1033-00006 · Redstone Gaming Corp · Settlement Documents

exhibit-d-stipulated-permanent-injunction.docx DOCUMENT Litigation

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EXHIBIT D TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

Filed by:

CALDERWOOD & HARKNESS LLP 333 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 555-8200 Facsimile: (213) 555-8201 Attorneys for Plaintiff Redstone Gaming Corp.

CALDWELL, TSENG & BARROW LLP 555 California Street, Suite 3100 San Francisco, California 94104 Telephone: (415) 555-7100 Facsimile: (415) 555-7101 Attorneys for Defendants Grizzly Peak Research LLC, Grizzly Peak Capital Partners LP, and Tobias Fenchurch

STIPULATION AND [PROPOSED] ORDER FOR ENTRY OF PERMANENT INJUNCTION

STIPULATION

Plaintiff Redstone Gaming Corp. ("RGC" or "Plaintiff"), by and through its attorneys of record, Calderwood & Harkness LLP (Francesca Morano, Samuel Eklund, Carlos Espinoza, and Hannah Brinkley), and Defendants Grizzly Peak Research LLC ("GPR"), Grizzly Peak Capital Partners LP ("GPCP"), and Tobias Fenchurch, individually (collectively, "Defendants"), by and through their attorneys of record, Caldwell, Tseng & Barrow LLP (Raymond Caldwell and Natalie Orenstein), hereby stipulate and agree to the entry of this Permanent Injunction by the Superior Court of the State of California, County of Los Angeles, upon the following terms and conditions:

RECITALS. WHEREAS, Plaintiff filed the original Complaint in this action on February 5, 2024, asserting causes of action against Grizzly Peak Research LLC for (1) Trade Libel pursuant to California Civil Code Section 46(3), (2) Intentional Interference with Prospective Economic Advantage, and (3) Unfair Business Practices pursuant to California Business and Professions Code Section 17200 et seq.;

WHEREAS, Plaintiff filed a First Amended Complaint on March 18, 2024, adding Grizzly Peak Capital Partners LP and Tobias Fenchurch as defendants and asserting a fourth cause of action for Negligent Misrepresentation against all Defendants;

WHEREAS, the action arises from Defendants' research, drafting, publication, and dissemination of three research reports concerning Plaintiff and its business operations, specifically: (a) a forty-eight (48) page report entitled "House of Cards: Redstone Gaming's Manufactured Earnings," published on February 7, 2024; (b) a thirty-six (36) page report entitled "Rigged Reels: How Redstone's Slot Software Cheats the Regulators," published on February 14, 2024; and (c) a twenty-nine (29) page report entitled "Double Down on Fraud: Redstone's Related-Party Shell Game," published on February 21, 2024 (collectively, the "Reports"), each of which was published on the website grizzlypeakresearch.com and distributed via the social media account @GrizzlyPeakRes on the X platform (formerly known as Fenmore Solutions), as well as through Defendants' subscriber email distribution list;

WHEREAS, the Reports alleged, among other things: (i) that RGC fabricated approximately Four Hundred Ten Million Dollars ($410,000,000) in fiscal year 2023 revenue through fictitious intercompany transactions designed to inflate reported earnings; (ii) that RGC manipulated random-number-generator ("RNG") software embedded in its proprietary slot machine systems in order to inflate payout statistics reported to the Nevada Gaming Control Board ("NGCB"), thereby engaging in regulatory fraud; and (iii) that RGC's Chief Executive Officer, Marcus J. Calloway, had engaged in undisclosed related-party dealings with a purported shell entity identified as "Vermilion Holdings LLC," which dealings were allegedly concealed from RGC's Board of Directors, its independent auditors, and its public investors;

WHEREAS, each of the three foregoing allegations was subsequently investigated by independent authorities and found to be without merit: (i) Pinnacle Audit & Advisory LLP, RGC's independent registered public accounting firm, conducted a supplemental audit of RGC's intercompany revenue recognition and consolidation practices for fiscal year 2023 and confirmed the accuracy of RGC's reported revenue figures, as disclosed in a Form 8-K filed by RGC with the Securities and Exchange Commission ("SEC") on April 12, 2024; (ii) the Nevada Gaming Control Board completed an independent audit of RGC's RNG software and gaming system compliance on March 29, 2024, and issued a formal clearance letter finding no evidence of software manipulation, irregularity, or deviation from applicable regulatory standards; and (iii) the SEC's Division of Enforcement opened an informal inquiry into the matters alleged in the Reports in March 2024, and subsequently closed that inquiry with no enforcement action on August 16, 2024, as confirmed by correspondence from the SEC to counsel for RGC;

WHEREAS, at the time of publication of the Reports, Defendants maintained short positions in RGC's common stock, which is publicly traded on the Nasdaq Global Select Market under the ticker symbol RDGM, consisting of approximately six hundred eighty thousand (680,000) shares with a notional value of approximately Sixty-Two Million Six Hundred Sixty Thousand Dollars ($62,660,000), which short positions were not disclosed in the Reports at the time of their initial publication;

WHEREAS, as a direct and proximate result of the publication and dissemination of the Reports, RGC's common stock price declined from a closing price of Ninety-Two Dollars and Fourteen Cents ($92.14) per share on February 6, 2024 (the last trading day prior to the publication of the first Report) to a trough closing price of Seventy-Two Dollars and Eighty Cents ($72.80) per share on February 21, 2024 (the date of publication of the third Report), representing a cumulative decline of Nineteen Dollars and Thirty-Four Cents ($19.34) per share, or approximately twenty-one percent (21.0%), and resulting in an aggregate market-capitalization loss to RGC's shareholders of approximately One Billion Four Hundred Twenty-Seven Million Dollars ($1,427,000,000);

WHEREAS, the Parties participated in a two-day mediation on December 3 and 4, 2024, before the Honorable Gerald K. Matsuda (Ret.) at the Westside Mediation Center, located at 11601 Wilshire Boulevard, Suite 1200, Los Angeles, California 90025, and at the conclusion of the second day of mediation reached a settlement-in-principle, which was memorialized in a binding Mediator's Term Sheet signed by all Parties and their respective counsel on December 4, 2024;

WHEREAS, the Parties have entered into a Settlement Agreement and Mutual Release dated January 6, 2025 (the "Settlement Agreement"), a copy of which has been filed with this Court under seal, which Settlement Agreement provides, inter alia, for the entry of a stipulated permanent injunction on the terms and conditions set forth herein;

WHEREAS, each Party, through its respective counsel, has consented to the entry of this Permanent Injunction and has been afforded a full and fair opportunity to review its terms, to consult with independent counsel, and to negotiate its provisions;

NOW, THEREFORE, the Parties stipulate and agree to the entry of the following Permanent Injunction by this Court:

SECTION 1: DEFINITIONS

As used in this Stipulated Permanent Injunction, the following terms shall have the meanings set forth below. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Settlement Agreement.

1.1 "Defendants" shall mean, collectively: (a) Grizzly Peak Research LLC (EIN: 85-3291064), a Delaware limited liability company with its principal office located at 44 Maiden Lane, 7th Floor, San Francisco, California 94108; (b) Grizzly Peak Capital Partners LP (EIN: 85-3291078), a Delaware limited partnership with its principal office located at 44 Maiden Lane, 7th Floor, San Francisco, California 94108; and (c) Tobias Fenchurch, individually, who serves as the Managing Member of Grizzly Peak Research LLC and as the sole managing member of Grizzly Peak Capital GP LLC, a Delaware limited liability company that serves as the sole general partner of Grizzly Peak Capital Partners LP.

1.2 "Plaintiff" or "RGC" shall mean Redstone Gaming Corp. (EIN: 88-0412793), a Nevada corporation with its principal headquarters located at 8800 Crimson Ridge Parkway, Suite 1200, Las Vegas, Nevada 89113, whose common stock is publicly traded on the Nasdaq Global Select Market under the ticker symbol RDGM.

1.3 "Reports" shall mean the three research publications identified in the Recitals above, specifically: (a) "House of Cards: Redstone Gaming's Manufactured Earnings" (published February 7, 2024); (b) "Rigged Reels: How Redstone's Slot Software Cheats the Regulators" (published February 14, 2024); and (c) "Double Down on Fraud: Redstone's Related-Party Shell Game" (published February 21, 2024).

1.4 "Substantially Similar Statements" shall mean any statement, report, analysis, commentary, social media post, blog entry, podcast, video, interview, press release, or other communication, in any medium or format, that repeats, restates, paraphrases, summarizes, or conveys the substance of the material allegations contained in the Reports, including but not limited to allegations of: (a) revenue fabrication, manufactured earnings, fictitious intercompany transactions, or other accounting fraud at RGC; (b) RNG software manipulation, tampering with gaming systems, or regulatory fraud regarding RGC's gaming systems or its reporting to the Nevada Gaming Control Board or any other gaming regulatory authority; or (c) undisclosed related-party transactions, self-dealing, or conflicts of interest involving RGC's Chief Executive Officer Marcus J. Calloway, Vermilion Holdings LLC, or any entity alleged to be a shell company or alter ego of Mr. Calloway. For the avoidance of doubt, the term "Substantially Similar Statements" shall not include (i) truthful statements of publicly available fact that do not convey the substance of the specific allegations set forth in the Reports, or (ii) statements made in compliance with the carve-outs set forth in Section 2.2(c) below.

1.5 "RDGM Securities" shall mean any and all securities of Redstone Gaming Corp., including without limitation: common stock, preferred stock, options (whether listed or over-the-counter), warrants, convertible notes, convertible bonds, swaps, contracts for difference ("CFDs"), total return swaps, equity-linked notes, structured products, futures contracts, and any other derivative instruments referencing, linked to, or deriving their value in whole or in part from RDGM common stock or any other security issued by RGC or any of its subsidiaries.

1.6 "Effective Date" shall mean January 6, 2025, the date of execution of the Settlement Agreement.

1.7 "Settlement Agreement" shall mean the Settlement Agreement and Mutual Release dated January 6, 2025, among Plaintiff, GPR, GPCP, and Tobias Fenchurch, together with all exhibits and schedules thereto.

1.8 "Covered Persons" shall mean Defendants and their respective officers, directors, members, partners, managers, employees, agents, representatives, consultants, contractors, successors, assigns, affiliates, and any person or entity acting in concert or participation with any of them who receives actual notice of this Permanent Injunction by personal service or otherwise. For the avoidance of doubt, "Covered Persons" includes Grizzly Peak Capital GP LLC, its members, officers, and agents.

1.9 "Corrective Publication" shall have the meaning ascribed to such term in the Settlement Agreement and as set forth in Exhibit A thereto.

1.10 "Parties" shall mean Plaintiff and Defendants, collectively.

SECTION 2: INJUNCTION AGAINST REPUBLICATION

2.1 Permanent Prohibition on Republication of the Reports. Defendants and all Covered Persons are hereby permanently enjoined and restrained from republishing, redistributing, reposting, forwarding, linking to, or otherwise making available the Reports, in whole or in part, in any medium, format, or platform, whether now existing or hereafter developed, including but not limited to: the website grizzlypeakresearch.com; any successor, mirror, or affiliated website; the social media account @GrizzlyPeakRes and any successor, replacement, or alias accounts on any social media platform (including but not limited to Westvale Solutions, Westmark Health IT, Kestrel Services Inc., Reddit, Substack, and Seeking Alpha); email distribution lists; subscriber or client communications; print publications; conferences, seminars, or other public or private speaking engagements; podcast or video platforms; and any other means of communication or dissemination. This prohibition extends to the reproduction, quotation, or excerpt of any portion of the Reports, including individual charts, tables, data sets, or graphics contained therein.

This prohibition further extends to cached, archived, screenshotted, or stored copies of the Reports, or any portion thereof, that are within Defendants' possession, custody, or control, or that are maintained on servers, cloud storage services, or other digital storage media that are owned, operated, leased, or controlled by any Defendant or Covered Person.

Defendants shall use commercially reasonable efforts, at their own expense, to request the removal, delisting, or de-indexing of the Reports from any third-party website, database, financial news aggregation service, archive (including but not limited to the Wayback Machine operated by the Internet Archive), search engine cache, or other repository where the Reports have been posted, cached, indexed, or stored with Defendants' authorization, cooperation, consent, or active participation. Within sixty (60) calendar days of the entry of this Permanent Injunction, Defendants shall provide to counsel for Plaintiff a written report identifying: (a) each third-party platform or service to which a removal request has been submitted; (b) the date of each such request; and (c) the response received, if any.

2.2 Permanent Prohibition on Substantially Similar Statements. Defendants and all Covered Persons are hereby permanently enjoined and restrained from publishing, disseminating, broadcasting, distributing, or causing to be published, disseminated, broadcast, or distributed, whether directly or indirectly, any Substantially Similar Statements concerning RGC, its subsidiaries (including without limitation Redstone Digital, Inc. and Crimson Studios LLC), its officers, directors, employees, or agents.

This prohibition applies regardless of the medium, platform, or format of such statements, and regardless of whether such statements are made: (a) under Defendants' own names, business names, or tradenames; (b) pseudonymously, under aliases, or under newly created accounts or identities; or (c) anonymously. This prohibition further applies regardless of whether such Substantially Similar Statements are published by Defendants themselves or are published by a third party at the direction, instigation, encouragement, or request of any Defendant or Covered Person.

Notwithstanding the foregoing, nothing in this Section 2.2 shall prohibit Defendants or any Covered Person from:

(a) testifying truthfully in any judicial, arbitral, administrative, or regulatory proceeding under compulsion of law, including testimony given pursuant to a lawful subpoena, court order, or governmental demand;

(b) responding to lawful subpoenas, civil investigative demands, or inquiries from any federal, state, or local governmental or regulatory body, provided that (i) Defendants provide written notice to counsel for Plaintiff within five (5) business days of receiving such subpoena, demand, or inquiry (to the extent such notice is not prohibited by applicable law or court order), and (ii) the scope of Defendants' response is limited to the information specifically requested;

(c) making factual statements, including statements of opinion based on disclosed factual predicates, that are not Substantially Similar Statements as defined in Section 1.4 hereof, provided that such statements do not repeat, restate, paraphrase, or convey the substance of the specific allegations contained in the Reports.

2.3 Acknowledgment of Falsity for Purposes of Injunction. Defendants acknowledge, solely for the purposes of this Stipulated Permanent Injunction and the Corrective Publication required by the Settlement Agreement, and without further admission or denial of liability, fault, or wrongdoing with respect to any claim, cause of action, or legal theory asserted or that could have been asserted in this action, that the Reports contained material inaccuracies regarding RGC, its financial reporting, its gaming systems, and its corporate governance, as more fully set forth in the Corrective Publication attached as Exhibit A to the Settlement Agreement. This acknowledgment is made in the specific context of this negotiated resolution and shall not be used as evidence of liability, fault, or wrongdoing in any other proceeding, except as may be necessary to enforce the terms of this Permanent Injunction or the Settlement Agreement.

SECTION 3: INJUNCTION AGAINST TRADING IN RDGM SECURITIES

3.1 Five-Year Trading Bar. For a period of five (5) years from the Effective Date — that is, from January 6, 2025, through and including January 6, 2030 — Defendants and all Covered Persons are hereby permanently enjoined and restrained from, directly or indirectly:

(a) Purchasing, selling, or otherwise trading in any RDGM Securities, whether on any national securities exchange, alternative trading system, over-the-counter market, or in any private transaction;

(b) Establishing, maintaining, increasing, decreasing, covering, or closing any long or short position in any RDGM Securities, except that Defendants shall be permitted to close (but not increase) any residual short positions in RDGM Securities that remain open as of the Effective Date, subject to and in accordance with the position-unwinding schedule set forth in Section 4.2 of the Settlement Agreement;

(c) Entering into any swap, contract for difference, total return swap, equity-linked note, option, futures contract, variance swap, or other derivative instrument referencing, linked to, or deriving its value in whole or in part from RDGM Securities, whether such instrument is exchange-traded or negotiated privately;

(d) Directing, advising, recommending, soliciting, instructing, or causing any other person or entity, including but not limited to any fund, managed account, family office, trust, or special purpose vehicle, to engage in any of the foregoing activities on behalf of, for the benefit of, or at the direction of any Defendant or Covered Person; and

(e) Receiving, directly or indirectly, any economic benefit, profit, commission, incentive allocation, performance fee, or other compensation that is determined by reference to, or derived from, any transaction in RDGM Securities executed by any person or entity at the direction, suggestion, or encouragement of any Defendant or Covered Person.

3.2 Scope of Trading Bar. The trading bar set forth in Section 3.1 above applies to all accounts, portfolios, and investment vehicles over which any Defendant or Covered Person exercises investment discretion, trading authority, or control, whether such discretion, authority, or control is exercised directly or indirectly. Without limiting the generality of the foregoing, the trading bar applies to:

(a) All personal brokerage accounts, individual retirement accounts, and other investment accounts maintained by Tobias Fenchurch, whether held in his own name, jointly with any other person, or in the name of any trust, custodian, or nominee;

(b) All accounts, portfolios, and investment vehicles maintained by or on behalf of GPR, GPCP, Grizzly Peak Capital GP LLC, or any other entity in which Tobias Fenchurch holds a direct or indirect ownership interest, membership interest, partnership interest, or economic interest of ten percent (10%) or more;

(c) All accounts over which any Defendant or Covered Person serves as investment adviser, investment manager, sub-adviser, trading adviser, or portfolio manager, whether pursuant to a written advisory agreement or otherwise.

The trading bar set forth in this Section 3 does not apply to passively managed index funds, exchange-traded funds ("ETFs"), or registered investment companies in which RDGM Securities constitute less than five percent (5%) of the fund's total net assets as of the most recent publicly available reporting date, provided that: (i) no Defendant or Covered Person directs, influences, or controls the allocation, selection, or weighting of such fund's individual holdings; and (ii) no Defendant or Covered Person has the ability to direct the purchase or sale of individual securities within such fund.

3.3 Certification of Compliance. Within thirty (30) calendar days of the entry of this Permanent Injunction, and annually thereafter on or before January 31 of each calendar year during the five-year trading-bar period (i.e., on or before January 31, 2026; January 31, 2027; January 31, 2028; January 31, 2029; and January 31, 2030), each Defendant shall deliver to counsel for Plaintiff, Calderwood & Harkness LLP, at the address set forth in Section 8.4 below, a written certification, executed under penalty of perjury under the laws of the State of California, confirming that:

(a) Such Defendant has complied in all material respects with the trading restrictions set forth in this Section 3 during the applicable certification period;

(b) Neither such Defendant nor, to such Defendant's knowledge, any Covered Person has engaged in any transaction prohibited by Section 3.1 during the applicable certification period;

(c) Such Defendant does not hold, directly or indirectly, any position in RDGM Securities as of the date of certification, other than any residual position being unwound in accordance with Section 4.2 of the Settlement Agreement (if applicable); and

(d) A list of all brokerage accounts, advisory accounts, and investment vehicles subject to the trading bar, together with the name of the broker-dealer or custodian for each such account, as of the date of certification.

Plaintiff shall have the right, upon fifteen (15) business days' prior written notice to counsel for Defendants, to request reasonable supplemental documentation to verify compliance with the trading bar, including but not limited to account statements, trade confirmations, and position reports, which shall be produced within thirty (30) calendar days of such request, subject to reasonable confidentiality protections.

SECTION 4: ENFORCEMENT AND REMEDIES

4.1 Retention of Jurisdiction. This Court shall retain jurisdiction over this action and over the Parties, including all Covered Persons who have received actual notice of this Permanent Injunction, for the purpose of interpreting, implementing, and enforcing this Permanent Injunction, pursuant to California Code of Civil Procedure Section 664.6 and the inherent equitable powers of this Court. The retention of jurisdiction shall continue for the duration of this Permanent Injunction and for a period of two (2) years following the expiration of any provision hereof.

Any dispute regarding the interpretation, implementation, or enforcement of this Permanent Injunction shall be brought before this Court by noticed motion filed in this action, Case No. 24STCV-01892, and served upon all Parties in accordance with the notice provisions set forth in Section 8.4 below and the applicable provisions of the California Code of Civil Procedure.

4.2 Contempt and Other Remedies. Any violation of any provision of this Permanent Injunction may be punished as contempt of court pursuant to California Code of Civil Procedure Sections 1209 et seq., and the Court may impose such sanctions as it deems appropriate, including but not limited to fines, compensatory sanctions, and coercive sanctions.

In addition to contempt remedies, and without limiting the foregoing, Plaintiff shall be entitled to seek all available legal and equitable remedies for any breach or violation of this Permanent Injunction, including but not limited to: (a) compensatory damages for any injury proximately caused by such breach; (b) disgorgement of any profits realized or losses avoided by any Defendant or Covered Person as a result of such breach; (c) supplemental or modified injunctive relief; (d) specific performance; and (e) any other relief that the Court deems just and equitable under the circumstances.

The prevailing party in any enforcement proceeding brought under this Section 4 shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with such proceeding, including fees and costs incurred on any appeal.

4.3 Liquidated Damages for Trading-Bar Violations. In the event of any violation of the trading bar set forth in Section 3 of this Permanent Injunction, Defendants shall, in addition to any other remedies available at law or in equity:

(a) Disgorge to Plaintiff all profits realized or losses avoided as a result of such trading, calculated as the difference between (i) the price at which the RDGM Securities were purchased or sold in violation of Section 3 and (ii) the closing price of RDGM common stock on the date the violation is discovered or disclosed to Plaintiff, whichever yields a greater recovery; and

(b) Pay to Plaintiff a liquidated damages amount equal to Five Hundred Thousand Dollars ($500,000) per violation, with each separate transaction in RDGM Securities constituting a separate violation.

The Parties agree and acknowledge that: (i) actual damages resulting from a violation of the trading bar would be difficult or impossible to calculate with precision; (ii) the liquidated damages amount set forth in this Section 4.3 represents a reasonable estimate of the harm that would result from such a violation, taking into account the reputational injury to RGC, the signal that unauthorized trading by a known short seller would send to the market, and the administrative burden of monitoring and enforcement; and (iii) the liquidated damages provision is not intended as, and shall not be construed as, a penalty. This liquidated damages provision shall not preclude Plaintiff from seeking additional compensatory damages to the extent that its actual damages exceed the liquidated damages amount.

SECTION 5: BINDING EFFECT

5.1 Successors and Assigns. This Permanent Injunction shall be binding upon Defendants, all Covered Persons, and their respective successors, assigns, transferees, acquirers, and any person or entity that succeeds to all or substantially all of the assets, business, or operations of any Defendant, whether by merger, consolidation, asset purchase, assignment, operation of law, or otherwise. The obligations imposed by this Permanent Injunction shall run with and attach to the business and assets of each Defendant and shall not be extinguished or impaired by any change in the form of organization, name, domicile, or ownership structure of any Defendant.

5.2 Notice to Successors. In the event that any Defendant sells, assigns, transfers, or conveys all or substantially all of its assets or business operations, or undergoes a change of control (as defined below), such Defendant shall:

(a) Provide written notice to counsel for Plaintiff and to this Court at least thirty (30) calendar days prior to the consummation of such transaction, which notice shall identify the acquiring, transferee, or successor entity and describe the material terms of the transaction in reasonable detail;

(b) Provide a copy of this Permanent Injunction to the acquirer, transferee, or successor entity prior to the consummation of such transaction; and

(c) Ensure, through appropriate contractual provisions or otherwise, that the acquirer, transferee, or successor entity is bound by and subject to the terms of this Permanent Injunction to the same extent as the transferring Defendant.

For purposes of this Section 5.2, a "change of control" shall mean: (i) any transaction or series of related transactions resulting in the transfer, directly or indirectly, of more than fifty percent (50%) of the voting or economic interests in any Defendant entity; (ii) any merger, consolidation, or similar combination in which any Defendant entity is not the surviving entity; or (iii) the replacement of Tobias Fenchurch as the sole managing member of Grizzly Peak Capital GP LLC.

SECTION 6: MODIFICATION AND DURATION

6.1 Duration. The injunction against republication of the Reports and the prohibition on Substantially Similar Statements set forth in Section 2 of this Permanent Injunction shall be permanent and without limitation as to duration, and shall remain in full force and effect unless modified or dissolved by order of this Court in accordance with Section 6.2 below.

The injunction against trading in RDGM Securities set forth in Section 3 of this Permanent Injunction shall remain in effect for a period of five (5) years from the Effective Date, commencing on January 6, 2025, and expiring at 11:59 p.m. Pacific Time on January 6, 2030. Upon expiration of the trading bar, the provisions of Section 3 (including the certification obligations set forth in Section 3.3) shall automatically terminate without further order of this Court, provided that such termination shall not affect any rights, remedies, or obligations arising from any violation of the trading bar that occurred during the five-year period.

6.2 Modification. This Permanent Injunction may be modified only: (a) by written stipulation of all Parties, filed with and approved by this Court; or (b) by order of this Court, upon noticed motion by any Party, upon a showing of good cause, changed circumstances, or other legally sufficient grounds, after notice and an opportunity to be heard has been afforded to all Parties. No waiver of any provision of this Permanent Injunction shall be effective unless made in writing, signed by the Party against whom such waiver is sought to be enforced, and approved by this Court.

SECTION 7: RELATIONSHIP TO SETTLEMENT AGREEMENT

This Permanent Injunction is entered pursuant to and in furtherance of the Settlement Agreement and Mutual Release dated January 6, 2025, among Plaintiff, GPR, GPCP, and Tobias Fenchurch, and is contemplated by Section 5.1 thereof. The entry of this Permanent Injunction is a material condition of the Settlement Agreement, and the Parties' obligations under the Settlement Agreement are conditioned upon the entry of this Permanent Injunction substantially in the form set forth herein.

In the event of any conflict or inconsistency between the terms of this Permanent Injunction and the terms of the Settlement Agreement, the terms of this Permanent Injunction shall control with respect to all matters of injunctive relief, enforcement of injunctive provisions, and remedies for violation of the injunctive provisions set forth herein. With respect to all other matters, including the monetary terms, release provisions, and procedural mechanisms of the settlement, the terms of the Settlement Agreement shall control.

This Permanent Injunction is in addition to, and not in lieu of, all other obligations of the Parties under the Settlement Agreement, including without limitation: (a) the monetary settlement payment of Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000), payable in accordance with the terms and schedule set forth in Section 3 of the Settlement Agreement; (b) the Corrective Publication to be issued by Defendants and posted on grizzlypeakresearch.com and the @GrizzlyPeakRes social media account, in the form and manner specified in Exhibit A to the Settlement Agreement; (c) the mutual general releases set forth in Section 6 of the Settlement Agreement; (d) the three-year mutual non-disparagement covenant set forth in Section 7 of the Settlement Agreement; and (e) the stipulated dismissal of this action with prejudice, in the form set forth in Exhibit C to the Settlement Agreement, to be filed upon confirmation of receipt of the final settlement payment.

SECTION 8: GENERAL PROVISIONS

8.1 No Admission of Liability. Defendants' consent to the entry of this Permanent Injunction is made solely to effectuate the settlement of this action and shall not constitute, and shall not be construed or used as, an admission of liability, fault, wrongdoing, or violation of any federal, state, or local law, statute, regulation, or common law duty, except as expressly set forth in Section 2.3 hereof. Nothing in this Permanent Injunction shall be deemed to establish the truth or falsity of any allegation in the Complaint, the First Amended Complaint, or any other pleading filed in this action, except as expressly set forth herein. This Permanent Injunction shall not be admissible in, or used in, any proceeding other than a proceeding to enforce its terms, except as otherwise provided by applicable law.

8.2 Severability. If any provision of this Permanent Injunction, or the application thereof to any person, entity, or circumstance, is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the remainder of this Permanent Injunction, and the application of such provision to other persons, entities, or circumstances, shall not be affected thereby, and each remaining provision of this Permanent Injunction shall be valid and enforceable to the fullest extent permitted by law. In the event that any provision of this Permanent Injunction is held to be overbroad or unreasonable in scope, duration, or geographic application, the Parties agree that such provision shall be reformed and construed by the Court to the extent necessary to render it valid and enforceable, rather than voided in its entirety.

8.3 Governing Law. This Permanent Injunction shall be governed by, and construed and enforced in accordance with, the laws of the State of California, without regard to its conflict-of-laws principles. The Parties consent to the exclusive jurisdiction of the Superior Court of the State of California, County of Los Angeles, for all purposes relating to the enforcement and interpretation of this Permanent Injunction.

8.4 Notices. All notices, certifications, reports, requests, and other communications required or permitted under this Permanent Injunction shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by nationally recognized overnight courier (with tracking confirmation); or (c) sent by United States certified mail, return receipt requested, postage prepaid. All notices shall be addressed as follows:

If to Plaintiff:

Calderwood & Harkness LLP

Attn: Francesca Morano

333 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 555-8200

with a copy (which shall not constitute notice) to:

Derek Olafson, General Counsel Redstone Gaming Corp. 8800 Crimson Ridge Parkway, Suite 1200 Las Vegas, Nevada 89113 Telephone: (702) 555-4400

If to Defendants:

Caldwell, Tseng & Barrow LLP

Attn: Raymond Caldwell

555 California Street, Suite 3100 San Francisco, California 94104 Telephone: (415) 555-7100

with a copy (which shall not constitute notice) to:

Grizzly Peak Research LLC

Attn: Tobias Fenchurch

44 Maiden Lane, 7th Floor San Francisco, California 94108 Telephone: (415) 555-3200

Any Party may change its address for purposes of notice by providing written notice thereof to all other Parties in accordance with this Section 8.4.

8.5 Entire Agreement Regarding Injunctive Relief. This Permanent Injunction constitutes the entire agreement of the Parties with respect to the injunctive relief to be entered in this action and supersedes all prior and contemporaneous discussions, negotiations, and agreements regarding the subject matter hereof, except as otherwise expressly provided in the Settlement Agreement.

8.6 Counterparts. This Stipulation may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic transmission (including PDF) shall be deemed original signatures for all purposes.

STIPULATED AND AGREED

FOR PLAINTIFF REDSTONE GAMING CORP.:

CALDERWOOD & HARKNESS LLP

By: ________

Name: Francesca Morano

Title: Responsible Partner

Attorneys for Plaintiff Redstone Gaming Corp.

Date: ________

FOR DEFENDANTS GRIZZLY PEAK RESEARCH LLC, GRIZZLY PEAK CAPITAL PARTNERS LP, AND TOBIAS FENCHURCH:

CALDWELL, TSENG & BARROW LLP

By: ________

Name: Raymond Caldwell

Title: Lead Partner

Attorneys for Defendants Grizzly Peak Research LLC, Grizzly Peak Capital Partners LP, and Tobias Fenchurch

Date: ________

[PROPOSED] ORDER FOR ENTRY OF PERMANENT INJUNCTION

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

The Court has reviewed and considered the Stipulation of the Parties for Entry of Permanent Injunction filed herein, together with the Settlement Agreement and Mutual Release dated January 6, 2025, and all supporting papers. The Court has further considered the recitals, representations, and agreements of the Parties set forth in the Stipulation, and the procedural history and record of this action.

The Court finds that: (a) the Parties, through their respective counsel, have freely and voluntarily consented to the entry of the Stipulated Permanent Injunction on the terms and conditions set forth in the Stipulation; (b) the terms of the Stipulated Permanent Injunction are fair, reasonable, and adequate, and serve the interests of justice; (c) the Court has jurisdiction over the subject matter of this action and over all Parties; and (d) good cause exists for the entry of this Permanent Injunction.

IT IS HEREBY ORDERED that the Stipulated Permanent Injunction set forth in the Stipulation filed herein is entered as an Order of this Court, and all terms and provisions thereof are incorporated herein by reference as if set forth in full.

IT IS FURTHER ORDERED that this Court retains jurisdiction over this action and over the Parties, including all Covered Persons (as defined in Section 1.8 of the Stipulation), for the purpose of interpreting, implementing, and enforcing this Permanent Injunction, pursuant to California Code of Civil Procedure Section 664.6 and the inherent equitable powers of this Court.

IT IS FURTHER ORDERED that Defendants and all Covered Persons shall comply with all terms and conditions of this Permanent Injunction, effective immediately upon entry of this Order, and that any violation of the terms of this Permanent Injunction may subject the violating party to contempt of court and all other remedies provided therein or otherwise available at law or in equity.

IT IS FURTHER ORDERED that the Clerk of Court shall serve a copy of this Order on all counsel of record.

Dated: ________

________________________________________

HON. PATRICIA YAMAMOTO Judge of the Superior Court

Superior Court of California, County of Los Angeles

REDSTONE GAMING CORP., a Nevada corporation,	Case No. 24STCV-01892
Plaintiff,	STIPULATION AND [PROPOSED] ORDER FOR ENTRY OF PERMANENT INJUNCTION
v.	Assigned for All Purposes to:

Hon. Patricia Yamamoto, Dept. 47

GRIZZLY PEAK RESEARCH LLC, a Delaware limited liability company; GRIZZLY PEAK CAPITAL PARTNERS LP, a Delaware limited partnership; and TOBIAS FENCHURCH, an individual,

Defendants.

REDSTONE GAMING CORP., a Nevada corporation,	Case No. 24STCV-01892
Plaintiff,	[PROPOSED] ORDER FOR ENTRY OF PERMANENT INJUNCTION
v.	Assigned for All Purposes to:

Hon. Patricia Yamamoto, Dept. 47

GRIZZLY PEAK RESEARCH LLC, a Delaware limited liability company; GRIZZLY PEAK CAPITAL PARTNERS LP, a Delaware limited partnership; and TOBIAS FENCHURCH, an individual,

Defendants.

EXHIBIT D TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
Filed by:
CALDERWOOD & HARKNESS LLP 333 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 555-8200 Facsimile: (213) 555-8201 Attorneys for Plaintiff Redstone Gaming Corp.
CALDWELL, TSENG & BARROW LLP 555 California Street, Suite 3100 San Francisco, California 94104 Telephone: (415) 555-7100 Facsimile: (415) 555-7101 Attorneys for Defendants Grizzly Peak Research LLC, Grizzly Peak Capital Partners LP, and Tobias Fenchurch
STIPULATION AND [PROPOSED] ORDER FOR ENTRY OF PERMANENT INJUNCTION
STIPULATION
Plaintiff Redstone Gaming Corp. ("RGC" or "Plaintiff"), by and through its attorneys of record, Calderwood & Harkness LLP (Francesca Morano, Samuel Eklund, Carlos Espinoza, and Hannah Brinkley), and Defendants Grizzly Peak Research LLC ("GPR"), Grizzly Peak Capital Partners LP ("GPCP"), and Tobias Fenchurch, individually (collectively, "Defendants"), by and through their attorneys of record, Caldwell, Tseng & Barrow LLP (Raymond Caldwell and Natalie Orenstein), hereby stipulate and agree to the entry of this Permanent Injunction by the Superior Court of the State of California, County of Los Angeles, upon the following terms and conditions:
RECITALS.  WHEREAS, Plaintiff filed the original Complaint in this action on February 5, 2024, asserting causes of action against Grizzly Peak Research LLC for (1) Trade Libel pursuant to California Civil Code Section 46(3), (2) Intentional Interference with Prospective Economic Advantage, and (3) Unfair Business Practices pursuant to California Business and Professions Code Section 17200 et seq.;
WHEREAS, Plaintiff filed a First Amended Complaint on March 18, 2024, adding Grizzly Peak Capital Partners LP and Tobias Fenchurch as defendants and asserting a fourth cause of action for Negligent Misrepresentation against all Defendants;
WHEREAS, the action arises from Defendants' research, drafting, publication, and dissemination of three research reports concerning Plaintiff and its business operations, specifically: (a) a forty-eight (48) page report entitled "House of Cards: Redstone Gaming's Manufactured Earnings," published on February 7, 2024; (b) a thirty-six (36) page report entitled "Rigged Reels: How Redstone's Slot Software Cheats the Regulators," published on February 14, 2024; and (c) a twenty-nine (29) page report entitled "Double Down on Fraud: Redstone's Related-Party Shell Game," published on February 21, 2024 (collectively, the "Reports"), each of which was published on the website grizzlypeakresearch.com and distributed via the social media account @GrizzlyPeakRes on the X platform (formerly known as Fenmore Solutions), as well as through Defendants' subscriber email distribution list;
WHEREAS, the Reports alleged, among other things: (i) that RGC fabricated approximately Four Hundred Ten Million Dollars ($410,000,000) in fiscal year 2023 revenue through fictitious intercompany transactions designed to inflate reported earnings; (ii) that RGC manipulated random-number-generator ("RNG") software embedded in its proprietary slot machine systems in order to inflate payout statistics reported to the Nevada Gaming Control Board ("NGCB"), thereby engaging in regulatory fraud; and (iii) that RGC's Chief Executive Officer, Marcus J. Calloway, had engaged in undisclosed related-party dealings with a purported shell entity identified as "Vermilion Holdings LLC," which dealings were allegedly concealed from RGC's Board of Directors, its independent auditors, and its public investors;
WHEREAS, each of the three foregoing allegations was subsequently investigated by independent authorities and found to be without merit: (i) Pinnacle Audit & Advisory LLP, RGC's independent registered public accounting firm, conducted a supplemental audit of RGC's intercompany revenue recognition and consolidation practices for fiscal year 2023 and confirmed the accuracy of RGC's reported revenue figures, as disclosed in a Form 8-K filed by RGC with the Securities and Exchange Commission ("SEC") on April 12, 2024; (ii) the Nevada Gaming Control Board completed an independent audit of RGC's RNG software and gaming system compliance on March 29, 2024, and issued a formal clearance letter finding no evidence of software manipulation, irregularity, or deviation from applicable regulatory standards; and (iii) the SEC's Division of Enforcement opened an informal inquiry into the matters alleged in the Reports in March 2024, and subsequently closed that inquiry with no enforcement action on August 16, 2024, as confirmed by correspondence from the SEC to counsel for RGC;
WHEREAS, at the time of publication of the Reports, Defendants maintained short positions in RGC's common stock, which is publicly traded on the Nasdaq Global Select Market under the ticker symbol RDGM, consisting of approximately six hundred eighty thousand (680,000) shares with a notional value of approximately Sixty-Two Million Six Hundred Sixty Thousand Dollars ($62,660,000), which short positions were not disclosed in the Reports at the time of their initial publication;
WHEREAS, as a direct and proximate result of the publication and dissemination of the Reports, RGC's common stock price declined from a closing price of Ninety-Two Dollars and Fourteen Cents ($92.14) per share on February 6, 2024 (the last trading day prior to the publication of the first Report) to a trough closing price of Seventy-Two Dollars and Eighty Cents ($72.80) per share on February 21, 2024 (the date of publication of the third Report), representing a cumulative decline of Nineteen Dollars and Thirty-Four Cents ($19.34) per share, or approximately twenty-one percent (21.0%), and resulting in an aggregate market-capitalization loss to RGC's shareholders of approximately One Billion Four Hundred Twenty-Seven Million Dollars ($1,427,000,000);
WHEREAS, the Parties participated in a two-day mediation on December 3 and 4, 2024, before the Honorable Gerald K. Matsuda (Ret.) at the Westside Mediation Center, located at 11601 Wilshire Boulevard, Suite 1200, Los Angeles, California 90025, and at the conclusion of the second day of mediation reached a settlement-in-principle, which was memorialized in a binding Mediator's Term Sheet signed by all Parties and their respective counsel on December 4, 2024;
WHEREAS, the Parties have entered into a Settlement Agreement and Mutual Release dated January 6, 2025 (the "Settlement Agreement"), a copy of which has been filed with this Court under seal, which Settlement Agreement provides, inter alia, for the entry of a stipulated permanent injunction on the terms and conditions set forth herein;
WHEREAS, each Party, through its respective counsel, has consented to the entry of this Permanent Injunction and has been afforded a full and fair opportunity to review its terms, to consult with independent counsel, and to negotiate its provisions;
NOW, THEREFORE, the Parties stipulate and agree to the entry of the following Permanent Injunction by this Court:
SECTION 1: DEFINITIONS
As used in this Stipulated Permanent Injunction, the following terms shall have the meanings set forth below. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Settlement Agreement.
1.1 "Defendants" shall mean, collectively: (a) Grizzly Peak Research LLC (EIN: 85-3291064), a Delaware limited liability company with its principal office located at 44 Maiden Lane, 7th Floor, San Francisco, California 94108; (b) Grizzly Peak Capital Partners LP (EIN: 85-3291078), a Delaware limited partnership with its principal office located at 44 Maiden Lane, 7th Floor, San Francisco, California 94108; and (c) Tobias Fenchurch, individually, who serves as the Managing Member of Grizzly Peak Research LLC and as the sole managing member of Grizzly Peak Capital GP LLC, a Delaware limited liability company that serves as the sole general partner of Grizzly Peak Capital Partners LP.
1.2 "Plaintiff" or "RGC" shall mean Redstone Gaming Corp. (EIN: 88-0412793), a Nevada corporation with its principal headquarters located at 8800 Crimson Ridge Parkway, Suite 1200, Las Vegas, Nevada 89113, whose common stock is publicly traded on the Nasdaq Global Select Market under the ticker symbol RDGM.
1.3 "Reports" shall mean the three research publications identified in the Recitals above, specifically: (a) "House of Cards: Redstone Gaming's Manufactured Earnings" (published February 7, 2024); (b) "Rigged Reels: How Redstone's Slot Software Cheats the Regulators" (published February 14, 2024); and (c) "Double Down on Fraud: Redstone's Related-Party Shell Game" (published February 21, 2024).
1.4 "Substantially Similar Statements" shall mean any statement, report, analysis, commentary, social media post, blog entry, podcast, video, interview, press release, or other communication, in any medium or format, that repeats, restates, paraphrases, summarizes, or conveys the substance of the material allegations contained in the Reports, including but not limited to allegations of: (a) revenue fabrication, manufactured earnings, fictitious intercompany transactions, or other accounting fraud at RGC; (b) RNG software manipulation, tampering with gaming systems, or regulatory fraud regarding RGC's gaming systems or its reporting to the Nevada Gaming Control Board or any other gaming regulatory authority; or (c) undisclosed related-party transactions, self-dealing, or conflicts of interest involving RGC's Chief Executive Officer Marcus J. Calloway, Vermilion Holdings LLC, or any entity alleged to be a shell company or alter ego of Mr. Calloway. For the avoidance of doubt, the term "Substantially Similar Statements" shall not include (i) truthful statements of publicly available fact that do not convey the substance of the specific allegations set forth in the Reports, or (ii) statements made in compliance with the carve-outs set forth in Section 2.2(c) below.
1.5 "RDGM Securities" shall mean any and all securities of Redstone Gaming Corp., including without limitation: common stock, preferred stock, options (whether listed or over-the-counter), warrants, convertible notes, convertible bonds, swaps, contracts for difference ("CFDs"), total return swaps, equity-linked notes, structured products, futures contracts, and any other derivative instruments referencing, linked to, or deriving their value in whole or in part from RDGM common stock or any other security issued by RGC or any of its subsidiaries.
1.6 "Effective Date" shall mean January 6, 2025, the date of execution of the Settlement Agreement.
1.7 "Settlement Agreement" shall mean the Settlement Agreement and Mutual Release dated January 6, 2025, among Plaintiff, GPR, GPCP, and Tobias Fenchurch, together with all exhibits and schedules thereto.
1.8 "Covered Persons" shall mean Defendants and their respective officers, directors, members, partners, managers, employees, agents, representatives, consultants, contractors, successors, assigns, affiliates, and any person or entity acting in concert or participation with any of them who receives actual notice of this Permanent Injunction by personal service or otherwise. For the avoidance of doubt, "Covered Persons" includes Grizzly Peak Capital GP LLC, its members, officers, and agents.
1.9 "Corrective Publication" shall have the meaning ascribed to such term in the Settlement Agreement and as set forth in Exhibit A thereto.
1.10 "Parties" shall mean Plaintiff and Defendants, collectively.
SECTION 2: INJUNCTION AGAINST REPUBLICATION
2.1 Permanent Prohibition on Republication of the Reports. Defendants and all Covered Persons are hereby permanently enjoined and restrained from republishing, redistributing, reposting, forwarding, linking to, or otherwise making available the Reports, in whole or in part, in any medium, format, or platform, whether now existing or hereafter developed, including but not limited to: the website grizzlypeakresearch.com; any successor, mirror, or affiliated website; the social media account @GrizzlyPeakRes and any successor, replacement, or alias accounts on any social media platform (including but not limited to Westvale Solutions, Westmark Health IT, Kestrel Services Inc., Reddit, Substack, and Seeking Alpha); email distribution lists; subscriber or client communications; print publications; conferences, seminars, or other public or private speaking engagements; podcast or video platforms; and any other means of communication or dissemination. This prohibition extends to the reproduction, quotation, or excerpt of any portion of the Reports, including individual charts, tables, data sets, or graphics contained therein.
This prohibition further extends to cached, archived, screenshotted, or stored copies of the Reports, or any portion thereof, that are within Defendants' possession, custody, or control, or that are maintained on servers, cloud storage services, or other digital storage media that are owned, operated, leased, or controlled by any Defendant or Covered Person.
Defendants shall use commercially reasonable efforts, at their own expense, to request the removal, delisting, or de-indexing of the Reports from any third-party website, database, financial news aggregation service, archive (including but not limited to the Wayback Machine operated by the Internet Archive), search engine cache, or other repository where the Reports have been posted, cached, indexed, or stored with Defendants' authorization, cooperation, consent, or active participation. Within sixty (60) calendar days of the entry of this Permanent Injunction, Defendants shall provide to counsel for Plaintiff a written report identifying: (a) each third-party platform or service to which a removal request has been submitted; (b) the date of each such request; and (c) the response received, if any.
2.2 Permanent Prohibition on Substantially Similar Statements. Defendants and all Covered Persons are hereby permanently enjoined and restrained from publishing, disseminating, broadcasting, distributing, or causing to be published, disseminated, broadcast, or distributed, whether directly or indirectly, any Substantially Similar Statements concerning RGC, its subsidiaries (including without limitation Redstone Digital, Inc. and Crimson Studios LLC), its officers, directors, employees, or agents.
This prohibition applies regardless of the medium, platform, or format of such statements, and regardless of whether such statements are made: (a) under Defendants' own names, business names, or tradenames; (b) pseudonymously, under aliases, or under newly created accounts or identities; or (c) anonymously. This prohibition further applies regardless of whether such Substantially Similar Statements are published by Defendants themselves or are published by a third party at the direction, instigation, encouragement, or request of any Defendant or Covered Person.
Notwithstanding the foregoing, nothing in this Section 2.2 shall prohibit Defendants or any Covered Person from:
(a) testifying truthfully in any judicial, arbitral, administrative, or regulatory proceeding under compulsion of law, including testimony given pursuant to a lawful subpoena, court order, or governmental demand;
(b) responding to lawful subpoenas, civil investigative demands, or inquiries from any federal, state, or local governmental or regulatory body, provided that (i) Defendants provide written notice to counsel for Plaintiff within five (5) business days of receiving such subpoena, demand, or inquiry (to the extent such notice is not prohibited by applicable law or court order), and (ii) the scope of Defendants' response is limited to the information specifically requested;
(c) making factual statements, including statements of opinion based on disclosed factual predicates, that are not Substantially Similar Statements as defined in Section 1.4 hereof, provided that such statements do not repeat, restate, paraphrase, or convey the substance of the specific allegations contained in the Reports.
2.3 Acknowledgment of Falsity for Purposes of Injunction. Defendants acknowledge, solely for the purposes of this Stipulated Permanent Injunction and the Corrective Publication required by the Settlement Agreement, and without further admission or denial of liability, fault, or wrongdoing with respect to any claim, cause of action, or legal theory asserted or that could have been asserted in this action, that the Reports contained material inaccuracies regarding RGC, its financial reporting, its gaming systems, and its corporate governance, as more fully set forth in the Corrective Publication attached as Exhibit A to the Settlement Agreement. This acknowledgment is made in the specific context of this negotiated resolution and shall not be used as evidence of liability, fault, or wrongdoing in any other proceeding, except as may be necessary to enforce the terms of this Permanent Injunction or the Settlement Agreement.
SECTION 3: INJUNCTION AGAINST TRADING IN RDGM SECURITIES
3.1 Five-Year Trading Bar. For a period of five (5) years from the Effective Date — that is, from January 6, 2025, through and including January 6, 2030 — Defendants and all Covered Persons are hereby permanently enjoined and restrained from, directly or indirectly:
(a) Purchasing, selling, or otherwise trading in any RDGM Securities, whether on any national securities exchange, alternative trading system, over-the-counter market, or in any private transaction;
(b) Establishing, maintaining, increasing, decreasing, covering, or closing any long or short position in any RDGM Securities, except that Defendants shall be permitted to close (but not increase) any residual short positions in RDGM Securities that remain open as of the Effective Date, subject to and in accordance with the position-unwinding schedule set forth in Section 4.2 of the Settlement Agreement;
(c) Entering into any swap, contract for difference, total return swap, equity-linked note, option, futures contract, variance swap, or other derivative instrument referencing, linked to, or deriving its value in whole or in part from RDGM Securities, whether such instrument is exchange-traded or negotiated privately;
(d) Directing, advising, recommending, soliciting, instructing, or causing any other person or entity, including but not limited to any fund, managed account, family office, trust, or special purpose vehicle, to engage in any of the foregoing activities on behalf of, for the benefit of, or at the direction of any Defendant or Covered Person; and
(e) Receiving, directly or indirectly, any economic benefit, profit, commission, incentive allocation, performance fee, or other compensation that is determined by reference to, or derived from, any transaction in RDGM Securities executed by any person or entity at the direction, suggestion, or encouragement of any Defendant or Covered Person.
3.2 Scope of Trading Bar. The trading bar set forth in Section 3.1 above applies to all accounts, portfolios, and investment vehicles over which any Defendant or Covered Person exercises investment discretion, trading authority, or control, whether such discretion, authority, or control is exercised directly or indirectly. Without limiting the generality of the foregoing, the trading bar applies to:
(a) All personal brokerage accounts, individual retirement accounts, and other investment accounts maintained by Tobias Fenchurch, whether held in his own name, jointly with any other person, or in the name of any trust, custodian, or nominee;
(b) All accounts, portfolios, and investment vehicles maintained by or on behalf of GPR, GPCP, Grizzly Peak Capital GP LLC, or any other entity in which Tobias Fenchurch holds a direct or indirect ownership interest, membership interest, partnership interest, or economic interest of ten percent (10%) or more;
(c) All accounts over which any Defendant or Covered Person serves as investment adviser, investment manager, sub-adviser, trading adviser, or portfolio manager, whether pursuant to a written advisory agreement or otherwise.
The trading bar set forth in this Section 3 does not apply to passively managed index funds, exchange-traded funds ("ETFs"), or registered investment companies in which RDGM Securities constitute less than five percent (5%) of the fund's total net assets as of the most recent publicly available reporting date, provided that: (i) no Defendant or Covered Person directs, influences, or controls the allocation, selection, or weighting of such fund's individual holdings; and (ii) no Defendant or Covered Person has the ability to direct the purchase or sale of individual securities within such fund.
3.3 Certification of Compliance. Within thirty (30) calendar days of the entry of this Permanent Injunction, and annually thereafter on or before January 31 of each calendar year during the five-year trading-bar period (i.e., on or before January 31, 2026; January 31, 2027; January 31, 2028; January 31, 2029; and January 31, 2030), each Defendant shall deliver to counsel for Plaintiff, Calderwood & Harkness LLP, at the address set forth in Section 8.4 below, a written certification, executed under penalty of perjury under the laws of the State of California, confirming that:
(a) Such Defendant has complied in all material respects with the trading restrictions set forth in this Section 3 during the applicable certification period;
(b) Neither such Defendant nor, to such Defendant's knowledge, any Covered Person has engaged in any transaction prohibited by Section 3.1 during the applicable certification period;
(c) Such Defendant does not hold, directly or indirectly, any position in RDGM Securities as of the date of certification, other than any residual position being unwound in accordance with Section 4.2 of the Settlement Agreement (if applicable); and
(d) A list of all brokerage accounts, advisory accounts, and investment vehicles subject to the trading bar, together with the name of the broker-dealer or custodian for each such account, as of the date of certification.
Plaintiff shall have the right, upon fifteen (15) business days' prior written notice to counsel for Defendants, to request reasonable supplemental documentation to verify compliance with the trading bar, including but not limited to account statements, trade confirmations, and position reports, which shall be produced within thirty (30) calendar days of such request, subject to reasonable confidentiality protections.
SECTION 4: ENFORCEMENT AND REMEDIES
4.1 Retention of Jurisdiction. This Court shall retain jurisdiction over this action and over the Parties, including all Covered Persons who have received actual notice of this Permanent Injunction, for the purpose of interpreting, implementing, and enforcing this Permanent Injunction, pursuant to California Code of Civil Procedure Section 664.6 and the inherent equitable powers of this Court. The retention of jurisdiction shall continue for the duration of this Permanent Injunction and for a period of two (2) years following the expiration of any provision hereof.
Any dispute regarding the interpretation, implementation, or enforcement of this Permanent Injunction shall be brought before this Court by noticed motion filed in this action, Case No. 24STCV-01892, and served upon all Parties in accordance with the notice provisions set forth in Section 8.4 below and the applicable provisions of the California Code of Civil Procedure.
4.2 Contempt and Other Remedies. Any violation of any provision of this Permanent Injunction may be punished as contempt of court pursuant to California Code of Civil Procedure Sections 1209 et seq., and the Court may impose such sanctions as it deems appropriate, including but not limited to fines, compensatory sanctions, and coercive sanctions.
In addition to contempt remedies, and without limiting the foregoing, Plaintiff shall be entitled to seek all available legal and equitable remedies for any breach or violation of this Permanent Injunction, including but not limited to: (a) compensatory damages for any injury proximately caused by such breach; (b) disgorgement of any profits realized or losses avoided by any Defendant or Covered Person as a result of such breach; (c) supplemental or modified injunctive relief; (d) specific performance; and (e) any other relief that the Court deems just and equitable under the circumstances.
The prevailing party in any enforcement proceeding brought under this Section 4 shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with such proceeding, including fees and costs incurred on any appeal.
4.3 Liquidated Damages for Trading-Bar Violations. In the event of any violation of the trading bar set forth in Section 3 of this Permanent Injunction, Defendants shall, in addition to any other remedies available at law or in equity:
(a) Disgorge to Plaintiff all profits realized or losses avoided as a result of such trading, calculated as the difference between (i) the price at which the RDGM Securities were purchased or sold in violation of Section 3 and (ii) the closing price of RDGM common stock on the date the violation is discovered or disclosed to Plaintiff, whichever yields a greater recovery; and
(b) Pay to Plaintiff a liquidated damages amount equal to Five Hundred Thousand Dollars ($500,000) per violation, with each separate transaction in RDGM Securities constituting a separate violation.
The Parties agree and acknowledge that: (i) actual damages resulting from a violation of the trading bar would be difficult or impossible to calculate with precision; (ii) the liquidated damages amount set forth in this Section 4.3 represents a reasonable estimate of the harm that would result from such a violation, taking into account the reputational injury to RGC, the signal that unauthorized trading by a known short seller would send to the market, and the administrative burden of monitoring and enforcement; and (iii) the liquidated damages provision is not intended as, and shall not be construed as, a penalty. This liquidated damages provision shall not preclude Plaintiff from seeking additional compensatory damages to the extent that its actual damages exceed the liquidated damages amount.
SECTION 5: BINDING EFFECT
5.1 Successors and Assigns. This Permanent Injunction shall be binding upon Defendants, all Covered Persons, and their respective successors, assigns, transferees, acquirers, and any person or entity that succeeds to all or substantially all of the assets, business, or operations of any Defendant, whether by merger, consolidation, asset purchase, assignment, operation of law, or otherwise. The obligations imposed by this Permanent Injunction shall run with and attach to the business and assets of each Defendant and shall not be extinguished or impaired by any change in the form of organization, name, domicile, or ownership structure of any Defendant.
5.2 Notice to Successors. In the event that any Defendant sells, assigns, transfers, or conveys all or substantially all of its assets or business operations, or undergoes a change of control (as defined below), such Defendant shall:
(a) Provide written notice to counsel for Plaintiff and to this Court at least thirty (30) calendar days prior to the consummation of such transaction, which notice shall identify the acquiring, transferee, or successor entity and describe the material terms of the transaction in reasonable detail;
(b) Provide a copy of this Permanent Injunction to the acquirer, transferee, or successor entity prior to the consummation of such transaction; and
(c) Ensure, through appropriate contractual provisions or otherwise, that the acquirer, transferee, or successor entity is bound by and subject to the terms of this Permanent Injunction to the same extent as the transferring Defendant.
For purposes of this Section 5.2, a "change of control" shall mean: (i) any transaction or series of related transactions resulting in the transfer, directly or indirectly, of more than fifty percent (50%) of the voting or economic interests in any Defendant entity; (ii) any merger, consolidation, or similar combination in which any Defendant entity is not the surviving entity; or (iii) the replacement of Tobias Fenchurch as the sole managing member of Grizzly Peak Capital GP LLC.
SECTION 6: MODIFICATION AND DURATION
6.1 Duration. The injunction against republication of the Reports and the prohibition on Substantially Similar Statements set forth in Section 2 of this Permanent Injunction shall be permanent and without limitation as to duration, and shall remain in full force and effect unless modified or dissolved by order of this Court in accordance with Section 6.2 below.
The injunction against trading in RDGM Securities set forth in Section 3 of this Permanent Injunction shall remain in effect for a period of five (5) years from the Effective Date, commencing on January 6, 2025, and expiring at 11:59 p.m. Pacific Time on January 6, 2030. Upon expiration of the trading bar, the provisions of Section 3 (including the certification obligations set forth in Section 3.3) shall automatically terminate without further order of this Court, provided that such termination shall not affect any rights, remedies, or obligations arising from any violation of the trading bar that occurred during the five-year period.
6.2 Modification. This Permanent Injunction may be modified only: (a) by written stipulation of all Parties, filed with and approved by this Court; or (b) by order of this Court, upon noticed motion by any Party, upon a showing of good cause, changed circumstances, or other legally sufficient grounds, after notice and an opportunity to be heard has been afforded to all Parties. No waiver of any provision of this Permanent Injunction shall be effective unless made in writing, signed by the Party against whom such waiver is sought to be enforced, and approved by this Court.
SECTION 7: RELATIONSHIP TO SETTLEMENT AGREEMENT
This Permanent Injunction is entered pursuant to and in furtherance of the Settlement Agreement and Mutual Release dated January 6, 2025, among Plaintiff, GPR, GPCP, and Tobias Fenchurch, and is contemplated by Section 5.1 thereof. The entry of this Permanent Injunction is a material condition of the Settlement Agreement, and the Parties' obligations under the Settlement Agreement are conditioned upon the entry of this Permanent Injunction substantially in the form set forth herein.
In the event of any conflict or inconsistency between the terms of this Permanent Injunction and the terms of the Settlement Agreement, the terms of this Permanent Injunction shall control with respect to all matters of injunctive relief, enforcement of injunctive provisions, and remedies for violation of the injunctive provisions set forth herein. With respect to all other matters, including the monetary terms, release provisions, and procedural mechanisms of the settlement, the terms of the Settlement Agreement shall control.
This Permanent Injunction is in addition to, and not in lieu of, all other obligations of the Parties under the Settlement Agreement, including without limitation: (a) the monetary settlement payment of Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000), payable in accordance with the terms and schedule set forth in Section 3 of the Settlement Agreement; (b) the Corrective Publication to be issued by Defendants and posted on grizzlypeakresearch.com and the @GrizzlyPeakRes social media account, in the form and manner specified in Exhibit A to the Settlement Agreement; (c) the mutual general releases set forth in Section 6 of the Settlement Agreement; (d) the three-year mutual non-disparagement covenant set forth in Section 7 of the Settlement Agreement; and (e) the stipulated dismissal of this action with prejudice, in the form set forth in Exhibit C to the Settlement Agreement, to be filed upon confirmation of receipt of the final settlement payment.
SECTION 8: GENERAL PROVISIONS
8.1 No Admission of Liability. Defendants' consent to the entry of this Permanent Injunction is made solely to effectuate the settlement of this action and shall not constitute, and shall not be construed or used as, an admission of liability, fault, wrongdoing, or violation of any federal, state, or local law, statute, regulation, or common law duty, except as expressly set forth in Section 2.3 hereof. Nothing in this Permanent Injunction shall be deemed to establish the truth or falsity of any allegation in the Complaint, the First Amended Complaint, or any other pleading filed in this action, except as expressly set forth herein. This Permanent Injunction shall not be admissible in, or used in, any proceeding other than a proceeding to enforce its terms, except as otherwise provided by applicable law.
8.2 Severability. If any provision of this Permanent Injunction, or the application thereof to any person, entity, or circumstance, is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the remainder of this Permanent Injunction, and the application of such provision to other persons, entities, or circumstances, shall not be affected thereby, and each remaining provision of this Permanent Injunction shall be valid and enforceable to the fullest extent permitted by law. In the event that any provision of this Permanent Injunction is held to be overbroad or unreasonable in scope, duration, or geographic application, the Parties agree that such provision shall be reformed and construed by the Court to the extent necessary to render it valid and enforceable, rather than voided in its entirety.
8.3 Governing Law. This Permanent Injunction shall be governed by, and construed and enforced in accordance with, the laws of the State of California, without regard to its conflict-of-laws principles. The Parties consent to the exclusive jurisdiction of the Superior Court of the State of California, County of Los Angeles, for all purposes relating to the enforcement and interpretation of this Permanent Injunction.
8.4 Notices. All notices, certifications, reports, requests, and other communications required or permitted under this Permanent Injunction shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by nationally recognized overnight courier (with tracking confirmation); or (c) sent by United States certified mail, return receipt requested, postage prepaid. All notices shall be addressed as follows:
If to Plaintiff:
Calderwood & Harkness LLP
Attn: Francesca Morano
333 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 555-8200
with a copy (which shall not constitute notice) to:
Derek Olafson, General Counsel Redstone Gaming Corp. 8800 Crimson Ridge Parkway, Suite 1200 Las Vegas, Nevada 89113 Telephone: (702) 555-4400
If to Defendants:
Caldwell, Tseng & Barrow LLP
Attn: Raymond Caldwell
555 California Street, Suite 3100 San Francisco, California 94104 Telephone: (415) 555-7100
with a copy (which shall not constitute notice) to:
Grizzly Peak Research LLC
Attn: Tobias Fenchurch
44 Maiden Lane, 7th Floor San Francisco, California 94108 Telephone: (415) 555-3200
Any Party may change its address for purposes of notice by providing written notice thereof to all other Parties in accordance with this Section 8.4.
8.5 Entire Agreement Regarding Injunctive Relief. This Permanent Injunction constitutes the entire agreement of the Parties with respect to the injunctive relief to be entered in this action and supersedes all prior and contemporaneous discussions, negotiations, and agreements regarding the subject matter hereof, except as otherwise expressly provided in the Settlement Agreement.
8.6 Counterparts. This Stipulation may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic transmission (including PDF) shall be deemed original signatures for all purposes.
STIPULATED AND AGREED
FOR PLAINTIFF REDSTONE GAMING CORP.:
CALDERWOOD & HARKNESS LLP
By: ________
Name: Francesca Morano
Title: Responsible Partner
Attorneys for Plaintiff Redstone Gaming Corp.
Date: ________
FOR DEFENDANTS GRIZZLY PEAK RESEARCH LLC, GRIZZLY PEAK CAPITAL PARTNERS LP, AND TOBIAS FENCHURCH:
CALDWELL, TSENG & BARROW LLP
By: ________
Name: Raymond Caldwell
Title: Lead Partner
Attorneys for Defendants Grizzly Peak Research LLC, Grizzly Peak Capital Partners LP, and Tobias Fenchurch
Date: ________
[PROPOSED] ORDER FOR ENTRY OF PERMANENT INJUNCTION
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
The Court has reviewed and considered the Stipulation of the Parties for Entry of Permanent Injunction filed herein, together with the Settlement Agreement and Mutual Release dated January 6, 2025, and all supporting papers. The Court has further considered the recitals, representations, and agreements of the Parties set forth in the Stipulation, and the procedural history and record of this action.
The Court finds that: (a) the Parties, through their respective counsel, have freely and voluntarily consented to the entry of the Stipulated Permanent Injunction on the terms and conditions set forth in the Stipulation; (b) the terms of the Stipulated Permanent Injunction are fair, reasonable, and adequate, and serve the interests of justice; (c) the Court has jurisdiction over the subject matter of this action and over all Parties; and (d) good cause exists for the entry of this Permanent Injunction.
IT IS HEREBY ORDERED that the Stipulated Permanent Injunction set forth in the Stipulation filed herein is entered as an Order of this Court, and all terms and provisions thereof are incorporated herein by reference as if set forth in full.
IT IS FURTHER ORDERED that this Court retains jurisdiction over this action and over the Parties, including all Covered Persons (as defined in Section 1.8 of the Stipulation), for the purpose of interpreting, implementing, and enforcing this Permanent Injunction, pursuant to California Code of Civil Procedure Section 664.6 and the inherent equitable powers of this Court.
IT IS FURTHER ORDERED that Defendants and all Covered Persons shall comply with all terms and conditions of this Permanent Injunction, effective immediately upon entry of this Order, and that any violation of the terms of this Permanent Injunction may subject the violating party to contempt of court and all other remedies provided therein or otherwise available at law or in equity.
IT IS FURTHER ORDERED that the Clerk of Court shall serve a copy of this Order on all counsel of record.
Dated: ________
________________________________________
HON. PATRICIA YAMAMOTO Judge of the Superior Court
Superior Court of California, County of Los Angeles
REDSTONE GAMING CORP., a Nevada corporation, | Case No. 24STCV-01892
Plaintiff, | STIPULATION AND [PROPOSED] ORDER FOR ENTRY OF PERMANENT INJUNCTION
v. | Assigned for All Purposes to:
Hon. Patricia Yamamoto, Dept. 47
GRIZZLY PEAK RESEARCH LLC, a Delaware limited liability company; GRIZZLY PEAK CAPITAL PARTNERS LP, a Delaware limited partnership; and TOBIAS FENCHURCH, an individual,
Defendants.
REDSTONE GAMING CORP., a Nevada corporation, | Case No. 24STCV-01892
Plaintiff, | [PROPOSED] ORDER FOR ENTRY OF PERMANENT INJUNCTION
v. | Assigned for All Purposes to:
Hon. Patricia Yamamoto, Dept. 47
GRIZZLY PEAK RESEARCH LLC, a Delaware limited liability company; GRIZZLY PEAK CAPITAL PARTNERS LP, a Delaware limited partnership; and TOBIAS FENCHURCH, an individual,
Defendants.

EXHIBIT D TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

STIPULATION

SECTION 1: DEFINITIONS

SECTION 2: INJUNCTION AGAINST REPUBLICATION

SECTION 3: INJUNCTION AGAINST TRADING IN RDGM SECURITIES

SECTION 4: ENFORCEMENT AND REMEDIES

SECTION 5: BINDING EFFECT

SECTION 6: MODIFICATION AND DURATION

SECTION 7: RELATIONSHIP TO SETTLEMENT AGREEMENT

SECTION 8: GENERAL PROVISIONS

STIPULATED AND AGREED

FOR PLAINTIFF REDSTONE GAMING CORP.:

CALDERWOOD & HARKNESS LLP

CALDWELL, TSENG & BARROW LLP

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

Record

Parties

Dates

Amounts