IN THE CIRCUIT COURT OF THE FIFTEENTH JUDICIAL CIRCUIT, IN AND FOR PALM BEACH COUNTY, FLORIDA CASE NO.

FREEDOM SOCCER, LLC and MAGICTALK SOCCER CLUB, LLC, Plaintiffs, v. WOMEN'S SOCCER, LLC, Defendant. ----------------------------~/ DECLARATION OF LOUIS S. EDERER IN SUPPORT OF PLAINTIFFS' MOTION TO ENFORCE THE PARTIES' SETTLEMENT AGREEMENT AND FOR OTHER RELIEF 1. I am a member of the firm of Arnold & Porter LLP, attorneys for Plaintiffs in the 502011 CA 018214 AI

above action. I submit this Declaration in support of Plaintiffs' Motion to Enforce the Parties' Settlement Agreement and For Other Relief. PROCEDURAL HISTORY 2. Plaintiffs commenced this action on November 18, 2011, by filing a Complaint

for Specific Performance and for Declaratory Judgment with respect to Defendant's October 25, 2011 termination of Plaintiffs' membership interest in Defendant's women's professional soccer league. At the same time, Plaintiffs filed a Verified Motion for Temporary Injunction and To Compel Contractual Dispute Resolution Procedures and Arbitration, seeking reinstatement in Defendant's league during the pendency of the parties' underlying dispute, in time to be able to participate in the 2012 playing season.

22039056.1

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3.

On November 21,2011, Defendant moved this Court to dismiss Plaintiffs'

Complaint on the grounds of improper venue and failure to state a claim. By Decision and Order dated November 30, 2011, the Court denied this motion, and set a date for the hearing of Plaintiffs' Motion for Injunctive and Other Relief on December 16,2011. 4. On or about November 22,2011, Defendant filed an opposition to Plaintiffs'

motion. Such opposition, which consisted of a 40 page brief and dozens of exhibits, was little more than a personal attack on Plaintiffs' principal, Daniel Borislow. 5. On or about December 14, 2011, in response to a supplemental brief submitted by

Plaintiffs, Defendant submitted a 63 page supplemental opposition brief, with dozens more exhibits, once again, largely consisting of a personal attack on Mr. Borislow. Included among Defendant's exhibits were numerous non-public, internal e-mail exchanges between Plaintiffs and Defendant. Many of these non-public e-mails were published by the media, which has been following this proceeding closely. 6. In their submissions to the Court, Plaintiffs have taken the position that the

underlying merits of the parties' disputes were not to be decided by this Court. According to Plaintiffs, then, Defendant's strategy of attacking and disparaging Mr. Borislow personally, and trying to show that he is a "bad guy", was irrelevant to the issues before this Court. Plaintiffs further indicated that to the extent Defendant intended to continue to pursue this strategy, Plaintiffs would move in limine to exclude such evidence from the record. Defendant, on the other hand, tried to justify this strategy on the pretext that these personal attacks on Mr. Borislow went to Defendant's "unclean hands" defense. 7. On December 16, 2011, the Court conducted a hearing on Plaintiffs' injunction

motion. At the outset of the hearing, Plaintiffs moved in limine to exclude any evidence

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Defendant attempted to proffer that consisted of personal attacks on Mr. Borislow. Plaintiffs argued that to the extent such evidence went to the parties' underlying dispute, it was irrelevant to this proceeding. Defendant opposed Plaintiffs' application, once again arguing that such evidence was relevant to the issue of unclean hands. The Court reserved decision on Plaintiffs' motion. (Ir. vol. 1, 11:12-17; 31: 17-39:19, Dec. 16,2011). 8. At the December 16,2011 hearing, during the cross examination ofMr. Borislow,

Defendant attempted to offer evidence, in the guise of demonstrating its grounds for terminating Plaintiffs' membership in Defendant's league, consisting of Mr. Borislow's purported misconduct that led to such termination. Plaintiffs continued to object to the admission of this evidence on grounds of relevance, arguing to the Court that Defendant's strategy was, quite clearly, to disparage Mr. Borislow and cast him in a negative light, all in a public forum. At the end of that day's session, the Court directed that the hearing would resume on January 5 and 6, 2012, starting with the continued cross examination of Mr. Borislow. (Tr, vol. 2,240:7-240:16; 247:1-247:21; 258:3-259:13; 264:3-265:1; 282:6-282:11; 284:2-284:6; 284:22-285:2, Dec. 16, 2011). 9. On January 4,2012, the day before the continued hearing, in a bizarre reversal of

position, Defendant filed a brief in which it argued for the first time that the Court should not hear any evidence concerning the merits of the parties' underlying relationship, but instead should focus solely on the legal issue raised by Plaintiffs' motion, namely, Plaintiffs' underlying claim that they were entitled to engage in the agreed dispute resolution procedures set out the parties' LLC and Operating Agreements before being terminated. 10. As a consequence, at the outset of the hearing on January 5, 2012, Plaintiffs

renewed their motion in limine to prevent Defendant from continuing to offer evidence of Mr.

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Borislow's purported misconduct, and to otherwise personally attack and disparage him. After hearing argument on these issues, the Court granted Plaintiffs' motion in limine. 11. The Court then went on to hear legal argument on the contract issues presented by

Plaintiffs and, in particular, Plaintiffs' position that Defendant had violated the parties' agreements by terminating Plaintiffs' membership interest without first engaging in the required dispute resolution procedures. After hearing argument on that issue, the Court directed the parties to submit proposed orders. (Tr. 111:11-111:19, Jan. 5,2012). 12. On January 9,2012, the Court held a telephone conference with counsel, and

indicated that it intended to issue an order in Plaintiffs' favor with respect to the legal issue argued to the Court on January 5. (Tr. 13:4-13:12, Jan. 9,2012). The Court also indicated,

however, that it was prepared to allow Defendant to present evidence with respect to the temporary injunctive relief Plaintiffs were seeking, in a limited four hour hearing to be held on January 18,2012. (Tr. 13:18-14:8, Jan. 9, 2012). Later that day, the Court issued an Order

holding that Plaintiffs were likely to succeed on the merits of their claim for specific performance of the dispute resolution procedures set out in the parties' agreements. this Order is attached as Exhibit A. 13. The next, day, on January 10,2012, Mr. Borislow received an e-mail sent by one A copy of

of the team owners in Defendant's league to the other owners. The e-mail states, in part: "given all the circumstances that WPS presently faces, all 6 owners need to indicate if we as individuals representing our respective franchises will be fielding a team in the league for 2012. Similarly, given all the circumstances that WPS presently faces, are the officers at WPS continuing on as employees of WPS?". A copy of this e-mail is attached as Exhibit B.

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14.

On January 11,2012, in light of the Court's January 9 Order, the undersigned sent

a letter to Defendant's attorney requesting that the parties proceed with the first step of the contractually required dispute resolution procedures, namely, the "good faith negotiation" of the parties' dispute concerning Defendant's termination of Plaintiffs' membership interest, such proceeding to be held on January 19,2012, the day after the continued hearing. A copy of this letter is attached as Exhibit C. 15. The same day, January 11,2012, attorney Joseph Ianno, Esq., counsel for the

Plaintiffs, sent a letter to Defendant's counsel, Jill Berman, Esq., demanding under Section 772.11 of the Florida Statutes that Defendant return Plaintiffs' escrow monies being held by Defendant, which Defendant had refused to return to Plaintiffs despite demand. A copy of this letter is attached as Exhibit D. THE SETTLEMENT AGREEMENT 16. On January 16,2012, while the undersigned was preparing for the hearing on

January 18, I was contacted by Ms. Berman, counsel for Defendant, who asked if I was aware that the parties' principals had been engaged in settlement discussions. I subsequently confirmed

that this was the case, and asked Ms. Berman to provide me with a list of key terms of settlement that Defendant was proposing. Later that day, I received a list of proposed settlement terms from Ms. Berman, to which I responded with comments and proposed revisions. 17. Having received nothing further from Ms. Berman, I traveled to Florida on

January 17 to engage in final preparations for the January 18 hearing. That evening, at 8: 10 PM, counsel for Defendant, David Ackerman, Esq., sent me a response to Plaintiffs' comments on the proposed settlement terms. Defendant's response was not acceptable to Plaintiffs, and it appeared settlement discussions were at an end.

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18.

However, at 6:00 AM the next morning, I learned that after 10:00 PM on January

17, Defendant's representative, Fitz Johnson, had been in further contact with Plaintiffs' principal, and that the parties had worked into the night and negotiated agreed settlement terms. The parties had also resolved to meet at the courthouse at 9:30 AM on January 18, prior to the hearing, to finalize the settlement terms in writing. 19. On the morning of January 18,2011, I met with Defendant's counsel, Ms. Fulmer

and Mr. Ackerman, and its principal, Ms. O'Sullivan, and together we prepared a comprehensive written list of final settlement terms, encompassing every aspect of the parties' settlement. Mr. Ackerman then e-mailed the written terms to me at 10:08 AM, twenty minutes before the hearing. A copy of his e-mail with agreed settlement terms will be provided to the Court for in camera inspection, in view of the fact that the agreement provides for confidentiality. Among

other things, however, the settlement terms provide for: (a) the playing of certain exhibition soccer matches between Plaintiffs' team and Defendant's teams in 2012 and 2013; (b) a "no disparagement" clause, which was included at Defendant's insistence; (c) Defendant's right to cease operations in 2012 and/or 2013 without breaching the settlement agreement; and (d) the distribution of Plaintiffs' escrow bond. 20. During the meeting of counsel on the morning of January 18, I specifically

informed Defendant's counsel, and Ms. O'Sullivan, that Plaintiffs were not prepared to report to the Court that the parties had reached a settlement unless there was, in fact, a final settlement. When Defendant's counsel indicated that the settlement would have to be subject to the execution of a full settlement agreement, I indicated that Plaintiffs would not agree to this, as Plaintiffs did not want Defendant to use this as an excuse to evade the settlement. Instead, Plaintiffs insisted that the settlement terms include a provision that if the parties could not agree

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on certain language in the full settlement agreement, the final language would be determined by an agreed mediator or special master. Defendants' counsel, and Ms. O'Sullivan, agreed to this. 21. During this same meeting, I also informed Defendant's counsel, and Ms.

O'Sullivan, that in order to make clear that this was a final settlement, to be effective immediately, Plaintiffs required that the key terms of settlement be read into the Court record, once again so that Defendant could not later take the position that the settlement was not final. Defendant agreed, and certain non-confidential portions of the settlement terms were then read into the record. In addition, the Court was informed that other terms had been agreed to, and were memorialized in a written term sheet that the parties had agreed upon and exchanged that morning, but were not being read into the record due to their confidentiality. 17:22-18:4, Jan. 18,2012). 22. During this same meeting, Defendant's counsel further informed me that only (Tr. 8:18-14:3;

three of Defendant's five board members had approved the settlement, and Defendant required approval of the other two before the settlement could be considered final and effective. Once again, I made clear to Defendant's counsel, and Ms. O'Sullivan, that Plaintiffs would not agree to any settlement that was subject to the approval of the other board members. Defendant's counsel assured me that Defendant would not take that position. This aspect of the settlement agreement was also put on the record during the hearing. (Tr. 13:10-14:5, Jan. 18,2012). 23. During the settlement discussions on January 18, both parties acknowledged that

since the parties' settlement involved playing competitive soccer matches, the United States Soccer Federation ("Federation") may have rules that govern the parties' ability to play such matches. It was therefore agreed, to ensure that any settlement would be final and effective, that, first, the parties would enter into a final signed settlement agreement by January 20, 2012, and

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thereafter the parties would submit their settlement to the Federation to obtain any approvals that may be necessary. Once again, it was made clear that the effectiveness of the settlement was not dependent on Federation approval, to the extent such approval was even needed, but rather, simply, that the parties would proceed expeditiously to obtain whatever approvals may be needed. The foregoing was also reported to the Court on the record on January 18. (Tr. 8: 14-17, Jan. 18,2012). 24. In this regard, it is important to note that, on the morning of January 18, 2012,

neither Plaintiffs nor Defendant knew whether, or to what extent, Federation approval would be needed for any aspect of the parties' settlement. However, since the goal was to expeditiously obtain whatever Federation approval might be needed, the parties decided to keep the matter on for a continued Court hearing on February 1,2012, in order to give the Federation an impetus to promptly issue any such approvals. (Tr. 14:6-12, Jan. 18,2012). It was not, however,

anticipated that a continued hearing would be needed, since the parties had agreed to a final settlement. 25. All of the foregoing was reported to the Court on the public record on the Once again, the purpose of placing the settlement on the record,

morning of January 18,2012.

which was at Plaintiffs' insistence, was to confirm that the settlement was final, so that Defendant could not later take the position that any aspect of settlement was left open. Further, while the Court was informed that the parties intended to submit their final settlement agreement to the Federation for any approval that might be necessary, there was no indication that the effectiveness of the settlement was in any way contingent on such approval, as it was not. 26. Following the hearing on January 18,2012, Defendant's counsel, Ms. Fulmer,

represented to me that she would deliver a first draft of the full settlement agreement the next

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day, January 19,2012, so that the parties could keep their commitment to sign a full settlement agreement by January 20, 2012, and thereafter approach the Federation. On several occasions after January 18,2012, I asked Ms. Fulmer to provide me with the draft settlement agreement she had promised to deliver to me by January 19. While she indicated several times that she would do so, she never did, ignoring the parties' stipulation, as stated on the record, that they would execute a full settlement agreement by January 20, 2012. DEFENDANT'S BREACH OF THE SETTLEMENT AGREEMENT 27. On January 19,2012, Plaintiffs' principal, Mr. Borislow learned that a player he

was hoping to sign for his team, was being told by one of Defendant's teams that Plaintiffs' team "will not be approved by U.S. Soccer and will not go ahead", and she should sign with that team. A copy ofa January 19,2012 e-mail reflecting that communication is attached as Exhibit E. 28. On or about January 20,2012, the undersigned made an initial contact with Lisa

Levine, Esq., General Counsel for the Federation. At that time, I reported to Ms. Levine, in general terms, the parties' agreement to play certain exhibition matches as part of the settlement of their dispute, and asked her whether any Federation approval would be necessary. Ms. Levine indicated to me that the Federation did not need to approve the playing of these matches. The only issue the Federation might have, according to Ms. Levine, would involve a team's participation in those matches with members of the United States Women's National Team ("WNT"), with whom the Federation had a collective bargaining agreement that apparently addressed such issues. I subsequently learned that this restriction applied to the participation of five (5) or more members on one team. Once again, however, Ms. Levine stressed that Federation approval was not required in order for the parties to play their contemplated exhibition matches.

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29.

On January 23, 2012, in an effort to address the issues Ms. Levine had alluded to

regarding the WNT players' participation in the parties' exhibition matches, Ms. Fulmer and I submitted ajoint letter to Ms. Levine outlining the matches the parties had agreed to play. We further indicated that for purposes of playing these matches, Plaintiffs presently intended to affiliate with a local Florida state soccer association. We then asked whether the Federation would approve the participation of WNT players under these circumstances. 30. On January 25,2012, Ms. Levine advised me by phone that the Federation would

not waive the collective bargaining agreement's restriction on the number WNT players who could participate in the parties' exhibition matches if Plaintiffs were to affiliate with a local Florida state soccer association. She stated that Defendant had also been so informed in a separate telephone call. She further indicated that if Plaintiffs were to affiliate with a professional soccer league sanctioned by the Federation, such as Defendant, the Federation would consider waiving the limitation on the WNT players' participation. 31. Later, on the evening of January 25, 2012, I had a discussion with Ms. Fulmer

about the possibility that Plaintiffs would affiliate with Defendant solely for the purpose of addressing the Federation's concerns. I explained to Ms. Fulmer that this would not involve any change in the settlement terms already agreed to and made final. Ms. Fulmer indicated she would discuss this issue with her client and get back to me. I also asked Ms. Fulmer, once again, to provide me with the long-awaited draft settlement agreement, which she said she would do. 32. On January 26, 2012, the day the parties were to attend on a status conference call

with the Court, I spoke with Ms. Levine again and asked her whether, as an alternative to affiliating with Defendant, the Federation would agree to waive the restriction on WNT player participation if Plaintiffs were to affiliate with one of the two other women's soccer leagues

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sanctioned by the Federation, the W League of the United Soccer Leagues, or the WPSL. Ms. Levine said she would take this up with Federation officials and get back to me. 33. That same day, January 26, 2012, while in transit to the West Coast for a court

appearance in another matter, I received a voicemail from Ms. Fulmer. I tried to return Ms. Fulmer's call prior to my court appearance, but she did not answer the call. I subsequently noted that Ms. Fulmer had sent me an e-mail stating that "we will need to reconvene in Florida next week". A copy of Ms. Fulmer's January 26, 2012 email to me is attached hereto as Exhibit F. Later that day, I tried to call Ms. Fulmer back to find out what she meant by her e-mail, but she did not answer my call. 34. In view of my court appearance on the West Coast, I could not attend on the

January 26 status call with the Court, so I asked my co-counsels, Mssrs. lanno and Rosenberg, to advise the Court that the parties were still working on obtaining any needed approvals from the Federation, and that discussions with the Federation were ongoing. From the transcript of the conference, it appears that is what Mr. Rosenberg did, describing the discussions with the Federation as "ongoing", and that "at this point" the parties had not received approval. (Tr. 4: 17; 5:10, Jan. 26,2012). The Court appears to have understood that the process was ongoing, as it

offered to continue the hearing date while such discussions with the Federation continued and were concluded. (Tr. 5:21-6:3, Jan. 26, 2012). 35. Subsequently, on Friday, January 27,2012, I contacted Ms. Levine by phone and

asked if she was in a position to respond to the inquiry I had made on January 26. Ms. Levine told me that the Federation officials she needed to speak with were in Canada attending the WNT's qualifying matches for the 2012 Olympics, and therefore she would not be able to get

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back to me until Monday, January 30. I asked her to get back to me no later than January 30, which she said she would. 36. Thereafter, on Monday, January 30, 2012, I was informed, early in the day, that

the press was reporting that Defendant had announced it was suspending operations for the 2012 season, and, in addition, was publicly blaming Plaintiffs, Mr. Borislow, and this lawsuit for having caused it to make that decision. Later that day, Defendant issued a press release to this effect, and conducted a live press conference with reporters in which its representatives, Ms. Jennifer O'Sullivan and Mr. Fitz Johnson, not only publicly blamed Mr. Borislow and this lawsuit for the Defendant's decision to suspend operations, but also repeatedly spoke about Mr. Borislow in negative terms, and blamed him and his alleged misconduct for putting the league in the position it was in. A copy of Defendant's January 30,2012 press release is attached hereto as Exhibit G, and the transcript of the press conference is attached hereto as Exhibit H. 37. Not surprisingly, Defendant's public relations strategy spawned dozens of articles

that day, January 30, 2012, and in the following days, in print publications and on the Internet, about Defendant's announcement. Many of them noted that Defendant had pointed the finger at

Plaintiffs and cited Mr. Borislow's purported misconduct, and the expense of this legal proceeding, as the reasons why Defendant had suspended its operations. Examples of these articles are attached hereto as Exhibit I. 38. Certain of the articles that appeared in the press on January 30 and thereafter also

contained quotes and interviews with team owners in Defendant's league. Once again, the owners publicly blamed Plaintiffs, this lawsuit, and Mr. Borislow's conduct as the reason for the league's decision to suspend operations. In one such article, however, Thomas Hofstetter, owner of the New Jersey franchise, also conceded that Defendant's decision was based on the league's

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poor economic prospects for 2012. A copy of this article is attached hereto as Exhibit J. Ms. O'Sullivan, Defendant's CEO, also said as much during her question and answer session with the press on January 30. Exhibit H. Then, in yet another article that appeared on February 2, 2012, one of Defendant's other team owners, David Halstead, stated: More than the threat of litigation, Halstead said there were a number of changes that needed to be made to WPS' overall business model. "I wouldn't say tweaks. 1 would say overhauls," he said. "We had fairly obvious business model changes that needed to be made." "I think that we need to put some great emphasis on the U.S. Soccer Federation, the (collective bargaining agreement), the players union relationship. We need to rebuild some models, budgets need to be based on realistic sponsorship and ticket sales." William Bretherton, WPS' Unrest Not Limited to Pending Suit, THEMARIETTA DAILY JOURNAL, eb. 2,2012, attached hereto as Exhibit K. Mr. Halstead made similar F statements in an e-mail he posted on his team's website on January 30, 2012, a copy of which is attached hereto as Exhibit L. 39. Attached hereto as Exhibit M are document requests and deposition notices

***

directed to Defendant, limited to the issues raised on this motion. In addition to the deposition notices attached, Plaintiffs may seek a commission from this Court to take the deposition of other owners of Defendant's teams. Attached as Exhibit N is the transcript of the January 31, 2012 hearing on Plaintiffs' Motion to Suspend the February 1,2013 hearing on Plaintiffs' motion for injunctive relief, in which Plaintiffs informed the Court that they would be moving to enforce the settlement agreement.

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Under penalties of perjury, I declare that I have read the foregoing document and that the facts stated in it are true.

~~

LOUIS S. EDERER

IN THE CIRClliT COURT OF THE FIFfEENTII JUDICIAL CIRCUIT, [N AND FOR PALM BEACH COUNTY, FLORIDA CASE NO. 2011 CA018214(AI) FREEDOM SOCCER, LLC and MAGICT ALK SOCCER CLUB, LLC, Plaintiffs, v. WOMEN'S SOCCER, LLC, Defendant.

--------------------~--~/

.

ORDER ON PLAINTIFFS' VERIFlED MOTION FOR TEMPORARY INJUNCTION AND TO COMPEL CONTRACfUAL DISPUTE RESOLUTION PROCEDURES AND ARBITRATION

Tms CAUSE came before the Court on December 16, 2011 and January 5,2012 for an evidentiary hearing on Plaintiffs' Verified Motion for Temporary Injunction and to Compel Dispute Resolution and Arbitration, and the Court having heard argument of counsel, testimony of witnesses and being otherwise fully advised in the premises, determines as follows: 1. On November 18,2011, Plaintiffs Freedom Soccer, LLC and magicTaIk Soccer

Club, LLC (hereafter collectively "Plaintiffs" or "the Team") filed a Complaint in this Court asserting causes of action for specific performance and declaratory judgment arising out of a
purported October 25, 2011 termination of their membership interest in Defendant Women's

Soccer, LLC ("hereafter "Defendant" or "the League"). Plaintiffs claimed that such termination
violated the parties' Operating Agreement and LLC Agreement, and, in particular, that such

termination was effectuated without the League's decision to terminate the Team having first been submitted to the dispute resolution procedures set out in Article 12 of the LLC Agreement and Article 13.1(c) of the Operating Agreement (the "Dispute Resolution Procedures"); and

EXHIBIT

·1

A

2.

Plaintiffs having simultaneously filed in this Court a Verified Motion for

Temporary Injunction and to Compel Contractual Dispute Resolution Procedures and Arbitration (hereafter "Motion for Temporary Injunction"), seeking, inter alia. temporary injunctive relief restoring the Team to its position as a member of the League while the parties engage in the Dispute Resolution Procedures, on the grounds that if such relief were not granted, the Team would suffer immediate and irreparable harm and there would be no adequate remedy at law; and 3. The Court, on December 16, 2011 and January 5, 2012, having heard testimony of

witnesses and argument of counsel concerning Plaintiffs' Motion for Temporary Injunction, has determined as follows: (a) The parties' relationship, and, accordingly, this action, is governed by the Second

Amended and Restated Limited Liability Company Agreement of Women's Soccer, LLC, Plaintiffs Exhibit 41 (hereinafter "Px"), and Operating Agreement of Women's Soccer, LLC, Px 42.
(b)
On

October 25,2011, the Board of Governors of Defendant Women's Soccer,

LLC held a special meeting at which they made a decision to terminate Plaintiff's

membership in Women's Soccer, LLC. Thereafter, by letter dated October 25, 2011, the
League issued a Notice of Termination of the Team's membership interest in the League, purportedly pursuant to Section 13 of the Operating Agreement, Px 42. (c) That none of the Dispute Resolution Procedures were performed prior to the

League's issuance of the Notice of Termination 4. The Court has further reviewed the applicable contract provisions in Px 41 and Px

42, and has heard and considered the arguments of counsel for the parties with respect to the interpretation of such provisions. Based on the foregoing, the Court finds as follows:

2

(a)

This dispute concerns a purported termination of Plaintiffs' membership interests

in the League pursuant to Section 13 of the Operating Agreement, Px 42. While the parties dispute the merits of the temrination, and the events that took place prior to the League's decision to terminate the Team's membership interest, the determination of the merits of the underlying disputes between the parties leading up to the purported termination, and whether the . termination was proper, are not within the province of this Court, and do not affect the Court's decision whether Plaintiffs are entitled to the injunctive relief sought in this action. , (b) Plaintiffs

assert that pursuant to the relevant sections of the LLC Agreement and

the Operating Agreement, including, without limitation. Section 13.3(d) of the Operating Agreement, Px 42, that once the Board of Governors made a decision to terminate the Team's membership interest in the League, Plaintiffs were entitled to engage in all steps of the Dispute Resolution Procedures set out in Article 12 of the LLC Agreement, Px 41, before any purported termination could take effect.

The Court, having reviewed all relevant provisions of the
I

Agreements, agrees with Plaintiffs' position with respect to the provisions of Agreements. (c)

The Court further finds that the Agreements at issue are clear and unambiguous

and do not require the resort to parol evidence to determine their meaning or intent. (d) In particular, Section 13.3(d) of the Operating Agreement, Px 42, entitled

"Decisions Subject to Arbitration", clearly and unambiguously provides that "any decision by the Board of Governors to terminate this Agreement shall be subject to arbitration in accordance with the procedures described in Article XII of the LLC Agreement". Other provisions of

Section 13, on the other hand, provide for various procedures in the event of a "termination", as opposed to a "decision to terminate", the Janguage which appears in Section 13.3(d) (see, e.g.,

I Defendant claims that the dispute resolution procedure process set forth in Section 13.3( d) of the Operating Agreement is in effect an "appeal" from a termination. The Court disagrees with Defendant's interpretation.

3

Section 13.3(a) and (b»). In addition, Section 13.3(d) is a mandatory clause, using the words "shall be subject to arbitration" in reference to any "decision to terminate" a team' s membership interest by the Board of Governors. (e) Both parties agree that the Agreements in question must be read in their totality,

and the Court finds that when reading the agreements as a whole, it is clear the Agreements provide that any decision by the Board of Governors to terminate a team's membership interest is mandatorily subject to the Dispute Resolution Procedures set out ill Article 12 of the LLC Agreement prior to any such decision to terminate being effectuated by the League. While Defendant claims that such a construction and interpretation of the Agreements could lead to absurd results, the Court finds that procedures set forth in Article 12.01(c) of the LLC Agreement are mutual and provide that either party to the LLC Agreement may bring an action in Court seeking injunctive or other provisional relief to prevent immediate and irreparable harm, so that this provision provides a remedy to the Defendant, just as it does to the Plaintiffs, to prevent irreparable harm while the Article 12 Dispute Resolution Procedures with respect to any decision by the League to terminate a team's membership interest are ongoing. 5. Therefore, in light of the foregoing, the Court makes the following findings of

fact and conclusions oflaw: (a) Likelihood of Success on the Merits

The Court finds that Plaintiffs have met their burden of establishing that they have a substantial likelihood of success on the merits of their claims, and a clear legal right to the relief requested, as it is clear from the Agreements that all steps of the Dispute Resolution Procedures are required before any decision to terminate the Team's membership interest in the League can
be

effectuated.

In making this finding, the Court is not making any determination as to the

4

underlying interpretation

merits

of the parties' dispute;

rather,

the Court

is convinced

that Plaintiffs failed to

and construction Resolution

of the parties' Agreements Procedures,

is correct, and thar Defendant did not engage

follow the Dispute Resolution Procedures

and, in particular,

in all Dispute

set out in Article 12 of the LLC Agreement after it reached its decision to

terminate the Team, and prior to the issuance of the October 25,2011 Notice ofTennination.
(b) Irreparable Ham provides that irreparable harm has not been performed

As set forth above, Section 13.11 of the LLC Agreement will result in the event any provision accordance with its terms. of the LLC Agreement

in

While Plaintiffs claim that this element of injunctive
and is presumed,

relief has been

met by virtue of the parties' Agreement, to the irreparable irreparable harm. (c)

Defendant seeks to present evidence as The Court will reserve on the issue of

harm to be suffered by Plaintiffs.

NQ Adequate Remedy at Law

Similarly, the Court will reserve on the issue of no adequate remedy at law.

(d)

Public interest

The Court will reserve on the issue of public interest.
(e)

Bond amount

The Court will reserve on the amount of a bond. Based on this Court's findings, this matter is hereby scheduled for a four (4) hour Such

evidentiary hearing solely on those issues on which the Court has reserved determination,

5

hearing shall be set on January 18th at 10:30 a.m.

DONE AND ORDERED in Chambers, West Palm Beach, Palm Beach County, Florida
this 9th day of January, 2012.

MEENU ~~
Circuit

Ju ge

SER

Copies furnished to:
Joseph Ianno, Jr., Esq. Charles M. Rosenberg, Esq. Carlton Fields, P.A. 525 Okeechobee Boulevard Suite 1200 West Palm Beach, FL 33401. Louis S. Ederer, Esq. Arnold & Porter LLP 399 Park Avenue New York, NY 10022-4690
Jill Nexon Berman, Esq. Bennan Rennert Bogel & Mandler P.A.

2900 Miami Tower 100 SE Second Street Miami, FL 33131 Pamela Fulmer, Esq.
SNR Denton US LLP

525 Market Street 26th Floor San Francisco, CA 94105-2708 David I. Ackerman, Esq. SNR Denton US LLP 130 I K Street NW Suite 600 East Washington, D.C. 20005

6

From: jsahlen@aol.com Date: Tue, 10 Jan 2012 07:20:58 -0500 (EST) To: <fitz@theatlantabeatcom>; <david.halstead@wpsphillyindependence.com>; <dborislow@aol,com>; <mstoller@comcast.net>; <thofstetter@skybluesoccer.com>; <jennifer.osullivan@womensprosoccer,com>; <kristiria.hentschel@womensprosoccer.com> Cc: <AARANLlNES@HOTMAIL.COM> Subject: WPS 2012 All, In fairness to ourselves, our employees, players, corporate partners and fans, given .§!Lthe circumstances that WPS presently faces, all 6 owners need to indicate if we as individuals representing our respective franchises will be fielding a team in the league for 2012. Similarly, given all the circumstances that WPS presently faces, are the ~fficers of WPS continuing on as employees of WPS? Due to the scheduled college draft on 1/13/12, committment or lack of prior to that date. I would ask that each individual indicates their

The WNY Flash is committed to participating in WPS in 2012. Sincerely, Joseph E. Sahlen Owner, Western New York Flash

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ARNOLD & PORTER LLP

Louis S. Ederer Louls.Ederer@aporter.com +1212.715.1102 +1212.715.1399 Fax

399 Park Avenue New York, NY 10022-4690

January 11,2012 CONFIDENTIAL -VIA E-MAIL Pamela K. Fulmer, Esq. SNR Denton US LLP 525 Market Street, 26th Floor San Francisco, CA 94105-2708 Re: Freedom Soccer, LLC and magicTalk Soccer Club, LLC, v. Women's Soccer, LLC, Case No.: 2011 ca 018214

Dear Ms. Fulmer: On behalf of the Plaintiffs in the above action, and in light of the Court's January 9, 2012 Order, we hereby request that pursuant to Section 12.01(a) of the parties' LLC Agreement, the parties proceed with the negotiation of their Dispute concerning the improper termination of our clients' membership interest in the Defendant, and our clients' claims for relief with respect thereto, Our clients are prepared to meet with representatives of the Defendant at the offices of Carlton Fields, CityPlace Tower, 525 Okeechobee Boulevard, Suite 1200, West Palm Beach, Florida, at 9:30 a.m. on January 19,2012. Please confirm that your client's representatives will attend at that time. The foregoing is without prejudice to any rights, remedies andlor positions of our clients with respect to the subject matter of this letter, including their position in the above action, all of which are expressly reserved. Yours truly, ARNOLD & PORTER LLP

By:

~rer cc: Mr. Daniel Borislow Joseph lanno, Jr., Esq. Charles Rosenberg, Esq. David I. Ackerman, Esq. Jill Nexon Berman, Esq. Ms. Jennifer O'Sullivan

if

Lf&EXHIBIT

55186839vl

c

CARLTON
Joseph ianno,Jr.
561.650.8008 direct jionllOOcarltonn.lduxlIn

FIELDS
ATTORNEYS AT LAW

ATLANTA MIAMI ORLANDO ST. PETERSBURG TALlAHASSEE TAMPA WEST PALM BEACH CityPlaco Tower S25 Okeechobee Bovlevard, Suil. 1200 Wesl Palm Beach. Florida 33401-6350 P.O. Sox 150 W •• t Palm Beach. Florida 33402·0150 S61.~S9.7070 561.659.7368 lox

January 11,2012 Ms. Jennifer O'Sullivan c/o Jill Nexon Berman, Esq. Berman Rennert Vogel & Mandler 100 SE 2nd Street, Suite 2900 Miami, FL 33131-2119 Re: Freedom Soccer, LLC and magicTalk Soccer Club, LLC,

www.corltonfield,.com

VIA EMAIL & U.S. MAIL

Dear Ms. O'Sullivan: This firm represents Freedom Soccer, LLC and magicT alk Soccer Club, LLC (the "Team) with respect to the recovery of monies owed to the Team. As you know, Women's Soccer, LLC (the "League") is presently holding escrow monies paid by the Team to the League, in the amount of $150,000.00, which amount the League has refused to repay to the Team despite the fact that such money is presently due and owing, and the Team's due demand therefore. Accordingly, pursuant to section 772.11, Florida Statutes (2004), you have 30 days from receipt of. this letter to tender payment to the Team for three times the amount owed, for a grand total of $450,000.00 We have been authorized to file a civil action against you for $450,000.00, plus any court costs and reasonable attorney's fees. If you pay $450,000.00 in full to the Team within the 3O-day period provided, you will be given a written release from further civil liability deriving from the amount claimed in this letter. You may forward your payment directly to this office on behalf of the Team.

1t
cc: Louis S. Ederer, Esq. (via email) Charles Rosenberg, Esq. (via email) Pamela K. Fulmer, Esq. (via email) David I. Ackerman, Esq. (via email)
21789710.1

Sincerely,

IOOOO'~~

EXHIBIT

lJ

From: aaranlines@hotmail.com To: Subject: RE: Thank you Aaran Date: Thu, 19 Jan 2012 14:44:39 +0000 It has been a pleasure from my end up until reading this email this morning. When I commit to a player verbally the deal is done as far as I am concerned. When you verbally committed to us during the WPS draft I went out and drafted 3 offensive players because you gave me your word. Very disappointingl l On your side of things, you clearly didn't do your due diligence regarding the MagicJackteam. This team will not be approved by US Soccer and will not go ahead. I have heard very good things about you as a person and am hoping that we can move forward from this situation and have a successful 2012 season. Please have the contract back to me by the end of today. If you have any questions or problems please reach out to me. Thanks
Aaran Unes Western New York Flash Head Coach

716-65~-7529
www.sahlensportspark.com www·wnyflash.com

EXHIBIT

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f

From: Fulmer, Pam [mailto:pam.fulmer@snrdenton.com]

Sent: Thursday, January 26, 2012 3:21 PM
To: Ederer, Louis S. Subject: Follow-Up Lou, Sorry I missed you. I was calling to say that we will need to reconvene next week in Florida. Wanted you to know before the call with the Judge. Thank you. Pan
Pam Fulmer SNR Denton US LLP 0+14158820149 parn.fulmer@snrdenton.com snrdenton.com

SNR Denton is the collective trade name for an intemationallegal practice. This email may be confidential and protected by legal privilege. If you are not the intended recipient. disclosure, copying, distribution and use are prohibited; please notify us immediately and delete this copy from your system. Please see snrdenton.com for Legal Notices, including IRS Circular 230 Notice.

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Women's Professional Soccer :: WPS Suspends 2012 Season

WPS Suspends Play for 2012 Season
by \NPS - Communications 01/30/2012 - 01:00 p.m.

Women's Professional Soccer (WPS) announced today that its Board of Governors has voted to suspend the 2012 season to permit the League to focus on the resolution of certain pending legal issues and the challenges that now face the League as a result of its ongoing dispute with a former owner. "We are proud of what the League has accomplished in the first three seasons, but we do recognize the necessity to resolve our existing legal and operational issues so that we can continue to support and grow WPS the right way," said Sky Blue FC Owner Thomas Hofstetter. "This was a very difficult decision. but one we as owners feel is the best business decision for the League at this time." The Board voted on Monday morning to suspend the 2012 season. Over the last year the league has faced significant challenges, including a lengthy and expensive legal battle with a former owner. The litigation has diverted resources from investment in the league and has forced the Board to take action, suspending the 2012 season in order to address the legal issues head-or) before moving forward with competition. "We firmly believe there is a place in the global'sports landscape for Women's Professional Soccer," said WPS CEO Jennifer O'Sullivan. "Making the decision to suspend the 2012 season was a difficult and painful one, but it is necessary to take the time to address current issues and solidify our business in order to provide • __

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appropriate support needed to achieve the League's long-term goals. Those that take part in our League players, partners and fans - deserve the best, and that is what we are taking the time to ensure we deliver when we resume play in 2013 and beyond." WPS has established its plans to return to play in 2013, and all five owners of the League's existing teams Atlanta Beat, Boston Breakers, Philadelphia Independence, Sky Blue FC and Western New York Flash - will remain active with the' CEO, Jennifer O'Sullivan, in the governance of WPS throughout the current year. "We are deeply grateful to our fans and partners for the tremendous support they have shown for WPS, our players and the sport," added O'Sullivan. "With our supporters and athletes in mind, we are committed to complete the hard work necessary to resume play in 2013 and reestablish WPS as the premiere women's professional soccer league in the world."

.."
Women's Soccer News: WPS Answers Questions on Why Suspend 2012 Season Diane Scavuzzo Posted: Monday, January 30, 2012 1:31 pm

Page 1 of 4

Women's Soccer News: Women's Professional Soccer League Suspends 2012 Season The WPS aimed to survive regardless of the turmoil and legal dispute with ousted owner Dan Borislow, whose magic.lack team was terminated by Women's Professional Soccer. Borislow filed suit against the league in Palm Beach County Florida Circuit Court seeking reinstatement of the team. Although Women's Professional Soccer (WPS) just completed the WPS Draft at the NSCAA annual convention a day after the MLS Super Draft, and had plans to make 2012 the most competitive and successful season to date, the league's Board of Governors voted Monday to suspend the season with hopes of resuming in 2013, the WPS announced. The WPS Board of Governors voted to suspend the 2012 season to permit the League to focus on the resolution of pending legal issues and the challenges that now face the League as a result of its ongoing dispute with former magicJack owner Dan Borislow. With an apparent deal in final discussions and several national sponsors locked in for the season, the WPS felt the only responsible step to take was to suspended the 2012 season, telling fans and players they are committed to coming back for 2013. Did magicJack's actions affect WPS sponsors so negatively? Did the league have to terminate, and was this strong ripple effect foreseeable? Can the WPS keep the interest of their fans and come back? A media conference was held today with WPS CEO Jennifer O'Sullivan andFitz Johnson from the Atlanta Beat. Question: Why did WPS suspend the 2012 season? Jennifer O'Sullivan: The League has been faced with a series of challenges and difficulties throughout the past year, and it is the culmination that has brought us to this point. Question: How much of an impact has Dan Boris/ow of magicJack had? Jennifer O'Sullivan: Dan Borislow has been a lightening rod for a lot of those issues. EXHIBIT

H

http://www.soccernation.comlwomens-soccer-news-wps-answers-questions-on-why-suspen...

2/1/2012

Page 2 of 4 Question: After the success of the Women's World Cup last year, and this year's Olympics, there is a strong, developing fan base for Women's soccer. How can the WPS drop this upcoming season? Jennifer O'Sullivan: It has been a very difficult decision. Question: Is this the beginning of WUSA-like fold? Jennifer O'Sullivan: I hope not. I don't have a crystal ball and I can't tell you what ajudge will decide, I can only tell you what our inten1 is, and I would be extremely heartbroken if we didn't get back on the field in 20l3. Fitz Johnson: I think it is very important that we all do all that we can to bring the WPSL back for the next year. Question: Are you going to have to lay people off? Fitz Johnson: Yes, we are going to have to let employees go. Question: Did lingering financial issues contribute to the decision to suspendfor this season? Jennifer O'Sullivan: Financial issues did exist. It would have been an irresponsible decision to do both, put on the season and deal with the league issues. Question: What about the WPS players? Jennifer O'Sullivan: It is very disheartening that the opportunity has been taken away from the players. We will do everything we can to right the ship and to get on to play in 2013 for those players. Players are being released from their contracts and will be free to look for new employment. Question: Former magic.lack player/coach Abby Wambach has come out in support of magicJack. High-level and well-recognized female players such as Hope Solo and Abby Wambach were not going to be able to play in the upcoming season. Was this afactor in the decision to suspend? Fitz Johnson: No, we would love to have all those players, but in an Olympic year it is difficult timewise for the players. This was a personal decision for those players and not a factor. Question: Is there the possibility that magicJack will be part of the 2013 WPS season? Jennifer O'Sullivan: No, I do not see that it is possibility that Magic Jack will be involved in the next season. Question: How much time has the magicJack situation taken? Jennifer O'Sullivan: In my short 4 months as CEO ofWPS, the bulk of my time has been spent on the issues with magicJack and the sanctioning issues with USSF.
It would have been unfair to put together a season with this hanging over our heads.

Time for growing the WPS business and developing the game just hasn't been there.

http://www.soccernation.comlwomens-soccer-news-wps-answers-questions-on-why-suspen...

2/1/2012

Page 3 of 4

Question: Why not just go to arbitration? Jennifer O'Sullivan: The league is exploring all options. What the ownership and league has been struggling with is to put the focus back on the players and the game. We were willing to explore a solution. Question: What did MagicJack and Dan do that was so terrible to get terminated? Fitz Johnson: The WPS has a set of basic rules in our operating rules and magicJack was not complying. If Dan didn't want to promote the league in a positive way, he should be terminated. Jennifer O'Sullivan: WPS ownership did feel that, once and for all, the magicJack issue had to be resolved. Continuation of injunction hearing this week will review the remainder of issues. Question: Did you ever think this could have happened when the decision to terminate magicJack was made? Fitz Johnson: No, not possible. If everyone was thinking about what was best for women's soccer, never would we have envisioned this. Question: What were the issues with magic.Iack? Jennifer O'Sullivan: There were a number of issues, all outlined in the public filing for the court case, but primarily revolving around an owner who does not have regard for other owners. His actions were detrimental to the league overall, and it is difficult to overcome that. Question: What happens with stadium leases? Fitz Johnson: This is up to the individual teams. This was a very difficult decision for the owners. I can't express how difficult it was. Question: How can WPS keepfan support alive, if this is only a year off? Jennifer O'Sullivan: We recognize the importance of keeping those relationships with the fans, and we want to continue to have them be supportive of us when we return in 2013. Question: What is the commitment from the owners that they will be returning for 2013? Jennifer O'Sullivan: I think everyone has that goal in mind and that is the intent. As afinal thought ...here are some comments from Jennifer O'Sullivan "Growing this gameis a long road and women's sports faces tremendous challenges. Even WPS 2013 will have those challenges. As long as we have the support of our fans and the owners, are there tweaks that can make it more attractive to sponsors? There is a lot of work that can be done, anything that we can do to remain constant and supportive while we are on this hiatus."

http://www.soccemation.comlwomens-soccer-news-wps-answers-questions-on-why

-suspen...

2/1/2012

Page 4 of 4

"It is always a tough sell to get people to support women's soccer." "It is always easy for people on the outside to think that this was a quick decision. I can tell you from being on the front lines, it was not." RELATED ARTICLE: WPS Suspends 2012 Season

http://www.soccernation.com/womens-soccer -news-wps-answers-questions-on- why-suspen...

2/1/2012

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Dow Jones Reprints: This copy is for your personal, non-commercial use only, To order presentation-ready copies for distribution to your colleagues, clients or customers, use the Order Reprints tool at the bottom of any article or visit www_djreprints.com See a sample reprint In PDF format. Order a reprint of this article now

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THE WALL SfREET JOURNAL.
WSJ_C<lm HEARD ON THE FIELD

I

JANUARY

31, 2012

Women's Professional Soccer Suspends Its Operations
Women's Soccer League Suspends Its Operations
Women's Professional Soccer announced it would suspend operations amid disappointing revenues and an ongoing legal battle with the owner of its Florida franchise, magicJack. Jennifer O'Sullivan, the league's CEO, and chairman Fitz Johnson, owner of the Atlanta Beat, said they would work toward a return in 2013 but are focused on resolving litigation with magicJack owner Dan Borislow. The league terminated Borislow's franchise in October, after what it calls repeated violations of the WPS agreement, including berating players, fellow owners and league sponsors. The move The Palm Beach PosVZuma Press prompted Borislow to sue WPS. "MagicJack Blue Sky's Carrie Dew and MagicJack's Abby Wambach, right, battle for a ball during a game in wasn't in compliance with our operating July. agreement and it went downhill from there," Johnson said. A lawyer for Borislow didn't return messages seeking comment. U.S. national team star Abby Wambach, who played and coached for Borislow, has remained supportive of him. The suspension ofWPS will challenge members of the national team as the Americans prepare to defend their gold medal in London this summer. Sunil Gulati, president of the United States Soccer Federation, plans to expand the team's practice and competition schedule to make up for the loss ofWPS, the second failed women's pro soccer league in the U.S. "It hasn't been an easy road," he said. "There are a lot of challenges."
-Matthew Futterman

Good News for Peyton: Age Is Just a Number
Peyton Manning's future likely won't be
answered until after the Super Bowl. But

i

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Page 2 of2

questions will remain about how much the soonto-be 36-year-old quarterback has left in the tank, even if he fully recovers from neck surgery. Warren Moon and John Elway both had three seasons in which they exceeded their career passer rating after turning 36. Y.A. Tittle had the best improvement, beating his career rate by. 45.6% (104.8 vs. 72) for the 1963 Giants at the age of 37. Manning's career rating is 94.9.
-Michael Salfino

Diamond Images/Getty Images Quarterback YA Tittle of the New York Giants throws a pass during a-qarne on September 15,1963.

;

Copyright 2011 Dow Jones & Company, Inc. Ali Rights Reserved This copy is for your personal, non-commercial use only. Distribution and use of this material are governed by our Subscriber Agreement and by copyright law. For non-personal use or to order multiple copies, please contact Dow Jones Reprints at 1-800843-0008 or visit www.djreprints.com

701701?

.,

SoccenAmerica - 'Negative issues' consume women's league 01/30/2012

:'Negative issues' consume women's league
~y Paul
i

Kennedy.

Jon11M}' ]Oth, 201211:]7PIoI

I[WPS SPOTLIGHT] WPS isn't the first business to have a legal dispute between partners. And WPS ~sn't the first league to have a maverick owner. Indeed, maverick owners are part and parcel with lwhat sells sports. But the year-long dispute between MagicJack owner DaD Borislow and WPS and iits owners consumed the fragile league. Could the owners afford the legal fees to fight Borislow? Sure, What WPS could not overcome was the time the fight was taking away from the business of saving the league.
I

l'J've only been on board for four months, and the bulk of my time has been spent on addressing a lot of these other negative issues regarding termination of MagicJack and the sanctioning issue with U.S. ~occer and resulting issues with sponsors and such," WPS chief executive Jennifer O'Sullivan said during a media conference call Monday afternoon. "It is unfortunate that the attention and focus that needed to be on the business, growing the business and developing the game and the sport just hasn't reen able to be there. Until this [MagicJack] situation is resolved, I don't believe we can fully put our attention to it. It would've been unfair to put together a season while we would've still had this panging over our heads."
I

/While Borislow announced a settlement of his lawsuit in a Florida court against WPS for improperly kicking MagicJack out of the league, O'Sullivan said "stumbling blocks" remained, making it !impossible for all parties to come to an agreement. She said another hearing in the matter on Borislow's request for injunctive relief was set for Wednesday.

!

[No doubt the 2012 season was going to be difficult. There was a we'll-believe-it-when-we-see-it attitude about Year 4 even as recently as two weeks ago when WPS conducted its college draft (New York Times headline: W.P.S Holds Its Draft, Just ill Case:) :The league was down to five teams from seven in 2009 and 20 I 0 and six in 20 II.

iIt had lost its biggest sponsor, Puma, whose three-year
[aruJounced for 2012. ~e

deal had expired, and no apparel deal had been

post-2011 Women's World Cup bounce that had everyone so excited was no more.

~en of the 18 players on the U.S. team that just finished up in Olympic qualifying had not yet reupped for the 2012 WPS season. Star Abby Wambach was siding with Borislow ("I'm always :going to back that guy," she said after beating Costa Rica Friday night). ~e 2012 Olympic year was going to be tough for the league, taking away players for a good portion ffthe season. Unlike the 2011 Women's World Cup, the 2012 Olympics was not going to give the ~eague a post-event bounce because the regular season would be over by the time the players

returned, I

iO'Sullivan said a bounce was not what WPS needed. !"we can't build or sustain a business based on large-scale events," she said.
I

W.P.S. SuspendsOperations- NYTimes.com

Page 1 of3

The New Yol'k TiD1.C5 Soccer

BlDg

JANUARY 30, 2012, 12:47 PM

W.P.s. Suspends Operations
By JACK BELL

5:26 p.m,

I Updated

Less than a day after the United States women's national team won the regional qualifying tournament for this summer's London Olympics, the top professional soccer league for women in the United States, the five-team Women's Professional Soccer, announced that it has suspended operations for the 2012 season and hoped to return to the field with eight teams in 2013. "We firmly believe there is a place in the global sports landscape for Women's Professional Soccer," the league's chief executive, Jennifer O'Sullivan, said in a statement before taking part in a conference call later Monday with reporters. "Making the decision to suspend the 2012 season was a difficult and painful one, but it is necessary to take the time to address current issues and solidify our business in order to provide appropriate support needed to achieve the League's long-term goals. Those that take part in our League - players, partners and fans - deserve the best, and that is what we are taking the time to ensure we deliver when we resume play in 2013 and beyond." Even with the afterglow from last year's Women's World Cup, in which the United States lost to Japan in the final, and the Olympics in the summer (for which the United States qualified last Friday), W.P.S. found itself in a dispute with one of its team owners and needed a waiver from U.S. Soccer (the sport's national governing body) to play its fourth season in 2012 with only five teams. Dan Borislow, who bought the Washington franchise last year, moved it to South Florida and renamed it magicJack, was hastily dropped by the league. Borislow, who invented a device for making inexpensive phone calls, has tied up the league in court, winning a recent decision in which the judge said W.P.S. had not followed its own bylaws in dropping the magicJ ack franchise. "Looking back, we didn't do enough due diligence and we knew it," Thomas Hofstetter, the owner ofthe Sky Blue team that plays in New Jersey, said by telephone Monday. "At that point last year, we didn't have a choice, we were not in a position to be very picky.
"As bad as it seems to be, I actually feel good about making the decision. If we played this season I felt the league would be done. I believe there would not be a 2013 season. If we want to be around long term we have to fix some of the issues."

') 111')(11')

W.P.S.SuspendsOperations- NYTimes.com

Page 20f3

In addition to Sky Blue, the league's roster of teams included the Atlanta Beat, Boston Breakers, Philadelphia Independence and Western New York Flash. While W.P.S. and Borislow are scheduled to return to court Wednesday, league officials determined it would be impossible to proceed with a season while tied up in court. W.P.S. also lost one of its national sponsors, Puma, which supplied all teams with uniforms and decided not to renew its deal. Jennifer O'Sullivan, the W.P.S. commissioner, said during a conference call that the league was close to a deal with a new equipment sponsor and several other national sponsors. Now, O'Sullivan said, those deals are no longer moving forward, players who were under contract (including many United States national team players) are free to make their own deals, and the league would not return to the field even if the courts decide that magicJack should be reinstated. "The bulk of my time has been spent dealing with negative issue," O'Sullivan said on the conference call. "Until the legal situation is resolved, we can't put the focus back on the players and the game." Asked if she could conceive of any scenario that would include magicJ ack in the league's future she said: "I do not see the possibility of magicJ ack being included based on the current feeling of ownership.I don't see that as possible for W.P.S." According to some reports last week, W.P.S. and Borislow had agreed to allow magicJack to operate as a kind of barnstorming club, unaffiliated with the league, but playing against W.P.S. teams while keeping national team players on its payroll. Those players were said to include striker Abby Wambach and goalkeeper Hope Solo. (During Olympic qualifying in Vancouver, British Columbia, Wambach called Borislow an "inspiration," and said that she would not sign with a W.P.S. team for 2012.) Fitz Johnson, the chairman of the league's board of directors and the owner of the Atlanta club, said during the conference call that Borislow and magicJack had not been in compliance with league bylaws. "It's a culmination of issues, a number of things," Johnson said. "We're talking about an owner who does not have regard for league authority and partners, speaks disparagingly about sponsors and owners, is detrimental to to the business. It's difficult to move past when damage is done, in this case it was. Really tried to come to a resolution several times and found ourselves unable to." He added, "MagicJack was just not complying with some basic rules and it went downhill from there." Asked ifhe planned to operate a team this year, Borislow, in an e-mail message said: "It depends if the women have a residency camp and they all get compensated more - as far as my team goes. I want to do what is best for the women and getting gold. I also believe that in World Cup and Olympic years, a professional league needs to play at a completely different time. Maybe a few weeks to a month afterwards. I have voiced this opinion very loudly before. Deal is a deal is a deal."

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W.P.S. Suspends Operations - NYTimes.com

Page 3 of3

The league was also facing the prospect of losing national team players from the United States and Canada during the Olympics, beginning in July. Now, with W.P.S. on hiatus, responsibility for preparing the United States team for the Olympics will fall to the federation, which will have to pay for a series of residency camps and arrange international matches leading up to London.
"As for how this affects the Women's national team's preparation leading into the

Olympics, we have had discussions with the coaching staff and will be increasing our programming over the next six months," Sunil Gulati, the president of the federation, said in an e-mail message. W.P.S. teams could also opt to join several minor, semipro leagues, like the W-League and the Women's Premier Soccer League. Though Hofstetter said he and Sky Blue have a good relationship with the U.S. federation, he said there has not been enough financial support for the league. "I don't know if they share our vision, and for them just to state that the league is important would be hugely helpful," he said. "Look what's happening in Europe. In Germany the federation gives each team money, the same with the Dutch federation and in Norway. This is not going to take years, it will take generations. But the federation can't just have a vision for the men, the women have a right to have a place, too." Will this decision be a crippling blow for a Division I women's pro league in the U.S.? Do you blame the league or Borislow for the current predicament? Follow JackBell on Twitter.

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'1/1/'11\1'1

Women's Professional Soccer suspends 2012 season ~Soccer - Sl.com

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tBJ:

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(!@ PRINTTHIS
Powered by t:!}UmeligL

Posted' Monday January 30. 2012 12:51PM: Updated: Monday January 30. 2012 7:42PM

Women's Professional

Story Highlights WPS won't play its 2012 season due to a legal dispute with former owner League's Board of Governors hope to resume play for 2013 season Judge ruled the league failed to follow procedures when terminating MagicJack

Soccer suspends
2012 season

its

SAN FRANCISCO (AP) -- Women's Professional Soccer won't play the 2012 season amid a legal dispute with an ousted owner.

The league's Board of Governors voted Monday to suspend the season with hopes of resuming in 2013, the WPS announced.

In OCtober, it terminated its South Florida franchise after clashing with owner Dan Borislow all season. A Florida judge ruled earlier this month that the league failed to follow its own dispute procedures when it terminated the franchise, and another court hearing is set for Wednesday.

WPS CEO Jennifer O'Sullivan said owners chose to cancel the season over possibly working with Borislow in the league again.

"We have diverted so many resources into litigation," she said. "This is something that needs to be resolved before we can move forward with play."

Borislow purchased the former Washington Freedom before last season and moved the club to South Florida, renaming it for a telephone call device he invented. The magicJack franchise was repeatedly disciplined during the season for not meeting league standards. In August, after Borislow filed suit against the WPS, the league released a statement accusing him of violations ranging from "unprofessional and disparaging treatment of his players to failure to pay his bills."

The league has played three seasons. It needed a waiver from the U.S. Soccer Federation to be sanctioned as a firstdivision league in 2012 with only five teams, below the required eight. In the deal with the governing body in December, WPS agreed to increase the number of teams to a minimum of six for 2013 and at least eight for 2014.

A longtime thoroughbred owner, Borislow was an outspoken figure in horse racing but sold most of his stable because of a dispute with the IRS.

O'Sullivan was not yet CEO when he was approved as an owner, but she acknowledged the vetting process might have been hurried.

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Women's Professional Soccer suspends 2012 season - Soccer - SLcom

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"I do think the league at the time was in a situation where they were in a bit of a rush," she said.

With the Olympics this summer, the league's absence could give national team players more time to train together even if it means fewer games for them to play. The attention paid to the Olympics would have been valuable marketing for the WPS during the 2012 season.

The league's predecessor, the Women's United Soccer Association, folded after three years. Copyright 2012 Associated Press. All rights reserved. This material may not be published, broadcast, rewritten, or redistributed.

Find this article at:
http://sportsillustrated.cnn.com/20121soccer/01/30/wps.suspended.ap

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Check the box to include the list of links referenced in the article.

Copyright © 2007 CNN/Sports Illustrated.

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DIFFICULT DECISION WPS hopes to be back in 2013, but nothing concrete

Page 1 of2

January 30, 2012

DIFFICULT

DECISION

WPS hopes to be back in 2013, but nothing concrete

Women's Professional Soccer might have dealt itself a death blow on Monday, choosing to suspend operations for the 2012 season, although many involved in the league insist play will resume in 2013. Citing the ongoing legal battle with Dan Borlslow, owner of the league's former magicJack team, the league said the decision to not play in 2012 might ultimately mean the league has a future.

"I think it would have been an irresponsible decision if we had tried to sort of deal with both putting on of a season and the dealing with the legal issue, if we found ourselves during the season unable to move forward for whatever reason." Said WPS CEO Jennifer O'Sullivan, who is an attorney. "I think ownership just really did feel that once and for all this has to be something that is resolved."
Atlanta Beat owner T. Fitz Johnson, a member of the league's Board of Directors, placed the decision squarely on the legal problems with Borislow, and while saying he didn't have anything personal against the magicJack owner, that it all came down to one issue.

~~~=~~~"

I think you can look to one place, and that's compliance," said Johnson. "We have a set of basic rules in our operating agreement that we all intend to abide by to make this league a success. magicJack was just not complying with the OA, and I believe It just went downhill ;itt~~tlfrom there.
"This was a difficult decision for the owners. I can't express that enough, how difficult this situation was and how difficult it was to make the decision to suspend." While the league's official position is that it will be back in 2013, and indeed several other owners indicated as much in correspondence to fans, there are as of now no concrete plans in place for how that will happen. " The ownership has their bonds in place for U.S. Soccer for this season," said O'Sullivan. "We'll certainly talk about that moving forward into '13, what that would mean from the league, requiring that of the ownership as we work through this year. I think everybody has that goal in mind, and that's the intent, so I think at this point that's what we are working towards.

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Despite much of the blame for the suspension being laid on the magicJack owner, including in tweets from several players, the league also has issues with its business model, that has seen Los Angeles Sol, Saint Louis Athletica, Chicago Red Stars, and Bay Area FC Gold Pride fold and the Washington Freedom transferred to Boca Raton, Fla. by Borislow prior to last

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DIFFICULT DECISION WPS hopes to be back in 2013, but nothing concrete

Page 2 of2

season. None of the teams are close to breaking even, despite heavy reductions in costs, which this year was to include huge cuts in player payroll.
"If we had maintained operations status quo, the various issues with which we are ND currently battling would have caught up with us within the 2012 season," said Sky Blue FC

.

owner Thomas Hofstetter in an e-mail. "Consequently, we could have been forced to cease operation entirely by the end of the season." Hofstetter said that the league's board is implementing a gO-day action plan that includes detailed action plans related to operations, sponsorship, the players' union, television contracts and resolving the legal issues. The goal, according to O'Sullivan, "is that we come out of this stronger than where we stand today, or where we did yesterday before we made this decision." Still, Monday's announcement, just days after both the United States and Canada qualified for the 2012 Summer Olympics, produced a sense of sad deja vu among observers of the women's pro game, forcing many to recall that the Women's United Soccer Association announced it was ceasing operations just as the 2003 Women's World Cup was about to begin.

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THE ASSOCIATED

PRESS

January 30, 2012, 12:47PM ET

Women's Professional Soccer suspends 2012 season
SAN FRANCISCO

Women's Professional Soccer won't play the 2012 season amid a legal dispute with an ousted owner. The league's Board of Governors voted Monday to suspend the season with hopes of resuming in 2013, the WPS announced. In October, it terminated its South Florida franchise after clashing with owner Dan Borislow all season. A Florida judge ruled earlier this month that the league failed to follow its own dispute procedures when it terminated the franchise, and another court hearing is set for Wednesday. WPS CEO Jennifer O'Sullivan said owners chose to cancel the season over possibly working with Borislow in the league again. "We have diverted so many resources into litigation," she said. "This is something that needs to be resolved before we can move forward with play." Borislow purchased the former Washington Freedom before last season and moved the club to South Florida, renaming it for a telephone call device he invented. The magicJack franchise was repeatedly disciplined during the season for not meeting league standards. In August, after Borislow filed suit against the WPS, the league released a statement accusing him of violations ranging from "unprofessional and disparaging treatment of his players to failure to pay his bills." The league has played three seasons. It needed a waiver from the U.S. Soccer Federation to be sanctioned as a first-division league in 2012 with only five teams, below the required eight. In the deal with the governing body in December, WPS agreed to increase the number of teams to a minimum of six for 2013 and at least eight for 2014.

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ESPN.com - WPS suspends 2012 season

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ESPN.com: Soccer

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Monday, January 30, 2012

WPS suspends 2012 season
Associated Press

SAN FRANCISCO:-- Women's Professional Soccer won't play the 2012 season amid a legal dispute with an ousted owner. The league's Board of Governors voted Monday to suspend the season with hopes of resuming in 2013, the WPS announced. In October, it terminated its South Florida franchise after clashing with owner Dan Borislow all season. A Florida judge ruled earlier this month that the league failed to follow its own dispute procedures when it terminated the franchise, and another court hearing is set for Wednesday. Carlisle: Uncertain Future

suspension of Women's Professional Soccer for 2012 will have an effect on the U.S. women's team's ability to train for the London Games, Jeff Carlisle writes. StOry • Foudy: Suspension a setback • Dure: Suspension brings uncertainty • Voepel: Shaky foundation the reason WPS CEO Jennifer O'Sullivan said owners chose to cancel the season over possibly working with Borislow in the league again. "We have diverted so many resources into litigation," she said. "This is something that needs to be resolved before we can move forward with play." Borislow purchased the former Washington Freedom before last season and moved the club to South Florida, renaming it for a telephone call device he invented. The magicJack franchise was repeatedly disciplined during the season for not meeting league standards. In August, after Borislow filed suit against the WPS, the league released a statement accusing him of violations ranging from "unprofessional and disparaging treatment of his players to failure to pay his bills." The league has played three seasons. It needed a waiver from the U.S. Soccer Federation to be sanctioned as a first-division league in 2012 with only five teams, below the required eight. In the deal with the governing body in December, WPS agreed to increase the number of teams to a minimum of six for 2013 and at least eight for 2014.

A longtime thoroughbred owner, Borislow was an outspoken figure in horse racing but sold most of his
stable because of a dispute with the IRS.

'1 11 I'l{\1 '1

ESPN.com - WPS suspends 2012 season

Page 2 of2

O'Sullivan was not yet CEO when he was approved as an owner, but she acknowledged the vetting process might have been hurried. "I do think the league at the time was in a situation where they were in a bit of a rush," she said. With the Olympics this summer, the league's absence could give national team players more time to train together even if it means fewer games for them to play. The attention paid to the Olympics would have been valuable marketing for the WPS during the 2012 season. The league's predecessor, the Women's United Soccer Association, folded after three years.

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Women's Pro-Soccer League Cancels Season on Fight With Ex-Owner - Bloomberg

Page 1 of 1

Women's Pro-Soccer League Cancels Season on Fight With Ex-Owner
By Ibn:PRSN=16865373j Eben Novy-Williams [] - Jan 30. 2012

Women's Professional Soccer, the one-time home of U.S. players Abby Wambach, Hope Solo and Christie Rampone, called off its season as it fights a legal battle with a former team owner. The league plans to return next year, according to a statement on its website. The league's board voted today to end the season as it continues with a lawsuit filed by former South Florida franchise owner Dan Borislow. The legal issues "diverted resources from investment in the league," the league said in its statement. The league began play in
2009

and was scheduled to start its

2012

season in April with five teams.

Borislow's South Florida franchise was kicked out of the league in October after repeated clashes with WPS management over the owner's treatment of players and his payment of bills. A Florida judge ruled this month that the league failed to follow its own procedures wheri terminating the franchise. Another court hearing is set for Feb. 1, according to the Associated Press. The U.S. women's national team beat Canada 4-0 yesterday to win its Olympic qualifying group. Wambach, Solo and Rampone, all members of the U.S. team that won a silver medal in the World Cup, were no longer under contract with a WPS team, according to USA Today. To contact the reporter on this story: Eben Novy-Williams in New York at enoyywilliam@bloomberg.net To contact the editor responsible for this story: Michael Sillup at msillup@bloomberg.net
®2012 BLOOMBERG L.P. ALL RIGHTS RESERVED.

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U!f San Dtego
WPS suspends operations for 2012
By Mark Zeigler Monday, January 30, 2012 Two weeks ago, USD forward Stephanie Ochs was taken by the Boston Breakers with the third overall pick of the 20 12 Women's Professional Soccer draft. Breakers coach Lisa Cole talked about Ochs' "great athleticism," about her potential," how her "best soccer is still ahead of her." how "a lot of people are excited

Just not with the Breakers or \VPS. The league announced Monday it is suspending operations for the 2012 season with hopes of returning in 2013.

"It was very surprising, I had no idea, I guess I didn't expect it," Ochs said. "I figured since they had
the draft, everything was fine and would go according to plan. But that's life. These things happen." Especially in this sport, in this country. It's the dreaded "hiatus" announcement that American soccer fans, unfortunately, know all too well. Almost always, they'll tell you, it means the team or league isn't coming back - or at least not anytime soon. Ochs, a Patrick Henry High alum, grew up watching the San Diego Spirit of the WUSA, grew up idolizing the players, grew up attending games at USD's Torero Stadium. The Spirit regularly drew large crowds and respectable local TV ratings before the WUSA folded in September 2003. The plan was to take a year off, playa few exhibitions around the country, then relaunch in another form the following season. Instead it took five. WPS opened in 2009 as a diluted version of WUSA, with smaller budgets, a smaller national footprint, smaller crowds, smaller expectations. It, too, lasted three seasons. League officials painted their decision as less about a shortage of financing than a shortage of patience with former owner Dan Borislow and his increasingly contentious litigation. Last year Borislow bought the Washington (D.C.) Freedom - a holdover from the WUSA - and promptly moved it to Boca Raton, Fla., renaming it "magicJack" after his Internet telephone device. Following a tumultuous season in which the league accused Borislow of "unprofessional and disparaging treatment of his players (and) failure to pay his bills," the other WPS owners unanimously voted him off the island.

WPS suspends operations for 20121 UTSanDiego.com

Page 2 of2

That left the league five teams, all on the East Coast and below the minimum required by U.S. Soccer for Division I sanctioning. The federation recently granted the league a waiver to exist with five teams in 2012 but mandated an increase to six in 2013 and eight by 2014. Meanwhile, Borislow sued the league and won an initial ruling from a Florida judge. The next court hearing is scheduled for Wednesday. "It's been some incredibly challenging issues that have detracted and distracted from what the focus should have been on," Jennifer O'Sullivan, the league's CEO since September, said in a media teleconference. "We came off a World Cup year and are going into an Olympic year. There should have been nothing but positive things for this league to focus on, and it's been the opposite. "I think it would have been an irresponsible season and dealing with the legal issues." decision if we both tried to deal with putting on the

The decision impacts a half-dozen players with local ties, including Leigh Ann Robinson (Mt. Carmel High and USD), Brittany Cameron (USD), Rachel Buehler (Torrey Pines High), Carrie Dew (La Costa Canyon). Several former members of the Spirit were also in WPS. "Everyone is thinking the same thing," Ochs said. "Just disappointed and trying to figure out what to do now. You build your life around playing and going wherever you're needed to play, it's hard to figure out what to do next." For now, Ochs will focus on graduating from USD this spring. Playing overseas is a possibility. So is getting ajob while trying to stay in shape and hoping a U.S. pro league returns in 2013~ "I don't know, I'll figure it out," Och said. "(The Spirit) kind of always made it seem possible in my mind, to know that there was a next level, that you wouldn't be done after college. I always loved playing, and I always wanted to playas long as I could. I loved going to those games. I always admired those players. I always aspired to be like them. "I just hoped that when it was my time, (a league) would be there."

© Copyright 2012 The San Diego Union-Tribune, reserved.

LLC. An MUM LLC Company. All rights

WPS suspends 2012 season amid dispute

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WPS suspends 2012 season amid dispute
Published January 30.20121 FoxSports

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SAN FRANCISCO

(API-

The U.S. women's football league won't play the 2012 season amid a legal dispute with an ousted owner.

The league's Board of Governors voted Monday to suspend the season with hopes of resuming in 2013, Women's Professional Soccer announced.

In October, it terminated its South Florida franchise after clashing with owner Dan Borislow all season. A Florida judge ruled earlier this month that the league failed to follow its own dispute procedures when it terminated the franchise, and another court hearing is set for Wednesday.

WPS CEO Jennifer O'Sullivan said owners chose to cancel the season over possibly working with Borislow in the league again. 'We have diverted so many resources into litigation," she said. "This is something that needs to be resolved before we can move forward with play."

Borislow purchased the former Washington Freedom before last season and moved the club to South Florida, renaming it for a telephone call device he invented. The magicJack franchise was repeatedly disciplined during the season for not meeting league standards. In August, after Borislow filed suit against the WPS, the league released a statement accusing him of violations ranging from "unprofessional and disparaging treatment of his players to failure to pay his bills."

The league has played three seasons, It needed a waiver from the U.S, Soccer Federation to be sanctioned as a first-division league in 2012 with only five teams, below the required eighlln the deal with the goveming body in December, WPS agreed to

increase the number of teams to a minimum of six for 2013 and at least eight for 2014.

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AN OPEN LETTER

From Sky Blue Fe owner Hofstetter

Sky Blue Fe owner Hofstetter

Blue FCowner Thomas Hofstetter wrote an open to the team's fans after it was need on Monday that Women's Professional Soccer would shut down on Tuesday.

n case you haven't heard by now, I wanted to inform you that the Board of Women's onal Soccer has suspended the 2012 season. Despite the fact that it is with great ret that we have been forced to suspend WPS operations for 2012, it is also with a great of relief. It was a unanimous decision that has come after much agonizing thought and iII,..,..,,"'t~"'dical contemplation by The Board of Governors. I also wanted to provide you with me information that will show you that this decision was necessary in order to insure the g-term viability of the league. In other words, unlike those who speculate to the rary--and I am sure there are plenty--this is not the end. can confidently say that this decision, made by The Board of Governors of WPS, of which I m a member, was the only viable choice. If we had maintained operations status quo, the rious issues with which we are currently battling would have caught up with us within the 012 season. Consequently, we could have been forced to cease operation entirely by the nd of the season. ...... """>r;" factors contributed to this decision, all of which had an impact in one way or nother. One is the continuing litigation with Dan Borislaw (magicJack). The other was the ifficulty in acquiring sanctioning this year from USSF. Both issues had a significant financial and have drained a substantial amount of time and resources from our efforts in Iding the 2012 season. This was compounded by other operational issues which could not ave been resolved prior to the season. One of the most important advances we have made the past three years wasthe ability of a profit distribution from the League office to the ms. This is an essential component in building a sustainable business model. Due to the rious issues mentioned above, these funds have now been redirected to other needs, rimarily legal costs. lieve me, the Board of Governors tried extensively to avoid the cessation of operation . •Personally, I have faced many hurdles in my six years of involvement with our club. In the ast, I would report to my partners at Sky Blue FCthat despite losses, which we have rred each year, the league and Sky Blue Fe were improving. Perhaps nothing better ~==:Jlillustrates the need to suspend operations than the fact that for the very first time, I would not be able to tell my partners that things were on the upswing for this upcoming year. The amount of money that caring, committed people have invested (and yes, lost) in WPS is in the tens of millions of dollars. That does not even take into consideration the hours, weeks, months and years that many of us have devoted to every aspect of WPS.That is why I can assure you that we have five committed ownership groups, as well as a plan to continue working to address issues and move forward. Speaking for Sky Blue FC, my two partners and I are very much committed to providing a professional sports league to women in the US. This is important for millions of dedicated girls, now and in the future.

EXHIBIT

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2/2/2012

AN OPEN LETTER From Sky Blue Fe owner Hofstetter

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feel deep regret for every single person who has shared the same emotional commitment: the players, to the coaching and front office staff, and especially the fans. I sincerely that for those players who desire, they can be sustained and ready to resume their reers in 2013. nally, I want to emphasize the point that suspending operations is NOT ceasing operations. will remain in operations and will work on the 2013 season. want to wish the very best of luck to the United States Women's National Team in the mmer Olympics. In addition to success, I hope that these Games will generate the same ponsor and fan interest for the 2013 WPSseason and beyond.
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2/212012

WPS. unrest not limited to pending suit

Page 1 of2

WPS' unrest not limited to pending suit
by William Bretherton wbrcthertonrgundjonline.com 02.02.12 - 01:30 am After Monday's announcement that Women's Professional Soccer would be suspending the 2012 season, fans and players were still left asking questions. How did this happen? Why? According to WPS' statement Monday, the league's Board of Governors voted to suspend the season to "permit the league to focus on the resolution of certain pending legal issues and the challenges that now face the league as a result of its ongoing dispute with a former owner." In October, WPS administrators chose to terminate magicJack, the former Washington Freedom franchise purchased by Dan Borislow, moved to Boca Raton, Fla., and named after the telephone service founded by Borislow. Over the past several months, both WPS and Borislow sent proposals back and forth in a bid to avoid litigation, according to Philadelphia owner David Halstead. "I think that both sides are very interested in ending this," Halstead said. "I think you've read why WPS owners were so adamant about getting this over with. I think that Dan probably felt the same way. In legal terminology, you can't use the word 'settlement' because it didn't even qualify for that, but there were discussions. I think that led to optimism on both parts." Borislow asserted that he made a deal with the league to avoid expensive litigation, one that would have seen magicJack play an exhibition schedule against WPS teams in 2012 and 2013. "I have a deal with the WPS and I expect for both sides to follow through on it," he said. "We came to a deal and litigation would have ceased. It was my understanding that the lawyer on this case either donated money to WPS or was told that she was working for free. So, it just doesn't make sense that pointing to litigation expenses when we reached a deal (12) days ago to follow through with." Fitz Johnson, the owner and general manager of the Kennesaw-based Atlanta Beat, as well as a WPS board member, asserted that, while such a deal was proposed, it was never agreed upon by all parties involved.

"It was a confidential deal that had some hurdles to be achieved prior to it being approved, and it wasn't," Johnson said, "so the deal was off. It was never approved. If the deal was approved, then the deal would have been settled. There were several folks that needed to put their stamp of approval on it - the court, Mr. Borislow, the owners - everybody would have to agree."
More than the threat of litigation, Halstead said there were a number of changes

EXHIBIT

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WPS' unrest not limited to pending suit

Page 2 of2

that needed to be made to WPS' overall business model. "1 wouldn't say tweaks. 1 would say overhauls," he said. "We had fairly obvious business model changes that needed to be made. If we did not have litigation issues, we could have chipped away at those issues over time, and we would have been able to fix some of these things and would not have suspended operations. "1 think that we need to put some great emphasis on the U.S. Soccer Federation, the (collective bargaining agreement), the players union relationship. We need to rebuild some models, budgets need to be based on realistic sponsorship and ticket sales. We have numbers now that we have three years of work behind us and real data rather than early data." Though not playing this season will allow the league's five remaining owners the flexibility to look into making changes, there will be no top-flight professional soccer this season. For former Atlanta Beat midfielder McCall Zerboni, that's a reality that deserves more attention than who is right or who is wrong. More than anything else, she just wants the opportunity to play soccer professionally once again. "I don't think anger is the way to go," said Zerboni, who spent last season with the WesternNew York Flash. "1 think analyzing the situation and seeing what could have been done better is it. 1 hope the individuals that made large, important decisions learned from them and are trying to do better. "I understand that people are mad at Dan Borislow, are mad at this or that, but it was a cumulative downfall from a lot of different areas. There's no one to blame. 1 think we will all go through emotions -disappointment, anger, a feeling of loss and confusion - but that's all part of it. People should remain positive because blaming others isn't going to do anything."
© mdjonline.com 2012

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2/2/2012

Women's Professional Soccer ::

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Halstead

Independence Owner, David

Philadelphia Independence 01/30/2012 - 01 :30 p.rn

Message from Philadelphia Independence January 30, 2012 Philadelphia Independence 2013 - Back

Owner, David Halstead

i

EXHIBIT

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The decision has been made by Women's Professional Soccer (WPS) today to suspend the 2012 playing season in order to repair the business, and come out stronger in 2013. The fact is we have very serious legal and financial challenges facing us right now that are preventing the league from moving forward as a viable, sustainable business. This is extremely disappointing and frustrating but it's nothing to be ashamed of - its part of business and is something the WPS Board of Governors collectively feel is the right choice at this time. Said a different way, it's time to stop driving this WPS car, hoping that the engine will suddenly fix itself. It's time to make a pit stop, analyze, repair and fortify,the engine's capabilities and then get it back out on the track so it can compete from a much stronger, durable, and solid position. This is what responsible business enterprises do,

http://www.womensprosoccer.com/philadelphialnews/ generall120 130-20 12-season-owner-...

2/2/2012

Women's Professional

Soccer ::

and it's what the WPS and Philadelphia Independence are going to do. Despite our best efforts over the past several months to avoid this postponement, in Philadelphia and around WPS in Atlanta, Boston, New Jersey, and Western NY, we are damaged to the point that we can't go on with any hope of success in the current structure and environment. The required repair work includes first and foremost getting out from under the current litigation distraction and uncertainty. This has been a most unpleasant and all-consuming experience and one that is impacting WPS expansion efforts and national sponsor interests. Please recognize that suspending operations in 2012 is not ceasing franchise operations. The Independence and all WPS teams will remain committed to the fans, sponsors, players and partners to bring WPS back improved and ready to move forward for many years to come. Our vision for WPS is still to provide the world's best women's professional soccer to all the great fans, as we have done since WPS launch in 2009, but clearly we need to spend more time on the business enterprise side. We already have in motion the development of specific business improvements - that will include milestones and timelines - in order to deliver a better, stronger WPS in 2013. During this postponement period, we will work to modify the business model such that team revenues and expenses are based on realistic data from 2009-2011 playing seasons; realign franchise budgets so the business projections are built with an eye toward year-over-year, modest, grassroots growth; refine and bring clarity to our expansion strategy so owning a WPS franchise is a desirable and reasonable business venture; and grow and cultivate our working relationships with US Soccer Federation and the WPS Player Union so we all work as partners to expand a robust and proud female soccer community in this country.

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It has been, and will continue to be, an honor for my wife Linda and me to own this franchise. Philadelphia and its surrounding communities have been as welcoming and supportive as any in WPS and we are proud of what

we have built to date, and intend to continue to use this extraordinary foundation to make women's soccer in Philadelphia a permanent and successful part of the Philly pro sports landscape. The committed and great work of Paul Riley and his entire coaching staff, in my opinion, is the gold standard for soccer teaching, development, and competition and Paul will continue to be at the center of my efforts to correct our business deficiencies, build a youth program with meaningful community connections, and re-Iaunch in several months for 2013 with a roster that can win the WPS Championship.

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Part of why we exist, why you support us, and what we are trying to accomplish is to provide opportunities and dreams to female youth and adult soccer players, so deserving of a team in this city and a strong league in this country. To this end, the players that played for this franchise over the past two seasons have been tremendous talents on the field and ambassadors for the game off the field. Too many to name them all, the Independence has been blessed to have these inspiring young ladies in our club and I am grateful for the sacrifices they make and the determination they demonstrate - it is this show of sincere love for the game, commitment to the communities, and authenticity of purpose that gives us resolve to build a better, stronger WPS for 2013 and beyond. To the terrific and passionate fans, sponsors and partners of the Independence, we will maintain - but not lose the momentum of what promised to be a very special 2012. We worked tirelessly in the offseason to deliver the most talented team and best fan experience yet. This organizational commitment to you will not change. We will be Back, Stronger in 2013. Together we have started something very, very special and unique. Please stay with us, stay involved, and remain supportive. Help us make 2013 the banner year for the Independence. We cannot succeed without your help! Finally, let me say, building a sports league is hard ... building a women's sports league is harder, and doing it in one of the worst economic downturns this country has ever seen is next to impossible. We have done some things wrong but we have done many, many, many more things right. We have lost millions of dollars, individually and certainly collectively, and the owners will be addressing that issue. But this women's pro soccer venture is worthwhile on so many levels. I am grateful for the lessons learned and for the owners of the other teams, whom are stili with me at the table today as committed to make this work as on day one. A successful WPS is a journey ... a marathon. We've just completed a couple of early miles to this journey and are re-hydrating and re-tooling for the next leg. Stay tuned.

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2/2/2012

IN THE CIRCUIT COURT OF THE IN THE CIRCUIT COURT OF THE FIFTEENTH JUDICIAL CIRCUIT, IN AND FOR PALM BEACH COUNTY, FLORIDA CASE NO. 502011 CA 018214 AI

FREEDOM SOCCER, LLC and MAGICT ALK SOCCER CLUB, LLC, Plaintiffs,

v.
WOMEN'S SOCCER, LLC, Defendant. ______________________________ 1

PLAINTIFFS' NOTICE OF TAKING DEPOSITION PLEASE TAKE NOTICE that pursuant to Rule 1.310 of the Florida Rules of Civil Procedure, the undersigned attorneys will take the deposition of: Name Jennifer O'Sullivan Chief Executive Officer Women's Soccer, LLC Date and Time March 22,2012 at 9:30 a.m. (Eastern Time) Place ARNOLD & PORTER LLP, 399 Park Avenue New York, New York 10022 (Telephone: 212-715-1000)

Upon oral examination

before U.S. Legal Support, or any other notary public or officer The oral examination will

authorized by law to take depositions in the State of New York. continue from day to day until completed.

This deposition is being taken for the purpose of

discovery or use at trial or for such other purposes as are permitted under the Rules of Court.

22035369.1

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EXHIBIT

Freedom Soccer, LLC et at Women's Soccer, LLC Case No: 502011 CA018214AI Notice of Taking Deposition of O'Sullivan Page 2 of2

CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and correct copy of the foregoing has been furnished by U.S. Mail and electronic mail on this

3- day of February,

~

2012, to: Jill Nexon Berman, Esq.,

Rennert Vogel Mandler & Rodriguez P.A., 2900 Miami Tower, 100 S.E. Second Street, Miami, FL 33131 Unberman@rvmrlaw.com); Pamela Fulmer, Esq., SNR Denton US LLP, 525 Market and David 1.

Street, 26th Floor, San Francisco, CA 94105-2708 (pam.fulmer@snrdenton.com);

Ackerman, Esq., SNR Denton US LLP, 1301 K Street NW, Suite 600 East, Washington, D.C. 20005 (david.ackerman@snrdenton.com). Louis S. Ederer, Esq. Arnold & Porter LLP 399 Park Avenue New York, NY 10022-4690 CARLTON FIELDS, P,A. 525 Okeechobee Boulevard Suite 1200 West Palm Beach, FL 33401 Telephone: (561) 659-7070 Facsimile: (561) 659-7368 E-mail: jianno@carltonfields.com E-mail: crosenberg@carltonfields.com

BY:

1t::t:&~i
Florida Bar No: 655351 CHARLES M. ROSENBERG Florida Bar No: 279064

Counsel for Plaintiffs Freedom Soccer, LLC and magicTalk Soccer Club, LLC

22035369.1

IN THE CIRCUIT COURT OF THE FIFTEENTH JUDICIAL CIRCUIT, IN AND FOR PALM BEACH COUNTY, FLORIDA CASE NO. 502011 CA 018214 AI FREEDOM SOCCER, LLC and MAGICTALK SOCCER CLUB, LLC, Plaintiffs, v. WOMEN'S SOCCER, LLC, Defendant. ----------------------------/

PLAINTIFFS' NOTICE OF TAKING DEPOSITION OF CORPORATE REPRESENTATIVE OF WOMEN'S SOCCER, LLC PLEASE TAKE NOTICE that on Wednesday, March 21, 2012 at 9:30 a.m., Eastern Standard Time, at the law firm of ARNOLD & PORTER LLP, 399 Park Avenue, New York, New York 10022 (telephone number 212-715-1000), the Plaintiffs, by and through its

undersigned counsel, and pursuant to Florida Rule of Civil Procedure 1.31O(b)(6) will take the deposition of the corporate representative of Women's Soccer, LLC with the respect to the following: 1. Defendant's decision to suspend the 2012 Women's Professional Soccer

("WPS") season. 2. Defendant's negotiation and performance of the settlement terms set out in

the January 18,2012 Terms of Settlement between Plaintiffs and Defendant. . 3. 4. Defendant's plans to resume play in the WPS league in 2013. The WPS January 30, 2012 press release entitled, "WPS Suspends Play

for 2012 Season."

22035497.1

Freedom Soccer, LLC et al Women's Soccer, LLC Case No: 502011 CA018214AI Notice of Taking Deposition of Corporate Representative of Women's Soccer LLC Page 2 of3

5.

The media conference held by WPS CEO Jennifer O'Sullivan

and Fitz

Johnson on January 30,.2012. 6. Plaintiffs' U.S. Soccer Federation ("US SF") bond, including the location

of the bond and any monies associated therewith, and whether any portion of the bond has been dissipated or distributed. 7. 8. 9. season. 10. The sanctioning requirements of the USSF for the 2012 season, including Attorney's fees incurred by Defendant relating this action. The economic and/or business prospects of Defendant for the 2012 season. The economic and/or business prospects of the WPS teams for the 2012

the steps taken, or not taken, by WPS to meet the sanctioning requirements for the 2012 season.

The deposition will be taken by oral examination before U.S. Legal Support, or any other notary public or officer authorized by law to take depositions in the State of New York. The oral examination will continue from day to day until completed. This deposition is being taken for

the purpose of discovery or use at trial or for such other purposes as are permitted under the Rules of Court.

Freedom Soccer, LLC et at Women's Soccer, LLC Case No: 502011 CA 018214 Al Notice of Taking Deposition of Corporate Representative of Women's Soccer LLC Page 3 of3

CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and correct copy of the foregoing has been furnished by

u.s. Mail

and electronic mail on this T'day

rd

of February, 2012, to: Jill Nexon Berman, Esq.,

Rennert Vogel Mandler & Rodriguez P.A., 2900 Miami Tower, 100 S.E. Second Street, Miami, FL 33131 (jnberrnan@rvmrlaw.com); Pamela Fulmer, Esq., SNR Denton US LLP, 525 Market and David I.

Street, 26th Floor, San Francisco, CA 94105-2708 (pam.fulmer@snrdenton.com);

Ackerman, Esq., SNR Denton US LLP, 1301 K Street NW, Suite 600 East, Washington, D.C. 20005 (david.ackerman@smdenton.com). Louis S. Ederer, Esq. Arnold & Porter LLP 399 Park Avenue New York, NY 10022-4690 CARLTON FIELDS, P.A. 525 Okeechobee Boulevard Suite 1200 West Palm Beach, FL 33401 Telephone: (561) 659-7070 Facsimile: (561) 659-7368 E-mail: jianno@carltonfields.com E-mail: crosenberg@carltonfields.com

BY:
~

Florida Bar No: 655351 CHARLES M. ROSENBERG Florida Bar No: 279064 Counsel for Plaintiffs Freedom Soccer, LLC and magicTalk Soccer Club, LLC

IN THE CIRCUIT COURT OF THE FIFTEENTH JUDICIAL CIRCUIT, IN AND FOR PALM BEACH COUNTY, FLORIDA CASE NO. FREEDOM SOCCER, LLC and MAGICT ALK SOCCER CLUB, LLC, Plaintiffs, v. WOMEN'S SOCCER, LLC, Defendant. ______________________________I PLAINTIFFS' REQUEST FOR PRODUCTION OF DOCUMENTS TO DEFENDANT WOMEN'S SOCCER, LLC Plaintiffs, Freedom Soccer, LLC and magicTalk Soccer Club, LLC, pursuant to Fla. R. Civ. P. 1.350, request that Defendant Women's Soccer, LLC, produce for inspection and 502011 CA 018214 AI

copying, and all other purposes, within thirty (30) days of the service of this Request for Production, the following: DEFINITIONS As used herein, the words and phrases set out below shall have the meaning prescribed for them: 1. The terms You or Your shall mean the named Defendant in this matter, its owners,

partners, members, agents, parents, subsidiaries, affiliates, employees, shareholders,

agents, representatives, attorneys, or any other person acting for or purportedly acting on behalf of or in concert with the named Defendant. Specifically, this discovery calls for information in

22035431.1

Freedom Soccer, LLC et at Women's Soccer, LLC Case No: 502011 CAOl8214AI Plaintiffs' Request for Production of Documents Page 2 of 12

your possession, custody or control, including documents in the possession, custody or control of your attorneys and accountants. 2. "Document" or "documents" means and includes the originals of all writings or

recordings of every kind or description, whether handwritten, typed, drawn, sketched, printed or recorded by any physical, magnetic, optical, mechanical or electrical means, including, without limitation, letters, electronic mail and any and all attachments thereto (including without

limitation, company networked electronic mail and web based electronic mail), internet bulletin boards, internet chat room transcripts, instant messages, social networking site pages, or any other record of communication via electronic media (including all metadata, deleted data and/or any and all directory entries, pointers or other metadata relating to any deleted data), books, records, papers, pamphlets, brochures, circulars, advertisements, specifications, blueprints, maps, plats, surveys, drawings, sketches, graphs, charts, plans, laboratory or engineering reports,

notebooks, worksheets, reports, lists, analyses, summaries, ledger accounts, audits, inventories, tax returns, financial statements, profit and loss statements, cash flow statements, balance sheets, annual or other periodic reports, prospectuses, registrations, solicitations, minutes, stock ledgers, stock certificates, licenses, permits, calendars, appointment books, diaries or diary entries,

telephone bills, toll call records, telephone records, expense reports, commission statements, travel records, itineraries, agendas, payroll records, checkbooks, contracts, agreements, instrument assignments, applications, canceled checks, receipts, proposals,

offers, acceptances,

financing statements, documents of title, appraisals, purchase orders, invoices, bills of lading, written memorials of oral communications, forecasts, photographs, photographic slides or

negatives, films, filmstrips, tapes and recordings, computer files and programs, collections of

Freedom Soccer, LLC et al Women's Soccer, LLC Case No: 502011 CA 018214 AI Plaintiffs' Request for Production of Documents Page 3 of 12

pages representing a electronic files, databases, word documents, spreadsheets, and graphic files (including all metadata, deleted data and/or any and all directory entries, pointers or other metadata relating to any deleted data), and all other objects and tangible things. The term

"Document" and/or "Documents" further includes data processing and computer printouts, tapes, disks, and retrieval listings, together with programs and documentation necessary to utilize or retrieve such data or information, and all other mechanical or electronic means of storing or recording data or information, and all other mechanical or electronic means of storing or recording data or information, as well as tape, film or mechanical or cassette sound or visual recordings, and reproductions or film impressions of any of the aforementioned writings. In no

case shall "document" or "documents" be construed to be limited to final or published versions of any of the above and shall expressly include all versions of any writing, magnetic, optical, mechanical, electronic or other physical representation of information, including but not limited to and all drafts and copies of the same, as well as all metadata, deleted data and/or any and all directory entries, pointers or other metadata relating to any deleted data. 3. The term "deleted data," as referred to in Paragraph 2 of these Definitions,

includes data that existed on the computer as live data in the past and has been deleted by the computer system or end-user activity which has remained on any storage media in whole or in part. 4. The term "identify" or "state the identity of," when in reference to a natural person

or entity, shall mean: a. When applied to an individual person, to state the full name, present or

last known home and business address, phone number, occupation, and job title of the person;

Freedom Soccer, LLC et at Women's Soccer, LLC Case No: 502011 CA018214AI Plaintiffs' Request for Production of Documents Page 4 of 12

b.

When applied to an entity other than a natural person (such as a

corporation, partnership, joint venture or group), state the full name, present or last known principal place of business or its principal office and the full name and present or last known address of its chief operating officer; in the case of a corporation, limited partnership or limited liability company, set forth the state of its incorporation and/or formation; and in the case of an entity other than a corporation, identify each and every person having an ownership interest therein. 5. Each of the terms "identify," "state the identity of," "describe," and "description,"

when used with reference to a document or documents (as defined in Paragraph 2 supra), shall mean to provide: a. A brief statement of the type of document (e.g., letter, fax, chart, etc.) and

the general nature of its contents; b. c. d. e. f. The identity of the person(s) who prepared and/or signed the document; The title, serial or identifying number(s) (if any) and the date it bears; The date of its preparation; The native format of the document; Identification of the hardware and software programs needed to translate

the information into a usable form in the information's native format; g. h.
1.

The location of the document; The identity of the intended recipient(s) of the documents; The identity of the person(s) now in possession of the original or any

copies; and

Freedom Soccer, LLC et at Women's Soccer, LLC Case No: 502011 CA 018214 AI Plaintiffs' Request for Production of Documents Page 5 of 12

J. copies. 6.

The identity of the person(s) formerly in possession of the original or any

The term "identify" or "state all facts," when used in reference to facts, an action,

event or occurrence, including a communication, meeting, or statement shall mean: a. b. meeting, etc.); c. d. Specify the place where the action, event or occurrence took place; Identify every participant and every non-participating witness to the State the date of the action, event or occurrence; State the nature of the action, event or occurrence (~, telephone call,

action, event or occurrence; e. Describe the action, event or occurrence and, if it was a meeting,

communication or statement, state the substance of the matter communicated or discussed; and, f. whether predating, In accordance with Paragraph 5 supra, identify each and every document, postdating or contemporaneous with the action, event or occurrence,

describing, referring to, used in connection with, or otherwise relating to such action, event or occurrence. 7. "Person" or "persons" shall mean any natural person or any business, legal or

governmental entity or association. 8. "Communication" shall mean the transmittal of information in any form,

whether oral, written or electronic, (including without limitation, electronic mail, whether company networked or web-based, and any and all attachments thereto, internet bulletin boards, instant messages (1M), internet chat room transcripts, social networking site pages, or any other

Freedom Soccer, LLC et al Women's Soccer, LLC Case No: 502011 CA 018214 AI Plaintiffs' Request for Production of Documents Page 6 of 12

record of communication via electronic media, as well as all metadata, deleted data and/or any and all directory entries, pointers or other metadata relating to any deleted data), and shall include, but not be limited to facts, ideas, inquiries and correspondence. 9. "Related to," "relate to" or "relating to" shall mean directly or indirectly

mentioning or describing, pertaining to, being connected with, evidencing, constituting, or reflecting upon a stated subject matter. 10. "Complaint" shall refer to the most recent Complaint in the instant action whether

or not such complaint is titled as "Amended." 11. "Time Period" shall refer to the period of time from one (1) year prior to the date

of Plaintiffs filing their Complaint at Law. 12. "Relied upon" shall mean being or having been depended upon or referred to or

being appropriate for such reliance. 13. The words "and" and "or" shall be construed conjunctively or disjunctively rather

than exclusive. The word "including" shall be construed without limitation. 14. The use of the past tense shall include the present tense and the use of the present

tense shall include past tense so as to make the Interrogatory or Request inclusive rather than exclusive. 15. 16. The singular includes the plural and vice versa. The term "affiliate" shall mean any person or entity over which you are able to

exercise practical control, in which you hold more than a 9.9% ownership interest or for whom you are authorized and/or otherwise able to act as agent or to otherwise make legally binding commitments, including but not limited to any of your partners, any partnership in which you are

Freedom Soccer, LLC et al Women's Soccer, LLC Case No: 502011 CA 018214 AI Plaintiffs' Request for Production of Documents Page 7 of 12

a partner, any limited liability company in which you are a member, any person or group of persons for whom you manage, operate, or monitor any real estate or investment activity. 17. "Defendants" shall refer to each and all of the persons/entities presently named as

Defendants in the Complaint. 20. The clauses "State Each Fact," "Identify Each Document," or "Describe
III

Detail" mean to provide, in addition to the recitation of each such fact: a. Identification of your source(s) of information concerning such fact,

including the date on which you first received such information; b. Identification, in accordance with Paragraph 5 supra, of each document

that relates in any way to, or that refers to or evidences such fact; c. Specification of the substance of each such fact or document. INSTRUCTIONS Defendants request that the documents and information responsive to the Requests be produced in accord with the following instructions: 1. Where a Request contains a general question or questions, followed by a specific

question or questions, the specific question or questions are to be read and interpreted as requesting additional information, not as limiting the general question or questions. 2. Requests for electronically stored information ("ESI") or information in electronic

form shall not be satisfied by production of printed copies of such electronic information but shall require: a. The production in electronic form of the original or electronically cloned

information, as the term "clone" is understood by forensic data processing experts;

Freedom Soccer, LLC et al Women's Soccer, LLC Case No: 502011 CA 018214 AI Plaintiffs' Request for Production of Documents Page 8 of 12

b. and c.

Production in native format, without alteration or deletion of metadata;

Identification of the hardware and software programs needed to translate

the information into a usable form in the information's native format. 3. If you claim that the attorney-client privilege or any other privilege is applicable

to any meeting or document, the identification of which is sought by these Interrogatories or Requests, the substance of that meeting or document need not be disclosed, but with respect to that meeting or document, you shall: a. b. State the date and place of the meeting and/or identify that document; Identify each and every person who requested or initiated the meeting or

who was an author of the document; c. Identify each and every person present at the meeting or who was an

intended or actual recipient of the document; d. identified; e. Identify each and every document concerning what occurred at the Identify each and every person represented by each and every person so

meeting, whether it predates, postdates, or is contemporaneous with the meeting; f. Provide all other circumstances or information concerning the meeting

upon which the claim of privilege is asserted; and g. Identify the paragraph number of this Document Request to which the

document, or identification of the meeting, is responsive or otherwise pertains.

Freedom Soccer, LLC et at Women's Soccer, LLC Case No: 502011 CA018214AI Plaintiffs' Request for Production of Documents Page 9 of 12

4.

If a Request is silent as to the time span, production

shall be made of all

documents and information requested from the date, which constitutes the first day of the Time Period through the present date. 5. If any document requested herein was, but is no longer, in your possession or

subject to your control, please state whether it is: (1) missing or lost, (2) destroyed, (3) transmitted or transferred voluntarily or involuntarily to others, or (4) otherwise disposed of. In each such instance, describe in detail the circumstances surrounding, and authorizing for, each such disposition and state the date or approximate date thereof. To the extent that any of the

above information is not available, describe in detail any other available means of identifying such document. 6. 7. Documents produced shall be Bates labeled. In your responses to the Requests for Production, each of the documents

responsive to each of the Requests below shall be identified as such by the Bates label it bears.

Freedom Soccer, LLC et al Women's Soccer, LLC Case No: 502011 CA018214AI Plaintiffs' Request for Production of Documents Page 10 of 12

DOCUMENT REQUESTS
1.

Produce all documents relating to Defendant's

decision to suspend the 2012

Women's Professional Soccer ("WPS") season, including but not limited to any communications by or between members of the Board of Governors, communications by or between owners of WPS teams, and minutes of any Board of Governors' meetings. 2. Produce all documents relating to the January 18, 2012 Terms of Settlement

between Plaintiffs and Defendant, including but not limited to any documents relating to Defendant's decision not to comply with settlement terms. 3. Produce all documents relating to Defendant's plans to resume play in the WPS

league in 2013, including but not limited to any communications by or between members of the Board of Governors, communications by or between owners of WPS teams, and minutes of any Board of Governors' meetings. 4. Produce all documents relating to the WPS January 30, 2012 press release

entitled, "WPS Suspends Play for 2012 Season," including but not limited to any drafts, revisions, markups, or approvals. 5. Produce all documents relating to the media conference held by WPS CEO

Jennifer O'Sullivan and Fitz Johnson on January 30, 2012, including but not limited to any notes, agendas, memoranda, talking points, or communications by or between Ms. O'Sullivan, Mr.

Johnson, members of the Board of Governors, other WPS team owners, and/or any other third parties. 6. Produce all documents relating to Plaintiffs' U.S. Soccer Federation ("US SF")

bond, including but not limited to documents sufficient to identify the location of the bond and

Freedom Soccer, LLC et at Women's Soccer, LLC Case No: 502011 CA018214AI Plaintiffs' Request for Production of Documents Page 11 of 12

any momes associated therewith, and to identify whether any portion of the bond has been dissipated or distributed. 7. Produce all documents relating to any attorney's fees incurred by Defendant

relating this action, including but not limited to any bills and statements of accounts issued by SNR Denton US LLP and Rennert Vogel Mandler & Rodriguez, P.A. 8. Produce all documents relating to the economic and/or business prospects of

Defendant for the 2012 season, including but not limited to any financial forecasts, budgets, economic projections, financial statements, and profit and loss statements, whether such

materials were provided internally or to third parties including the USSF. 9. Produce all documents relating to the economic and/or business prospects of the

WPS teams for the 2012 season, including but not limited to any financial forecasts, budgets, economic projections, financial statements, and profit and loss statements, whether such

materials were provided internally or to third parties including the USSF. 10. Produce all documents relating to the sanctioning requirements of the US SF for

the 2012 season, including but not limited to documents sufficient to show the steps WPS has taken, or failed to take, to meet the sanctioning requirements for the 2012 season.

Freedom Soccer, LLC et al Women's Soccer, LLC Case No: 502011 CA 018214 AI Plaintiffs' Request for Production of Documents Page 12 of 12

CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and correct copy of the foregoing has been furnished by U.S. Mail and electronic mail on this

ref r

day of February, 2012, to: Jill Nexon Berman, Esq.,

Rennert Vogel Mandler & Rodriguez P.A., 2900 Miami Tower, 100 S.E. Second Street, Miami, FL 33131 (jnberman@rvmrlaw.com); Pamela Fulmer, Esq., SNR Denton US LLP, 525 Market and David 1.

Street, 26th Floor, San Francisco, CA 94105-2708 (pam.fulmer@snrdenton.com);

Ackerman, Esq., SNR Denton US LLP, 1301 K Street NW, Suite 600 East, Washington, D.C. 20005 (david.ackerman@snrdenton.com). Louis S. Ederer, Esq. Arnold & Porter LLP 399 Park Avenue New York, NY 10022-4690 CARLTON FIELDS, P.A. 525 Okeechobee Boulevard Suite 1200 West Palm Beach, FL 33401 Telephone: (561) 659-7070 Facsimile: (561) 659-7368 E-mail: jianno@carltonfields.com E-mail: crosenberg@carltonfields.com

BY:

~~f

Florida Bar No: 655351 CHARLES M. ROSENBERG Florida Bar No: 279064

Counsel for Plaintiffs Freedom Soccer, LLC and magic Talk Soccer Club, LLC

Telephonic Proceedings Before Judge Meenu Sasser

Freedom Soccer vs, Women's Soccer

1
2
3 4

IN THE CIRCUIT COURT OF THE FIFTEENTH JUDICIAL CIRCUIT IN AND FOR PALM BEACH COUNTY, FLORIDA CASE NO: 50 2011 CA 018214 AI

5

6
7

FREEDOM SOCCER, LLC AND MAGICTALK SOCCER CLUB, LLC, Plaintiffs, vs. WOMEN'S SOCCER, LLC, Defendant.

8 9 10 11 12 13 14 15 16 17 18
19

______________________________________ 1

TRANSCRIPT

OF THE TELEPHONIC HONORABLE

PROCEEDINGS

BEFORE THE

MEENU T. SASSER

20 21
22

23 24 25

West Palm Beach, Florida January 31, 2012 Preferred Real-Time Reporting Reported by: Tracey A. Slye

I

EXHIBIT

~/
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4

APPEARANCES: FOR THE PLAINTIFFS: CARLTON FIELDS 525 Okeechobee Boulevard, Suite 1200 West Palm Beach, FL 33401 BY: JOSEPH IANNO , JR., ESQUIRE CHARLES M. ROSENBERG, ESQUIRE FOR THE PLAINTIFFS: ARNOLD & PORTER, LLP 399 Park Avenue New York, NY 10022-4690 BY: LOUIS S. EDERER, ESQUIRE
.~

5 6

7
8
9

10 11 12 13 14 15 16 17 18 19 20 21
22

FOR THE DEFENDANT: BERMAN, RENNERT, BOGEL & MANDLER, 2900 Miami Tower 100 SE Second Street Miami, FL 33131 BY: JILL NEXON BERMAN, ESQUIRE P.A.

SNR DENTON US, LLP 525 Market Street, 26th Floor San Francisco, CA 94105-2708 BY: PAMELA FULMER, ESQUIRE

23 24 25
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Freedom Soccer vs. Women's Soccer

1
2

PRO

C E E DIN

GS

3 4
5 6 7 8
9

Be it remembered

that the following

proceedings MEENU T.

were had telephonically

before the HONORABLE Reporting,

SASSER from Preferred Real-Time Circle, January

2 Harvard on

Suite 100, West Palm Beach, 31, 2012, beginning as hereinabove

Florida,

at 9:30 a.m. with noted, to wit:

appearances

10 11 12 13
14

MR. IANNO: Charles Rosenberg court reporter THE COURT: MS. FULMER:
I

Joe lanno and along with me and Lou Ederer. We do have a

on the line. Okay. That's fine.

Pam Fulmer is in the airport. noise. in Miami.

15 16
17

apologize

if there's any background This is Jill Berman

MS. BERMAN: David Ackerman

is in court in another matter and

18 19 20 21
22

won't be joining us so we are all here. THE COURT: Good morning, everyone. We have

set -- thank you for getting chambers last evening.

in touch with our

We have set for hearing

plaintiff's injunction motion.

motion to suspend the February 1st hearing and Mr. lanno, I did read your

23
24 25

Are you going to argue or Mr. Ederer? Mr. Ederer is, Your Honor.
Page: 3

MR. lANNO:

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MR. EDERER: Honor,

Good morning,

Your Honor.

Your

the announcement

by the league that it has is detailed in

suspended our motion

its 2012 season, which

that we filed yesterday,

completely

5
6 7

changes the motion for temporary relief. landscape temporary seeking

injunctive different for

We're operating on a totally now. We reviewed the motion

8
9

relief.

All of the relief we're of that motion and it was

in the injunction portion

10 11 12
13 14 15 16 17 18 19

was of a temporary

immediate nature

geared towards the reinstatement the league in time to participate season. Now apparently

of our team into in the 2012

there is no 2012 season.

So

at first glance -- and we were honestly completely yesterday. blindsided by this announcement

We hadn't heard a word about it. overnight, but

This kind of thing doesn't happen we had no communication

from opposing

counsel.

20 21 22
23
24

We feel it does not appear we need to go forward with the injunction portion of this motion. we were hoping to have a little more time to consider withdraw this, but we may well be willing this motion for temporary to Now,

relief at this

25

time without prejudice,

and the only reason I say
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Freedom Soccer vs. Women's Soccer

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without prejudice

because what happens

if the

2
3

league changed its mind tomorrow withdraw

after we

the motion and they say, okay, now we're Well, if that

4 5
6

going to play the 2012 season.

happens we would want to reinstate but otherwise

the motion,

it appears to us there is no need

7 8
9

for this motion at this point. And as I said, we wanted to have a day or so to consider opposing our position, but as we advised we don't think there's

10 11 12
13

counsel yesterday

any need to rush down to Florida and have a full blown hearing of this motion on the temporary for no reason. injunction portion

We think that

14 15
16

there are two directions one of two directions, an injunction dispute hearing.

the case should go now,

neither of which involves First of all, if the

17 18 19 20 21 22
23 24

is going to go forward then in view of

the court's earlier decision on the contract issues we should proceed directly resolution at this point. to dispute

In fact, we tried to start this process already by letter to the league and we received no response. The second option, however, and

this is the one we believe should be pursued, involves settlement. We were before Your Honor
Page: 5

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Freedom Soccer vs. Women's Soccer

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on January

18th and if you recall at the league's

2
3 4

behest we stayed up the whole night before and we worked out a comprehensive position settlement. Our

is this is a settled case. what happened here.

We don't the

5
6

understand

Apparently

league has decided it doesn't want to settle the case, it wants to get out of the settlement, as far as we're concerned we had a final settlement agreement. All of the terms were but

7 8
9

10
11

agreed to and the only issue we were talking about with the Soccer Federation, discussions and these

12 13 14 15 16
17

were ongoing as we told the court in last week, were the

our phone conference circumstances

under which the Soccer Federation Team players to that the parties

would allow its Women's National play in these exhibition matches were talking about. And these discussions were making progress couldn't

18 19 20 21 22
23 24

were ongoing and we

-- and by the way, if we could

work something out, the settlement

have gone forward anyway. played

We could have just

the games without the Women's National but this is a done deal and in any were only revolving around

Team players,

case these discussions

25

what was going to happen in 2012 which apparently
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Freedom Soccer vs. Women's Soccer

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is now a moot point since the league is not playing in 2012. is we have a done settlement

So our position

and to the extent that the league is taking the position that we don't, we intend to seek of that agreement by way of motions

6
7
8 9

enforcement

to the court or otherwise

and that's why we read

the terms into the record on the 18th because we didn't want the league to run away from the deal that we had worked out with them. By the way, and I don't want to go into a long discussion provisions about this, but one of the was a was

10
11

12
13 14 15 16 17

of that agreement

no-disparagement disparage

clause and yesterday

Dan Borislow Monday. blamed Mr. Borislow

The league for the demise of call

practically the league.

There was a live conference

18
19

that the league had with reporters transcript

and we have a

of that call and it was the same thing

20 21
22 23 24 25

and you can only imagine what it took for my client, who doesn't mince words, not to speak out yesterday. He was getting calls from reporters of

every five minutes and there were hundreds news reports that came out all blaming

him for

the league's demise.

So we want to make a motion
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1

to enforce the settlement

agreement

and we also

2
3 4

want relief with respect to any future violation of the settlement agreement. that there is a final

It's our position settlement hearings

5
6 7

here, there's no need for injunction with

and we may even request discovery

respect to that because we suspect that there may be other reasons why the league decided its season having nothing to do with Mr. Borislow, but the bottom line is there is no hearing. That only had to for the 2012 We to cancel

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need for an injunction do with the immediate

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relief needed

season that is now not going to be played. will likely withdraw the motion

for injunctive

relief without prejudice to press

and we're either going or more

forward with dispute resolution

likely with a motion settlement

to enforce the terms of And in any

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and for related relief.

case, Your Honor, we don't think there's any need for an injunction hearing tomorrow because the

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issues that that hearing was intended now appear to be moot. THE COURT:

to address

Thank you, Mr. Ederer.

Miss

Berman, Miss Fulmer, response? MS. BERMAN: Yes. I'll be speaking. Miss
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Fulmer was worried about the noise at the airport. Again, She is at the San Francisco Airport. First of to

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this is Jill Berman speaking.

all, Your Honor, we would have no objection them withdrawing their motion for temporary

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relief if that's what they choose to do, but I want to point out that the only relief sought in this case is the very relief sought in the injunctive portion. There is no other relief And really this case should that we

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sought in this case. be dismissed have.

based on the circumstances

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We have no objection

to spending a couple We agree that this and

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days trying to work that out. case should preclude we are prepared that.

to a dispute resolution

to offer a very fast track on

Mr. Ederer, if you could put the phone

away from your face a little bit it would be helpful. The dispute resolution which is the settlement we've really fulfilled. then arbitration. quickly with that. plaintiff calls for three steps

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efforts which we think There's mediation and

We're prepared

to proceed

The only relief sought by the

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in this case was to put Mr. Borislow Pending that now that there
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back in the league.

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is no season there's no purpose we're prepared

for that and

to go forward with that. a number of

With regards to settlement, statements dispute,

made by Mr. Ederer which we firmly

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we have no desire to get out of this whatsoever. What happened is that or

settlement

both of the parties,

both Mr. Borislow

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Mr. Ederer or our representative

went directly to that US Soccer

US Soccer as did we and we believe

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has made it clear that there is no scenario other than Mr. Borislow's team being a part of our

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league under which they would allow the National Women's another members Team members to participate. scenario that does not involve we can certainly discuss If there is those

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it, but our

understanding

has been, and to our chagrin, that

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US Soccer has refused to allow the National Team Women to play absent some affiliation league and the settlement explicitly Everybody dependent recognized with a

that we announced was

on US Soccer approval. that. We believed we were

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at a dead end on that. Therefore, enforce. there is no settlement to

Nevertheless,

all of those issues could dispute resolution
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be taken up in the alternative

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mechanism

that the parties have agreed to and with that,

since there's no reason not to proceed

we're ready, willing and able to go on that. However, we do not believe it's appropriate to

keep this case pending and out there while we're doing that. The sole purpose of this case was to

get us to ADR. required

The court ruled that we were could be

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to do that before termination We're prepared

effective.

to do that and to go

forward and at this point ~his suit is basically a hollow shell and does not need to remain of record and should be dismissed THE COURT: MR. EDERER: by the plaintiff.

Any rebuttal, Mr. Ederer? Yes, Your Honor. First of all,

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we think the issue of settlement Honor. We read the settlement

is before Your

into the record in this

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and we believe we have a final settlement court.

It's not part of ADR; it's part of what's

before you. Secondly, there is an underlying complaint

in this case which hasn't been final with the term and that may well be that that can be disposed of summarily, finally determined. for, I believe but it has not been claim

We have an underlying

it's specific performance

and for
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declaratory

judgment and that has to be decided. Maybe it could be over

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The case is not over. tomorrow

if Your Honor were to enter an order entered with injunction

based upon the order you've already respect to the motion for preliminary

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on the contract portion, over.

but this case is not

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And in any event, we think we have the a settlement that

right outside of ADR to enforce was announced

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in court to Your Honor.

We don't

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think that that's part of anything with the parties' underlying

having to do That

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relationship.

has to do wlth the settlement that's before this court. THE COURT: grant plaintiff's Okay.

of this lawsuit

Thank you.

I'm going to a February So if

motion to suspend

1st injection hearing in this case. plaintiff would like to withdraw and file a notice

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their motion for to withdraw,

an injunction

that's certainly

fine, but at this point in time is I'm going to the February to

all I'm going to do procedurally grant plaintiff's 1st hearing. enforce

motion to suspend

With respect to any motions agreements, those can

settlement be filed.

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certainly them.

I'll be happy to consider can certainly be
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Any written oppositions

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filed.

As to the issues on the arbitration, is dispute resolution. Certainly

the

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alternative

those are not matters for this court to address. Those would be outside this court's jurisdiction.

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So at this point in time all I'm going to do, Counsel, plaintiff's hearing. is I'm going to go ahead and grant motion to suspend the February 1st motions and

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You can file any appropriate

that are necessary

with respect to settlement

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I'll be happy to consider those at the time. Mr. Ederer, if you want to send me an order on 1st hearing, I'll be happy to sign

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this February it.

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MR. EDERER: circulate

I will prepare

one and

it, Your Honor. Thank you everyone. Have a

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THE COURT: great day.

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(Thereupon, the hearing was concluded 9:44 a.m.)

at

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HEARING CERTIFICATE

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I, TRACEY SLYE, certify that I was authorized and did stenographically report the foregoing proceedings and that this transcript is a true record of the proceedings before the Court. I further certify that I am not a relative, employee, attorney, or counsel for any of the parties nor am I a relative or employee of any of the parties' attorney or counsel connected with the action, nor am I financially interested in the action. Dated this 1st day of January, 2012.

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TRACEY A. SLYE Notary Public, State of Florida

Commission #DD765450 My Commission Expires: February 7, 2012

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