Acknowledgment
The undersigned, Keary Ecklund, Tammy Ecklund, The Indoor Football League, Inc.,
Green Bay Bombers, Inc., Madison Mad Dogs, Inc., Dayton Football, Inc., Flint
Football, Inc., Wichita Football, Inc., Johnstown Football, Inc., Peoria
Football, Inc., Sioux Falls Football, Inc., Fargo Football, Inc., LaCrosse
Football Inc., Duluth Football, Inc., Erie Football, Inc., Sioux City Football,
Inc., Wheeling Football, Inc., Bismarck Football, Inc., Rapid City Football,
Inc., Billings Football, Inc., Mankato Football, Inc., and Casper Football, Inc.
(collectively, the "IFL Group" hereby agree, acknowledge and covenant to The
Orlando Predators Entertainment, Inc. ("OPE") as set forth in this
Acknowledgment.
Whereas, the undersigned have entered into that certain Asset Purchase and Sale
Agreement (the "Asset Agreement"), dated of even date herewith, with IFL
Acquisition Co., L.L.C. "Acquisition Sub"), pursuant to which the undersigned
have agreed to sell to Acquisition Sub certain assets used in the operation of a
minor league of indoor football towns (the "Business") as more specifically
delineated in the Asset Agreement (the "Assets").
Whereas, certain of the Assets are thereafter being transferred by Acquisition
Sub to OPE, including, but not limited to, the following (collectively, the "OPE
Assets"): (1) all of the sport and training equipment and uniforms used in the
operation of the Business and/or the Teams (as that term is defined in the Asset
Agreement); (2) all of the Inventory, if any, of souvenir and licensed
merchandise relating to the operation of the Business or the Teams; and (3) all
of the furniture, furnishings, supplies and other tangible personal property
listed on the attached Schedule I and all of the intangible personal property
used in connection with the operation of the Business and/or the Teams.
Whereas, consideration to be paid by OPE to Acquisition Sub for the transfer of
the OPE Assets will be delivered, by endorsement or otherwise, to the IFL Group
in consideration of the conveyance of the Assets by the IFL Group to Acquisition
Sub.
Whereas, it is the intent and desire of the IFL Group to have the
representations, warranties, covenants, releases and escrowed funds inure to the
benefit of OPE.
Now, therefore, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the IFL Group do hereby jointly and severally
agree as follows:
1. Incorporation by Reference: The provisions of (I) Section 2(d) and
Exhibit "D" (Release of Liability), (ii) Section 9 (Seller's Representations and
Warranties), (iii) Section II (Indemnification), (iv) Section 9(i) (Securities
Act Representation), (v) Exhibit "H" (Covenant not to Compete); and (vi) Exhibit
"G" (Personal Guaranty) of the Asset Agreement are hereby incorporated in this
Acknowledgment by this reference as if fully set forth herein and are
incorporated for the benefit of and shall inure to the benefit of, and the
rights thereunder shall be exercisable and enforceable by, OPE.
2. Representations Regarding OPE Assets: With respect to the OPE Assets,
the IFL Group jointly and severally represent and warrant: (a) upon transfer of
the OPE Assets to OPE, OPE shall possess good, marketable and indefeasible title
to the OPE Assets, free and clear of any and all liens or encumbrances
whatsoever and in good condition and repair; (b) the OPE Assets have been paid
for in full prior to their transfer to Acquisition Sub; (c) all taxes which may
result in a lien on the OPE Assets have been paid current including, without
limitation, all sales or transfer taxes; and (d) the transfer of the OPE Assets
do not require the consent of any third parties. Such warranties and
representations shall survive the execution and delivery of this Acknowledgment.
The representations set forth In the Asset Agreement and this Acknowledgment
shall survive the closing of the transactions contemplated in the Asset
Agreement and this Acknowledgment.
<PAGE>
INDOOR FOOTBALL LEAGUE, INC.,
By: /s/ Keary Ecklund
---------------------
Keary Ecklund
Its: President
GREEN BAY BOMBERS, INC.
By: /s/ Keary Ecklund
---------------------
Keary Ecklund, President
MADISON MAD DOGS, INC.
By: /s/ Keary Ecklund
---------------------
Keary Ecklund, President
KEARY ECKLUND,
By: /s/ Keary Ecklund
---------------------
Keary Ecklund, an individual
TAMMY ECKLUND,
By: /s/ Tammy Ecklund
---------------------
Tammy Ecklund, an individual
DAYTON FOOTBALL, INC.
By: /s/ Keary Ecklund
---------------------
Keary Ecklund, its President
FLINT FOOTBALL, INC.
By: /s/ Keary Ecklund
---------------------
Keary Ecklund, its President
WICHITA FOOTBALL, INC.
By: /s/ Keary Ecklund
---------------------
Keary Ecklund, its President
<PAGE>
JOHNSTOWN FOOTBALL, INC.
By: /s/ Keary Ecklund
---------------------
Keary Ecklund, its President
PEORIA FOOTBALL, INC.
By: /s/ Keary Ecklund
---------------------
Keary Ecklund, its President
SIOUX FALLS FOOTBALL, INC.
By: /s/ Keary Ecklund
---------------------
Keary Ecklund, its President
FARGO FOOTBALL, INC.
By: /s/ Keary Ecklund
---------------------
Keary Ecklund, its President
LACROSSE FOOTBALL, INC.
By: /s/ Keary Ecklund
---------------------
Keary Ecklund, its President
DULUTH FOOTBALL, INC.
By: /s/ Keary Ecklund
---------------------
Keary Ecklund, its President
ERIE FOOTBALL, INC.
By: /s/ Keary Ecklund
---------------------
Keary Ecklund, its President
SIOUX CITY FOOTBALL, INC.
By: /s/ Keary Ecklund
---------------------
Keary Ecklund, its President
WHEELING FOOTBALL, INC.
By: /s/ Keary Ecklund
---------------------
Keary Ecklund, its President
<PAGE>
BISMARK FOOTBALL, INC.
By: /s/ Keary Ecklund
---------------------
Keary Ecklund, its President
RAPID CITY FOOTBALL, INC.
By: /s/ Keary Ecklund
---------------------
Keary Ecklund, its President
BILLINGS FOOTBALL, INC.
By: /s/ Keary Ecklund
---------------------
Keary Ecklund, its President
MANKATO FOOTBALL, INC.
By: /s/ Keary Ecklund
---------------------
Keary Ecklund, its President
CASPER FOOTBALL, INC.
By: /s/ Keary Ecklund
---------------------
Keary Ecklund, its President
