Unites States v. Pokerstars, et al

Filing 241

STIPULATION AND ORDER OF SETTLEMENT REGARDING POKERSTARS. Regarding the Forfeiture and Settlement of Claims With Respect to PokerStars and the Transfer of the Forfeited Full Tilt Assets, and as further set forth in said Stipulation and Order. (Signed by Judge Leonard B. Sand on 7/31/2012) (rjm)

~,,[l~-SDNY
I
COURT
UNITED STATES DISTRI
SOUTHERN DISTRICT OF NEW YORK
- - UNITED STATES OF AMERICA,

I.,

DOCU~1ENT

ELECTRONICALLY FILED
DOC#: _____________
DATE FILED: -::t -3\"- \J..:

x

STIPULATION AND ORDER OF

SETTLEMENT REGARDING

POKERSTARS

Plaintiff,

- v.

11 Civ. 2564

POKERSTARS, et al.,

(LBS)

Defendants;

ALL RIGHT, TITLE AND INTEREST IN

THE ASSETS OF POKERSTARS, et al . ,

Defendants in-rem.

----------WHEREAS, on or about
11 Civ. 2564 (LBS)

(the "Compla

x

il 14, 2011, a verified compla
til) was filed under seal in the Uni

States District Court for the Southern District of New York see
forfeiture of, among other thi

ng

, all assets of PokerStars, the Old

Group Ltd., Rational Entertainment Enterprises
Stelekram

t,

., and Sphene International Ltd.

.,

., PYR Software
(collectively

"PokerStars Companies," their assets collectively the "PokerStars
Defendant
1955(d),
Property

rty") pursuant to Ti tIe 18, Uni
981(a) (1) (A), and 981(a) (1) (C)

ring penalties

s

(the PokerStars De

together with the other in rem

Complaint collectively, the "Defendant P
money 1

States Code, Sect

fendants named

the

rty") , and seeking civil

rsuant to Title 18, United States Code,

Section 1956 against the PokerStars Companies;

May 27, 2011, the United States provided

WHEREAS, on or

notice of the filing of the Complaint to

PokerS tars Companies by

and through their counsel, David M. Zornow, Esq. of Skadden, Arps, Slate,
om LLP;

Meagher &

WHEREAS, on or about July 4, 2011, PYR Software
service of the Compla

. waived

t and Summons;

WHEREAS, on or

July 5, 2011, the remaining PokerStars

Companies waived service of the Complaint and Summons;
WHEREAS, on or about September 21, 2011, a verified amended
complaint (the "Amended Compl

nt") was fi
rty and see

of, inter alia, the Defendant
laundering

forfeiture

seeking

ng civil money

lties pursuant to Title 18, United States Code, Sect

1956 against the PokerStars Companies;
WHEREAS,
days therea

nning on May 16, 2011, and

r, pursuant to Rule G (4) (a) of the

Certain Admiral ty and Mari t

thirty consecutive
emental Rules

Claims and Asset Forfeiture Actions,

plaintiff United States of America posted notice of the Verifi
Complaint against the defendants-in-rem on _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _- L_ _
www.forfe
government internet site, and

f of publication was fi

the

with the

Clerk of the Court on November 22, 2011;
WHEREAS, on October 31, 2011, the Oldford Group Ltd., Rational
Entertainment Ente

ises Ltd., Sphene International Ltd., Stelekram

Ltd, and PYR Software (collectively, the "PokerStars Claimant

2

s") filed ve

rty (the "PokerStars Claim") ;

Defendant

and certain other of
WHEREAS,

kerStars Defendant Property

claims for

f

PokerStars Companies, including

Claimant Companies, admitting no wrongdoing in connect

kerStars
herewith,

wish to resolve the forfeiture and civil money laundering claims against
them and their assets and to acquire the Forfeited Full Tilt Assets
(defined below)

r the aggregate amount of approximately $731 million,

as set forth

in;

WHEREAS, the PokerStars Companies and the United States agree
that the set tlement and forfei ture

yment of approx

tely $731 million

in connection with this settlement shall be paid in the following manner:
feit to the United States a sum

the PokerStars Companies shall (1)
of $547 mill

pursuant to the schedule set forth in Paragraph 3 of

this Order, and (2) within ninety (90) days of the C
below) make available for wi

1 by players, without any limi tation
law, all

other than as required by applic
players of

sing Date (defined

Full Tilt Group (

ances for non-U.S.

fined in Exhibit A) as set forth in

Paragraph 6 of this Order, in an amount believed to total approximately
$184 million;
WHEREAS, victims of offenses all

to have been committed

by certain Full Til t Group enti ties in the

Complaint (or related

offenses) will have the

itions with U.S.

rtunity to file

Department of Justice, Asset Forfeiture and Money Launder

Section

("DOJ"),

to the

for remission of forfeiture,
3

including with re

For

ited PokerStars Property (defined below), pursuant to Title 18,

Uni ted States Code, Section 981 and Title 28,

ral Regulations,

of

Part 9, to seek compensation for their losses;
IT IS HEREBY STIPULATED, ORDERED AND AGREED, by and among
Plaintiff United States of America, by its attorney Preet Bharara,
United States Attorney, Assistant Un

States Attorneys, Sharon Cohen

Levin, Michael D. Lockard, and Jason H. Cowley, of counsel; and the
PokerStars Companies, by their counsel, Anand S. Raman, David M. Zornow,

1, of Skadden, Arps, Slate,

John K. Carroll, and Lawrence S.
Meagher & Flom LLP:

The Forfeiture and Settlement of Claims With Respect to

PokerStars and the Transfer of the Forfeited Full Tilt Assets

1.

The PokerStars Companies agree to

forfeiture and c
Complaint and

(b)

1 money 1
acquire

(a)

settle the

ring claims alleged in the Amended
the United States certain assets

forfeited by a separate Stipulation and Order to the United States by
the Full Tilt Group

(

"Forfeited Full Tilt Assets",

Exhibi t B) to be conve
for the
The trans

set

For

to the PokerStars Compan
shall take
entry of this St

s

to the PokerStars Companies or their des

sum of approximately $731 million, as set
r of

in

ited Full Tilt Assets from the Uni

rth below.
States

or their designees (the "Asset Trans

r")

n six business days of the latter of the Court's
tion and Order and the forfeiture of the Full Tilt

4

Assets (the date of the Asset Trans

r, the "Closing Date"), subject

to the terms of Paragraph 2.

2.

The Poke

million (the "Forfeited Po

tars Compan

s shall forfeit a sum of $547

rStars Property"), to be transfer

United States Marshals Service as follows:
million (the "First Payment") shall

(i) A first payment of $225

paid within six business days

of this Stipulation and Order.

of the Court's ent

The Asset Transfer

shall not be legally cognizable unless and until

shall not take place

the First Payment is made in a timely manner.
of $125 million

to the

(ii) A second payment

11 be paid not later than one year from the Closing

(iii) A third payment of $100 million shall be paid not

Date.

than two years from the Closing Date.

(iv) A

ter

and final payment

of $97 million shall be paid not later than three years from the Closing
Date.
United States will confirm receipt of the First

3.

Payment by filing a notice on the docket
Upon the United States' rece

4.

described in Pa
compris
for

this matter.

raph 2 of this St

each payment shall

of the payments

lation and Order, such funds

deemed forfeited to the United States

sposi tion according to law, including Ti tie 18, United States Code,

Section 981.
5.

Closing Date,

The PokerStars Companies, within ni
shall ma

days of the

available for immediate cash withdrawal,

without limitation or restriction other than as
5

ired by any

applicable law, the online poker account balances of all non-U.S.
pI

lieved

rs of the Full Tilt Group, as of June 29, 2011, which are

to tot

approximately $184 million.

Upon making such balances

immediate withdrawal without limitation or restriction,

available

United States, for filing

the PokerStars Companies shall provide to
on the

ket in this matter, a verification that this has been completed.

The PokerStars Companies shall not assume any Ii
Group other than those explicitly provided
extent

Full Tilt

lityof

this Paragraph.

To the

t Raymond Bitar, Howard Lederer, Rafael Furst, Christopher

Ferguson, or Nelson Burtnick are non-U. S. players of the Full Tilt Group,
PokerStars shall not make availab

for withdrawal the online poker

account balances for any of these f

individuals, and will not

in any way.

reimburse
6.

The PokerStars Companies shall provide the Uni

with full access to all records of

States

Full Tilt Group which will be

transferred to the PokerStars Companies as part of the Asset Transfer
for three months

llowing the Closing Date and the Uni ted States shall

permitted to make images or copies of any such reco

. The United

States will be given continued access beyond this period to the Full
Tilt Group's database for the purposes of extracting informat
necessary to effectuate a remission process pursuant to Title 18, Uni
States Code, Section 981(d) and (e) and 28 C.F.R., Part 9 for the Full
Tilt Group's former U.S. players, the administration of which shall be
the sole responsibility of the United States.
6

For avoidance of doubt,

PokerStars will assume no responsibility or liability for the repayment
of the Full Til t Group's former U. S. players and will not be responsible
for the accuracy of the records of the Full Tilt Group including those
included in the Asset Trans
7.

r.

In the event that the PokerStars Companies fail to

timely make any of the payments described in Paragraph 2 or

il to comply

with paragraphs 5 or 6, this action may be reinstated against the
PokerS tars Companies and the PokerStars Defendant

ty, with the

statute of limitations for any such actions or claims being tolled from
the date on which the Court enters this Stipulation and Order, and all
ght, title, and interest in the Forfeited Full Tilt Assets shall be
to the United States.

retu

8.

asserting any
empl

s

Investigat

The PokerStars Companies are hereby
aim against the Uni

rred from

States or any of its agents

(including, without limitation, the

1 Bureau of

("FBI") and the United States 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
construct

possess

Forfeited PokerStars P

of the PokerS tars Defendant Property or the
rty inc 1

ng, without limitation, any claim

that the United States did not have probable cause to seize and/or
forfeit the PokerS tars Defendant Property or the Forfeited PokerStars
Prope

, that the PokerStars Companies are a prevailing party or that

7

PokerStars Companies are entitled to attorneys'

s or any award

of interest.
9.

and/or

withdraw all claims

The PokerStars Companies he

s action and agree that they shall

itions for remission in

ss

not file any claims or peti tions for

n relative to the Forfeited

PokerStars Property, or any action or motion seeking to collaterally
attack the seizure, restraint, or forfei ture of

For

i ted PokerStars

Property, nor shall they assist others in filing any such claims,
itions, actions, or motions.

For avoidance of doubt, the PokerStars'

Companies withdrawal of all claims pursuant to this Paragraph shall
accounts that are listed

include their withdrawal of any claims to

in paragraphs M-O of the claim submitted on October 31, 2011 by the
Po

rStars Companies.
10.

PokerStars Companies represent that they are the

sole owners of the funds comprising the Forfei

PokerStars Prope

and agree to hold harmless the Uni ted States and any and all of its agents
and employees (including, without limitation, the FBI and the USAO-SDNY)
from any and all third-party claims in connection with or arising out
of the United States' seizure, restraint, and/or construct
possession of the funds comprising the For
11.

ited PokerStars Property.

This Stipulation and Order of Settlement shall in no way

be deemed an admission of any wrongdoing, culpability, liability, or
guilt on behalf of the PokerStars Companies or any of their respective
s, officers or employees, past and present. Further, this
8

Stipulation and Order of Settlement shall in no way constitute any
reflection upon the merits of the cia
respect

United States and the Po

ly by
12.

and defenses asserted
rStars Companies.

rst Payment, and subject to the terms of

Upon the

Paragraph 7, the in rem forfeiture action against the PokerStars
inst the

Defendant Property and the civil money-laundering claims

this Stipulation

Accordi

y,

Order of Settlement fully and finally resolves this

action as to the Po
rty.

ceo

wi th prej

PokerS tars Companies shall be dismis

rStars Companies and the PokerStars Defendant

For avoidance of doubt, the PokerStars Defendant

rty

includes all assets in bank accounts held in the name of the PokerStars
Companies, but does not include

assets held in any other bank

accounts, and expressly does not inc

the assets in the accounts

listed in paragraphs M-O of the claim submitted on October 31, 2011 by
the PokerStars Compan
13.
Schei

S.

Within fo

five days of the Closing Date, Isai

rg shall withdraw from, and shall not serve in, any management

or director role at any of the Po
clude any entity or entit
For

rStars Companies

(thereafter to

s that will own or operate any of the

ted Full Tilt Assets) or their present or future affil

provision is subject to

s.

This

siting by the parties to this Stipulation

and Order without further order from this Court upon

resolution of

United States

(S.D.N.Y.).

V.

Isai Scheinberg, S3 10 Cr. 336

9

(LAK)

14.

The PokerStars Companies are prohibited from employing

or otherwise hiring Raymond Bitar, Howard Lederer, Rafael Furst, Chris
Ferguson, and Nelson Burtnick.
15.

The PokerStars Companies, and their present or future

affiliates 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.
16.

Nothing in this Stipulation and Order of Settlement is

intended to or shall limit the PokerStars Companies and their present
or future affiliates from offering real-money online poker to
individuals within the United States (including under the PokerStars
or the Full Tilt Group's brands) if and when it becomes permissible to
do so under relevant law.
17.

Upon the First Payment, the Domain Name Use Agreement

entered between the United States and the PokerStars Companies, dated
April 19, 2011 shall be terminated.
18.

Upon the First Payment, the Arrest Warrant In Rem entered

in this matter on April 15, 2011, shall be amended to no longer apply
to the following domain: pokers tars . com. The Arrest Warrant In Rem shall
remain in effect in all other regards not related to the PokerStars Group
and any of its assets (except as otherwise will be ordered by the Court) .
19.

Upon the First Payment, the Court's Order of September

1, 2011, restraining certain funds held in an account at Bank Hapoalim
in Luxembourg shall be terminated.
10

20.

rst Payment, the Uni

Upon

States will submit

an application to the Court in United States v. Scheinberg, S3 10 Cr.
3 3 6 (LAK )

Order entered in

sting that the Restrain

(S . D. N . Y • )

action be amended to no longer apply to any accounts held in the
ies. In the event that

Court does not

enter an Order fully amending the Restraining Order,

(i) the amount due

name of the PokerStars

to

(ii)

United States under Paragraph 3 shall be adjus

PokerStars Companies will

to the forfeiture of

the

in the

relevant accounts listed in the Restraining Order equal to the amount
of the adjustment; and (iii) the PokerStars Compan
Uni

States in transferring

to

amount of the adjustment,

desi

s will assist the

in such accounts, in an amount equal
to an account in

United States

by the United States.

Additional Provisions
21.

The parties hereby waive all rights to

otherwise challenge or contest the val

ty of this Stipul

or to
on and

Order of Settlement.
22.

Each party shall bear its own costs and attorneys'

s.

23.

The signing of this St

r

does not constitute a consent to juri

lation and Settlement
ction by the PokerS tars

Companies, other than for the purpose of en
Settlement Order.

11

rcing this Stipulation

24.

The signature pages of

in one or more counterparts, each of which

Settlement may be execu
will

deemed an or

s Stipulation and Order of

nal but all of which together

11 constitute

one and the same instrument. Signature pages may be by fax and such
si

s shall be

as valid originals.

AGREED AND CONSENTED TO:
PREET BHARARA
States
rn District of New York

H. Cow ey
ant United States Attorneys
637 1060/2193/2479
Counsel for Plaintiff

[ADDITIONAL SIGNATURES ON NEXT PAGE]

12

POKERSTARS, OLDFORD GROUP LTD., RATIONAL ENTERTAINMENT ENTERPRI
LTD. ,
PYR SOFTWARE LTD., STELEKRAM LTD., and SPHENE INTERNATIONAL LTD.

July 27, 2012

Anand S. Raman (admitted
hac vice)
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, NW
Washington, DC 20005
[phone]
David M. Zornow
John K. Carroll
Lawrence S. Spiegel
Skadden,
s, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036
[phone]/4155/2280
Counsel for PokerStars, Oldford Group
Ltd., Rational Entertainment Ente
ises
Ltd., Pyr Software Ltd., Stelekram Ltd.,
and Sphene Internat
al

U

TED STATES DISTRICT JUDGE

13

DATE

Exhibit A

The Full Tilt Group

The Full Tilt Group shall mean the Full Tilt -affiliated and -controlled
companies identified below:
a.

BT Management

b.

Dromane Limit

c.

Filco

d.

Filco L

e.

Fitzroche Limited

f.

Graybel

g.

Irolo (Italy)

h.

Kolyma Corporation AVV

i.

Ludus Limited (Cyprus)

j .

Media Management GmbH

k.

My West Nook Limited

1.

Oxalic Limited

m.

Orinic Limi

n.

Pocket Kings Consulting Limited

o.

Pocket Kings Limited

p.

Ranston Limi

q.

Real Media LLC

r.

Rekop Limited

s.

Rosbull Limited

t.

Rullan Joyce Limited

u.

Tiltproof Limited

(HoI

ngs)

ted

ted

ted
ted

v.

Ti tware LLC

w.

Tiltware Merchandise Services, LLC

x.

Vantage Limited

2

EXHIBIT B - THE FORFEITED FULL TILT ASSETS

The Forfeited Full Tilt Assets as this term is used in the Stipulation and Order of Settlement shaH 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 reflected on the books and records of any member of 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, 20 11 (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 Full 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 FuJI 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 FuJI Tilt Assets
(or any portion thereof) or that were executed in connection with the due diligence of potential
acquirers of any 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 ofthe 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 information,
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 ofthe foregoing (in whatever form 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 of the 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, 20 II, that are not expressly listed 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 Irolo (Italy) Limited for the award of an Italian remote
gaming license. In particular, all rights of collection ofthat 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
i - Sofa(s)
- Televisions and screens
[ - Storage units and bins

- 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
Fileo Limited
Rekop Limited
Kolyma Corporation A.V.Y.
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
m
the
Excel
Workbook
entitled
"ProductMetaData 20120425" 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 Oi)
I

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_20 120425" 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 m
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

Tiltware
LLC
and/or
Kolyma
Corporation A.V.V by means of
SafeNames WhoTs Privacy (masking
service based in the UK);
Pocket Kings Limited

incorporates the name or nickname of any member of Tiltware
LLC as listed in the Excel Workbooks entitled "Domain Names
Tiltware Members 20120705/1 provided by the Transferors or
their representatives to the Transferee's representatives on July 5,
2012 (collectively "Excluded Domain Names").
i

i 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

Goodwill

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 - 2012-Apr-26/1 provided by the Full Tilt Group to the
PokerStars Group on April 26, 2012, and including without
limitation:
Financial accounts databases

Pocket Kings Limited except for the
player databases.
Filco Limited; Orininc Limited; Oxalic
Limited; Vantage Limited (player
databases and all data, records and
history related to players for all countries

FTDW
Full
Tilt
transactional
(marketing/business intelligence)

data

warehouse

except France).
Rekop Limited (player database of
French players and all data, records and
history related to players).

MOM - marketing database
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 ).

!

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 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:

ill

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/IB20101003383, by means of
which the following applications were filed:
(i)

Argentina patent application no. PIIOIOOl56

(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 n invention entitled "Computer gaming device and
A
method for computer gaming" and all applications for
registration filed in respect of this invention and any

i

patents granted on such applications, including without

limitation the following:

US patent application no. 11/316,573
PCT application no. PCT/US2006!0390B6, 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.

Licenses: the third party licenses granted to the entities within
the Full Tilt Group listed in the Excel Workbook entitled
HFNDOCS-# 1622368-v 1­
FTP~softwareJicences~assignmentt.xLS provided by the
PokerStars Group's representative to the Full Ti It Group
representative on 9 th July, 2012 (the "Forfeited Licenses").

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).
Pocket Kings Limited and other entities
within the Full Tilt Group

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 PokerS tars Group's representatives.

Vantage Limited
Kolyma Corporation A.Y.V.
Rekop Limited

Funds held in trust by US counsel in an amount of
approximately US$l ,428,225.80 received from Instadebit

Med ia Management GmbH
BT Management
Titlware LLC
Ranston Limited

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

i

Pending and potential claims
Description of Asset
Pending legal proceedings commenced in Australia by Kolyma
Corporation A.V.V. against Daniel Tzvetkoff, Intabill, Inc., BT
Projects Pty Ltd. and Salvatore Sciacca

Owned By
Kolyma Corporation A.V.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,
Solidpayand Inatec.

Debt of I!rofessional I!oker I!la~ers for rel!a~ment of loans
I!reviousl~ 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.

Filco Limited; Orininc 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 ofthe Full Tilt 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.

L

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:

Law Firm

Amount

Purpose
I
i

USD 75,000

Filing of motions to withdraw from open litigation •
in Los Angeles

USD 150,000

Cozen

Filing of motion to withdraw from open
litigation/resolve class action litigation in New
York, Las Vegas and Montreal

GBP 75,000

Winding down the Transferors
incorporated in Aldereny

which

are

EUR 75,000

Winding down the
incorporated in Ireland

which

are

. O'Connor

Ifrah Law

Collas Crill

•

I

• MOP

Transferors

J.

any and all benefits ofthe Asset Transfer Agreements.

Annex 1

Table of Trademarks

1

FULL TILT POKER (word and design), registration no. 845254, registered in Benelux,
classes

j2

9, 2B, 3B, 41.

HEADS UP POKER LE FACE-A-FACE (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, 16,24,28,35,38,4 J, 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. 3020 I 0003006, registered in Germany,
classes 9, 28, 38, 4 J.

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 in
Germany, classes 9, 28, 38,41.

8

MEC (word only), application no. 2557801, 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, 4 J, 42.

10

FuliTiltP.ker.net MiIIi.. Eur. Challenge (word on Iy), regi stration no. 2554341, i
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, 38,4 J, 42.

13

Rush Poker (word and design), registration no. 2553344, registered in the United
Kingdom, classes 9, 16,24,2835,38,41,42.

14

R (word and design), registration no. 2553347, registered in the United Kingdom, classes
9, 16,24,28, 35, 38, 41,42.

15

i 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,

classes 9,16,21,24,28,35,38,41,42.

. 17

19

• 19

Fulltiltpoker (word only), registration no. 2465022, registered in the United Kingdom,
classes 9,16,21,24,28,35,38,41,42.
Mutdl The: Pw (word only), rcgi:stmtiol1
38,41.

110.

97624 t t, rcgistert:d in CTM, classes 9, 28,

Full Tilt Poker Akademie.Net (word and design), registration no. 9468208,registered in
CTM, classes 9, 16,24,28,35,38,41,42.

I
!

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 in CTM, i
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

FulITiltPoker.net Million Euro Challenge
registered in CTM, classes 9, 28, 38,41.

31

(word only), registration no. 8930711,

· FuliTiltPoker.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 2838 41.

35

R (word and design), registration no. 8816241, registered in CTM, classes 9 28, 38, 4 L

36

Rush Poker (word and design), registration no. 8816225, registered in CTM, classes 9,
. 28,38,41.

.37

Rush Poker (word only), registration no. BB 16373, registered in CTM, classes 9, 28, 38,
41.

38

Full Tilt Poker (word only), registration no. 6335327, registered in CTM, classes 9 28 38
41.

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 m
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. 109033 1, 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

FuliTiitPoker.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 m International
Register designating Russia, classes 16, 24, 35, 42.

I
i

I

I

i

147

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, •
i
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

FuliTiitPoker.net Million Euro Challenge (word only), registration no. GGGT7349,
registered in Guernsey, classes 9,16,24,28,35,38,41,42.

I
i

J

53

Million Euro Challenge (word only), registration no. GGGT7516, registered in
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, 38, 41,42.

55

Full Tilt Poker (word and design), registration no. GGGT7288, registered in Guernsey,
classes 9,16,24,28,35,38,41,42.

i

i

56

i

Trademark application for FULL TILT POKER (word only), filed in Russia, classes 9,
16,24,28,35,38,41,42.

i

I

57

Trademark application for FULLTILTPOKER (word only), filed in Russia, classes 9, ,
16,24,28,35,38,41,42.
I

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.

i

: 63

Trademark application for FullTiltPoker.net Million Euro Challenge (word only), filed i
in Russia, classes 9, 16,24,28,35,38,41,42.
I

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.

66

Trademark application for MEC (word only), filed in Russia, classes 9, 16,24,28,35,38, I
41,42.

I

i

,67

Trademark application no. 145488 for FULL TILT POKER (word and design), filed in I
Ukraine, classes 9, 16,24,28,35,38,41,42.

I

68
I
!

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 BqiTbCJI, cniJll~yiiTecb i rpaiiTe 3 npocpi
(translation:"Learn, chat and play with the pros") (word only), filed in Ukraine, classes 9,
16,24,28,35,38,41,42.