates may differ for consulting and analytical work, deposition testimony, and trial testimony, and we ask that you specify each applicable rate.

Invoices should be submitted on a monthly basis to:

Calderwood & Harkness LLP

Attention: Samuel Eklund, Billing Partner

333 South Grand Avenue, Suite 4800 Los Angeles, California 90071

Email: seklund@calderwoodharkness.com

All fees and costs incurred in connection with this engagement will be advanced by Calderwood & Harkness LLP and are ultimately the financial responsibility of the client, Redstone Gaming Corp. Invoices should include a reasonably detailed description of the work performed, the time spent, and any costs or expenses incurred (e.g., travel, data acquisition, printing).

We would like to discuss and agree upon an estimated budget for the expert engagement promptly after your acceptance of this retention. The budget is intended as a planning tool and will not serve as a cap on fees, but we ask that you notify us promptly if the scope of work or the volume of materials to be reviewed suggests that the actual fees may materially exceed the agreed-upon estimate.

9. Confidentiality Obligations

All information, documents, data, communications, and work product provided to or generated by Dr. Vostrikova and Meridian Forensic Economics LLC in connection with this engagement are strictly confidential and are protected by the attorney-client privilege and/or the work-product doctrine, to the fullest extent permitted by applicable law.

Dr. Vostrikova and Meridian Forensic Economics LLC agree not to disclose any confidential information to any third party without the prior written consent of Calderwood & Harkness LLP, except as may be required by law, court order, or in connection with expert testimony in this matter (including deposition testimony and trial testimony). For purposes of this engagement, "confidential information" includes, but is not limited to, RGC's non-public financial data and business information, the substance and content of litigation strategy and case assessments, settlement discussions and negotiations, the content of attorney-client communications, and any documents or materials designated as "Confidential" or "Highly Confidential — Attorneys' Eyes Only" under any protective order entered in this litigation.

All materials provided by Calderwood & Harkness LLP or obtained by Meridian in connection with this engagement shall remain the property of Calderwood & Harkness LLP and its client. Upon the conclusion of the engagement, or upon earlier request, all such materials (including copies, notes, and electronic files) shall be returned to Calderwood & Harkness LLP or destroyed at our direction, with written confirmation of destruction provided to this firm.

10. Conflicts and Independence

We request that Dr. Vostrikova confirm that neither she nor Meridian Forensic Economics LLC has any conflict of interest that would prevent acceptance of this retention or that could compromise the independence and credibility of her expert opinions. In particular, we ask that you confirm the following:

(a) Neither Dr. Vostrikova nor Meridian has been previously retained by, or has any ongoing engagement with, Grizzly Peak Research LLC, Grizzly Peak Capital Partners LP, Tobias "Toby" Fenchurch, Ava Lin, or any entity or individual affiliated with any of the foregoing;

(b) Neither Dr. Vostrikova nor Meridian has been previously retained by, or has any ongoing engagement with, Caldwell, Tseng & Barrow LLP, Raymond Caldwell, or Natalie Orenstein in any matter that could create a conflict or the appearance of a conflict in this engagement; and

(c) Neither Dr. Vostrikova nor any member of Meridian, nor any member of their respective households, holds any financial interest — long or short — in RDGM securities, and Dr. Vostrikova agrees that neither she nor Meridian will acquire any such interest during the pendency of this engagement.

If any actual or potential conflict exists, please disclose it to us immediately so that we may evaluate whether it can be appropriately addressed.

11. Engagement Terms and Conditions

The following additional terms and conditions shall govern this engagement:

(a) Termination. This retention may be terminated by either party upon written notice to the other party. Termination by either party shall not relieve Calderwood & Harkness LLP of its obligation to compensate Dr. Vostrikova and Meridian for all work performed and costs incurred through the effective date of termination.

(b) Compensation Upon Termination. Upon termination, Dr. Vostrikova and Meridian will submit a final invoice for all work performed and costs incurred through the date of termination, and Calderwood & Harkness LLP will remit payment in accordance with the fee terms set forth in Section 8 above.

(c) Governing Law. This engagement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles.

(d) Entire Agreement. This letter constitutes the entire agreement between Calderwood & Harkness LLP (on behalf of its client, Redstone Gaming Corp.) and Meridian Forensic Economics LLC with respect to the subject matter of this engagement. This letter supersedes all prior or contemporaneous oral or written communications, proposals, or representations with respect to this engagement. Any amendments to the terms of this engagement must be in writing and signed by authorized representatives of both parties.

12. Acceptance and Countersignature

We are confident that your expertise and credentials will be of significant value to RGC in this important matter, and we look forward to working with you and your team. Please indicate your acceptance of this retention by signing and returning a copy of this letter to the undersigned at the address above, or by returning a signed PDF copy via email to fmorano@calderwoodharkness.com.

If you have any questions regarding the terms of this engagement or the scope of work, please do not hesitate to contact me directly at (213) 555-7418 or via email at the address above.

We appreciate your prompt attention to this matter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Francesca Morano

Title: Partner

Date: July 1, 2024

ACCEPTED AND AGREED

The undersigned hereby accepts the retention described in this letter, confirms that neither she nor Meridian Forensic Economics LLC has any conflict of interest that would prevent acceptance, and agrees to be bound by the terms and conditions set forth herein.

MERIDIAN FORENSIC ECONOMICS LLC

By: ________

Name: Dr. Elena Vostrikova, Ph.D.

Title: Principal

Date: ________

Enclosures:

1. Copy of the First Amended Complaint, filed March 18, 2024

2. Minute Order dated June 7, 2024 (denial of anti-SLAPP motion)

3. GPR Report 1: "House of Cards: Redstone Gaming's Manufactured Earnings" (February 7, 2024)

4. GPR Report 2: "Rigged Reels: How Redstone's Slot Software Cheats the Regulators" (February 14, 2024)

5. GPR Report 3: "Double Down on Fraud: Redstone's Related-Party Shell Game" (February 21, 2024)

6. RGC FY 2023 Audited Consolidated Financial Statements (Pinnacle Audit & Advisory LLP)

cc:

Derek Olafson, General Counsel, Redstone Gaming Corp. Samuel Eklund, Billing Partner, Calderwood & Harkness LLP Carlos Espinoza, Lead Associate, Calderwood & Harkness LLP

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT This communication and any attachments are privileged and confidential. If you are not the intended recipient, please notify the sender immediately and destroy all copies of this communication.

Metric	Value
FY 2023 Revenue (per Pinnacle-audited financial statements)	$3.42 billion
FY 2023 EBITDA	$812 million
FY 2023 EBITDA Margin	Approximately 23.7%
Shares Outstanding	73.8 million
Pre-Publication Closing Price (February 6, 2024)	$92.14 per share
Pre-Publication Market Capitalization	Approximately $6.8 billion
Date	Event	Closing Price	Per-Share Decline from Pre-Publication	Cumulative % Decline
February 6, 2024	Pre-publication close	$92.14	—	—
February 7, 2024	Post-Report 1 close	$84.37	($7.77)	(8.4%)
February 14, 2024	Post-Report 2 close	$78.52	($13.62)	(14.8%)
February 21, 2024	Post-Report 3 close / Trough	$72.80	($19.34)	(21.0%)

CALDERWOOD & HARKNESS LLP Attorneys at Law
333 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 555-7400 Facsimile: (213) 555-7401 www.calderwoodharkness.com
July 1, 2024
VIA EMAIL AND Sundial Data Systems
Dr. Elena Vostrikova, Ph.D. Principal Meridian Forensic Economics LLC 1901 Avenue of the Stars, Suite 900 Los Angeles, California 90067
Re: Retention as Expert Consultant and Testifying Expert — Redstone Gaming Corp. v. Grizzly Peak Research LLC, et al., Case No. 24STCV-01892, Superior Court of California, County of Los Angeles
Dear Dr. Vostrikova:
1. Introduction and Purpose of Retention
This firm, Calderwood & Harkness LLP, represents Redstone Gaming Corp. ("RGC"), a Nevada corporation publicly traded on the Nasdaq Global Select Market under the ticker symbol RDGM, as plaintiff in the above-referenced trade libel action pending in the Superior Court of California, County of Los Angeles. RGC is a diversified gaming and media-entertainment company headquartered at 8800 Crimson Ridge Parkway, Suite 1200, Las Vegas, Nevada 89113. RGC owns and operates eleven casino-resort properties located across the states of Nevada, New Jersey, and Mississippi; licenses proprietary electronic gaming platforms to third-party casino operators in multiple domestic and international jurisdictions; operates an iGaming division marketed under the "Redstone Digital" brand; and maintains a media-entertainment production arm branded as "Crimson Studios," which produces original programming for both traditional and streaming distribution channels.
The purpose of this letter is to confirm the retention of you, Dr. Elena Vostrikova, and your firm, Meridian Forensic Economics LLC ("Meridian"), as plaintiff's damages expert in this matter, serving in both a consulting capacity and, as the case may require, a testifying capacity. Your engagement will encompass the full range of forensic-economic analyses necessary to quantify and present the damages sustained by RGC as a result of the defendants' tortious conduct, as more particularly described below. This engagement is subject to the terms and conditions set forth in this letter, and we respectfully ask that you review each section carefully before executing the countersignature block at the conclusion of this letter.
We have selected you and Meridian for this engagement based on your well-recognized expertise in forensic economics, securities-related damages analysis, and event-study methodology. Your prior testimony in complex commercial litigation matters, including your work involving short-seller campaigns and market-manipulation claims, makes your background uniquely well suited to the issues presented in this case.
2. Background of the Litigation
To place the scope of your engagement in context, we set forth below a summary of the relevant factual and procedural background of the litigation.
Procedural History. RGC filed its original complaint in this action on February 5, 2024. Following limited motion practice, RGC filed a First Amended Complaint on March 18, 2024, adding a cause of action for negligent misrepresentation. The matter is assigned to the Honorable Patricia Yamamoto, Department 53, of the Los Angeles Superior Court.
Defendants. The named defendants in this action are:
(a) Grizzly Peak Research LLC ("GPR"), a Delaware limited liability company with its principal office at 44 Maiden Lane, 7th Floor, San Francisco, California 94108. GPR is a self-described "independent equity research" firm that publishes reports on publicly traded companies and maintains an active social-media presence through which it disseminates its publications;
(b) Grizzly Peak Capital Partners LP ("GPCP"), a Delaware limited partnership with an estimated approximately $185 million in assets under management. GPCP is a hedge fund affiliated with GPR that trades in the securities of companies targeted by GPR's reports; and
(c) Tobias "Toby" Fenchurch, individually. Mr. Fenchurch is the Managing Member of GPR and is the sole managing member of Grizzly Peak Capital GP LLC, which serves as the general partner of GPCP. Mr. Fenchurch personally directed and oversaw the preparation and publication of the defamatory reports at issue in this action.
Ava Lin, a Senior Analyst at GPR, is identified in the First Amended Complaint as a co-author of the three defamatory reports described below. Ms. Lin is not currently a named defendant but may be added as a defendant depending on developments in discovery.
Defense Counsel. Defendants are represented by Caldwell, Tseng & Barrow LLP, 555 California Street, Suite 3100, San Francisco, California 94104. The lead defense partner is Raymond Caldwell; the senior associate handling day-to-day litigation activity is Natalie Orenstein.
Causes of Action. The First Amended Complaint asserts the following causes of action:
(1) Trade Libel (Cal. Civ. Code § 46(3));
(2) Intentional Interference with Prospective Economic Advantage;
(3) Unfair Business Practices (Cal. Bus. & Prof. Code § 17200); and
(4) Negligent Misrepresentation (added in the First Amended Complaint).
Anti-SLAPP Motion. On April 12, 2024, defendants filed a special motion to strike under California Code of Civil Procedure § 425.16 (the anti-SLAPP statute), arguing that the challenged publications constituted protected speech on a matter of public interest and that RGC could not demonstrate a probability of prevailing on its claims. On June 7, 2024, Judge Yamamoto denied the anti-SLAPP motion in its entirety, finding that while the publications touched upon a matter of public interest, RGC had presented sufficient evidence of actual malice — including evidence that defendants knew their factual assertions were false or acted with reckless disregard for their truth or falsity — to defeat the motion at the threshold stage. The court's ruling is significant for purposes of your analysis because it confirms that the case will proceed to discovery, and that the court has already found a sufficient evidentiary basis for RGC's contention that the publications were knowingly or recklessly false.
Current Status. The case is now entering the discovery phase. Written discovery has been served, and document productions are expected to begin in the coming weeks. Depositions are anticipated to commence in August 2024.
3. The Defamatory Publications
At the center of this litigation are three reports published by GPR in rapid succession in February 2024, each targeting RGC with sensationalized and, as the evidence will show, deliberately fabricated allegations of corporate fraud. The reports are as follows:
(a) Report 1: "House of Cards: Redstone Gaming's Manufactured Earnings" — published on February 7, 2024. This report is approximately 48 pages in length and purports to present evidence that RGC fabricated approximately $410 million in fiscal year 2023 revenue through fictitious intercompany transactions. The report includes charts, purported data analysis, and inflammatory rhetoric designed to create the impression of systemic earnings fraud at RGC.
(b) Report 2: "Rigged Reels: How Redstone's Slot Software Cheats the Regulators" — published on February 14, 2024. This report is approximately 36 pages in length and alleges that RGC manipulated the random-number-generator ("RNG") software embedded in its proprietary electronic gaming platforms to inflate payout statistics reported to the Nevada Gaming Control Board ("NGCB"). The report asserts that RGC's slot machines were deliberately programmed to yield different payout ratios during regulatory testing periods than during ordinary operation — an allegation that, if true, would constitute a serious violation of Nevada gaming law and could result in the revocation of RGC's gaming licenses.
(c) Report 3: "Double Down on Fraud: Redstone's Related-Party Shell Game" — published on February 21, 2024. This report is approximately 29 pages in length and alleges that RGC's Chief Executive Officer, Marcus J. Calloway, engaged in undisclosed related-party dealings with a purported shell entity identified in the report as "Vermilion Holdings LLC." The report claims that Mr. Calloway secretly controls Vermilion Holdings and that RGC funneled payments to that entity without proper disclosure, in violation of SEC reporting requirements and Nasdaq listing standards.
All three reports were published on GPR's website, grizzlypeakresearch.com, and were simultaneously distributed via GPR's social-media account @GrizzlyPeakRes, which had approximately 142,000 followers at the time of publication. Each report contained standard disclaimers in which GPR publicly disclosed that it held short positions in RDGM common stock and stood to profit from declines in the share price — a fact that is directly relevant to your analysis of GPR's and GPCP's trading profits.
Falsity of the Allegations. All three of the principal factual allegations set forth in the GPR reports have been independently investigated and found to be baseless:
(i) Revenue Fabrication Allegations (Report 1). Pinnacle Audit & Advisory LLP ("Pinnacle"), RGC's independent registered public accounting firm (engagement partner: Walter Ng, CPA), confirmed the accuracy of RGC's reported revenue figures following a supplemental review of the intercompany transactions identified in Report 1. Pinnacle issued clean, unqualified audit opinions on RGC's consolidated financial statements for fiscal years 2021, 2022, and 2023. There has been no restatement of any financial results.
(ii) RNG Manipulation Allegations (Report 2). The Nevada Gaming Control Board completed an independent RNG audit of RGC's electronic gaming platforms on March 29, 2024. The NGCB's audit cleared RGC entirely, confirming that RGC's RNG software operated in compliance with all applicable Nevada gaming regulations and that payout ratios were consistent across all testing and operational periods.
(iii) Related-Party Allegations (Report 3). An SEC informal inquiry into the related-party allegations was opened in March 2024. As of the date of this letter, that inquiry remains open. However, we note for completeness that the SEC subsequently closed the inquiry with no enforcement action on August 16, 2024. We will update you on this development as appropriate.
4. Stock-Price Impact and Financial Data for Analysis
As plaintiff's damages expert, you will be provided with detailed financial data regarding RGC and the impact of the defamatory publications on RGC's stock price and market capitalization. The following summary data will serve as a starting point for your analysis:
RGC Key Financial Data (FY 2023):
Stock-Price Decline Following the GPR Reports:
At the trough closing price of $72.80 per share on February 21, 2024, RGC's market capitalization stood at approximately $4.95 billion — a decline of approximately $1.85 billion, or approximately 27.2%, from the pre-publication market capitalization of approximately $6.8 billion. The aggregate market-capitalization loss at the trough, measured on a per-share basis, was $19.34 multiplied by 73,800,000 shares outstanding, or approximately $1.427 billion.
GPR/GPCP Short-Position Data:
GPR and/or its affiliated hedge fund, GPCP, held a short position in RDGM common stock at the time of publication of the reports. Based on information available to date, the short position comprised approximately 680,000 shares, representing a notional value at the pre-publication price of $92.14 per share of approximately $62.66 million. According to publicly available filings and trading data, GPR/GPCP closed its short position by mid-March 2024 at an estimated average covering price of approximately $72.80 per share. Based on these figures, the estimated gross profit on the short position is:
($92.14 − $72.80) × 680,000 shares ≈ $13.15 million
This estimate will need to be verified against brokerage records and trading data to be obtained through discovery, and a precise calculation of GPR/GPCP's actual profits will be a central component of your analysis.
5. Scope of Engagement
Your engagement will encompass the following principal areas of analysis, each of which is described in greater detail below.
5.1 Event-Study Analysis of RDGM Stock-Price Impact
We request that you conduct a rigorous event-study analysis to isolate the impact of GPR's three reports on the market price of RDGM common stock. Specifically, your analysis should:
(a) Remove market-wide and sector-specific noise — including the effects of general market movements and gaming-sector trends (i.e., market and sector beta effects) — to determine the component of the stock-price decline that is directly and specifically attributable to the false statements contained in the GPR reports;
(b) Identify and define appropriate event windows around each of the three publication dates (February 7, 14, and 21, 2024), taking into account the timing of publication, the dissemination of the reports via social media, and the development of trading volume and price movements on and following each event date;
(c) Select appropriate market and industry benchmarks for purposes of the event-study analysis, which may include, without limitation, broad market indices (e.g., S&P 500, Nasdaq Composite), gaming-sector indices or ETFs (e.g., Calderon Growth Partners), and a peer group of comparable publicly traded gaming companies; and
(d) Calculate the event-study-adjusted shareholder value loss attributable to each of the three publications, both individually and in the aggregate.
Your event-study analysis will form the foundation of the damages presentation at trial and should be prepared with the rigor and methodological transparency expected of expert testimony in complex commercial litigation.
5.2 Quantification of Trade-Libel Damages
Beyond the event-study analysis, we request that you quantify the total damages arising from GPR's trade libel under California law. Your analysis should:
(a) Assess the direct economic harm sustained by RGC, including the loss of market capitalization attributable to the defamatory publications, diminished investor confidence as reflected in trading patterns, analyst coverage, and institutional investor behavior, and any measurable impact on RGC's business operations, customer relationships, or licensing arrangements;
(b) Consider the extent to which RGC's market capitalization has partially recovered from the trough. As of the approximate date of this engagement, RGC's market capitalization is estimated at approximately $6.1 billion (as of January 2025, for reference purposes), though we recognize that your report will analyze data as available through the applicable report deadline. The partial recovery does not necessarily eliminate RGC's damages, as the company may have experienced a persistent discount attributable to the "overhang" of the defamatory publications, and the recovery may have been driven by factors independent of the false statements; and
(c) Analyze whether there are any ongoing or residual damages to RGC's reputation, brand value, or market perception that can be quantified through forensic-economic methodologies.
5.3 Analysis of GPR's Short-Sale Profits
We request that you calculate and opine on the short-sale profits realized by GPR and/or GPCP from trading in RDGM securities in connection with the publication of the defamatory reports. Specifically, your analysis should:
(a) Analyze the timing, volume, and pricing of the establishment of the short position in RDGM, including whether the position was built up in advance of the first publication and whether additional shares were shorted between reports;
(b) Analyze the timing, volume, and pricing of the covering transactions through which the short position was closed, including the period over which covering occurred and the average covering price;
(c) Determine the gross profit on the short position, verifying the estimated figure of approximately $13.15 million against actual brokerage records and trading data to be obtained in discovery from defendants and, if necessary, from third-party brokers through subpoena; and
(d) Opine on the appropriateness of disgorgement-related calculations, should the court consider disgorgement of GPR's and/or GPCP's ill-gotten gains as a measure of relief. We anticipate that the disgorgement analysis will be relevant to both the unfair-business-practices claim under Business & Professions Code § 17200 and to the court's equitable authority.
5.4 Assessment of RGC's Out-of-Pocket Costs
In addition to the market-based damages described above, RGC has incurred substantial out-of-pocket costs as a direct result of the defamatory publications. We request that you review and verify the following categories of out-of-pocket costs and opine on their reasonableness and causal nexus to the publications:
(a) Crisis-communications and public-relations costs. RGC retained Crestline Equity Partners Group Inc. ("Ashgrove Equity Partners") immediately following the publication of the first GPR report to manage investor and media communications, coordinate public responses, and implement a comprehensive reputational-defense strategy. Total fees and costs invoiced by Ashgrove Equity Partners: $2.18 million.
(b) Internal investigation and supplemental forensic audit costs. RGC engaged its independent auditor, Pinnacle Audit & Advisory LLP, to conduct a supplemental forensic review of the specific transactions and systems identified in the GPR reports, in addition to the routine annual audit work already performed. This supplemental engagement was necessitated entirely by the allegations in the reports and would not otherwise have been undertaken. Total fees and costs invoiced by Pinnacle for supplemental forensic audit work: $1.46 million.
(c) Regulatory-response costs. In connection with the NGCB's investigation of the RNG manipulation allegations set forth in Report 2, RGC engaged specialized Nevada gaming regulatory counsel, Hargrove & Sato LLP, to coordinate RGC's response, facilitate the NGCB's audit, and ensure full compliance with all regulatory inquiries. Total fees and costs invoiced by Hargrove & Sato: $987,000.
(d) Total out-of-pocket costs: $4.627 million.
Your analysis should confirm that each category of out-of-pocket costs was reasonable in amount, was causally connected to the defamatory publications, and would not have been incurred but for the defendants' tortious conduct. We will provide you with supporting invoices, engagement letters, and records from each of the above-listed service providers.
5.5 Expert Report and Testimony
Upon completion of your analysis, you will be asked to:
(a) Prepare a comprehensive written expert report suitable for submission in accordance with the requirements of the California Code of Civil Procedure governing expert disclosures and expert reports. The report should set forth your opinions, the bases and reasons therefor, the data and other information considered in forming your opinions, all exhibits to be used as a summary of or support for your opinions, your qualifications and a list of all publications authored within the preceding ten years, a list of cases in which you have testified as an expert at trial or by deposition within the preceding four years, and a statement of your compensation for the engagement; and
(b) Be prepared to testify at deposition and at trial as plaintiff's damages expert, including responding to examination by defense counsel and presenting your opinions in a clear, persuasive, and accessible manner to the trier of fact.
6. Materials to Be Provided
Calderwood & Harkness LLP will provide the following materials, among others, for your review and analysis in connection with this engagement:
1.  Complete copies of GPR Reports 1, 2, and 3 ("House of Cards," "Rigged Reels," and "Double Down on Fraud");
2.  RDGM daily stock-price and volume data for the relevant period, including data from financial data providers (e.g., Westmark Services Inc., Refinitiv) covering an estimation window sufficient for your event-study analysis;
3.  RGC's audited consolidated financial statements for fiscal years 2021, 2022, and 2023, as audited by Pinnacle Audit & Advisory LLP;
4.  RGC's SEC filings for the relevant period, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K;
5.  Brokerage records and trading data relating to GPR's and/or GPCP's short positions in RDGM common stock, to be obtained through party and, if necessary, third-party discovery;
6.  Invoices, engagement letters, and records supporting RGC's out-of-pocket costs from Crestline Equity Partners Group Inc., Pinnacle Audit & Advisory LLP, and Hargrove & Sato LLP;
7.  Deposition transcripts and relevant discovery materials, including document productions from defendants, as they become available during the course of discovery;
8.  Pleadings and court filings, including the First Amended Complaint (filed March 18, 2024) and the court's Minute Order dated June 7, 2024, denying defendants' anti-SLAPP motion;
9.  The Nevada Gaming Control Board's March 29, 2024 RNG audit clearance report;
10.  Analyst reports and media coverage relating to RDGM for the relevant period, to the extent available and relevant to your analysis; and
11.  Any additional documents, data, or information reasonably necessary for the completion of your analysis, which we will endeavor to provide promptly upon request.
We will coordinate the production of these materials to you in a secure and organized manner, and we expect the initial document production to be delivered to you within ten business days of receipt of your executed countersignature.
7. Timeline and Deliverables
The litigation schedule currently contemplates the following key dates relevant to your engagement:
Expert Report Deadline: September 9, 2024 — this is the date set by the court (or anticipated by the parties) for the simultaneous exchange of initial expert reports. Your final, signed expert report must be delivered to Calderwood & Harkness LLP no later than this date for timely exchange.
Draft Report for Review: We request that you provide a draft of your expert report to Calderwood & Harkness LLP for review and comment no later than August 25, 2024. This will allow sufficient time for our team to review the draft, discuss any questions or comments with you, and ensure that the final report is complete and accurate before the exchange deadline.
Expert Deposition Availability: Following the exchange of expert reports, we anticipate that defense counsel will seek to depose you. Please ensure that you are available for deposition during the September–October 2024 timeframe. We will coordinate the specific scheduling of your deposition with defense counsel and will provide you with advance notice of the date, time, and location.
Trial Readiness: No trial date has been set at this time. The case is in the early stages of discovery before Judge Patricia Yamamoto, Case No. 24STCV-01892. We will advise you of any trial date as soon as one is established and will work with you to ensure your availability for trial testimony.
We recognize that the timeline from retention to the expert report deadline is compressed, and we are committed to working closely with you to ensure that you receive all necessary materials promptly and that our team is responsive to any questions or requests you may have during the analysis.
8. Fee Terms and Billing
Dr. Vostrikova's and Meridian Forensic Economics LLC's standard hourly rates shall apply to all work performed in connection with this engagement. We request that you confirm, at your earliest convenience, your current hourly rate and the rates of any staff members, associates, or analysts at Meridian who will assist with any aspect of the engagement. We understand that your rates may differ for consulting and analytical work, deposition testimony, and trial testimony, and we ask that you specify each applicable rate.
Invoices should be submitted on a monthly basis to:
Calderwood & Harkness LLP
Attention: Samuel Eklund, Billing Partner
333 South Grand Avenue, Suite 4800 Los Angeles, California 90071
Email: seklund@calderwoodharkness.com
All fees and costs incurred in connection with this engagement will be advanced by Calderwood & Harkness LLP and are ultimately the financial responsibility of the client, Redstone Gaming Corp. Invoices should include a reasonably detailed description of the work performed, the time spent, and any costs or expenses incurred (e.g., travel, data acquisition, printing).
We would like to discuss and agree upon an estimated budget for the expert engagement promptly after your acceptance of this retention. The budget is intended as a planning tool and will not serve as a cap on fees, but we ask that you notify us promptly if the scope of work or the volume of materials to be reviewed suggests that the actual fees may materially exceed the agreed-upon estimate.
9. Confidentiality Obligations
All information, documents, data, communications, and work product provided to or generated by Dr. Vostrikova and Meridian Forensic Economics LLC in connection with this engagement are strictly confidential and are protected by the attorney-client privilege and/or the work-product doctrine, to the fullest extent permitted by applicable law.
Dr. Vostrikova and Meridian Forensic Economics LLC agree not to disclose any confidential information to any third party without the prior written consent of Calderwood & Harkness LLP, except as may be required by law, court order, or in connection with expert testimony in this matter (including deposition testimony and trial testimony). For purposes of this engagement, "confidential information" includes, but is not limited to, RGC's non-public financial data and business information, the substance and content of litigation strategy and case assessments, settlement discussions and negotiations, the content of attorney-client communications, and any documents or materials designated as "Confidential" or "Highly Confidential — Attorneys' Eyes Only" under any protective order entered in this litigation.
All materials provided by Calderwood & Harkness LLP or obtained by Meridian in connection with this engagement shall remain the property of Calderwood & Harkness LLP and its client. Upon the conclusion of the engagement, or upon earlier request, all such materials (including copies, notes, and electronic files) shall be returned to Calderwood & Harkness LLP or destroyed at our direction, with written confirmation of destruction provided to this firm.
10. Conflicts and Independence
We request that Dr. Vostrikova confirm that neither she nor Meridian Forensic Economics LLC has any conflict of interest that would prevent acceptance of this retention or that could compromise the independence and credibility of her expert opinions. In particular, we ask that you confirm the following:
(a) Neither Dr. Vostrikova nor Meridian has been previously retained by, or has any ongoing engagement with, Grizzly Peak Research LLC, Grizzly Peak Capital Partners LP, Tobias "Toby" Fenchurch, Ava Lin, or any entity or individual affiliated with any of the foregoing;
(b) Neither Dr. Vostrikova nor Meridian has been previously retained by, or has any ongoing engagement with, Caldwell, Tseng & Barrow LLP, Raymond Caldwell, or Natalie Orenstein in any matter that could create a conflict or the appearance of a conflict in this engagement; and
(c) Neither Dr. Vostrikova nor any member of Meridian, nor any member of their respective households, holds any financial interest — long or short — in RDGM securities, and Dr. Vostrikova agrees that neither she nor Meridian will acquire any such interest during the pendency of this engagement.
If any actual or potential conflict exists, please disclose it to us immediately so that we may evaluate whether it can be appropriately addressed.
11. Engagement Terms and Conditions
The following additional terms and conditions shall govern this engagement:
(a) Termination. This retention may be terminated by either party upon written notice to the other party. Termination by either party shall not relieve Calderwood & Harkness LLP of its obligation to compensate Dr. Vostrikova and Meridian for all work performed and costs incurred through the effective date of termination.
(b) Compensation Upon Termination. Upon termination, Dr. Vostrikova and Meridian will submit a final invoice for all work performed and costs incurred through the date of termination, and Calderwood & Harkness LLP will remit payment in accordance with the fee terms set forth in Section 8 above.
(c) Governing Law. This engagement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles.
(d) Entire Agreement. This letter constitutes the entire agreement between Calderwood & Harkness LLP (on behalf of its client, Redstone Gaming Corp.) and Meridian Forensic Economics LLC with respect to the subject matter of this engagement. This letter supersedes all prior or contemporaneous oral or written communications, proposals, or representations with respect to this engagement. Any amendments to the terms of this engagement must be in writing and signed by authorized representatives of both parties.
12. Acceptance and Countersignature
We are confident that your expertise and credentials will be of significant value to RGC in this important matter, and we look forward to working with you and your team. Please indicate your acceptance of this retention by signing and returning a copy of this letter to the undersigned at the address above, or by returning a signed PDF copy via email to fmorano@calderwoodharkness.com.
If you have any questions regarding the terms of this engagement or the scope of work, please do not hesitate to contact me directly at (213) 555-7418 or via email at the address above.
We appreciate your prompt attention to this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Name: Francesca Morano
Title: Partner
Date: July 1, 2024
ACCEPTED AND AGREED
The undersigned hereby accepts the retention described in this letter, confirms that neither she nor Meridian Forensic Economics LLC has any conflict of interest that would prevent acceptance, and agrees to be bound by the terms and conditions set forth herein.
MERIDIAN FORENSIC ECONOMICS LLC
By: ________
Name: Dr. Elena Vostrikova, Ph.D.
Title: Principal
Date: ________
Enclosures:
1.  Copy of the First Amended Complaint, filed March 18, 2024
2.  Minute Order dated June 7, 2024 (denial of anti-SLAPP motion)
3.  GPR Report 1: "House of Cards: Redstone Gaming's Manufactured Earnings" (February 7, 2024)
4.  GPR Report 2: "Rigged Reels: How Redstone's Slot Software Cheats the Regulators" (February 14, 2024)
5.  GPR Report 3: "Double Down on Fraud: Redstone's Related-Party Shell Game" (February 21, 2024)
6.  RGC FY 2023 Audited Consolidated Financial Statements (Pinnacle Audit & Advisory LLP)
cc:
Derek Olafson, General Counsel, Redstone Gaming Corp. Samuel Eklund, Billing Partner, Calderwood & Harkness LLP Carlos Espinoza, Lead Associate, Calderwood & Harkness LLP
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT This communication and any attachments are privileged and confidential. If you are not the intended recipient, please notify the sender immediately and destroy all copies of this communication.
Metric | Value
FY 2023 Revenue (per Pinnacle-audited financial statements) | $3.42 billion
FY 2023 EBITDA | $812 million
FY 2023 EBITDA Margin | Approximately 23.7%
Shares Outstanding | 73.8 million
Pre-Publication Closing Price (February 6, 2024) | $92.14 per share
Pre-Publication Market Capitalization | Approximately $6.8 billion
Date | Event | Closing Price | Per-Share Decline from Pre-Publication | Cumulative % Decline
February 6, 2024 | Pre-publication close | $92.14 | — | —
February 7, 2024 | Post-Report 1 close | $84.37 | ($7.77) | (8.4%)
February 14, 2024 | Post-Report 2 close | $78.52 | ($13.62) | (14.8%)
February 21, 2024 | Post-Report 3 close / Trough | $72.80 | ($19.34) | (21.0%)

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

ACCEPTED AND AGREED

MERIDIAN FORENSIC ECONOMICS LLC

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