wps exhibits 41-62

8/3/2019 WPS Exhibits 41-62

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EXHIBIT 41


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JONES DAY~$5 CAliFORNIA:S~EeT. '26TH FLOOR $AN FRANCISCO .CALIFORNIA 94104

' re J , .EPHON E : { 4 1~ ) 626.3939.FACS1MH.E:(415). 81$-57.00D ir e ct N um be r . . {4 ~ ~ J 8 75 -- 57 9- 7Pkfulr l ie [email protected]

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Dan ie l Bo ri slow , G o ve r no rJune. 14.20 11Page 2. r e imbur sed fQ t: fu e f ie ld board and v iuep . .xpeni;esit wfi~fotced to assume o n th e T e a .m 'S b e ha lf ,which: tQ taJ $11,, 1: 09 .14 . The Leagu~.basn .Qtre~d . :v~dre imbur$emento f the:costspa id to.Pumaf o r th e T e ~ ~ s i i t ii f o r :m . sa n d e q u i p m e n t , w h ic h t ot a1 .S 9,045 .5 2 . You have ~Q not ye t pajq.thef ines that ,have b een asse sse d hy the l e .aguein t l le .amounto f$24 ,550 .00 .We a l so b av e .r e c en t ly1c;;~4 t h a , t YQtl4~Y.,~ai(lp.Ql?licJythil: t y O . u l:u;t,vel1oi n~ent iQnof pa yin g these fin es, whiyh W(i)Q.idofcoutse,bea s ep a t a t e v io la t i o n o f t h e .O p . e t t l t i n g A,gremen t A tta che d a s E xhi bit A > .please f f u da 4 e t e . 4 a ~ J J n t i J : J g ' Q f a l r o f j ; h ~ s l i u ~ n p d i d~ J m d f i u ~ s o : w e q t ohe Lea gus, w hich to ta l$44,104.6.Qas~fl;he~te 6ftbis ' l e t t , t , f6tyoQifevieWaJj.dpayrrient .

Be st de s t he se c o n t i n u i n g breaches. YOi l.have fa il ed to a tte nd a ny. L ea gu e B oa rd meet ingssince J A A t i ; : U Y .70 1 1 , ~dsipliJwly, your s i a f : f . ' T : ( } : u . t i n ~ l ymisses r e qu ir e d me e ti ng s , in b r e e c h .ofyour f i d t i C i f a r y : d u t i e s to Wbtne r t ' sSOt!cer, LtC ..

A d d ft io n aU y " onMay 1 3 ,2 01 1 ; I se a ry cn a s ep ar ate letter requesting that y ou c ea se an dd s . J $ t f t q w m . ? k i n g t t r iY f~e r4 .e f@ ia to ds.~t~m ~~.;;ibo ut the League or its vendors. Th1:$letter poi 'n ted ,outihafyo.U. personallY publfshed.on a t le as t tw O separate websitea.several fa l se ,mi~l,~g~ ~d,(j~;tlW.'l~tQliY:~atem~nt.$"cQngeJ.l$gheLe~e an d its vendors, you were-alsoii6ufiedthauuh:st'atemetl1$:inaddltiQh to l i e i n g : f u d p e i l d e n t l y act i9nabl~COJiSt i tu te ' separa tev i~1 at ion sQf Jh Le~gue 's . Oper a ti ng Ag re eme n t u n de r Art icles . 3 .6(a) and S . : 2 ( c ) . Theseir iq~pnclerit b tea ,ch~a r~ri(>tapa ..~le :ofb~ii1 g~U red . ....F1n~ily~we'a ls6 te 'Cen t ly leame d . .o f severa l afitieipatory breaches by the Team . For~ ~ t l } ; I ~ ~ : ~ : . ~ ~ : ! ~ ~ ~ : r 1 ; i ; : ! ~ ~ : ~ ~ : f i : t f . t : i : : ; ~ : : : : ~ ~ ; : ~ d ~ ; g e t o u s

w ~ ! l . t b , < ; i r ; 9 Q I l 9 i 1 i Q n i : y p u ~ l $ Q r e . c e n t i y n Q t i n ~ d ! t h . ~ t e . a g ] , l e ,that: y o u an;' C o 1 ; l s i d e d n g r e H n q . i s ] i i n g ,majorlt}ij)Wi1tf$Np (jftl1e.Te~. P l e a s e . ; b e a d Y i s . e d t h a t any SlhtriI}Sfer wouldneed to co@Ply'withihe:t~nnsof.Ait ide9.;O.i Qflh~tLCAgreem:~ijt.. or would C()nstitute~()therindepend.elltp~ch. . ..}8s:a;t~SUlt;().fth~~tnu.1tWleot-ea4~s.which li~ve 119tb e e n a t arein~pable:()fDingc~d.theBo~a~f:GovetnrsofWQmen~s,:SQCC.~F LtC(th~"Board ') is consid* tingwhat .~ C i t : i Q Q ~ m a y J 1 P ' P i : o P r i a . ~ e . . i i l t l J , e $ cit~UrtiS~ijiGe$.~O n e poss.ibility isteriI i inaU*g t l : i e T e a . m f r : & mth .e . ieagi tepl l fsU~to,Atdib tS~lt~)(i}.:alldad n ~ ) ~ f t h e , Q : P r a t i n ggreement , l ibwevet,. b , ~ f o . r . ~ ~ # . l 1a . : 4 .e i ~ ~ Q ~ l $ . ; @ ~ a e ." .~ < ll i tsg~!~.Ai~~lq . n y ) '@9, (~)9f t l .1eQp~t4t ing:Agteejheht;;th~:Le.~SiWiltC6ndutta:teleph6nic:j}earinlrtoAietemiin~whether~h,:a:~.i[_i;&~~tl ' tb ' the':ChlefExecutiY~':offi~rf t he te a~~> whoWib e nSur e' that it i s . d e l i v e r e a t o : the


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JON~S DAY

Dam.~lBori$IoW, GovernorJ U n e 1~.2 0 1 1 . .'pag 3

J , l o~q . Ih e c B~4 w ill)i~tifY the Teaw'1itwp, t ; ipgQfi~.d,eisidn f !Up.$qlJentq the }~ y 15~heatTIlg. r ha ve :a tt ache d lo r your infOm1ation.asEXhlbit 13 a documeat .containing. the ' rules an dPtC):e4~es:tbatw i .l l .a p p I Y t o -t he co r ir ; iuc t rifthls..h~Iig, ..P le a se c n n fi tmy o ut . availabiHty t o t a h ea rin g on July 15 , zor 1 in fro nt {lithe full Boardto ql~~liS~Ii~~~j~SJJes.;, ..

Ve ry f ri lly y ou rs ;

PmnelaK. Fulmeree: Anlle~MarleEi1raa~~CEO (via email}T. FitzJ.oh~.ori, Chmr , E9~d, ( j f G~)V~rnQts(via email)

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E .XH IBIT A .)

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EXBIBITB

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HEARING PROCEDURES RELATING TO POTENTIAL TERMlNAnON OFOPERATING AGREEMENT1. A Member shall be given reasonable notice of a hea r ing wh~n

te rm in ation of the Operating Agreement as to tha t .Member i s be i n g ; con si d e re d ,2. A Member sha ll ha ve the right to tender a written submiss ion of notlonger than 1()double ...pacedpages setting forth its reasons why the OperatingAgreeme .n t shou ld ho t be terminated as. to tha t Member ,3 . The w r it te n s ubm is si on by the Membe r is d ue on e . w eek prio r to the.d a t e . of the hearing. The writtensubmissionmust be emailed.and faxedtothe CEOof the League, who will provideelectronic-copies to the Board of Governors.4. The hearing concerning th e potential termination shallbe no longerthan one hour inlength.

. 5. The Membe r shall have' the opportunity to be hea rd by-the full Boatdof Gevernorsas to . why the Member should 110tbe terminated.6 . The Member and :the.League maybe r epr esen ted by"Sep4rate counse lat the hearing,7. A Iieensedstenegrapherwill attend-the hearing and prepareawrittent ra n s cr ip t a nd theBoardof Governors, the CEO of the League, ando ihe r

app ropr fa te Le ague personnelshallbe entitled tore vie w a nd m ain 41 iti 'a copy of t h . etranscript. The 'transcript shall be confidentialand is subject to the confidentialityprovisions of the OperatingAgreement.and the Women's Soccer LLC Agr e emen t .8. The:Chairman of the Board shall preside at the. hearing, which s h a n be .co n du ct e d t e le p hQ r ti ca i ly .9,~ Forina!. rille$.ofevidenCe do not .apply tothe eonduc t . e f ' the .heas ing ,10. A supe rm ajority vote o f the Boasd.of'Govemera is re qu ite d tot ermin ate th e .Membe r"11 . A 'Wrlttn n6tic~Qf4e.ch~.iOnafter hea.ting ni~tbe.em~ile.:4.~d . f a x . e dto. the Member , .

SFi-7G04.27v 1 .


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EXHIBIT 42


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R e: Fw : O pera ting A greem ent A rtic le 13 .1 N otice o f H earin g - 's ignedDan Bo r is lo w . 06/15/2011 08:52 P Mpk fu lmera r n e , fltz, Iha rdcas t l e

I am willing to meet on al issues in an informal mediation.I amunwilling to go through a bullshit he.aring on July 15 without goingthrough mediation first and then go through formal mediation.-if this isnot acceptable,I wil be taking an action in court on this fraudulentinducement and the league trying to. s teal valuable assets.I am alsowilling to come to an agreement on how we can both conduct ourselvesuntil the end of the season while we wait for mediation in case wecannot resolve this informally.The first suspension was way outside therules and the second is just totally ridiculous.I suggest Pam is in thehearing to hear how wrong this suspension was.iastly,I would suggestthe owner of Boston be involved in the mediation,as I know how smart abusinessman he i s and I would be willing to do this in Boston if needbe.I have never discussed this with him and have never met him.It wouldbe good to have someone with a vested interest involved.D an ie l B or is lo w

- -- -- Or ig in al M es sa ge -- -- -From : Pam ela K Fulm er To: [email protected]: [email protected] [email protected];[email protected]: Wed, Jun 15, 2011 6:09 pmSubject: Re: Fw: Operating Agreement Article 13.1 Notice of Hearing -signedDear Mr. Borislow,We disagree with your statements below that the League has defraudedyouor is in breach of any of its agreements with you or with the' Team.Regardingyour assertion that the League somehow fraudulently inducedyou to jointhe League, this is nonsense. Instead, it was you thatrespondedto the Washington Freedom's search for an additionalinvestor--the Leaguedid not contact you or negotiate with you directly.Moreover, andas we have pointed out to you in our previouscorrespondence, it is theTeam that has breached its duties to theLeague and the Team that is liableto the League for the damages causedby these breaches and your other wrongfulacts.Please be advised that the League intends to comply with itscontractualobligations for dispute resolution, including submitting anydisputes thatcannot be informally resolved with you and the Team tobinding arbitrationin accordance with the Operating and LLC Agreements.Article 12 of the LLC Agreement provides that prior to the filing ofany such arbitrationproceeding, the parties shall meet informally toattempt to negotiate aresolution of the dispute. If these informalnegotiations fail toresolve the issue, the parties then agree to try toreach an agreementthrough a confidential mediation. If any dispute isstill not resolvedwithin 15 days after the confidential mediation.occurs, then any part yean initiate an arbitration proceeding inaccordance with the ComrnercialRules of the American ArbitrationAssociation. Please seeOperatingAgreement at Article 13.3(d) and LLC
mailto:[email protected]:[email protected]:[email protected];mailto:[email protected]:[email protected]:[email protected];mailto:[email protected]:[email protected]


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Agreement at Article 12.Pamela K. Fulmer &nbspi (bio)555 California StreetSan Francisco, CA 26th floor94104Phone (415) 875-5797Fax (415) [email protected]

From:[email protected]:[email protected]:[email protected], [email protected],[email protected]:06/14/2011 01:15PMSubject:Re: Fw: Operating Agreement Article13.1 Notice of Hearing -signed

I consider this and many other actions theleague and certainindividuals a breach of agreements we have withthe league.We will betaking a separate action.It is also safe to assurnethat we believe theleague has committed fraud when it enticed us to makean investement.We would be willing to bind to arbitrationfor all these matters underthe rig ht circum stances.Please let me know if this is acceptablebefore we both start spendingmoney on legal fees .

. " Fi tz, your a poor loser and even a worse winner. Youtreat your p.Layezslike indentured servants and:it shows.Your not foolinganybody.Howtheleague and players put up with this, is disgusting.DanIn a message dated 6/14/2011 3:21:20 P.M.Eastern Daylight Time,[email protected] writes:At the request of Ms. Fulmer, attached please find the OperatingAgreementArticle 13.1 Not.ice of Hearing. A copy will follow viafacsimile.Thank you. Lisa Hardcastle -Assistant to Pamela K. Fulmer,Nathaniel P. Garrett, Nandini Iyer andLyz Evans 555 California Street-26th Floor -San Francisco, CA 94104-1500DIRECT (415) 875-5790 -FAX (415) 875-5700 [email protected]

This e-mail (including any attachments) may contain information thatisprivate, confidential, or protected by attorney-client or otherprivilege.&nbsPilf you received this e-mail in error, please delete itfrom yoursystern without copying it and notify sender by reply e-mail,so that ourrecords can be corrected .

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mailto:[email protected]:From:[email protected]:[email protected]:[email protected]:[email protected],[email protected]:06/14/2011mailto:[email protected]:[email protected]:[email protected],[email protected]:06/14/2011mailto:From:[email protected]:[email protected]:[email protected]:[email protected]


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SNR DENTul~ Ll SNRDentonUS LLP PamFulmer525 Market Street Partner26thFloor [email protected] 94105-2708 0 +14158820149USA T +14158825000F +14158820300snrdenton.comJuly 5,2011

VIA EMAIL AND FACSIMILEDaniel BorislowFreedom Soccer, LLC

Re: Women's Soccer, LLC Agreement Article 12Dear Mr. Borislow:I have moved my practice to SNR Denton US LLP, which now represents Women's Soccer,LLC (the "League"). We are in receipt of your email correspondence responding to my earlierletter to you of June 14, 2011, concerning the possible termination of the Team from theLeague. Based on your statements in those emails, we understand that you and the Team arewaiving your right to be heard on the termination issues, and instead have opted to proceed withthe dispute resolution procedures outlined in Article 12 of the Women's Soccer, LLC Agreement(the "LLC Agreement"). We will proceed in accordance with your wishes.

Article 12.01(a) of the LLC Agreement requires that the League and the Team work together ingood faith to attempt to achieve a negotiated resolution of any disputes. In the event that theLeague terminates the Team's membership, you are free to invoke this procedure. Should thathappen, we would propose that we meet in person in San Francisco on either August 30 or 31,2011, to discuss an informal resolution. We are also happy to discuss resolution with youduring the week of August 22, 2011, if you are agreeable to a telephonic discussion rather thanan in-person meeting. I will represent the League at this meeting, which will also be attended bythe Chief Executive Officer of the League.However, please be advised that Article 13.3(c) of the Operating Agreement contains anindemnification provision, which provides that in the event of a termination, and "[t]o the fullestextent permitted by law...the Member shall indemnify the League and each other member of theLeague against any loss or damage incurred by it, and against expenses (including attorneys'fees) actually and reasonably incurred by it in connect jon with the defense or settlement of anythreatened, pending or completed action or suit by any Person in connection with suchtermination ...n Please be advised that the League takes this obligation very seriously andintends to hold the Team responsible for paying any costs and expenses related to any such

27370752\V-1
mailto:[email protected]:[email protected]


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SNR DENTOI~ L1 Daniel BorislowFreedom Soccer, LLCJuly 5,2011Page 2

termination of the Team, including any costs of mediation and/or arbitration related to suchtermination.Please confirm that you are available on either August 30 or 31, 2011, for an in-person meetingin San Francisco. Alternatively, if you are amenable to a telephonic meeting instead, pleaseprovide a couple of convenient dates and times during the week of August 22, 2011. We willthen get back to you as to the League's availability that week so that we may confirm a time anddate for our discussion. Thank you.

Very truly yours,SNR Denton US LLP

Pamela K. FulmerPM/pys

cc: Anne-Marie Eileraas, CEO (via email)T. Fitz Johnson, Chair, Board of Governors (via email)

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A R N O L D & P O R T E R L L P Louis S. [email protected]+1212 .715 .1102+ 1 21 2 .7 1 5. 1 39 9 F a x3 99 P a r k A v en ueN e w Y o rk , N Y 1 0 02 2- 46 90

Ju ly 1 5, 201 1BY EMAILPamela K. F ulm e r, E sq .SNR Denton U S LLP5 25 M arke t S tre e t .2 6th F lo orS an Fra ncisco , C A 941 05 -2 708D ea r M s. F ulm er:

I am w ritin g w ith re spect to your Ju ly 7, 201 1 le tte r to F re ed om Socce r LLC on beha lf o fyour clie nt, W om en 's Socce r LLC (the "Leag ue "), a n d the appa ren t d isa g re e men t am on g thepa rtie s. T his firm h as lo ng re pre se nte d F re ed om S occe r a nd its co rp ora te a ffi lia te s.A s you m ay be awa re , the Cha irm an of Fre ed om Socce r , Mr. Dan Borislow, i s c u rr e n tlya tte n din g the W om en 's W orld C up in G erm an y. Inh is a b se n ce , Mr. B orislo wha s a ske d this

firm to con ta c t you an d to m ove this proce ss fo rw ard exped it iously . W e reque st tha t you prov id eus w ith cop ie s o f all co rre spo nd en ce th e L ea gu e h a s ha d w ith Fre ed om Socce r a nd /o rMr. B orislow con ce rn in g the sub je ct m atte r o f y our Ju ly 7 le tte r, in clu d in g a n y c or re sp on d en cep er ta in in g to ''te rm in a tio n is su es ". Iw ould a pp re cia te i t if you w ould fo rw ard the se m ate ria ls tom y a tte n tion im med ia te ly . so tha t w e m ay re vie w them an d Fre ed om Socce r.m ay re spon dprom ptly to you r Ju ly 7 le t ter , ifs o a d vi se d . Inthe m ea ntim e, Fre ed om So cce r a nd its a ff i lia te sr ese rve all r ig hts w ith re spe ct to the sub je ct m atte r o f your Ju ly 7 le t ter and t he d is ag r eem e n tsa m on g th e p ar tie s.

Ifyou w ould like to d iscuss a ny o f the fo re go in g, ple ase con ta ct m e d ire ctly .You r s truly,Arnold &P orte r L LP

BY:~~Louis S . e re r

/cc: Fre ed om Socce r LLCR ic ha rd F ir es to ne , E sq .


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SNR DENTON i : ' Jpam. f u lme r@s n r den t on . c omD +1415882 Q149T +1415 8825000F +14158820300s n r d en t on . c om

SN De n to n US LLP525 M a rk e t S tr ee t26 FldorS an F ra ncis co . C A 94105-2708US

Pame l a K. Fu lmerPa r t n e r

July 19, 2011

Mr. Louis S. EdererArnold & Porter LLP399 Park AvenueNewYork, NY 10022-4690Re: Response to Your Letter of July 15, 2011Dear Mr. Ederer:We are in receipt of your correspondence of July 1 ,20 1,which requests copies of correspondence;between the League and Mr. Borislow relating to tete inatlon issues raised in my letter to Mr. Bori~lowof July 5,2011 (incorrectly characterized as July 7,201 in your recent correspondence.) We providethese copies to you as a courtesy as counsel for M . Bo islow and the Washington Freedomteam("magicJack").

,I would like to use this opportunity to share with yo ther recent development involving your clients.Late last week we learned that Mr. Borislow has to other owners of the Women's Professional !Soccer League (the "League") that he intends to t nsfe a majority interest inthe magicJack team tolcertain of his players, and that hewill be issuing a res releaseto the effect thisweek. Mr. Borislow!haspreviously been advised bythe CEO of the Leagu ,Ms. Anne-Marie Eileraas, that any such attempt totransfer his interest in the League without the prop r Bo rd approvals would violate Article 9.01 of theLeague's Limited Liability Agreement (the "LLCAg eem nt"), and would be null and void under Articl~. I9.02(a). In addition, under Article 9.02(b) any suc atte pted transaction would allow the Leagueto Isuspend the Team's membership interest effective imm diately. That provision also provides that th~member attempting the sale will be responsible for inde nifying the League and each of its membersfrom any losses on account of the proposed impro er tr nsfer, including expenses and attorneys' fee~.Please understand that the League intends to hold Mr. orislow responsible for all losses to itself or i~members caused by such an attempted invalid tra sfer. i

iIt has also come to our attention that Mr. Borislowonti ues to disparage the League, its CEO, certai~team owners and other individuals associated with e eague. A July 15th email from Mr. Borislow 1 0the Board is replete with false statements. For ex mple . . !. I "the ''Washington Freedom" name was attemp d t be stolen by Fitz and the league." I "I was sold by Fitz and others in the league ab ut at I should expect attendance to be across tre

league and how many sponsors and amounts he I gue expected to sell this season. Every Iprojection was a lie." . I "I was and continue to be persecuted with rna up les and conspiracies by Ann Marie (whom ~was

toldwas a lawyer by a Governor, but turns out he oesn't havea valid license.)" I "I have asked for many weeks to have Boston, NY r NJ mediate a resolution that we can all live Iby,but I don't even hear a response in turn." .


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"I have asked for many weeks to have Boston, NY r NJ mediate a resolution that we can all live/by,but I don 't even hear a response in turn." ;"You keep on listening to Anne Marie who has ee a complete failure in selling failing teams, ge,Wngsponsors, getting new franchises, keeping a b dget inHne with revenues and all of the most importantthings ... , You are being led into failure by a fail re". 1 Ii,

We request that Mr. Borislow immediately cease' & desi t from publishing any further such false and i.defamatory statements. '!IArticle 13.1(c) of the Operating Agreement require that the Board provide a member the opportunityjfor ahearing in front of the Board prior to any terminatio of membership interest. We have offered Mr. ;BoriS.ow the opportunity to have such a hearing on mult pie occasions, including offering specific dat~'s ora range of dates. Mr. Borisow has heretofore decli ed t be heard pursuant to Article 13.1 (c): Now t atMr. Borislow has retained counsel to advise him 0 the e matters, we are willing to provide Mr. Boris owthe opportunity to be heard on these termination is ues ne final time during the week of August 1, 2 11.Please let me know by the close of business on Th rsd y, July 21,2011 whether Mr. Borislow desirer ahearing before the Board during that week. !

I

I have als~ attached a copy of Women's Professio al S ccer Corporate Affi liations Disclosure Form, !which the League sent your client several months go. 0 date we have not received back a signed j!form. We request that you have your client compl te th form. You may return the signed form to mattention.Finally, I understand that your lawflrm now repre r. Borislow and the magicJack team. As a ~ suit,I will direct all future correspondence from me on t ese atters to your attention. Thank you .

Mr. Daniel BorislowJuly 19, 2011Page 2

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EXHIBIT 46


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AR NO LD & P OR T ER L L P Louis S. [email protected]+1 212.715.1102+ 1 2 1 2 .7 1 5. 1 39 9 F a x399 P a rkA ve n ue 'N ew Yo rk . N Y 10022-4690

: Ju ly 21,2011

Re : Fre ed om Socce r , LLC

BY EM AIL AND REG ULAR MAIL'Pa me la K . Fu lm er, E sq.SN RD en ton U S LLP. 525 Ma rk et S tr ee t2 6 th F lo o rS a n F r a nc is co , CA 94105-2708

Dea rMs . Fulmer :. A s you know , we now re pre sen t Fre e d om Socce r LLC and its a ff ilia te d compan ie s w ithr es pe ct t o d is pu te s with the W om en 's P ro fe ss ion a l Socce r Leag ue (the "L eag ue " ). W e re spon dhe re to 'y ou r le tte r d ate d Ju ly 19, 2011. ".

First , F re ed om Socce r d oe s w ish to be hea rd on issue s re la te d to te rm in a tio n a t a m ee tin gof the B oa rd of G ove rn ors. H oweve r , g iven tha ta s coun se l w e a re n ew to the m a tte r a n d jus tin itia tin g o ur re vie w, a nd in lig h t o f va r ious sched u lin g issue s w e an d ou r clie n t a re fa c in g , w ea sk tha t the hea r in g be he ld on an ag re ed -upon d ate in Septem be r.S eco nd , w e wish to ad v ise tha t in an y even t. shou ld the League d e te rm in e to m ovefo rward tow ard te rm in ation , F re ed om S occe r in te nd s, a s you ha ve sug ge ste d on se ve ra lo cc asio ns, to ta ke full a dva nta ge of the d ispu te re so lu tion proce du re s a va ila ble to it, i n c lud ing ,u ltim a te ly . a rb itr atio n o f all cla im s a nd d ispu te s. In th is re g a rd , w e ask th at y ou c on firm inwri t ing that, n o m atte r w ha t d e te rm in a tion the Lea gue m ay re ach following the B oa rd he ar in g, it

will n ot ta ke a ny ste ps in fu r the ra nce of te rm in atio n un til a ll such p roce dure s, in clud in ga rb itr atio n, h av e b ee n e xh au ste d. As you will app rec ia t e , inthe ab sen ce of such un de rtakin g onth e League's pa rt, ou r clie n t m ay have no cho ice bu t to se ek app ropria te re lie f from the courts top ro tec t its membe r sh ip i nt er es t.

Th i rd , with r espe ct to y ou r a llu sio n to F re ed om 's S occe r's a lle ge d co ntin uin g v io la tio nso f th e Opera t ing A gre em en t, a s Mr. B or islow ha s sug ge ste d m an y tim es, Fre ed om Socce r isp re pa re d to d iscu ss a se t o f g uid elin es un de r w hich the pa rt ie s m ay m ove fo rw ard coope ra tive lyth rough the rem ain d er o f the se a son .. P le a se a dv ise w he the r the Le ague an d the B oa rd ofG o vem or s w o uld like to d iscu ss th is.


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E-mail [~-R~~~~~-~~}@]WPS MagicJack Disconnected?By Bill Littlefield I Saturday, August 13th, 2011I . L t S T E N ~ J

The magicJack's Abby Wambach yells to teammates during a Women'sProfessional Soccer league match against the Western New York Flash,Wednesday, July 20, 2011, in Rochester, N.Y. CAP)The Women's Professional Soccer League will conclude the regular season with three games tomorrow.In one of them, The Philadelphia Independence will visit magicJack, which used to be the Freedom,located in Washington, D.C. Now, and perhaps very temporarily, magicJack, which bears the name ofthe phone service company run by owner Dan Borislow, plays on the campus of Florida AtlanticUniversity in Boca Raton.

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The field on that campus has been a problem for the league. The facility's capacity is too small, even byWPS standards. And that's only one of the reasons for the season-long conflict between the league andMr. Borislow, who's in the running for most eccentric owner of a pro sports franchise, ever.He fired his coach, Mike Lyons, three games into the season, though the team was 3-0. Since then,several players have taken turns coaching magicJack on a rotating, volunteer basis. For a while Mr.Borislow did it himself, until someone inthe league office pointed out that he didn't have the requisitecoach's license.All this seemed to have the makings of an intriguing story, so on the eve of last weekend's gamebetween magicJack and the Breakers in Boston, I tried calling the Florida team to set up an interview.Via a pleasant but curiously impersonal recording, a woman told me the number had been disconnected.I subsequently learned that my failure to contact anyone at magicJack put me at the end of a long line:"There's no website, there's no phone number, there's no front office, there's no ticket office, andthere's no way to get a hold of the team," Michelle Kaufman to told me.Kaufman, a reporter with the Miami Herald, has been covering Dan Borislow's team ... a sometimesfrustrating exercise"I get lots of calls from people who want to reach the team," she told me. "I got a call from the vicepresident of the Miami Dolphins, who was trying to get a hold of magicJack because the Dolphinswanted to honor the players who were in the World Cup at a Dolphins game, and they couldn't even getthrough."The finances ofWPS might charitably be described as fragile. The league needs all the publicity it canget. It's no surprise that WPS is dismayed with an owner who not only doesn't employ a generalmanager or a public relations person, but who is alleged to have forbidden his players to use socialmedia, which the rest of the WPS teams embrace. Dan Borislow's team is also the only one to havepoints deducted for the owner's transgressions against league rules and standards ... but magicJack willbe going to the playoffs anyway.By beating the Breakers, 2-0, on Saturday night, magicJack clinched third place. Abby Wambachheaded in both goals. Megan Rapinoe set Wambach up on one of them. Hope Solo did not play, due toinjury. Do these names ring a bell? All three represented the U.S. at this summer's World Cup inGermany, as did four other magicJack players. After Saturday'S game, Wambach, currently coaching aswell as scoring for Borislow's team, was asked to comment on the disputes between the owner and theleague."There's always a time and place where things need to be dealt with," she said. "But the truth is, we'velet Dan deal with this stuff off the field. None of the players have a say. We have nothing to do with thisstuff that's between Dan and the league. That's his business, and for us, it may effect us down the road,but we're not focusing on that.""Not focusing" on the circumstances Dan Borislow has created can't have been easy. Last Saturday,magicJack arrived at the Breakers' field without a trainer. Several of the players asked the Breakers'staff if they'd tape their ankles before the game.

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"Sure," they were told. "Do you have tape?""Nope," said the magicJack players. "Could you bring some with you?"Two former magicJack players now with the Breakers are living with Claire Masinton and her family. 1met Ms. Masinton on the sideline before the game and asked her about the rumor that one of Mr.Borislow's former employees had compared leaving his team to escaping from North Korea:"I don't want to be too impolitic," she said, "but she said she was quite relieved to be with the Breakers,and she mentioned something about enjoying such a structured practice when she got here."Dan Borislow's position has been that he's losing a lot of money running the team, and he's not willingto fund any personnel beyond the players or spend frivolously on such items as athletic tape. Theleague's position, according to a statement sent to "Only A Game" on Thursday, is that "Mr. Borislowhas disrupted the league's business by creating conflicts with national partners, presenting anunprofessional product, negatively influencing fans, and adversely affecting players due to hismistreatment of his own team and staff."That last contention is bolstered by a grievance filed in July by some of the players, who accusedBorislow of bullying them, as well as failing to live up to league standards of professionalism.Last week, Dan Borislow filed a law suit to prevent the league from taking the team away from himbefore this season ends, which the league has said it never intended to do... though Michelle Kaufmanthinks things might be different once the playoffs end:"I don't imagine that this team is going to last after this season," she told me. "I just can't imagine thatthe league is going to allow a team to be run this way. I understand Dan Borislow is saying, 'Hey, it'smy team. It's my money. They should be happy that I'm promoting women's soccer with money out ofmy pocket.' But it's really very, very unprofessional. You go to the league website, and it lists six teams,and you can click on a link to all the five other teams, and when you get to magicJack, you don't getanything."The current status of Dan Borislow's law suit against the league is foggy, and Mr. Borislow has notresponded to inquiries, via his personal e-mail address, which Michelle Kaufman thinks might stillwork. The league has limited its response to "Only A Game's" inquiry to the aforementioned threeparagraph statement, which concludes with the contention that it "will not and cannot tolerate ownerswhose actions jeopardize the future ofWPS." Beyond that, fans of magicJack and the WPS can onlywait to see what will happen, although Michelle Kaufman can't help fantasizing about the scene thatwould transpire if Abby Wambach and her teammates keep scoring often enough to win the league'schampionship."I can't even imagine that trophy ceremony with the commissioner of the league and Dan Borislowstanding on the same podium," she said. "That would be a sight to see."The WPS post-season begins on either August 17th or 18th, depending on whether the Breakers or SkyBlue FC wins tomorrow. One of those teams will gain the opportunity to play magicJack ... whoseplayers mayor may not be able to count on getting a ride to the game.

Tags: soccer, women's soccer

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WPS MagicJack Disconnected? I Only A'Game Page 5 of 12

Other stories from this broadcasto Tweet This: Social Media And Recruitingo UNC-Ch_j1r_lotteo play Footb_allIll_20no Highs And Lows Of The PGA Championshipo WPS MagicJack Disconnected?o Letterso News With The Wonderful Terrific Charlie Pierceo All Ino Music On Only A Gameo Full Rundown

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Showing 14 commentsSort by INe~est fir~! __@ !E l Subscribe by email ~ Subscribe byRSSReal-time updating is paused. {Resume}.L Blix 2 days ago

Dan you have ruined this team and put a black mark on the WPS. You are a complete joke.2 people liked this .

.L BlittIer 2 days agoMr. Borislow, I sent you an e-mail several days before I wrote the story to which you've taken exception. You didn't answer it. You didn'tcall . Your choice. So it goes. But to then call the details of the story into question is childish. I wish you'd taken advantage of theopportunity I gave you to speak with me.Bill Littlefield

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4 people l iked this.

I Elizabeth 3 days agoAll I have to say is. ..Please Dan, get these girls a trainer and some medical equipment/tape . .I am mostly worried about their safety.IIend e r 1 3 and 4 more l iked thisIWPSfan 3 days ago

Bill, thanks for writing about WPS. The on-field product and players are top notch. The national team players like Abby Wambach andHeather O'Reilly (SkyBlue FC in NJ) and international players like Marta (Brazil) and Kelly Smith (England) made the mainstream newsduring the Women's World Cup. But the next t ier of players not on the national team are also very good but with l itt le media notice.Players like Tina DiMartino, Kendall Fletcher, Whitney Engen, Leslie Osborne, Tasha Kai, and Tina Ellertson. Their play and dedicationis very much worth the price of admission.I encourage anyone living in or near Boston, Atlanta, Philadelphia, Rochester, NY, Rutgers, NJ (where SkyBlue plays), and South Floridato attend a game.As for Borislow's management of the magicJack team, his comment provides sufficient evidence that for whatever merit a few of his costcutting measures might have, his methods and attitude are completely unprofessional and would not be tolerated in any professional sport.

4 people l iked this.

I jim 3 days agoDan, in my opinion, your comment proves one of the stories major points, which is the unprofessional ism in your teams management."Dumb ass", "shit". (?)If you can't handle ajournalist writing about issues in YOUR teams sport, maybe you should sell the team and focus on telephones.

3 people liked this .

.I Dan 3 days agoBillYou have to be a complete and utter idiot if you cannot get a hold of me.I have 400 emails a day and many phone calls.You appear to be aperson who feels they were jilted in life.Wanted to be an athlete but didnt have the heart to be so.Danny didnt call me,wa,wa,wa.All this complaining about the website, who do you think controls our website?Dumb ass,it's the league.

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Coaches license, look at al l the coaches in the league and tel l me who has what?I could dispute every point, but I have run out of time for you.You probably think I should have gone to Harvard or Yale so 1could learn how to run a business. The smart people who went there,investin people for what they accomplished and better yet,what they can accomplish.Living in academia your whole life and writing nonsensemight be good for you,but you should keep your ramblings to yourself ,because nobody is really interested in your line of hate,whining andpouting. The biggest failure of academia is losing people within it, people whodont go on to add to humanity and don't understand thecommon person.I have always said,if your going to do something,do it right.You make reporters look like shit and I am sure you misquoted the one heretoo.What a disgcrace.

I person liked this .

. I . . Diane 3 days agoThis article must be the back end of the bandwagon Hope Solo is talking about. I understand the courtesy of contacting magicJack abouthonoring the US Women's National Team players, but I 'm sure ifthe VP of the Dolphins contacts US Soccer they could easily reach Abbyor any of the other WC players. This is just one more article taking easy pot-shots at the owner at the expense of the players. Maybe theformer players were not happy with the situat ion at magicJack, but there are stil l quite a few, some of the best in the country, that are stil lplaying and playing well , for this team. It's no secret the league isn 't happy with Dan, it's been well documented, but what most of thejournalists have managed to do is treat the players with a modicum of respect, not trying to make them sound like poor street urchinsbegging for tape on the sidelines. Maybe the taping request happened as you say, maybe it didn't, but that's a minor issue. For al l we knowthe trainer, who it appears showed up later, could have been held up in traffic, just as likely a scenario. And the cheap shot at the end abouta ride to the game, it's just that, a cheap shot . If you want to write a story about magicJack and the owner, tel l me something I don't know.Track down Dan Borislow for an interview. There is a story there ..even ifno one answers your phone calls or emails.

3 people liked this .

. I . . Me 3 days ago in_IQply to Diane" Track down Dan Borislow for an interview."Isn't this a point in the story, that multiple people have tried and failed to contact him.

I person liked this .

. I . . Diane 3 days ago in repJY_NJ\1eSeems to me they haven't tried very hard. He has given numerous interviews and he's at the games. The media expects him tobe easily accessible, he chooses not to be..maybe you're both wrong, to a degree.

3 people liked this.

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L Brian 3 days ago in reR-!yto DianeSo you and Dan say he's incredibly available and always checks and replies to his e-mails and never does anythingwrong, yet one after another, people who try to contact him or work with him get no response beyond a pissy Internetreply that looks and sounds as if i twas written by a 14-year-old girl.

L Diane 2 days ago in reIllv to BrianI don't think I said any of those things, in fact I'm sure I didn't (if you don't believe me, it's right there in myprevious comments). What I said was that people expect him to be easily accessible and he chooses not to be.What I said was I think ajournalist or anyone else that really wants to contact him or the players has to work alittle harder, he has given several interview of late and was on the radio just this morning, so someone has figuredit out. What I said was this article takes out the reporters distaste for Dan on the players. What I did not say wasthat Dan is doing everything right. What I did not say was that I agree with his tone when leaving comments. Ialso would like to say I'm not 100% sure the above comment is from Dan, he usually ends by signing his name,although the style is similar. I stand by my statement that this is a cheap shot.

Brian, why'd you have to say "14-year-old girl"?I'll take" 14-year-old" to mean "immature and not terribly concerned with grammar, spelling or punctuation." Butthere's no need to use "girl" or "female" as an insult -- especially in this context. Observe Abby's conduct inthelast week, the last month, etc. as an inspiring example.

3 people likedthis.

L Rttimp 3 days ago in reRIY_jQ_))ianeGee Diane, I think a working phone number is not alot to ask of a professional sports franchise. That's the point of hisobservation. And look at what Dan said below. Can you imagine any other person in his position responding like that? Iwould like to give him some leeway to run his team and help the league as he thinks best, but behavior like that iscompletely our of bounds.

L Diane 2 days ago in replv to RttimIl



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A working phone number would be a plus, I think I got the point . I don't necessarily agree with everything Dan, does, or how he does i t. Maybe no phone is pushing it, butjust because he doesn't do things l ike every otherprofessional sports franchise doesn't necessarily make it wrong, either. As for his comment (if it is in fact him), Ihave to say that I admire someone who is wil ling to call i t like he sees it . He answered the "observations" in theart icle and went on to give his opinion, as we are al l free to do. I'd l ike to see other people in his posi tion respondlike that, maybe then we'd really know what goes on with all those professional sports franchises that are suckingthe life out of sports in the NBA, MLB and NFL.

Reactions

Pk1320 I day ago

From TwitterDan's back at it again check out his comments in regard to an article about #wps magicjack http://t.co/QOHZggM @jcnna awk@!etlKassouf

r", ,t:N CoacbDaugherty 2 days agoRT @pagelof!: The point of academia? "If your going to do something, do it right.You make reporters look like shit. ..What a disgcrace"http://t.co/skoEMyv

From Lwitt~r

RT @dw-cspOlt: Haven't verified that's Borislow, though it's his style. RT @scttingthctablc: See commemts? http://t.co/708QoZL@!eftKassouf@FightOpinion

Lissa 3 days ago

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From Twitter

The point of academia? "If your going to do something,do it right.Y ou make reporters look like shit.. .What a disgcrace"http://t.co/skoEMyv

mwkajdas 3 d ays ago

From Twitter One more retweet from soccerhaus

RT @alahue: this article is only treading lightly on the carnival in florida. sad entertainment, sad for the players. http://t.co/uikMP9y#wps

ProtagonistasDIJuego 3 days ago

From Twitter

Interesante articulo sobre el tema Borislow: http://t.co/4Kzz2nG

., DeeG (Diane Hansen) 3 days ago

From JwLt1~@backseatgafter - scroll down for a comment supposedly left by Dan. http://t.coIPHkca8a

From Twi11Qf"@alahu~ this article is treading lightly on the carnival in fla. sad entertainment, sad for players. http://t.co/lkhI28J #wps" So terrible

NoeliaCroft 3 days ago

From TwitterRT @NotDanBorislow: The one where I ramble on in the comments section about the tyranny of academia. RT@UnionGray See

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WPS MagicJack Disconnected? I Only A Game

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IN THE CIRCUIT COURT OF THEFIFTEENTH JUDICIAL CIRCUIT INANDFOR PALM BEACH COUNTY,FLORIDACASE NO. 502011 CA 011504XXXXMB

FREEDOM SOCCER, LLC andMAGICTALK SOCCER CLUB, LLC,

Defendant.

COpyRECE IVED FOR Fl LI NGA U G 0 5 2 0 1 1

SHARON R . BOCKC LE R K & COMP TR O LL E RC IR CUIT C IV IL D IV IS ION

Plaintiffs,vs.WOMEN'S SOCCER, LLC,

- - - - - - - - - - - - - - - - - - - - - - - - ~ /JOINT STIPULATION FOR CONTINUANCE OF HEARING ON MOTioN FOR

TEMPORARY INJUNCTIONPlai-ntiffs, Freedom Soccer, LLC and magicTalk Soccer Club, LLC, and Defendant,

Women'S Soccer, LLC, jointly stipulate that the hearing presently set for Monday, August 8,2011, may be continued and state as good cause:

1 . This action was filed on August 2,2011. The hearing is presently set for Monday,August 8, 2011.

2. There are two reasons for a continuance.3. The parties are in .discussions. Defendant has offered, and hereby confirms its offer, to

take no action to terminate Plaintiffs' team until August 31, 2011 or later.4. In addition.Defendant's counsel will be on an Alaskan cruise beginning Sunday, August

7,2011, to attend her brother'S wedding. She leaves for the west coast on Saturday. Itwould be impossible for her to attend, or even prepare for, a Monday hearing, withoutgreat personal hardship.

19798309.1


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5. Plaintiffs and Defendant reserve all rights,' claims, defenses and positions, substantiveand/or procedural, with respect to the subject matter of this action and the issues to beaddressed at the hearing.

BERMAN RENNERT VOGEL &MANDLER, P .A. 'Attorneys for Women's Soccer, LLCMiami Tower, Suite 2900100 S.E. Second StreetMiami, Florida 33131Telephone (305) 577-4177Facsimile (305) 347-6465

CARLTON FIELDS, P.A.525 Okeechobee BoulevardSuite 1200West Palm Beach, FL 33401Telephone: (561) 659-7070Facsimile: (561) 659-7368E-mail: jiannocarltonfields.comE-mail: [email protected]

BY: BY:JILL NEXON BERMANFlorida Bar No: 265608

OSEB IANNO, JR .. Florida Bar No: 655351CHARLES M. ROSENBERGFlorida Bar No: 279064

C oun sel for D efen dan t W om en s Soccer, L LCand

Dated: - - - , 2 \ ~ I . l , . d ~ t " - I . - < '~ ' _ Louis S. Ederer, EsquireArnold & Porter LLP399 ParkAvenueNew York, NY . 1 0022-4690Of counselC ou ns el fo r P la in tiffs F re ed om S oc ce r, L LCa nd M ag icta lk So cc er C lu b, L LC

Dated: _ ~ - , - - / _ 5 - 1 - - ~ _ A , _ O _ 1 1 _t-

19798309.1


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-O rig in a l M es s a g e -F ro m : D BO R IS L O W < DB O R IS L O W@ a o l.co m >T o : js a h le n < js a h le n@ a o l .c om> ; fitz < fitz@ t h e a tla n ta b e a t. com> ; m s to lle r ;d a v id . h a l s te a d < d a v id . h a ls te a d@ wp s p h i ll yin d e p e n d e n c e .c om> ; th o f s te t te r < th o f s te t te r@ s k y b lu e s o c ce r . com>S e n t: F ri, S e p 23,2011 2:31 pmS u bje ct: R e : 9/28 mee t in g p r iv il e g eREDACTED

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In a m es s ag e da te d 9/23/2011 2:1 2:31 P .M . E a s te rn D ay lig h t T im e , j s a h l en@ ao l . com wr i t es :

A l l ,A s y ou a re a wa re , w e h ave s ch edule d a n o wn er 's me e tin g fo r n ext W e d ne sd ay ,S e p te m be r 28th to d is cus s , a mo n g o th e r th in gs , th e o uts ta n din g d is pute be tw e e nth e L ea gue a nd th e m ag icJ ack fra nch is e . W e a ll in te n d fo r th is d is cus sio n to befo r s e ttle me n t p urp os es , a nd it is m y s in ce re h op e th a t w e a re a ble to re so lvela s t y e ar 's d if fe re n ce s a n d w o rk to w a rd a s ucce s sful 2012 s e a so n .: H o w e v e r,p le a se be a dvis e d th a t a ll s ta te m en ts m ad e in th e m e etin g r eg a rd in gth e d is pute a re co ns id ere d to be co ve re d by th e s ettle me n t p rivile ge in F ed era l R ule o fE vid e nce 4 08 a n d a n alo g ous s ta te e vid e ntia ry r ule s . P le a se co n fir m via e m ailth a t th is is e ach o f y our un de rs ta nd in g a s w e ll, a nd th at a ll d is cus sio ns w illbe co ve re d by th e s ettle me n t p rivile ge , a nd n o t us ed by a ny o f th e p ar ticip an tsin a ny la te r le ga l p ro ce e din g. T ha nk y ou.J o e

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-----,------~-,---,From: DBOR I S L OW@a o l . c om [ma il to :DBOR ISLO W @ ao l . c om]Sent: S u n d a y , O c to b e r 23,20112:02 PMTo: j s a h le n@ ao l .c om ; f it z@ thea t l an t abea t .com; ms t o l le r@ comcas t .n e t ;d av id . ha l s te ad@ wpsph il ly i n d ep ende nce . com; tho f s t e t te r@ skyb lueso cce r . comCc: j enn i f e r . o s u ll iv an@ wo mens p r o s occe r . comSubject: R e : O w n e rs m e etin gIt a p pe a rs n obo dy w an ts to d o a ny th in g,s o I w i l l tr y a nd m ak e it e ve n e as ie r fo r y ou to m ak e a d ecis io n .R ig ht n o w,y ou h a ve k ick ed m e o ut o f th e le ag ue w ith o ut d ue p ro ce ss . Th a t is p ro ble ma tic o n a n um be r o ffr o n ts .T he la rg es t is it is un acce pta ble to m e a nd I w il l be fo rce d to a ct to p ro te ct m y in te re s ts . B e fo re I d id th a t,1w a nte d to g ive y ou s om e m ore ch o ice s ,s in ce th e o th e r o n es a re g oin g n o w h ere .ln o rd er o f p re fe re n ce .1 .W e co me to te rm s w ith m e w ill in g to p ay fo r fie ld bo a rd s a nd w e m ove fo rw a rd .2 .1 a m in th e le ag ue a nd w ho o we s w ho m on ey co uld be de cid e d in co ur t o r a rbitra tio n .W e ca n jus t le ave it a s as id e is sue fo r n ow ,s o I ca n s ig n p la ye rs a n d co a ch es ,e tc.R ig ht n ow ,Yo u h ave co mp le te ly h a mp ere d m y a bility tod o s o .3.Yo u a wa rd m e a o ne y e a r h ia tus un de r m y fa ir te rm s.4 .lf y o u ca n n ot a cce pt a ch o ice o f 1 -3 .1 h a v e little ch o ice but to co mme n ce litig a tio n a n d s e ek a n in jun ctio n a n df ur th e r d am a g e s .I g ue s s it is p re tty w e ll s pe lle d o ut.U nd e r a n y s ce n a rio I w il l n o t a cce pt F ulm e r to re p re s en t th e le a gue d is cip lin ea nd fin es mus t be a ppe a la ble to s om eo ne o n th e o uts id e ,a s I ca n n eve r s e e trus tin g a ny o f y o u.T h is h a s g on e o n to o 1 0n g,1w o uld e xp ect a d ecis io n fr o m e ve ry bo dy q uick ly . I w i ll a ss um e I w a s co rre ct a bo ute ve ry th in g I s aid h e re a nd p ro ce ed w ith n um be r 4 if I d o n o t h ea r ba ck .Da n

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In a m es sa ge d ate d 8/29/2011 1 0 :5 0:0 2 A .M . E a s te r n D ay lig h t T im e , j s a h l en@ ao l . com wr i t es :G e n t l ema n ,O ut o f th e BO G o n 8/27/11 ca me th e d ecis io n to h o ld a n o w ne rs o n ly m ee tin g a t th e A tla n ta a irp or t.A tla n ta w a s ch os en be ca us e o f its a cce ss ib ility fo r a ll. W e w o uld lik e to s e t a d ate fo r th is m ee tin g a ss oo n a s it ca n be w o rk ed in to e ve ry on e 's s ch ed ule .I 'l l s ta rt it o ff by a le rtin g y ou th a t I w ill be un able to a tte nd o n th e fo llo w in g d ate s :8/30 t h ru 9/51119/15 t h ru 9/18/119/24 t h ru 9/27/11Iw ill be a va ila ble th ro ug h o ut O c to be r .

P le as e le t m e k no w o f y o ur un ava ila ble d ate s fo r S e pte mbe r a nd O cto be r s o th at w e m ay s ch ed uleth is mee t in g .T h an k y o u,J o e '

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-------- Original Message --------Subject: Board of Governors Call, Tuesday, October 25th, 12:30pmFrom: "Jennifer O'Sullivan" Date: Mon, October 24, 2011 8: 14 amTo: , ,, ,< [email protected]>, Cc: < kristina. [email protected]>All,In light of several very important issues that require Board discussion, a Special Meeting of theBoard of Governors of Women's Professional Soccer, LLC will be held telephonicallytomorrow, October 25,2011, at 12:30 p.m. E.DT The follow Agenda items will be discussed:

1. To consider the October 20, 2011 proposal and October 23, 2011 proposal from DanBorislow to the League regarding settlement of outstanding claims relating to themagicJack franchise based upon the 2011 Season and to authorize such actions asmay be necessary or desirable in order to reach a resolution on the status of theproposals;2. To consider the record of the magicJack franchise during the 2011 Season, and toauthorize such actions as may be necessary or desirable on the status of magicJack'smembership in the League;

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3. To consider the date by which WPS teams must commit to play in the 2012 season andto authorize such actions as may be necessary or desirable in order to enforce suchdeadline;; f D A C T E D. . . O JCall in information is as follows:

Date: Tuesday, October 25,2011Start Time: 12:30 PM Eastern Day TimeDial-in Number: IREDACTEDParticipant AcceL.:.ss=;;C~o:;d':":e=-i:;"'R""'ED""A=C""'T""E""'D=========9

Best,JenniferJennifer Pogorelec O'Sullivan I Women's Professional SoccerChief Executive OfficerPhone: 914-740-4940 I Cell: 973-953-5998 I Fax: 415.55344591750Montgomery Street [ ist Floor I San Francisco, CA94111WW)'f.womensprosoccer.com

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O ctob er 25 , 20 11By EMAIL , FACSIrv ilLE an d FEDERAL -EX PRESSDan i e l BorislowGovernorFre edom Socce r , LLC an d m ag ie 'Ia lk Socce r C lub , LLC5 70 (} G eo rg ia A ve nu eWes t p~ B each, Flor id a 33405Re : NOTICE OF TERM INATIONpear M r .Borislow:

As you. a r e - aware~. the . IJaa id of-G ove rn ors (the "B oa rd ") o f W om en 's Socce r,LtC ( th e " Le a gu e ") held a - tdephomc-meetihgto.iiay tocons ide ryour Oc t obQ ' iO.2011and OCfuber 23 , 20 1.1 proposa ls an d to f ur th er d iscu ss the s . m . t u s . o'(Free.d .om$oceel ' ,LLCimag ie t~Socce r 'CjMbLLC' S ' I J iembersb ip int he L ea gu e. T he -B oa rd ha sin stru cte d m e-to a dv ise y OU ' that it re j ec t~dyourpropos~Js , a . nd bas t e rmina ted 'Freedom, So c ce r , LLC /l l) .a g i cT a lk 'Soccer O l u u J:,LC',s' in te res t in the . Le a gu e p u rs u an t to $ e . c 1 l o I i '1 3.-1 o f t he Operating Agteemetx tc i fWomen ' s Soccer, L LC (th e "Operating'Agreemen t " ) ,

P ursua nt to S ec tio n 1 3.3(a ) o f the -O pera tin gA gree me nt, e ffec tiv ely i$m~j!ljately>y o ur m emb er sh ip interestin th e L ea gu e autOmat i~ly t:ra,n.sfur~:tQ th e League upon . .te rm in a tion and you n o longer have th e right t o o pe ra te any .Team in.the -League ,

S ince re ly ,. ' (J !J lfl~l : : : t . ; ; u ; . : : -

1 750 M o ntg om ery S tre et 1 151 F l oo r IS an F ra ncis co , C A 94 11 1P h o ne : ( 41 5) 5 53-4 4 60 IF a x: ( 4 15 ) 553-445944601 www.womenspmsocce r . c om
http://www.womenspmsoccer.com/http://www.womenspmsoccer.com/


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From: DBOR I S L OW@a o l . c om [ma il to :DBOR ISLO W @ ao l . c om]Sent: T ue sd ay , N o ve mbe r 01 , 201 1 1 0:57 A MTo : j enn i f e r . o s u ll iv an@ wom ensp r o s occe r . com ; ms t o ll e r@ comcas t .n e tCc: F ulm e r, P am ; l ou is . e d e r e r@ apo r t e r . comSubject: Re : m a g ic J a ckP amI s ee y o u h ave k e pt a jo b fo r m ore th an a co up le m on th s.Co ng ra ts .L e ts s e e if J en nife r ca n n ow .W h e re is my e s cro w a n d w hy do I h a ve to a sk s o ma n y time s fo r it?Da nIn a m es sa ge da te d 1 1 11 1 20 11 1 : 32 :5 1 P .M . E a s te rn D ay lig ht T im e , j e nn i fe r . o s u ll iv an@ wom ensp r o s occe r . comwr i t es :Dan,

Y ou c a n h a v e y o u r a tto r n e y s c o n ta c t P ame l a F ulm e r o n a ll m a tte r s .

~RDe n t o n525 M a r k et S r e e t26 thRo o rS3n F ra n d s: :o , CA94 1 0 5 -2 734( 41 5 ) 8 8 2 -5 0 00

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From: DBOR I SLOW@ao l . c om [ma i lto :DBOR ISLO W @ ao l . com ]Sent: T ue sda y, N ove mbe r 01 , 201 1 1 :21 P MTo: j e nn i f e r , o su l li van@ wo mens p roso cce r ,comCc: msto l le r@ comcas t .ne tSubject: magicJack

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S to p be in g imma ture a nd te ll me w ho w ill l itig a te fo r y ou s o Id o th e n ice th in g a nd s ch edule th e co urs eo f e ve nts a bo ut to h ap pe n.

Fo r th e fo urth o r f if th time ,l d e ma nd yo u s en d ba ck my e scro w.

Ie xp e ct a la w s uit w ith in a w ee k .Yo u pus h e d me d ow n a n d n o w y o u w an t to k ick me in my fa ce .

Da n

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ARNO LD & P O R T E R L L P Lou is S. [email protected]+1 212.715.1102+1 212.715.1399 Fax399 PalkAvenueN e w Y or k, N Y 1 00 22-4 69 0

November 8 , 2011

B Y E-M AIL. FA CSIM ILE A ND FED ER AL EX P RESSM s. Jen nife r O 'Sulliva n, C EOWomen 's Socce r, LLC .1 75 0 M on tg om ery S tre et, 1 sl.f lo orSan Francisco, CA 94111

Re: . PU rported Term in a tion of Membership In te restDear Ms. O'Sullivan:

W e. w rite on beha lf of our c lie n ts Fre edom Socce r, LLC and Mag ic Ta lk Socce r C lub , .L tC ( co lle ct iv e ly , the "Team") , in rega rd to W om en 's Socce r, LLC (the "Le ague 'Y s O ctobe r'25 ,201 1 ''N otice of Term in ation " of ,the Tea m's m em bership in te re st in th e L ea gu e.

First, your O ctobe r 251 2 01 1 le tte r fails to sta te an y g roun ds for te rm in atin g the Tea m.W e ask tha t you sta te a ll g round s for te rm in a tion presen te d to 'the B oard of G ove rnors durin gthe ir te le phon ic m ee tin g on O ctobe r 25 , an d a ll-g round s on w hich they (and the League) based .such-te rm in ation , ,

Second, y ou r N otice o f T erm in atio n was issued w ithout the Lea gue ha vin g first provid eda D ispute Notice to the Team , and w ithout havin g a fford ed the Team a hea rin g be fore the Boardof G overnors. ' As you know, and as the League a cknow ledg ed in the e arlie r d ispu te it ha d w iththe Team durin g the 2011 se ason , th e Team is en ti tle d to such notice and hea rin g und e r theLea gue 's LLC A gree men t before any proposed te rm in a tion can be con sid e re d or presen te d to the,B oa rd o f G ov ern ors. We accord ing ly a sk you to se t forth in d e ta il th e reasoris w hy the Le ag uefailed to provid e such notice and hea rin g to the Team int hi s i n st a nc e .

, 'I un de rstan d our clien t ha s requeste d the foregoin g in form ation from you and the Leagueon seve ra l occa sion s, but you have not re spond ed . W e accord in g ly a sk tha t you re spond to th eforegoin g d em and s by the close of busin ess, Thursd ay, Novem ber 10,2011 . Int he m e an tim e,


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A R NO L D & P O R T E R L L PMs . J e n n if e r O ' Su lli va nN o vemb er 8 ,2 01 1Page 2

t he T e am r es er ve s all rights a n d r em e d ie s it m ay ha ve fo r th e L ea gue 's improper t erm in a ti on o fthe Team's membership 'interest

. cc: Mr. Darnel Bor is low.P am ela F ulm e r, E sq .

S4731432vl

Your s truly,. ARNOLD & P OR TE R L LPB Y : ~ L ~,Louis S. Ederer


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SNR DENTON L 1 SNR Denton US LLP525 Market Street26th FloorSan Francisco, CA 94105-2708USA

Pamela K. [email protected] +14158820149T +14158825000F +14158820300snrdenton.com

November 3, 2011

BY E-MAILMr. Louis S. EdererArnold & Porter LLP399 Park AvenueNew York, NY 10022-4690

Re: USSF BondDear Mr. Ederer:This firm represents Women's Soccer LLC (the "League"). I am in receipt of email correspondence fromyour client, Mr. Borislow on behalf of Freedom Soccer LLC requesting that the League refund to himFreedom Soccer's pro rata contribution to the League's USSF Bond. I direct my response to you ascounsel for Freedom Soccer and Mr. Borislow.As you are aware, your clients have breached the Operating Agreement of Women's Soccer LLC (theOperating Agreement") as well as the Second Amended and Restated Limited Liabil ity CompanyAgreement of Women's Soccer, LLC (the "LLC Agreement"). Indeed the damages to the League causedby your clients' breaches of contract and other torts are far in excess of the bond amount. As a result, theLeague will not be refunding this amount pursuant to Section 10.1 of the Operating Agreement.Please let me know whether Freedom Soccer wishes to invoke the dispute resolution procedurescontained in Section 12.01(a) of the LLC Agreement. If so, I would be happy to provide available datesfor informal settlement discussions.

Sincerely,/s/ Pamela K. Fulmer

Pamela K. Fulmercc: Jennifer O'Sullivan

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ccerAmerica - Pro sports' worst-run franchise 05/12/2011 http://www.socceramerica.com!article/42203/pro-sports-worst-run-fr

Pro sports' worst-run franchiseby Paul Kennedy, May 12th, 2011 2: 14PM[WPS] How badly run is Women's Professional Soccer's magic Jack? The league has taken theextraordinary step of docking the South Florida club a point in the standings and taking away afuture draft pick -- if the club is around -- for not meeting league standards. The news thatmagicJack -- with seven US. Women's World Cup players --lost its perfect record followed reportsthat it also lost its coach, who departed with three wins in three games.The club has been a mystery since its launch. Ithas not maintained a web site and did nothing tomarket itself in preseason. Ithas drawn crowds of 1,224, 1,008 and 952 for its first three homegames at the tiny soccer stadium on the campus of Florida Atlantic University.At the opener, fans had to sit on the grass because bleachers had been taken away to be used atFAUs spring football game. The FAU stadium has a capacity of only 1,500 -- less than the US.Soccer-mandated minimum of 5,000.

MagicJack has yet to put up proper sign boards -- not an insignificant thing ifWPS wants to keepits sponsors happy. The club also got in hot water with WPS for failing to allow players and staff totalk with the media after its second home game, on May 1.MagicJack had been fmed and docked a fourth-round selection in the 2012 WPS draft for notmeeting league standards, but when it continued it ignore the requirements -- which includedproviding game footage to the league for other teams to scout -- WPS took the next step and tookaway a point, leaving magic Jack with eight points.The next step might be stripping magic Jack of its right to host playoff games -- a step the leaguewill be more than happy to do if magicJack wins the regular-season title. Itwill want to avoid at allcosts the embarrassment of playing its championship game at FAUDan Borislow, founder of broadband telephone company magic Jack, bought the WashingtonFreedom and moved it to South Florida.Borislow has taken a hands-on approach to running magicJack. That role expanded this week whenhe confirmed that Coach Mike Lyons was no longer in charge -- despite those three wins in threegames."Right now, we are collectively managing the team between the coaches and a few senior players,"he told [http://www.allwhitekit.coml?p=5915] the women's soccer blog All White Kit. "We willleave it in the family throughout the season. We have that type of character within our players thatwe will not miss a beat."For all the problems WPS has had with Borislow, there is this truth. Ifhe had not bought the club,WPS, which has lost four clubs in its first two seasons, would have likely folded.With increasingly small crowds around the league -- 1,879, 1,704 and 952 for the three games onMother's Day -- WPS's future indeed looks grim.After three full seasons, WUSA folded on the eve of the 2003 Women's World Cup. Whether WPSlasts until the start of the 2011 Women's World Cup is a matter of conjecture.

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16 comments

1[#dl955] !!i] j~ J Eric Shinn II commented on: May 13, 2011 at 8:36 a.m. )In order for women's soccer to succeed, they need to affiliate with the MLSclubs around the country. That will Igive them stadiums in which to play, a certain amount of name recognition, and an existing administrative !structure with which to work. This magicjack situation is embarrassing, and it doesn't have to be this way. I i! believe a professional league can work, but it's going to TAKE a lot of work for that to happen. Just plopping a II team down without bothering to advertise their presence or attempting to drum up interest ...it's just idiotic._ _________________________ J

![#c8957] I! iI [ ] David Sirias Icommented on: May 13, 2011 at 8:52 a.m. II Sad but not unexpected WPS is DOA The relatively big money pro women's soccer model doesn't work in the IUSA..... without MLS involvement. And even if MLSclubs took over tomorrow it would be more semi pro thananything but the big money won't come to the players for decades Whats pretty clear is that some MLSteamswill do women's development in the w league etc and eventually the league itself might take over completelyand run WMLS with proper cost controls and economies of scale. But we will lose another generation The nextMia Hamm is only six years old. Until then things look bleak for the national team which desperately needs aplace for people up play. Bottom line, MLSis the where the venn diagram convergence of soccer fans and soccerjunkies (not just the target soccer moms) takes place in this country.... at some point, even for eurosnobs.That's where the soccer market is. That is where the young guys who have not even had daughters yet ( andsoccer dads) are located. WUSA and WPSignored this at their peril1[#c8963] IiI [] Scott Olson I! commented on: May 13, 2011 at 9:48 a.m. !I Ii Problem is, MLS isn't doing all that awesome either when looking at comparison to the rest of the world. We !i americans have, I believe, put too much restriction on this league, putting very tight reins on owners and iI managers which these leagues have to compete and abide by. MLSdoes not have the draw right now that the IIMLB, NBA and NFL have. Putting all these pay restrictions and red tape, is not helping us pull in the people that !will bring notariety to this sport. Yeah, we have the diehards that would go out to games because they love the Isport and are looking for more and more games to go to. But we are not going to pull in more new fans without Iithe capability to get big name players, advertise names people know, and get some local involvement. Problem

!i iI is, a lot of the MLSteams can barely afford to put focus on academy teams and get their own players names !i known out there, because they are keeping such a tight rein on the little money they are making. !I1[#c8964] Ii [] Scott Olson iiI commented on: May 13, 2011 at 9:51 a.m. iI iThe big businesses with the money are looking at buying foreign teams because they have more freedom onI buying good players and getting more bang for their advertising buck because they are pulling bigger crowds. :

- ------_. _ . _ . _ _ ._----_._--_._----,1[#C8:~66] I1,I [ ] \J9 Kevin Parker !I commented on: May 13, 2011 at 10:47 a.m. ii

II "Whether WPS lasts until the start of the 2011 Women's World Cup is a matter of conjecture." This is aI ridiculous exaggeration. Yes, there are issues, but each of the six WPSowners has put up enough money to geti their team through the 2011 season. I think they can make it through June. -,

._--_._--[[#c8972] II !i [ ] Kevin Yost II commented on: May 13, 2011 at 2:40 p.m. iI Maybe, we don't need big money women's sports, but small money and/or amateur women's sports. If the WPS !I II

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is to survive, it must be affiliated with MLS,just as the WNBA is with the NBA and the National Pro Fastpitchwomen's pro softball league has a partnership with MLB. The Freedom, after John Hendricks ran out of money,should have been sold to someone who would keep it in the DC area, as they had great crowds there in all theyears they played there. Besides, who likes a cookie-cutter corporate name like "majicJacks" anyway.

1[#c8977] iII [ ] Glenn Maddock iI commented on: May 13, 2011 at 6:25 p.rn, Ir Look at you guys! A man wrote this articl-e an~ only guys have responded. Do you need anything more why II womens pro soccer cant succeed here? Women dont care about it. Women like big events, not regular season I" , I

games in any sport. Yes, an MLSpartnership would help them survive, but whats in it for MLS?MLShas a smart Ibusiness model. Focus on your core business and breaking even, and dont get crazy. Egotistical owners who II went crazy, have ruined many leagues. MLSis mildly successful because they avoided that. I1[#C8978]i [ ] Robin EmbryI commented on: May 13, 2011 at 7:06 p.m.

II

Glenn: Extremely well said, neither I, my daughter (a U-13 player) or my wife would watch an WPS game when twe all watched the men's world cup games last summer. Most women do not care about the WPS. Nothing else II'needs to be said on the subject.

1[#C8980] Ii [ ] David Sirias I'I - ; ' commented on: May 13, 2011 at 7:47 p.m. ------ . - --- 1

hat's in it for MLS? Are you serious? Whoever develops the next Marta will will recoup their investment in !erchandise alone. But the more ubiquitous long term benefit is in goodwill, branding, and TV eyeballs. First iIMLSwill be involved in semi-pro only. But eventually Ican see it going full time pro with regular before- game /WMLS matches. The million dollars it takes to run an WMLS side will eventually become break even. It might .take a decade or two but, if nothing else MLShas demonstrated a keen skill for long term planning. MLSis not IiI tuming their back on half the demographic. This is pretty clear now, with what DCU, Dallas, and Vancouver are !doing. That's just the beginning. !1[#c8983]I II[ ] Ken lamieson! commented on: May 14, 2011 at 9:37 a.m.There is an old addage that you walk before you run. WPS has tried to run a marathon before it even took itsfirst steps. Women's soccer is not a big league sport, so quite trying to treat it like one. Then again, for thatmatter; MLSreally isn't big league by North American standards.

1[#C8~84]I [] \if.! lohn BolgerI commented on: May 14, 2011 at 11:48 a.m.

!

I David Sirias makes some good points, although incorrectly identified the next MiaI granddaughter Nicole is four years old, not six.-------------------------------------------Hamm as six years old. My i

i![#c8985]I! [] Dave Kellos, commented on: May 14, 2011 at 11:58 a.m. I--------------------------------------------------------------~I Scott Olson - MLS is doing pretty damn good for a 16 year old league and actually beats many top European !ileagues in attendance. Your idea to spend wildly on foreign talent killed the NASL. And those American 'businessmen are buying 100 year old foreign teams. All of which have major debt. They actually want to run IIthem more like MLSteams rather than spend wildly like you want. Ithink MLSis just waiting for WPSto go out ,of business which should be soon. Then they will form a WMLS, but with much smarter owners and people Irunning it. They won't have that clown in Florida or hot dog guy.L_ ~![#c8987]I

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ccerAmerica - Pro sports' worst-run franchise 05112/2011 http://www.socceramerica.com!article/42203/pro-sports-worst-run-fr

Eric in DCcommented on: May 15, 2011 at 11:22 a.m.John Bolger: Nice! :-) Dave Kellos: Here, here! Totally agree! Alot of people are forgetting that the best iAmerican players today, were inspired by the 94 World Cup and didn't start playing the game seriously until the iteenage years. In just the last few years, we've started developing players that are good enough that they are Istarting in clubs abroad. That's quite the change from recent years when we played almost exclusively Ioff-the-bench (or not at ail). Even with salary restrictions, we're attracting good players, but teams with lesser Ifinancial assets are still able to compete. I think this makes the MLSfar more interesting than other leagueswhere before the season starts, you know there are only 2-4 teams with a legitimate chance to win it all. Onwomen's soccer: MLSteams are able to participate in the USL-W league. It is still on the rise, but I think sooner Ior later it will grow to have a still-small, but more respectable fanbase.

1[#C9501] !I [ ] ' ~ J Ferris II,I commented on: June 14, 2011 at 8:44 p.m.I What a joke. I thought this new owner was supposed to be some genius buslness-rnan. The problem with the IFreedom was that they should have done more to keep their overhead down and kept their ticket prices low. !I $20+ for general admission tickets was just too much for a fledgling league to be charging when you need more I'fannies in the seats. Girls soccer teams and families are not going to pay more than $5-$8 per person. A single

Iyear of building a following was just not enough. 3-5 years of doing everything possible to entice folks to comeout and develop an allegiance to their team was needed. As it is, a core group of fans in the DC area is nowi lost. I seriously doubt any meaningful following will develop in Florida.

1[#cl0164]II [] Holly BauerI commented on: July 3, 2011 at 3:59 p.m.!

I I live in South Florida. So I can tell you that there are plenty of soccer fans from allover the world that would II come out to watch if 1) it wasn't so far north+closer to Miami would be better 2)the prices were as JFerris I, suggested, in the $5-$8 range and 3) if there was publicity and a regular team name. (Something with a South II Florida connection--MagicJack should just be branded everywhere.) The idea that the team needs a bigger, stadium is only true in so far as it needs to be at mandated capacity. Baby steps but I believe we can walk. ,, . ----_. ------------------- ._--- -- .. - - - - - - - - :1[#Cl0564]II[ ],

!Erin Martincommented on: July 14, 2011 at 10:26 a.m.

I I don't believe the statement women aren't interested in sports. Look at the WNBA, LPGA, . They have survived II because they have talent. We have the talent, we just need to drum up the interest. I live in Columbus and our 'IMLSteam (Crew) is very successful. I do agree the WPS should partner with the MLS. It makes more senseI . i

logistically and financially .. Since Title IX I think many more women enjoy sports because they aren't dominated Iby men. It may take a while to develop but u.S. soccer is definitely rising in popularity and I think with time, a iI women's league would be successful. I

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n Borislow statement on WPS suit http://www.sportsmyriad.coml20 111111dan-borislow-statement-on-

spor fs .myr \a \ \More sports than aredrealTltof in yourphllosophy

About MMA 2012 medal projectionsoccerC~se_a_rC_h ) C\

Washington Post piece lectures kids about evils of MMA Borislow-WPS suit documents

Nov D an Bo ris low s ta tem en t on WPS su it18 By Beau Dure soccer Add commentsFull statement - story later:

Today we filed a lawsuit to get back what was stolen from us by the WPS.Themany travesty'soutlined in the lawsuit include a scheme byjennifer O'Sullivan and Kristina Hentschel ,beingdefended bytheir lawyer PamFulmer whom in essence is one of the acting leaders of the WPS,isa plot to extort magicjack of over $2.4 Million.O'Sullivan had been quoted"Dan very much wantsto be a partner in this league" when we already were a paying partner(ln the mill ions ofdollars)in the league.magi(lack possesses these "invoices' from the WPS.The lawsuit also spells out how we saved the leaguewhen nobody elsewanted tO,then went onto being the Focus team of the league having the foresight to obtain the four most popular fanfavorites of the USWomens National team.rnaqlclack was by far and away the largest draw forfans to the league.lf i t wasn't for the outrageous behavior of the WPSmanagement,it wouldhave gone on to win the Championship too.There wasn't a team in the leaguewhom we didn'tbeat convincingly.Now the league decided the best thing to do.Is to steal the team and it'smost valuable assets- the players-and enhance their own team after learning how to besuccessful like rnaqlclack.The problem for them is.and the reason the USWomens National teamcannot play for the WPSanymore,is they think the dont haveto pay these players.magicjack onaverage paid its National team members an average of over $45,000 plus a super apartment andmany other valuable benefits.The others figured if they got rid of me,there would be nocompetition to have to paythe players what they deserve and need to live on.After they got ridof maqlcjack.most teams have been offering these players in the $10,000 to $20,000 per yearrange.This is an impossible salary for the WNT players to play for.This is a leaguewho's primaryfunction, in the eyesof the governing body, to supplement the USWNTsalary and provide afarm system to develop the best players for our Country.What it has turned out to be is a leaguewho doesn't pay a fair

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