Exhibit 10.2


April 10, 2006


G.O.A.T., Inc.

8105 Kephart Lane

Berrien Springs, MI  49103


	
  Attention:

  	
   

  	
  Muhammad Ali

  
	
   

  	
   

  	
  President

  



 


Muhammad Ali and Yolanda E.
Ali, Trustees

The Muhammad Ali Family Trust

8105 Kephart Lane

Berrien Springs, MI  49103


Muhammad Ali and Yolanda E.
Ali

8105 Kephart Lane

Berrien Springs, MI  49103


Dear Lonnie and Muhammad:


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


The
Parties agree to expeditiously proceed with the good faith finalization and
execution of the “Amended and Restated Operating Agreement,” and “Continuing
Guaranty” (all as defined below) and any other documents necessary to fully
effectuate the transactions contemplated hereby (collectively, the “Definitive
Agreements”).  The Parties hereby
covenant to take all further action necessary to complete the Definitive
Agreements as expeditiously as possible and neither they nor their affiliates,
successors or assigns, as the case may be, shall take any action to frustrate
their ability to comply with the terms hereof.









 



Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed to
them in Schedule 6 of this Agreement and the exhibits and schedules
incorporated by reference therein.


TRANSACTION


Simultaneously
with the execution and delivery of this Agreement, Acquisition Co. shall
acquire 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 $11.3
million (the “GOAT Acquisition”).


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


Immediately
prior 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 of
being transferred to GOAT LLC without the prior consent of a third party or an
amendment to an existing agreement, which consent or amendment has not been
obtained prior to the date hereof, Acquisition Co. shall cause GOAT to transfer
the economic benefits of such assets to GOAT LLC and GOAT LLC shall thereafter
reimburse GOAT for the all expenses associated with such assets until such time
as the consents to transfer are obtained. 
The parties intend that GOAT will remain in existence indefinitely, but
in any event CKX agrees that, until the earlier of (i) obtaining all of the
requisite third party consents or (ii) the expirations of the contracts for
which such consents are required in accordance with their terms, it shall not
cause GOAT to be dissolved. The parties agree to use their commercially
reasonable best efforts to obtain such consents immediately after the date
hereof provided that no Party shall be in breach of this Agreement if such
consents are not obtained after the use of commercially reasonable efforts.



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In
addition, as further consideration for the transfer of trademarks, trade names
and goodwill associated therewith, the Trust shall acquire from GOAT LLC
without payment of additional consideration an additional 5% membership
interest in GOAT LLC ( the “Trust Membership Increase”) thereby increasing the
Trust’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 of
return to Acquisition Co. and GOAT Inc. (and their respective successors and
assigns) on their combined initial capital account balance of $50 million from
the “net income” (as calculated on an accrual basis in accordance with
generally accepted accounting principles (“GAAP”) applied on a consistent basis
by GOAT LLC from period to period) allocable to them (and their respective
successors and assigns) from GOAT LLC shall equal or exceed (i) 30% on a
cumulative basis during the five (5) year period beginning on the date hereof
or (ii) 25% on a cumulative basis for any period commencing on the date hereof
and ending at any time after the fifth anniversary hereof.  The increase in the Trust membership interest
shall include the transfer to the Trust of 5% of the combined positive capital
account balances of Acquisition Co. and GOAT (or their respective successors
and assigns) in GOAT LLC as of the Membership Increase Date (such transfer of
positive capital account balances to be borne by them in the ratio in which
their percentage interests bear to each other). 
For purposes of calculating the above referenced internal rate of return
annual compounding shall be used.


REPRESENTATIONS
AND WARRANTIES


The
Ali Parties, jointly and severally, hereby make the representations and
warranties to CKX and Acquisition Co. set forth on Exhibit 1 attached
hereto, which are incorporated herein by reference.


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


ALI
MEMORABILIA 


Subject
to the terms hereof, the Ali Parties shall from time to time permit GOAT LLC to
use, during the “Term of GOAT LLC” (as defined below), free of charge, certain
of the Ali Memorabilia (as defined below) in any reasonable way in connection
with the operations of GOAT LLC, provided the Trust shall have the right to
approve, 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, extent
and duration of such use and (iv) the packing, unpacking, shipping, labeling
and identification of any of the Ali Memorabilia.  Notwithstanding the approval rights described
above 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 



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party
other 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 lineal
descendants (collectively, an “AM Permitted Transferee”) without
first offering such item or items of Ali Memorabilia to GOAT LLC on the same
terms and conditions upon which such transfer was to be made to such third
party (which offer GOAT LLC shall have ten (10) business days to accept or
reject) and if any item of Ali Memorabilia is transferred to an AM Permitted
Transferee, such transfer shall be subject to GOAT LLC’s continuing right of
first refusal upon a further transfer other than to an AM Permitted Transferee.
Other than these restrictions, nothing herein shall in any way diminish the
rights of ownership enjoyed by the Trust in such Ali Memorabilia.


At
all times while GOAT LLC (or any third party to whom GOAT LLC, directly or
indirectly, delivers possession of any of the Ali Memorabilia) is in possession
of such Ali Memorabilia: (i) at no expense to the Trust, GOAT LLC will use its
commercially reasonable efforts to preserve, maintain, repair, store, catalog
and insure any such Ali Memorabilia now, or hereafter in the possession of GOAT
LLC (or any third party), including, without limitation, all memorabilia and
collectibles, in each case, in a manner consistent with, and no less favorable
than, the past practices of the Ali Parties, (ii) GOAT LLC shall neither cause
to exist nor permit a creditor of GOAT LLC or any of its affiliates to have any
security interest, lien or other encumbrance in or on any of the Ali
Memorabilia, (iii) during the Term of GOAT LLC, GOAT LLC shall obtain and
maintain insurance issued by an insurance company reasonably satisfactory to the
Trust sufficient to protect against any theft, loss, destruction, damage or
other casualty of or to any of the Ali Memorabilia and such policies will name
the Trust or the applicable AM Permitted Transferee as their interests may
appear as the only named insured(s), and the policy limits shall be in an
amount 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, as
applicable) and displaying of any of the Ali Memorabilia.  The Trust or the AM Permitted Transferee, as
applicable, shall be entitled to receive any and all insurance proceeds payable
in connection with any such theft loss, destruction, damage or other casualty
of or to any of the Ali Memorabilia. GOAT LLC hereby authorizes (and will
obligate any such third party to authorize) the Trust or an AM Permitted
Transferee to file UCC Financing Statements with any governmental authority or agency
and to take other actions that the Trust or an AM Permitted Transferee believes
are necessary or advisable to evidence that the legal and beneficial ownership
of the Ali Memorabilia remains with the Trust or an AM Permitted Transferee, as
applicable, notwithstanding GOAT LLC’s or any other third party’s physical
possession thereof.


GOAT
LLC acknowledges and agrees that its rights to use any of the Ali Memorabilia
as set forth herein is subject and subordinate to the existing written
agreement between Ali and/or the Trust and the Muhammad Ali Museum and 



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Education
Center (the “Center”).  Furthermore, GOAT
LLC acknowledges that it is the current intention of the Ali Parties to
transfer ownership of the Ali Memorabilia to the Center at a future date and
agrees that the Ali Parties retain all rights necessary to do so.  The Ali Parties acknowledge and agree that if
such transfer shall occur, it shall be subject to the terms hereof and
conditioned upon an irrevocable direction to the Center that it never sell the
Ali Memorabilia and that, in the event the Center should cease operations, the
only entity to which it may ever transfer the Ali Memorabilia is the
Smithsonian Institution.  “Ali
Memorabilia” as used herein shall mean any of the tangible personal property
owned by any of the Trust or an AM Permitted Transferee related to the name,
initials, image, voice, signature, likeness, photograph or legacy of Ali but
shall exclude property which Ali or any member of his immediate family
generally uses or maintains for the benefit of Ali’s immediate family and
grandchildren such as clothing, furniture, household items, appliances,
equipment, china, silverware, crystal, glassware, family heirlooms, documents
and a reasonable quantity of signed memorabilia created for non-commercial
family use (the latter being “Ali Personal Property”).


OPERATING AGREEMENT


Simultaneously
with, and as a condition to, the Trust Acquisition, the Operating Agreement of
GOAT LLC (the “Operating Agreement”), a copy of which is attached hereto as
Schedule 5, shall be deemed to be amended to incorporate the terms set forth on
Schedule 6 (the “Agreed Upon Terms”).  It
is agreed and acknowledged that the Operating Agreement cannot be further
amended by CKX or Acquisition Co. without the prior written consent of the
Trust, which consent may be withheld or conditioned in the sole and absolute
discretion of the Trust, and that the Agreed Upon Terms set forth in Schedule 6
shall be deemed to be immediately incorporated by reference into the Operating
Agreement pending negotiation and execution of an amended and restated
Operating Agreement (the “Amended and Restated Operating Agreement”).  Other than for non-substantive changes, the
Agreed Upon Terms shall be incorporated verbatim into the Amended and Restated
Operating Agreement unless CKX and the Trust agree otherwise.  The Amended and Restated Operating Agreement
shall have such other terms and provisions as are standard for a Delaware
limited liability company formed for the purpose of being a joint venture
between two parties.  It is acknowledged
and agreed by the Parties (i) that Acquisition Co. and GOAT, once GOAT has
been acquired by Acquisition Co., will both be members of GOAT LLC and together
reflect the interests of CKX, (ii) that GOAT will be a nonvoting member of
GOAT LLC, and (iii) that provisions in this Agreement applicable to
Acquisition Co. as a member of GOAT LLC shall be deemed to include and apply to
GOAT as a member of GOAT LLC.  Accordingly,
references in this Agreement (including but not limited to the Agreed Upon
Provisions for inclusion in the operating agreement of GOAT LLC set forth in
Schedule 6 to this Agreement) to “two parties” or to the “other party” to the
operating agreement of GOAT LLC, for purposes of voting, 



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


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


LEASE


Immediately
prior 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 Berrien
Springs, Michigan, which GOAT has been occupying as its executive offices.  The Lease will be assigned to GOAT LLC by the
execution of this Agreement by the Parties.


CONTINUING
GUARANTY


CKX
shall enter into a written continuing guaranty pursuant to which it will
guaranty, on an unsecured basis, all of the obligations of GOAT LLC to the
Trust, Ali and/or Yolanda E. Ali under the Amended and Restated Operating
Agreement 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 “Continuing
Guaranty”).  Such Continuing Guaranty
shall have standard surety-ship and guarantor waiver provisions and such other
provisions that are typically found in guaranties provided to commercial
lenders.


ACQUISITION
OF RELATED ASSETS


Any
acquisition by CKX or any Affiliate of CKX, including, without limitation,
Acquisition Co. and GOAT LLC, of any and all tangible or intangible property
relating, directly or indirectly, to Ali, including, without limitation, his
personal or professional career or activities, or his opponents, or otherwise
intended to complement or showcase the assets, Intellectual Property, including
without 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 of
GOAT LLC.


PUBLIC
DISCLOSURE


The
parties hereby agree and acknowledge that CKX is a publicly traded company and
will be required to disclose the material terms and conditions of this
Agreement.  Attached hereto as Schedule
19 is a press release which CKX shall be permitted to publicly disclose.  It is hereby further acknowledged that CKX
may, in the future, be required as part of its public reporting responsibilities
to publicly 



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file
with the Securities and Exchange Commission certain financial and operating
information with respect to GOAT and/or GOAT LLC; provided, however, CKX shall
use all reasonable commercial efforts to limit the amount and type of public
disclosure of such financial and operating information.


MUHAMMAD
ALI ACKNOWLEDGMENT


Muhammad
Ali hereby acknowledges that (i) he has assigned or originally registered in
the name of the Trust certain rights and properties as described on Schedules 1
and 2 attached hereto to the Trust (the “Transferred Rights”); (ii) as the
grantor under the Trust and given the revocable nature of the Trust, he is sole
and direct beneficiary of the consideration to be paid pursuant to the terms of
this Agreement; (iii) he has not retained or previously authorized or licensed
to a third party (other than through (a) the GOAT License Agreements (as
defined herein) and (b) the Other Assumed Contracts including, but not limited
to the Subsisting Agreements) the Transferred Rights or any rights similar to
the Transferred Rights; (iv) from and after the date hereof, he will not, and
will not authorize any other party to use, license or do anything commercial
with his “celebrity” (including his name, initials, image, voice, signature,
biography, likeness, picture or photography) except
for the benefit of and with the written consent of GOAT LLC (including
autograph signings, personal appearances and licenses (provided that there
shall be no prohibition or requirement of approval on his using his “celebrity”
for non-competitive activities and appearances as set forth in paragraph 25 of
the Agreed Upon Terms of the Operating Agreement and for charitable and
non-profit endeavors which do not conflict with the business of GOAT LLC now
existing or hereinafter entered into and there shall be no restriction on the
reimbursement to him for his actual travel and related expenses incurred in
association therewith); (v) he will comply with the terms and conditions
of all currently existing agreements of the Trust and GOAT which require his
personal services but shall not otherwise be required to perform any services
or make any appearances; (vi) any permitted personal (i.e.
non-commercial) use of his name shall not at any time and in any matter
disparage or otherwise harm the goodwill or reputation of GOAT LLC or any of
its affiliates and (vii) GOAT LLC intends to produce a comprehensive
audio/visual anthology documenting his life and career and that he will
reasonably cooperate with such production including, for no additional
remuneration, providing on camera appearances and interviews (only to the
extent that he is generally making on camera appearances or granting interviews
at the time that he is requested to do so in connection herewith provided his
health 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 such
project and for no additional consideration provided however that such
cooperation shall be provided at times and locations and for durations
reasonably convenient for him and shall be reasonable in scope and duration
(both as to individual sessions and overall) and provided further he 



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


YOLANDA
E. ALI ACKNOWLEDGMENT


Yolanda
E. Ali hereby acknowledges that (i) she is the spouse of Muhammad Ali; (ii) she
understands the transactions contemplated herein and the effect on any rights
that she may have in any of the assets or properties which are the subject
matter hereof; (iii) following the date hereof, she will have no continuing
rights in any of the assets or properties (excluding the Ali Memorabilia and
Ali Personal Property) which are the subject matter hereof, and (iv) she will
not nor will she support others in any dispute as to the validity of the
transactions contemplated hereby; provided, however, that this provision shall
not be construed to prohibit her exercising or supporting the exercise of any
right or enforcement of any obligations contemplated in this Agreement, the
Amended and Restated Operating Agreement, the Lease or any other agreement
contemplated hereby or entered into in connection herewith; (iv) GOAT LLC
intends to produce a comprehensive audio/visual anthology documenting the life
and 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 production
including providing on camera interviews and to the extent she has the right to
do 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 such
project and for no additional remuneration, provided however that such
cooperation shall be provided at times and locations and for durations
reasonably convenient for her and shall be reasonable in scope and duration
(both as to individual sessions and overall) and provided further she shall
have the right to approve or disapprove of the inclusion of any portion of the
anthology in which she appears or is otherwise portrayed, discussed or
characterized, such approval not to be unreasonably withheld, and (v) she as
Lessor consents to the transfer of the Lease to GOAT LLC as trustee of the
Yolanda E. Ali Trust.  CKX, Acquisition
Co. and GOAT LLC acknowledge and agree that Yolanda E. Ali’s failure to comply
with any of the personal service terms of this Section as a result of her
illness, disability or death shall not be a default under or breach of this
Agreement.


EMPLOYEE
PENSION PLAN


Schedule 20 sets
forth each employee benefit plan, program, arrangement or agreement, whether
formal or informal, whether in writing or not, to which GOAT is a party, with
respect to which GOAT has any obligation or which is maintained, 



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contributed to or
sponsored by GOAT for the benefit of any current or former employee, officer or
director of GOAT (the “Benefit Plan(s)”). 
Each Benefit Plan is now and always has been operated in all material
respects in accordance with the requirements of all applicable law.  No legal action, suit or claim is pending or
threatened with respect to any Benefit Plan (other than claims for benefits in
the ordinary course) and no fact or event exists that could give rise to any such
action, suit or claim.  No Benefit Plan
provides for the payment of separation, severance, and termination or
similar-type benefits to any person or obligates GOAT to pay separation,
severance, termination or similar-type benefits solely as a result of any
transaction contemplated by this Agreement or as a result of a “change in
control” of GOAT.  Each Benefit Plan
which is intended to be qualified under Section 401(a) or 401(k) of the Code
has received a favorable determination letter from the Internal Revenue Service
(“IRS”) after 1985 that it is so qualified and each trust established in
connection with any Benefit Plan which is intended to be exempt from Federal
income taxation under Section 501(a) of the Code has received a determination
letter from the IRS that it is so exempt, and no fact or event has occurred
since the date of such determination letter from the IRS that is reasonably
likely to result in revocation of that determination letter.  All contributions, premiums or payments
required to be made with respect to any Benefit Plan have been made on or
before their due dates.  All such
contributions have been fully deducted for income tax purposes and no such
deduction has been challenged or disallowed by any government entity and no
fact or event exists which could give rise to any such challenge or
disallowance.  As soon after the Closing
as is practicable, CKX will cause GOAT to terminate the G.O.A.T., Inc. Defined
Benefit Pension Plan (the “Plan”) in a standard termination under Section
4041(b) of ERISA and obtain all applicable government approvals for such
termination.  If the amount of assets
necessary to pay all benefits due under the Plan would otherwise exceed the
value of the assets of the Plan by more than $50,000 on the date such assets
would be distributed on account of Plan termination, then, prior to such
distribution, the Ali Parties will transfer to CKX the amount of the Plan
deficiency reduced by $50,000 and CKX will transfer to the Plan the full amount
of the deficiency.  If the amount of
assets necessary to pay all benefits due under the Plan would otherwise exceed
the value of the assets of the Plan by $50,000 or less on the date such assets
would be distributed on account of Plan termination, then, prior to such
distribution, CKX will transfer to the Plan the full amount of the deficiency
without 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.


CLOSING
DELIVERIES


Simultaneously
with the execution and delivery of this Agreement, and the payment by
Acquisition Co. and GOAT LLC of the consideration set forth above which shall
be paid in immediately available funds pursuant to the wire transfer 



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instructions
described on Schedule 21 attached hereto, the following shall be delivered to
CKX:


1.                                       Stock
Certificates representing 100% of the issued and outstanding capital stock of
GOAT, fully paid and non-assessable.


2.                                       The minute
books of GOAT.


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


4.                                       An Assignment
and Assumption Agreement in the form attached hereto as Schedule 23, evidencing
the transfer of the rights of publicity of Ali.


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


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


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


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


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


10.                                 General
assignment and assumption agreement of contracts and agreements from the Trust
or Ali, as necessary, to GOAT LLC in the form of Schedule 27.


11.                                 Evidence
reasonably satisfactory to CKX (which evidence need not be written) of the
capacity to contract of Ali.


Simultaneously
with the execution and delivery of this Agreement, CKX is delivering to the
Trust the following:


1.                                       The cash
consideration.


 



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2.                                       Good standing
certificates of the Secretary of State of Delaware for CKX, Acquisition Co. and
GOAT LLC, dated April 3, 2006.


3.                                       A certificate
from the Secretary of CKX and Acquisition Co., certifying that the Board of
Directors of CKX and Acquisition Co. have authorized all of the transactions
contemplated by this Agreement to be performed by CKX and Acquisition Co.,
respectively.


4.                                       A copy of the
filed Certificate of Formation of GOAT LLC certified by the Delaware Secretary
of State.


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


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


POST-CLOSING
RETURNS OF GOAT


Following
the closing of the transactions contemplated herein, the Trust shall prepare
and CKX shall cause to be filed all Federal, state and local informational tax
returns 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


The
representations and warranties of the parties contained herein shall survive
the closing for a period of twenty-four (24) months from the date hereof
provided that the representations and warranties with respect to (i) due
authorization of the Parties to enter into this Agreement and to perform their
respective obligations hereunder, (ii) tax indemnifications described below and
(iii) title to the Acquired Assets, the assets of GOAT and the Stock (the “Title
Representation and Warranty”) shall survive until sixty months from the date
hereof.


Ali
and the Trust (including any Ali Permitted Transferee, collectively the “Ali
Indemnifying 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 and
expenses, in connection with or as a result of all breaches of their
representations, warranties and covenants, as contained herein, and for any
income taxes owed by GOAT for periods prior to the date hereof (the “GOAT Tax
Indemnity”).  Notwithstanding any of the
forgoing, Ali Indemnifying Parties shall not be required to pay to CKX any
amounts under this provision until such amounts exceed $500,000 in the
aggregate and thereafter.  The Ali
Indemnifying Parties shall only be required to pay such amount over and above
$500,000; provided, however, the maximum 



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


Yolanda E. Ali shall be
jointly, but not severally, liable for all of the indemnifications made
hereunder 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 set
forth in the preceding paragraph, and (B) the amount actual distributions of
the proceeds of this transaction that she receives from the Trust, any
successor to the Trust or Transferee LLC, (ii) with respect to any
particular claim, shall be limited to the amount determined by multiplying the
total liability under such claim by the ratio that (X) the amount actual
distributions of the proceeds of this transaction that she receives from the
Trust 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 remedies
against Ali, the Trust or any successor to the Trust.


CKX
and Acquisition Co., jointly and severally, hereby indemnify the Ali Parties
for any damages or losses that any of them suffer, including, without
limitation, reasonable attorneys fees and related costs, in connection with or
as a result of all breaches of their representations, warranties and covenants
contained herein.  CKX and Acquisition
Co. shall be, jointly and severally, liable for any sales, use, transfer or
stamp tax due as a result of the GOAT Acquisition or the Trust Acquisition, and
they shall indemnify and hold the Trust and Ali harmless from any such tax.  If any of the Ali Parties shall assert any
claim based upon this indemnification, they shall be treated as having asserted
such 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.


Except
as 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, would
give rise to a liability of the other Party or Parties hereunder (collectively,
the “Indemnifying Party”), that Claiming Party will promptly cause written
notice of the claim to be delivered to the Indemnifying Party and will afford
the Indemnifying Party and its counsel (who must be reasonably acceptable to
the Claiming Party), at the Indemnifying Party’s sole expense, the opportunity
to defend or settle the Third Party Claim. 
Any notice of a Third Party Claim will state, with reasonable
specification, the alleged basis for the claim and the amount of liability asserted
by 



 11
 






 



or
against the Claiming Party or Claiming Parties by reason of the Third Party
Claim.  If such notice is not given, it
will not release the Indemnifying Party, in whole or in part, from its
obligations under this Indemnification Section, except to the extent that the
Indemnifying Party’s ability to defend against such Third Party Claim is
actually prejudiced thereby. Alternatively, if notice is given and the
Indemnifying Party fails to assume the defense of such claim within twenty (20)
days after receipt thereof with counsel reasonably satisfactory to the Claiming
Party, the Third Party Claim may be defended, compromised or settled by the
Claiming Party without the consent of the Indemnifying Party and the
Indemnifying Party will remain liable under this Indemnification Section.  The Claiming Party will fully cooperate with
counsel for the Indemnifying Party.  The
Indemnifying 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, at
its own expense, participate in such defense, assistance or enforcement, but
the Indemnifying Party will control such defense, assistance or
enforcement.  Notwithstanding the
foregoing, if a Third Party Claim is brought with respect to a GOAT Tax
Indemnity or Title Representation and Warranty, the Ali Indemnifying Parties
shall not be entitled to settle or otherwise dispose of such claim to the
extent such settlement or disposition would or could in the future prejudice
CKX, Acquisition Co. or GOAT LLC.


The
amount of any indemnification under this Agreement will be net of (i) any
amounts actually recovered by the Claiming Party from any third party
(including insurance proceeds paid to the Claiming Party) as a result of the
facts or circumstances giving rise to the damages or losses (as adjusted for
any increased insurance premiums resulting from the tender of the claim to the
insurance carrier) and (ii) any tax benefits or tax losses that are actually
realized by the Claiming Party as a result of the incurrence of damages or
losses from which indemnification is sought. 
The Claiming Party will be obligated to submit to its insurance carrier
all coverable claims and pursue such claims against its insurance carrier in
good faith, and will not abandon or compromise any such claim without the
consent of the Indemnifying Party, which consent will not be unreasonably
withheld.


IN
NO EVENT SHALL THE INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT FOR
CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES OR LOST
PROFITS SUFFERED BY A CLAIMING PARTY, WHETHER BASED ON STATUTE, CONTRACT, TORT
OR 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 BE
CUMULATIVE TO THE LIMITATIONS SET FORTH ABOVE AND NOT IN ADDITION TO SUCH
LIMITATIONS.



 12
 






 



Except
for equitable relief as provided in this Agreement and except for claims
arising out of the Amended and Restated Operating Agreement after it is entered
into or the Lease, the indemnification provided in this Indemnification Section
shall be the sole and exclusive remedy of the Parties with respect to any and
all claims relating to the subject matter of this Agreement and no Party shall
pursue or seek to pursue any other remedy, except for claims based upon willful
misconduct or fraud.  For the avoidance
of doubt CKX, Acquisition Co. and GOAT LLC acknowledge and agree that none of
them shall have (and they hereby waive) the right to bring any action, cause of
action or claim against Ali or Yolanda E. Ali as a result of or in connection
with their being or having been an officer, director, employee, agent and/or
representative of GOAT.  Similarly, Ali
and Yolanda E Ali hereby waive and release any claim that either of them may
have with respect to either of them being an employee of GOAT.


FINALIZATION
OF DEFINITIVE AGREEMENTS


All
Parties agree to cooperate promptly and negotiate in good faith in the
preparation of the Definitive Agreements and all other documents to effect this
transaction.  If the Parties fail to
agree on the terms and provisions of any of the Definitive Agreements which has
not been resolved within thirty (30) days from the date hereof, such dispute
shall be resolved by arbitration in New York City in accordance with the Rules
for Commercial Arbitration of the American Arbitration’s Association, as
modified by the provisions of this Section, before a panel of three (3)
arbitrators, one appointed by CKX, one appointed by the Trust, and the third
appointed by said association (collectively, the “Arbitrators”). All such
arbitrators shall be either retired Federal judges or retired judges of the
State Supreme Court of New York. Any of the Definitive Agreements for which the
Parties have reached agreement shall not be subject to arbitration and the
Parties which are parties to such agreements shall promptly execute and deliver
said Definitive Agreements after the Parties have reached agreement with
respect thereto. With respect to each such Definitive Agreement for which the
Parties have disputes (each a “Disputed Agreement”), CKX, on the one hand, and
the Trust, on the other hand, shall submit to the Arbitrators (i) its (or
her) respective form of the Disputed Agreement, which in the case of the
Amended and Restated Operating Agreement must contain verbatim the Agreed 



 13
 






 



Upon
Terms ( other than non-substantive changes to necessary to effectuate the terms
of the Amended and Restated Operating Agreement), and with respect to the
Continuing Guaranty must be consistent with the “Continuing Guaranty” Section
above, (ii) this Agreement and (iii) such other evidence such party deems
relevant.  The Arbitrators must select
provisions from either CKX’s version of the Disputed Agreement or the Trust
version of the Disputed Agreement and the provisions selected by a majority of
the Arbitrators shall be deemed to be the Definitive Agreement for all purposes
hereunder; provided however, in the case of the Disputed Agreement which is the
Amended and Restated Operating Agreement, it must contain verbatim the Agreed
Upon Terms (other than non-substantive changes to necessary to effectuate the
terms of the Amended and Restated Operating Agreement and other than provisions
requiring amendment to reflect that GOAT, once it has been acquired by the
Acquisition Co., will be a nonvoting member of the GOAT LLC), and with respect
to the Continuing Guaranty must be consistent with the “Continuing Guaranty”
Section above as applicable.  The
Arbitrators shall make their decision based exclusively on which of the two
versions provision of the Disputed Agreement is most closely consistent with
the terms of this Agreement.  The
decision and judgment or order may be entered thereon by any court of competent
jurisdiction, that decision and judgment or order shall include specific
performance of the Definitive Agreement which was the subject of the
arbitration.  The service of any notice,
process, motion or other document in connection with any arbitration under this
Agreement or the enforcement of any arbitration award hereunder shall be
effectuated by personal service upon a Party. 
Notwithstanding the provisions of this Paragraph but consistent with the
choice of law and venue provisions below, any Party may apply to any court of
competent jurisdiction for injunctive relief and other interim measures to
prevent or stop irreparable harm to such Party’s rights or property during the
pendency of any arbitration proceeding. 
The foregoing arbitration provision shall not be interpreted as a waiver
of any of the Ali Parties’ rights under federal or applicable state securities
laws.


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


BOOKS
AND RECORDS OF GOAT


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


EXPENSES


Except
as expressly provided herein to the contrary, all expenses incurred by the Ali
Parties in connection with the negotiation and drafting of this Agreement and 



 14
 






 



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


MISCELLANEOUS


From
and 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 the
transactions contemplated hereby.


Unless
otherwise expressly provided herein, all of the provisions of this Agreement
shall survive the consummation of the GOAT Acquisition and the Trust Acquisition.


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


As
used herein the term “Trust” refers to the Muhammad Ali Family Trust, dated
October 22, 2002 as it may be amended from time to time and any trusts which
may be created from time to time thereunder.


The
meaning of any terms defined herein shall apply to the Exhibits and Schedules
attached hereto and the meaning of any terms defined in the Exhibit and
Schedules attached hereto shall apply to this Agreement.


All
notices and other communications given or made pursuant hereto shall be in
writing and shall be deemed to have been duly given or made (i) as of the date
delivered if delivered personally or (ii) three (3) days after being mailed if
mailed by registered or certified U.S. mail (postage prepaid, return receipt
requested) to the Parties at the addresses set forth above or below with
respect to CKX, Acquisition Co. and GOAT LLC (or at such other address for a
Party as shall be specified by 



 15
 






 



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


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


In
the event any suit or arbitration proceeding (other than an arbitration
proceeding with respect to the finalization of Definitive Agreements as
contemplated hereunder) is brought by any Party to enforce the terms of this
Agreement, the prevailing party shall be entitled to the payment of its
reasonable attorneys fees and costs, as determined by the judge of the Court or
arbitrators.


If
any term or other provision of this Agreement is invalid, illegal or incapable
of being enforced by any rule of law or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and
effect.  Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
Parties shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible.


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


This
Agreement constitutes the entire agreement between the Parties with respect to
the subject matter hereof and supersedes any and all prior or contemporaneous
oral and written agreements and understandings with respect to the subject
matter hereof.  There are no oral promises,
conditions, representations, understandings, interpretations or terms of any
kind as conditions or inducements to the execution hereof or in effect among
the Parties.  This Agreement may not be
amended, and no provision hereof shall be waived, except by a writing signed by
all of the Parties which states that it is intended to amend or waive a
provision of this Agreement.  Any waiver
of any rights or failure to act in a specific instance shall relate only to
such instance and shall not be construed as an agreement to waive any rights or
fails to act in any other instance, whether or not similar.


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



 16
 






 



transferred
by any Party without the prior written consent of all other Parties.  As used herein, the term “assigned or
transferred” shall include any change in ownership in excess of 20 percent of
any Party or any change in control of any Party.  Except as otherwise provided herein, all
provisions 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 assigns
of any of the parties to this Agreement.


Each
of the Parties shall, and shall cause their affiliates to, use their
commercially reasonable efforts to take as promptly as practicable all action
and to do all things necessary, proper or advisable to negotiate and execute
the 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 all
consents, approvals, waivers and authorizations required under any Contract or
applicable law in connection with the transactions contemplated by this
Agreement.


This
Agreement shall be construed in accordance with and governed by the laws of the
State of New York applicable to contracts executed in and to be performed
solely within the State of New York without giving effect to the conflict of
laws provisions thereof.  Except as
expressly provided above in the “Finalization of Definitive Agreements” Section
regarding the Disputed Agreements, any and all disputes under this Agreement
shall be brought only in the Federal or State Courts located in the State of
New 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.


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


Organization
of GOAT — GOAT has made a valid election (the “Subchapter S Election”) to be
treated as a “small business corporation” pursuant to Section 2553 of the
Internal Revenue Code of 1986, as amended (the “Code”), is duly organized,
validly existing and in good standing under the laws of the state of Virginia
and has full corporate power and authority to conduct its business as and to
the extent now conducted.  True, complete
and accurate copies of the Articles of Incorporation and By-Laws of GOAT, as
amended to date, are attached hereto as Schedule E1.1 (the “Articles”).  GOAT is duly qualified, licensed or admitted
to do business and is in good standing in each jurisdiction in which the
ownership, use or leasing of its assets, or the conduct 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”. 
As used herein the term “Material Adverse Effect” means an effect that
is materially adverse to the business operations of a Party, but shall exclude
any change or development resulting from (i) any change in applicable laws or
interpretations thereof, (ii) changes in interest rates or general
economic 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 which
such Party operates.


Organization
of the Trust — The Trust is a validly constituted trust under
the laws of the State of California and has full power and authority to conduct
its 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 Code
Section 18100.5) which has been validly executed.  The Trust has not been amended since the date
of the certification.  Muhammad Ali and
Yolanda E. Ali are the only trustees of the Trust and Muhammad Ali is the only
beneficiary of the Trust with a present interest therein.


Equity
Interests; Title — The Stock: (i) constitutes all of the issued and
outstanding shares of capital stock of GOAT; (ii) has been duly authorized and
validly issued; 



 20
 






 



(iii)
is fully paid and non-assessable and (iv) was not issued in violation of, and
is 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 or
indirectly that: (a) calls for, requires or contemplates the issuance, sale,
grant or other disposition of any shares of capital stock of GOAT or securities
that are convertible into, or have other rights to acquire, any shares of
capital stock of GOAT; or (b) relates to the voting or control of any of the
shares of capital stock of GOAT.


Ownership
of Other Equities — GOAT does not own, directly or indirectly, any
shares of capital stock or other equity interests (including any option) in or
with 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 any
investment (in the form of a loan, capital contribution or other obligation to
provide funds) in any other Person.


No
Conflicts —The execution and delivery of this Agreement and
the performance of the obligations hereunder, do not and will not (as
applicable): (i) conflict with or result in a violation or breach of any of the
terms, conditions or provisions of any of the organizational documents of the
Trust or the Articles; (ii) conflict with or result in a violation or breach of
any 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 consent
under (or give rise to any right of payment, termination, cancellation or
acceleration under) any of the terms, conditions or provisions of any contract
to which one or more of the Ali Parties is a party.


Governmental
Approvals and Filings — No term or provision of any law or
judicial order applicable to any of the Ali Parties or any of their respective
assets requires any consent, approval or action of, filing with or notice to
any governmental or super-national authority in connection with the execution
or delivery of this Agreement or the consummation of the transactions
contemplated hereby.


Assets
of the Companies; Licenses — (i) GOAT does not have
any material assets other than the Contracts (as defined below), its ownership
of or right to use the Intellectual Property (as defined below), and the
leasehold interest in the Office Building; (ii) the Ali Parties do not conduct
any business similar to the business of GOAT through any entity other than GOAT
and (iii) there is no lien or other encumbrance (other than the Contracts) on
or with respect to any of the assets, including but not limited to the
Intellectual Property.


Financial
Statements — 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 of
operations of 



 21
 






 



GOAT
the fiscal year then ended (the “Financial Statements”).  The Financial Statements were prepared on
cash basis in accordance with past practice and fairly and to the best
knowledge of the Ali Parties accurately present in all material respects the
financial condition and results of operations of GOAT as of the date
thereof.  To the best knowledge of the
Ali Parties, the revenues and expenses set forth in the Financial Statements
constitute all revenues generated and expenses incurred by GOAT on a cash basis
or any other person in connection with the business of GOAT during the period
presented.


Absence
of Changes — Except for the execution and delivery of this
Agreement, since the date of the December 2005 Balance Sheet and except as set
forth on Schedule E1.3 attached hereto, there has not been any Material Adverse
Effect with respect to GOAT or any event or development that, individually or
together with any or all other such events and/or developments, could
reasonably be expected to result in a Material Adverse Effect with respect to
GOAT.  Except as set forth on Schedule
E1.4 attached hereto and except for (i) liabilities expressly and specifically
reflected or reserved against in the respective December 2005 Balance Sheet or
in the notes thereto and (ii) accounts payable, accrued expenses and salaries
and wages payable incurred since December 31, 2005 in the ordinary course of
business and consistent in amount and nature with past practice of GOAT, there
are no material liabilities of, relating to or affecting GOAT.


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


Tax
Matters — For all periods prior to the date hereof GOAT has: (i) duly and
timely filed with each relevant federal, state or local tax authority each tax
return that is required to be filed by such party (except for the Federal and
state income tax returns for the tax year ended December 31, 2005 for which an
extension has been timely filed) and each such return is correct and complete
in all material respects and reflects accurately and fully in all material
respects all revenues and expenses of GOAT for the respective period covered by
such return in accordance with applicable tax laws; (ii) duly and timely paid
in full all taxes due and payable on or prior to the date hereof; (iii) has
properly accrued on its books and records, and disclosed to CKX, a provision
for the payment of all taxes due or claimed to be due or for which such party
otherwise is or may be liable and (iv) has furnished CKX, or provided CKX with
access to, copies of all of the income tax returns filed or tax elections made
by each since December 31, 2001.  None of
the Ali Parties nor GOAT has requested an extension of time within which to
file 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 all
times thereafter through the Closing Date, the Subchapter S Election has been
made by GOAT, and similar elections have been made by GOAT under applicable
state and local law, to the extent permissible.



 22
 






 



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


Compliance
With Laws and Orders — There are no legal or judicial orders outstanding
against any of the Ali Parties and none of the Ali Parties has since, January
1, 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 Ali
Parties has received any notice of any violation of any law or judicial order.


Real
Property — GOAT does not own any real property.  GOAT leases the Office Building pursuant to
the Current Lease; provided, however, GOAT owns the leasehold improvements on
said leased real property.  It is
understood that the improvements will not be transferred to GOAT Acquisition or
GOAT LLC in connection with this transaction. 
The Current Lease is in full force and effect, has not been amended and
constitutes a legal, valid and binding agreement of, enforceable in accordance
with its terms against, the parties thereto, except as enforcement may be
limited by general principles of equity and bankruptcy, insolvency, moratorium
and similar laws affecting creditors’ rights and remedies generally, and none
of the parties to the Lease is in violation or breach of or default under any
the terms of the Lease (or, with notice or lapse of time or both, would be in
violation or breach of or default under any such lease). GOAT: (i) is in
material compliance with all environmental laws (as broadly defined); and (ii)
has not released or transported any hazardous substance (as broadly defined) on
the real property which is the subject of the Lease in violation of any such
environmental laws.  The Lease is the
only agreement of GOAT for the use or occupancy of real property.


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



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


Contracts — Schedules 10
and 11 attached hereto contains a list of the known active written or oral
contracts or other arrangements (true, correct and complete copies, or, if
none, reasonably complete and accurate written descriptions, of which, together
with all amendments and supplements thereto and all waivers of any terms
thereof, have been delivered to CKX prior to the execution of this Agreement)
under which: (i) GOAT is entitled to receive compensation; (ii) by which any
asset of GOAT or the Intellectual Property is restricted other than by the
Subsisting Agreements (each, a “Contract” and collectively, the “Contracts”) or
(iii) or otherwise creates a continuing liability or obligation on behalf of
GOAT other than by the Subsisting Agreements. Each Contract is enforceable in
accordance 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 by
general principles of equity and bankruptcy, insolvency, moratorium and similar
laws affecting creditors’ rights and remedies generally.  Subject to the disclosures made in Schedule
E1.5, neither GOAT nor the Trust, as the case may be, is in violation or breach
of or default under any such Contract (or, with notice or lapse of time or
both, would be in material violation or breach of or default under any such
Contract).  None of the Ali Parties has
received any notice (whether written or oral) from any other party to any
Contract as to the termination or breach of such Contract.


Employees
and Labor Matters — Schedule E1.7 attached hereto is a list, as of
the date hereof of the payroll summary of GOAT which lists all employees who
are 



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employed
either full or part time by GOAT (the “Employees”) and their respective
wage information.  All Employees are
employees at will and GOAT has no material obligations to any such employee for
severance, benefits or other rights.  No
union organizational campaign presently exists with respect to any Employee and
no request or petition for union representation has been filed or made and
there are no collective bargaining contracts covering Employees.


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


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


Disclosure — No
representation or warranty of or by any Ali Party contained in this Agreement
contains any untrue statement of a material fact or omits to state 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.


 



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— EXHIBIT 2 — 

REPRESENTATIONS AND WARRANTIES OF 

CKX AND GOAT ACQUISITION CO. 


Authority
and Enforceability — CKX, GOAT LLC and Acquisition Co. have the full
capacity, power and authority to execute and deliver this Agreement and perform
such parties’ obligations hereunder and this Agreement has been duly and
validly executed and delivered by CKX, Acquisition Co. and GOAT LLC and
constitutes the legal, valid and binding obligation of such party, enforceable
against such party in accordance with the terms hereof and thereof, except as
enforcement may be limited by general principles of equity and bankruptcy,
insolvency, moratorium and similar laws affecting creditors’ rights and
remedies generally.


Organization
of the Companies — CKX and Acquisition Co. are corporations, duly
organized, validly existing and in good standing under the laws of the state of
Delaware and have full corporate power and authority to conduct its business as
and to the extent now conducted.  GOAT
LLC is a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Delaware.  CKX, GOAT LLC and Acquisition Co. are duly
qualified, licensed or admitted to do business and is in good standing in each
jurisdiction in which the ownership, use or leasing of its assets, or the
conduct 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-owned
subsidiary of Acquisition Co., has had no operations since its formation, has
no obligations or liabilities other than its obligations under this Agreement
and is not subject to any liens or encumbrances.  True, complete and accurate copies of the
Certificate of Formation of GOAT LLC and the Operating Agreement have been
delivered to the Ali Parties.


No
Conflicts — The execution and delivery of this Agreement and
the performance of the obligations hereunder, do not and will not (as
applicable): (i) conflict with or result in a violation or breach of any of the
terms, conditions or provisions of any of the organizational documents of CKX,
Acquisition Co. or GOAT LLC or their Certificates of Incorporation, Certificate
of Formation, By-Law or Operating Agreement, as the case may be; (ii) conflict
with or result in a violation or breach of any term or provision of any law or
order applicable to CKX, Acquisition Co. or GOAT LLC; or (iii) result in a
breach of or default under, require notice or consent under (or give rise to
any right of payment, termination, cancellation or acceleration under) any of
the terms, conditions or provisions of any contract or other agreement.



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Governmental
Approvals and Filings — No term or provision of any law or
judicial order applicable to CKX, Acquisition Co. or GOAT LLC or any of their
respective assets requires any consent, approval or action of, filing with or
notice to any governmental authority in connection with the execution or
delivery of this Agreement or the consummation of the transactions contemplated
hereby.


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


Compliance
With Laws and Orders — There are no legal or judicial orders outstanding
against 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 or
regulation applicable to it, its assets or its business or (ii) received any
notice of any violation of material any law or judicial order.


Brokers/Finders — No broker,
finder, broker-dealer, investment banker, financial advisor or other person has
acted on behalf of any of CKX, Acquisition Co. or GOAT LLC in connection with
this Agreement and the transactions contemplated hereby and no broker, finder
or 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 the
transactions contemplated hereby based upon arrangements made by or on behalf
of CKX, Acquisition Co. or GOAT LLC.


Disclosure — No
representation or warranty of or by CKX, Acquisition Co. or GOAT LLC contained
in this Agreement contains any untrue statement of a material fact or omits to
state 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.


 



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