CALDERWOOD & HARKNESS LLP Attorneys at Law 333 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 555-7200 Facsimile: (213) 555-7201 www.calderwoodharkness.com
February 5, 2024
VIA EMAIL AND OVERNIGHT COURIER
Derek Olafson, Esq. General Counsel Redstone Gaming Corp. 8800 Crimson Ridge Parkway, Suite 1200 Las Vegas, NV 89113
Re: Engagement of Calderwood & Harkness LLP — Representation of Redstone Gaming Corp. in Trade Libel Action Against Grizzly Peak Research LLC; Anticipated Filing in the Superior Court of California, County of Los Angeles
Dear Mr. Olafson:
On behalf of Calderwood & Harkness LLP, I am pleased to confirm the Firm's engagement by Redstone Gaming Corp. ("RGC" or the "Company") as litigation counsel in connection with the matter referenced above. We are honored that RGC has selected Calderwood & Harkness to serve as its counsel in this important matter and we are committed to providing the Company with the highest quality legal representation.
This letter sets forth the terms and conditions governing our engagement. Unless otherwise agreed in writing, this engagement letter shall be effective as of February 5, 2024 (the "Effective Date"). For purposes of this letter, the engagement is entered into between Calderwood & Harkness LLP (referred to herein as "the Firm," "C&H," or "we") and Redstone Gaming Corp., a Nevada corporation whose common stock is listed on the Nasdaq Global Select Market under the ticker symbol RDGM (referred to herein as "RGC," the "Company," or "you"). We ask that you review the terms set forth below carefully and confirm your agreement by executing and returning a copy of this letter as indicated in Section 14.
1. Scope of Representation
The Firm is retained to represent RGC in connection with a trade libel action and related claims against Grizzly Peak Research LLC, a Delaware limited liability company with principal offices located at 44 Maiden Lane, 7th Floor, San Francisco, California 94108 ("Grizzly Peak" or the "Defendant"). The claims arise from the publication by Grizzly Peak of one or more research reports containing allegedly false and defamatory statements concerning RGC's financial results, the integrity of RGC's proprietary gaming software platforms, and RGC's business practices. These publications have, in the Company's view, caused substantial harm to RGC's business reputation, stock price, and relationships with key gaming partners, regulators, and investors.
The scope of our engagement encompasses the following activities, as reasonably necessary in connection with the prosecution of the Company's claims against Grizzly Peak:
(a) investigation and pre-litigation assessment of the facts and circumstances underlying RGC's potential claims, including review and analysis of the Grizzly Peak reports, supporting documentation, and relevant public filings;
(b) filing and prosecution of claims in the Superior Court of California, County of Los Angeles, including the preparation and filing of the initial complaint, any amended or supplemental pleadings, and related filings;
(c) all pretrial proceedings, including case management conferences, status conferences, and compliance with any court scheduling orders;
(d) discovery, including the preparation and service of interrogatories, requests for production of documents, and requests for admission; the review and production of documents and electronically stored information ("ESI") responsive to discovery requests served by Grizzly Peak; and the taking and defending of depositions;
(e) motion practice, including the preparation and argument of dispositive motions, discovery motions, motions in limine, and any other motions or applications that may arise during the course of the litigation;
(f) mediation and/or settlement negotiations, including preparation for and attendance at any court-ordered or voluntary mediation sessions, and the negotiation, drafting, and review of any settlement agreements;
(g) trial preparation and trial (if necessary), including the development of a trial strategy, preparation of witnesses, preparation of trial exhibits, and presentation of the case at trial; and
(h) post-trial proceedings, including the preparation and argument of any post-trial motions and the enforcement of any judgment obtained.
The anticipated causes of action to be asserted against Grizzly Peak include, but are not necessarily limited to, the following:
(i) Trade Libel — pursuant to California Civil Code § 46(3) and applicable common law;
(ii) Intentional Interference with Prospective Economic Advantage — based on Grizzly Peak's alleged conduct in publishing false and misleading statements with the purpose and effect of disrupting RGC's existing and prospective business relationships;
(iii) Unfair Business Practices — pursuant to California Business and Professions Code § 17200 et seq.; and
(iv) such other claims as may be identified during the course of the Firm's investigation and the engagement, as agreed between the Firm and RGC.
Exclusions from Scope. The scope of this engagement expressly excludes the following matters, which are not covered by the terms of this letter:
(a) Representation of RGC in any regulatory proceedings before the Nevada Gaming Control Board, the U.S. Securities and Exchange Commission ("SEC"), or any other federal, state, or local regulatory body. RGC has advised the Firm that it has separately retained Hargrove & Sato LLP as its Nevada gaming regulatory counsel, and we understand that Hargrove & Sato is handling all aspects of RGC's interaction with the Nevada Gaming Control Board. Should coordination between the Firm and Hargrove & Sato become necessary in connection with this engagement, we will work cooperatively with that firm at the Company's direction.
(b) Tax advice in connection with any monetary recovery obtained by RGC as a result of this engagement, whether by settlement, judgment, or otherwise. RGC should consult with its tax advisors regarding the tax treatment of any such recovery.
(c) Defense of any securities class-action litigation, shareholder derivative actions, or any other litigation brought by or on behalf of RGC's shareholders, whether arising from or related to the same underlying facts and circumstances or otherwise.
(d) Any appellate proceedings following the entry of a final judgment or other appealable order in the trial court. Should an appeal become necessary, the Firm would be pleased to discuss representation on appeal under a separate agreement with terms tailored to the appellate proceedings.
Any expansion of the scope of this engagement to include additional defendants — for example, affiliated entities of Grizzly Peak, including but not limited to Grizzly Peak Capital Partners LP, or individual defendants such as the principals or employees of Grizzly Peak — will be addressed by supplemental agreement or written amendment to this letter, which shall set forth any additional terms applicable to such expanded scope. The Firm will not undertake any material expansion of scope without the prior written authorization of RGC.
2. Engagement Team
The following attorneys will be principally responsible for the provision of legal services under this engagement. Each team member's role, title, and applicable 2024 standard hourly rate are set forth below.
2.1 Francesca Morano — Responsible Partner
Title: Partner, Litigation (General)
Role: Ms. Morano will serve as the Responsible Partner for this engagement. In that capacity, she will have overall responsibility for the development and execution of the case strategy, the supervision and coordination of the engagement team, and all significant client communications. Ms. Morano will serve as the primary point of contact between the Firm and RGC for strategic and substantive matters, and will personally handle all significant court appearances, arguments on dispositive motions, and settlement negotiations unless otherwise agreed with the Company.
2024 Standard Hourly Rate: $1,475.00
2.2 Samuel Eklund — Billing Partner
Title: Partner, Litigation (General)
Role: Mr. Eklund will serve as the Billing Partner for the engagement. He will be responsible for all financial aspects of the engagement, including fee management, the preparation and review of monthly invoices, and the administration of billing and payment matters. Mr. Eklund will also be available to provide substantive litigation support as needed, particularly with respect to complex motion practice and expert discovery.
2024 Standard Hourly Rate: $1,425.00
2.3 Carlos Espinoza — Lead Associate
Title: Associate, Litigation (General)
Role: Mr. Espinoza will serve as the Lead Associate on this engagement. He will be responsible for day-to-day case management, including docket management, compliance with court deadlines, and coordination of discovery activities. Mr. Espinoza will take the lead on legal research, the drafting of pleadings and motions, the supervision of the document review process, and the preparation of deposition outlines and witness kits. He will report directly to Ms. Morano on all substantive matters.
2024 Standard Hourly Rate: $895.00
2.4 Hannah Brinkley — Working Associate
Title: Associate, Litigation (General)
Role: Ms. Brinkley will serve as a Working Associate supporting the engagement team. Her responsibilities will include legal research and analysis, document review, deposition preparation, assistance with brief drafting and motion practice, and such other tasks as may be assigned by Ms. Morano or Mr. Espinoza in connection with the matter.
2024 Standard Hourly Rate: $725.00
Additional Staffing. From time to time, additional attorneys, paralegals, litigation support professionals, or other support staff may be assigned to the matter as needed to ensure the efficient and effective prosecution of RGC's claims. This may include, for example, the assignment of contract attorneys for large-scale document review during the discovery phase, or the involvement of attorneys from the Firm's appellate, e-discovery, or intellectual property practice groups for specialized issues that may arise. The Firm will notify the Company of any material staffing changes and the applicable rates for any additional timekeepers in advance of their assignment to the matter.
Client Contact. The primary client contact at RGC for purposes of this engagement shall be Derek Olafson, General Counsel. All instructions to the Firm regarding the direction of the engagement, including decisions regarding settlement authority, should come from or through Mr. Olafson. Communications from the Firm may also be directed, as appropriate and as authorized by Mr. Olafson, to Marcus J. Calloway (Chief Executive Officer) and Priya Ramaswaran (Chief Financial Officer).
3. Fee Arrangement
3.1 Modified Hourly Fee Structure
Fees for professional services rendered by the Firm in connection with this engagement will be billed on a modified hourly basis, as described in this Section 3. During the pendency of the litigation from the Effective Date through the date on which a final resolution of the matter is achieved, whether by settlement, final judgment, or voluntary dismissal (the "Litigation Period"), the Firm will invoice for professional services at eighty-five percent (85%) of each timekeeper's standard hourly rate (the "Discounted Rate"). The discounted Rate reflects the Firm's recognition of the scope and significance of the engagement and the Firm's expectation of a long-term relationship with the Company.
The applicable discounted Rates for the 2024 calendar year are as follows:
Standard hourly rates are subject to annual adjustment, which typically occurs at the beginning of each calendar year. In the event of any rate adjustment, the Firm will provide RGC with at least thirty (30) days' prior written notice of the new standard rates and the corresponding discounted Rates before such adjusted rates take effect. The fifteen percent (15%) discount will continue to apply to any adjusted standard rates for the duration of the Litigation Period.
3.2 Success Premium
In addition to the discounted Fees described in Section 3.1, the Firm shall be entitled to a success premium upon the achievement of a favorable result for the Company (the "Success Premium"). The Success Premium is designed to align the interests of the Firm and the Company and to compensate the Firm for the discount provided under the modified hourly fee structure during the course of the engagement.
Definition of Successful Outcome. A "Successful Outcome" shall be deemed to have occurred upon the first to occur of the following events:
(a) the execution of a settlement agreement between RGC and Grizzly Peak (or any of its affiliates, successors, or assigns) that has been approved and accepted by RGC, regardless of the monetary or non-monetary terms of such settlement; or
(b) the entry of a final judgment by the court in RGC's favor, whether following trial, summary judgment, or any other adjudicative proceeding, and regardless of whether such judgment is thereafter appealed by Grizzly Peak.
Calculation and Payment of the Success Premium. Upon the occurrence of a Successful Outcome, a Success Premium equal to fifteen percent (15%) of the aggregate discounted Fees billed to and paid or payable by RGC during the Litigation Period shall become due and payable by RGC to the Firm. For the avoidance of doubt, the Success Premium is calculated on the basis of the aggregate of all discounted Fees invoiced under this engagement, regardless of the identity of the timekeeper who performed the work, the nature of the services rendered, or the phase of the litigation in which such fees were incurred. The Success Premium is in addition to, and not in lieu of, the discounted Fees.
The Success Premium shall be invoiced by the Firm within thirty (30) days following the occurrence of the Successful Outcome and shall be payable by RGC within thirty (30) days of the date of such invoice. As an illustrative example, if the aggregate discounted Fees billed during the Litigation Period total $2,000,000, the Success Premium would equal $300,000 (i.e., 15% × $2,000,000).
3.3 Billing and Payment Terms
The Firm will render invoices to RGC on a monthly basis, in arrears, for professional services rendered and costs and disbursements incurred during the preceding calendar month. Each invoice will contain reasonable detail regarding the nature of the services performed, the identity of the timekeeper who performed such services, and the amount of time expended, in increments of one-tenth (0.1) of an hour. Invoices will be transmitted electronically to Mr. Olafson, or to such other individual as the Company may designate in writing, and will be accompanied by such supporting documentation as RGC may reasonably request.
Payment of each invoice is due within thirty (30) calendar days of the date of the invoice. Payment may be made by wire transfer to the Firm's client trust account (wire instructions to be provided under separate cover) or by check made payable to "Calderwood & Harkness LLP."
Any unpaid balance remaining outstanding beyond thirty (30) days from the date of the invoice shall accrue interest at the rate of one percent (1.0%) per month (equivalent to twelve percent (12%) per annum), or the maximum rate permitted by applicable law, whichever is less. Interest shall accrue from the date the payment was due until the date the payment is received by the Firm.
RGC reserves the right to raise billing inquiries or to dispute any item on an invoice within sixty (60) days of receipt of such invoice. Any undisputed amounts on an invoice that is the subject of a billing inquiry shall remain due and payable within the standard payment period. The Firm and the Company agree to work in good faith to resolve any billing disputes promptly.
4. Costs and Disbursements
In addition to the professional fees described in Section 3, RGC shall reimburse the Firm for all reasonable out-of-pocket costs and disbursements actually incurred by the Firm in connection with the engagement. The Firm will exercise its professional judgment to manage costs prudently and in the best interests of the Company.
Categories of anticipated costs and disbursements include, but are not limited to, the following:
•  Court filing fees and service of process charges;
•  Expert witness fees and expenses, including the retention and compensation of experts in damages analysis, forensic economics, gaming technology, and such other disciplines as may be required for the prosecution of RGC's claims;
•  Deposition transcript costs, including the cost of court reporters, and videography fees for video-recorded depositions;
•  E-discovery vendor charges, including fees for collection, processing, hosting, and review of electronically stored information on third-party review platforms;
•  Travel expenses incurred in connection with the engagement, including airfare, ground transportation, lodging, and meals, to the extent travel is necessary for depositions, court appearances, mediations, or other case-related activities;
•  Photocopying, printing, and messenger or courier service charges;
•  Mediation fees, arbitration fees, or fees charged by any court-appointed special master or referee; and
•  Any other reasonable costs and disbursements directly related to the prosecution of the Company's claims.
Cost Estimate. Based on the Firm's current assessment of the matter and its projected scope, the Firm estimates total costs and disbursements for this engagement at approximately $187,450. This figure is an estimate only and is provided for budgeting purposes; actual costs may be higher or lower depending on the course of the litigation, the scope and complexity of discovery, and other factors that cannot be predicted with certainty at this time. The Firm will keep RGC informed of any material changes to this estimate as the matter progresses.
Advance Approval. Any individual cost item or category of costs that is expected to exceed $25,000 in any single category shall require the advance written approval of the Company before the Firm incurs such cost. For purposes of this provision, each item listed in the bulleted list above constitutes a separate "category." The Firm will provide the Company with a reasonable description of the anticipated cost and the basis for the expenditure before seeking such approval.
Advancement and Reimbursement. The Firm will advance costs on behalf of RGC as they are incurred and will include such costs on the Firm's monthly invoices for reimbursement by the Company. The Company remains ultimately responsible for the payment of all costs and disbursements, regardless of the outcome of the case.
5. Client Responsibilities
The success of this engagement will depend, in significant part, on the full and timely cooperation of the Company. RGC agrees to the following responsibilities in connection with the engagement:
(a) Cooperation. RGC agrees to cooperate fully with the Firm in all aspects of the engagement, including making its officers, directors, employees, and agents available for interviews, depositions, testimony, and such other activities as the Firm may reasonably request in connection with the prosecution of the Company's claims.
(b) Document Production. RGC shall promptly provide the Firm with all documents, records, data, and information relevant to the matter, as requested by the Firm from time to time. This includes, without limitation, internal memoranda, correspondence, financial records, audit reports, board minutes, investor communications, marketing materials, and any other materials that may bear on the Company's claims or the defenses that may be asserted by Grizzly Peak.
(c) Litigation Hold. RGC shall immediately implement and maintain a litigation hold on all potentially relevant documents and electronically stored information, as will be more particularly described in a separate Litigation Hold Memorandum to be issued by the Firm concurrently with this engagement letter. The litigation hold must remain in effect for the duration of the engagement and until the Firm provides written notice that the hold may be released. Key custodians who are expected to be subject to the litigation hold include, but are not limited to:
•  Marcus J. Calloway, Chief Executive Officer;
•  Priya Ramaswaran, Chief Financial Officer;
•  Janelle Hu, Vice President, Investor Relations; and
•  Derek Olafson, General Counsel.
The Firm may identify additional custodians as the matter progresses, and RGC agrees to extend the litigation hold to such custodians promptly upon notification.
(d) Notification of Material Developments. RGC shall promptly advise the Firm of any material developments relating to the subject matter of the engagement, including but not limited to: (i) any communications, whether written or oral, from or on behalf of Grizzly Peak Research LLC, Grizzly Peak Capital Partners LP, or their counsel; (ii) any regulatory inquiries, investigations, or proceedings initiated by the SEC, the Nevada Gaming Control Board, or any other governmental authority relating to the matters at issue; (iii) any media inquiries or press coverage relating to the Grizzly Peak reports or the Company's response thereto; and (iv) any additional publications by Grizzly Peak or any other third party that may be relevant to the Company's claims.
6. Conflicts of Interest
The Firm has conducted a comprehensive conflicts check in accordance with its internal procedures and the applicable California Rules of Professional Conduct. Based on that review, the Firm has determined that, as of the date of this letter, it has no existing engagement or relationship that poses a conflict of interest with respect to this matter.
Specifically, the Firm does not currently represent, and has not recently represented, any of the following entities or individuals: Grizzly Peak Research LLC; Grizzly Peak Capital Partners LP; Tobias Fenchurch (reported Managing Member of Grizzly Peak Research LLC); Ava Lin (reported Senior Analyst at Grizzly Peak Research LLC); or any other known affiliate, principal, or agent of the foregoing.
RGC acknowledges that Calderwood & Harkness LLP is a large, multi-office law firm with a diverse client base, and that the Firm may from time to time represent other entities operating in the gaming, media, entertainment, or technology industries in matters unrelated to this engagement. RGC hereby consents to such unrelated representations, provided that they do not involve claims or positions that are directly adverse to RGC or that would materially limit the Firm's ability to represent RGC in this engagement. Nothing in this consent shall be construed as a waiver of any conflict of interest that may arise in the future with respect to matters directly adverse to RGC.
In the event that a conflict of interest arises during the course of this engagement, the Firm will promptly notify RGC in writing and provide a description of the nature of the conflict. The parties will then work in good faith to resolve the conflict, which may include obtaining the informed written consent of all affected parties in accordance with the California Rules of Professional Conduct. If the conflict cannot be waived or otherwise resolved, the Firm may be required to withdraw from the engagement, in which case the provisions of Section 9 regarding termination shall apply.
7. Confidentiality and Privilege
All communications between the Firm and RGC in connection with this engagement are intended to be protected by the attorney-client privilege, the work-product doctrine, and any other applicable privilege or protection. The Firm will treat all information provided by the Company in connection with this engagement as strictly confidential and will not disclose such information to any third party except as authorized by RGC, required by applicable law or court order, or permitted by the California Rules of Professional Conduct.
The Company should take care to maintain the confidentiality of all privileged communications with the Firm. In particular, RGC should exercise caution before disclosing any litigation-related information, strategies, or attorney-client communications to third parties, including the Company's other professional advisors. We understand that RGC engages a number of third-party advisors in the ordinary course of its business, including Pinnacle Audit & Advisory LLP (external auditors) and Crestline Equity Partners Group Inc. (public relations and investor communications). Disclosure of privileged communications to such third parties may, depending on the circumstances, result in a waiver of the attorney-client privilege. Before making any such disclosures, RGC should consult with the Firm to determine whether the disclosure can be made under a common-interest agreement, joint-defense arrangement, or other protective structure that would preserve the privileged nature of the communications.
The Firm's confidentiality obligations under this Section 7 shall survive the termination or conclusion of the engagement.
8. Insurance Notification
The Firm recommends that RGC promptly notify its directors' and officers' ("D&O") liability insurer, which we understand to be Atlas National Insurance Group, of the facts and circumstances giving rise to this engagement. Timely notification is important to preserve the Company's rights under its D&O policy, including any potential coverage for defense costs, indemnification obligations, or related liabilities that may arise in connection with this matter or any related proceedings.
The Firm notes that it does not represent RGC in connection with any insurance coverage matters, and this engagement letter does not create any obligation on the part of the Firm to advise the Company regarding its insurance rights or obligations. Should coverage issues arise, the Firm recommends that RGC retain separate counsel experienced in insurance coverage matters to advise the Company on those issues.
9. Termination
Either party may terminate this engagement at any time by providing written notice to the other party. Any such termination shall be subject to the following terms:
(a) Termination by the Company. In the event that RGC elects to terminate this engagement, the Company shall remain responsible for the payment of all fees earned and costs and disbursements incurred by the Firm through the effective date of termination. The Firm will cooperate in the orderly transition of the matter to successor counsel designated by the Company, including the transfer of the case file and work product.
(b) Termination by the Firm. In the event that the Firm determines that it must withdraw from the engagement — whether due to the emergence of a conflict of interest, a material breach of this letter by the Company, non-payment of fees, or for any other reason permitted by the applicable Rules of Professional Conduct — the Firm will provide RGC with reasonable advance notice and will take all steps reasonably necessary to protect the Company's interests during the transition period, including seeking court approval for the withdrawal if the Firm is then counsel of record. The Firm's obligations to the Company during the transition period shall include cooperating with successor counsel and providing access to the case file and work product.
(c) Effect on Success Premium. Upon termination of this engagement by either party, the Success Premium described in Section 3.2 shall not be payable unless: (i) a Successful Outcome has already occurred as of the effective date of termination; or (ii) a Successful Outcome occurs within twelve (12) months following the effective date of termination as a direct result of the Firm's work product, including but not limited to pleadings, motions, discovery materials, or settlement proposals prepared by the Firm during the course of the engagement. In the event that a Success Premium becomes payable under clause (ii), it shall be calculated on the basis of the aggregate discounted Fees billed by the Firm through the effective date of termination.
10. Document Retention
Upon the conclusion or termination of this engagement, the Firm will retain the matter file — including the Firm's internal work product, correspondence, pleadings, discovery materials, and related documents — in accordance with the Firm's standard document retention policy. The Firm's current policy provides for a minimum retention period of seven (7) years from the date of matter closure, after which the file may be destroyed in the ordinary course without further notice to the Company.
Client documents and property will be returned to RGC upon the Company's written request at any time during or after the engagement. The Firm may retain copies of the file for its records, subject to the Firm's continuing confidentiality obligations under Section 7 of this letter and the applicable Rules of Professional Conduct.
11. Limitation of Liability
To the fullest extent permitted by applicable law, the Firm's aggregate liability to RGC arising out of or in connection with this engagement, whether based on contract, tort (including negligence), or any other theory of liability, shall not exceed the total amount of fees actually paid by RGC to the Firm under this engagement letter as of the date on which any claim is asserted.
This limitation of liability shall not apply to claims arising from the Firm's willful misconduct or gross negligence in the performance of its obligations under this engagement. Nothing in this Section 11 shall be construed to limit the Firm's obligations under the California Rules of Professional Conduct or any other applicable ethical rules.
12. Governing Law and Dispute Resolution
This engagement letter shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction.
Any dispute, controversy, or claim arising out of or relating to this engagement letter, the Firm's representation of RGC, or the fees charged in connection with this engagement, including but not limited to disputes regarding the reasonableness of fees, the interpretation or enforceability of any provision of this letter, or any claim of legal malpractice, shall be submitted to binding arbitration in Los Angeles, California. The arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association (the "AAA"), before a single arbitrator selected in accordance with the AAA Rules. The arbitrator shall have substantial experience in legal-malpractice disputes or attorney-fee disputes. The arbitrator's decision shall be final and binding on the parties, and judgment on the award may be entered in any court of competent jurisdiction.
The prevailing party in any arbitration conducted pursuant to this Section 12 shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing party, in addition to any other relief awarded by the arbitrator.
13. Entire Agreement; Amendments
This engagement letter constitutes the entire agreement between the Firm and RGC with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, correspondence, proposals, and agreements, whether written or oral, relating to the Firm's engagement by the Company in this matter. No representations, warranties, or commitments have been made by either party except as expressly set forth in this letter.
This engagement letter may not be amended, modified, or supplemented except by a written instrument duly executed by authorized representatives of both the Firm and RGC. No waiver of any provision of this letter shall be effective unless made in writing and signed by the party granting the waiver, and no such waiver shall constitute a waiver of any other provision or a continuing waiver of the same provision.
14. Acceptance and Countersignature
We respectfully request that you indicate RGC's agreement to the terms and conditions set forth in this engagement letter by executing the acknowledgment below and returning a signed copy of this letter to my attention at the address set forth above, or by email to fmorano@calderwoodharkness.com. A copy of this letter suitable for countersignature is enclosed for your convenience.
In the absence of a signed copy of this letter, RGC's continued instruction to the Firm to proceed with the engagement, including any direction to commence the investigation or to prepare or file pleadings, shall constitute the Company's acceptance of all terms and conditions set forth herein.
We are grateful for the opportunity to represent Redstone Gaming Corp. in this matter. We believe that RGC has strong claims against Grizzly Peak Research LLC, and we are confident in our ability to achieve a favorable result for the Company. Please do not hesitate to contact me directly at (213) 555-7244 if you have any questions regarding this letter or any other aspect of the engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Francesca Morano, Partner Calderwood & Harkness LLP 333 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 555-7244
Email: fmorano@calderwoodharkness.com
ACKNOWLEDGMENT AND AGREEMENT
The undersigned, on behalf of Redstone Gaming Corp., hereby acknowledges receipt of this engagement letter, confirms that the undersigned is duly authorized to enter into this engagement on behalf of the Company, and agrees to the terms and conditions set forth herein.
ACKNOWLEDGED AND AGREED:
REDSTONE GAMING CORP.
By: ________
Name: Derek Olafson
Title: General Counsel
Date: ________
Redstone Gaming Corp. 8800 Crimson Ridge Parkway, Suite 1200 Las Vegas, NV 89113
cc: Marcus J. Calloway, Chief Executive Officer, Redstone Gaming Corp. Priya Ramaswaran, Chief Financial Officer, Redstone Gaming Corp. Samuel Eklund, Partner, Calderwood & Harkness LLP
Enclosure: Firm's Standard Terms of Engagement
Timekeeper | Standard Rate (2024) | discounted Rate (85%)
Francesca Morano, Partner | $1,475.00 / hr | $1,253.75 / hr
Samuel Eklund, Partner | $1,425.00 / hr | $1,211.25 / hr
Carlos Espinoza, Associate | $895.00 / hr | $760.75 / hr
Hannah Brinkley, Associate | $725.00 / hr | $616.25 / hr