Unites States v. Pokerstars, et al
Filing
240
STIPULATION AND ORDER OF SETTLEMENT REGARDING FULL TILT POKER. Regarding the Forfeiture of Property and Settlement of Claims with Respect to Full Tilt Poker, as further specified in this stipulation and order. (Signed by Judge Leonard B. Sand on 7/31/2012) (rjm)
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UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
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DATE FILED:
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UNITED STATES OF AMERICA,
. _
J--<-?u 1-.-, ~
STIPULATION AND ORDER OF
SETTLEMENT REGARDING
FULL TILT POKER
Plaintiff,
- v.
:~ED
11 Civ. 2564
POKERS TARS , et al.,
(LBS)
Defendants;
ALL RIGHT, TITLE AND INTEREST IN
THE ASSETS OF POKERSTARS, et al. ,
Defendants-in-rem.
- - - - - - - - - - - - -x
WHEREAS, on or about April 14, 2011, a verified complaint,
11 Civ. 2564 (LBS)
(the "Complaint") was filed under seal in the United
States District Court for the Southern District of New York seeking the
forfeiture of,
among other things,
all assets of Full Tilt Poker,
Til tware LLC, Kolyma Corporation A. V. V., Pocket Kings Ltd., Pocket Kings
Consulting Ltd., Filco, Ltd., Vantage Ltd., Ranston, Ltd., and Full Tilt
Poker Ltd. (collectively the "Named Full Tilt Companies," their assets
collectively the "Full Tilt Defendant Property") pursuant to Title 18,
United States Code, Sections 1955 (d), 981 (a) (1) (A), and 981 (a) (1) (C)
(the Full Tilt Defendant Property and, together with the other in rem
defendants
named
in
the
Complaint,
collectively
the
"Defendant
Property"), and seeking civil money laundering penalties pursuant to
1
Title 18, United States Code, Section 1956 against the Named Full Tilt
Companies;
WHEREAS, on or about June 14, 2011, the United States provided
notice
the filing of the Complaint to the Named Full Tilt Companies
by and through their counsel, Barry Boss, Esq. of Cozen O'Connor;
WHEREAS,
on or about June 20,
2011,
the Named Full Tilt
Companies waived service of the Complaint and Summons;
WHEREAS, on or about September 21, 2011, a verified amended
complaint (the "Amended Complaint") was filed seeking the forfeiture
of,
inter
alia,
laundering penalt
the
Defendant
Property
and
seeking
civil
money
pursuant to Title 18, United States Code, Section
1956 against the Named Full Tilt Companies;
WHEREAS, beginning on May 16,2011, and for thirty consecutive
days thereafter, pursuant to Rule G (4) (a) of the Supplemental Rules
for Certain Admiralty and Maritime Claims and Asset Forfeiture Actions,
plaintiff United States of America posted notice of
the Verified
Complaint against the defendants-in-rem on www.forfeiture.gov,
the
government internet site, and proof of publication was filed with the
Clerk of the Court on November 22, 2011;
WHEREAS, on or about November 14, 2011, Filco Ltd., Kolyma
Corporation A.V.V., Vantage Ltd., Tiltware LLC, Pocket Kings Consulting
Ltd.,
and Pocket Kings Ltd.
Companies") f
(collectively,
the "Full
It Claimant
verified claims for the Full Tilt Defendant Property
and certain other of the Defendant Property;
2
WHEREAS,
the Full Tilt Group (defined more fully herein),
including the Full Tilt Claimant Companies, admitting no wrongdoing in
connection herewith, wishes to resolve the forfeiture and civil money
laundering claims against it and its assets, and is willing to forfeit
all of its assetsi
WHEREAS, the PokerStars Companies (defined below) have agreed
to acquire certain of the assets of the Full Tilt Group (the "Forfeited
Full Tilt Assets," defined below), by separate Stipulation and Order
(the "PokerStars Stipulation"), and the Full Tilt Group consents to the
forfeiture of the Forfeited Full
Transfer" )
to
PokerS tars ,
1 t Assets to be conveyed (the "Asset
the
Oldford
Group
Ltd. ,
Rational
Entertainment Enterprises Ltd., PYR Software Ltd., Stelekram Ltd., and
Sphene International Ltd.
(collectively the "PokerStars Companies"),
or their permitted transferees, pursuant to the terms and conditions
set forth hereini
WHEREAS,
the PokerStars Stipulation provides,
among other
things, that the PokerStars Companies will (1) forfeit a sum of money
to the United States
(the "PokerStars Forfeited Funds")
and
(2)
be
required, within ninety days of the Asset Transfer, to make available
for immediate cash withdrawal, without limitation or restriction other
than as required by any applicable law, the online poker account balances
of all non-U.S. players of the Full Tilt Group, as of June 29, 2011,
which are believed to total approximately $184 million.
3
WHEREAS, victims of offenses alleged to have been committed
by the Named Full
It Companies (or other members of the Full Tilt Group)
in the Amended Complaint (or related offenses) will have the opportuni ty
to file petitions with U. S. Department of Justice, Asset Forfeiture and
Money
Laundering
Section
("DOJ"),
for
remission
of
forfeiture,
including with respect to the PokerS tars Forfeited Funds, pursuant to
Title 18, United States Code, Section 981 and Title 28, Code of Federal
Regulations, Part 9 1 to seek compensation for their losses;
IT IS HEREBY STIPULATED, ORDERED AND AGREED
Plaintiff United States of America,
United States Attorney
by its attorney Preet Bharara l
Assistant United States Attorneys
I
by and among
I
Levin, Michael D. Lockard l and Jason H. Cowley
I
I
Sharon Cohen
of counsel; and the Named
Full Tilt Companies, including the Full Tilt Claimant Companies, and
the Covered Full Tilt Companies (defined below)
Companies
I
the Full
(the Named Full Tilt
It Claimant Companies, and the Covered Full Tilt
Companies collectively I
the "Full Tilt Group") either directly or by
their counsell Barry Boss, Esq'l of Cozen 0 1 Connor:
Forfeiture of Property and Settlement of Claims
with Respect to Full Tilt Poker
1.
The Full Tilt GrouPI including the Full Ti
and -controlled companies identified below (collectively
Full Tilt Companies
II )
I
-affiliated
I
"the Covered
agrees to settle the forfeiture and civil money
laundering claims alleged in the Amended Complaint by forfeiting to the
United States certain assets of the Full Tilt Group (the "Forfeited Full
Til t Assets I " set forth in Exhibi t A)
4
I
to be conveyed to the PokerStars
Companies or their permitted designees pursuant to the PokerStars
Stipulation.
The Covered Full Tilt Companies are:
a.
BT Management
b.
Dromane Limited
c.
Filco (Holdings) Limited
d.
Filco Limited
e.
Fitzroche Limited
f.
Graybel Limited
g.
Irolo (Italy) Limited
h.
Kolyma Corporation AVV
i.
Ludus Limited (Cyprus)
j.
Media Management GmbH
k.
My West Nook Limited
1.
Oxalic Limited
m.
Orinic Limited
n.
Pocket Kings Consulting Limited
o.
Pocket Kings Limited
p.
Ranston Limited
q.
Real Media LLC
r.
Rekop Limited
s.
Rosbull Limited
t.
Rullan Joyce Limited
u.
Tiltproof Limited
5
v.
w.
Tiltware Merchandise Services, LLC
x.
2.
Tiltware LLC
Vantage Limited.
The forfeiture of the Forfeited Full
It Assets shall
become effective upon the Court's entry of this Stipulation and Order
and the PokerStars Stipulation.
3.
The Full Tilt Group represents that it is the sole owner
of the Forfeited Full Tilt Assets.
4.
The Full Tilt Group further agrees to take any actions
which may be required in order to facilitate the Asset Transfer!
including, but not limited to, the execution of all documentation
necessary to convey title or otherwise relinquish all the Full Tilt
Group's interests with respect to the Forfeited Full
5.
It Assets;
The Full Tilt Group is hereby barred from asserting any
claim against the United States or any of its agents and employees
(including! without limitation, the United States Federal Bureau of
Investigation ("FBI") and the U.S. Attorney's Office for the Southern
District of New York ("USAO-SDNY") in connection with or arising out
of the United States' seizure, restraint! and/or constructive
possession of the Forfeited Full Tilt Assets or the Full Tilt Defendant
Property! including! without limitation! any claim that the United
States did not have probable cause to seize and/or forfeit the Forfeited
Full Tilt Assets or the Full Tilt Defendant Property! that the Full Tilt
6
Group is a prevailing party, or that the Full Tilt Group is entitled
to attorneys' fees or any award of interest.
6.
The Full Tilt Group, including the Full Tilt Claimant
Companies, hereby withdraws all claims and/or petitions for remission
in this action and agrees that it shall not fi
for remission relative to the Forfei
any claims or petitions
Full Tilt Assets or the Full
lt Defendant Property, or any action or motion seeking to collaterally
attack the seizure, restraint, or conveyance of the Forfeited Full Tilt
Poker Assets or the seizure or restraint of the Full Tilt Defendant
Property, nor shall it assist others in filing any such claims, petitions I
actions t or motions.
7.
This Stipulation and Order of Settlement shall in no way
be deemed an admission of any wrongdoing, culpabilitYt liability, or
guilt on behalf of the Full
lt Group or any of its respective agents,
officers or employees, past and present.
Further
I
this Stipulation and
Order of Settlement shall in no way constitute any reflection upon
merits of the claims and defenses asserted respectively by the United
States and the Full Tilt Group,
including the Full Tilt Claimant
Companies.
8.
Upon the forfeiture of the Forfeited Full
lt Assets
and the Asset Transfer, the in rem forfeiture action against the Full
Tilt Defendant Property and the civil money laundering claims against
the Named Full
lt Companies shall be dismissed with prejudice.
7
9.
The Full Tilt Group agrees and consents that, with the
exception of the Full Tilt Defendant Property specifically excluded from
the Forfeited Full Tilt Assets as set forth in Exhibit A attached hereto,
it will not contest the forfeiture of any proceeds traceable to any other
Full Ti
Defendant Property that are not Forfeited Full
It Assets
and will not file a claim or petition for remission for such proceeds
in any civil or administrative forfeiture proceeding.
10.
The Full Tilt Group, and any present or future entities
controlled by or under common control with the Full Tilt Group or any
of its principals, are precluded from offering online poker for real
money play in the united States until if and when it becomes permissible
to do so under relevant law.
11.
Upon the forfeiture of the Forfeited Full Tilt Assets,
the Domain Name Use Agreement entered between the United States and the
Named Full Tilt Companies, dated April 19, 2011, shall be terminated.
12.
Upon the forfeiture of the Forfeited Full Tilt Assets,
the Arrest warrant In Rem entered in this matter on April 15, 2011, shall
be amended to no longer apply to the following domain: full til tpoker. com.
The Arrest Warrant In Rem shall remain in effect in
1 other regards
not related to the Full Tilt Group and any of its assets (except to the
extent the Court orders otherwise in the PokerStars Stipulation) .
13.
Upon the forfeiture of the Forfeited Full Tilt Assets,
the United States will submit an application to the Court in United
States v. Isai Scheinberg et al., S3 10 Cr. 336 (LAK)
8
(S.D.N.Y.)
requesting that the Restraining Order entered in that action be amended
to no longer apply to any accounts held in the name of the Full Tilt
Group, the contents of which are part of the Forfeited Full
Assets.
Additional Provisions
14.
parties hereby waive all rights to appeal or to
otherwise challenge or contest the validity of this Stipulation and
Order of Settlement.
15.
Each party shall bear its own costs and attorneys' fees.
16.
The Full Tilt Group represents and warrants that this
Stipulation and Order has been duly authorized by valid corporate action
of the entit
17.
s comprising the
I
Tilt Group.
The signature pages of this Stipulation and Order of
Settlement may be executed in one or more counterparts, each of which
will be deemed an original but all of which together will constitute
one and the same instrument.
Signature pages may be by fax and such
signatures shall be deemed as valid originals.
AGREED AND CONSENTED TO:
PREET BHARARA
By:
DATE
S
Jas
H. Cowley
Assistant United States Attorneys
(212) 637-1060/2193/2479
Counsel for Plaintiff
[ADDITIONAL SIGNATURES ON NEXT PAGE]
9
I
THE [VT,IIj
T'~T
GRO:,.':",
including ':';;r: fUL~, ',:,': 1.']' CLAIMANT COMPANH~S
TILTWARF.,
8Y,22~~
P,aymor:,-: ,}. 8n.;:, r, Mar.aqer.
Poc kc t j'. ng s ; '.. :':: ,
Block /.:,
Che~rVN"od Sci C:lce and Technology Park
Loughl'ristown, i;ubUn 18
Ireland
Ha ym 0 :,
J, B i ~, .; ~', tv) a n a q c: r 0 f
T i.l twarc,
LLC I : ~ ,-~ sole ::.cmoc r
PoCkCl I";ngs ','_d.
Block ':"f
Che rrv,-"I ,:)d Sc i cn cc: a nd Techno logy Pa r k
Loughl:: stown, Dubli.n 18
r re 1 a!':,!
DATF.
7
DROMANE J.: :." TED, r: Tf,[WCIH~ LIMITED, GRAYBEL LIMITED, REKOP
LIMITt.;D ar:: ROSBU~,
j, [MI'!,'!':D,
~'ILCO
(HOLDINGS) LIMITED, fILCO
L,IMI'n~D,
"",:,O(I'I':",,',{) :.JMI'l']iD, LUI)US LIMITEU, MY WEST NOOK
LIMITF,f), ::'::':'IL.IC Lif· 1 i'!'!·:!), ORINTC r.IMITr~D, POCKET KINGS CONSULTING
LIMITED, :'<~ET K: :,i~;S I, I M1 'I.'!·:D , PULLAN JOYCE LIMITED, TILTPROOf
LIMLTED an:: VANTAC;",
By:
I.LMT']')i[)
~~_~~--------,~=--_ _ _(0 (1/
Raymon,: J. Bi:.c:,r', [)i.rcct.cr.
Po c k e 1 :.' i n g sT'., ci .
Block /"
Cherr\~ '8d SC'i,C~~C and Technology Park
Lough i ; " s town, :;uh; i n ; 8
I relar. ':
10
DATE
)
TIlE FULL TILT GROUP,
.; :J
uding THE FULL
LT CLlUt'lANT COMPANIES
(contimH.xl.)
KOT,,{MA. COBPORl\TION AVV
of the'
Co
7
Attorney
1717 Pennsylvania Avenue
Suite 650
washingtoIl, DC 20006
(202)
524-414/
J3T MANAGJ:.:MJ:.:NT SP.RVTCP.S GMBH, MSDTA MANAGP.MP.NT GMBl-: and AANSTON LIMITED
AND REl\L MEDIA, LLC
L. BF.l rrett Ross, Counsel fOl' t
Cozen O'Connor
The Army and Navy Building
1627 I Street, NW, Suite
00
Washington, DC 20006
(202) 912 4818
Companies'
so
STATES DISTRICT JUDGE
11
'o/'~"_
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _!IIi1!ii'I_'
•
EXHIBIT A - THE FORFEITED FULL TILT ASSETS
The Forfeited FuJI Tilt Assets as this term is used in the Stipulation and Order of Settlement shall mean the
following assets, properties, contractual rights, goodwill, going concern value, rights and claims of the Full
Tilt Group relating to the Full Tilt Group's business, wherever situated and of whatever kind and nature, real
or personal, tangible or intangible, whether or not retlected on the books and records of any member ot the
Full Tilt Group including the assets listed in the tables below that are required to operate the Full Tilt Group
business in a manner consistent with its operations prior to April 15, 201] (other than the Excluded Assets
(as defined below) listed below):
accounts receivable of or monies owed to the Full Tilt Group outstanding on or after the day on which
the forfeiture of the Forfeited Full Tilt Assets shall become effective including, but not limited to, the
accounts receivable listed in the chart labeled 'Accounts Receivable' below;
2
all gaming data and history relating to the Full Tilt Group business, including all computer records,
database, operating reports, and reconciliation files whether in electronic form or otherwise;
3
all tangible property of the Ful] Tilt Group including but not limited to the assets listed in the chart
labeled 'Tangible Assets' below;
4
all documents that are used in, held for use in or intended to be used in, or that arise primarily out of,
the Full Tilt Group business, including documents relating to the products, services, marketing,
advertising, promotional materials, intellectual property, personnel files for employees and consultants,
accounting records and all files, customer files and documents (including credit information), supplier
lists, records, literature and correspondence, copies of agreements with third parties, wherever located
but not including original certificates of incorporation and minute books of any of the Full Tilt Group
entities;
5
all rights of the Full Tilt Group under non-disclosure or confidentiality, non-compete, or non
solicitation agreements with employees, contractors, consultants and agents of the Full Tilt Group or
with third parties to the extent relating to the Full Tilt Group business or the Forfeited Full Tilt Assets
(or any portion thereof) or that were executed in connection with the due diligence of potential
acquirers ofany of the Forfeited Full Tilt Assets;
6
all rights of the Full Tilt Group under or pursuant to all warranties, representations and guarantees
made by suppliers, manufacturers and contractors to the extent relating to products sold, or services
provided, to FTP or to the extent affecting any of the Forfeited Full Tilt Assets;
7
any and all cash and cash equivalents including all bank accounts held in the Full Tilt Group name and
any and all deposits with suppliers or government authorities including, but not limited to, the cash
amounts listed in the chart labeled 'Cash' below;
8
all intellectual property of the Full Tilt Group including without limitation: any and all classes and
types of patents, utility models and design patents and applications for these classes and types of patent
rights and all disclosures relating thereto (and any patents that issue as a result of those patent
applications), and any renewals, reissues, re-examinations, extensions, continuations, continuations-in
part, divisions and substitutions relating to any of the patents and patent applications, as well as all
related foreign patent and patent applications that are counterparts to such patents and patent
applications, trade marks and unregistered marks and service marks and the goodwill associated
therewith, registered designs, utility models, design rights, topography rights, copyrights (including
"look-and-feel" and including copyright in computer programs, software and website and television
contents), including moral rights and any other rights in works of authorship, and any registrations and
applications for registration thereof, software (including source code, executable code, tools and related
documentation), database rights and data collections (including knowledge databases, hands history
databases, customer lists and customer databases), whether registered or unregistered, and any
applications for registration therefor, inventions, know-how, trade secrets, confidential infonnation,
business or trade names, domain names, and all other intellectual property and neighbouring rights and
rights of a similar or corresponding character, enforceable anywhere in the world (whether or not the
same are registered or capable of registration) and all applications for, or for the protection of: any of
the foregoing, all rights to collect royalties and proceeds in connection with the foregoing, all claims,
causes of action and rights to sue or recover and claim damages arising out of or related to the past,
present or future infringement or misappropriation or passing-off of or unfair competition related to any
of the foregoing, and all copies and tangible embodiments of any of the foregoing (in whatever fonn or
medium) including but not limited to the assets listed in the chart labeled 'Intangible Assets' below;
9
all other intangible assets associated with the Full Tilt Group business;
10
customer and supplier lists and databases from the inception ofthe Full Tilt Poker business;
11
all pending and potential claims of the Full Tilt Group against any third party including, but not limited
to, the claims listed in the chart labeled 'Pending and Potential Claims' below; and
12
any other assets of the Full Tilt Group used in the operation of the Full Tilt Group business as at the
date hereof and prior to April 15, 201 1, that are not expressly I isted as Excluded Assets.
Account Receivable
Description of Asset
Owned By
Debt owed by The Minsk Princess Hotel (Belarus)
Debt owed by Media Mansion (the Czech Republic)
All rights connected to the license application filed
by Iro10 (Italy) Limited for the award of an Italian remote
gaming license. In particular, all rights of collection of that certain
deposit made by Irolo (Italy) Limited or its affiliates for the
benefit of the Bank of Italy in the amount of EUR 1,500,000
pursuant to paragraph 10 of the administrative rules for the award
of the license and execution of the license agreement governing
the above mentioned procedure.
Pocket Kings Limited
Pocket Kings Limited
lrolo (Italy) Limited
Tangible Assets
Description of Asset
Owned By
Equipment and Furniture as listed in the Excel Workbook
entitled "Fixed Asset Register Office & Leasehold 01.04.12"
provided by the Full Tilt Group to the PokerStars Group on April
23, 2012, including, for example:
Pocket Kings Limited
-
Furniture
Home Cinema systems
Sofa(s)
Televisions and screens
Filing and storage cabinets
- Desks, tables, stools, chairs
- Shelving
Leasehold Improvements as listed in the Excel Workbook
entitled "Fixed Asset Register Office & Leasehold 01.04.12"
provided by the Full Tilt Group to the PokerStars Group on April
23,2012, including, for example:
- Office, board room, common room fit outs
- Flooring and tiling
Reception desk
- Glass partitions
Computer AssetslHardware:
as listed in the Excel Workbooks entitled "Fixed Asset Register
Office & Leasehold 01.04.12" and "FA List Apr 2012" provided
by the Full Tilt Group to the PokerStars Group on April 23,
2012, including, for example:
- Screens
- Desktops and laptops
Phones
Printers
- Servers
Pocket Kings Limited
Pocket Kings Limited
Filco Limited
Rekop Limited
Kolyma Corporation A.V.V.
Irolo (Italy) Limited
Hardware as listed in the Excel Workbook entitled "FA List Apr
2012" provided by the Full Tilt Group to the PokerStars Group .
on April 23, 2012 including, for example the following locations:
- Cherrywood, Dublin
- C& W data centre, Guernsey
- France data centre
- IXN (Interxion) data centre, Dublin
- MIT (Continent8) data centre, Kahnawake
Documents and Media:
All books, documents, user manuals, drawings, CDs, DVDs and
other portable storage devices that contain copyright material
whether held in digital form or otherwise including, but not
limited to master tapes containing television content, discs that
contain proprietary software and all documentation related to the
development of such software, including without limitation the
software
listed
in
the
Excel
Workbook
entitled
"ProductMetaData_2012042S" as well as all Source Code
Materials (as defined below).
Source Code Materials shall mean true and complete copies, as
they exist on the date hereof, whether in eye-readable or
machine-readable form (without the need for any external
• modification), of: (i) the source code of the software, and (ii)
Pocket Kings Ltd. (to the extent the
owner is My West Nook Limited,
My West Nook shall also take all
required
actions
under
this
Stipulation and Order of Settlement)
such materials, documentation, specifications, manuals, user
guides, promotional material, internal notes and memos,
technical documentation, drawings, flow charts, diagrams, test
plans and test reports, configuration files, database schemas,
architecture documents, source language statements. demo disks.
benchmark test results, and other written materials related to, or
used or produced in, or for, the development or support of the
Software, which are necessary and sufficient to enable a
reasonably skilled programmer to understand, install, compile,
integrate, test, operate, use, reproduce, debug, modify, maintain,
support and enhance the software without reference to any other
person or documentation.
Intangible Assets
Description of Asset
Owned By
Proprietary Software and all rights therein and documentation
related to the development of such software as listed in the Excel
Workbook entitled "ProductMetaData_20120425 II provided by
the Full Tilt Group to the PokerStars Group on April 25, 2012.
Pocket Kings Limited (to the extent the
owner is My West Nook Limited, My
West Nook shall also take all required
actions under this Stipulation and Order
of Settlement).
Domain Names list of c. 10,000 domain names, as listed in
the
Excel
Workbooks
entitled
"Domain
Names
europeandomaincentre.com", "Domain Names Full Listing
20120426" and "Domain Names Kolyma Pocket Kings
20120426" provided by the Full Tilt Group to the PokerS tars
Group on April 26, 2012, excluding any domain name which
incorporates the name or nickname of any member of Tiltware
LLC as listed in the Excel Workbooks entitled "Domain Names
Tiltware Members 20120705" provided by the Transferors or
their representatives to the Transferee's representatives on July 5,
2012 (collectively "Excluded Domain Names").
Tiltware
LLC
and/or
Kolyma
Corporation A.V.V by means of
SafeNames Whols Privacy (masking
service based in the UK);
Pocket Kings Limited
Goodwill
Pocket Kings Limited (to the extent the
owner is any other company within the
The goodwill associated with the intellectual property rights of Full Tilt Group, any such company shall
the Full Tilt Group.
also take all required actions under this
StipUlation and Order of Settlement).
Databases (including the data contained in such databases): as
listed in the Excel Workbook entitled " Full Tilt - Data
Containers - 20 12-Apr-26" provided by the Full Tilt Group to the
PokerStars Group on April 26, 2012, and including without
limitation:
i
Financial accounts databases
Pocket Kings Limited except for the
player databases.
Fileo Limited; Orin inc Limited; Oxalic
Limited; Vantage Limited (player
databases and all data, records and
history related to players for all countries
FTOW
-
Full
Tilt
transactional
data
warehouse
except France).
(marketing/business intelligence)
Rekop
MOM marketing database
Limited
(player database
of
French players and all data, records and
history related to players).
Astra database
"STU" business intelligence monitor
Player databases and all data, records and history related to
players and any backup databases (including specifically that
certain backup copy of the players database made on May 29,
2011 ).
Patents and Inventions:
All inventions, ideas, concepts, know-how, designs and features,
whether or not reduced to practice or described or specified in
detail or implemented within any product or offering, whether
disclosed to the Poker Stars Group or not, and including without
limitation the following:
W An
invention entitled "Player-entry assignment and
ordering" and all applications for registration filed in
respect of this invention and any patents granted on such
applications, including without limitation the following:
EPO patent application no. 10250085.7
UK patent application no. 1022044.0
Bahamas patent application (no number provided; no
further information available)
PCT application no. PCT/IB20 I 01003383, by means of
which the following applications were filed:
(i)
Argentina patent application no. P}} 0 100 156
(ii)
Pakistan patent application
(assumed to be based on PCT)
(iii)
Taiwan patent application no.
(assumed to be based on PCT)
(iv)
US patent application no. 13/006620
(v)
Uruguay patent application no. 33192
(vi)
EPO patent application no. 10843789.8
19/2011
no.
100101858
(hl An invention entitled "Computer gaming device and
method for computer gaming" and all applications for
registration filed in respect of this invention and any
Pocket Kings Limited (to the extent the
owner is My West Nook Limited, My
West Nook shall also take all required
actions under this StipUlation and Order
of Settlement)
patents granted on such applications, including without
limitation the following:
US patent application no. 11/316,573
PCT npplication no. PCTIUS2006/0J90B6, by means of
which the following applications were filed:
(i)
Australia patent application no. 2006333559
(ii)
Canada patent application no. 2632291
(iii)
EPO patent application no. 06836201.1
(all listed under the name of Hold 'Em One, Inc. as the
applicant (Assignee in the US),
• The trademarks used in connection with the Full Tilt business,
including those Trade Marks listed on Annex 1 to this Exhibit.
Pocket Kings Limited (to the extent the
owner is My West Nook Limited, My
West Nook shall also take all required
actions under this Stipulation and Order
of Settlement).
Licenses: the third party licenses granted to the entities within Pocket Kings Limited and other entities
the Full Tilt Group listed in the Excel Workbook entitled within the Full Tilt Group
HFNDOCS-# 1622368-v 1
FTP_softwareJicences_assignmentt.xLS provided by the
PokerS tars Group's representative to the Full Ti It Group
representative on 9th July, 2012 (the "Forfeited Licenses").
Cash
Description of Asset
Owned By
Including (without limitation):
Pocket Kings Limited
- All bank accounts held in the name of the Full Tilt Group.
Filco Limited
- Any and all deposits with suppliers or governmental authorities.
- The funds listed in the Excel Workbook entitled "FTP Bank
Account Reconciliation.xlsx" provided by the Full Tilt Group or
their representatives to the PokerStars Group's representatives.
Vantage Limited
Kolyma Corporation A.V.V.
Rekop Limited
- Funds held in trust by US counsel in an amount of
approximately US$I,428,225.80 received from Instadebit
Media Management GmbH
BT Management
Titlware LLC
I
Ranston Limited
I
I
Irolo (Italy) Limited
Any funds received by the Full Tilt Group due to the release of
that certain deposit with Energia Ireland relating to utilities
servicing the Irish premises; which shall be held by the Full Tilt
Group in current account.
Pocket Kings Limited
Pending and potential claims
Description of Asset
Owned By
..
Pending legal proceedings commenced in Australia by Kolyma
Corporation AV.V. against Daniel Tzvetkoff, Intabill, Inc., BT
Projects Pty Ltd. and Salvatore Sciacca
Kolyma Corporation AV.V.
Any other entity of the Full Tilt Group
Potential claims against former payment processors of the Full
Tilt Group including, but not limited to, Comtec Consulting Ltd,
SoJidpay and Inatec.
Debt of I!rofessional I!oker I!laxers for rel!axment of loans
I!reviouslX granted to them as listed in the Excel Workbook
entitled "Pro Loans revised - 19th Jul with Ray comments"
provided by the Full Tilt Group or their representatives to the
PokerStars Group's representatives.
Fi1co Limited; Orin inc Limited; Oxalic
Limited; Vantage Limited
Excluded Assets
A.
Any documents protected by attorney-client or attorney work product privilege or protection.
B.
any rights, title or interest in any ownership interests (legal or beneficial) in any of the Full Tilt
Group entities or in any other entIty in which any of the Fu II Ti It Group entities has any ownership
interest.
C.
all originals (or copies, to the extent originals do not exist) of minute books, stock ledgers, charters,
operating agreements and other governing documents between each of the Full Tilt Group entities
and its owners (beneficial or legal), and other corporate organizational documents of that type,
provided that copies will be provided to the PokerStars Companies or their designees, including all
the statutory books and statutory records of the Full Tilt Group entities.
D.
any email and other written correspondence of the Full Tit Group entities, both original, electronic
and back-up copies, and the Microsoft exchange server and related servers that store such emails,
excluding any emails or other correspondence with any players.
E.
any financial data of the Full Tilt Group entities, excluding any data relating to players.
F.
any and all rights, title and interest in the Bermuda property.
G.
any current intergroup agreements, including, without limitation, all consulting agreements between
Ray Bitar and any of the Full Tilt Group entities, all of which shall be terminated at closing.
H.
all contracts and agreements of FTP other than employee agreements transferred by operation of law
and the Forfeited Licenses.
1.
Cash of the Full Tilt Group held in trust for the payment of attorneys' fees in connection with the
following purposes which shall not exceed the following amounts:
Amount
Filing of motions to withdraw from open litigation
in Los Angeles
USD 150,000
• Cozen
Purpose
USD 75,000
Law Firm
Filing of motion to withdraw from open
litigation/resolve class action litigation in New
York, Las Vegas and Montreal
O'Connor
Ifrah Law
I
i
I
I
Collas Crill
MOP
I GBP 75,000
EUR 75,000
Winding down the Transferors
incorporated in Aldereny
which
are
Winding down the
incorporated in Ireland
which
are
Transferors
J.
any and all benefits of the Asset Transfer Agreements.
Annex I
Table of Trademarks
1
FULL TILT POKER (word and design), registration no. 845254, registered in Benelux,
classes 9, 2B, 3B, 41.
2
HEADS UP POKER LE F ACE-A-F ACE (word and design), registration no.
10/3774281, registered in France, classes 9,28,38,41.
3
FULL TILT POKER AKADEMIE.NET (word and design), registration no.
302010062747, registered in Germany, classes 9, 16,24,28,35,38,41,42.
4
R (word and design), registration no. 302010003005, registered in Germany, classes 9,
28,38,41.
5
Rush Poker (word and design), registration no. 302010003006, registered in Germany,
classes 9, 28, 38, 41.
6
Full Tilt Poker (word only), registration no. 30765158, registered in Germany, classes 9, •
28,38,41.
7
FULL Tilt POKER (word and design), registration no. 30764543, registered
Germany, classes 9,28,38,4 J.
8
MEC (word only), application no. 255780 J, registered in the United Kingdom, classes 9,
16,24,28,35,38,41,42.
9
FULL Tilt POKER (word and design), registration no. 2554342, registered in the United.
Kingdom, classes 9, 16,24,28,35,38,41,42.
10
FuliTiltPoker.net Million Euro Challenge (word only), registration no. 2554341,
registered in the United Kingdom, classes 9, 16,24,28,35,38,41,42.
11
Million Euro Challenge (word only), registration no. 2554339, registered in the United
Kingdom, classes 16, 24.
12
RUSH POKER RUSHPOKER (word only), registration no. 2553343, registered in the
United Kingdom, classes 9, 16,24,28,35,38,41, 42.
I
In
I
. 13
Rush Poker (word and design), registration no. 2553344, registered
Kingdom, classes 9, 16,24,28 35,38,41,42.
In
the United
I
14
R (word and design), registration no. 2553347, registered in the United Kingdom, classes
9,16,24,28,35,38,41,42.
15
FULL TILT GAMING (word only), registration no. 2489493, registered in the United
Kingdom, classes 9, 16,21,24,28,35,38,41,42.
16
Full Tilt Poker (word only), registration no. 2465018, registered in the United Kingdom,
I
classes 9,16,21,24,28,35,38,41,42.
17
Fulltiltpoker (word only), registration no. 2465022, registered in the United Kingdom,
classes 9, 16,21,24,28,35,38,41,42.
18
Match The Pm (wurd unly), rt:gistratiun nu. 9762411, rt:glstt:rt:J in CTM, dasst:s 9, 28,
38,41.
19
Full Tilt Poker Akademie.Net (word and design), registration no. 9468208,registered in
CTM, classes 9,16,24,28,35,38,41,42.
20
RUSH POKER (word only), registration no. 9294109, registered in CTM, classes 16, 24,
35,42.
21
Full Tilt Poker (word and design), registration no. 9295312, registered in CTM, classes
16,24,35,42.
22
RUSHPOKER (word only), registration no. 9294133, registered in CTM, classes 16, 24,
35,42.
23
FullTiitPoker.net Million Euro Challenge (word only), registration no. 9294976,
registered in CTM, classes 16,24,35,42.
24
R (word and design), registration no. 9295271, registered in CTM, classes 16,24,35,42.
25
RUSH POKER (word and design), registration no. 9295171, registered in CTM, classes
16,24,35,42.
26
Full Tilt Poker (word only), registration no. 9295015, registered in CTM, classes 16, 24,
35,42.
27
Million Euro Challenge (word only), registration no. 929490 I, registered
classes 16, 24.
28
HEADS UP DAS POKER DUELL (word and design), registration no. 8930703,
registered in CTM, classes 9, 28, 38, 41.
29
HEADS UP - DAS POKERDUELL (word only), registration no. 8930612, registered in
CTM, classes 9, 28, 38, 41.
30
FullTiltPoker.net Million Euro Challenge
registered in CTM, classes 9, 28, 38,41.
31
FullTiitPoker.net HEADS UP - DAS POKERDUELL (word only), registration no.
8930695, registered in CTM, classes 9, 28, 38, 41.
32
MEC (word only), registration no. 8930729, registered in CTM, classes 28, 38, 41.
33
Million Euro Challenge (word only), registration no. 8930604, registered in CTM,
classes 9, 28, 38, 41.
34
RushPoker (word only), registration no. 8821456, registered in CTM, classes 9 28 38 41.
In
CTM,
(word only), registration no. 8930711,
35
R (word and design), registration no. 8816241, registered in CTM, classes 9 28, 38, 41.
36
Rush Poker (word and design), registration no. 8816225, registered in CTM, classes 9,
28,38,4l.
37
Rush Poker (word only), registration 110.8816373, registered in CTM, classes 9, 28, 38,
4l.
38
Full Tilt Poker (word only), registration no. 6335327, registered in CTM, classes 92838
4l.
39
FULL Tilt POKER (word and design), registration no. 6322127, registered in CTM,
classes 9, 28, 38, 41.
40
FULL TILT POKER (word and design), registration no. 1335898, registered
Australia, class 9.
41
RUSHPOKER (word only), registration no. 1086087, registered in International Register
- designating Russia, classes 16,24,35,42.
42
Full Tilt Poker (word and design), registration no. 1090331, registered in International
Register - designating Russia, classes 16,24,35,42.
43
RUSHPOKER (word only), registration no. 1093643, registered in International Register
- designating Russia, classes 16,24,35,42.
44
FuliTiltPoker.net Million Euro Challenge (word only), registration no. 1093716,
registered in International Register - designating Russia, classes 16,24,35,42.
45
R (word and design), registration no. 1094667, registered in International Register
designating Russia, classes 16, 24, 35, 42.
46
Rush Poker (word and design), registration no. 1095384, registered
Register - designating Russia, classes 16, 24, 35, 42.
47
Full Tilt Poker (word only), registration no. 1099846, registered in International Register
- designating Russia, classes 16, 24, 35, 42.
48
RUSH POKER RUSHPOKER (word only), registration no. GGGT7283, registered in
Guernsey, classes 9,16,24,28,35,38,41,42.
49
Rush Poker (word and design), registration no. GGGT7284, registered in Guernsey,
classes 9, 16,24,28,35,38,41,42.
50
R (word and design), registration no. GGGT7285, registered in Guernsey, classes 9, 16,
24,28,35,38,41,42.
51
MEC (word only), registration no. GGGT7286, registered in Guernsey, classes 9, 16, 24,
28,35, 38,41,42.
52
FullTiltPoker.net Million Euro Challenge (word only), registration no. GGGT7349,
registered in Guernsey, classes 9, 16,24,28, 35, 38, 41,42.
In
In
International
53
Million Euro Challenge (word only), registration no. GGGT7516, registered in i
Guernsey, classes 9, 16,24,28, 35, 38, 41,42.
54
Full Tilt Poker (word only), registration no. GGGT7287, registered in Guernsey, classes
9, 16,24,28,35,3~41,42.
55
Full Tilt Poker (word and design), registration no. GGGT7288, registered in Guernsey,
classes 9,16,24,28,35,38,41,42.
56
Trademark application for FULL TILT POKER (word only), filed in Russia, classes 9,
16,24,28,35,38,41,42.
57
Trademark application for FULLTILTPOKER (word only), filed in Russia, classes 9,
16,24,28,35,38,41,42.
58
Trademark application for FULL TILT GAMING (word only), filed in Russia, classes
9,16,24,28,35,38,41,42.
59
Trademark application for RUSH POKER (word only), filed in Russia, classes 9, 16,24, .
28,35,38,41,42.
60
Trademark application for RUSHPOKER (word only), filed in Russia, classes 9, 16, 24,
28,35,38,41,42.
61
Trademark application for RUSH POKER (word and design), filed in Russia, classes 9,
16,24,28,35,38,41,42.
62
Trademark application for R (word and design), filed in Russia, classes 9, 16,24,28,35,
38,41,42.
63
Trademark application for FullTiltPoker.net Million Euro Challenge (word only), filed
in Russia, classes 9, 16,24,28,35,38,41,42.
64
Trademark application for Million Euro Challenge (word only), filed in Russia, classes
9,16,24,28,35,38,41,42.
65
Trademark application for FULL TILT POKER (word and design), filed in Russia,
classes 9, 16,24, 28,35,38,41,42.
I
!
I
66
Trademark application for MEC (word only), filed in Russia, classes 9, 16,24,28,35,38, •
41,42.
67
Trademark application no. 145488 for FULL TILT POKER (word and design), filed in
Ukraine, classes 9, 16, 24,28,35,38,41,42.
68
Trademark application no. 145489 for Learn, chat and play with the pros" (word only),
filed in Ukraine, classes 9, 16,24,28,35, 38,41,42.
69
Trademark application no. 145490 for B'IiTbcH, cnim.:yiiTecb i rpaiiTe 3 npo.i
(translation: tl Learn, chat and play with the prostl) (word only), filed in Ukraine, classes 9, •
16,24,28,35,38,41,42.
I
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