EX-10.3 5 ipsecurityagree0218.htm EXHIBIT 10.3
EXHIBIT 10.3
(Exhibit H
to Indenture)
FORM OF
INTELLECTUAL PROPERTY SECURITY AGREEMENT
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "Agreement"), dated as of February 2, 2018 (as amended, supplemented or otherwise modified from time to time, the "Intellectual Property Security Agreement"), is made by each of the signatories hereto (collectively, the "Grantors") in favor of Wilmington Trust, National Association, as collateral agent for the ratable benefit of the Secured Parties (in such capacity, the "Collateral Agent").
WHEREAS, Full House Resorts, Inc. (the "Company") has entered into that certain Indenture, dated as of February 2, 2018 (as it may be amended, restated, supplemented or otherwise modified from time to time, the "Indenture"), by and among the Company, each guarantor (as named therein), and the Collateral Agent;
WHEREAS, the Grantors have executed and delivered that certain Security Agreement, dated as of the date hereof, in favor of the Collateral Agent for the ratable benefit of the Secured Parties (as amended, supplemented, or otherwise modified from time to time, the "Security Agreement"). All capitalized terms used herein without definition shall have the meaning given in the Security Agreement and, if not defined therein, shall have the meaning given in the Indenture; and
WHEREAS, under the terms of the Security Agreement, the Grantors have granted a security interest in certain Collateral, including, without limitation, certain Intellectual Property of the Grantors, to the Collateral Agent for the ratable benefit of the Secured Parties, and have agreed as a condition precedent to the extensions of credit under the Indenture to execute this Agreement for recording with the United States Patent and Trademark Office, the United States Copyright Office, and other applicable Governmental Authorities.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:
SECTION 1. GRANT OF SECURITY. Subject to compliance with applicable Gaming Laws and any requirements imposed by any applicable Gaming Authority, each Grantor hereby grants to the Collateral Agent for the ratable benefit of the Secured Parties a security interest in and to all of such Grantor’s rights, priorities and privileges with respect to Intellectual Property, whether arising under United States, state, multinational or foreign laws or otherwise, including, without limitation, all of such Grantor’s right, title and interest in and to the following (the "Intellectual Property Collateral"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations:
1.1 Trademarks. All Trademarks, including, but not limited to: (a) the registrations and applications referred to in Schedule 1 hereto; (b) all extensions or renewals of any of the foregoing; (c) all of the goodwill of the business connected with the use of and symbolized by the foregoing; (d) the right to sue for past, present and future infringement, dilution or other violation of any of the foregoing or for any injury to goodwill; and (e) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit (collectively, the "Trademark Collaterals");
1.2 Trademark Licenses. Any and all agreements providing for the granting of any right in or to Trademark Collaterals (whether any Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 1 hereto;
1.3 Patents. All Patents, including, but not limited to: (a) each patent and patent application referred to in Schedule 1 hereto; (b) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof; (c) all rights corresponding thereto throughout the world; (d) all inventions and improvements described therein; (e) all rights to sue for past, present and future infringement or other violations thereof; (f) all licenses, claims, damages, and proceeds of suit arising therefrom; and (g) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit (collectively, the "Patent Collaterals");

1.4 Patent Licenses. Any and all agreements providing for the granting of any right in or to Patent Collaterals (whether any Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 1 hereto;
1.5 Copyrights. All Copyrights, including but not limited to: (i) all registrations and applications therefor including, without limitation, the registrations and applications referred to in Schedule 1 hereto; (ii) all extensions and renewals thereof; (iii) all rights corresponding thereto throughout the world; (iv) all rights to sue for past, present and future infringement or other violation thereof; and (v) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages and proceeds of suit (collectively, the "Copyright Collaterals");
1.6 Copyright Licenses. Any and all agreements providing for the granting of any right in or to Copyright Collaterals (whether any Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 1 hereto;
1.7 Proceeds. Any and all Proceeds of any Trademarks, Trademark Licenses, Patents, Patent Licenses, Copyrights, Copyright Licenses, and any and all Proceeds of the foregoing described in this Section 1.
Notwithstanding the foregoing, the Intellectual Property Collateral shall not include any Excluded Collateral.
SECTION 2. RECORDATION. Each Grantor authorizes and requests that the Register of Copyrights of the United States Copyright Office, the Commissioners for Patents and Trademarks of the United States Patent and Trademark Office and any other applicable government officer record this Agreement.
Each Grantor shall, at its sole expense, take all further actions necessary (or as reasonably requested by the Collateral Agent) to record and perfect its security interest in and to the Intellectual Property Collateral.
SECTION 4. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts (including by telecopy), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by fax transmission or e-mail transmission (e.g. "pdf" or "tif") shall be effective as delivery of a manually executed counterpart of this Agreement.
SECTION 5. CONFLICT PROVISION. This Agreement has been entered into in conjunction with the provisions of the Security Agreement and the Indenture. The protections, indemnities, immunities, rights and remedies of each party hereto with respect to the security interest granted herein are without prejudice to, and are in addition to, those set forth in the Security Agreement and in the Indenture, all terms and provisions of which are incorporated herein by reference, mutatis mutandis. In the event that any provisions of this Agreement are in conflict with the Security Agreement, the provisions of the Security Agreement shall govern.
SECTION 6. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York, without regard to conflict of laws principles thereof to the extent such principles would cause the application of the law of another state.
[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.
GRANTORS:
FULL HOUSE RESORTS, INC.,
a Delaware corporation
By: /s/ Lewis Fanger
Name: Lewis Fanger
Title: Chief Financial Officer
FULL HOUSE SUBSIDIARY, INC.,
a Nevada corporation
By: /s/ Lewis Fanger
Name: Lewis Fanger
Title: Vice President and Treasurer
FULL HOUSE SUBSIDIARY II, INC.,
a Nevada corporation
By: /s/ Lewis Fanger
Name: Lewis Fanger
Title: Vice President and Treasurer
STOCKMAN’S CASINO,
a Nevada corporation
By: /s/ Lewis Fanger
Name: Lewis Fanger
Title: Vice President and Treasurer
GAMING ENTERTAINMENT (INDIANA) LLC, a Nevada limited liability company
By: /s/ Lewis Fanger
Name: Lewis Fanger
Title: Treasurer

GAMING ENTERTAINMENT (NEVADA) LLC, a Nevada limited liability company
By: /s/ Lewis Fanger
Name: Lewis Fanger
Title: Manager
SILVER SLIPPER CASINO VENTURE LLC,
a Delaware limited liability company
By: /s/ Lewis Fanger
Name: Lewis Fanger
Title: Treasurer
GAMING ENTERTAINMENT (KENTUCKY) LLC, a Nevada limited liability company
By: /s/ Lewis Fanger
Name: Lewis Fanger
Title: Treasurer
RICHARD & LOUISE JOHNSON, LLC, a Kentucky limited liability company
By: /s/ Lewis Fanger
Name: Lewis Fanger
Title: Treasurer
FHR-COLORADO LLC, a Nevada limited liability company
By: /s/ Lewis Fanger
Name: Lewis Fanger
Title: Treasurer

COLLATERAL AGENT:
WILMINGTON TRUST, National Association
By: /s/ Lynn M. Steiner
Name: Lynn M. Steiner
Title: Vice President

SCHEDULE 1
to Intellectual Property
Security Agreement
INTELLECTUAL PROPERTY
(A) Copyrights
None.
(B) Copyright Licenses
None.
(C) Patents
None.
(D) Patent Licenses
None.

(E) | Trademarks

| File No. | Mark | Owner | Application/ Registration No. | Status
1 | F0402.0020 | AMERICAN PLACE | Full House Resorts, Inc. | 86/714,046 | Pending
2 | F0402 - 0003 | FULL HOUSE RESORT AND CASINO | Full House Resorts, Inc. | 3,680,085 | Registered
3 | F0402 - 0001 | FULL HOUSE RESORTS | Full House Resorts, Inc. | 3,250,160 | Registered
4 | F0402 - 0002 | FULL HOUSE RESORTS and Design | Full House Resorts, Inc. | 3,250,177 | Registered
5 | T0448US00 | GRAND LODGE CASINO and Design | Gaming Entertainment (Nevada) LLC | 3,760,969 | Registered
6 | F0402.0040 / T04479US00 | PLAYERS ADVANTAGE CLUB | Gaming Entertainment (Nevada) LLC | 2,639,239 | Registered
7 | F0402.0012 | RISING STAR CASINO RESORT and Design | Full House Resorts, Inc. | 4,313,520 | Registered
8 | F0402.0011 | RISING STAR CASINO RESORT | Full House Resorts, Inc. | 4,296,062 | Registered
9 | F0402.0013 | RISING STAR REWARDS and Design | Full House Resorts, Inc. | 4,177,845 | Registered
10 | F0402.0014 | RISING STAR REWARDS | Full House Resorts, Inc. | 4,090,079 | Registered
11 | F0402.0017 | STOCKMAN’S CASINO | Full House Resorts, Inc. | 4,494,260 | Registered
12 |  | THE LODGE AT RISING STAR CASINO | Full House Resorts, Inc. | 4,966,002 | Registered
13 | F0402.0019 | THE LODGE AT RISING STAR CASINO and Design | Full House Resorts, Inc. | 4,966,001 | Registered
14 | F0402.0022 | Christmas Casino | Full House Resorts, Inc. | 5130618 | Registered
15 |  | Cripple Creek Christmas Casino | Full House Resorts, Inc. | 87749537 | Pending
16 |  | CRIPPLE CREEK CHRISTMAS CASINO & INN | Full House Resorts, Inc. | 87749545 | Pending
17 |  | Cripple Creek Christmas Inn | Full House Resorts, Inc. | 87749541 | Pending
18 |  | DESIGN ONLY | Full House Resorts, Inc. | 87611953 | Pending
19 | F0402.0200 | QUEEN CITY MARKET and Design | Full House Resorts, Inc. | 3,862,067 | Registered
20 | F0402.0017/1 | STOCKMAN’S CASINO and design | Full House Resorts, Inc. | 5,287,710 | Registered
21 | F0402.0024 | The Crippled Cow | Full House Resorts, Inc. | 5325829 | Registered
22 | [_____] | 9,494 Lounge | Full House Resorts, Inc. | Serial #87691610 | Pending
23 | T06348C200 | A TRUE COLORADO STYLE CASINO | FHR-Colorado LLC | 20121212537 | Registered
24 | T06349C200 | BILLY’S CASINO | FHR-Colorado LLC | 20141567981 | Registered
25 | T06352C200 | BRONCO BILLY’S TRUE COLORADO CASINO & HOTEL | FHR-Colorado LLC | 20151582869 | Registered
26 | T06347C200 | BRONCO BILLY’S CASINO | FHR-Colorado LLC | 20121155619 | Registered
27 | T06351C200 | BUFFALO BILLY’S CASINO | FHR-Colorado LLC | 20151582645 | Registered
28 | T06346C200 | COLORADO’S BEST BET | FHR-Colorado LLC | 19921047268 | Registered
29 | T06350C200 | CRIPPLE CREEK’S LUCKY CASINO | FHR-Colorado LLC | 20151559246 | Registered

Domain Names:

Domain Name 2 | Registrant
fullhouseresorts.com | Full House Resorts, Inc.
grandlodgecasino.com | Gaming Entertainment Nevada, LLC
risingstarcasino.com | Full House Resorts, Inc.
risingstarrvpark.com | Full House Resorts, Inc.
risingstarcasinorvpark.com | Full House Resorts, Inc.
thechristmascasino.com | Full House Resorts, Inc.
stockmanscasino.com | Stockman’s Casino
broncobillyscasino.com | Bronco Billy’s Casino 3
broncobillys.biz | Full House Resorts, Inc.
americanplace.us | Advanced Computer Technology 4
silverslipper-ms.com* | Silver Slipper Casino Venture LLC
silverslippersports.com* | Silver Slipper Casino Venture LLC
silverslipperfantasysports.com* | Silver Slipper Casino Venture LLC

__________
2. An asterisk (*) in this table denotes ownership with respect to the domain name registration.
3. Registrant to be corrected after Closing to reflect the correct Grantor’s ownership.
4. Registrant to be corrected after Closing to reflect the correct Grantor’s ownership.

(F) | Trademark Licenses

The following trademarks and domain names are licensed by Silver Slipper Licensing LLC to Silver Slipper Casino Venture LLC, pursuant to that certain Amended and Restated License Agreement, dated October 1, 2012. Silver Slipper Licensing LLC assigned the trademarks and its rights under the Amended and Restated Licensing Agreement to Silver Slipper Gaming, LLC on December 31, 2012.

| File No. | Mark | Owner | Application/ Registration No. | Status
1 |  | S | Silver Slipper Gaming, LLC | 5101374 | Registered
2 |  | S | Silver Slipper Gaming, LLC | 5242061 | Registered
3 |  | S | Silver Slipper Gaming, LLC | 5192737 | Registered
4 | T04482US00 | S SILVER SLIPPER and Design | Silver Slipper Gaming, LLC | 3,706,961 | Registered
5 | T04482US01 | S SILVER SLIPPER and Design | Silver Slipper Gaming, LLC | 3,346,341 | Registered
6 | T04481US00 | SILVER SLIPPER | Silver Slipper Gaming, LLC | 3,529,267 | Registered
7 | T04481US01 | SILVER SLIPPER | Silver Slipper Gaming, LLC | 3,681,464 | Registered
8 | T04481US02 | SILVER SLIPPER | Silver Slipper Gaming, LLC | 3,346,342 | Registered
9 |  | SILVER SLIPPER CASINO HOTEL | Silver Slipper Gaming, LLC | 5101375 | Registered
10 | [_____] | SILVER SLIPPER CASINO HOTEL Design | Silver Slipper Gaming, LLC | 5,188,114 | Registered

Domain Names:

Domain Name 5 | Registrant
silverslipper-ms.com* | Silver Slipper Casino Venture LLC
silverslippersports.com* | Silver Slipper Casino Venture LLC
silverslipperfantasysports.com* | Silver Slipper Casino Venture LLC

(G) | Trade Secret Licenses

None.
__________
5. An asterisk (*) in this table denotes the rights to use the domain names granted from Silver Slipper Gaming, LLC.