Cryptologic Ltd - Amended Statement of Ownership (SC 13G/A)
February 14 2008 - 3:51PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13(d)-2(b)
CRYPTOLOGIC
LTD.
(Name of Issuer)
Common
(Title of Class of Securities)
228906103
December 31, 2007
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
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þ
Rule 13d-1(c)
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o
Rule 13d-1(d)
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*
The remainder of this cover page shall be filled out for a reporting persons initial
filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for
the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however,
see
the
Notes
).
Page 1 of 13 Pages
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CUSIP No.
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228906103
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Page
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2
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of
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13 pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
The Pabrai Investment Fund II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Illinois
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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271,059
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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8
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SHARED DISPOSITIVE POWER
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271,059
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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271,059
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.1%
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12
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TYPE OF REPORTING PERSON
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PN
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CUSIP No.
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228906103
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Page
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3
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of
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13 pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Pabrai Investment Fund 3, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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British Virgin Islands
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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344,473
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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8
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SHARED DISPOSITIVE POWER
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344,473
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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344,473
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.7%
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12
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TYPE OF REPORTING PERSON
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CO
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CUSIP No.
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228906103
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Page
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4
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of
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13 pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
The Pabrai Investment Fund IV, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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867,761
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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8
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SHARED DISPOSITIVE POWER
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867,761
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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867,761
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.8%
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12
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TYPE OF REPORTING PERSON
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PN
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CUSIP No.
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228906103
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Page
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5
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of
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13 pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Dalal Street, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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California
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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400
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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8
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SHARED DISPOSITIVE POWER
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400
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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400
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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*
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12
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TYPE OF REPORTING PERSON
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CO
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* Less than one-tenth of one percent.
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CUSIP No.
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228906103
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Page
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6
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of
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13 pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Harina Kapoor
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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8
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SHARED DISPOSITIVE POWER
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1
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1*
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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**
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12
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TYPE OF REPORTING PERSON
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IN
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* Includes 1 share held by the IRA FBO Harina Kapoor.
** Less than one-tenth of one percent.
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CUSIP No.
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228906103
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Page
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7
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of
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13 pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Mohnish Pabrai
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,483,694
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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8
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SHARED DISPOSITIVE POWER
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1,483,694
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,483,694*
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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11.6%
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12
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TYPE OF REPORTING PERSON
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IN
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* Includes 1 share held by the IRA FBO Harina Kapoor.
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CUSIP No. 228906103
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Page 8 of 13 pages
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Item 1. (a) Name of Issuer.
Cryptologic Ltd.
Item 1. (b) Address of Issuers Principal Executive Offices.
55 St. Clair Avenue West, 3rd Floor, Toronto, Ontario, Canada M4V 2Y7
Item 2. (a) Name of Person Filing.
This Schedule 13G/A is filed on behalf of The Pabrai Investment Fund II, L.P., an Illinois
limited partnership (PIF2), Pabrai Investment Fund 3, Ltd., a British Virgin Islands corporation
(PIF3), The Pabrai Investment Fund IV, L.P., a Delaware limited partnership (PIF4), Dalal
Street, LLC, a California limited liability company (Dalal Street), which is general partner of
PIF2 and PIF4 and sole investment manager of PIF3, Harina Kapoor, and Mohnish Pabrai, sole
shareholder and chief executive officer of Dalal Street and a shareholder and president of PIF3
(collectively, the Reporting Persons), pursuant to a Joint Reporting Agreement dated February 14,
2008, filed by the Reporting Persons as Exhibit A to this Schedule 13G/A.
Item 2. (b) Address of Principal Business Office or, if none, Residence.
114 Pacifica
Suite 240
Irvine, CA 92618-3321
Item 2. (c) Citizenship.
PIF2 is an Illinois limited partnership. PIF4 is a Delaware limited partnership. PIF3 is a
British Virgin Islands corporation. Dalal Street is a California limited liability company.
Mohnish Pabrai is a United States citizen and his wife, Harina Kapoor, is also a United States
citizen.
Item 2. (d) Title of Class of Securities.
Common Shares
Item 2. (e) CUSIP Number.
228906103
Item 3. If this Statement is fled pursuant to Rule 13d-1(b), 13d-2(b) or (c), check whether the person filing is a:
Not applicable.
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CUSIP No. 228906103
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Page 9 of 13 pages
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Item 4. Ownership.
(a) and (b).
This Schedule 13G/A shall not be construed as an admission that any Reporting Person is,
either for purposes of Section 13(d) or 13(g) of the Exchange Act of 1934, as amended (the Act)
or for other purposes, is the beneficial owner of any securities covered by this statement. By
virtue of the relationships between and among (i) Dalal in its capacity as the general partner and
investment manager of PIF2, PIF4 and PIF3, respectively, (ii) Mohnish Pabrai, in his capacity as
sole shareholder and chief executive officer of Dalal Street and as president of PIF3 and (iii) the
other Reporting Persons, as further described in Item 2(a), each of the Reporting Persons may be
deemed to be the beneficial owner of all or a portion of the Common Shares held by the other
Reporting Persons. Because of the relationships described in Item 2(a), the Reporting Persons may
be deemed to constitute a group within the meaning of Rule 13d-5 under the Act, and as such, each
member of the group would be deemed to beneficially own, in the aggregate, all the Common Shares
held by members of the group. The Reporting Persons disclaim membership in a group and disclaim
beneficial ownership of any of the Common Shares except as follows.
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Common Shares
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Reporting Person
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Beneficially Owned
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% of Class ()
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The Pabrai Investment Fund II, L.P.
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271,059
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2.1
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%
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Pabrai Investment Fund 3, Ltd.
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344,473
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2.7
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%
|
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Pabrai Investment Fund IV, L.P.
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867,761
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6.8
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%
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Dalal Street, LLC
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400
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*
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Harina Kapoor
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1
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**
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*
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Mohnish Pabrai
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1,483,694
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**
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11.6
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%
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*
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Less than one-tenth of one percent.
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**
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Includes 1 share held by the IRA FBO Harina Kapoor.
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All percentages in this table are based on the approximately 12.8 million common shares of
Cryptologic Ltd. issued and outstanding as reported on a Form 6-K filed with the Securities and
Exchange Commission on November 16, 2007.
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(c)
Dalal Street and Mohnish Pabrai, in his capacity as chief executive officer of Dalal Street
have the shared power to vote or to direct the vote and the shared power to dispose
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CUSIP No. 228906103
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Page 10 of 13 pages
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or to direct the disposition of the shares set forth opposite the name of each of PIF2, PIF4 and
PIF3 in the table above. Dalal Street and Mohnish Pabrai disclaim beneficial ownership of any such
shares except to the extent of their pecuniary interest therein, if any. Harina Kapoor, in her
capacity as account holder, and Mohnish Pabrai, in his capacity as husband and advisor, have the
shared power to vote or to direct the vote and the shared power to dispose or to direct the
disposition of the shares held by the IRA FBO Harina Kapoor. Mohnish Pabrai disclaims beneficial
ownership of any such Common Shares held by the IRA FBO Harina Kapoor except to the extent of his
pecuniary interest therein, if any.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof, the reporting
person has ceased to be the beneficial owner of more than five percent of the class of
securities, check the following:
o
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not applicable.
Item 8. Identification and Classification of Members of the Group.
This Schedule 13G/A is being filed jointly pursuant to Rule 13d-1(k). As a result of the
relationships among the Reporting Persons described herein, some or all of the Reporting Persons
may be deemed to comprise a group within the meaning of Section 13 of the Act and the Rules
promulgated thereunder. However, the Reporting Persons deny such group status.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 228906103
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Page 11 of 13 pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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Dated: February 14, 2008
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THE PABRAI INVESTMENT FUND II, L.P.
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By: Dalal Street, LLC, Its General Partner
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By:
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/s/ Mohnish Pabrai
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Mohnish Pabrai, Chief Executive Officer
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PABRAI INVESTMENT FUND 3, LTD.
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By:
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/s/ Mohnish Pabrai
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Mohnish Pabrai, President
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THE PABRAI INVESTMENT FUND IV, L.P.
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By: Dalal Street, LLC, Its General Partner
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By:
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/s/ Mohnish Pabrai
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Mohnish Pabrai, Chief Executive Officer
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DALAL STREET, LLC
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By:
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/s/ Mohnish Pabrai
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Mohnish Pabrai, Chief Executive Officer
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/s/ Harina Kapoor
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Harina Kapoor
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/s/ Mohnish Pabrai
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Mohnish Pabrai
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CUSIP No. 228906103
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Page 12 of 13 pages
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EXHIBIT INDEX
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EXHIBIT
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DESCRIPTION
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EXHIBIT A
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JOINT REPORTING AGREEMENT
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CUSIP No. 228906103
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Page 13 of 13 pages
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EXHIBIT A
JOINT REPORTING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G/A filed on or
about this date with respect to the beneficial ownership of the
undersigned of shares of Cryptologic Ltd. is being filed on behalf of each of the parties named below.
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Dated: February 14, 2008
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THE PABRAI INVESTMENT FUND II, L.P.
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By: Dalal Street, LLC, Its General Partner
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By:
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/s/ Mohnish Pabrai
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Mohnish Pabrai, Chief Executive Officer
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PABRAI INVESTMENT FUND 3, LTD.
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By:
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/s/ Mohnish Pabrai
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Mohnish Pabrai, President
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THE PABRAI INVESTMENT FUND IV, L.P.
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By: Dalal Street, LLC, Its General Partner
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By:
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/s/ Mohnish Pabrai
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Mohnish Pabrai, Chief Executive Officer
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DALAL STREET, LLC
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By:
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/s/ Mohnish Pabrai
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Mohnish Pabrai, Chief Executive Officer
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/s/ Harina Kapoor
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Harina Kapoor
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/s/ Mohnish Pabrai
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Mohnish Pabrai
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