**Exhibit 10.2**

April 10, 2006

G.O.A.T., Inc.8105 Kephart LaneBerrien Springs, MI  49103
| Attention: |   | Muhammad Ali |
|------------|--------|--------------|
|       |   | President    |

 

Muhammad Ali and Yolanda E.Ali, TrusteesThe Muhammad Ali Family Trust8105 Kephart LaneBerrien Springs, MI  49103

Muhammad Ali and Yolanda E.Ali8105 Kephart LaneBerrien Springs, MI  49103

Dear Lonnie and Muhammad:

Thisagreement (the “Agreement”), when countersigned and delivered by Muhammad Ali (“Ali”)and Yolanda E. Ali, each individually and as Trustees of the Muhammad AliFamily Trust, dated October 22, 2002 (the “Trust”), which Trust is the soleshareholder of G.O.A.T, Inc., a Virginia corporation (“GOAT” and together withthe Trust, Ali and Yolanda E. Ali are collectively referred to herein as the “AliParties” and each an “Ali Party”), shall represent the binding agreement of theparties with respect to and sets forth the terms pursuant to which (i) GOATAcquisition, Inc. (“Acquisition Co.”), a Delaware corporation and wholly-ownedsubsidiary of CKX, Inc., a Delaware corporation (“CKX”), shall acquire 100% ofthe capital stock of GOAT from the Trust and (ii) G.O.A.T. LLC, a newly formedDelaware limited liability company and wholly-owned subsidiary of AcquisitionCo. (“GOAT LLC”), shall acquire certain assets, as more fully described below,from the Trust and GOAT.  As used hereinthe Ali Parties, CKX, Acquisition Co. and GOAT LLC are referred to collectivelyas the “Parties” and each may be referred to as a “Party.”

TheParties agree to expeditiously proceed with the good faith finalization andexecution of the “Amended and Restated Operating Agreement,” and “ContinuingGuaranty” (all as defined below) and any other documents necessary to fullyeffectuate the transactions contemplated hereby (collectively, the “DefinitiveAgreements”).  The Parties herebycovenant to take all further action necessary to complete the DefinitiveAgreements as expeditiously as possible and neither they nor their affiliates,successors or assigns, as the case may be, shall take any action to frustratetheir ability to comply with the terms hereof.

----

Capitalizedterms used herein and not otherwise defined shall have the meanings ascribed tothem in Schedule 6 of this Agreement and the exhibits and schedulesincorporated by reference therein.

**TRANSACTION**

Simultaneouslywith the execution and delivery of this Agreement, Acquisition Co. shallacquire from the Trust 100% of the issued and outstanding capital stock (the “Stock”)of GOAT, free and clear of all liens and encumbrances, in exchange for $11.3million (the “GOAT Acquisition”).

Immediatelyafter the consummation of the GOAT Acquisition, GOAT LLC shall acquire certainassets (the “Acquired Assets”) from the Trust as follows: (i) in exchange formembership interests representing 20% of the outstanding membership interestsin GOAT LLC, it shall acquire from the Trust all trademarks, trade names andthe good will associated therewith described on Schedule 1 and (ii) inconsideration of a payment of $38.7 million in cash GOAT LLC shall acquire fromthe Trust all of the other Acquired Assets (collectively, the “TrustAcquisition”) as set forth on Schedule 2 plus the agreement of Ali to renderthe services set forth in Schedule 3 and which $38.7 million represents thefair market value of such assets and services. The initial capital accountbalances of the Trust, Acquisition Co. and GOAT in GOAT LLC shall be $12.5million, $38.7 million and $11.3 million, respectively.  For the avoidance of doubt, the AcquiredAssets shall not include any of the assets listed or described on Schedule 4attached hereto (the “Excluded Assets”).

Immediatelyprior to the Trust Acquisition and as a condition thereof, Acquisition Co.shall cause GOAT to transfer all of its assets to GOAT LLC, and Acquisition Co.shall transfer $38.7 million of cash to GOAT LLC.  Notwithstanding the foregoing, if any assets(including contracts, insurance policies or benefit plans) are not capable ofbeing transferred to GOAT LLC without the prior consent of a third party or anamendment to an existing agreement, which consent or amendment has not beenobtained prior to the date hereof, Acquisition Co. shall cause GOAT to transferthe economic benefits of such assets to GOAT LLC and GOAT LLC shall thereafterreimburse GOAT for the all expenses associated with such assets until such timeas the consents to transfer are obtained. The parties intend that GOAT will remain in existence indefinitely, butin any event CKX agrees that, until the earlier of (i) obtaining all of therequisite third party consents or (ii) the expirations of the contracts forwhich such consents are required in accordance with their terms, it shall notcause GOAT to be dissolved. The parties agree to use their commerciallyreasonable best efforts to obtain such consents immediately after the datehereof provided that no Party shall be in breach of this Agreement if suchconsents are not obtained after the use of commercially reasonable efforts.

1

----

Inaddition, as further consideration for the transfer of trademarks, trade namesand goodwill associated therewith, the Trust shall acquire from GOAT LLCwithout payment of additional consideration an additional 5% membershipinterest in GOAT LLC ( the “Trust Membership Increase”) thereby increasing theTrust’s membership interest to 25% effective as of the end of the calendar year(the “Membership Increase Date”) in which the total compound internal rate ofreturn to Acquisition Co. and GOAT Inc. (and their respective successors andassigns) on their combined initial capital account balance of $50 million fromthe “net income” (as calculated on an accrual basis in accordance withgenerally accepted accounting principles (“GAAP”) applied on a consistent basisby GOAT LLC from period to period) allocable to them (and their respectivesuccessors and assigns) from GOAT LLC shall equal or exceed (i) 30% on acumulative basis during the five (5) year period beginning on the date hereofor (ii) 25% on a cumulative basis for any period commencing on the date hereofand ending at any time after the fifth anniversary hereof.  The increase in the Trust membership interestshall include the transfer to the Trust of 5% of the combined positive capitalaccount balances of Acquisition Co. and GOAT (or their respective successorsand assigns) in GOAT LLC as of the Membership Increase Date (such transfer ofpositive capital account balances to be borne by them in the ratio in whichtheir percentage interests bear to each other). For purposes of calculating the above referenced internal rate of returnannual compounding shall be used.

**REPRESENTATIONSAND WARRANTIES**

TheAli Parties, jointly and severally, hereby make the representations andwarranties to CKX and Acquisition Co. set forth on Exhibit 1 attachedhereto, which are incorporated herein by reference.

CKX,Acquisition Co. and GOAT LLC, jointly and severally, hereby make therepresentations and warranties to the Ali Parties set forth on Exhibit 2attached hereto, which are incorporated herein by reference.

**ALIMEMORABILIA**

Subjectto the terms hereof, the Ali Parties shall from time to time permit GOAT LLC touse, during the “Term of GOAT LLC” (as defined below), free of charge, certainof the Ali Memorabilia (as defined below) in any reasonable way in connectionwith the operations of GOAT LLC, provided the Trust shall have the right toapprove, in its sole and absolute discretion, (i) whether to permit such use,(ii) the specific items of Ali Memorabilia to be used,(iii) the nature, extentand duration of such use and (iv) the packing, unpacking, shipping, labelingand identification of any of the Ali Memorabilia.  Notwithstanding the approval rights describedabove and except as set forth below with respect to the Center (as defined below),the Ali Parties shall not transfer the Ali Memorabilia to any third 

2

----

partyother than Ali, Yolanda E. Ali, a lineal descendant of Ali or Yolanda E. Ali,or a trust for the benefit of one or more of Yolanda E. Ali and such linealdescendants (collectively, an “AM Permitted Transferee”)****withoutfirst offering such item or items of Ali Memorabilia to GOAT LLC on the sameterms and conditions upon which such transfer was to be made to such thirdparty (which offer GOAT LLC shall have ten (10) business days to accept orreject) and if any item of Ali Memorabilia is transferred to an AM PermittedTransferee, such transfer shall be subject to GOAT LLC’s continuing right offirst refusal upon a further transfer other than to an AM Permitted Transferee.Other than these restrictions, nothing herein shall in any way diminish therights of ownership enjoyed by the Trust in such Ali Memorabilia.

Atall times while GOAT LLC (or any third party to whom GOAT LLC, directly orindirectly, delivers possession of any of the Ali Memorabilia) is in possessionof such Ali Memorabilia: (i) at no expense to the Trust, GOAT LLC will use itscommercially reasonable efforts to preserve, maintain, repair, store, catalogand insure any such Ali Memorabilia now, or hereafter in the possession of GOATLLC (or any third party), including, without limitation, all memorabilia andcollectibles, in each case, in a manner consistent with, and no less favorablethan, the past practices of the Ali Parties, (ii) GOAT LLC shall neither causeto exist nor permit a creditor of GOAT LLC or any of its affiliates to have anysecurity interest, lien or other encumbrance in or on any of the AliMemorabilia, (iii) during the Term of GOAT LLC, GOAT LLC shall obtain andmaintain insurance issued by an insurance company reasonably satisfactory to theTrust sufficient to protect against any theft, loss, destruction, damage orother casualty of or to any of the Ali Memorabilia and such policies will namethe Trust or the applicable AM Permitted Transferee as their interests mayappear as the only named insured(s), and the policy limits shall be in anamount not less than the fair market value of such Ali Memorabilia, and (iv)GOAT LLC shall be responsible for, at its sole cost and expense, the packing,unpacking, shipping (to/from the Trust or an AM Permitted Transferee, asapplicable) and displaying of any of the Ali Memorabilia.  The Trust or the AM Permitted Transferee, asapplicable, shall be entitled to receive any and all insurance proceeds payablein connection with any such theft loss, destruction, damage or other casualtyof or to any of the Ali Memorabilia. GOAT LLC hereby authorizes (and willobligate any such third party to authorize) the Trust or an AM PermittedTransferee to file UCC Financing Statements with any governmental authority or agencyand to take other actions that the Trust or an AM Permitted Transferee believesare necessary or advisable to evidence that the legal and beneficial ownershipof the Ali Memorabilia remains with the Trust or an AM Permitted Transferee, asapplicable, notwithstanding GOAT LLC’s or any other third party’s physicalpossession thereof.

GOATLLC acknowledges and agrees that its rights to use any of the Ali Memorabiliaas set forth herein is subject and subordinate to the existing writtenagreement between Ali and/or the Trust and the Muhammad Ali Museum and 

3

----

EducationCenter (the “Center”).  Furthermore, GOATLLC acknowledges that it is the current intention of the Ali Parties totransfer ownership of the Ali Memorabilia to the Center at a future date andagrees that the Ali Parties retain all rights necessary to do so.  The Ali Parties acknowledge and agree that ifsuch transfer shall occur, it shall be subject to the terms hereof andconditioned upon an irrevocable direction to the Center that it never sell theAli Memorabilia and that, in the event the Center should cease operations, theonly entity to which it may ever transfer the Ali Memorabilia is theSmithsonian Institution.  “AliMemorabilia” as used herein shall mean any of the tangible personal propertyowned by any of the Trust or an AM Permitted Transferee related to the name,initials, image, voice, signature, likeness, photograph or legacy of Ali butshall exclude property which Ali or any member of his immediate familygenerally uses or maintains for the benefit of Ali’s immediate family andgrandchildren such as clothing, furniture, household items, appliances,equipment, china, silverware, crystal, glassware, family heirlooms, documentsand a reasonable quantity of signed memorabilia created for non-commercialfamily use (the latter being “Ali Personal Property”).

**OPERATING AGREEMENT**

Simultaneouslywith, and as a condition to, the Trust Acquisition, the Operating Agreement ofGOAT LLC (the “Operating Agreement”), a copy of which is attached hereto asSchedule 5, shall be deemed to be amended to incorporate the terms set forth onSchedule 6 (the “Agreed Upon Terms”).  Itis agreed and acknowledged that the Operating Agreement cannot be furtheramended by CKX or Acquisition Co. without the prior written consent of theTrust, which consent may be withheld or conditioned in the sole and absolutediscretion of the Trust, and that the Agreed Upon Terms set forth in Schedule 6shall be deemed to be immediately incorporated by reference into the OperatingAgreement pending negotiation and execution of an amended and restatedOperating Agreement (the “Amended and Restated Operating Agreement”).  Other than for non-substantive changes, theAgreed Upon Terms shall be incorporated verbatim into the Amended and RestatedOperating Agreement unless CKX and the Trust agree otherwise.  The Amended and Restated Operating Agreementshall have such other terms and provisions as are standard for a Delawarelimited liability company formed for the purpose of being a joint venturebetween two parties.  It is acknowledgedand agreed by the Parties (i) that Acquisition Co. and GOAT, once GOAT hasbeen acquired by Acquisition Co., will both be members of GOAT LLC and togetherreflect the interests of CKX, (ii) that GOAT will be a nonvoting member ofGOAT LLC, and (iii) that provisions in this Agreement applicable toAcquisition Co. as a member of GOAT LLC shall be deemed to include and apply toGOAT as a member of GOAT LLC.  Accordingly,references in this Agreement (including but not limited to the Agreed UponProvisions for inclusion in the operating agreement of GOAT LLC set forth inSchedule 6 to this Agreement) to “two parties” or to the “other party” to theoperating agreement of GOAT LLC, for purposes of voting, 

4

----

consents,approvals and the like shall mean Acquisition Co. on the one hand and the AliTrust on the other hand.

Forthe avoidance of doubt, all references in this agreement and the schedules andexhibits attached hereto to Ali’s name, shall mean his current name, any namehe may use or be known as in the future and any name which he has used prior tothe date hereof.

**LEASE**

Immediatelyprior to entering into this Agreement, GOAT has entered into a lease agreement(the “Lease”) with the Yolanda E. Ali Trust of the office building in BerrienSprings, Michigan, which GOAT has been occupying as its executive offices.  The Lease will be assigned to GOAT LLC by theexecution of this Agreement by the Parties.

**CONTINUINGGUARANTY**

CKXshall enter into a written continuing guaranty pursuant to which it willguaranty, on an unsecured basis, all of the obligations of GOAT LLC to theTrust, Ali and/or Yolanda E. Ali under the Amended and Restated OperatingAgreement or the Lease, dated April 10, 2006 by and between GOAT and Yolanda E.Ali Family Trust, dated October 22, 2002 (the “Yolanda E. Ali Trust”) (the “ContinuingGuaranty”).  Such Continuing Guarantyshall have standard surety-ship and guarantor waiver provisions and such otherprovisions that are typically found in guaranties provided to commerciallenders.

**ACQUISITIONOF RELATED ASSETS**

Anyacquisition by CKX or any Affiliate of CKX, including, without limitation,Acquisition Co. and GOAT LLC, of any and all tangible or intangible propertyrelating, directly or indirectly, to Ali, including, without limitation, hispersonal or professional career or activities, or his opponents, or otherwiseintended to complement or showcase the assets, Intellectual Property, includingwithout limitation, the trademarks or rights of publicity relating to Ali,shall be purchased by or on behalf of GOAT LLC and shall become the property ofGOAT LLC.

**PUBLICDISCLOSURE**

Theparties hereby agree and acknowledge that CKX is a publicly traded company andwill be required to disclose the material terms and conditions of thisAgreement.  Attached hereto as Schedule19 is a press release which CKX shall be permitted to publicly disclose.  It is hereby further acknowledged that CKXmay, in the future, be required as part of its public reporting responsibilitiesto publicly 

5

----

filewith the Securities and Exchange Commission certain financial and operatinginformation with respect to GOAT and/or GOAT LLC; provided, however, CKX shalluse all reasonable commercial efforts to limit the amount and type of publicdisclosure of such financial and operating information.

**MUHAMMADALI ACKNOWLEDGMENT**

MuhammadAli hereby acknowledges that (i) he has assigned or originally registered inthe name of the Trust certain rights and properties as described on Schedules 1and 2 attached hereto to the Trust (the “Transferred Rights”); (ii) as thegrantor under the Trust and given the revocable nature of the Trust, he is soleand direct beneficiary of the consideration to be paid pursuant to the terms ofthis Agreement; (iii) he has not retained or previously authorized or licensedto a third party (other than through (a) the GOAT License Agreements (asdefined herein) and (b) the Other Assumed Contracts including, but not limitedto the Subsisting Agreements) the Transferred Rights or any rights similar tothe Transferred Rights; (iv) from and after the date hereof, he will not, andwill not authorize any other party to use, license or do anything commercialwith his “celebrity” (including his name, initials, image, voice, signature,biography, likeness, picture or photography)******exceptfor the benefit of and with the written consent of GOAT LLC (includingautograph signings, personal appearances and licenses (provided that thereshall be no prohibition or requirement of approval on his using his “celebrity”for non-competitive activities and appearances as set forth in paragraph 25 ofthe Agreed Upon Terms of the Operating Agreement and for charitable andnon-profit endeavors which do not conflict with the business of GOAT LLC nowexisting or hereinafter entered into and there shall be no restriction on thereimbursement to him for his actual travel and related expenses incurred inassociation therewith); (v) he will comply with the terms and conditionsof all currently existing agreements of the Trust and GOAT which require hispersonal services but shall not otherwise be required to perform any servicesor make any appearances; (vi) any permitted personal (*i.e.*non-commercial) use of his name shall not at any time and in any matterdisparage or otherwise harm the goodwill or reputation of GOAT LLC or any ofits affiliates and (vii) GOAT LLC intends to produce a comprehensiveaudio/visual anthology documenting his life and career and that he willreasonably cooperate with such production including, for no additionalremuneration, providing on camera appearances and interviews (only to theextent that he is generally making on camera appearances or granting interviewsat the time that he is requested to do so in connection herewith provided hishealth permits such activity) and to the extent he has the right to do so,providing access and the right to use family photographs, documents, films,videos and/or audio recordings all as reasonably necessary to produce suchproject and for no additional consideration provided however that suchcooperation shall be provided at times and locations and for durationsreasonably convenient for him and shall be reasonable in scope and duration(both as to individual sessions and overall) and provided further he 

6

----

shallhave the right to approve or disapprove of the inclusion of any contemporaryappearances on camera or live interviews in which he appears, such approval notto be unreasonably withheld.  CKX,Acquisition Co. and GOAT LLC acknowledge and agree that Ali’s failure to complywith any of the terms of this Section as a result of his illness, disability ordeath shall not be a default under or breach of this Agreement.

**YOLANDAE. ALI ACKNOWLEDGMENT**

YolandaE. Ali hereby acknowledges that (i) she is the spouse of Muhammad Ali; (ii) sheunderstands the transactions contemplated herein and the effect on any rightsthat she may have in any of the assets or properties which are the subjectmatter hereof; (iii) following the date hereof, she will have no continuingrights in any of the assets or properties (excluding the Ali Memorabilia andAli Personal Property) which are the subject matter hereof, and (iv) she willnot nor will she support others in any dispute as to the validity of thetransactions contemplated hereby; provided, however, that this provision shallnot be construed to prohibit her exercising or supporting the exercise of anyright or enforcement of any obligations contemplated in this Agreement, theAmended and Restated Operating Agreement, the Lease or any other agreementcontemplated hereby or entered into in connection herewith; (iv) GOAT LLCintends to produce a comprehensive audio/visual anthology documenting the lifeand career of Muhammad Ali and that she will, as long as she is Ali’s spouse(provided that he is living), reasonably cooperate with such productionincluding providing on camera interviews and to the extent she has the right todo so, providing access and, to the extent she has the right to do so,providing access and the right to use family photographs, documents, films,videos and/or audio recordings all as reasonably necessary to produce suchproject and for no additional remuneration, provided however that suchcooperation shall be provided at times and locations and for durationsreasonably convenient for her and shall be reasonable in scope and duration(both as to individual sessions and overall) and provided further she shallhave the right to approve or disapprove of the inclusion of any portion of theanthology in which she appears or is otherwise portrayed, discussed orcharacterized, such approval not to be unreasonably withheld, and (v) she asLessor consents to the transfer of the Lease to GOAT LLC as trustee of theYolanda E. Ali Trust.  CKX, AcquisitionCo. and GOAT LLC acknowledge and agree that Yolanda E. Ali’s failure to complywith any of the personal service terms of this Section as a result of herillness, disability or death shall not be a default under or breach of thisAgreement.

**EMPLOYEEPENSION PLAN**

Schedule 20 setsforth each employee benefit plan, program, arrangement or agreement, whetherformal or informal, whether in writing or not, to which GOAT is a party, withrespect to which GOAT has any obligation or which is maintained, 

7

----

contributed to orsponsored by GOAT for the benefit of any current or former employee, officer ordirector of GOAT (the “Benefit Plan(s)”). Each Benefit Plan is now and always has been operated in all materialrespects in accordance with the requirements of all applicable law.  No legal action, suit or claim is pending orthreatened with respect to any Benefit Plan (other than claims for benefits inthe ordinary course) and no fact or event exists that could give rise to any suchaction, suit or claim.  No Benefit Planprovides for the payment of separation, severance, and termination orsimilar-type benefits to any person or obligates GOAT to pay separation,severance, termination or similar-type benefits solely as a result of anytransaction contemplated by this Agreement or as a result of a “change incontrol” of GOAT.  Each Benefit Planwhich is intended to be qualified under Section 401(a) or 401(k) of the Codehas received a favorable determination letter from the Internal Revenue Service(“IRS”) after 1985 that it is so qualified and each trust established inconnection with any Benefit Plan which is intended to be exempt from Federalincome taxation under Section 501(a) of the Code has received a determinationletter from the IRS that it is so exempt, and no fact or event has occurredsince the date of such determination letter from the IRS that is reasonablylikely to result in revocation of that determination letter.  All contributions, premiums or paymentsrequired to be made with respect to any Benefit Plan have been made on orbefore their due dates.  All suchcontributions have been fully deducted for income tax purposes and no suchdeduction has been challenged or disallowed by any government entity and nofact or event exists which could give rise to any such challenge ordisallowance.  As soon after the Closingas is practicable, CKX will cause GOAT to terminate the G.O.A.T., Inc. DefinedBenefit Pension Plan (the “Plan”) in a standard termination under Section4041(b) of ERISA and obtain all applicable government approvals for suchtermination.  If the amount of assetsnecessary to pay all benefits due under the Plan would otherwise exceed thevalue of the assets of the Plan by more than $50,000 on the date such assetswould be distributed on account of Plan termination, then, prior to suchdistribution, the Ali Parties will transfer to CKX the amount of the Plandeficiency reduced by $50,000 and CKX will transfer to the Plan the full amountof the deficiency.  If the amount ofassets necessary to pay all benefits due under the Plan would otherwise exceedthe value of the assets of the Plan by $50,000 or less on the date such assetswould be distributed on account of Plan termination, then, prior to suchdistribution, CKX will transfer to the Plan the full amount of the deficiencywithout any reimbursement from the Ali Parties. As of the date hereof, GOAT has issued the required notice to “freeze”participation, eligibility and benefit accruals under the Pension Plan.

**CLOSINGDELIVERIES**

Simultaneouslywith the execution and delivery of this Agreement, and the payment byAcquisition Co. and GOAT LLC of the consideration set forth above which shallbe paid in immediately available funds pursuant to the wire transfer 

8

----

instructionsdescribed on Schedule 21 attached hereto, the following shall be delivered toCKX:

1.                                       StockCertificates representing 100% of the issued and outstanding capital stock ofGOAT, fully paid and non-assessable.

2.                                       The minutebooks of GOAT.

3.                                       An Assignmentand Assumption Agreement, in the form attached hereto as Schedule 22,evidencing the transfer of the trademarks and domain names.

4.                                       An Assignmentand Assumption Agreement in the form attached hereto as Schedule 23, evidencingthe transfer of the rights of publicity of Ali.

5.                                       An Assignmentand Assumption Agreement in the form attached hereto as Schedule 24, evidencingthe transfer of all copyrights owned by the Trust.

6.                                       Legal opinionsfrom the law firms of Mitchell Silberberg & Knupp LLP and Michie, Hamlett,Lowry, Rasmussen & Tweel, P.C., each in the form attached heretorespectively as Schedules 25 and 26.

7.                                       The resignationof Ali and Yolanda E. Ali as officers, directors and employees of GOAT.

8.                                       A Lease, as ofthe date hereof, between the Yolanda E. Ali Trust and GOAT.

9.                                       A Certificationof Trust under California Probate Code Section 18100.5, if on or prior to thedate hereof the Trust has been amended.

10.                                 Generalassignment and assumption agreement of contracts and agreements from the Trustor Ali, as necessary, to GOAT LLC in the form of Schedule 27.

11.                                 Evidencereasonably satisfactory to CKX (which evidence need not be written) of thecapacity to contract of Ali.

Simultaneouslywith the execution and delivery of this Agreement, CKX is delivering to theTrust the following:

1.                                       The cashconsideration.

 

9

----

2.                                       Good standingcertificates of the Secretary of State of Delaware for CKX, Acquisition Co. andGOAT LLC, dated April 3, 2006.

3.                                       A certificatefrom the Secretary of CKX and Acquisition Co., certifying that the Board ofDirectors of CKX and Acquisition Co. have authorized all of the transactionscontemplated by this Agreement to be performed by CKX and Acquisition Co.,respectively.

4.                                       A copy of thefiled Certificate of Formation of GOAT LLC certified by the Delaware Secretaryof State.

5.                                       Evidence ofcontribution of the Assets from GOAT to GOAT LLC.

6.                                       Confirmation ofthe Trust’s membership interest and capital account in GOAT LLC.

**POST-CLOSINGRETURNS OF GOAT**

Followingthe closing of the transactions contemplated herein, the Trust shall prepareand CKX shall cause to be filed all Federal, state and local informational taxreturns of GOAT for all periods ending on or prior to the closing date hereof,and the Trust shall make all tax payments with respect to such tax returns.

**INDEMNIFICATIONS**

Therepresentations and warranties of the parties contained herein shall survivethe closing for a period of twenty-four (24) months from the date hereofprovided that the representations and warranties with respect to (i) dueauthorization of the Parties to enter into this Agreement and to perform theirrespective obligations hereunder, (ii) tax indemnifications described below and(iii) title to the Acquired Assets, the assets of GOAT and the Stock (the “TitleRepresentation and Warranty”) shall survive until sixty months from the datehereof.

Aliand the Trust (including any Ali Permitted Transferee, collectively the “AliIndemnifying Parties” ) hereby, jointly and severally, indemnify CKX,Acquisition Co. and GOAT LLC for any damages or losses that any of them suffer,including, without limitation, reasonable attorneys fees and related costs andexpenses, in connection with or as a result of all breaches of theirrepresentations, warranties and covenants, as contained herein, and for anyincome taxes owed by GOAT for periods prior to the date hereof (the “GOAT TaxIndemnity”).  Notwithstanding any of theforgoing, Ali Indemnifying Parties shall not be required to pay to CKX anyamounts under this provision until such amounts exceed $500,000 in theaggregate and thereafter.  The AliIndemnifying Parties shall only be required to pay such amount over and above$500,000; provided, however, the maximum 

10

----

liabilityof the Ali Indemnifying Parties shall not exceed $12 million except for (i) theGOAT Tax Indemnity for which there shall be no limit, (ii) the TitleRepresentation and Warranty for which the maximum aggregate liability shall be$50 million less any amounts already paid by the Ali Indemnifying Parties forindemnification claims other than amounts for the GOAT Tax Indemnity and (iii)the ERISA representations, warranties and covenants for which the AliIndemnifying Parties shall be liable as set forth herein.  If CKX shall assert any claim based upon thisindemnification, the Ali Indemnifying Parties shall have a reasonableopportunity to investigate and dispute such claim.

Yolanda E. Ali shall bejointly, but not severally, liable for all of the indemnifications madehereunder by any of the Ali Parties, provided, however, that any such liability(i) shall not exceed, in the aggregate, the lesser of (A) the limitations setforth in the preceding paragraph, and (B) the amount actual distributions ofthe proceeds of this transaction that she receives from the Trust, anysuccessor to the Trust or Transferee LLC, (ii) with respect to anyparticular claim, shall be limited to the amount determined by multiplying thetotal liability under such claim by the ratio that (X) the amount actualdistributions of the proceeds of this transaction that she receives from theTrust any successor to the Trust or Transferee LLC bears to (Y) $50 Million;and (iii) shall only arise if the Claiming Party first pursues its remediesagainst Ali, the Trust or any successor to the Trust.

CKXand Acquisition Co., jointly and severally, hereby indemnify the Ali Partiesfor any damages or losses that any of them suffer, including, withoutlimitation, reasonable attorneys fees and related costs, in connection with oras a result of all breaches of their representations, warranties and covenantscontained herein.  CKX and AcquisitionCo. shall be, jointly and severally, liable for any sales, use, transfer orstamp tax due as a result of the GOAT Acquisition or the Trust Acquisition, andthey shall indemnify and hold the Trust and Ali harmless from any such tax.  If any of the Ali Parties shall assert anyclaim based upon this indemnification, they shall be treated as having assertedsuch claim on behalf of all of the Ali Parties and CKX and Acquisition Co.shall have a reasonable opportunity to investigate and dispute such claim.

Exceptas otherwise set forth herein, if any third-party claim (“Third Party Claim”)is made by or against a Party (the “Claiming Party”) which, if sustained, wouldgive rise to a liability of the other Party or Parties hereunder (collectively,the “Indemnifying Party”), that Claiming Party will promptly cause writtennotice of the claim to be delivered to the Indemnifying Party and will affordthe Indemnifying Party and its counsel (who must be reasonably acceptable tothe Claiming Party), at the Indemnifying Party’s sole expense, the opportunityto defend or settle the Third Party Claim. Any notice of a Third Party Claim will state, with reasonablespecification, the alleged basis for the claim and the amount of liability assertedby 

11

----

oragainst the Claiming Party or Claiming Parties by reason of the Third PartyClaim.  If such notice is not given, itwill not release the Indemnifying Party, in whole or in part, from itsobligations under this Indemnification Section, except to the extent that theIndemnifying Party’s ability to defend against such Third Party Claim isactually prejudiced thereby. Alternatively, if notice is given and theIndemnifying Party fails to assume the defense of such claim within twenty (20)days after receipt thereof with counsel reasonably satisfactory to the ClaimingParty, the Third Party Claim may be defended, compromised or settled by theClaiming Party without the consent of the Indemnifying Party and theIndemnifying Party will remain liable under this Indemnification Section.  The Claiming Party will fully cooperate withcounsel for the Indemnifying Party.  TheIndemnifying Party will cause its counsel to consult with the Claiming Party,as appropriate, as to the defense of such claim, and the Claiming Party may, atits own expense, participate in such defense, assistance or enforcement, butthe Indemnifying Party will control such defense, assistance orenforcement.  Notwithstanding theforegoing, if a Third Party Claim is brought with respect to a GOAT TaxIndemnity or Title Representation and Warranty, the Ali Indemnifying Partiesshall not be entitled to settle or otherwise dispose of such claim to theextent such settlement or disposition would or could in the future prejudiceCKX, Acquisition Co. or GOAT LLC.

Theamount of any indemnification under this Agreement will be net of (i) anyamounts actually recovered by the Claiming Party from any third party(including insurance proceeds paid to the Claiming Party) as a result of thefacts or circumstances giving rise to the damages or losses (as adjusted forany increased insurance premiums resulting from the tender of the claim to theinsurance carrier) and (ii) any tax benefits or tax losses that are actuallyrealized by the Claiming Party as a result of the incurrence of damages orlosses from which indemnification is sought. The Claiming Party will be obligated to submit to its insurance carrierall coverable claims and pursue such claims against its insurance carrier ingood faith, and will not abandon or compromise any such claim without theconsent of the Indemnifying Party, which consent will not be unreasonablywithheld.

INNO EVENT SHALL THE INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT FORCONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES OR LOSTPROFITS SUFFERED BY A CLAIMING PARTY, WHETHER BASED ON STATUTE, CONTRACT, TORTOR OTHERWISE, AND WHETHER OR NOT ARISING FROM THE INDEMNIFYING PARTY’S SOLE,JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT BE IN EXCESS OF$18 MILLION.  THIS LIMITATION SHALL BECUMULATIVE TO THE LIMITATIONS SET FORTH ABOVE AND NOT IN ADDITION TO SUCHLIMITATIONS.

12

----

Exceptfor equitable relief as provided in this Agreement and except for claimsarising out of the Amended and Restated Operating Agreement after it is enteredinto or the Lease, the indemnification provided in this Indemnification Sectionshall be the sole and exclusive remedy of the Parties with respect to any andall claims relating to the subject matter of this Agreement and no Party shallpursue or seek to pursue any other remedy, except for claims based upon willfulmisconduct or fraud.  For the avoidanceof doubt CKX, Acquisition Co. and GOAT LLC acknowledge and agree that none ofthem shall have (and they hereby waive) the right to bring any action, cause ofaction or claim against Ali or Yolanda E. Ali as a result of or in connectionwith their being or having been an officer, director, employee, agent and/orrepresentative of GOAT.  Similarly, Aliand Yolanda E Ali hereby waive and release any claim that either of them mayhave with respect to either of them being an employee of GOAT.

**FINALIZATIONOF DEFINITIVE AGREEMENTS**

AllParties agree to cooperate promptly and negotiate in good faith in thepreparation of the Definitive Agreements and all other documents to effect thistransaction.  If the Parties fail toagree on the terms and provisions of any of the Definitive Agreements which hasnot been resolved within thirty (30) days from the date hereof, such disputeshall be resolved by arbitration in New York City in accordance with the Rulesfor Commercial Arbitration of the American Arbitration’s Association, asmodified by the provisions of this Section, before a panel of three (3)arbitrators, one appointed by CKX, one appointed by the Trust, and the thirdappointed by said association (collectively, the “Arbitrators”). All sucharbitrators shall be either retired Federal judges or retired judges of theState Supreme Court of New York. Any of the Definitive Agreements for which theParties have reached agreement shall not be subject to arbitration and theParties which are parties to such agreements shall promptly execute and deliversaid Definitive Agreements after the Parties have reached agreement withrespect thereto. With respect to each such Definitive Agreement for which theParties have disputes (each a “Disputed Agreement”), CKX, on the one hand, andthe Trust, on the other hand, shall submit to the Arbitrators (i) its (orher) respective form of the Disputed Agreement, which in the case of theAmended and Restated Operating Agreement must contain verbatim the Agreed 

13

----

UponTerms ( other than non-substantive changes to necessary to effectuate the termsof the Amended and Restated Operating Agreement), and with respect to theContinuing Guaranty must be consistent with the “Continuing Guaranty” Sectionabove, (ii) this Agreement and (iii) such other evidence such party deemsrelevant.  The Arbitrators must selectprovisions from either CKX’s version of the Disputed Agreement or the Trustversion of the Disputed Agreement and the provisions selected by a majority ofthe Arbitrators shall be deemed to be the Definitive Agreement for all purposeshereunder; provided however, in the case of the Disputed Agreement which is theAmended and Restated Operating Agreement, it must contain verbatim the AgreedUpon Terms (other than non-substantive changes to necessary to effectuate theterms of the Amended and Restated Operating Agreement and other than provisionsrequiring amendment to reflect that GOAT, once it has been acquired by theAcquisition Co., will be a nonvoting member of the GOAT LLC), and with respectto the Continuing Guaranty must be consistent with the “Continuing Guaranty”Section above as applicable.  TheArbitrators shall make their decision based exclusively on which of the twoversions provision of the Disputed Agreement is most closely consistent withthe terms of this Agreement.  Thedecision and judgment or order may be entered thereon by any court of competentjurisdiction, that decision and judgment or order shall include specificperformance of the Definitive Agreement which was the subject of thearbitration.  The service of any notice,process, motion or other document in connection with any arbitration under thisAgreement or the enforcement of any arbitration award hereunder shall beeffectuated by personal service upon a Party. Notwithstanding the provisions of this Paragraph but consistent with thechoice of law and venue provisions below, any Party may apply to any court ofcompetent jurisdiction for injunctive relief and other interim measures toprevent or stop irreparable harm to such Party’s rights or property during thependency of any arbitration proceeding. The foregoing arbitration provision shall not be interpreted as a waiverof any of the Ali Parties’ rights under federal or applicable state securitieslaws.

Unlessextended by mutual written agreement, within thirty (30) days of the datehereof, the parties shall negotiate in good faith the execution and delivery ofthe Definitive Agreements. Failure to execute said agreements within this timeshall not affect the binding nature of this Agreement.

**BOOKSAND RECORDS OF GOAT**

CKX,Acquisition Co. and GOAT LLC shall provide (or caused to be provided) to Aliand the Trust reasonable access (with the right to make copies) to the booksand records of GOAT (the “GOAT Books and Records”) during normal business hoursand upon reasonable notice.  If CKX,Acquisition Co. or GOAT LLC at any time decide to destroy or otherwise disposeof any of the GOAT Books and Records, they shall first notify Ali and theTrust, and Ali and the Trust shall have thirty (30) days from the date ofreceipt of such notice to inform CKX, Acquisition Co. and GOAT of Ali’s and theTrust’s election to obtain such GOAT Books and Records.  Ali and the Trust shall have the right toretrieve from CKX, Acquisition Co. and GOAT such GOAT Books and Records withinthirty (30) days after the date of their election.

**EXPENSES**

Exceptas expressly provided herein to the contrary, all expenses incurred by the AliParties in connection with the negotiation and drafting of this Agreement and 

14

----

thetransactions contemplated hereby, including, without limitation, legal andaccounting fees, and appraisals, shall be paid by the Trust; provided however,the Trust shall not be responsible for any expenses incurred by GOAT after theconsummation of the GOAT Acquisition. All expenses incurred by CKX, Acquisition Co. or GOAT LLC in connectionwith the negotiation and drafting of this Agreement, due diligence activitiesregarding GOAT or the Trust, and the transactions contemplated hereby,including, without limitation, legal and accounting fees, and appraisals, shallbe borne by CKX and Acquisition Co., but not GOAT LLC.  In addition any expenses incurred by GOATafter the consummation of the GOAT Acquisition shall be the responsibility ofGOAT LLC.

**MISCELLANEOUS**

Fromand after the date hereof, no Party will, or will authorize any other party to,do anything contrary to the terms and spirit of this Agreement and thetransactions contemplated hereby.

Unlessotherwise expressly provided herein, all of the provisions of this Agreementshall survive the consummation of the GOAT Acquisition and the Trust Acquisition.

Aliand the Trust shall, jointly and severally, indemnify and hold harmless CKX,Acquisition Co. and GOAT LLC from any broker’s or finder’s fees and othercompensation due any party acting on behalf of any of the Ali Parties prior tothe GOAT Acquisition and the Trust Acquisition as a result of this Agreementbeing entered into or the transactions contemplated hereby.  CKX and Acquisition Co. shall jointly andseverally, indemnify and hold harmless Ali, Yolanda E. Ali and the Trust fromany broker’s or finder’s fees and other compensation due any party acting onbehalf of CKX, Acquisition Co. or GOAT LLC as a result of this Agreement beingentered into or the transactions contemplated hereby.

Asused herein the term “Trust” refers to the Muhammad Ali Family Trust, datedOctober 22, 2002 as it may be amended from time to time and any trusts whichmay be created from time to time thereunder.

Themeaning of any terms defined herein shall apply to the Exhibits and Schedulesattached hereto and the meaning of any terms defined in the Exhibit andSchedules attached hereto shall apply to this Agreement.

Allnotices and other communications given or made pursuant hereto shall be inwriting and shall be deemed to have been duly given or made (i) as of the datedelivered if delivered personally or (ii) three (3) days after being mailed ifmailed by registered or certified U.S. mail (postage prepaid, return receiptrequested) to the Parties at the addresses set forth above or below withrespect to CKX, Acquisition Co. and GOAT LLC (or at such other address for aParty as shall be specified by 

15

----

likenotice, except that notices of changes of address shall be effective uponreceipt).  CKX, Inc., 650 Madison Avenue,16th Floor, New York, New York 10022 Attention: Legal Department.

TheParties acknowledge and agree that damages for violations of any provision ofthis Agreement are speculative and difficult to determine; a remedy at law willbe inadequate by its nature, such violation will result in loss to thenon-breaching Party that will be irreparable, and notwithstanding thenon-breaching Party’s or Parties’ election to seek damages from the breachingParty or Parties, the non-breaching Party or Parties shall be entitled tospecific performance, temporary restraining orders and preliminary andpermanent injunctive relief.

Inthe event any suit or arbitration proceeding (other than an arbitrationproceeding with respect to the finalization of Definitive Agreements ascontemplated hereunder) is brought by any Party to enforce the terms of thisAgreement, the prevailing party shall be entitled to the payment of itsreasonable attorneys fees and costs, as determined by the judge of the Court orarbitrators.

Ifany term or other provision of this Agreement is invalid, illegal or incapableof being enforced by any rule of law or public policy, all other conditions andprovisions of this Agreement shall nevertheless remain in full force andeffect.  Upon such determination that anyterm or other provision is invalid, illegal or incapable of being enforced, theParties shall negotiate in good faith to modify this Agreement so as to effectthe original intent of the parties as closely as possible.

Therewill be no presumption against any Party (or its counsel) on the ground thatsuch Party (or its counsel) was responsible for preparing this Agreement or anypart of it.  All pronouns and anyvariations thereof will be deemed to refer to the masculine, feminine, neuter,singular or plural as the context may require.

ThisAgreement constitutes the entire agreement between the Parties with respect tothe subject matter hereof and supersedes any and all prior or contemporaneousoral and written agreements and understandings with respect to the subjectmatter hereof.  There are no oral promises,conditions, representations, understandings, interpretations or terms of anykind as conditions or inducements to the execution hereof or in effect amongthe Parties.  This Agreement may not beamended, and no provision hereof shall be waived, except by a writing signed byall of the Parties which states that it is intended to amend or waive aprovision of this Agreement.  Any waiverof any rights or failure to act in a specific instance shall relate only tosuch instance and shall not be construed as an agreement to waive any rights orfails to act in any other instance, whether or not similar.

Exceptwith respect to the Ali Permitted Transferees, or CKX Permitted Transferees,before the Closing, this Agreement may not be assigned or 

16

----

transferredby any Party without the prior written consent of all other Parties.  As used herein, the term “assigned ortransferred” shall include any change in ownership in excess of 20 percent ofany Party or any change in control of any Party.  Except as otherwise provided herein, allprovisions of this Agreement shall be binding upon, inure to the benefit of,and be enforceable by and against the respective heirs, executors,administrators, personal representatives, and successors and permitted assignsof any of the parties to this Agreement.

Eachof the Parties shall, and shall cause their affiliates to, use theircommercially reasonable efforts to take as promptly as practicable all actionand to do all things necessary, proper or advisable to negotiate and executethe Definitive Agreements and to consummate and effect the GOAT Acquisition,the Trust Acquisition and the other transactions contemplated hereby,including, without limitation, securing as promptly as practicable allconsents, approvals, waivers and authorizations required under any Contract orapplicable law in connection with the transactions contemplated by thisAgreement.

ThisAgreement shall be construed in accordance with and governed by the laws of theState of New York applicable to contracts executed in and to be performedsolely within the State of New York without giving effect to the conflict oflaws provisions thereof.  Except asexpressly provided above in the “Finalization of Definitive Agreements” Sectionregarding the Disputed Agreements, any and all disputes under this Agreementshall be brought only in the Federal or State Courts located in the State ofNew York.

***[signature pages follow]***

 

17

----

| Agreed and accepted:      |                                    |   |
|---------------------------|-----------------------------------------|--------|
|                      |                                    |   |
|                      |                                    |   |
| CKX, Inc.                 |                                    |   |
|                      |                                    |   |
|                      |                                    |   |
| By:                       | /s/ Kraig G. Fox                        |   |   |
| Kraig G. Fox              |                                    |   |
| Executive Vice  President |                                    |   |
|                      |                                    |   |
|                      |                                    |   |
| GOAT ACQUISITION, INC.    |                                    |   |
|                      |                                    |   |
|                      |                                    |   |
| By:                       | /s/ Kraig G. Fox                        |   |   |
| Kraig G. Fox              |                                    |   |
| Executive Vice  President |                                    |   |
|                      |                                    |   |
|                      |                                    |   |
| GOAT LLC                  |                                    |   |
|                      |                                    |   |
|                      |                                    |   |
| By:                       | GOAT Acquisition, Inc., Managing Member |   |   |
|                      |                                    |   |
|                      |                                    |   |
| By:                       | /s/ Kraig G. Fox                        |   |   |
| Kraig G. Fox              |                                    |   |
| Executive Vice  President |                                    |   |
|                      |                                    |   |
|                      |                                    |   |
| G.O.A.T., Inc.            |                                    |   |
|                      |                                    |   |
|                      |                                    |   |
| By:                       | /s/ Muhammad Ali                        |   |   |
| Muhammad Ali              |                                    |   |
| President                 |                                    |   |
|                      |                                    |   |
|                           |                                         |        |  |  |

 

18

----

 
|                                                                               |   |   |
|-------------------------------------------------------------------------------|--------|--------|
| Muhammad Ali and Yolanda E. Ali as Trustees of the  Muhammad Ali Family Trust |   |   |
|                                                                          |   |   |
| /s/ Muhammad Ali                                                              |   |   |
| Muhammad Ali                                                                  |   |   |
|                                                                          |   |   |
| /s/ Yolanda E.  Ali                                                           |   |   |
| Yolanda E. Ali                                                                |   |   |
|                                                                          |   |   |
|                                                                          |   |   |
| Yolanda E. Ali as Trustee of the Yolanda E. Ali  Family Trust                 |   |   |
|                                                                          |   |   |
| /s/ Yolanda E.  Ali                                                           |   |   |
| Yolanda E. Ali                                                                |   |   |
|                                                                          |   |   |
| /s/ Muhammad Ali                                                              |   |   |
| Muhammad Ali, an  individual                                                  |   |   |
|                                                                          |   |   |
| /s/ Yolanda E.  Ali                                                           |   |   |
| Yolanda E. Ali,  an individual                                                |   |   |

 

19

----

**— EXHIBIT 1 — REPRESENTATIONS AND WARRANTIES OF THE ALI PARTIES.**

Authorityand Enforceability — Each of the Ali Parties has the full capacity,power and authority to execute and deliver this Agreement and perform suchparties’ obligations hereunder.  ThisAgreement has been duly and validly executed and delivered by each Ali Partyand constitutes the legal, valid and binding obligation of such party,enforceable against such party in accordance with the terms hereof, except asenforcement may be limited by general principles of equity and bankruptcy,insolvency, moratorium and similar laws affecting creditors’ rights andremedies generally.

Organizationof GOAT — GOAT has made a valid election (the “Subchapter S Election”) to betreated as a “small business corporation” pursuant to Section 2553 of theInternal Revenue Code of 1986, as amended (the “Code”), is duly organized,validly existing and in good standing under the laws of the state of Virginiaand has full corporate power and authority to conduct its business as and tothe extent now conducted.  True, completeand accurate copies of the Articles of Incorporation and By-Laws of GOAT, asamended to date, are attached hereto as Schedule E1.1 (the “Articles”).  GOAT is duly qualified, licensed or admittedto do business and is in good standing in each jurisdiction in which theownership, use or leasing of its assets, or the conduct or nature of itsbusiness operations, makes such qualification, licensing or admission necessaryexcept where the failure to be so qualified, licensed or admitted would notresult in a “Material Adverse Effect”. As used herein the term “Material Adverse Effect” means an effect thatis materially adverse to the business operations of a Party, but shall excludeany change or development resulting from (i) any change in applicable laws orinterpretations thereof, (ii) changes in interest rates or generaleconomic conditions in the U.S. or in the U.S. securities markets, or (iii)changes that are generally applicable to the industries or markets in whichsuch Party operates.

Organizationof the Trust — The Trust is a validly constituted trust underthe laws of the State of California and has full power and authority to conductits business as and to the extent now conducted.  Attached hereto as Schedule E1.2 is a true,complete and accurate Certification of Trust under California Probate CodeSection 18100.5) which has been validly executed.  The Trust has not been amended since the dateof the certification.  Muhammad Ali andYolanda E. Ali are the only trustees of the Trust and Muhammad Ali is the onlybeneficiary of the Trust with a present interest therein.

EquityInterests; Title — The Stock: (i) constitutes all of the issued andoutstanding shares of capital stock of GOAT; (ii) has been duly authorized andvalidly issued; 

20

----

(iii)is fully paid and non-assessable and (iv) was not issued in violation of, andis not subject to, any preemptive rights or other similar rights of any person,any laws or the Articles.  In addition,there is no option or other right, whether written or oral that directly orindirectly that: (a) calls for, requires or contemplates the issuance, sale,grant or other disposition of any shares of capital stock of GOAT or securitiesthat are convertible into, or have other rights to acquire, any shares ofcapital stock of GOAT; or (b) relates to the voting or control of any of theshares of capital stock of GOAT.

Ownershipof Other Equities — GOAT does not own, directly or indirectly, anyshares of capital stock or other equity interests (including any option) in orwith respect to any individual, business, corporation, general partnership,limited partnership, limited liability company, association, joint venture,trust, or other entity (each a “Person”). GOAT has no outstanding obligations or other commitments to make anyinvestment (in the form of a loan, capital contribution or other obligation toprovide funds) in any other Person.

NoConflicts —The execution and delivery of this Agreement andthe performance of the obligations hereunder, do not and will not (asapplicable): (i) conflict with or result in a violation or breach of any of theterms, conditions or provisions of any of the organizational documents of theTrust or the Articles; (ii) conflict with or result in a violation or breach ofany term or provision of any law or order applicable to any of the Ali Parties;or (iii) result in a breach of or default under, require notice or consentunder (or give rise to any right of payment, termination, cancellation oracceleration under) any of the terms, conditions or provisions of any contractto which one or more of the Ali Parties is a party.

GovernmentalApprovals and Filings — No term or provision of any law orjudicial order applicable to any of the Ali Parties or any of their respectiveassets requires any consent, approval or action of, filing with or notice toany governmental or super-national authority in connection with the executionor delivery of this Agreement or the consummation of the transactionscontemplated hereby.

Assetsof the Companies; Licenses — (i) GOAT does not haveany material assets other than the Contracts (as defined below), its ownershipof or right to use the Intellectual Property (as defined below), and theleasehold interest in the Office Building; (ii) the Ali Parties do not conductany business similar to the business of GOAT through any entity other than GOATand (iii) there is no lien or other encumbrance (other than the Contracts) onor with respect to any of the assets, including but not limited to theIntellectual Property.

FinancialStatements — Attached hereto as Schedule E1.3 is a true,correct and complete copy of the balance sheet of GOAT as of December 31, 2005(the “December 2005 Balance Sheet”) and the related statement ofoperations of 

21

----

GOATthe fiscal year then ended (the “Financial Statements”).  The Financial Statements were prepared oncash basis in accordance with past practice and fairly and to the bestknowledge of the Ali Parties accurately present in all material respects thefinancial condition and results of operations of GOAT as of the datethereof.  To the best knowledge of theAli Parties, the revenues and expenses set forth in the Financial Statementsconstitute all revenues generated and expenses incurred by GOAT on a cash basisor any other person in connection with the business of GOAT during the periodpresented.

Absenceof Changes — Except for the execution and delivery of thisAgreement, since the date of the December 2005 Balance Sheet and except as setforth on Schedule E1.3 attached hereto, there has not been any Material AdverseEffect with respect to GOAT or any event or development that, individually ortogether with any or all other such events and/or developments, couldreasonably be expected to result in a Material Adverse Effect with respect toGOAT.  Except as set forth on ScheduleE1.4 attached hereto and except for (i) liabilities expressly and specificallyreflected or reserved against in the respective December 2005 Balance Sheet orin the notes thereto and (ii) accounts payable, accrued expenses and salariesand wages payable incurred since December 31, 2005 in the ordinary course ofbusiness and consistent in amount and nature with past practice of GOAT, thereare no material liabilities of, relating to or affecting GOAT.

Cash — As of thedate hereof GOAT has at least $350,000 of cash.

TaxMatters — For all periods prior to the date hereof GOAT has: (i) duly andtimely filed with each relevant federal, state or local tax authority each taxreturn that is required to be filed by such party (except for the Federal andstate income tax returns for the tax year ended December 31, 2005 for which anextension has been timely filed) and each such return is correct and completein all material respects and reflects accurately and fully in all materialrespects all revenues and expenses of GOAT for the respective period covered bysuch return in accordance with applicable tax laws; (ii) duly and timely paidin full all taxes due and payable on or prior to the date hereof; (iii) hasproperly accrued on its books and records, and disclosed to CKX, a provisionfor the payment of all taxes due or claimed to be due or for which such partyotherwise is or may be liable and (iv) has furnished CKX, or provided CKX withaccess to, copies of all of the income tax returns filed or tax elections madeby each since December 31, 2001.  None ofthe Ali Parties nor GOAT has requested an extension of time within which tofile any tax return in respect of any tax period which has not since been filed(except for the tax year ended December 31, 2005).  From the date of its incorporation and at alltimes thereafter through the Closing Date, the Subchapter S Election has beenmade by GOAT, and similar elections have been made by GOAT under applicablestate and local law, to the extent permissible.

22

----

LegalProceedings — Except as set forth on Schedule E1.5, there areno legal actions of any kind pending or, to the actual knowledge of any of theAli Parties, threatened, against, relating to or affecting any of the AliParties or their assets or their businesses. To the best knowledge of the Ali Parties, there are no known facts orcircumstances that could reasonably be expected to give rise to any legalaction that (if in existence on the date hereof) would be required to bedisclosed pursuant to the preceding sentence. A list of pending or threatened actions is set forth in Schedule E1.5and it is acknowledged by CKX, GOAT Acquisition Co. and GOAT LLC that suchactions do not constitute a Material Adverse Effect.

ComplianceWith Laws and Orders — There are no legal or judicial orders outstandingagainst any of the Ali Parties and none of the Ali Parties has since, January1, 2001, been in material violation of or in material default under any law,rule or regulation applicable to it, its assets or its business.  Since January 1, 2001, none of the AliParties has received any notice of any violation of any law or judicial order.

RealProperty — GOAT does not own any real property.  GOAT leases the Office Building pursuant tothe Current Lease; provided, however, GOAT owns the leasehold improvements onsaid leased real property.  It isunderstood that the improvements will not be transferred to GOAT Acquisition orGOAT LLC in connection with this transaction. The Current Lease is in full force and effect, has not been amended andconstitutes a legal, valid and binding agreement of, enforceable in accordancewith its terms against, the parties thereto, except as enforcement may belimited by general principles of equity and bankruptcy, insolvency, moratoriumand similar laws affecting creditors’ rights and remedies generally, and noneof the parties to the Lease is in violation or breach of or default under anythe terms of the Lease (or, with notice or lapse of time or both, would be inviolation or breach of or default under any such lease). GOAT: (i) is inmaterial compliance with all environmental laws (as broadly defined); and (ii)has not released or transported any hazardous substance (as broadly defined) onthe real property which is the subject of the Lease in violation of any suchenvironmental laws.  The Lease is theonly agreement of GOAT for the use or occupancy of real property.

IntellectualProperty — (i) Ali and the Trust and GOAT own, or have validand enforceable rights to use, all Intellectual Property used or held for usein the operation of the business of GOAT or the Trust****inthe manner the business is and has been conducted, and none of such rights willterminate nor will any party have the power to terminate any such right as aresult or by reason of the transaction contemplated by this Agreement; (ii) theconduct of the business of GOAT and the Trust does not infringe,misappropriate, or otherwise violate any third party’s intellectual propertyrights, except for such infringements, misappropriations, or other violationsthat will not or would not have a Material Adverse Effect on GOAT 

23

----

LLCor the current or historical operations of GOAT; (iii) subject to the AgreedUpon Terms, no affiliate or current or former partner, director, stockholder,officer, or employee of any of the Ali Parties will, after giving effect to thetransactions contemplated hereby, own or retain any rights to use any of theIntellectual Property; (iv) Ali, the Trust and GOAT are the sole and exclusiveowner of all of the Intellectual Property items listed on Sections I(A) andI(C) of Schedule 1, and all such Intellectual Property is subsisting, valid,and enforceable, except as enforcement may be limited by general principles ofequity and bankruptcy, insolvency, moratorium and similar laws affectingcreditors’ rights and remedies generally; and (v) none of the IntellectualProperty is encumbered in any matter other than by virtue of obligations setforth in the Contracts.  “IntellectualProperty” shall mean all trademarks, service marks, domain names, and logos,together with the goodwill symbolized by any of the foregoing, including anycommon law rights, as well as the pending applications and registrations listedon Sections I(A) and I(C) of Schedule 1, all copyrights, including theregistrations and applications listed on Schedule E1.6 and rights of renewal,and all rights of publicity symbolized or associated therewith, including theexclusive, transferable and perpetual right to the name, initials, image,voice, signature, biography, likeness, picture or photograph of Ali (except forcertain rights to Ali’s name, image and likeness that have been licensed orgranted under the GOAT License Agreements, the Other Agreements and theSubsisting Agreements prior to the date hereof).

Contracts — Schedules 10and 11 attached hereto contains a list of the known active written or oralcontracts or other arrangements (true, correct and complete copies, or, ifnone, reasonably complete and accurate written descriptions, of which, togetherwith all amendments and supplements thereto and all waivers of any termsthereof, have been delivered to CKX prior to the execution of this Agreement)under which: (i) GOAT is entitled to receive compensation; (ii) by which anyasset of GOAT or the Intellectual Property is restricted other than by theSubsisting Agreements (each, a “Contract” and collectively, the “Contracts”) or(iii) or otherwise creates a continuing liability or obligation on behalf ofGOAT other than by the Subsisting Agreements. Each Contract is enforceable inaccordance with its terms against GOAT or the Trust as the case may be and,against the other party thereto, except as enforcement may be limited bygeneral principles of equity and bankruptcy, insolvency, moratorium and similarlaws affecting creditors’ rights and remedies generally.  Subject to the disclosures made in ScheduleE1.5, neither GOAT nor the Trust, as the case may be, is in violation or breachof or default under any such Contract (or, with notice or lapse of time orboth, would be in material violation or breach of or default under any suchContract).  None of the Ali Parties hasreceived any notice (whether written or oral) from any other party to anyContract as to the termination or breach of such Contract.

Employeesand Labor Matters — Schedule E1.7 attached hereto is a list, as ofthe date hereof of the payroll summary of GOAT which lists all employees whoare 

24

----

employedeither full or part time by GOAT (the “Employees”) and their respectivewage information.  All Employees areemployees at will and GOAT has no material obligations to any such employee forseverance, benefits or other rights.  Nounion organizational campaign presently exists with respect to any Employee andno request or petition for union representation has been filed or made andthere are no collective bargaining contracts covering Employees.

Bankand Brokerage Accounts — Schedule E1.8 sets forth a true, correctand complete list of the names and locations of all banks, trust companies,securities brokers and other financial institutions at which GOAT has anaccount or safe deposit box or maintains a banking, custodial, trading or othersimilar relationship.

Brokers/Finders — No broker,finder, broker-dealer, investment banker, financial advisor or other person hasacted on behalf of the Ali Parties or any of them in connection with thisAgreement and the transactions contemplated hereby and no broker, finder orother person is entitled to any finder’s, broker’s, financial advisor’s orother similar fee or commission in connection with the transactionscontemplated hereby based upon arrangements made by or on behalf of the AliParties or any of them except that Bernie Yuman doing business as Bernie YumanManagement may be entitled to receive from GOAT a fee as a finder in connectionwith the consummation of transactions contemplated hereby.

Disclosure — Norepresentation or warranty of or by any Ali Party contained in this Agreementcontains any untrue statement of a material fact or omits to state a materialfact necessary in order to make the statements herein or therein, in the lightof the circumstances under which they were made, not misleading.

 

25

----

**— EXHIBIT 2 — REPRESENTATIONS AND WARRANTIES OF CKX AND GOAT ACQUISITION CO.**

Authorityand Enforceability — CKX, GOAT LLC and Acquisition Co. have the fullcapacity, power and authority to execute and deliver this Agreement and performsuch parties’ obligations hereunder and this Agreement has been duly andvalidly executed and delivered by CKX, Acquisition Co. and GOAT LLC andconstitutes the legal, valid and binding obligation of such party, enforceableagainst such party in accordance with the terms hereof and thereof, except asenforcement may be limited by general principles of equity and bankruptcy,insolvency, moratorium and similar laws affecting creditors’ rights andremedies generally.

Organizationof the Companies — CKX and Acquisition Co. are corporations, dulyorganized, validly existing and in good standing under the laws of the state ofDelaware and have full corporate power and authority to conduct its business asand to the extent now conducted.  GOATLLC is a limited liability company duly organized, validly existing and in goodstanding under the laws of the State of Delaware.  CKX, GOAT LLC and Acquisition Co. are dulyqualified, licensed or admitted to do business and is in good standing in eachjurisdiction in which the ownership, use or leasing of its assets, or theconduct or nature of its business operations, makes such qualification,licensing or admission necessary except where the failure to be so qualified,licensed or admitted would not result in a Material Adverse Effect.  GOAT LLC is a newly formed wholly-ownedsubsidiary of Acquisition Co., has had no operations since its formation, hasno obligations or liabilities other than its obligations under this Agreementand is not subject to any liens or encumbrances.  True, complete and accurate copies of theCertificate of Formation of GOAT LLC and the Operating Agreement have beendelivered to the Ali Parties.

NoConflicts — The execution and delivery of this Agreement andthe performance of the obligations hereunder, do not and will not (asapplicable): (i) conflict with or result in a violation or breach of any of theterms, conditions or provisions of any of the organizational documents of CKX,Acquisition Co. or GOAT LLC or their Certificates of Incorporation, Certificateof Formation, By-Law or Operating Agreement, as the case may be; (ii) conflictwith or result in a violation or breach of any term or provision of any law ororder applicable to CKX, Acquisition Co. or GOAT LLC; or (iii) result in abreach of or default under, require notice or consent under (or give rise toany right of payment, termination, cancellation or acceleration under) any ofthe terms, conditions or provisions of any contract or other agreement.

26

----

GovernmentalApprovals and Filings — No term or provision of any law orjudicial order applicable to CKX, Acquisition Co. or GOAT LLC or any of theirrespective assets requires any consent, approval or action of, filing with ornotice to any governmental authority in connection with the execution ordelivery of this Agreement or the consummation of the transactions contemplatedhereby.

LegalProceedings — There are no legal actions of any kind pendingor, to the knowledge of any of the CKX, Acquisition Co. or GOAT LLC,threatened, against, relating to or affecting CKX, Acquisition Co. or GOAT LLCor their assets or their businesses which would have a material impact ontransactions contemplated by the Agreement. There are no facts or circumstances that could reasonably be expected togive rise to any legal action that (if in existence on the date hereof) wouldbe required to be disclosed pursuant to the preceding sentence.

ComplianceWith Laws and Orders — There are no legal or judicial orders outstandingagainst CKX, Acquisition Co. or GOAT LLC and none of them has since January 1,2005, (i) been in violation of or in default under any material law, rule orregulation applicable to it, its assets or its business or (ii) received anynotice of any violation of material any law or judicial order.

Brokers/Finders — No broker,finder, broker-dealer, investment banker, financial advisor or other person hasacted on behalf of any of CKX, Acquisition Co. or GOAT LLC in connection withthis Agreement and the transactions contemplated hereby and no broker, finderor other person is entitled to any finder’s, broker’s, investment banker’s,financial advisor’s or other similar fee or commission in connection with thetransactions contemplated hereby based upon arrangements made by or on behalfof CKX, Acquisition Co. or GOAT LLC.

Disclosure — Norepresentation or warranty of or by CKX, Acquisition Co. or GOAT LLC containedin this Agreement contains any untrue statement of a material fact or omits tostate a material fact necessary in order to make the statements herein or therein,in the light of the circumstances under which they were made, not misleading.

 

27

----