1033-00006 · Redstone Gaming Corp · Pre-Litigation & Case Opening

litigation-hold-memorandum.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) 688-7200 Facsimile: (213) 688-7201 www.calderwoodharkness.com

MEMORANDUM

TO: Derek Olafson, General Counsel, Redstone Gaming Corp. Janelle Hu, Vice President, Investor Relations, Redstone Gaming Corp.

FROM: Carlos Espinoza, Calderwood & Harkness LLP

DATE: February 5, 2024

RE: Litigation Hold Directive — Redstone Gaming Corp. v. Grizzly Peak Research LLC, Superior Court of California, County of Los Angeles, Case No. 24STCV-01892

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT

This memorandum and all attachments hereto are protected by the attorney-client privilege, the work-product doctrine, and all other applicable privileges and protections. This communication is intended solely for the use of the individuals to whom it is addressed. Any unauthorized review, use, disclosure, or distribution of this memorandum is strictly prohibited. If you have received this memorandum in error, please notify the sender immediately and destroy all copies.

I. Purpose and Legal Obligation

Calderwood & Harkness LLP ("C&H") has been retained by Redstone Gaming Corp. ("RGC" or the "Company") to pursue claims of trade libel, intentional interference with prospective economic advantage, and unfair business practices under California Business and Professions Code Section 17200 et seq. against Grizzly Peak Research LLC ("GPR"). These claims arise from GPR's publication of false and defamatory research reports targeting RGC, which were designed to—and did—materially depress the market price of RGC's common stock for the benefit of GPR and its affiliated entities, which maintained and traded on short positions in RGC's publicly traded securities.

The Complaint in this action was filed today, February 5, 2024, in the Superior Court of California, County of Los Angeles, and has been assigned Case No. 24STCV-01892. RGC has standing to bring the foregoing claims and intends to seek compensatory damages, disgorgement of profits, punitive damages, and injunctive relief.

This memorandum constitutes a formal litigation hold notice. It imposes an immediate and ongoing obligation on Redstone Gaming Corp. and all identified custodians to preserve all documents, electronically stored information ("ESI"), and tangible things that are or may be potentially relevant to the claims and defenses in this action. The preservation obligation described herein is broad, and any ambiguity regarding whether a particular document or item falls within the scope of the hold should be resolved in favor of preservation.

The importance of this obligation cannot be overstated. Failure to preserve relevant materials may result in severe sanctions, including monetary penalties, adverse inference instructions (permitting the court or jury to infer that destroyed evidence was unfavorable to RGC), issue preclusion, evidentiary exclusion, or other penalties under California law, including California Code of Civil Procedure Sections 2023.010–2023.040, and applicable federal law. Courts in California and throughout the country have consistently imposed harsh consequences on litigants who fail to implement and enforce effective litigation holds, and the Company's credibility as a plaintiff could be significantly undermined by any evidence of spoliation.

The duty to preserve attaches immediately upon receipt of this memorandum and supersedes any existing document-retention or destruction policies, including but not limited to automatic deletion schedules for emails, electronic files, backup tapes, voicemail messages, and any other media. All routine, scheduled, or policy-based destruction of documents and ESI must cease immediately for the categories of materials and the custodians identified herein. No documents within the scope of this hold may be deleted, discarded, overwritten, modified, shredded, erased, or otherwise destroyed, regardless of whether any previously existing retention policy would have permitted such disposition.

This litigation hold remains in effect until Calderwood & Harkness LLP issues a formal written release. No oral instruction, informal communication, or passage of time will be deemed to terminate or modify this hold. The hold will be periodically reviewed and updated as the litigation develops, and any modifications will be communicated in writing.

II. Background and Scope of Litigation

A. The Parties

Plaintiff — Redstone Gaming Corp. RGC is a Nevada corporation, publicly traded on the Nasdaq Global Select Market under the ticker symbol "RDGM." The Company is headquartered at 8800 Crimson Ridge Parkway, Suite 1200, Las Vegas, Nevada 89113. Its Employer Identification Number is 88-0412793. RGC operates eleven casino-resort properties across Nevada, New Jersey, and Mississippi. In addition to its land-based gaming operations, RGC licenses proprietary electronic gaming platforms, operates Redstone Digital (its iGaming division), and manages Crimson Studios (its media-entertainment production arm). RGC's FY 2023 revenue was $3.42 billion, with EBITDA of $812 million (an approximately 23.7% margin), both as reported in financial statements audited by Pinnacle Audit & Advisory LLP. As of February 6, 2024, RGC had approximately 73.8 million shares outstanding and a market capitalization of approximately $6.8 billion, based on a closing price of $92.14 per share.

Defendant — Grizzly Peak Research LLC. GPR is a Delaware limited liability company with its principal office at 44 Maiden Lane, 7th Floor, San Francisco, California 94108. GPR operates as a so-called "short-seller research outfit"—an entity that publishes purportedly independent research reports targeting publicly traded companies while simultaneously maintaining and profiting from short positions in those companies' securities. GPR publishes its reports on its website, grizzlypeakresearch.com, and distributes them through its social media account @GrizzlyPeakRes, which has approximately 142,000 followers. GPR has publicly disclosed short positions in RDGM in its reports, confirming the financial incentive that underlies its publication of defamatory material about RGC.

Potential Additional Parties. As the litigation develops, additional parties may be added in an amended complaint. These may include:

• Grizzly Peak Capital Partners LP ("GPCP"), a Delaware limited partnership and an affiliated hedge fund that is understood to hold short positions in RDGM and to share personnel, office space, and management with GPR;

• Grizzly Peak Capital GP LLC, a Delaware limited liability company that serves as the general partner of GPCP; and

• Tobias "Toby" Fenchurch, individually, who serves as the Managing Member of GPR and as the sole managing member of Grizzly Peak Capital GP LLC, the general partner of GPCP. Mr. Fenchurch is believed to be the primary architect of GPR's campaign against RGC and to have personally directed the preparation and publication of the defamatory reports.

C&H will advise RGC if and when additional parties are identified and will issue supplemental preservation directives as appropriate.

B. The Defamatory Publications

GPR has published, or is expected to publish in the near term, a series of research reports containing false, misleading, and defamatory allegations about RGC and its officers. These reports are central to the claims asserted in the Complaint and are described below. Because this litigation hold is being issued on the date the Complaint was filed, certain of the reports described below may be anticipated but not yet published; to the extent any such report has already been published at the time this memorandum is received, all materials related thereto must be immediately preserved.

Report 1: "House of Cards: Redstone Gaming's Manufactured Earnings." This report, approximately 48 pages in length, was published or is anticipated to be published on or about February 7, 2024. It alleges the fabrication of approximately $410 million in FY 2023 revenue through what GPR characterizes as "fictitious intercompany transactions." The report purports to identify specific intercompany revenue streams that GPR claims are without economic substance and were engineered solely to inflate RGC's top-line financial results. These allegations are false and defamatory, and RGC intends to demonstrate that the intercompany transactions in question are legitimate, properly documented, and fully disclosed in accordance with applicable accounting standards and SEC regulations.

Report 2: "Rigged Reels: How Redstone's Slot Software Cheats the Regulators." This report, approximately 36 pages in length, was published or is anticipated to be published on or about February 14, 2024. It 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"). These allegations strike at the heart of RGC's regulatory compliance and gaming licenses—the lifeblood of its business—and are entirely without foundation. RGC's RNG systems have been independently tested and certified by accredited testing laboratories and are subject to ongoing regulatory oversight by the NGCB.

Report 3: "Double Down on Fraud: Redstone's Related-Party Shell Game." This report, approximately 29 pages in length, was published or is anticipated to be published on or about February 21, 2024. It alleges undisclosed related-party dealings between RGC's Chief Executive Officer, Marcus J. Calloway, and a purported shell entity identified as "Vermilion Holdings LLC." GPR claims that transactions between RGC and Vermilion Holdings LLC were concealed from auditors, the board of directors, and investors. These allegations are defamatory and false; RGC intends to demonstrate that all related-party transactions, to the extent any exist, have been properly disclosed and conducted on arm's-length terms.

All three reports have been or will be published on grizzlypeakresearch.com and distributed via GPR's social media account @GrizzlyPeakRes. GPR has disclosed its short positions in RDGM in connection with each report, confirming the self-interested and financially motivated nature of GPR's publications.

C. Financial Impact

The financial impact of GPR's defamatory campaign is expected to be substantial and constitutes the core of RGC's damages claims. The following baseline data are relevant to the damages analysis:

• Pre-publication RDGM closing price (February 6, 2024): $92.14 per share

• RGC shares outstanding: approximately 73.8 million

• Pre-publication market capitalization: approximately $6.8 billion

• RGC FY 2023 revenue: $3.42 billion (audited by Pinnacle Audit & Advisory LLP)

• RGC FY 2023 EBITDA: $812 million (approximately 23.7% margin) (audited by Pinnacle Audit & Advisory LLP)

Stock price declines and corresponding market-capitalization losses resulting from GPR's publications are expected to be central to the damages analysis. RGC will retain expert economists and damages consultants to perform event studies and regression analyses isolating the stock price impact attributable to GPR's false reports, as distinguished from general market movements and other confounding factors. In addition, RGC may seek disgorgement of profits earned by GPR, GPCP, and their affiliates through short trading in RDGM securities around the publication dates of the reports.

The preservation of contemporaneous trading data, market data, and communications is therefore critical.

III. Categories of Documents and ESI to Be Preserved

The following categories describe the types of documents, ESI, and tangible materials that must be preserved under this litigation hold. These categories are intended to be illustrative and not exhaustive. Any document, ESI, or tangible item that is or may be relevant to the claims or defenses in this action—or that might reasonably lead to the discovery of relevant evidence—must be preserved, regardless of whether it falls neatly within one of the categories below. When in doubt, preserve.

A. GPR Reports and Related Materials

All documents and ESI relating to GPR's research reports targeting RGC must be preserved, including but not limited to:

1. All copies—whether in print, electronic, cached, archived, or any other format—of the three GPR reports identified in Section II.B above (i.e., "House of Cards," "Rigged Reels," and "Double Down on Fraud"), as well as any additional GPR publications referencing RGC or RDGM.

2. All screenshots, downloads, web archives (including Wayback Machine captures), PDF saves, or other preserved copies of grizzlypeakresearch.com content referencing RGC, RDGM, or any of RGC's officers, directors, subsidiaries, or affiliates.

3. All screenshots, downloads, or archives of posts from GPR's social media account @GrizzlyPeakRes referencing RGC, RDGM, or any of RGC's officers, directors, subsidiaries, or affiliates, including any related comments, replies, retweets, reposts, or engagements.

4. Any internal RGC analyses, summaries, memoranda, presentations, spreadsheets, or responses prepared in reaction to the GPR reports, whether prepared by RGC employees, officers, board members, or outside advisors.

5. All media coverage, analyst commentary, blog posts, industry publications, or other third-party publications referencing the GPR reports and RGC, including articles from financial news outlets, transcripts of television or radio appearances, and postings on financial message boards or social media platforms.

B. Financial and Accounting Records

All financial and accounting records relevant to the allegations contained in GPR's reports and to RGC's affirmative claims must be preserved, including but not limited to:

1. All documents relating to RGC's FY 2023 revenue, including but not limited to revenue recognition schedules, intercompany transaction records, consolidation workpapers, elimination entries, segment reporting data, and any supporting documentation, relevant to rebutting GPR's allegation that approximately $410 million in FY 2023 revenue was fabricated through fictitious intercompany transactions.

2. All documents relating to RGC's relationships, transactions, agreements, and communications with any entity named "Vermilion Holdings LLC," or any entity or individual referenced in GPR's related-party allegations (Report 3), including corporate formation documents, operating agreements, contracts, invoices, payment records, wire transfer confirmations, and correspondence.

3. All communications with Pinnacle Audit & Advisory LLP (engagement partner: Walter Ng, CPA; office: 400 South 4th Street, Suite 600, Las Vegas, Nevada 89101), including but not limited to audit workpapers, management representation letters, audit committee correspondence, engagement letters, independence confirmations, internal control assessments, and any supplemental or forensic audit engagement materials, whether in draft or final form.

4. General ledger entries, journal entries, trial balances, and all supporting documentation for intercompany transactions during FY 2022 and FY 2023, including invoices, contracts, purchase orders, delivery confirmations, and any related approvals or authorizations.

5. All Board of Directors and Audit Committee minutes, presentations, agendas, resolutions, and supporting materials from January 1, 2022, through the present, to the extent they reference financial reporting, intercompany transactions, related-party transactions, revenue recognition, auditor communications, or any of the subject matters addressed in GPR's reports.

C. RDGM Stock Trading Records

All records relating to trading in RDGM securities must be preserved, including but not limited to:

1. All records of trading in RDGM securities—including common stock, put and call options, derivatives, swaps, and any other financial instruments referencing or linked to RDGM—by RGC, its officers, directors, and insiders (as defined under Section 16 of the Securities Exchange Act of 1934) from January 1, 2024, through the present and on a continuing basis.

2. All insider trading compliance records, Section 16 filings (including Forms 3, 4, and 5), Rule 10b5-1 trading plans and any amendments or terminations thereof, and pre-clearance requests and approvals for all officers and directors from January 1, 2024, through the present.

3. All communications with brokers, broker-dealers, market makers, prime brokers, or other counterparties regarding RDGM trading activity, including trade confirmations, account statements, order tickets, and settlement instructions.

4. Share price data, trading volume data, bid-ask spread data, short interest data, and analyst reports for RDGM from January 1, 2024, through the present, whether obtained from market data providers, internal systems, or publicly available sources.

D. Nevada Gaming Control Board Correspondence

All documents and communications relating to RGC's regulatory relationship with the Nevada Gaming Control Board must be preserved, including but not limited to:

1. All correspondence, submissions, filings, reports, and communications between RGC (or any of its subsidiaries, officers, employees, or agents) and the Nevada Gaming Control Board ("NGCB") relating to RNG software, payout statistics, gaming-equipment certifications, gaming license applications or renewals, regulatory compliance, and any other matters related to the subject matter of GPR's reports.

2. All internal testing records, certification documents, third-party laboratory test results, quality-assurance reports, validation studies, and compliance assessments for RGC's proprietary electronic gaming platforms and RNG systems, whether performed internally or by independent testing laboratories.

3. All documents relating to any regulatory audit, inspection, inquiry, examination, or investigation conducted by the NGCB (or any other state gaming regulatory authority in New Jersey or Mississippi) from January 1, 2022, through the present, including audit findings, corrective action plans, responses to deficiency notices, and follow-up correspondence.

E. Communications Referencing Key Individuals and Entities

All documents and communications that reference or involve the following individuals and entities must be preserved in their entirety. This includes emails, text messages (SMS and Westmark Software), instant messages, Meridian Solutions messages, Northgate Data Systems messages, Meridian Services Inc. messages, Signal messages, voicemails, letters, memoranda, and any other form of written or recorded communication:

• Tobias "Toby" Fenchurch (Managing Member of GPR)

• Ava Lin (Senior Analyst at GPR, identified as co-author of one or more of the GPR reports)

• Grizzly Peak Research LLC

• Grizzly Peak Capital Partners LP

• Grizzly Peak Capital GP LLC

• Vermilion Holdings LLC (the purported shell entity referenced in GPR's Report 3)

In addition, all documents and communications relating to any prior contact, relationship, dispute, negotiation, or interaction between RGC (or any of its officers, directors, employees, or agents) and any of the foregoing individuals or entities must be preserved, regardless of the date of such contact or communication. This includes any pre-litigation communications, cease-and-desist letters, demand letters, or settlement overtures.

F. Investor Relations and Public Communications

All documents and communications relating to RGC's investor relations activities and public communications must be preserved, including but not limited to:

1. All press releases, public statements, earnings call transcripts and recordings, investor presentations, roadshow materials, and Form 8-K filings from January 1, 2024, through the present.

2. All communications—whether inbound or outbound—with securities analysts, institutional investors, shareholders, prospective investors, media representatives, journalists, or any other third parties regarding GPR's reports, the allegations contained therein, RGC's stock price or market capitalization, or RGC's financial performance or regulatory compliance.

3. All communications with Crestline Equity Partners Group Inc. (RGC's crisis-communications advisor; lead contact: Simone Arecchi; office: 9255 Sunset Boulevard, Suite 710, West Hollywood, California 90069) relating to the GPR reports, RGC's public response thereto, media strategy, message development, stakeholder outreach, and any related matters. This includes engagement letters, strategy memoranda, draft press statements, talking points, Q&A documents, and media monitoring reports.

4. All social media posts, monitoring reports, engagement analytics, and related data for RGC's corporate social media accounts (including but not limited to accounts on Westvale Solutions, Westmark Health IT, Kestrel Services Inc., Northpoint Services Inc., and Crowne Albany Partners LLC), particularly those relating to or posted in response to GPR's reports or the resulting public discourse.

G. Insurance-Related Documents

All documents relating to RGC's insurance coverage that may be implicated by this litigation must be preserved, including but not limited to:

1. All documents relating to RGC's directors' and officers' ("D&O") liability insurance coverage maintained with Atlas National Insurance Group (777 South Figueroa Street, Suite 2800, Los Angeles, California 90017), including the current policy (and all endorsements, amendments, and riders), declarations pages, policy applications, renewal correspondence, premium payment records, and any prior claims history.

2. All notices of claim or notices of circumstances delivered to Atlas National Insurance Group in connection with this matter or any related matter, including copies of the notices, any acknowledgment from the insurer, and any subsequent correspondence with Atlas National regarding coverage, reservations of rights, or claim handling.

3. Any correspondence with insurance brokers, intermediaries, or coverage counsel regarding the availability, scope, or application of D&O or other insurance coverage to the claims asserted in this litigation or any related regulatory proceedings.

Please note that Atlas National Insurance Group has been put on notice of the circumstances giving rise to this litigation; however, no formal claim has been triggered on RGC's side as of the date of this memorandum. All communications with Atlas National should be preserved, and any new communications should be coordinated with C&H to protect applicable privileges.

H. Regulatory Inquiries

All documents and communications relating to any inquiry, investigation, examination, or proceeding initiated or contemplated by any governmental or regulatory body in connection with GPR's reports or the allegations contained therein must be preserved, including but not limited to:

1. Any communications with the U.S. Securities and Exchange Commission ("SEC"), whether formal or informal, including subpoenas, document requests, interrogatories, investigative orders, voluntary request letters, Wells notices, and any RGC responses thereto.

2. Any communications with the Nevada Gaming Control Board, the New Jersey Division of Gaming Enforcement, the Mississippi Gaming Commission, or any other state or federal gaming regulatory authority relating to inquiries or investigations prompted by GPR's reports.

3. All internal documents, memoranda, and analyses prepared in anticipation of or in response to any regulatory inquiry, including document collection logs, witness preparation materials, and timeline analyses.

To the extent that no formal regulatory inquiry has been initiated as of the date of this memorandum, RGC must nonetheless preserve all documents that could become relevant to any such inquiry, including any informal contacts or preliminary communications with regulatory personnel. If any regulatory inquiry is initiated, C&H must be notified immediately.

I. Legal Counsel Communications

All communications and documents relating to the engagement of and interactions with outside legal counsel must be preserved, subject to the protection of the attorney-client privilege and the work-product doctrine:

1. All communications with Hargrove & Sato LLP (RGC's Nevada gaming regulatory counsel; 300 South 4th Street, Suite 1800, Las Vegas, Nevada 89101) relating to regulatory response matters connected to GPR's allegations, including engagement letters, legal memoranda, regulatory strategy documents, and correspondence with regulatory authorities prepared by or in coordination with Hargrove & Sato.

2. All internal legal department files, memoranda, analyses, research, and work product relating to GPR, the GPR reports, the allegations contained therein, and the subject matter of this litigation.

3. All communications with Calderwood & Harkness LLP relating to this litigation, including this memorandum, all prior and subsequent correspondence, and all documents provided to or received from C&H.

All materials in this category should be clearly identified and maintained as privileged. Custodians should take care not to disclose privileged materials to any third party without first consulting with Derek Olafson or Carlos Espinoza, as inadvertent disclosure could result in waiver of the privilege.

IV. Identified Key Custodians

The following individuals are designated as key custodians whose files, email accounts, electronic devices, and physical files must be preserved in their entirety for all documents and ESI falling within the scope of this litigation hold. The custodian list reflects those individuals who, based on their roles and responsibilities, are most likely to possess documents and communications relevant to the claims and defenses in this action.

Additional custodians may be identified as the litigation develops. C&H will issue supplemental hold notices as necessary to incorporate additional individuals, including but not limited to members of the Board of Directors, Audit Committee members, divisional controllers, regulatory compliance officers, IT personnel, and any other employees or third parties who may possess relevant materials. Such supplemental notices will be issued in writing and will specify the scope of preservation required of each new custodian.

Individual notification and acknowledgment: Each custodian identified above must be individually notified by Derek Olafson, in his capacity as General Counsel, of the existence and terms of this litigation hold. Each custodian must acknowledge receipt of and compliance with this memorandum in writing by signing and returning the Acknowledgment Form attached hereto as an attachment. The signed Acknowledgment Forms must be returned within three (3) business days of the custodian's receipt of this memorandum. Derek Olafson should retain copies of all signed Acknowledgment Forms and provide copies to Carlos Espinoza at C&H.

V. Types of Media and Systems Subject to the Hold

This litigation hold applies to all documents and ESI regardless of the medium, format, or system in which they are stored. The following is a non-exhaustive list of the types of media and systems that are subject to this hold:

• Email systems, including server-based email (e.g., Strathmore Data Systems), cloud-based email (e.g., Ashgrove Software, Northgate Software), personal email accounts used for any business-related communications (e.g., personal Northgate Software, Cascade Health IT, or other accounts), and any archived or journaled email repositories.

• Text messages (SMS and Westmark Software) and messaging applications, including Meridian Solutions, Northgate Data Systems, Meridian Services Inc., Signal, Kestrel Data Systems, and any similar platform used for business-related communications, whether installed on corporate or personal devices.

• Voicemail systems, including desk phone voicemail, mobile phone voicemail, and any unified messaging or voicemail-to-email systems.

• Hard drives on desktop computers, laptop computers, external hard drives, USB flash drives, and any other removable storage media.

• Network shared drives and file servers, including departmental shared drives, project-specific folders, and any centralized document repositories maintained on RGC's corporate network.

• Cloud storage and collaboration platforms, including Sundial Systems, Cobalt Ridge Systems, Hollowell Health IT, Crestline Software, Larkspur Technologies, box, and any similar cloud-based file storage or collaboration tools used by RGC or its employees.

• Enterprise resource planning (ERP) and accounting systems, including Hollowell & Co., Ridgeline Industries, or any other ERP system used by RGC for financial reporting, general ledger management, accounts payable, accounts receivable, and intercompany transaction processing.

• Document management systems, including any system used to store, organize, and manage corporate documents, contracts, regulatory filings, and board materials.

• Backup tapes and disaster-recovery systems. All scheduled overwriting, rotation, or recycling of backup media must be suspended immediately. All existing backup tapes, snapshots, and disaster-recovery images must be preserved in their current state and cataloged. No backup media may be reused, reformatted, or destroyed until this hold is released.

• Physical files, notebooks, handwritten notes, and printed documents, including paper files maintained in offices, file rooms, storage facilities, and off-site record-storage locations.

• Personal devices, including smartphones (corporate and personal), tablets, home computers, and any other personal electronic devices used by custodians for any business-related communications, document creation, or document storage.

• Social media accounts, including RGC's corporate social media accounts and, where relevant to the scope of this hold, the personal social media accounts of custodians, to the extent such accounts were used for business-related communications or contain content referencing the subject matter of this litigation.

If any custodian or member of the IT department becomes aware of additional media, systems, or repositories not listed above that may contain documents or ESI falling within the scope of this hold, such media, systems, or repositories must be immediately preserved and reported to Derek Olafson and Carlos Espinoza.

VI. Obligations of Custodians and IT Department

A. Immediate Actions Required

The following actions must be taken immediately upon receipt of this memorandum:

1. Suspend all automatic deletion, overwriting, or recycling of electronic data for all custodians and systems identified in this memorandum. This includes suspending auto-delete policies on email accounts, suspending the rotation or overwriting of backup tapes, disabling auto-purge features on voicemail systems, and halting any other automated processes that would result in the destruction of potentially relevant data.

2. Notify RGC's IT department to preserve all backup tapes, disaster-recovery media, server images, and system snapshots in their current state. The IT department must receive a copy of this memorandum (or a summary directive authorized by Derek Olafson) and must confirm in writing that all automated deletion or overwriting processes have been suspended for the relevant systems and custodians.

3. Instruct each identified custodian to refrain from deleting, modifying, altering, overwriting, discarding, shredding, or otherwise destroying any documents or ESI falling within the scope of this hold. Custodians must not rearrange, reorganize, or alter the metadata of electronic files within the scope of the hold. Custodians must also refrain from using any data-wiping or file-cleaning software on devices that may contain relevant materials.

4. Collect and preserve documents and ESI on personal devices and personal accounts. Each custodian must identify and preserve any documents or ESI that may exist on personal devices (smartphones, tablets, home computers) or personal email or cloud accounts (e.g., personal Northgate Software, personal Larkspur Technologies) that fall within the scope of this hold. If a custodian has used a personal device or account for business-related communications, that custodian must immediately take steps to preserve the relevant data and must not delete, reset, or upgrade the device or account without first ensuring that all relevant data has been preserved.

B. Ongoing Obligations

The obligations imposed by this litigation hold are not limited to a one-time preservation effort. Custodians and the IT department must continue to comply with the following ongoing obligations:

• Continuing preservation. Custodians must continue to preserve all relevant materials on a going-forward basis as they are created, received, or come into the custodian's possession, custody, or control. The duty to preserve extends to all new documents and ESI that fall within the categories described in Section III above, including new emails, text messages, reports, analyses, and communications created or received after the date of this memorandum.

• New custodians and sources. As the litigation develops, additional employees, officers, consultants, or third parties may be identified as possessing relevant materials. Such individuals will be added to the hold, and C&H will issue supplemental preservation notices as appropriate. Any person who becomes aware that they may possess relevant materials should contact Derek Olafson or Carlos Espinoza immediately.

• Questions about scope. Any questions about whether specific materials fall within the scope of this litigation hold, or about the proper method of preserving particular types of documents or ESI, should be directed to:

Carlos Espinoza Calderwood & Harkness LLP 333 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 688-7200

Email: cespinoza@calderwoodharkness.com

or to:

Derek Olafson General Counsel Redstone Gaming Corp. 8800 Crimson Ridge Parkway, Suite 1200 Las Vegas, Nevada 89113

When in doubt about whether a particular document or item falls within the scope of this hold, the custodian should err on the side of preservation.

VII. Consequences of Non-Compliance

The consequences of failing to comply with this litigation hold are severe and may affect both the Company and individual custodians. All custodians and RGC personnel who receive this memorandum must treat this hold with the highest priority and must take immediate and diligent steps to ensure compliance.

Spoliation of evidence—defined as the destruction or material alteration of evidence, or the failure to preserve property or data for another's use as evidence in pending or reasonably foreseeable litigation—may result in the following court-imposed sanctions:

• Monetary penalties, including awards of attorneys' fees and costs to the opposing party;

• Adverse inference instructions, permitting the court or jury to presume that the destroyed evidence was unfavorable to RGC;

• Issue preclusion, barring RGC from presenting evidence or argument on particular issues;

• Evidentiary sanctions, excluding RGC's evidence on topics related to the destroyed materials;

• Terminating sanctions, including dismissal of RGC's claims in whole or in part; and

• Contempt of court, which may include additional monetary penalties or other consequences.

California courts have broad discretion in fashioning sanctions for spoliation, and the trend in both California and federal jurisprudence is toward increasingly severe consequences for parties that fail to implement and enforce reasonable preservation measures. See, e.g., Williams v. Russ (2012) 167 Cal.App.4th 1215; Reeves v. MV Transportation, Inc. (2010) 186 Cal.App.4th 666; New Westvale Partners LLC, Inc. v. Superior Court (2008) 168 Cal.App.4th 1403.

Furthermore, intentional or negligent destruction of relevant materials after receipt of this notice could expose the Company and individual custodians to personal liability, including liability for obstruction of justice, contempt, or other claims. C&H takes these obligations seriously and expects the same of every individual and department at RGC.

All custodians and RGC personnel must treat compliance with this litigation hold as a mandatory, non-negotiable obligation. Any questions about compliance should be directed to Derek Olafson or Carlos Espinoza immediately.

VIII. Acknowledgment and Confirmation

Each identified custodian is requested to sign and return the attached Custodian Acknowledgment Form (see Attachment A) confirming receipt of and compliance with this Litigation Hold Memorandum. The signed Acknowledgment Form must be returned within three (3) business days of the custodian's receipt of this memorandum.

By signing the Acknowledgment Form, each custodian confirms that he or she:

(a) has received and read this Litigation Hold Memorandum in its entirety;

(b) understands the obligation to preserve all documents and ESI within the scope described herein;

(d) confirms that no relevant documents or ESI have been destroyed, deleted, discarded, or materially altered since the custodian first became aware of the dispute with GPR or the filing of this lawsuit; and

(e) will promptly notify Derek Olafson or Carlos Espinoza of any questions, concerns, or issues arising in connection with compliance.

In addition, Derek Olafson, as General Counsel of RGC, is requested to confirm distribution of this memorandum to all identified custodians and to the IT department by return email or letter to Carlos Espinoza at the address listed in Section X below. This confirmation should include the date and method of distribution to each custodian and the IT department.

IX. Duration and Modification

This litigation hold remains in effect until Calderwood & Harkness LLP issues a formal written notice releasing the hold. No oral communication, informal instruction, or passage of time will be deemed to terminate, modify, or limit this hold in any way. The hold will survive changes in personnel, changes in counsel, and changes in the status of the litigation unless expressly modified or released in writing by C&H.

The scope of the hold may be expanded or narrowed as the litigation develops. For example, additional custodians, document categories, or time periods may be added if new claims are asserted, new parties are joined, or new facts come to light. Conversely, certain categories may be narrowed if the parties reach agreements on the scope of discovery or if the court enters orders limiting the scope of preservation. Any modifications to the scope of this hold will be communicated in writing by C&H.

To ensure ongoing compliance, C&H will issue periodic reminders to all custodians and to RGC's legal department, typically on a quarterly basis or more frequently as circumstances warrant. These reminders will restate the key terms of the hold and inquire about any changes in custodians' circumstances (e.g., departure from the Company, changes in devices or systems) that may affect preservation. All custodians are expected to respond promptly to such reminders and to report any issues that may affect their ability to comply.

X. Contact Information

For any questions, concerns, or guidance regarding this litigation hold, the preservation obligations described herein, or the scope of documents and ESI to be preserved, please contact:

Carlos Espinoza Lead Associate Calderwood & Harkness LLP 333 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 688-7243

Email: cespinoza@calderwoodharkness.com

Supervising Partner: Francesca Morano Responsible Partner Calderwood & Harkness LLP 333 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 688-7110

Email: fmorano@calderwoodharkness.com

Please do not hesitate to reach out with any questions, no matter how minor they may seem. Prompt communication is essential to ensuring that RGC meets its preservation obligations and protects its interests in this litigation.

This memorandum is issued pursuant to the authority of Calderwood & Harkness LLP as outside litigation counsel for Redstone Gaming Corp. and constitutes a formal litigation hold directive. All recipients are obligated to comply with the terms set forth herein.

Respectfully,

CALDERWOOD & HARKNESS LLP

By: ________

Carlos Espinoza Lead Associate

Supervising Partner: Francesca Morano

cc: Francesca Morano, Calderwood & Harkness LLP (via internal distribution)

ATTACHMENT A

CUSTODIAN ACKNOWLEDGMENT FORM

LITIGATION HOLD — REDSTONE GAMING CORP. v. GRIZZLY PEAK RESEARCH LLC Superior Court of California, County of Los Angeles Case No. 24STCV-01892

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

I, the undersigned, hereby acknowledge and confirm the following:

1. Receipt. I have received a copy of the Litigation Hold Memorandum dated February 5, 2024, issued by Calderwood & Harkness LLP in connection with the matter of Redstone Gaming Corp. v. Grizzly Peak Research LLC, Superior Court of California, County of Los Angeles, Case No. 24STCV-01892.

2. Understanding. I have read the Litigation Hold Memorandum in its entirety and understand my obligation to preserve all documents, electronically stored information ("ESI"), and tangible materials within the scope described therein.

3. Compliance. I commit to comply with all terms and conditions of the litigation hold, including but not limited to refraining from deleting, destroying, modifying, discarding, or otherwise altering any documents or ESI that fall within the scope of the hold, and continuing to preserve all relevant materials on a going-forward basis.

4. No Prior Destruction. I confirm that, to the best of my knowledge, no documents or ESI that are relevant to this litigation or that fall within the scope of the litigation hold have been destroyed, deleted, discarded, or materially altered since I first became aware of the dispute with Grizzly Peak Research LLC or the filing of this lawsuit.

5. Notification. I will promptly notify Derek Olafson, General Counsel of Redstone Gaming Corp., or Carlos Espinoza of Calderwood & Harkness LLP, of any questions, concerns, or issues that arise in connection with my compliance with this litigation hold, including any circumstances that may affect my ability to preserve relevant materials (such as a change in devices, departure from the Company, or discovery of additional relevant materials).

________________________________________

Signature

________________________________________

Printed Name

________________________________________

Title

________________________________________

Date

Instructions: Please sign and return this Acknowledgment Form within three (3) business days of your receipt of the Litigation Hold Memorandum to:

Derek Olafson General Counsel Redstone Gaming Corp. 8800 Crimson Ridge Parkway, Suite 1200 Las Vegas, Nevada 89113

with a copy to:

Carlos Espinoza Calderwood & Harkness LLP 333 South Grand Avenue, Suite 4800 Los Angeles, California 90071

Email: cespinoza@calderwoodharkness.com

This Acknowledgment Form and the Litigation Hold Memorandum to which it relates are privileged and confidential attorney-client communications and attorney work product. Do not disclose or distribute this form or the memorandum to any person who is not authorized to receive it without first consulting with Derek Olafson or Carlos Espinoza.

Custodian	Title	Custodian Rationale
Marcus J. Calloway	Chief Executive Officer, RGC	Named in GPR's related-party allegations concerning Vermilion Holdings LLC (Report 3); responsible for overall corporate strategy, public statements, and executive decision-making; signatory on SEC filings and certifications
Priya Ramaswaran	Chief Financial Officer, RGC	Responsible for financial reporting, revenue recognition policies and practices, and the Pinnacle Audit & Advisory engagement; directly implicated by GPR's revenue-fabrication allegations (Report 1); oversees intercompany accounting and consolidation
Derek Olafson	General Counsel, RGC	Oversees all litigation matters, regulatory response coordination, insurance notice and claims management, privilege matters, and internal investigations; primary internal point of contact for this litigation hold
Janelle Hu	Vice President, Investor Relations, RGC	Primary point of contact for analyst and investor inquiries; managed stock-price-related communications and stakeholder outreach; coordinated with Crestline Equity Partners Group Inc. regarding crisis communications and media strategy

CALDERWOOD & HARKNESS LLP Attorneys at Law
333 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 688-7200 Facsimile: (213) 688-7201 www.calderwoodharkness.com
MEMORANDUM
TO: Derek Olafson, General Counsel, Redstone Gaming Corp. Janelle Hu, Vice President, Investor Relations, Redstone Gaming Corp.
FROM: Carlos Espinoza, Calderwood & Harkness LLP
DATE: February 5, 2024
RE: Litigation Hold Directive — Redstone Gaming Corp. v. Grizzly Peak Research LLC, Superior Court of California, County of Los Angeles, Case No. 24STCV-01892
PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT
This memorandum and all attachments hereto are protected by the attorney-client privilege, the work-product doctrine, and all other applicable privileges and protections. This communication is intended solely for the use of the individuals to whom it is addressed. Any unauthorized review, use, disclosure, or distribution of this memorandum is strictly prohibited. If you have received this memorandum in error, please notify the sender immediately and destroy all copies.
I. Purpose and Legal Obligation
Calderwood & Harkness LLP ("C&H") has been retained by Redstone Gaming Corp. ("RGC" or the "Company") to pursue claims of trade libel, intentional interference with prospective economic advantage, and unfair business practices under California Business and Professions Code Section 17200 et seq. against Grizzly Peak Research LLC ("GPR"). These claims arise from GPR's publication of false and defamatory research reports targeting RGC, which were designed to—and did—materially depress the market price of RGC's common stock for the benefit of GPR and its affiliated entities, which maintained and traded on short positions in RGC's publicly traded securities.
The Complaint in this action was filed today, February 5, 2024, in the Superior Court of California, County of Los Angeles, and has been assigned Case No. 24STCV-01892. RGC has standing to bring the foregoing claims and intends to seek compensatory damages, disgorgement of profits, punitive damages, and injunctive relief.
This memorandum constitutes a formal litigation hold notice. It imposes an immediate and ongoing obligation on Redstone Gaming Corp. and all identified custodians to preserve all documents, electronically stored information ("ESI"), and tangible things that are or may be potentially relevant to the claims and defenses in this action. The preservation obligation described herein is broad, and any ambiguity regarding whether a particular document or item falls within the scope of the hold should be resolved in favor of preservation.
The importance of this obligation cannot be overstated. Failure to preserve relevant materials may result in severe sanctions, including monetary penalties, adverse inference instructions (permitting the court or jury to infer that destroyed evidence was unfavorable to RGC), issue preclusion, evidentiary exclusion, or other penalties under California law, including California Code of Civil Procedure Sections 2023.010–2023.040, and applicable federal law. Courts in California and throughout the country have consistently imposed harsh consequences on litigants who fail to implement and enforce effective litigation holds, and the Company's credibility as a plaintiff could be significantly undermined by any evidence of spoliation.
The duty to preserve attaches immediately upon receipt of this memorandum and supersedes any existing document-retention or destruction policies, including but not limited to automatic deletion schedules for emails, electronic files, backup tapes, voicemail messages, and any other media. All routine, scheduled, or policy-based destruction of documents and ESI must cease immediately for the categories of materials and the custodians identified herein. No documents within the scope of this hold may be deleted, discarded, overwritten, modified, shredded, erased, or otherwise destroyed, regardless of whether any previously existing retention policy would have permitted such disposition.
This litigation hold remains in effect until Calderwood & Harkness LLP issues a formal written release. No oral instruction, informal communication, or passage of time will be deemed to terminate or modify this hold. The hold will be periodically reviewed and updated as the litigation develops, and any modifications will be communicated in writing.
II. Background and Scope of Litigation
A. The Parties
Plaintiff — Redstone Gaming Corp. RGC is a Nevada corporation, publicly traded on the Nasdaq Global Select Market under the ticker symbol "RDGM." The Company is headquartered at 8800 Crimson Ridge Parkway, Suite 1200, Las Vegas, Nevada 89113. Its Employer Identification Number is 88-0412793. RGC operates eleven casino-resort properties across Nevada, New Jersey, and Mississippi. In addition to its land-based gaming operations, RGC licenses proprietary electronic gaming platforms, operates Redstone Digital (its iGaming division), and manages Crimson Studios (its media-entertainment production arm). RGC's FY 2023 revenue was $3.42 billion, with EBITDA of $812 million (an approximately 23.7% margin), both as reported in financial statements audited by Pinnacle Audit & Advisory LLP. As of February 6, 2024, RGC had approximately 73.8 million shares outstanding and a market capitalization of approximately $6.8 billion, based on a closing price of $92.14 per share.
Defendant — Grizzly Peak Research LLC. GPR is a Delaware limited liability company with its principal office at 44 Maiden Lane, 7th Floor, San Francisco, California 94108. GPR operates as a so-called "short-seller research outfit"—an entity that publishes purportedly independent research reports targeting publicly traded companies while simultaneously maintaining and profiting from short positions in those companies' securities. GPR publishes its reports on its website, grizzlypeakresearch.com, and distributes them through its social media account @GrizzlyPeakRes, which has approximately 142,000 followers. GPR has publicly disclosed short positions in RDGM in its reports, confirming the financial incentive that underlies its publication of defamatory material about RGC.
Potential Additional Parties. As the litigation develops, additional parties may be added in an amended complaint. These may include:
• Grizzly Peak Capital Partners LP ("GPCP"), a Delaware limited partnership and an affiliated hedge fund that is understood to hold short positions in RDGM and to share personnel, office space, and management with GPR;
• Grizzly Peak Capital GP LLC, a Delaware limited liability company that serves as the general partner of GPCP; and
• Tobias "Toby" Fenchurch, individually, who serves as the Managing Member of GPR and as the sole managing member of Grizzly Peak Capital GP LLC, the general partner of GPCP. Mr. Fenchurch is believed to be the primary architect of GPR's campaign against RGC and to have personally directed the preparation and publication of the defamatory reports.
C&H will advise RGC if and when additional parties are identified and will issue supplemental preservation directives as appropriate.
B. The Defamatory Publications
GPR has published, or is expected to publish in the near term, a series of research reports containing false, misleading, and defamatory allegations about RGC and its officers. These reports are central to the claims asserted in the Complaint and are described below. Because this litigation hold is being issued on the date the Complaint was filed, certain of the reports described below may be anticipated but not yet published; to the extent any such report has already been published at the time this memorandum is received, all materials related thereto must be immediately preserved.
Report 1: "House of Cards: Redstone Gaming's Manufactured Earnings." This report, approximately 48 pages in length, was published or is anticipated to be published on or about February 7, 2024. It alleges the fabrication of approximately $410 million in FY 2023 revenue through what GPR characterizes as "fictitious intercompany transactions." The report purports to identify specific intercompany revenue streams that GPR claims are without economic substance and were engineered solely to inflate RGC's top-line financial results. These allegations are false and defamatory, and RGC intends to demonstrate that the intercompany transactions in question are legitimate, properly documented, and fully disclosed in accordance with applicable accounting standards and SEC regulations.
Report 2: "Rigged Reels: How Redstone's Slot Software Cheats the Regulators." This report, approximately 36 pages in length, was published or is anticipated to be published on or about February 14, 2024. It 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"). These allegations strike at the heart of RGC's regulatory compliance and gaming licenses—the lifeblood of its business—and are entirely without foundation. RGC's RNG systems have been independently tested and certified by accredited testing laboratories and are subject to ongoing regulatory oversight by the NGCB.
Report 3: "Double Down on Fraud: Redstone's Related-Party Shell Game." This report, approximately 29 pages in length, was published or is anticipated to be published on or about February 21, 2024. It alleges undisclosed related-party dealings between RGC's Chief Executive Officer, Marcus J. Calloway, and a purported shell entity identified as "Vermilion Holdings LLC." GPR claims that transactions between RGC and Vermilion Holdings LLC were concealed from auditors, the board of directors, and investors. These allegations are defamatory and false; RGC intends to demonstrate that all related-party transactions, to the extent any exist, have been properly disclosed and conducted on arm's-length terms.
All three reports have been or will be published on grizzlypeakresearch.com and distributed via GPR's social media account @GrizzlyPeakRes. GPR has disclosed its short positions in RDGM in connection with each report, confirming the self-interested and financially motivated nature of GPR's publications.
C. Financial Impact
The financial impact of GPR's defamatory campaign is expected to be substantial and constitutes the core of RGC's damages claims. The following baseline data are relevant to the damages analysis:
• Pre-publication RDGM closing price (February 6, 2024): $92.14 per share
• RGC shares outstanding: approximately 73.8 million
• Pre-publication market capitalization: approximately $6.8 billion
• RGC FY 2023 revenue: $3.42 billion (audited by Pinnacle Audit & Advisory LLP)
• RGC FY 2023 EBITDA: $812 million (approximately 23.7% margin) (audited by Pinnacle Audit & Advisory LLP)
Stock price declines and corresponding market-capitalization losses resulting from GPR's publications are expected to be central to the damages analysis. RGC will retain expert economists and damages consultants to perform event studies and regression analyses isolating the stock price impact attributable to GPR's false reports, as distinguished from general market movements and other confounding factors. In addition, RGC may seek disgorgement of profits earned by GPR, GPCP, and their affiliates through short trading in RDGM securities around the publication dates of the reports.
The preservation of contemporaneous trading data, market data, and communications is therefore critical.
III. Categories of Documents and ESI to Be Preserved
The following categories describe the types of documents, ESI, and tangible materials that must be preserved under this litigation hold. These categories are intended to be illustrative and not exhaustive. Any document, ESI, or tangible item that is or may be relevant to the claims or defenses in this action—or that might reasonably lead to the discovery of relevant evidence—must be preserved, regardless of whether it falls neatly within one of the categories below. When in doubt, preserve.
A. GPR Reports and Related Materials
All documents and ESI relating to GPR's research reports targeting RGC must be preserved, including but not limited to:
1. All copies—whether in print, electronic, cached, archived, or any other format—of the three GPR reports identified in Section II.B above (i.e., "House of Cards," "Rigged Reels," and "Double Down on Fraud"), as well as any additional GPR publications referencing RGC or RDGM.
2. All screenshots, downloads, web archives (including Wayback Machine captures), PDF saves, or other preserved copies of grizzlypeakresearch.com content referencing RGC, RDGM, or any of RGC's officers, directors, subsidiaries, or affiliates.
3. All screenshots, downloads, or archives of posts from GPR's social media account @GrizzlyPeakRes referencing RGC, RDGM, or any of RGC's officers, directors, subsidiaries, or affiliates, including any related comments, replies, retweets, reposts, or engagements.
4. Any internal RGC analyses, summaries, memoranda, presentations, spreadsheets, or responses prepared in reaction to the GPR reports, whether prepared by RGC employees, officers, board members, or outside advisors.
5. All media coverage, analyst commentary, blog posts, industry publications, or other third-party publications referencing the GPR reports and RGC, including articles from financial news outlets, transcripts of television or radio appearances, and postings on financial message boards or social media platforms.
B. Financial and Accounting Records
All financial and accounting records relevant to the allegations contained in GPR's reports and to RGC's affirmative claims must be preserved, including but not limited to:
1. All documents relating to RGC's FY 2023 revenue, including but not limited to revenue recognition schedules, intercompany transaction records, consolidation workpapers, elimination entries, segment reporting data, and any supporting documentation, relevant to rebutting GPR's allegation that approximately $410 million in FY 2023 revenue was fabricated through fictitious intercompany transactions.
2. All documents relating to RGC's relationships, transactions, agreements, and communications with any entity named "Vermilion Holdings LLC," or any entity or individual referenced in GPR's related-party allegations (Report 3), including corporate formation documents, operating agreements, contracts, invoices, payment records, wire transfer confirmations, and correspondence.
3. All communications with Pinnacle Audit & Advisory LLP (engagement partner: Walter Ng, CPA; office: 400 South 4th Street, Suite 600, Las Vegas, Nevada 89101), including but not limited to audit workpapers, management representation letters, audit committee correspondence, engagement letters, independence confirmations, internal control assessments, and any supplemental or forensic audit engagement materials, whether in draft or final form.
4. General ledger entries, journal entries, trial balances, and all supporting documentation for intercompany transactions during FY 2022 and FY 2023, including invoices, contracts, purchase orders, delivery confirmations, and any related approvals or authorizations.
5. All Board of Directors and Audit Committee minutes, presentations, agendas, resolutions, and supporting materials from January 1, 2022, through the present, to the extent they reference financial reporting, intercompany transactions, related-party transactions, revenue recognition, auditor communications, or any of the subject matters addressed in GPR's reports.
C. RDGM Stock Trading Records
All records relating to trading in RDGM securities must be preserved, including but not limited to:
1. All records of trading in RDGM securities—including common stock, put and call options, derivatives, swaps, and any other financial instruments referencing or linked to RDGM—by RGC, its officers, directors, and insiders (as defined under Section 16 of the Securities Exchange Act of 1934) from January 1, 2024, through the present and on a continuing basis.
2. All insider trading compliance records, Section 16 filings (including Forms 3, 4, and 5), Rule 10b5-1 trading plans and any amendments or terminations thereof, and pre-clearance requests and approvals for all officers and directors from January 1, 2024, through the present.
3. All communications with brokers, broker-dealers, market makers, prime brokers, or other counterparties regarding RDGM trading activity, including trade confirmations, account statements, order tickets, and settlement instructions.
4. Share price data, trading volume data, bid-ask spread data, short interest data, and analyst reports for RDGM from January 1, 2024, through the present, whether obtained from market data providers, internal systems, or publicly available sources.
D. Nevada Gaming Control Board Correspondence
All documents and communications relating to RGC's regulatory relationship with the Nevada Gaming Control Board must be preserved, including but not limited to:
1. All correspondence, submissions, filings, reports, and communications between RGC (or any of its subsidiaries, officers, employees, or agents) and the Nevada Gaming Control Board ("NGCB") relating to RNG software, payout statistics, gaming-equipment certifications, gaming license applications or renewals, regulatory compliance, and any other matters related to the subject matter of GPR's reports.
2. All internal testing records, certification documents, third-party laboratory test results, quality-assurance reports, validation studies, and compliance assessments for RGC's proprietary electronic gaming platforms and RNG systems, whether performed internally or by independent testing laboratories.
3. All documents relating to any regulatory audit, inspection, inquiry, examination, or investigation conducted by the NGCB (or any other state gaming regulatory authority in New Jersey or Mississippi) from January 1, 2022, through the present, including audit findings, corrective action plans, responses to deficiency notices, and follow-up correspondence.
E. Communications Referencing Key Individuals and Entities
All documents and communications that reference or involve the following individuals and entities must be preserved in their entirety. This includes emails, text messages (SMS and Westmark Software), instant messages, Meridian Solutions messages, Northgate Data Systems messages, Meridian Services Inc. messages, Signal messages, voicemails, letters, memoranda, and any other form of written or recorded communication:
• Tobias "Toby" Fenchurch (Managing Member of GPR)
• Ava Lin (Senior Analyst at GPR, identified as co-author of one or more of the GPR reports)
• Grizzly Peak Research LLC
• Grizzly Peak Capital Partners LP
• Grizzly Peak Capital GP LLC
• Vermilion Holdings LLC (the purported shell entity referenced in GPR's Report 3)
In addition, all documents and communications relating to any prior contact, relationship, dispute, negotiation, or interaction between RGC (or any of its officers, directors, employees, or agents) and any of the foregoing individuals or entities must be preserved, regardless of the date of such contact or communication. This includes any pre-litigation communications, cease-and-desist letters, demand letters, or settlement overtures.
F. Investor Relations and Public Communications
All documents and communications relating to RGC's investor relations activities and public communications must be preserved, including but not limited to:
1. All press releases, public statements, earnings call transcripts and recordings, investor presentations, roadshow materials, and Form 8-K filings from January 1, 2024, through the present.
2. All communications—whether inbound or outbound—with securities analysts, institutional investors, shareholders, prospective investors, media representatives, journalists, or any other third parties regarding GPR's reports, the allegations contained therein, RGC's stock price or market capitalization, or RGC's financial performance or regulatory compliance.
3. All communications with Crestline Equity Partners Group Inc. (RGC's crisis-communications advisor; lead contact: Simone Arecchi; office: 9255 Sunset Boulevard, Suite 710, West Hollywood, California 90069) relating to the GPR reports, RGC's public response thereto, media strategy, message development, stakeholder outreach, and any related matters. This includes engagement letters, strategy memoranda, draft press statements, talking points, Q&A documents, and media monitoring reports.
4. All social media posts, monitoring reports, engagement analytics, and related data for RGC's corporate social media accounts (including but not limited to accounts on Westvale Solutions, Westmark Health IT, Kestrel Services Inc., Northpoint Services Inc., and Crowne Albany Partners LLC), particularly those relating to or posted in response to GPR's reports or the resulting public discourse.
G. Insurance-Related Documents
All documents relating to RGC's insurance coverage that may be implicated by this litigation must be preserved, including but not limited to:
1. All documents relating to RGC's directors' and officers' ("D&O") liability insurance coverage maintained with Atlas National Insurance Group (777 South Figueroa Street, Suite 2800, Los Angeles, California 90017), including the current policy (and all endorsements, amendments, and riders), declarations pages, policy applications, renewal correspondence, premium payment records, and any prior claims history.
2. All notices of claim or notices of circumstances delivered to Atlas National Insurance Group in connection with this matter or any related matter, including copies of the notices, any acknowledgment from the insurer, and any subsequent correspondence with Atlas National regarding coverage, reservations of rights, or claim handling.
3. Any correspondence with insurance brokers, intermediaries, or coverage counsel regarding the availability, scope, or application of D&O or other insurance coverage to the claims asserted in this litigation or any related regulatory proceedings.
Please note that Atlas National Insurance Group has been put on notice of the circumstances giving rise to this litigation; however, no formal claim has been triggered on RGC's side as of the date of this memorandum. All communications with Atlas National should be preserved, and any new communications should be coordinated with C&H to protect applicable privileges.
H. Regulatory Inquiries
All documents and communications relating to any inquiry, investigation, examination, or proceeding initiated or contemplated by any governmental or regulatory body in connection with GPR's reports or the allegations contained therein must be preserved, including but not limited to:
1. Any communications with the U.S. Securities and Exchange Commission ("SEC"), whether formal or informal, including subpoenas, document requests, interrogatories, investigative orders, voluntary request letters, Wells notices, and any RGC responses thereto.
2. Any communications with the Nevada Gaming Control Board, the New Jersey Division of Gaming Enforcement, the Mississippi Gaming Commission, or any other state or federal gaming regulatory authority relating to inquiries or investigations prompted by GPR's reports.
3. All internal documents, memoranda, and analyses prepared in anticipation of or in response to any regulatory inquiry, including document collection logs, witness preparation materials, and timeline analyses.
To the extent that no formal regulatory inquiry has been initiated as of the date of this memorandum, RGC must nonetheless preserve all documents that could become relevant to any such inquiry, including any informal contacts or preliminary communications with regulatory personnel. If any regulatory inquiry is initiated, C&H must be notified immediately.
I. Legal Counsel Communications
All communications and documents relating to the engagement of and interactions with outside legal counsel must be preserved, subject to the protection of the attorney-client privilege and the work-product doctrine:
1. All communications with Hargrove & Sato LLP (RGC's Nevada gaming regulatory counsel; 300 South 4th Street, Suite 1800, Las Vegas, Nevada 89101) relating to regulatory response matters connected to GPR's allegations, including engagement letters, legal memoranda, regulatory strategy documents, and correspondence with regulatory authorities prepared by or in coordination with Hargrove & Sato.
2. All internal legal department files, memoranda, analyses, research, and work product relating to GPR, the GPR reports, the allegations contained therein, and the subject matter of this litigation.
3. All communications with Calderwood & Harkness LLP relating to this litigation, including this memorandum, all prior and subsequent correspondence, and all documents provided to or received from C&H.
All materials in this category should be clearly identified and maintained as privileged. Custodians should take care not to disclose privileged materials to any third party without first consulting with Derek Olafson or Carlos Espinoza, as inadvertent disclosure could result in waiver of the privilege.
IV. Identified Key Custodians
The following individuals are designated as key custodians whose files, email accounts, electronic devices, and physical files must be preserved in their entirety for all documents and ESI falling within the scope of this litigation hold. The custodian list reflects those individuals who, based on their roles and responsibilities, are most likely to possess documents and communications relevant to the claims and defenses in this action.
Additional custodians may be identified as the litigation develops. C&H will issue supplemental hold notices as necessary to incorporate additional individuals, including but not limited to members of the Board of Directors, Audit Committee members, divisional controllers, regulatory compliance officers, IT personnel, and any other employees or third parties who may possess relevant materials. Such supplemental notices will be issued in writing and will specify the scope of preservation required of each new custodian.
Individual notification and acknowledgment: Each custodian identified above must be individually notified by Derek Olafson, in his capacity as General Counsel, of the existence and terms of this litigation hold. Each custodian must acknowledge receipt of and compliance with this memorandum in writing by signing and returning the Acknowledgment Form attached hereto as an attachment. The signed Acknowledgment Forms must be returned within three (3) business days of the custodian's receipt of this memorandum. Derek Olafson should retain copies of all signed Acknowledgment Forms and provide copies to Carlos Espinoza at C&H.
V. Types of Media and Systems Subject to the Hold
This litigation hold applies to all documents and ESI regardless of the medium, format, or system in which they are stored. The following is a non-exhaustive list of the types of media and systems that are subject to this hold:
• Email systems, including server-based email (e.g., Strathmore Data Systems), cloud-based email (e.g., Ashgrove Software, Northgate Software), personal email accounts used for any business-related communications (e.g., personal Northgate Software, Cascade Health IT, or other accounts), and any archived or journaled email repositories.
• Text messages (SMS and Westmark Software) and messaging applications, including Meridian Solutions, Northgate Data Systems, Meridian Services Inc., Signal, Kestrel Data Systems, and any similar platform used for business-related communications, whether installed on corporate or personal devices.
• Voicemail systems, including desk phone voicemail, mobile phone voicemail, and any unified messaging or voicemail-to-email systems.
• Hard drives on desktop computers, laptop computers, external hard drives, USB flash drives, and any other removable storage media.
• Network shared drives and file servers, including departmental shared drives, project-specific folders, and any centralized document repositories maintained on RGC's corporate network.
• Cloud storage and collaboration platforms, including Sundial Systems, Cobalt Ridge Systems, Hollowell Health IT, Crestline Software, Larkspur Technologies, box, and any similar cloud-based file storage or collaboration tools used by RGC or its employees.
• Enterprise resource planning (ERP) and accounting systems, including Hollowell & Co., Ridgeline Industries, or any other ERP system used by RGC for financial reporting, general ledger management, accounts payable, accounts receivable, and intercompany transaction processing.
• Document management systems, including any system used to store, organize, and manage corporate documents, contracts, regulatory filings, and board materials.
• Backup tapes and disaster-recovery systems. All scheduled overwriting, rotation, or recycling of backup media must be suspended immediately. All existing backup tapes, snapshots, and disaster-recovery images must be preserved in their current state and cataloged. No backup media may be reused, reformatted, or destroyed until this hold is released.
• Physical files, notebooks, handwritten notes, and printed documents, including paper files maintained in offices, file rooms, storage facilities, and off-site record-storage locations.
• Personal devices, including smartphones (corporate and personal), tablets, home computers, and any other personal electronic devices used by custodians for any business-related communications, document creation, or document storage.
• Social media accounts, including RGC's corporate social media accounts and, where relevant to the scope of this hold, the personal social media accounts of custodians, to the extent such accounts were used for business-related communications or contain content referencing the subject matter of this litigation.
If any custodian or member of the IT department becomes aware of additional media, systems, or repositories not listed above that may contain documents or ESI falling within the scope of this hold, such media, systems, or repositories must be immediately preserved and reported to Derek Olafson and Carlos Espinoza.
VI. Obligations of Custodians and IT Department
A. Immediate Actions Required
The following actions must be taken immediately upon receipt of this memorandum:
1. Suspend all automatic deletion, overwriting, or recycling of electronic data for all custodians and systems identified in this memorandum. This includes suspending auto-delete policies on email accounts, suspending the rotation or overwriting of backup tapes, disabling auto-purge features on voicemail systems, and halting any other automated processes that would result in the destruction of potentially relevant data.
2. Notify RGC's IT department to preserve all backup tapes, disaster-recovery media, server images, and system snapshots in their current state. The IT department must receive a copy of this memorandum (or a summary directive authorized by Derek Olafson) and must confirm in writing that all automated deletion or overwriting processes have been suspended for the relevant systems and custodians.
3. Instruct each identified custodian to refrain from deleting, modifying, altering, overwriting, discarding, shredding, or otherwise destroying any documents or ESI falling within the scope of this hold. Custodians must not rearrange, reorganize, or alter the metadata of electronic files within the scope of the hold. Custodians must also refrain from using any data-wiping or file-cleaning software on devices that may contain relevant materials.
4. Collect and preserve documents and ESI on personal devices and personal accounts. Each custodian must identify and preserve any documents or ESI that may exist on personal devices (smartphones, tablets, home computers) or personal email or cloud accounts (e.g., personal Northgate Software, personal Larkspur Technologies) that fall within the scope of this hold. If a custodian has used a personal device or account for business-related communications, that custodian must immediately take steps to preserve the relevant data and must not delete, reset, or upgrade the device or account without first ensuring that all relevant data has been preserved.
B. Ongoing Obligations
The obligations imposed by this litigation hold are not limited to a one-time preservation effort. Custodians and the IT department must continue to comply with the following ongoing obligations:
• Continuing preservation. Custodians must continue to preserve all relevant materials on a going-forward basis as they are created, received, or come into the custodian's possession, custody, or control. The duty to preserve extends to all new documents and ESI that fall within the categories described in Section III above, including new emails, text messages, reports, analyses, and communications created or received after the date of this memorandum.
• New custodians and sources. As the litigation develops, additional employees, officers, consultants, or third parties may be identified as possessing relevant materials. Such individuals will be added to the hold, and C&H will issue supplemental preservation notices as appropriate. Any person who becomes aware that they may possess relevant materials should contact Derek Olafson or Carlos Espinoza immediately.
• Questions about scope. Any questions about whether specific materials fall within the scope of this litigation hold, or about the proper method of preserving particular types of documents or ESI, should be directed to:
Carlos Espinoza Calderwood & Harkness LLP 333 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 688-7200
Email: cespinoza@calderwoodharkness.com
or to:
Derek Olafson General Counsel Redstone Gaming Corp. 8800 Crimson Ridge Parkway, Suite 1200 Las Vegas, Nevada 89113
When in doubt about whether a particular document or item falls within the scope of this hold, the custodian should err on the side of preservation.
VII. Consequences of Non-Compliance
The consequences of failing to comply with this litigation hold are severe and may affect both the Company and individual custodians. All custodians and RGC personnel who receive this memorandum must treat this hold with the highest priority and must take immediate and diligent steps to ensure compliance.
Spoliation of evidence—defined as the destruction or material alteration of evidence, or the failure to preserve property or data for another's use as evidence in pending or reasonably foreseeable litigation—may result in the following court-imposed sanctions:
• Monetary penalties, including awards of attorneys' fees and costs to the opposing party;
• Adverse inference instructions, permitting the court or jury to presume that the destroyed evidence was unfavorable to RGC;
• Issue preclusion, barring RGC from presenting evidence or argument on particular issues;
• Evidentiary sanctions, excluding RGC's evidence on topics related to the destroyed materials;
• Terminating sanctions, including dismissal of RGC's claims in whole or in part; and
• Contempt of court, which may include additional monetary penalties or other consequences.
California courts have broad discretion in fashioning sanctions for spoliation, and the trend in both California and federal jurisprudence is toward increasingly severe consequences for parties that fail to implement and enforce reasonable preservation measures. See, e.g., Williams v. Russ (2012) 167 Cal.App.4th 1215; Reeves v. MV Transportation, Inc. (2010) 186 Cal.App.4th 666; New Westvale Partners LLC, Inc. v. Superior Court (2008) 168 Cal.App.4th 1403.
Furthermore, intentional or negligent destruction of relevant materials after receipt of this notice could expose the Company and individual custodians to personal liability, including liability for obstruction of justice, contempt, or other claims. C&H takes these obligations seriously and expects the same of every individual and department at RGC.
All custodians and RGC personnel must treat compliance with this litigation hold as a mandatory, non-negotiable obligation. Any questions about compliance should be directed to Derek Olafson or Carlos Espinoza immediately.
VIII. Acknowledgment and Confirmation
Each identified custodian is requested to sign and return the attached Custodian Acknowledgment Form (see Attachment A) confirming receipt of and compliance with this Litigation Hold Memorandum. The signed Acknowledgment Form must be returned within three (3) business days of the custodian's receipt of this memorandum.
By signing the Acknowledgment Form, each custodian confirms that he or she:
(a) has received and read this Litigation Hold Memorandum in its entirety;
(b) understands the obligation to preserve all documents and ESI within the scope described herein;
(c) commits to comply with all terms and conditions of this hold;
(d) confirms that no relevant documents or ESI have been destroyed, deleted, discarded, or materially altered since the custodian first became aware of the dispute with GPR or the filing of this lawsuit; and
(e) will promptly notify Derek Olafson or Carlos Espinoza of any questions, concerns, or issues arising in connection with compliance.
In addition, Derek Olafson, as General Counsel of RGC, is requested to confirm distribution of this memorandum to all identified custodians and to the IT department by return email or letter to Carlos Espinoza at the address listed in Section X below. This confirmation should include the date and method of distribution to each custodian and the IT department.
IX. Duration and Modification
This litigation hold remains in effect until Calderwood & Harkness LLP issues a formal written notice releasing the hold. No oral communication, informal instruction, or passage of time will be deemed to terminate, modify, or limit this hold in any way. The hold will survive changes in personnel, changes in counsel, and changes in the status of the litigation unless expressly modified or released in writing by C&H.
The scope of the hold may be expanded or narrowed as the litigation develops. For example, additional custodians, document categories, or time periods may be added if new claims are asserted, new parties are joined, or new facts come to light. Conversely, certain categories may be narrowed if the parties reach agreements on the scope of discovery or if the court enters orders limiting the scope of preservation. Any modifications to the scope of this hold will be communicated in writing by C&H.
To ensure ongoing compliance, C&H will issue periodic reminders to all custodians and to RGC's legal department, typically on a quarterly basis or more frequently as circumstances warrant. These reminders will restate the key terms of the hold and inquire about any changes in custodians' circumstances (e.g., departure from the Company, changes in devices or systems) that may affect preservation. All custodians are expected to respond promptly to such reminders and to report any issues that may affect their ability to comply.
X. Contact Information
For any questions, concerns, or guidance regarding this litigation hold, the preservation obligations described herein, or the scope of documents and ESI to be preserved, please contact:
Carlos Espinoza Lead Associate Calderwood & Harkness LLP 333 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 688-7243
Email: cespinoza@calderwoodharkness.com
Supervising Partner: Francesca Morano Responsible Partner Calderwood & Harkness LLP 333 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 688-7110
Email: fmorano@calderwoodharkness.com
Please do not hesitate to reach out with any questions, no matter how minor they may seem. Prompt communication is essential to ensuring that RGC meets its preservation obligations and protects its interests in this litigation.
This memorandum is issued pursuant to the authority of Calderwood & Harkness LLP as outside litigation counsel for Redstone Gaming Corp. and constitutes a formal litigation hold directive. All recipients are obligated to comply with the terms set forth herein.
Respectfully,
CALDERWOOD & HARKNESS LLP
By: ________
Carlos Espinoza Lead Associate
Supervising Partner: Francesca Morano
cc: Francesca Morano, Calderwood & Harkness LLP (via internal distribution)
ATTACHMENT A
CUSTODIAN ACKNOWLEDGMENT FORM
LITIGATION HOLD — REDSTONE GAMING CORP. v. GRIZZLY PEAK RESEARCH LLC Superior Court of California, County of Los Angeles Case No. 24STCV-01892
PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
I, the undersigned, hereby acknowledge and confirm the following:
1. Receipt. I have received a copy of the Litigation Hold Memorandum dated February 5, 2024, issued by Calderwood & Harkness LLP in connection with the matter of Redstone Gaming Corp. v. Grizzly Peak Research LLC, Superior Court of California, County of Los Angeles, Case No. 24STCV-01892.
2. Understanding. I have read the Litigation Hold Memorandum in its entirety and understand my obligation to preserve all documents, electronically stored information ("ESI"), and tangible materials within the scope described therein.
3. Compliance. I commit to comply with all terms and conditions of the litigation hold, including but not limited to refraining from deleting, destroying, modifying, discarding, or otherwise altering any documents or ESI that fall within the scope of the hold, and continuing to preserve all relevant materials on a going-forward basis.
4. No Prior Destruction. I confirm that, to the best of my knowledge, no documents or ESI that are relevant to this litigation or that fall within the scope of the litigation hold have been destroyed, deleted, discarded, or materially altered since I first became aware of the dispute with Grizzly Peak Research LLC or the filing of this lawsuit.
5. Notification. I will promptly notify Derek Olafson, General Counsel of Redstone Gaming Corp., or Carlos Espinoza of Calderwood & Harkness LLP, of any questions, concerns, or issues that arise in connection with my compliance with this litigation hold, including any circumstances that may affect my ability to preserve relevant materials (such as a change in devices, departure from the Company, or discovery of additional relevant materials).
________________________________________
Signature
________________________________________
Printed Name
________________________________________
Title
________________________________________
Date
Instructions: Please sign and return this Acknowledgment Form within three (3) business days of your receipt of the Litigation Hold Memorandum to:
Derek Olafson General Counsel Redstone Gaming Corp. 8800 Crimson Ridge Parkway, Suite 1200 Las Vegas, Nevada 89113
with a copy to:
Carlos Espinoza Calderwood & Harkness LLP 333 South Grand Avenue, Suite 4800 Los Angeles, California 90071
Email: cespinoza@calderwoodharkness.com
This Acknowledgment Form and the Litigation Hold Memorandum to which it relates are privileged and confidential attorney-client communications and attorney work product. Do not disclose or distribute this form or the memorandum to any person who is not authorized to receive it without first consulting with Derek Olafson or Carlos Espinoza.
Custodian | Title | Custodian Rationale
Marcus J. Calloway | Chief Executive Officer, RGC | Named in GPR's related-party allegations concerning Vermilion Holdings LLC (Report 3); responsible for overall corporate strategy, public statements, and executive decision-making; signatory on SEC filings and certifications
Priya Ramaswaran | Chief Financial Officer, RGC | Responsible for financial reporting, revenue recognition policies and practices, and the Pinnacle Audit & Advisory engagement; directly implicated by GPR's revenue-fabrication allegations (Report 1); oversees intercompany accounting and consolidation
Derek Olafson | General Counsel, RGC | Oversees all litigation matters, regulatory response coordination, insurance notice and claims management, privilege matters, and internal investigations; primary internal point of contact for this litigation hold
Janelle Hu | Vice President, Investor Relations, RGC | Primary point of contact for analyst and investor inquiries; managed stock-price-related communications and stakeholder outreach; coordinated with Crestline Equity Partners Group Inc. regarding crisis communications and media strategy

CALDERWOOD & HARKNESS LLP Attorneys at Law

MEMORANDUM

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP

ATTACHMENT A

CUSTODIAN ACKNOWLEDGMENT FORM

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

Record

Parties

Dates

Amounts