FRANCHISE DISCLOSURE DOCUMENT BLACKLINED COPY 605 Highway 169 N, Suite 400 Minneapolis, Minnesota 55441 Telephone: (763) 520-8500 pias-franchise-developmentfgiplavitagainsports.coin www.plavitagainsports.com

The franchisee will own and operate a Play It Again Sports® retail store from which the franchisee will sell quality used and new sporting goods equipment and accessories.

: The total investment necessary to begin operation pfsa.Play It:Again Sports® store.Ts from'iS24<>.SQ0240,45D to $407,000.222^00. This includes $39,30041j00 to $4^WA^ which must be paid to us.

This disclosure document summarizes certain provisions of your franchise agreement and other information in plain English. Read this disclosure document and all accompanying agreements carefiilly. You must receive this disclosure document at least 14 calendar days before you sign a binding agreement with, or make any payment to, the franchisor or an affiliate in connection with the proposed franchise sale. Note, however, that no government agency has verified the information contained in this document.

You may wish to receive your disclosure document in another format that is more convenient for you. To discuss the availability of disclosures in different formats, contact the Franchise Development Department at 605 Highway 169 N, Suite 400, Minneapolis, Minnesota 55441, (763) 520-8500.

The terms of your contract will govern your franchise relationship. Don't rely on the disclosure document alone to understand your contract. Read all of your contract carefiilly. Show your contract and this disclosure document to an advisor, like a lawyer or an accountant.

Buying a franchise is complex investment. The information in this disclosure document can help you make up your mind. More information on franchismg, such as "A Consumer's Guide to Buying a Franchise," which can help you understand how to use this disclosure document, is available from the Federal Trade Commission. You can contact the FTC at 1-877-FTC-HELP or by writing to the FTC at 600 Pennsylvania Avenue, NW, Washington, D.C. 20580. You can also visit the FTC's home page at www.ftc.gov for additional information. Call your state agency or visit your public library for other sources of information on franchismg.

There may also be laws on franchising in your state. Ask your state agencies about them.

Issuance Date: March 44^4^12^2014

{TH7382.DOC } PIAS - 3/14 STATE COVER PAGE

Your state may have a franchise law that requires a franchisor to register or file with a state franchise administrator before offering or selling in your state. REGISTRATION OF A FRANCHISE BY A STATE DOES NOT MEAN THAT THE STATE RECOMMENDS THE FRANCHISE OR HAS VERIFIED THE INFORMATION IN THIS DISCLOSURE DOCUMENT.

Call the state franchise administrator listed in Exhibit I for information about the franchisor, or about franchismg in your state.

MANY FRANCHISE AGREEMENTS DO NOT ALLOW YOU TO RENEW UNCONDITIONALLY AFTER THE INITIAL TERM EXPIRES. YOU MAY HAVE TO SIGN A NEW AGREEMENT WITH DIFFERENT TERMS AND CONDITIONS IN ORDER TO CONTINUE TO OPERATE YOUR BUSINESS. BEFORE YOU BUY, CONSIDER WHAT RIGHTS YOU HAVE TO RENEW YOUR FRANCHISE, IF ANY, AND WHAT TERMS YOU MIGHT HAVE TO ACCEPT IN ORDER TO RENEW.

Please consider the following RISK FACTORS before you buy this franchise:

1. THE FRANCHISE AGREEMENT REQUIRES YOU TO RESOLVE DISPUTES WITH US BY ARBITRATION ONLY IN MINNEAPOLIS, MINNESOTA. OUT OF STATE ARBITRATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO COST YOU MORE TO ARBITRATE WITH WINMARK CORPORATION IN MINNEAPOLIS, MINNESOTA THAN IN YOUR HOME STATE.

2. ALL OWNERS OF 10% OR GREATER INTEREST IN THE FRANCHISEE AND THEIR SPOUSES MUST PERSONALLY GUARANTEE ALL OF THE OBLIGATIONS OF THE FRANCHISEE UNDER THE FRANCHISE AGREEMENT AND BE BOUND BY THE CONFIDENTIALITY AND NON­ COMPETITION COVENANTS, WHETHER OR NOT SUCH SPOUSES ARE INVOLVED IN THE OPERATION OF THE FRANCHISED BUSINESS. EACH OF THESE INDIVIDUALS MUST EXECUTE A PERSONAL GUARANTY BECOMING JOINTLY AND SEVERALLY RESPONSIBLE FOR ALL AMOUNTS OWED BY AND PERFORMANCE OF ALL PROMISES OF THE FRANCHISEE UNDER THE FRANCHISE AGREEMENT. THIS REQUIREMENT PLACES THE PERSONAL ASSETS OF THE FRANCHISEE, OWNERS AND SPOUSES AT RISK.

3. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

Effective Dates: See Following Page

{TH7382.DOC > PIAS - 3/14 STATE EFFECTIVE DATES

The following states require that the disclosure document be registered or filed with the state, or be exempt from registration: California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington and Wisconsin.

This disclosure document is registered, on file or exempt from registration in the following states having franchise registration and disclosure laws, with the following effective dates:

State Effective Date

California March 4502.30^2014 Hawaii March 3822,30142014 Illinois WAMarch1S,2M4 Indiana March 18,30^2014 Maryland March 27. 201 SPENDING Michigan March 4402,20142014 Minnesota March 19, 2013PENDING New York March 4^12,20442014 North Dakota March 28, 2013PENDING Rhode Island March 19, 2013 PENDING South Dakota March 18,20442014 Virginia March 28, 2013PENDING Washington March 18,20442014 Wisconsin March 18,20442014

In all other states, the effective date (and issuance date) of this disclosure document is March 44; 3M^7.2W4.

{TH7382.DOC } PIAS - 3/14 NOTICEREQUIRED BY STATEOFMICmGAN

THE STATE OF ^CHIGAN PROH^^ SOMETIMES IN ERANOHISE DOCUMENTS. IEANY OE THE EOELOWINO PROVISIONS AI^ IN THESE ERANOIHSE DOCUMENTS, THE PROVISO ENFORCED AOAINSTYOU.

Fach ofthe fbtiowmg provisions is void and unenfbrcea^ afranchise:

(a) Aprohihition on the right ofafranchisee to^oin an association of franehisees.

(h) A reqnirentent that a franchisee assent to a reiease, assignment, novation, waiver, or estoppei which deprivesafranchisee of rights and protections provided in this act. This shaii not precindea franchisee, afrerentering intoafranchise agreement, front settiing any and aii ciaims.

(c) Aprovision that permitsafranchisor to terminateafranchise prior to the expiration of its termexcepttorgoodcaase. Ooodcanseshahincindethetaiinre of thefranchisee to compiy with any iawfrii provision ofthe franchise agreement and to care snch taiinre afrer heing given written notice ther^^ andareasonahieopporttmity, which in no event need he more than 30 days, to care snch taiiare.

(d) A provision that permits a franchisor to retuse to renew a franchise without tairiy compensating the franchiseehy repurchase or other meanstor ofthe franchisees inventor, supplies, equipment, tixtures, and furnishings. Personalised materials which have no value to the franchisor and inventory, supplies, equipment, fixtures, and thrnishing required in the conduct ofthe franchise husiness are not suhiect to compensation. This suhsection applies only if (i) the term of the franchise is less than^years and (ii) the franchiseei s prohibited hy the fr^^ or other agreement from eontinuing to conduct substantially the same husiness under another trademark, servicemark trade name, logotype, advertising, or other con^ercial symbol in the same area subsequent to theexpirationof thefranchise or thefranchisee does not receive at least^months advance notice of franchisors intent not to renew the franchise.

(e) Aprovision that permits the franchisor to retuse to renewafrancbise on terms generally available to other franchisees ofthe same class or type under similar circumstances. This section does not requirearenewal provision.

(t) Aprovisionrequiringthatarbitrationorlitigationbe conducted outside this state. This shall not preclude the franchisee from entering into an agreement, at the time ofarbitration, to conduct arbitration ataiocation outside this state.

(g) Aprovision which permitsafranchisor to retuse to permitatransfer of ownership ofa franchise, except tbr good cause. This subdivision does notpreventafranchisorfrom exercisingaright of tirst refusal to purchase the franchise. Cood cause shall include, but is not limited to:

(i) The failure of the proposed transteree to meet the franchisors then-current reasonable qualifications or standards.

(ii) The fact that the proposed transferee is a competitor of the franchisor or subfranchisor. ^nr^oo^ PtAS 3/14 (hi) The unwi^mgness ofthe proposed iawhti ohhgations.

(iv) The taiiure of the franehisee or proposed transteree to pay any snms owing to the franehisor or to eare any detauh in the franehise agreement existing at retime of the proposed transter.

(h) Aprovision that requires the franehiseet o reseii to the franehisor items that are not uniquely identified with the franehisor. This suhdivision does not prohihitaprovision that grants toafranehisora right of th^stret^sai to purchase the assets ofafranehise on the same terms and eonditions asahona tide third party wiiiing and ahie to purchase those assets, nor does this suhdivision prohihitaprovision grants d^e franehisor the right to acquire the assets ofafranehise tor the market or appraised value of sueh assets ifthe franehiseeha s hreached the iawfrii provisions ofthe franehiseagreemen t and has tai^ thehreach in the manner provided in suhdivision(c).

(i) A provision which permits the franchisor to directiy or indirectiy convey, assign, or otherwise transter its ohiigations to tuifrii contractual ohiigations to the franchisee uniess made tor providmg the required contractual services.

The fact that there is a noticeof this offering on file with theattorney ^eneraldoes not constitute approval, recommendation, or endorsement hythe attorney general

Any questions regarding this notice should he directed to the Department of Attorney Gene^ ofMichigan, 670 Williams Builds

fm^ooo^ PtAS 3/14 TABLE OF CONTENTS LACKLINED COPY

Item Page

1 THE FRANCHISOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES 1 2 BUSINESS EXPERIENCE 4 3 LITIGATION 6 4 BANKRUPTCY 62 5 INITIAL FEES 62 6 OTHER FEES 7 ESTIMATED INITIAL INVESTMENT 4011 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES 14 9 FRANCHISEE'S OBLIGATIONS 47IS 10 FINANCING 4S12 11 FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING 20 12 TERRITORY 13 TRADEMARKS 392Q 14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION 3022 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISED BUSINESS 34-22 16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL 3223 17 RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION 3324 18 PUBLIC FIGURES M22 19 FINANCIAL PERFORMANCE REPRESENTATIONS %22 20 OUTLETS AND FRANCHISEE INFORMATION ^# 21 FINANCIAL STATEMENTS 46 22 CONTRACTS 4642 23 RECEIPTS 4642

STATE-SPECIFIC ADDENDA - CALIFORNIA, HAWAII, ILLINOIS, MARYLAND, MINNESOTA, NEW YORK, NORTH DAKOTA, RHODE ISLAND, VIRGINIA, WASHINGTON AND WISCONSIN

{TH7457.DOC } EXHIBITS

A - List of Stores B - List of Terminated Franchises C - Winmark's Audited Consolidated Financial Statements D - Play It Again Sports® Franchise Agreement (and exhibits) E - Letter of Credit F - Bank Draft Authorization G - Franchisee Questionnaire H - Equipment Lease I - List of State Administrators/Agents for Service of Process J - Receipts

76 TH031612

{TH7457.DOC} 11 77TH^^ ^TH^^

tieml

THEFI^C^ORB^ANYPA^N^^DE^

To simptify the language in tins diselosnre tioenment, ^Winmati^ or ^we" means Winmark Corporation, ttie franehisor. ^Yon" means the person who hnys the franehise. Ifthe Franehisee isacorporation, partnersltip, or other entity,^on^ may al^oreterto its

Winmarkwas ineorporateti under the laws of the State of Minnesota on Jnly20, 1988 under the name ^Flay It Again Sports Franehise Corporations In July 1993, Winmark's corporate name was ehanged from ^Flay It Again Sports Franehise Corporation" to ^Crow Biz International, Inc." InNovemher 2001, our corporate name waschangedfrom ^CrowBiz International, Inc." to ^WinmarkCorporationB' Winmark'sprincipalhusiness address is605 Highwayl69N, Suite 400,Minneapolis, Minnesota 55441^ our telephone numher is (763) 520- 8500. WinmarkconductshusinessunderthenameFlaylt AgainSports®. Winmark also conducts husiness in34 other separate lines of husinesses underthe names Cnce Upon A Chtid^MnsicCnRnnnd^^Fla^

Winmark has no parent. Winmark has no predecessors that must he disclosed in this Item 1. Winmark's aftiliates includetwowhollyownedsuhsidiaties, Wirth Business Credit, (tbrmerly Winmark Business Solutions, Inc.) and Winmark Capital Corporatiom Both suhsidiaries wereincorporated in Minnesota on April 2,2004, tor the purpose ofequipment leasing to Winmark franchisees andother husinesses. The principalhusinessaddress of hoth corporations is 605 ftigtiwayl69N, Suite 400, Minneapolis, Minnesota 55441. Neither Wirth Business Credit, Inc. nor Winmark Capital Corporation is involved inthe otfer or sale of franchises.

Winmark'sagents tbr service of process are disclosed in Fxhihit 1.

Franchise Offered.

WinmarkfranchisesFlay It AgainSports® retail stores (sometimesreterredtoasa ^Store")under theterms of theFrancltise Agreement inthetbrm included intltisdiscl^^ document as ExhihitO^the ^Franchise Agreement"). AFlayltAgain Sports® Store isaretail store from which you will sell quality used and new sporting goods equipment and accessories. A Flay It Again Sports® franchise emphasizes consumer value by ottering quality used merchandise at substantial savings from the price of newmerchandise andby purchasing customers'used goods that have been outgrown or are no longer used. AStore also offers new merchandise to supplement the selection of used goods.

Themarket fbr thegoods andserviceswluchyouwillofferincludesindividuals and failles activeinone or more sporting activities and, to some extent, grandparents, relati^^ friends purchasing sporting goods equipment. The market fbr used sporting goods equipment is

^m7^7OO0^ expanding as consume recog^ The market fnr new sporting gnndse^^

Winmark has deveiepedamarketing system winehereatesacertainprndnet minds of enstomers,ahnsiness strategy forgetting and keeping enstemers,andadistrih^^ method for prodnets and services. Winmark has deveioped aii of these as part of the hnsiness system (the^nsiness System") whieh yon wiii receive the right to nse. Winmark nses and iicenses certain service marks and trademarks, iogos, tradedress and other comrnerciai symhois, ineinding the service mark Piay ft Again Sports®(coiiectiveiy, theTrademark^ Winmark may,in the fntnre,modi^theTrademarks as weii as add new trademarks, service marks, iogos, trade dress and other comrnerciai symhois.

The purchase ofaPiay ft Again Sports® franchise permits yon^ (i)tonseWinmark^s nationaiiy recognized Trademarks^ (ii) to ohtain access to the distinctive operational and management attributes and the coiiectivehnying power of the Piay ft Again Sports® Business System, inciudingconfrdentiaimanuaisdescrihingcompieteguideiinesfbrtheoperationofa Store (the^Manuais")^(iii) the right toparticipate inWinmark's inventor buying ftemiO)^ and (iv) to receive the benefrts of association withanationaiiy recognized franchise system, inciuding various forms of opening and operational assistance fromWinmark (see ftem 11). You must comply with all of Winmark^s requirements described in the Franchise Agreement and the Manuals. This compliance assures unifbrm and consistent application ofthe Business System which is essential to the successful operation ofyour Store.

Ifyou are an existing Flay It Again Sports® franchisee or an existing franchiseeo f one of Winmark'sother brands in good standing, have beenafranclnsee of Winmark fbr at least 12 months andare openinganadditional store,you must signthe Additional Store Addendum attached to the Franchise Agreement. Under special circumstances,Winmark may, at our sole discretion, waive the 12 month requirement.

Laws and Regulations.

You must comply with alllaws,rulesand regulations governing the operationof the Store, and obtain all permits and licenses necessary to operate the Store (includmg licenses to play music,videos or television in your Store, if applicable). In addition to laws and regulations thatapplyto businesses generally,yourStoremaybe subject to local statutes or regulations that generally govern second-hand dealers and pawn shops. If applicable, these statutes and regulations may require that you report purchases of used merchandise, hold purchased items fbr aspecifred period befbre selling them and postasurety bond withalocal government unit. You should check with state and localgovernment entities tofind out if these types of statutes or regulations will apply to your franchise. Your Store will also he subject to various federal, state andlocalgovemmentregulations, including those relatingto site location.

^7^700^^ -2- Competition.

You will likely compete with other sporting goods resale shops, thrift and consignment shops, garage sales and Intemet websites in the used sporting goods segment of this business. Play It Again Sports® franchisees face an increasing amount of additional competition as additional competitors enter the used sporting goods market.

You will face a significant number of direct competitors in the new sporting goods segment of this business. You will have to compete with retailers, particularly discount stores, selling new sporting goods equipment and relating articles. Several competitors are regional or national retail sporting goods systems and some will have significantly greater financial resources than Winmark and you.

Franchise Activities.

Winmark's business includes the administration of its franchise system (see Item 11), the sale of various inventory items to its Play It Again Sports® franchisees, and the operation of M other franchise systems (described below).

Winmark has offered Play It Again Sports® franchises since August 1988 and operated one or more Play It Again Sports® stores from March 1992 through April 2001. Winmark also offers franchisesi n M other lines of businesses. Winmark offers franchisesfo r the operation of Once Upon Child® retail stores which sell used and new children's apparel, toys, equipment, furniture and accessories. Winmark has offered Once Upon A Child® franchisessinc e January 1993 and, as of December 29. 2012. 26628. 2013. 282 Once Upon A Child® franchised stores were in operation. In addition, Winmark offers franchises for the operation of Music Go Round® retail stores which sell quality used and new musical instruments, speakers, amplifiers, music related electronics and related accessories. Winmark has offered Music Go Round® franchises since March 1994 and, as of December 29. 2012. 3328. 2013. 29 Music Go Round® franchised stores were in operation. Winmark also offers franchisesfo r the operation of Plato's Closet® retail stores which sell used and new teen and young adult clothing and related accessories. Winmark has offered Plato^s Closet® franchisessinc e March -M>99rl999 and* as of December 20. 2012. 35428, 2013. 391 Plato^s Closet® franchised stores were in operation. Winmark plans to begin offorinfiaffers franchises for the operation of Style Encore™® retail stores in April 2013 which wiH-sell used and new women-^s clothing and accessories. As ofthe issuance date of this disclosure documont there are no corporate or franohised Style EncoreTMWmmark has offered Stvle Encore® franchises since April 2013 and, as of December 28. 2013. 3 Stvle Encore® franchised stores were in operation. Once Upon A Child®, Music Go Round®, Plato^s Closet® and Style Encore™® franchises are offered, if at all, in this state through separate disclosure documents describing Winmark and its franchise programs.

Winmark offered Disc Go Round® franchises (retail stores which sold used and new audio compact discs) from 1994 to 1998. Winmark offered It's About Games franchises (retail stores which sold used and new video and computer games) from 1997 to 1999. Winmark offered Computer Renaissance® franchises (retail stores which sold used and new personal

{TH7457.DOC } -3- computer hardware equipmem Winmark offered ReTooi®tranehises(retaii stores whieh soidused and new tooisandsmaiiengine machines from Jnnei998 to Novemher200i. Winmark aiso offered Wirth Business Credit® franchises (husmesses that offered smaii-tieketeq^ Octoher 2005 to Fehruary^Ofi.Winmark no ionger offers Disc Go Round®, ft'^ Computer Renaissance®,ReTooi®, or Wirth Business Credit® franchises.

ftem2

BUSINESS EXPERfENCE

Chairman ofthe Board. Director and ChiefExecutiveCfficer^ John E.Morgan

John Morgan was eiected Chairman of the Board and Chief Executive Cfficer of Winmark in March 2000. Mr. MorganservedasChairmanandChiefExecutiveCfficerof Tomsten, fnc. (dBh/a Archiver's) from Decemher 2009 through August 20f2 pursuantto a management agreement entered into in Decemher 2009 hetweenWinmarkandTomsten, fnc. He aiso serves asamemherofRush River Croup,EEC in Minneapohs^n the Board ofDirectors of Canterbury ParkHold^ComoratioomShakopeeMinnesota

EresidentofWinmarkComoratiom BrettD.Heffes

Brett Heffes has served as Eresident ofWinmark Corporation since Eehruary20fi Mr. Heffes served as Eresident ofEinance and Administration ofWinmark from Decemher 2007 to Eehruary20ii. Erom Novemhcr 2002 to Septemher 2008,he served as ChiefEinanciaiCffrcer and Treasurer ofWinmark.

Eresident ofEranchisin^ Steven A. Murphv

Steven Murphy has servedastheEresidentof EranchisingsinceCctoher 2006. Mr. Murphy aiso served as ViceEresident of EranchiseManagement of Winmark from Decemher 2003 to Cctoher 2006

ChiefEinanciaiCfficer^ Anthony D.fshaug

Anthony Ishaug has served as ChiefEinanciaiCffrcer fbr Winmark since Septemher 2008 and Treasurer since November 2009. Priorto^oiningWinmark, Mr. Ishaug was empioyed as Chief Cp^ratingCffrcer and ChiefEinanciaiCffrcerofDepartment 56, Inc.(adivisionofE Croup,Inc)inEdenErairio, Minnesota, fromJanuary 2008 untii September 200^

Vice Eresident ofHumanResources^ EeahACoff

Eeah Coff has served as Vice Eresident of Human Resources fbr Winmark since September 2005. Erom October 2000 to September 2005, Ms Coff served as Human Resources Manager fbr Winmark.

^nr^no^ DtiectorofPlayftAgam Sports® Division PafrickM.Ouinn

PafriokQuinn has been Dtieotorof^ Mr.Qninn served as the Direetoref Operations fbr PlayhAgain Aprti^OO^ Hehas been employed by Wh^arkmvarionspostiionswiti^PlaytiAgam Sports® sinee

OireetorofFranehiseOevelopment PeterLFirst

Pete Ftist has been OtieetorofFranehise Oevelopment ofWnm^ark sinee Jnne 2005. Mr. First wasaPranehise Oeveloper ofWinmarktiom April 2004 to Jnne 2005.

Oireetor^ KirkA.MaeKenzie

Kirk MaeKenzie was eleetedadireetor of Winmark in May2000 and served as itsViee Chairman tiom that time nntii Febma^2011. Inaddition, Mr. MaeKenzie is enrrentlyaprivate investor and serves asamemberofRnsh River Oronp, LLO and isaOireetor of Oeronimo Wind Energy,LLO,hoth^in Minneapolis, Minnesota.

Oireetor^ PanlO. Revolts

Panl Reyelts was eleetedadireetorofWinmark in May 2000 and serves as Lead Oireetor. Mr. Reyelts served as ttieFxeentiveVioeFresident of Finance and CtiieffinaneialOftieer of TtieValsparCorporation, in Minneapolis, Minnesota, tiom April 1982toFebmary 2008. He remained an FxeentiveViee President ofValspar Corporation nntii his retirement in May2009. in addtiionhelsad^eetorofSRD Development. LLC, and serves on the Board ofT^ Minnesota Pnhiie Radio,the Advisory Board ofthe University ofMinnesota College ofOesign and the Minneapolis Parks Fonndation Board.

Oireetor^ Mark L.Wilson

MarkWilsonwaseleetedadireetor of Winmark in May 2000. Mr. Wilson enrrently servesasOfConnsel at the law tirm of Henson^Etion,P.A. in Minneapolis, Minnesota. In addition, he enrrently serves on the Board ofOireetors ofthe Minnesota Commnnity Foundation as its Chair,The St. Paul Foundation as its Ctiair,lntergenerational Living and Healtti Care, Inc. andCiveMN.org.

Oireetor^ JeneleC.Orassle

JeneleOrassle was eleetedadireetorofWinmark in January 2001. Ms. Crassle serves as VieeFresident,MeretiandisingtbrBluestemBrands,ti^e. in Minneapolis, Minnesota,aposition stie tias tiad sinee June 2012. Stie served asViee President, Meretiandising tbr Aimia, formerly CarlsonMarketing,inMinneapolis,MinnesotafromMay 2008toOeeember2011. Stiese^ed as ttie Vio^Fresid^nt/OeneralMeretiandise Manager atValue Vision Media, Inc. in FdenPrai^ Minnesota, tiomJuly 2007 to April 2008

^m7^7noc^ -5- Director: Dean B. Phillips

Dean Phillips was elected a director of Winmark in 2007. Mr. Phillips currently serves as Chairman of the Board of Directors of Talenti Gelato in Minneapolis, Minnesota. He served as President and Chief Executive Officer of Phillips Distilling Company in Minneapolis, Minnesota from 2000 to 2012. He is a member ofthe Advisory Board of the Center for the Study of Politics and Governance at the University of Minnesota's Humphrey Institute and a Trustee of The Jay & Rose Phillips Family Foundation.

Director: Steven C.Zola

Steven Zola has served as a director of Winmark since February 2011. Mr. Zola also has served as the President of Winmark Capital Corporation since December 2005.

Director: Lawrence A. Barbetta

Lawrence Barbetta has served as a director of Winmark since April 2012. Mr. Barbetta currently serves as Chairman of the Board and Chief Executive Officer of eLab Analytics in Wayzata, Minnesota, a position he has had since 2008.

Item 3

LITIGATION

Edwin H. Richardson and Rona C. Richardson v. Winmark Comoration ainited

States District Court. Eastern District of Pennsylvania. Case No. 2:13-cv-04590-LFRT filed August 7. 20131 Winmark terminated a Plato's Closet® Franchise Agreement in Pennsylvania for the franchisees' involvement in acts or conduct which materially imnaired the goodwill associated with the "Plato's Closet" name. Before Winmark could enforce the non-comnetition provisions of the Franchise Agreement, the franchisees commenced this action alleging that Winmark unlawfully terminated the Franchise Agreement. Winmark then asserted counterclaims against the franchisees for violation of the post-termination non competition provisions. Winmark and the franchisees subsequently entered into a Settlement Agreement under which the parties agreed that the franchisees would sell or close the store, hut that the store could continue to operate as a Plato's Closet® store for a short period of time pending the completion of the sale or closure. The store was sold in a transaction that closed in March 2014 and, as of the effective date of this Disclosure Document, the parties were in the process of filing a dismissal of the action.

{TH7457.DOC} -6- Litigation Against Franchisees in the Last Fiscal Year

Litigation to enforce non competition provision in Franchise Agreement

Winmark Corporation v. Todd A. Schneeberger and

Schneeberger (United States District CourtT District of Colorado. Case No. 13-cv- 0274-WJM-BNm.

Winmark Cornoraton v. Brenohv Snorts. Inc. and Marlin P. Geimer (United States District Court. Southern District of Florida. Case No. l:13-cv-62697-RNSl

Ne Other than these actions, no litigation is required to be disclosed in this tteffldi&dfl&nre document.

Item 4

BANKRUPTCY

No bankruptcy information is required to be disclosed in this Item.

Item 5

INITIAL FEES

You must pay to Winmark "Initial Fees" to cover the cost of goods and services that Winmark provides to you before your Store opens. The Initial Fees include the Initial Franchise Fee and the initial cost of Winmark's point-of-sale system and proprietary software. In addition, the Initial Fees include the cost of any inventory purchased from Winmark (optional). Each component of the Initial Fees is described below:

Initial Franchise Fee. If you are opening a single Store, you must pay an "Initial Franchise Fee" of $25,000 to Winmark. The Initial Franchise Fee is $15,000 ifyou are currently opening a second or subsequent Store or if you are an existing franchisee of one of Winmark's other franchised concepts. You must sign a separate Franchise Agreement for each Store, and you must pay the Initial Franchise Fee for each Store in a lump sum to us when you sign the Franchise Agreement. The Initial Franchise Fee is non-refundable.

Point-of-Sale (POS) Svstem. You must use in your Store the point-of-sale system (the "POS System") which Winmark has selected for your Business System, and you must enter into a Computer Software License Agreement with Winmark for use of Winmark's proprietary software program (the "Proprietary Software"). The initial cost of the POS System and Proprietary Software will range from $44^001£^M to $4^00012*020 for each Store, which includes the DRS Maintenance Fee. This amount is not refundable. You will generally purchase the POS System and Proprietary Software immediately before you attend Winmark's second

{TH7457.DOC} -7- week of training. See Item 11 for additional information regarding the POS System and Proprietary Software.

Winmark, through its subsidiary, Wirth Business Credit, Inc., may lease to you the POS System or other equipment necessary to operate your Business (see Item 10). The monthly payment and finance charges will vary based on the value of the leased equipment, type of leased equipment, your financial health, your credit history, the type of lease and other factors.

Initial Inventory. You must purchase the initial inventory of new and used sporting goods and equipment necessary to commence Store operations. You may purchase certain new sporting goods and equipment from Winmark or other suppliers. If you purchase new sporting goods and equipment from Winmark or other suppliers, your costs will range from$60,00 0 to $100,000. If you buy part or all of your initial inventory of sporting goods or equipment from Winmark, you must pay the invoice in full at the time you place your order. See Item 7 for additional information on opening inventory.

The total amount for your Initial Fees will depend on the goods and services that Winmark provides to you.

Item 6

OTHERFEES

Type of Fee Amount (See Note 1) Due Date Remarks

Continuing Fee 5% ofyour "Gross Sales"; On or before Wednesday of See Note 3 See Note 2 each week for the previous week

Marketing Fee $1,000 per year Two installments of $500 each on or before January 1 and luly 1 of each year

Cooperative Advertising Maximum amount is 5% of Established by Winmark or See Note 4 your Gross Sales franchisees

Local Marketing Expenses Minimum amount, when Minimum amount must be See Note 5 combined with cooperative spent during each calendar advertising expenses, is 5% year. of your Gross Sales.

Advertising Fee If Winmark imposes this If Winmark imposes this See Note 6 fee, you will pay up to 2% fee, it will be due before of your Gross Sales Wednesday of each week for the previous week

Transfer Fee $5,000 Before completion of See Note 7 transfer

{TH7457.DOC } -8- Type of Fee Amount (See Note 1) Due Date Remarks

Audit Expenses Cost and expenses related After inspection or audit Payable only if under­ to audit statement is greater than 2%

Renewal Fee $5,000 Before renewal of Franchise Agreement

DRS Maintenance Fee The fee for the term of this The fee will be due upon See Note 8 Franchise Agreement is placement of order of POS $5^750. Upon renewal System, and upon renewal the then-current rate for the of the Franchise Agreement fee will be applied.

Remodeling Expenses Will vary under When incurred See Note 9 circumstances

Insurance Will vary under certain When Winmark requests Payable to Winmark if circumstances. reimbursement you fail to pay insurance premium and Winmark pays it for you

Inventory WiU vary under certain When incurred See Note 10 circumstances.

Interest Expenses Lesser of 18% per year or When due Payable if Continuing maximum rate permitted by Fee or other amounts due law Winmark are not timely paid

Lease Payment Will vary under certain When due Payable if you sign a circumstances lease agreement for the equipment used in your store

Costs and Attorneys' Fees Will vary under When incurred Winmark may recover circumstances costs and reasonable attorneys fees if you lose in a dispute with Winmark

Notes:

(1) Except where otherwise noted, all fees are payable to Winmark, are uniformly imposed and are nonrefundable.

(2) "Gross Sales" means the total revenues you receive from the sale of goods and services, whether by cash or by check, credit card or trade, in connection with the Store, less customer refunds and returns and sales or similar taxes. Gross Sales includes any sales permitted through the Intemet. Gross Sales do not include wholesale transactions from

{TH7457.DOC } -9- p^ytiAgam Sports® francs standing with Wmmar^

tn oertain situations, other tranohisees may he paying a iower percentage rate tbr continuing tees than yon are. Aii new franchisees are required to pay the percentage rate statedinthis disciosuredocument. However, afranchisee withaneariier Franchise Agreementmayhavebeenrequiredtopayaiowerpercentage rate than the stated amount or may be required to pay iess upon renewai oftheir Franchise Agreement, tn the tuture, Winmark may change the continuing tees tbr new and renewing franchiseesunies s your Franchise Agreement specificaiiy grants you the rightto renewyour Franchise Agreement ataiowerrate.

(3) Winmark requires you to aiiow ns to withdraw continuing and other fees directiy from your bank account

(4) Winmarkor iocai Fiaytt Again Sports® franchiseesmay estabiishanadvertising cooperative in your area. Fhe iocai advertising cooperative wiii estabiish the amount of cooperative advertising tees. tfaCompany-owned store isamember of your cooperative, it wiii have voting power equai to that of franchised stores. Company owned stores wiii not have controiiing voting power in any iocaicooperative. Fherearecurrentiyno Company-owned Fiaytt Again Sports® stores.

(5) Tothe extent your annuai contributions to cooperative advertising programs are iess than ^ofthe Cross Saiestbryour Store,youmustconductadditionaiadvertisingand marketing activitiesin your iocai geographic area. Your iocai advertising activities, however, wiii noteiiminateyourobiigationsto contribute to cooperative advertising programs. If you donot spend at ieast 5^ of Cross Saies tbr the calendar year tbr cooperative or iocai advertising, Winmarkmay require thatyoupay the difference between what you shouid have spent tbr advertising during the calendar year and what you actually spent.

(6) Winmark may, with 60 days'notice, establish an^Advertising Fund" to be managed by Winmark and require that you pay an^Advertising Fee" of up to 2% of Cross Sales tbr deposit in the Advertising Fund. The balance of the 5% minimum advertising requirement must be used tbr cooperative advertising and local advertising.

(7) This tee is payable when the Franchise Agreement or substantial portion ofthe assets of the Store or any controlling interest in the franchiseei s transterred.

(8) This tee is tbr upgrades to the antivirus and data base engine sofrware that supports the DRS sofrware andispayable whenyou initially order yourFCS Systemandupon renewal ofyour Franchise Agreement.

(9) Youmustmodernize your Store upon notice fromWinmark,althoughWinmark cannot require you to do so more than once every^years. The modernization must contbrm to the standards that Winmark requires at that time tbr similarly situa^ tm^^no^^ 10 Sports® Stores. The scope of modernization may range from simply repainting the Store to completely refurbishing the entire Store, including replacement of fixtures, sign supplies, equipment and POS System. Winmark cannot estimate the current costs for a modernization project because it has no history on which to base an estimate of these costs. You may make these payments in whole or in part to Winmark approved third parties and/or Winmark preferred vendors. Before you modernize your Store, you must submit your modernization plans to Winmark for our approval.

(10) You will need to continually replenish your Store inventory (both new and used items). Your quarterly costs for inventory will vary significantly, depending on such factors as seasonal changes in demand and your Store sales, although these costs generally will range from $80,000 to $150,000.

Item?

ESTIMATED INITIAL INVESTMENT

YOUR ESTIMATED INITIAL INVESTMENT

TYPE OF AMOUNT METHOD OF TO WHOM EXPENDITURES See Note 2 PAYMENT WHEN DUE PAYMENT IS TO See Note 1 BE MADE

INITIAL $25,000 Lump sum When you sign the Winmark FRANCHISE FEE See Note 3 Franchise Agreement (See Note 3) FIXTURES AND $44^0012^100 to Lump sum Before opening Third-party suppliers SUPPLIES $24,000 See Note 4 See Note 4 or Wirth Business See Note 4 Credit, Inc. SIGNS $6,000 to Lump sum Before opening Third-party suppliers $12,0001iL0# or Wirth Business See Note 5 Credit, Inc. SECURITY SYSTEM $^§00750 to Lump sum Before opening Third-party suppliers

AND/OR CAMERAS $7TQQ054mW See Note 6 See Note 6 or Wirth Business See Note 6 Credit, Inc. SKATE SHARPENER S^OOOflto Lump sum Before opening Third-party suppliers $12,Q001iUWfl See Note 7 See Note 7 or Wirth Business See Note 7 Credit, Inc. POINT-OF-SALE $44^0016300 to Lump sum Upon placement of order Winmark or Wirth (POS) SYSTEM $4^00019.000 See Note 8 - before training Business Credit, Inc. See Note 8 See Note 8 LEASEHOLD $40^005+000 to As incurred Before opening Third-party IMPROVEMENTS $^0=00020.000 contractors and See Note 9 architects BUILD-OUT $4^00010^100 to As incurred Before opening Third-party $%00025jm contractors and See Note 10 architects

{TH7457.DOC - 11 - TYPE OF AMOUNT METHOD OF TO WHOM EXPENDITURES See Note 2 PAYMENT WHEN DUE PAYMENT IS TO See Note 1 BE MADE

DEPOSITS AND &W)OA5.n00 tn Lump sum Before opening Landlord, utility BUSINESS %O001MOO companies and LICENSES See Note 11 govemment agencies LETTER OF CREDIT $5,000 to Lump sum Before purchasing Lending institution $10,0Q02JWfl inventory on credit from See Note 12 Winmark OPENING SmOOOgfiJOfito As incurred Prepaid at time of order Third-party suppliers, INVENTORY SH0,000130400 before opening Winmark and See Note 13 consumers MISCELLANEOUS $17,0002&400 to As incurred Before opening Third-party suppliers PRE-OPENING $^00047,522 and utility companies EXPENSES See Note 14 ADDITIONAL $40,000 to $50,000 As incurred As incurred Winmark, employees FUNDS - 3 MONTHS See Note 15 and third-party suppliers

TOTAL S34Q^QQ240T4S0 to $407,000222*500 See Note 16

Notes:

(1) The typical size of a Play It Again Sports® Store ranges from 2T&0Q3.000 to ^003.700 square feet. For several items discussed below, your cost will increase as the number of square feet increases.

(2) Except where otherwise noted, all fees that you pay to Winmark are nonrefundable. Third-party lessors, contractors, and suppliers will decide if payments to them are refundable.

(3) The Initial Franchisee Fee for new Play It Again Sports® franchiseesi s $25,000. The Initial Franchise Fee is $15,000 for a second or subsequent store or for an existing franchisee of one of Winmark's other franchised concepts.

(4) Your investment in fixtures and supplies necessary to operate the Store is highly variable. Your exact investment depends on several factors, including the size and condition of the premises, inventory levels, transportation costs, financing costs and similar factors beyond Winmark's or your control. The cost will increase as the number of square feet increases. Winmark, through its subsidiary, Wirth Business Credit, Inc., may purchase the fixtures and supplies and lease them to you (see Item 10). If leasing through Wirth Business Credit, Inc., you will be making monthly payments over time (typically 36 months).

{TH7457.DOC } - 12- (5) This item is fbr mte^or and Aii signs mnst meet Winmark's standards and enmpiyv^thynnriandierd'sreqnirements as weii as any ineaige^^ regniatiens. Ynn mnstpnrohase aii interior and exterior signs through WinmariBs approved, preferred third party suppliers. Winmark, through its subsidiary, Wirth Business Credit, fne., may purchase the signs and iease them to you (see ftem iO) ff leasing throughWirth Business Credit, h^e.,you wiii be mailng monthly payments o^^^ time (typically 36 months).

(6) We require that you purchaseasecurity system that includes security cameras, motion detectors, entrance security and glass breakage detectors. You must purchaseaminimum of3to4cameras depending on the size of your Store. Winmark, through its subsidiary, Wirth Business Credit, Inc., may purchase the security cameras and lease them to you (seeltemlO). ffleasingthrough Wirth Business Credit, lnc,you will be making monthly payments over time (typically 36 months).

(7) It is your discretion as to the quality of the skate sharpener you purchase (if needed) fbr your store. The prices will vary based on your customer needs. Winmark, through its subsidiary,Wirth Business Credit, fnc. may purchase the skate sharpener and lease it to you (see Item 10). If leasing throughWirth Business Credit, Inc.,you will be making monthlypayments overtime (typically 36 months).

(8) You must useinyour Store theBCS Systemwhich Winmark has selected fbrthe Business System. (See Itemll.) You must obtainalicense fbr the Proprietary Software from Winmark. The estimated amount mcludes the $^004^00 software hcense fee vn^ pay Winmark fbr the Proprietary Software. It also mcludes the $^7^0 DRS Maintenance Pee ft does not include sales tax and shipping costs You must obtain the computerhardware components through Winmark. Winmark, throughitssuhsidiary, Wirth Business Credit, fnc. may lease you the PCS System (see Item 10). If leasing tl^oughWirthBusinessCredit,fnc.,you v^llbe making montl^y payments over time (typically 36 months).

(9) You will need to lease the premises fbr your Store. Rent is estimated to be approximately $40,000 to $90,000 per year depending on factors such as size, condition and location of the leased premises. Typical locations fbr your Store are smaller free standing locations and strip shopping malls. You will need to make certain leasehold improvements to the leasedpremises foryour Store to comply withWinmark'sapproved plans and standards. The estimated cost of leasehold improvements could include: carpeting, slat wall, lighting, anddecor. The exactcostwilldependupon several factors,mcluding the conditionof thepremises, whether youelect todomorethanthe minimum required renovations,the landlord'sagreementtoreimhurseyoufbrcertain improvements and other economic factors.

(10) The build-out cost refers to the physical labor expense of building the store location to Winmark's approved brand standards. This may include installation of slat wall,wall standards, counter configuration, building store ftxturization,installin g ftoors

^m7^7no^^ 13 e^ The exact cost witidependuponsev^ premises, costof contracting and pemtittm^

(ii) Tins amonnt incindesntiiity and security deposits and hnsiness iicenses. Deposits are generaiiyretnndahie, hnt iicense tees are not.

(t2) Yonr lending institution may reqnireadeposit to secnreaietter of credit in support of your iine of credit withWinmark. This deposit,which wiii generaliy range from $5,000 to SlO.OOO.he In the amooot of ^OOO.will he necessarv onlv if von desire to nnrcha^e inventory on credit from Winmark'shuying group. Winmark will paythe supplier(s)and invoice you tbr the amount due. This deposit is generally retundabie, although the costs incurred in obtainingaletter of credit are generally non-retundable. Winmark will otfer limited frnancing to qualifred franchisees inthe purchase of this store inventory.(See ItemlO)

(13) This amount assumes your opening inventory will include both new and used sporting goods items. Winmark requires that you haveaminimum of $40,000 in used inventory whenyouopenyour Store and encourages you tohaveamuch larger amount of used inventory. This amount does not retiect amounts needed to replenish inventory during the initial stage of operation. Winmark may retuse to allow you to open your Store if you have less than $40,000 in used inventory. The mix ofmventory oflered at your Store will be subject to seasonal changes. The estimated amount tbr your opening inventory does not retiect your need to purchase additional inventoryyear-round to retiect demand.

(14) This amount includeslodging, meals and travelexpenses tbr one person attending the initial fraining program and the cost tbr participation in an online frnanciai management course(currently $395) during the initial training program (see itemll), telephone hook­ up, legal expenses, initial tinancing costs, building permits, preopening labor expenses, pre-opening advertising expenses and website development costs.

(15) This amount estimates the expenses youwill incur during thetirst3 months of Store operations, including initial wages and fringe benefrts, insurance premiums, rent, advertising, taxes, oftice, paper and cleaning snppiies and interest payments on any business loans. It does not include inventory costs heyond the opening inventory costs identifredinttie Table anddoesnot includeyourcompensationduringttiis3-month period. The amounts are estimates,andWinmarkcannot guarantee that youwill not incur additional expenses in starting the business. Your costs will depend on tactors such as howmuch you tbllowWinmark'ssystems and procedures, yourmanagement skills and experience, local economic conditions, local rentalrates,ttielocal market tbr Playlt Again Sports® products, the prevailing wage rate, competition and ttie sales level reactied during the initial period.

(16) Tins total is an estimate of your pre opening initial investment and ttie expenses you will incur during ttiefrrst3 monttisof Store operations. Winmarkbasesthistotalonits estimate of nationwide average costs and prevailing market conditions and Winmark's 24^ years of experience in the business. You should review this amount caretully witha tm7^7no^^ 14 husmess advisor befbre decide Tbese figures are esfimafos ouiy, and Wiumarkeauuet guarantee thaf you wiii uof bave addifieuaiex^ your Piay it Again Sports® business.

ftem8

^ST^CTfONSONSOU^^

You must iieense the Proprietary Software and purchase the computer hardware components fbr the POS System from us. Winmark received $4^^^^^ in revenues from the saie of computer hardware components, computer sofrware and iicensing of the Proprietary Sofrware to Piay ft Again Sports® franchisees during the year ended December 29^0^^ 2tH^This represents ^^ofWinmark'stotai revenues of^fO^^ inWinmark's Statement of Operations fbr the year ended December 29, 20i2.^^0^ Your purchase (or iicense) of the Proprietary Sofrware and purchase of computer hardware components wiii represent iess than 6^ of the cost to estahiish your Store. The cost of the computer hardware components refiectsWinmark'scosts reiated to those items. Winmark does not mark up the cost of the computer hardware components to secure any additionai revenue. Winmarkdoes,however,chargeahandiing fee of approximately 4% on computer hardware component purchases.

Most of Winmark'sofficers own an interest inWinmark,the franchisorand , as further described in this ftem 8, an approved supplier of certain items to the Play ft Again Sports® franchise system. Winmark's officers may also own an interest in other approved or "recommended^suppliersthat: (1) is held indirectly throughamutualfund,401(k) plan or similar mechanism hywhichtheoffrcer does not have the ahilityto managethe ownership of individual company stock or other interests; or (2) represents fewer than 1,000 units or shares of asupplier entity and less thanl^ofthe total outstanding equity interest in that supph^^^ Except as described inthe2preceding sentences, Winmark's officers do not ov^ an interest in an approved or "recommended" supplier.

Toinsureaunifbrm image and quality of products and services throughout the Play It Again Sports® system, you must maintainWinmark'squality standards. Although you will not leaseyourrealestatefromWinmark, Winmark must consent to the location of your Store and will review the lease to insure it contains provisions des Itemll). Youmust comply withWinmark'sthen-current approved standards in constructing and equipping your Store. You must use equipment (including hardware and certain sofrware programs fbr thePOSSystem), signs, fixtures, furnishings,products, supplies and ad^^ and sales promotion materials which meet Winmark'sstandards. In addition, you may sell from yourStoreonlythose categories ofproducts and services thatWinmark approves. Winmark periodically publishes fbr franchiseesalistidentif^g approved product categories fbr useina Play ft Again Sports® store. Winmark may periodically update and alter these categories of products and services you may sell at Play It Again Sports® stores. Winmark does not establish standards fbr specificsporting goods and other items sold inyour Store. You may purchase products within an approved category from any legal and available source of supply.

^^7noc^ 15- W^le Wmmarkwitiprov^ tiem^Wmmark does not curr^ o^to^tbrannrovin^snnotiorsofmventorv Anvsn^erw^^^e^p^^^^^^^ Winm^sstandards(ifany)is, in ofrbot, an approvod Winmark may verity that tho item tho snnniier provides mootsWinmark'sstandards^ifanvl Winmark witi provide vou withaiist of annroved. preferred or designated suoniiers of serviee^ We do not provide material henefitstovon hased on vonrnnrehaseofpartieniarprodnets orserviees ornseof partieniarsnnniiers

In November 2003, we iannehed onr Winmark Business Sointions weh site (www.whsontine.eoml Winmark Business Sointions supports onr tianehisees and other smaii husinesses. Speeitieaiiy, the weh site (i) aggregates the purehasing power of smaii husinesses, ineiuding our franehisees, whieh aiiows us to more efreetiveiy negotiate arrangements tor products and services criticai to most smaii husinesses; (ii) provides our franchisees with infbrmation that heips them to he successfrti at every stage of thefr operation; (iii) provides our franchisees with toois that they can use immediateiy to operate more etfectiveiy; and (iv) provides access to business articles from nationaiiy known smaii business pubiications. There is no additionai ctiarge tbr ttie web site. Third partyvendors charge franchisees directiy tbr products or services. Wemayofferservicesinthe tuture, tbr which we may charge. Inaddition to the Winmark Business Solutions program,Wirm^ark has negotiated or wiii negotiate progr^ withanumberofmanutacturers and suppliers so ttiat franclusees may benetit fromvolume purctiasing and prepaid freigtit programs.

In operating your Store, you will purchase used goods from your customers or from other wholesale sonrcesorplace inyour Store used goods onaconsignment basis. These used goods do not need to meet any standards solong as these goods tall within an approved category of goods, are not recalled products, and are not determined unsate upon reasonable inspectiom

Winmark ordinarily establishes general standards tbr carpeting, tixtures, signs, computer hardware and non-proprietary sofrware used in your Store. Winmark periodically modifres or adjuststhese standards asneeded. Winmark will makethesestandardsavailable tbr your mspection atWinmark'scorporate headquarters (subject to your execution ofaconfrdentiality agreement).

Winmark is an "approved supplier" (i.e., a snppiier that provides items meeting Winmark'sgeneral standards tbr ttiose items) tbr certain items used in your Store. Theseitems include equipment,interiorsigns,advertisingand salespromotion materials,andperiodically other classes of products and supplies ttiat you may use in operating your Store. Winmark operatesa"Buying Group" tbr ttie distrihution of new sporting goods items. Through the Buying Group,Winmark has negotiated programs including price terms wittianumber of sporting goo^^ manutacturers and supplierssothat you can benetit from volume purchasing. Except tbr the Proprietary Sofrware and computerhardware components discussed above (tbr whichWinmark is generally the only source of supply), you may purchase any products, equipment, advertising, and promotional materials and other items fromWinmark or any other manutacturer or supplier who can provide items meeting Winmark's standards (if any). You must, however, purchase your extetior and interior signs, carpet and tlooring from an approved supplier designated by tm^^oo^^ 16 Winmark. In addition, you must use an approved supplier designated by Winmark for broadcast media placement and online advertising for your pre-opening and first year marketing activities.

During Winmark's last fiscal year, Winmark derived revenues of $618.978526.245 from the sale ofproducts (including inventory sold through the buying group) and other items subject to Winmark's standards, or 4^2% of Winmark's total revenues of $51.943.100.55.731,200. as stated in Winmark's Consolidated Statement of Operations for the year ended December 29; 20^28, 2013. These revenues reflect purchases by Play ft Again Sports® stores only.

You must purchase and maintain, at your expense, comprehensive general liability insurance in an amount Winmark will designate periodically, but at least $1 million per occurrence and $2 million in the aggregate. This insurance must insure Winmark, you and any other person Winmark designates from liability for all damage or injury. You must also purchase business interruption insurance, business personal property insurance, money and securities insurance, and building insurance. In addition, you must maintain any other insurance as may be required under law.

Although Winmark provides certain admimstrative, technical, and advisory services and data to a limited number of suppliers, Winmark does not receive a fee from any suppliers as a result of transactions with franchisees. Winmark may receive a rebate from the vendor of the Constant Contact marketing program for franchiseeparticipation , however, any rebate received for participation by a Play It Again Sports® franchiseewil l be deposited directly into the Play It Again Sports® marketing fund to be used for the development of advertising and marketing materials. Winmark may receive a rebate for 15% of the billed revenue for Constant Contact or

an estimated total of approximately $3^00028r000 per year.

Winmark estimates that the purchase or lease of equipment (including computer hardware and certain software), signs, fixtures, furnishings, products, supplies, and advertising and sales promotion materials (see Item 11 for information on advertising and sales promotion materials) which meet Winmark's standards (including those standards establishing general categories of goods and services that you may offer in your Store) will represent approximately 50% to 60% of the cost to establish your Store and 45% to 65% of the cost to operate your Store.

Winmark is not currently aware of any purchasing or distribution cooperatives in the Play It Again Sports® system (other than Winmark's Buying Group) that offer to you certain products used in your Store.

Item 9

FRANCHISEE'S OBLIGATIONS

This table lists your principal obligations under the franchise and other agreements. It will help you find more detailed information about your

{TH7457.DOC } -17- obligations in these agreements and in other items of this disclosure document.

Section Disclosure Document Obligation in Agreement Item a. Site selection and acquisition/lease Sections 7(A) and 8(0) of Franchise Item 11 Agreement b. Pre-opening purchases/lease Sections 6(D) and 8(D), (0) and (P) of Items 5, 7, and 8 Franchise Agreement

c. Site development and other pre­ Section 8(B) of Franchise Agreement Items 5, 7, and 11 opening requirements

d. initial and ongoing training Sections 7(D) and 8(L) of Franchise Items 7 and 11 Agreement e. Opening Section 15(A)(1) of Franchise Items 5 and 11 Agreement f. Fees Sections 2(B)(4), 4, 5, 6, 8(P) and Items 5, 6 and 7 14(C)(6) of Franchise Agreement and Section 1 of the Additional Store Addendum g. Compliance with standards and Sections 8(C), (I) and (N) of Franchise Items 11 and 16 policies/Operating Manual Agreement h. Trademarks and proprietary Sections 3 and 9 of Franchise Items 13 and 14 information Agreement i. Restrictions on products/services Sections 1 and 8(D) and (P) of Items 8, 11 and 16 offered Franchise Agreement j- Warranty and customer service Section 8(D) of Franchise Agreement Not Applicable requirements k. Territorial development and sales Section 1(B) of Franchise Agreement Item 12 quotas

1. Ongoing product/service purchases Section 8(D) of Franchise Agreement Items 8 and 11 m. Maintenance, appearance and Sections 2(B)(3) and 8(B) and (E) of Item 11 remodeling requirements Franchise Agreement n. Insurance Section 10 of Franchise Agreement Items 6 and 8

0. Advertising Section 6 of Franchise Agreement Items 6, 7 and 11 P Indemnification Section 11 of Franchise Agreement Not Applicable q. Owner's participation/ Sections 7(D) and 8(A) and (J) of Items 11 and 15 management/staffing Franchise Agreement r. Records and reports Sections 12(A) and (B) of Franchise Item 6 Agreement s. Inspections and audits Section 12(C) of Franchise Agreement Item 6

{TH7457.DOC } -18- Section Disclosure Document Obligation in Agreement Item t. Transfer Sections 13 and 14 of Franchise Items 6 and 17 Agreement u. Renewal Section 2(B) of Franchise Agreement Items 6 and 17

V. Post-termination obligations Section 17 of Franchise Agreement Item 17 w. Non-competition covenants Section 18 of Franchise Agreement Item 17

X. Dispute resolution Sections 18(D) and 19 of Franchise Item 17 Agreement y- Additional stores Additional Store Addendum to Play It Items 1, 5, 6 and 7 Again Sports® Franchise Agreement z. Owner/Shareholder/ Spouse Sections 9(A), 12(C), 14(B), 18(A), (B) Item 15 Guarantee and (C) and 19(C) of Franchise Agreement and Exhibit C to Franchise Agreement

Item 10

FINANCING

Winmark offers limited fmancing arrangements or similar assistance to qualified franchisees in purchasing Store inventory. You may participate in Winmark's Buying Group through which Store inventory is purchased. Winmark pays the supplier for the inventory ordered and invoices you for the amount due. Winmark collects an administrative fee of 4% of all purchases you make through the Buying Group. This administrative fee is intended to offset Winmark's costs in operating the Buying Group. To ensure payment of invoices, Winmark requires that you provide a letter of credit. (See Exhibit E to this disclosure document.) The

letter of credit will generally be in aathe amount between $5.000 and $10.000.of $2.000T and be obtained from a reputable lending institution. The letter of credit will provide that the lending institution will pay Winmark any amounts you owe Winmark for inventory or under the Franchise Agreement, which: (i) are due and owing but have not been paid, (ii) have been invoiced and you have not renewed your letter of credit at least 14 days before the letter of credit expires, or (iii) both Winmark and you agree to use the letter of credit to pay an amount owing to Winmark.

If you meet our credit standards, we may, through our Wirth Business Credit, Inc. subsidiary, lease you equipment related to your Play It Again Sports® store operations. If you choose this option, your monthly payment and APR will depend on the value of the leased equipment, the type of leased equipment, your financial health, your credit history, the type of lease and other factors. Generally, the rate of interest on your lease will be between 15% and 25% on an annual basis. In addition, there is a document fee of up to $250 (currently $175 as of the issuance date of this disclosure document) for each lease. On March 1, 2013,2014. the rate of interest for a franchisee leasing equipment from Wirth Business Credit, Inc. for a 36 month term was 18.1%.

{TH7457.DOC } -19- Gen^ti^our^es^^^ This type atiows you to huythe ieased eqmpment^$i at the end of your iease Equipment Teased

We may designaieasing program tbr certain assets where the struetureofthe^ byus. Eaeh Eease wiii haveaterm of between 24 and 48 months. There wiii be monthly payments in an amount that wiii depend on the equipment ieased and the term of the Eease. Payment shaiibe made through the use of automatic payment deducted tromaeheeking or savings account. ^Ve may require an advance payment and/orasecurity deposit prior to the commencement ofthe Eease (Equipment Eease, Sections. We requireapersonaiguaranty fromyou and trom aiithesharehoiders of your corporationowning more than iO%ofthe ownership interests in the corporation, and we retain ownership of the equipment (Equipme Eease, Section 5). We may tiieatinancing statement to protect our interestinthe equipment. The Eease may not be canceiied or prepaid at any time (Equipment Eease, Section 6). tfyou do not makeapayment on time,we may do one or more of the toiiowing: (i) we may directiy debit your hank account and/or sue you tbr aii past due payments and other charges and aii payments dueinthe tuture to the end of the Eease term, pius our iegai and coiiection costs, and ifyour in detauit and/or do not meet your end of term obiigations,we may aiso directiy debit your account and/or sue for the "residuai" (end ofterm) equipment vaiue; (ii) cancei or of your rights,but not your obligations under the Eease; (iii) we may take possession of the Equipment; and/or we may exercise any remedy at iaw or equity (Equipment Eease, SectioniO). Winmark aiso hasaright to terminate your franchise if you are in detauit under your Equipment Eease (Eranchise Agreement, Section i5.A.)You waive your rights of notice ofacoiiec^ action and to assert any detenses to coiiection against Winmark (Equipment Eease, SectioniO). You aiso must submit to Minnesota jnrisdiction and venue (EquipmentEease,Sectioni4).

Winmark may seii, assign or discount to any thirdparty any iease, note orother instrument executed by its franchisees,which third parties may be immune under iaw to any detenses to payment you may have agamst us.

Winmark does not tinance any part of the tnitiai Eranchise Eee due under the Eranchise Agreement nor guarantyyourretaii iease.

Th^ United Stateo Smaii Eusinc^ Admimotration(tho "SEA") currentiy ofrbr^ a Eranchise Registry Program to aiiow for tho expedited processing of SBAioans^ of approved franchisors. Winmark ha^ compiied ^vith tho ciigibiii^ requirements ofthe SBA's Eranchise Registry Program and has boon approved for participation. Piay it Again Sports® franchisees who appiy for SBA ioans wiii receive tho bonefrtofaotreamiincd ioan pro^^^^ Eor more infbrmation regarding tho SBA'oEr^ ^v^v.franchis^re^io^ com^—You ohouid not, however, construe th^prosonco of tho Piay ft Again Sports® franchiso program on tho SBA's Eranchise Registry^ ao an endorsement hythe SBA,aguarantoo you ^viii bo approvod foruioan, or an indication of the success orprofrta^^ ofaPiayftAgain Sports® franchise

^^ooc^ -20 Item 11

FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING

Except as listed below, Winmark is not required to provide you with any assistance.

Pre-opening Assistance. Before you open your Store, Winmark will:

(1) Provide assistance in your evaluation of a site for the Store and leasing issues related to the Store site (Franchise Agreement - Section 7(A)).

(2) Provide you with specifications for the layout and design of the Store (Franchise Agreement - Section 7(B)).

(3) Provide you with a list of the standard fixtures, equipment, supplies, signs and initial inventory to be used in the Store (Franchise Agreement - Section 7(C)).

(4) Provide the mandatory training program described below (Franchise Agreement - Section 7(D)). Winmark need not provide training if you are an existing franchisee and are opening an additional store (Additional Store Addendum - Section 2).

(5) Assist you in developing a business plan for your Store (Franchise Agreement - Section 7(G)).

(6) Furnish you with a copy of the confidential Manuals. You must keep the Manuals confidential and retum them when the Franchise Agreement terminates (Franchise Agreement - Section 7(F)).

(7) Provide pre-opening assistance consisting of 1-2 days, approximately 3-5 weeks prior to your actual store opening. Winmark may provide additional nre-onening assistance at Winmark's discretion (Franchise Agreement - Section 7(E)).

(8) Provide Store opening assistance on the dayone to two days before and the day of the initial opening of your Store. Winmark is not liable for damages arising out of your failure to open your Store by a particular date (Franchise Agreement - Section 7(E)). Winmark need not provide this assistance if you are an existing franchisee and are opening an additional store (Additional Store Addendum - Section 2).

{TH7457.DOC ) -21- Ongomg Assistant Durmg^operation ofyour

0) Proviso field oousultauts who oouduot periodic equations of yo^ aud provide to you written reports to assistyou iu Store operations (Franehise Agreement Section 7(H^

(2) Provide, at your written request, advisory services reiating to Store operations (Franchise Agreement Section?^).

(3) Periodicaiiy make avaiiahie aii changes and additions to the Business System generaliy made avaiiahie to aii tranchisees (Franchise Agreement Section?^

(4) Periodically tumish you with updated and revised material tbr your confidential Manuals (Franchise Agreement^Section7(F^^

(5) Develop advertising and marketing materials (Franchise Agreement - Sections)

Marketing Programs. Winmark establishes and conducts various marketing programs as tbliows.

You must nav Winmark an annuala Markets m^llm^tsofS5tltl on ^anuarvland^lvlof each vear (See ltem6) Winmark will use all Marketing Fees toconduct advertising research andpuhlic relations campaigns,develop websites and other online media programs, develop marketing materials such as television, rad^ h^temet and print advertising production and promotional materials tbr use in each franchisee's local market, and implement advertising and marketing campaigns Winmark may contract with outside markefrng agencies and production companies to produce certain advertising, marketing andpromotionalmaterials. You may develop marketing and advertising materials tbr your own use, at your own cost, ifyou fr^llow ttie Brand Style Guidelines and your materials are tactually correct, accurately depict theTrademarks and communicate the brand position and character that WinmarkhasestablistiedtbrPlaylt Again Sports® Stores If you develop advertising or marketingmaterials, you must provideacopy of the materials toWinmark tbr our review and approval (inwriting) betore you use theadvertising or marketing materials. If you desire to advertise or market on the Intemet, you must tbllowWinmark'slntemet Code of Conduct and the Brand Style Guidelines.

Whendeveloping the marketing strategy and allocating the use ofMarketing Fees, Winmark may consult with its Play It Again Sports® Franchisee Advisor Council ("FAG"). Franchisees in each geographical region of the United States and Ca^da (as defined ^^^^electrepresentativesto serve as members of theFAC. A11FAC members must hein good standing and remain in good standing during their term. Fach member serves on theFAC fbraterm determinedhy Winmark. The FAC serves in an advisory capacity to, among other ol^ectives, provide advice on advertising, research and promotional activities to Winmark and its outside advertisingagencies. Winmarkhas the powerto form, change or dissolve theFAC. t^n7^7.no^^ -22- Each new PlaytiAgam Sports® fra^ Yonr Marketing Eoo ti^r tiie tirst yoar ofyonrEnstiiosswtil ho prora^ AgreemenL Other tranchisees paythe same amonnt or, tbr some tianchiseesnnder eartier versions ofttie EiaytiAgam Sports® EranctiiseAgre^^ Eee. ti^addition,Winmarkownednnits mnst aiso pay the Marketing Eee on ttie same basis as tranchisees. Winmark atiministers the nse ofMarketing Eees coiiected trom franchisees. Winmark does not prepareatmanciai statement as to the coiiection and nse of Marketing Eees. Winmark wiii, however^provide to yon (at yonr request) an acconnting of ttie most recentiy compieted frscaiyear. Winmarkdoesnotreceiveanadministrative tee to cover reiated saies promotion, marketing and administrative expenses.

OnringWinmark's^O^^O^tiscaiyear, Winmark spent i00% of theMarketing Eees Winmark coiiected on production ofadvertising and marketing programs as outiined above.

Winmark is not obligated to spend any amount ofthe Marketing Eee on advertising in the area or territory where you are iocated. Winmark wiii carry over tbr tuture use Marketing Eees not spent in any frscai year. Winmark does not use Marketing Eees tbr advertising principaiiy directed at the saie offranchises.

You aiso must participate in and contribute to the iocai advertising cooperative estabtistied inttieOesignated Market Area (DMA) wtiereyourStoreisiocated,iftheOMA contains^ormoreunaftiiiatedfranctiisees. ttem^describes the amount of your contribution to the iocai advertising cooperative. You witi not be obligated to contribute more than 5% ofthe Oross Saiestbryour Store to your local advertising cooperative.

Each localadvertisingcooperativemust adopt writtenadvertisingcooperativebylaws which tbllow the tbrmat Winmark has approved. Youmayrequestacopy ofthe bylaws ofthe cooperative (if one has been established) tbr your market area from the cooperative president or Winmark. Each cooperative mnst tbllow voting procedures that are consistent with the general operating rules Winmark has established. Ehe members ofthe local cooperative and ttieir elected officials are responsible tbr administering the local cooperative. Winmark strongly recommends that advertising cooperatives prepare annual frnanciai statements andmake those frnanciai statements available to all franchisees in that advertising cooperative. Winmark has the power to estabtistiadvertisingcooperativesandthebylaws,policiesandotherrulesunder whichthe advertising cooperatives will operate.

Winmarkreserves therightto establistian^AdvertisingEund." See Item 6 tbr the amounts you must contribute if Winmark establishes this Advertising Eund. Winmark would likely use the Advertising Eund to provide advertising and promotional materials and services to you as well as conduct advertising or promotional campaigns. Because ttie Advertising Eund has not yet been established,Winmark cannot determine with certainty the intended use of fi^ds in the Advertising Eund, although Winmark will not use advertising tunds to sell additional franctiises. Winmark will administer the Advertising Eund and will provide you with an annual unaudited statement of the receipts anddisbursements of the Advertising Eund. If Winmark establisties ttie Advertising Eund, Winmark will notbe obligated to spend any amount on advertising in ttie area or territory wtiere you are located. IfWinmark establisties the Advertising tm7^700^ -23- Fund, you will be required to pay an Advertising Fee of up to 2% of Gross Sales. (See Item 6.)

Other franchisees may pay a greater, lesser or no Advertising Fee. In additionr any future Winmark-owned units will also nav the Advertising Fee on the same hasis as franchisees. Tf Winmark establishes the Advertising Fund, Winmark will likely receive an administrative fee to cover related sales promotion, marketing and administrative expenses.

Point-of-Sale Svstem. You must install a computerized point of sale system ("POS System") purchased through Winmark Corporation. This system is periodically modified in response to business operations, marketing conditions, and changes in technology. As of March 1, 2013,MIA the POS System includes the following minimum components:

One dedicated Business Server with the minimum of two Desktop Computers ("register station") for use with your required software as described below. The number of register stations you need will depend on your proioctod sales volumobe determined hy Winmark based on the size and location of your Store and other operational requirements. The following are the major components of the required POS System:

Winmark configured Business Server Winmark configured Register station / Desktop computers Flat-Panel LCD Touch Screen Monitor (one required for each register station) Gigabit Ethernet Network Switch Firewall device (two required) Keyboard, Video, and Mouse Switchbox (one required) Uninterruptible Power Supply / Battery Backup (one required for the Business Server and each register station) Thermal Receipt Printer (one required for each register station) Thermal Label Printer (one required) Report Printer (one required) Check Printer (optional) Cash Drawer (one required for each register station) Barcode Scanner (one required for each register station) Pole Display Device (one required for each register station) Data Recycling System (DRS) Windows Server Operating System License Windows Workstation Operating Svstem License (one required for each register station) peAnvwhoro Remote Software Ghost Solution Suitolmaging Software Antivirus Corporato EditionSoftware Database Software

Another required component to the POS System, which must be obtained from a local intemet service provider (ISP), is a broadband intemet connection:

• DSL, Cable or other Dedicated high-speed intemet connection

{TH7457.DOC } -24- D Aseparate phone/data connections ^ Microsoft Intemet Explorer (Intemet Browser) ^ E mail Address

EtieinitialcostofpnrctiasingttiePOS System ftom Winmarkcnrrently ranges ftom $L4^^^to$^^12^(seeItem7) Wi^ Credit, Inc. may lease yon ttie POS System (see Item 10). If leasing ttirongtiWirtti Business Credit, Inc., yon will be mal^gmonttilypayments overtime (typically 36 monttis)

EtieORS softwareis ownedby Winmark. Yon mnst obtainalicense tbr it ftom Winmark. Winmark will provide to yon ongoing maintenance, repairs and updates to ttie ORS software(SoftwareAgreement, Section 1(E)). Winmark charges ftancltiseesaORSMaint^ Eee of $^^2^^upgrades to ttie antivims and data base engine software ttiat supports ttie ORS software Ttiis fee will be due upon ttie purctiase ofyour ECS System, and uponrenewal of yourEranctiiseAgreement(seeItem6).

Ttiere are currently no annualcosts tbr anyoptionalor required maintenance update, upgrading or support contracts. Winmark reserves ttie rigtit, however, to ctiargeareasonable tee tbrany ongoing maintenance and repairs, upgrades and support servicesreiating to ORS, including ttietiardwareandsoftware components of the entireECS System. There areno contractuallimitationsonttieftequencyandcostof this requirement (Software Agreement Section 1(E) and Eranchise Agreement, Section8(E)) Technology is constantly changing. Winmark may require you to update your ECS System every^years or more often depending on changesintechnology and Winmark'scurrent standards. Winmark cannot estimate the annual costsof anyoptionalor requiredmaintenance and supportcontractsbecause Winmark tias, tlu^ougti the date ofthis disclosure document, provided these services at no costto ftanchisees.

Winmark, orathirdparty vendor that Winmark selects,will provide you with ORS and the rest of the ECS System components.Winmark currently has independent access to certain operational and tinancial intbrmation and data produced by your ECS System. There are no contractual limitations on Winmark's right to access the infbrmation and data (Erancbise Agreement, Section 8(E)).

Site Selection. Ifyou already tiaveapotential site foraElay It Again Sports® Store, you may propose the location to Winmark. Wemay consent to the site after we have independently evaluated it. If you do not haveaproposedsite,Wirm^ark will turnish you with its general site selection andevaluationcriteria. Winmark wlllrevlewand approve the area wherea franchisee mav seleetaslte and wll^ solelyresponsihle, however, tbrlocatingandobtainingasite In the approved area which rne^ts Winmark'sstandards and that is acceptable to Winmark. Winmark does not own or lease and snhlease the Store loea^on to its franchisees Yon wdl deal directly with vonr l andlord whenleasingthenremisesforvonrPiayftAgainSoorts®store

Youmust obtain Winmark'sconsentto the proposed site foryour Store. The general site selectioncriteriaonwhich Winmarkhasesitsapprovaland^hlch^^^^^^ tm^^oo^^ mclude ^afficp^m^ ease ^ the^eilti^reputatieuoftheshe^^ surveysandbuyer behavior iufcm^atiou,sizeaudreutalce^^ Wiumark'sreviewefastie forthe Store does uot repreoeut^ thesuoeeosofthesitetvmeallvw^approveasltewlthm48ho^ approval requestfrom Its vourproposed developmept area priorto exeeutlpgthe Franehise AgreemenL and von eannot agree onaslte for vour Store.Wlnmark mav allow von to consider sites within another development area In ornearvour Exclusive Area

DevelopmeutTlme Fhe typical length of time hetweeuWlumark'saeeeptauee of the Franchise Agreement aud the openingof your husmess varies trom6to9mouths. Once the Franchise Agreement is executedhy its terms you will have up to^months to open your Stored The factorsthatmavaffect the store opening process mav Include nermlttlngdelavs. constmction and hudd out delays, sign, equipment and Inventory acoulsltlon. lease negotiations and financing or staffing Issues. You will helndefault of vour Franchise Agreementifvou fail to open yourStorewithinthe^month period

Training. Winmark conducts its^part training program at Winmark'straining center in Minneapolis. The training nrogram is typically offered IQ^times per vear. Thefirst sessionofthetrainingprogram,NewFranchiseeOrientationTraimng(NFOT^coversseve aspects of management and operation ofaprivatelyowned retail husiness, mcluding real estate matters, husmess plan development, product knowledge, buying used products, Winmark's preferred vendor program and other topics Winmark may select. The first session will take place overaperiodof^days At NFOT, you will be required to participate in an online financial management course conducted by Winmark'sthird party vendor. This course will educate you on how to understand your financial statements and utilize the infbrmation to build your business. The second session ofthe Flay It Again Sports® training program, Concept Training, is conducted overaperiod of at least^days and will include instruction on sales and marketing, buying new products,the used product bnying philosophy and procedure,computer operation, store management, inventory management and other topics Winmark may select. Winmark will not allow you to open yonr Store unless you successfully complete both sessions of the training program, ff youare anexisting Winmarkfranchiseeandareopeninganadditional store, Winmarkmayrequire you to attend Winmark'straining program.

^rn^7LX^ -26- TRAINING PROGRAM

First Session (New Franchisee Orientation Training)

Hours of Hours of "Hands- Classroom On" Subject Training Traming Location Developing a Business Plan 01 Minneapolis, MN Locating a Store Site 4^2 0 Minneapolis, MN Banking and& Financing ^2 0 Minneapolis, MN Guidelines Extranet 0 4^1 Minneapolis, MN Introduction to Used Product 2.5 0 Minneapolis, MN Product Knowledge 065 m Minneapolis, MN Extemal Buying ^2 0 Minneapolis, MN Service Vendor Overview H 0 Minneapolis, MN Employment Law 3 0 Minneapolis, MN Store Opening Process/New 3 0 Minneapolis, MN Store Development Bookkeeping and& 2.5 0 Minneapolis, MN Accounting

Marketing 2 L5 Minneapolis, MN TOTALS 32^22^ U§£

Second Session (Concept Training)

Hours of Hours of "Hands Classroom On" Subject Training Training Location Used Buyer Certification 1 Minneapolis, MN Program

Sales Trainine/Custnmer 1 .5 Minneapolis, MN Scmce Merchandising 1 0 Minneapolis, MN Computer Training 0 S5 Minneapolis, MN Financial Management ^2 0 Minneapolis, MN Buying Group Functions/ 42 1 Minneapolis, MN Order Planning

Store Operations Training 1 Minneapolis, MN

{TH7457.DOC -27- Hours of Hours of "Hands Classroom On" Subject Training Training Location Category Analysis Planning 4T54.5 01 Minneapolis, MN (CAP) & WIAR Report Loss Prevention 4^2 0 Minneapolis, MN Marketing 42S ^1 Minneapolis, MN Staff Geataet oi Minneapolis, MN TimMa navment

01 -k8L5 RxperiencePlflnninp alis, MN TOTALS 3624^ ±$&n

The instructional materials for each subject includes the Play It Again Sports® Operations Manual, Scorebook, various marketing guides, the electronic DRS User's Guide and Guide to DRS Reports, "Select Category" product buying guides, various educational videos, lecture, classroom discussion, hands-on demonstration and group participation exercises.

Angie Benson, Director of Training for the Retail Brands, along with Bob Moran, Training Manager, are responsible for the training program. Ms. Benson joined Winmark in the spring of 2005 and served as a Field Operations Manager for Plato's Closet® before taking the position of Store Development and Training Manager in December of 2006. She was promoted to Director of Training for the Retail Brands in March 2009, in which she oversees training for all retail brands. Mr. Moran joined Winmark in January 2008 and served as a Field Operations Manager. He became Training Manager in February of 2013. Other Winmark employees may also participate in providing and conducting aspects of the training program.

We also help to coordinate a mentorship of new owners with current operators in their geographic region. This mentorship provides added practical experience prior to opening as well as an additional resource after the Store has opened. The training department mentor Store and new franchiseewor k together to determine the training necessary in the mentor Store. Winmark strongly recommends that a new franchisee spend 3-5 days working in a mentor store.

As a new Store owner, you will be provided with periodic training visits during your first year of operation. These visits may include a pre-opening visit, opening week visit and post- opening training visits. The purpose of each visit is determined during regular communication and agreed upon by the owner and the Training Manager. These visits are used to more quickly increase each store's operating proficiency and ensure adherence to the owner's business plan.

Winmark does not charge a fee for the training program. You are, however, responsible for travel and living expenses that you and your representatives (if any) incur while attending the training program and the cost for participating in the online financial management course. See Item 7 for additional information on those expenses. Winmark provides additional training programs when we consider it beneficial to a significant number of franchisees. Winmark

{TH7457.DOC } -28- currently recommends, but does not require, that franchisees attend these additional training programs. Winmark currently does not charge a fee for additional training programs, although we may do so in the future.

Operations Manual. Winmark will provide you with a copy of its confidential Play It Again Sports® Operations Manual. The Operations Manual is subject to periodic updates and changes and the number of pages per section may vary. The current Operations Manual, as of March 1, 30^201^ is divided into the following subjects:

Subject Number of Pages Introduction 9 Store Operations 35 Inventory Management 32 Employee Management 14 Advertising & Marketing 15 TOTAL 105

Winmark will also provide you with access to the electronic DRS User's Guide and Guide to DRS Reports. The current DRS User's Guide, as of March 1, 301&2014, is divided into the following subjects:

Subiect Number of Pages Overview 25 Miscellaneous 4 Registers 98 Maintenance 93 Reports 65 Order/Receiving 38 Closing 17 Configuration 26 Help 6 Accounting Export Interface 71 Release Notes 52 Glossary 4 Index 13 TOTAL 512

The Guide to DRS Reports, as of March 1, 20^2014, is divided into the following subjects:

{TH7457.DOC } -29- Su^t NumherofPages Overview 7 Inventory Reports 44 Saies Reports 28 Miso.Reports i6 Ord/Ree Reports iO CyeieConnt Menu Reports 20 Ciosing Reports 33 TOTAL i58

Piay It Again Sports® Extranet and Training Extranet provideaioeation tbr support items covering aii aspects of tbe Eiay It Again Sports® business. Content is continuousiyupdatedtomeettbe changing business environment.

Item 12

TERRITORY

You v^il receive an"ExciusiveTerritory"surrounding thelocation of tbeStorewben grantedaEiayltAgain Sports® tranehise. ExhibitAtothe Eranchise Agreement describes the Exciusive Territory. Computer modeled mapping which tactors inpopuiation density and average househoid income, and consumer traffic partems wiii determine the boundaries of the ExciusiveTerritory,which is typicaiiya3to5miie radius around yonr Store. Winmark wiii designateadeveiopment area within your ExciusiveTerritory. Youcanseiectasite tbr your Store within this deveiopment area, subject toWinmark'sconsent to that site. TheExciusive Territory tbr Storesiocatedinurban areas (metropoiitan areas withapopuiation in excess of 250,000 persons)generaiiy wiii haveaminimum population of75,000 to 100,000 per^^ The Exciusive Territory tbr Stores iocated in aii other areas generaliy wiii have a minimum population of 50,000 persons. Winmark wiii not estabiish another tranchised or company owned Eiay It Again Sports® Store ataphysicai ioeation in your ExciusiveTerritory. Winmarkmay (and currently does) distribute products using the "Trademarks" (defined in Item 13 beiow) t^ Eiay It Again Sports® tranchisees throughWinmark'sbuying group. AithoughWinmarkdoes not doso as of the issuance date of this disciosure document, Winmark reserves the right to distrihuteproducts throughthe Intemet (or any other existingor tuture tbrmof eiectronic con^erce)usingttieTrademarks inside or outside of the ExciusiveTerritory as iong as these activities are not soieiy tbrWinmark's benefit but provide some benefit (as described in the Eranchise Agreement) to Eiay It Again Sports® tranchisees. Winmark aiso reserves the right to distrihute products through aitemative channels of distribution or estabiish tranchised or companyownedbusinesses seiiing simiiar products or services underatrademark different tr^ the Trademarks inside or outside of the Exciusive Territory.

You do not need to achieveacertain saies voiume or market penetration to retain the ExciusiveTerritory under theEranchise Agreement. You may reiocate theStore oniy with Winmark'swrittenconsent, which Winmark wiii not unreasonabiy withhold. Winmark wiii approve relocation withinthe Oeveiopment Areaif theretail areademographicsmeetour

^rn^oo^ -30 requirements and the financial model continues to work in the new location. In addition to the criteria listed above, Winmark will approve relocation outside the Development Area but inside the Exclusive Territory if we determine that the new location's proximity to other Play It Again Sports® stores will not impact their store sales or customer base. Winmark will only allow a relocation outside ofthe Exclusive Territory if there are no viable locations within the Exclusive Territory and the new location is a reasonable distance from the existing Exclusive Territory so not to affect the existing customer base or interfere with the Exclusive Territory or sales of other franchisees.

You may advertise outside your Exclusive Territory and may serve customers from outside your Exclusive Territory. You may not use aitemative channels ofdistribution, including the Intemet, catalog sales, telemarketing or other direct marketing methods to make sales inside or outside your Exclusive Territory unless specifically authorized by Winmark. Likewise, Winmark and other Play It Again Sports® franchisees may advertise within your Exclusive Territory and may serve customers who reside within your Exclusive Territory without compensation to you.

Winmark will not grant to you any options, rights of first refusal or similar rights to acquire additional franchiseswithi n a particular territory. Except as disclosed in this ftem 12 or as specifically allowed in the Franchise Agreement, Winmark cannot alter your territory rights.

Except as described in this Item 12, you will not receive an exclusive territory. You may face competition from other franchisees or from other channels of distribution or competitive brands that we control.

Item 13

TRADEMARKS

Winmark grants you the right to operate a Store under the name Play It Again Sports®, a federally registered trademark. You must also use other trademarks, service marks, trade names and commercial symbols (collectively, "Trademarks") which Winmark develops or requires to identify your Store and its goods and services.

The following schedule lists only the principal Trademarks that Winmark licenses you to use:

Principal/ Trademark, Service Supplemental Date of Mark or Design U.S. Reg. No. Register Registration Comment PLAY IT AGAIN SPORTS 1,562,785 Principal 10/24/89 Section 8/15 Affidavit filed; Renewed PLAY IT AGAIN SPORTS and 1,738,778 Principal 12/08/92 Section 8/15 design Affidavit filed; Renewed

{TH7457.DOC } -31 - Principal/ Trademark, Service Supplemental Date of Mark or Design U S. Reg. No. Register Registration Comment SPORTS EQUIPMENT THAT'S 1,874,326 Principal 1/17/95 Section 8/15 USED BUT NOT USED UP Affidavit filed; Renewed REUSE.RECYCLE.REPLAY. 3,913,486 Principal 2/01/11

PLAY TT AGAIN SPORTS Trademark Ann. PrinagaJ ApiL-Filed EVERYBODY PLAYS 86/137377 12/6/12 OFFICIAL SPONSOR OF All, Trademark Ann. Princinal ADD. Filed THOSE WHO PLAY 86/137378 12/6/13 EVFRYRODY PLAYS PLAV Trademark Ann. Principal App. Filed IT AGAIN SPORTS 86/204T901 2/26/14

Your use ofthe Trademarks and any goodwill is to Winmark's exclusive benefit and you retain no rights in the Trademarks. You retain no rights in the Trademarks when the Franchise Agreement expires or terminates. You may make changes or substitutions to the use of the Trademarks only if Winmark directs you to do so.

There are no currently effective determinations of the Patent and Trademark Office, the Trademark Trial and Appeal Board, the trademark administrator of any state or any court, or any pending infringement, opposition or cancellation proceeding, or any pending material litigation, involving any Trademarks that are relevant to Play ft Again Sports® operations in this state. There are currently no agreements in effect that significantly limit Winmark's rights to use or license the use of any Trademarks listed in this Item 13 in any manner material to the franchise. Winmark is unaware of any superior rights or infringing uses which could materially affect your use of the Trademarks.

Winmark is not required to protect you against infringement or unfair competition claims arismg out of your use of the Trademarks, or to participate in your defense or indemnify you. Winmark reserves the right to control any trademark litigation and will take the action Winmark believes appropriate if a third party infringes Winmark's Trademarks. You must notify Winmark promptly if you become aware of any infringement or unauthorized use of the Trademarks and cooperate with any action that Winmark takes. Winmark will pav the cost and expense of all litigation Winmark incurs, including attorneys' fees, specifically related to the Trademarks. However. Winmark is not required to take affirmative action when notified ofthese uses nr claims. If any party claims that its rights to use any of the Trademarks are superior and Winmark confirms that claim, you must, at your expense, immediately make the changes and use the substitutions to the Trademarks as Winmark requires.

{TH7457.DOC} -32- from 14

PATENT COPYRIGM

There^no patent or copyright c theP^ytiAgam Sports® frano^oofrbro^^houghWin^ fbr oaohof its Eiay ti Again Sports® Mannaisandfbrvarionssaiospromotionandottior matoriaisporiodioaiiypntiiistiedoriooatodonitswotistie Yon mnst koep oontidentiai dnring and atior ttio torm of ttio Franotiiso Agroomont aii intbrmation oontained in ttie M as any ottier intbrmation ttiat Winmark may designate as eontidentiak Ttie additionai oontidentiai infbrmation ineindes certain inventory pricing and management infbrmation, snppiier iists and various marketing strategies. Yon cannot dnpiicate or provide any infbrmation contained in ttie Manuais to any party ottier ttian, dnring ttie term ofttie Francitise A ttiose of your empioyees wtio need to know ttiat infbrmatiom Wtien ttie Trancbise Agreement terminates, youmust retumto Winmarkaii copies of eactiMannai andaii ottier material Winmarktiascopyrigtitedormarked as contidentiai

Ttie Proptietary Software is ttie proprietary property ofWinmark (Seeftemii) You must keep confidentiai during and after ttie term of ttie Software License Agreement aii infbrmation reiating to ttie Proprietary Software You cannot duplicate ttie Proprietary Software, aittiougti you can maintain one extra copy fbr backup putposes. Wtien ttie Software License Agreement terminates, you must retum aii copies of ttie Proprietary Software toWinmark or destroy aii copies ofProprietary Software.

Winmark does not contract witti individuai ftanctiisees to protect ttie copyrigtits, to protect individuai ftanctiisees against infringement ftanctiisee'suse of ttie copyrigtits, or to participate in ttie ftanctiisee'sdefense or indemnify ftanctiisee. Winmark reserves ttie rigtit to controi any copyrigtit iitigation and wiii be ttie soie judge as towtiettier any suit wiiibebrougtit or settied wtien any person or entity infringes Winmark'scopyrigtits.

tiemi5

08LfGATf0NT0PARTfCfPATLfNTf^ACTUAL0PLf^^ BUSfNLSS

ffyou are an individuai,you must personaiiy manage ttie ftanctiised business, ffyou operate more ttian one Store, you may delegate your management duties fbr additionai Stores to one or more managers. Winmark requires Store Managers fbr ftanctiiseesoperatin g multiple stores to attend ttie second session ofttie new store training program.

AlttiougtiWinmark does not protiibit you ftom being employed byacompany ottier ttian ttie Play ft Again Sports® business, your primary job responsibility must be ttie operation ofttie ftanctiised business. Ifyouareacorporate entity orapartnerstiip, one individual must retain at least 50% of ttie equity and voting interest in ttie corporation entity or partnerslu^ obligated to personally manage ttie ftanctiised business.

tm^t^no^ -33- Eachmdividu^whoownsalO^or aprincipalownerandatipm^ipalo^ artachedtotheFranchise AgreemenL These people agree tn discharge atiebtigatinnsef the tranehiseete Winmarknnderthe Eranchise Agreement andarehnnndhy aii itsprcvisicns, ineinding maintaining the cnntidentiaiity ofproprietary intbrm^^^^

tnaddition,thefranchisee,aiiEersonaiGnarantors andthe owners of any part of the franchise entity mnst ahide hythe noncompete covenants descrihed in itemii in addition, aii of yonr empioyees who have managerial duties at the Store, as weii as aii corporate otticers and directorsof acorporate franchisee entity (aiipartnersinapartnership), mnst signawritten agreement to maintain the confrdentiality ofWinmark'strade secrets descrihed inttemi4^

ttemi6

REST^CTtONSONW^TTHEERANCHtSEEMAYSE^^

Yon mnst ofrer and seii oniy those goods and services thatWinmark has approved (see ttems8and9^ Yon aiso mnst ofrer aii goods and services that Winmark designates as required tbr aii franchisees. Winmark may, at its discretion, add new goods and services, based on its evaiuation ofvarious tactors, inciuding customer demands, the geographic location ofyour Store and any other tactor which Winmark deems important to the operation ofyour Store. Winmark's right to modity the approved list of goods and services to be ottered ataElaytt Again Sports® Store is not limited.

You may otfer the saie of the approved goods and services from your Store location to anyperson. Youmay oniydeiivermerchandiseorofrerservicesatasite other than your Store location to customers residing in your ExciusiveTerritory or to iocations within your Excius^^^ Territory.

You may not sell or accept in trade frrearms, knives, baseball or other sports trading cards or any sporting goods that you believe may be stolen. You may use only approved advertising andpromotionalmaterials.

^7^700C^ -34- Item 17

RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION

THE FRANCHISE RELATIONSHIP

This table lists certain important provisions ofthe franchise and related agreements. You should read these provisions in the agreements attached to this disclosure document.

Section in Provision Agreement (1) Summary a. Length ofthe Section 2(A); Section 3 of Franchise Agreement: 10 years. franchise Software License Software License Agreement: Coterminous with Agreement Franchise Agreement. b. Renewal or extension Section 2(B) If you meet the renewal requirements set forth in the of the term Franchise Agreement, you can renew the Franchise Agreement for additional 10 year period(s). c. Requirements for you Section 2(B) Provide advance notice in writing, sign then current to renew or extend Franchise Agreement, pay renewal fee, remodel, meet all current brand standards, secure extension of lease and be in compliance with current Franchise Agreement during the term of the Agreement. You may be asked to sign a Franchise Agreement with materially different terms and conditions than your original Franchise Agreement. d. Termination by you Section 16(A) If you are complying with the Franchise Agreement, and Winmark fails to cure a material default within 30 days after Winmark's receipt of written notice. e. Termination by Not Applicable Winmark without cause f. Termination by Sections 15(A) and (B); Franchise Agreement: Winmark can terminate the Winmark with cause Section 3 of Software Franchise Agreement only if you default. License Agreement Software License Agreement: Winmark can terminate the Software License Agreement only if you default under the Software License Agreement or if the Franchise Agreement terminates. g- "Cause" defined- Sections 15(A) and (B) You have 30 days to cure a violation of any material curable defaults provision ofthe Franchise Agreement, non-payment of amounts owed to Winmark or any applicable local advertising cooperative, failure to abide by Winmark's standards and requirements in operating the Store, an assignment of assets to creditors and the expiration or termination of the Store's lease.

{TH7457.DOC} -35- Section in Provision Agreement (1) Summary h. "Cause" defined- Sections 15(A) and (B); Franchise Agreement: Failure to open the Store non-curable defaults Section 3 of Software within 9 months after you sign the Franchise License Agreement Agreement, insolvency, conviction of felony or violation of a statute which harms the Store's reputation, the abandonment of the Store, intentionally falsify any information provided to Winmark, repeated defaults even if cured, repeatedly deceives Store customers, defaults which impair the goodwill associated with Winmark's trademarks—and* uncured defaults in any other agreement with Winmark, our subsidiaries or

customers and/or emnlovees and failure to fullv coonerate and timelv comnlete audit Software License Agreement: If the Franchise Agreement terminates, you breach any term of the Software License Agreement or you become insolvent. i. Your obligations on Section 17; Section 3 of Franchise Agreement: Pay all amounts due termination/non­ Software License Winmark, retum manuals and other materials to renewal Agreement Winmark, disconnect the telephone number or assign it to Winmark, redecorate the Store premises, return or destroy all copies of the Proprietary Software, disconnect any Store-related Intemet web site, and remove all signs containing any Trademarks (also see r, below). Software License Agreement: All of your rights in the Proprietary Software terminate and you must retum all copies of the Proprietary Software to Winmark. j- Assignment of Section 14(A); Section Assignee must fulfill Winmark's obligations under contract by Winmark 8(C) of Software License the agreement assigned. Agreement k. "Transfer" by you - Section 14(C); Section Franchise Agreement: Includes any transfer of the defined 8(C) of Software License Store, or its assets, your interest in the Franchise Agreement Agreement or any significant ("controlling interest") ownership change. Software License Agreement: You cannot transfer your interest in the Software License Agreement. 1. Winmark's approval Section 14(C) Winmark has the right to consent to all transfers of of transfer by you the Franchise Agreement but will not unreasonably withhold consent.

{TH7457.DOC } -36- Section in Provision Agreement (1) Summary m. Conditions for Section 14(C) New franchisee must qualify and complete training, Winmark's approval pay transfer fee, you must pay all amounts owed to of transfer Winmark and be in good standing, new franchisee assumes existing Agreement or (at Winmark's option) signs then-current agreement, and you agree to observe all post-termination obligations under Franchise Agreement (also see r, below). n. Winmark's right of Section 13 Winmark can match any offer for your business. first refusal to acquire your business

0. Winmark's option to Not Applicable, except as purchase your indicated in n, above business

P- Your death or Section 13(B) You can transfer stock to other shareholders without disability offering Winmark a right of first refusal; if assignee is your spouse or child, no transfer fee is required. q- Non-competition Section 18(A) No direct or indirect involvement in any sporting covenants during the goods business other than the one authorized in the term of the franchise Franchise Agreement. r. Non-competition Sections 18(B) and (C) No competing business for 2 years within 10 miles covenants after the of the Store or any other Play It Again Sports® franchise is Store. If the franchisee is in breach of this terminated or expires provision, the non-competition period will be extended for a period of time equal to the time the franchisee operated a competing business. s. Modification of the Sections 3(C), 8(N) and No modifications generally, but Manuals, list of agreement 20(A) and (B) authorized Trademarks and required goods subject to change. t. Integration/merger Section 20(G); Section 8 of Only the terms of the Franchise Agreement and clause Software License Software License Agreement are binding (subject to Agreement state law). Any other promises may not be enforceable. Nothing in the Franchise Agreement, Software License Agreement or any related document is intended to disclaim the representations made in this Franchise Disclosure Document. u. Dispute resolution by Section 19(A); Section 5 of Franchise Agreement: Except for certain claims, all arbitration or Software License disputes must be arbitrated in Minneapolis, mediation Agreement Minnesota (subject to state law). Software License Agreement: Winmark's liability for any claim related to any software or service provided will be limited to the lesser of Licensee's actual damage or loss or the initial fee paid for the software.

{TH7457.DOC > -37- Section in Provision Agreement (1) Summary v. Choice of forum Sections 18(D) and 19; Franchise Agreement: All disputes that are subject Section 8(A) of Software to arbitration must be arbitrated in Minneapolis, License Agreement Minnesota. Other claims may be decided by any court of competent jurisdiction (subject to state law). Software License Agreement: Any action related to the Software License Agreement may be brought in any court in Minneapolis, Minnesota. w. Choice oflaw Section 20(D); Section Franchise Agreement: Apply law of the state where 8(A) of Software License the Store is located (subject to state law). Agreement Software License Agreement: Apply Minnesota law (subject to state law).

(1) Unless otherwise noted, section references are to the Franchise Agreement.

Item 18

PUBLIC FIGURES

Winmark currently does not use any public figure to promote its franchise, although Winmark reserves the right to engage a public figure for endorsements in the future. No public figure is involved in the management or control of Winmark.

Item 19

FINANCIAL PERFORMANCE REPRESENTATIONS

The FTC's Franchise Rule permits a franchisort o provide information about the actual or potential financial performance of its franchised and/or franchisor-owned outlets, if there is a reasonable basis for the information, and if the information is included in the disclosure document. Financial performance information that differs from that included in Item 19 may be given only if: (1) a franchisor provides the actual records of an existing outlet you are considering buying; or (2) a franchisor supplements the information provided in this Item 19, for example, by providing information about possible performance at a particular location or under particular circumstances.

{TH7457.DOC -38- The following is a financial performance representation entitled "Unaudited Statement of Average Annual Sales and Gross Profit." The gross profit figures do reflect the cost ofsales but do not reflect the operating expenses that must be deducted from the gross profit figures to obtain your net income or profit. The best source of cost and expenses data may be from franchisees and former franchisees, some of whom may be listed in Exhibit A.

PLAY IT AGAIN SPORTS® UNAUDITED STATEMENT OF AVERAGE ANNUAL SALES AND GROSS PROFIT

The following statement of average annual sales and gross profits includes average gross sales and gross profits during the 12 month period ended December 29. 201228. 2013 (Winmark's fiscal year) as reported by franchised Play It Again Sports® Stores that commenced operations during the years 1988 through 201^2012. This statement includes infonnation from only those Play It Again Sports® Stores that had been in operation for the 12 month period ended December 29. 2012.28. 2013 No other Play ft Again Sports® Stores are included in this statement due to insufficient history of operations (not in operation for the 12 month period ended December 29; 201228, 2013). The financial statements for these stores are unaudited and Winmark does not express an opinion regarding these statements. There were 303290 franchised Play It Again Sports® Stores which had been in operation at least one year as of December 29, 2012. Only 306 oftho 30728.2013. All 290 Stores are reflected in the average, however, because Winmark did not have complete information on one store. This financial performance representation does not mclude information for the #10 Play It Again Sports® Stores that opened or transferred in 20±^2Gli

Statement of average gross sales and gross profits of 306 of the 307290 franchised Play ft Again Sports® Stores for the fiscal year ended December 29. 201228.2013:

Percentage Percentage of Stores of Stores Stores Stores Year # Stores Attaining Attaining 3013201 20132013 Average Attaining or Attaining or 3 Average Gross Profit Opened Reported or or Sales Exceeding Exceeding Gross Exceeding Exceeding Average Percentage^ (6) Average Average Rflnge Average Average Gross Profit^ Gross Sales Gross Profit Gross Gross SalcsO SaW" Profit^ 2012 13% 28% 662,664 238025 51.03% 4not««- 941^64 2011 un 2325% 3^25% 6013666 289,10833 4&084&66 254,02123 78,264 0,037 2,748- 1,224,445 1361.800

2010 481% 4318% #18% 537,2295 264,40922 49^35L53 312,9252a 29376 1,058,711 1,016,673 2009 14 43 3921% 42 2921% 549,1795 279,04827 m#5QJ2 194,55413 47,894 2822 % 6,172- 861,81321 M%

{TH7457.DOC -39- 2008 14 $4 #29% 36% 715,3582 366,42535 &L325(L32 267,87320 14,™ 9,642 % 6.160- 1,066,178 1,161,030 2007^ 33225 290 3340% m 3644% 679,1028 329,96040 282,62312 Prior 03,371 % XQ66- 2J63 1,295,091 3.414.162 2006 & 235 94 43% 9? 43% 772,371 386,265 180,306 Prior 3,222,330 TOTAL 430115 3940% 365,10838 306290 446104 3336% mmi % 61,638

(1) This figure represents Stores Attaining or Exceeding Average Gross Sales as a percentage of Number of Stores Reported. This percentage is calculated based on the Total Store Average Gross Sales ofthe 306290 Stores reported r$m^3761.638\

(2) This figure represents Stores Attaining or Exceeding Average Gross Profit as a percentage of Number of Stores Reported. This percentage is calculated based on the Total Store Average Gross Profit of the 306220 Stores reported f $365408382.2411

(3) "Gross Sales" means all revenues the franchisee receives from the sale of goods and services, whether by cash or by check, credit card or trade, in connection with the Store, less sales tax and customer refunds and returns.

(4) The Average Gross Profit equals Gross Sales less Cost of Goods Sold. Average Gross Profit does not reflect any expenses related to the operation of a Play It Again Sports® Store other than the Cost of Goods Sold.

(5) This figure represents Average Gross Profit as a percentage of Average Gross Sales.

(6) As reported by Play It Again Sports® franchisees to Winmark.

The Statement of Sales Ranges for 306 of the 307290 franchisedPla y It Again Sports® Stores open at December 29. 201228. 2013 that had been in operation for at least 12 months by quartile for the 12 month period ended December 29, 20122&_2013 are as follows:

Quartilew1 20132013 Gross Sales Range 30432M2 2W32013 Average Gross # of Stores Average Gross Average Gross Profit % Sales Profit 874.046941.564- 1.271.6781331. 646^6650,365 4&494M5% 3622 3,222,3303.414,162 469 •HT 643.719661.776- 74W7771.265 380,511394^45 ^045103% 3622 &5T4439313S2 178,276477,448- 4^349576,677 ^367292.938 $&MSQM% rm 641,759659^92 180,306126072- 364^225,022 184,504195052 $±Q$52M% Tm 176,590476,922

{TH7457.DOC } -40- (1) "Quartile" refers to that portion of the total number of Stores open that represents 25%. For example, the first quartile identifies those Stores that were in the top 25% of all Stores in Gross Sales.

These results relate to specific Play It Again Sports® Stores located in the United States and Canada. Your individual results will likely differ from these results.

Winmark has written substantiation in our possession to support the information in this Item 19, and will make the written substantiation available to prospective franchisees upon reasonable request.

Other than the preceding financial performance representation, we do not make any representations about a franchisee's future financial performance or the past fmancial performance of company-owned or franchisedoutlets . We also do not authorize our employees or representatives to make any such representations either orally or in writing. If you are purchasing an existing outlet, however, we may provide you with the actual records ofthat outlet. Ifyou receive any other fmancial performance information or projections ofyour future income, you should report it to the franchisor's management by contacting Steven Murphy, President of Franchising at Winmark Corporation, 605 Highway 169 N, Suite 400, Minneapolis, MN 55441, 763/520-8500, the Federal Trade Commission, and the appropriate state regulatory agencies.

Item 20

OUTLETS AND FRANCHISEE INFORMATION

TABLE NUMBER 1 Systemwide Store Summary^ For Years 20102011 to 20122013

Store Type Year Stores at the Start of Stores at the End of Net Change the Year the Year^ Franchised 344228 338225 2044 338 335 -3 2012 325 315 -10 2012 215 200 05 Company-Owned 20402011 0 0 0 2044 0 0 0 2012 0 0 0 2012 2 0 0 Total Stores 30402011 344228 338225 433 3044- 33* 335 -3 2012 325 315 -10 2012 215 200 =15

{TH7457.DOC } -41 - (1) The numbers do not include information for any other franchise programs offered by Winmark as described in Item 1. Store information for each of these franchise programs is disclosed in a separate disclosure document.

(2) The numbers are as of Winmark's fiscal year end for each of the last 3 years December 25. 2010. 31. 2011. December 31. 201129. 2012 and December 2% 301328. 2013V

TABLE NUMBER 2 Transfers of Stores From Franchisees to New Owners (Other than Winmark) For Years 20102011 to 20122012

State Year Number of Transfers Alabama 3040 4- 30U 0 3043 0 Arizona 3010 2 3044- 0 3013 0 California 20102011 31 3044- 4- 2012 0 2013 0 Colorado 30402011 40 3044 0 2012 3 30402012 30 Florida 2011 0 2012 0 2012 1 Georgia 2011 o 2012 0 2012 1 Iowa 2011 0 2012 0 2012 1 Montana 30402011 1 3044- 4 2012 0 2012 0

{TH7457.DOC -42- State Year Number of Transfers Nebraska 20402011 0 2044 2012 2013 North Carolina 20402011 02 2044 2012 im a North Dakota 20402011 01 2044 2012 2011 Texas 20402011 40 2044 2012 Virginia 3040 3044 3043 Wisconsin 3040 3044 30432013 01 Canada 30402011 01 3044 2013 2013 TOTAL 30402011 436 3044 2012 2013

{TH7457.DOC } -43 - TABLE NUMBER 3 Status ofFranchised Stores01 For Years 20102011 to 20122013

State Year Stores at Stores Termina­ Non- Reacquired Ceased Stores at the Start Opened tions Renewals by Operations/ the End of ofthe Franchisor Other the Year(2) Year Reasons Alabama 24^2011 4 01 % 0 0 0 4 30442012 4 Ifl 40 0 0 0 4 30432013 4 0 0 0 0 0 4 Alaska 30402011 4 oi 0 0 0 0 45 3044-2012 45 40 0 0 0 0 5 30432013 5 0 0 0 0 0 5 Arizona 30402011 9 0 01 0 0 0 98 30442012 98 0 1 0 0 0 &% 30432013 *z 0 40 0 0 0 7 Arkansas 30402011 3 0 0 0 0 0 3 30442012 3 0 0 0 0 0 3 30432013 3 0 01 0 0 0 32 California 30402011 3329 0 41 0 0 0 3928 3044- 39 0 4 0 6 0 3* 2012 28 1 2 1 0 0 26 2013 26 0 1 fi fi y 25 Colorado 30402011 9 0 0 0 0 0 9 3044-2012 9 0 0 0 0 0 9 30432013 9 0 0 61 0 0 98 Connecticut 30402011 32 0 40 0 0 0 2 30442012 2 0 0 0 0 0 2 30432013 2 0 0 0 0 0 2 Delaware 30402011 1 0 0 0 0 0 1 30442012 1 0 0 0 0 0 1 30432015 1 0 01 0 0 0 40 Florida 30402011 33 0 01 0 0 0 3322 30412012 3332 0 40 0 0 0 32 30432013 32 01 03 0 0 0 3320 Georgia 30402011 402 0 1 0 0 0 98 30442012 98 0 40 0 0 0 8 30432013 8 0 0 0 0 0 8 Idaho 30402011 42 4fl 0 0 0 0 3 3044-2012 2 0 0 0 0 0 3 30432012 2 0 0 0 0 0 2

{TH7457.DOC } -44- State Year Stores at Stores Termina­ Non- Reacquired Ceased Stores at the Start Opened tions Renewals by Operations/ the End of ofthe Franchisor Other the Year® Year Reasons Illinois moiMi 15 0 01 0 0 0 4514 30442012 +514 0 40 0 0 0 14 30432012 14 0 01 0 0 0 4412 Indiana 30402011 3 Oi 0 0 0 0 36 30442012 36 30 0 0 0 0 6 30432012 6 0 0 0 0 0 6 Iowa 30402011 3 0 0 0 0 0 3 20442012 3 0 0 0 0 0 3 30432012 3 0 0 0 0 0 3 Kansas 30402011 32 0 40 0 0 0 2 30442012 2 0 0 0 0 0 2 30432012 2 0 0 0 0 0 2 Kentucky 30402011 4 0 0 0 0 0 4 20442012 4 0 0 0 0 0 4 30432012 4 0 0 0 0 0 4 MaiaeLouisiana 30442011 40 0 0 0 0 0 # 30442012 40 0 0 0 0 0 40 30432012 40 1 40 0 0 0 41

£ 30402011 4 0 0 0 0 0 4 30442012 4 01 oi 0 0 0 4 30432012 4 0 40 0 0 0 H

Maryland 30402011 M 40 0 0 0 0 64 30442012 64 40 01 0 0 0 ?3 30432012 ?2 01 0 0 0 0 74

chusetts 30402011 446 61 40 0 0 0 432 30442012 432 40 0 0 0 0 442 30432012 44% 0 01 0 0 0 446 MinnesotaMidli gan 30402011 m 01 0 0 0 0 514 30442012 514 0 0 0 0 0 514 30432012 514 0 01 0 0 0 513 MississippiMin nesota 30402011 25 0 0 0 0 0 25 30442012 35 0 0 0 0 0 35 30432012 25 0 0 0 0 0 25

{TH7457.DOC } -45- State Year Stores at Stores Termina­ Non- Reacquired Ceased Stores at the Start Opened tions Renewals by Operations/ the End of ofthe Franchisor Other the Year{2) Year Reasons

ippi 30402011 52 0 0 0 0 0 52 30442012 52 0 0 0 0 0 52 30432012 52 0 0 0 0 0 52 MontonaMissnu a 30402011 35 0 0 0 0 0 35 30442012 35 0 0 0 0 0 35 30432012 35 0 0 0 0 0 35 NcbroslaiMimla na 30402011 21 0 0 0 0 0 22 30442012 22 0 0 0 0 0 32 20432012 21 0 0 0 0 0 22 Nevft4ftNebrask a 30402011 +2 0 0 0 0 0 12 30442012 +2 0 0 0 0 0 12 30432012 12 0 0 0 0 0 12 New JeFst^Jtoada 30402011 31 0 40 0 0 0 31 20442012 31 0 0 0 0 0 31 30432012 21 0 0 0 0 0 31 New MeHceJerscy 30402011 2 0 0 0 0 0 2 30442012 2 0 0 0 0 0 2 30432012 2 0 0 0 0 0 2 New IVfexico 2011 2 fi fi fi a fl 2 2012 2 fi fi fi a fl 2 2012 2 fi fi fi 0 0 2 New York 20402011 402 0 4fi 0 0 0 9 3044 9 Q 0 0 0 0 9 2012 9 1 1 0 0 0 9 2012 £ fi 1 fi 2 Q 3 North Carolina 30402011 4412 0 1 0 0 0 4312 3044 43 0 4 0 0 0 43 2012 12 0 0 0 0 0 12 2012 12 fi fi fi a 12 North Dakota 20402011 1 0 0 0 0 0 1 2044 4 0 0 0 0 0 4 2043 4 0 0 0 0 0 4

{TH7457.DOC } -46- State Year Stores at Stores Termina­ Non- Reacquired Ceased Stores at the Start Opened tions Renewals by Operations/ the End of ofthe Franchisor Other the Year® Year Reasons QfajQ 3040 34- 0 30 30442012 301 40 491 30432012 491 40 4*1 OklohomnQJiifl 30402011 420 30 01 30442012 319 01 31m& 30432013 31S IIS OregeBOkJahQ ma 20#2itU 52 40 42 3044-2012 42 42 30432012 42 4fl PcnnsvlvoniaOr 3^42011 H 54 304-1-2012 H 01 52 20422013 52 52 Smrtfe CarolinaEenflsy kaum 75 42 65 30^4-2012 65 44 30132013 South DakoteCarolina 30402011 36 01 35 30U2QU 35 01 34 30432011 34 34 South Dflkntfl 2011 2011 2QU Tennessee 2W420U 2m- 2012 2Q|Q # 2644 20432013 SI 21 Utafelexas 204021111 4£ 01 4fi 20412012 43 02 46 20432013 46 01 02 45 Vermont Utah 34462011 H 44 36442012 44 44 36432012 H 61 12

{TH7457.DOC} -47- State Year Stores at Stores Termina­ Non- Reacquired Ceased Stores at the Start Opened tions Renewals by Operations/ the End of ofthe Franchisor Other the Year® Year Reasons

t 30442011 HI 0 40 0 0 0 401 20112012 401 0 0 0 0 0 401 30422013 401 0 0 0 0 0 401 WnshingtonYk ginia 30442011 SIO 40 0 0 0 0 61fi 30412012 610 0 0 0 0 0 61fi 30432013 610 0 0 0 0 0 61fi West VifgWaWa&hin ston 30402011 46 0 0 0 0 0 46 34442012 46 0 0 0 0 0 46 30432013 46 0 0 0 0 0 46 Wisconsin West Virginia 30402011 &1 40 0 0 0 0 91 30442012 91 0 0 0 0 0 91 30432013 91 0 0 0 0 0 91 Wisconsin 2011 2 0 o 0 fi fi 2 2012 2 o 0 0 fi fi 2 2013 2 o 0 o fi fi 2 Canada 30402011 4022 1 41 0 0 0 37 3044 3? 4 4 0 0 0 H 2012 37 0 1 0 0 0 36 2013 26 I 2 1 fi fi 21 TOTAL 34442011 344228 ?& 2011 0 0 0 33*225 3044 338 * 44 0 G 0 325 3012 325 3 12 1 0 0 315 2013 215 6 12 2 fi fi 2fifi

(1) The numbers do not include information for any other franchise programs offered by Winmark as described in Item 1. Store information for each of these franchise programs is disclosed in a separate disclosure document.

(2) The numbers are as of Winmark's fiscal year end for each ofthe last 3 years (December 25.2010. 31. 2011. December 31.201129.2012 and December 29. 201228.20131

(3) Separately, Jim Van Buskirk, through one or more entities, operates 4412 non-franchised Play ft Again Sports® stores in Minnesota (HM), North Dakota (1), South Dakota (1) and Wisconsin (1).

{TH7457.DOC} -48- TABLE NUMBER 4 Status of Company-Owned Stores For Years 20102011 to 20122012

During the last 3 years, Winmark has had no company-owned Play It Again Sports® stores.

TABLE NUMBER 5 Projected Openings As of December 29.201228.2013

State Franchise Agreements Projected New Franchised Projected New Company- Signed But Store Not Stores in the Next Fiscal Owned Stores in the Opened Year GttwentNexl Fiscal Year FloridaMissouri 1 1 0 1 1 0 Mossochusetts 0 + 6 Texas 40 1 0 Wisconsin 1 1 8 Canada 31 2 0 TOTAL 54 6 0

A list of all Play It Again Sports® franchises is included in the disclosure document as Exhibit A.

Included in this disclosure document as Exhibit B is the name, city and state, and business telephone number of every franchisee who had a store transferred, terminated, not renewed or who otherwise voluntarily or involuntarily ceased to do business under the franchise agreement during the most recently completed fiscal year or who have not communicated with Winmark since January 15. 2013.within the 10-week period before the issuance date ofthis disclosure document

If you buy a Play It Again Sports® franchise, your contact information may be disclosed to other buyers when you leave the system.

In some instances, current and former franchiseessig n provisions restricting their ability to speak openly about their experiences with the Play It Again Sports® franchise system. You may wish to speak with current and former franchisees, but be aware that not all such franchisees will be able to communicate with you.

The Play It Again Sports® Franchisee Advisory Council is sponsored by us, but its members are nominated by franchisees. You can reach the organization at c/o Dottie Vonk, FAC Chairperson, 952 Troy-Schenectady Road, Latham, NY 12110, telephone - (518) 785-6587, email - piaslathamfa)vahoo.compiaslathanif5)vahoo.coni.

{TH7457.DOC -49- There are no trademark-specific franchise associations required to be disclosed in this Item.

Item 21

FINANCIAL STATEMENTS

The following audited consolidated financial statements of Winmark are included in this disclosure document as Exhibit C: the consolidated balance sheets of Winmark as of December 29. 201228. 2013 and December 31, 201122^2012 and the related consolidated statements of operations, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 29. 2012. 28. 2013, together with the Report of Independent

Registered Public Accounting Firm from Grant Thornton LLP dated March 11. 2013. 12T 2014, relating to the aforementioned consolidated financial statements.

Item 22

CONTRACTS

The Play It Again Sports® Franchise Agreement (including the Computer Software License Agreement, Personal Guaranty and Additional Store Addendum) is attached to this disclosure document as Exhibit D. The Play It Again Sports® Letter of Credit is attached to this disclosure document as Exhibit E. The Winmark Bank Draft Authorization is attached to this disclosure document as Exhibit F. The Equipment Lease is attached to this disclosure document as Exhibit H.

ftem 23

RECEfPTS

Attached as the last pages of this disclosure document are detachable Receipts.

{TH7457.DOC } -50- CAL^ORNIAADDENDUMTO PLAYITAGAIN SPORTS® PRANOHISEOISOLOSUREOOOUMENT

Por p^pecfive franohisoos sub^to O^orma^tu^ ^ ^owinginfbrmafion modifies tho eorrespondmg diseiosures m the Piay tt Again Sports® Pranehise Oisoiosnre Ooenment.

1 0URWE8StTE^SN0T8EENREVtEWE0 OR APPROVED 8Y THE OAEtPORNiA OEPARTMENT OP CORPORATION THE CONTENT OP THIS WEBSITE MAYBE OIRECTEOTOTHECAEIPORNIA OEPARTMENT OP CORPORATIONSatwwweorpoagov

2 THE CAEIPORNIAPRANCHISE INVESTMENT EAWREQUIRES THATA COPY OP ATE PROPOSED AGREEMENTS RELATING TO THE SALE OP THE ERANCHISEBEDEEIVEREDTOGETHERWITHTHEDISCEOSUREDOCUMENT

3. Seetion3Ii25 ofthe Caiitbrnia Corporations Code requires the Pranohisor to give the Pranohisee a disoiosure dooument, in a torm and eontaining suoh intbrmation as the oommissioner may by ruie or order require, prior to a soiioitation of a proposed material modifioation ofan existing tranohiso.

4 Item 3 is amended to provide that noither Winmark nor any other person identified in Item 2 is suh^eot to any ourrentiy etfbotivo order of any national seeurities assooiation or national soouritios exohango, as defined in tho Seeurities Exohange Aot of 1934, 15 U.SC.A. 78aot seq., suspending or expelling suohporsons from membership insueh assooiation.

5. ItomlOoftheUPOC is amended to inoludo the toliowing provisiom

Winmark willoomply with all appropriatolaws governing anydirootfinanoing ofrbred by us to you ineiuding, ifapplioable, tho CalitbrniaPinanoo Lenders Law

6. Iteml^of the UPOC is amended to ineiude tho following provisions^

California Business and Professions Codo Seotions 20000 through 20043 p^ rightsto tho franohisee eonoorningtormination or non-renewal ofafranehise. If tho franohise agreement oontainsaprovision that is inoonsistent with tho law, tho law will oontrol.

The Pranohiso Agroomont provides tbr termination upon bankruptoy. This provision may not bo ontbreeablo undor tbdorai bankruptoylaw^llU.S.C.A. See. 101^^).

TheEranohiso Agroomontoontainsaoovenantnottooompoto whiohextends beyond the termination oftho franohise. This provision may not bo ontbrooable under Calitbmia law.

^m^no^ Socfion 11 of thoFrancl^se Agreomont contains^ Undor Calll^rma Civil Codo ^ nnontbrooablo.

Tho Franolnso Agroomont roqnlros binding arbitration. Tho arbitration will ooonr at Minneapolis Minnesota. Tho non prevaiiing party will pay all oosts and expenses, ineinding reasonable attomoy'steos^inonrrod by tho prevailing party in any arbitration. This provision may not be ontbrooable nndor Calitbmia law.

Tho Franohise Agreement requires that arbitration takeplaoe in Minneapolis, Minnesota. Frospeotivetranohisoosaroonoonragodtooonsnltlogaloonnsolto determine tho applioability of Calitbrnia and tederal laws (snoh as Business and Professions Codo Sootion200405, Code ofCivilFroooduroSeotion 1281,^ Fodoral Arbitration Aot) to any provisions of an agroement restrioting venue toa tbrum outside the Stato of Calitbmia.

^rn^^no^^ HAWA^ADDENDUMTO PLAYITAGAIN SPORTS® PRANOHISEOISOTOSUREOOOUMENT

L The Oisciosure Oooument is amended to indude tho fb^ov^

A. The states in whieh this registration is etfeetive or exempt trom registratiom

Oaiitbmia, Hawaii, tiiinois, Indiana, Maryland, Minnesota, New York, North Oakota, Rhode island, SouthOakota,Virgima,Washington and Wisconsin

BD The states in which this proposed registration is or wiii be shortly on tiie, oris orwiil shortly be exempt fromregistratio m

Oaiitbmia, Hawaii, Illinois, Indiana, Maryland, Minnesota, New York, North Oakota, Rhode Island, South Oakota,Virginia,Washington and Wisconsin

O. The states, if any,which have retused, by order or otherwise, to register these franchises^

None

O. The states, if any,which have revokedor suspended the right to ofrer these franchises^

None

E. The states, ifany, in which the proposed registration ofthese franchises has been withdrawn^

None

2. Item 17of the Franchise Oisciosure Oooument provides, in part, that you have no intorost upon termination of or retusal to renew or extend the Franchiso Agreement, item 17 is amendedtoprovide that, upontorminationorrotusaitorenewthoFranchiso Agreement, tho Franchisoowillbo compensated tbr thet^r market value ofcertain assets of theFranchised Businoss, as more tully doscribod inHaw.Rev.Stat.^482F^^

t^n7^no^^ ILLINOIS ADDENDUM TO PLAY IT AGAIN SPORTS® FRANCHISE DISCLOSURE DOCUMENT

Item 17 of the Franchise Disclosure Document is revised to include the following provisions:

The Illinois Franchise Disclosure Act, Section 4, prohibits any agreement that specifies jurisdiction or venue of any lawsuit in a place outside of the state of Illinois. The Act does permit agreements to require you to arbitrate outside the state of Illinois. The Act prohibits choice of law provisions that would require the application of any laws except the laws of the state of Illinois (Section 41). You may have other rights under the Illinois Franchise Disclosure Act or other laws of the state of Illinois. To the extent that the Franchise Agreement is inconsistent with Illinois law, the inconsistent terms of the Franchise Agreement will not be enforced and the terms of the applicable Illinois law will apply.

{TH7265.DOC MARYLAND ADDENDUM TO PLAY IT AGAIN SPORTS® FRANCHISE DISCLOSURE DOCUMENT

Item 17 of the Franchise Disclosure Document is revised to include the following provisions:

Termination bv Winmark. The Franchise Agreement provides for tennination if you are insolvent under any applicable state or federal law. This provision may not be enforceable under federal bankruptcy law (11 U.S.C. Section 101 et seq.).

Limitation of Actions. Any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within 3 years after the grant of the franchise.

{TH7265.DOC } MINNESOTA ADDENDUM TO PLAY IT AGAIN SPORTS® FRANCHISE DISCLOSURE DOCUMENT

Item 13 of the Franchise Disclosure Document is revised for Minnesota franchisees to include the following language: Winmark will indemnify you for damages for which you are held liable in any proceeding arising out of the use of the Play It Again Sports® mark, provided you have used the Mark properly and have notified Winmark of any claim agamst you within 10 days of your knowledge of the claim. Winmark will have sole control of any litigation involving the Marks. Winmark's indemnification obligation will not apply to any franchisee residing outside the state of Minnesota who purchases a franchise to be located outside ofMinnesota. Item 17 of the Franchise Disclosure Document is revised for Minnesota franchiseest o include the following language: With respect to franchises governed by Minnesota law, Winmark will comply with Minn. Stat. Sec. SOC. 14, Subds. 3, 4 and 5 which require, except in certain specified cases, that a franchisee be given 90 days notice of termination (with 60 days to cure) and 180 days notice for non-renewal of the franchiseagreement .

Franchisee's Initials Winmark's Initials

{TH7265.DOC NEWYO^ADDENDUMTO PLAYITAGAIN SPORTS® FRANOHISEOISOTOSUREOOOOMENT

Tho lowing infbrmafronapphostofranchi^^ statos and rogulafron^ from nnmhorsoorrospondtnthnso in tho main hody.

1. Winmark roprosonts that frnsOisoinsnroOoonmont doos not imowingiy omit matoriaitaot or contain any nntmo statomont of matoriaitaot.

2. Tho toiiowing paragraphs aro addod at tho hoginningoffrom^:

Exoopt as dosorihodhoiow,noithor Winmark, nor any prodooossor,porson idontifrod in from^ahovo, or any affriiatoofrbring franchisesnndo r Winmark's principal trademark:

A. Has any administrative, criminal or civii action ponding against it, him or horalloging:atbiony^aviolation of any franchiso, antitrnst or soonritios law^frand,omhozzlomont,frandnlont conversion, restraint of trado, misappropri­ ation of property^ nnfair or docoptivo practices or comparahlo civil or misdomoanor allegations, also ineinding ponding actions which aro incidental to tho hnsiness that aro significant in tho context of tho nnmhor of franchisees and thosizo,natnroor frnancialconditionofthofranchisosystomoritshnsinoss operations.

B Has hoon convicted ofafblony or ploadod nolo contendere toa felony charge, or within tho ton yoar poriod immodiatolyprocoding tho dato ofthis Oisclosnro Oocnmont has hoon convicted of a misdomoanor or ploadod nolo contondorotoamisdomoanor chargoorhashoonthosnhjoctof acivilaction alleging: violation of a franchiso, antifrand or soonritios law^ frand, omhozzlomont,frandnlont conversion, misappropriation of proporty, or nnfair or docoptivo practices or comparahlo allegations.

0. Is snh^oct to any enrrontly offoctivo in^nnctivo or rostrictivo order or docroo roiating to tho franchiso or nndor any fodoral, stato or Canadian franchiso, soonritios, antitrnst, trado rognlationortrado practice law asarosnlt ofa conclndodorpondingactionorprocoodinghronghthy apnhlicagoncy^ oris snhjoct to anycnrrontlyofrbctivo order of any national soonritios association or national soonritios oxchangoasdofinodintho Soonritios and Exchange Act of 1934, suspending or oxpolling snch person from momhorship in snch association or exchanged or is snl^octtoacnrrontly offoctivo injunctive or rostrictivo order roiating to any othor business activity asarcsult of an action brought hyapuhlic agency or dopartmont, including,without limitation, actions affbctingaliconso as aroalostato broker or salos agont.

t^^noc^ 3. The following paragraph replaces Item 4:

Neither Winmark nor any predecessor, affiliate, officer or general partner of Winmark has, during the 10-year period immediately before the date of the Disclosure Document: (a) filed as debtor (or had filed against it), a petition to start an action under the U.S. Bankruptcy Code; (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within 1 year after the officer or general partner of Winmark held this position in the company or partnership.

{TH7265.DOC } NORTH DAKOTA ADDENDUM TO PLAY IT AGAIN SPORTS® FRANCHISE DISCLOSURE DOCUMENT

Item 17 of the Franchise Disclosure Document provides that binding arbitration of any disputes will take place in Minneapolis, Minnesota. Item 17 is amended to provide that Winmark and you will agree to the site of arbitration.

{TH7265.DOC } RHODE ISLAND ADDENDUM TO PLAY IT AGAIN SPORTS® FRANCHISE DISCLOSURE DOCUMENT

The following applies to franchises and franchisees subject to Rhode Island statutes and regulations. Item numbers correspond to those in the main body.

1. Item 17.

§ 19-28.1-14 of the Rhode Island Franchise Investment Act provides that "A provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under this Act."

{TH7265.DOC } VIRGINIA ADDENDUM TO PLAY IT AGAIN SPORTS® FRANCHISE DISCLOSURE DOCUMENT

Item 17 of the Franchise Disclosure Document is revised to include the following provision:

Pursuant to Section 13.1-564 of the Virginia Retail Franchising Act, it is uniawtui for a franchisor to cancel a franchisewithou t reasonable cause. If any grounds for default or termination stated in the Franchise Agreement does not constitute "reasonable cause," as that term may be defined in the Virginia Retail Franchising Act or the laws of Virginia, that provision may not be enforceable.

{TH7265.DOC } WASHINGTON ADDENDUM TO PLAY IT AGAIN SPORTS® FRANCHISE DISCLOSURE DOCUMENT

The following information applies to franchises and franchisees subject to the Washington Franchise Investment Protection Act, RCW 19.100. Item numbers correspond to those in the main body:

1. Item 6.

Transfer fees are collectable to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer.

2. Item 17.

Any arbitration shall take place in Washington or at such other place as may be mutually agreeable to the parties or as determined by the arbitrator.

3. Item 17.

If any of the provisions in the Franchise Disclosure Document or Franchise Agreement are inconsistent with the relationship provisions of R.C.W. 19.100.180 or other requirements ofthe Washington Franchise Investment Protection Act, the provisions of the Act will prevail over the inconsistent provisions of the Franchise Disclosure Document and Franchise Agreement with regard to any franchise sold in Washington. There may also be court decisions which may supersede the franchise agreement in your relationship with the franchisormcludin g the areas of termination and renewal of your franchise.

4. Item 17.

A release or waiver of rights executed by a franchisee shall not include rights under the Washington Franchise tnvestment Protection Act except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitation period for claims under the Act, rights or remedies under the Act such as a right to a jury trial may not be enforceable.

{TH7265.DOC WISCONSIN ADDENDUM TO PLAY IT AGAIN SPORTS® FRANCHISE DISCLOSURE DOCUMENT

The following information applies to franchises and franchisees subject to the Wisconsin Fair Dealership Law. Item numbers correspond to those in the main body:

1. Item 17.

For all franchisessol d in the State of Wisconsin, we will provide you at least 90 days prior written notice of termination, cancellation, or substantial change in competitive circumstances. The notice will state all the reasons for termination, cancellation, or substantial change in competitive circumstances and will provide that you have 60 days in which to cure any claimed deficiency. If the deficiency is cured within 60 days, the notice will be void. If the reason for termination, cancellation, or substantial change in competitive circumstances is nonpayment of sums due under the franchise, you will have 10 days to cure the deficiency.

2. Item 17.

For Wisconsin franchisees, ch. 135, Stats., the Wisconsin Fair Dealership Law, supersedes any provision of the Franchise Agreement or a related contract which is inconsistent with the Law.

{TH7265.DOC} EXHIBIT A

List of Stores

{TH7277.DOC } PLAY IT AGAIN SPORTS AS OF DECEMBER 28, 2013

Franchisee Store Address City ST Zipcode Store Phone ALBERTA Doyle, Larry 303 Shawville Blvd SE Unit 560 Calgary AB T2Y 3W6 403-254-8561 Elvey, Troy 270 Stewart Green SW Calgary AB T3H 3C8 403-686-4228 Flaman-Haley, Chris 4930 53rd Ave Red Deer AB T4N 5J9 403-347-2227 ALASKA Bruno, Don 2636 Spenard Rd Anchorage AK 99503 907-278-7529 Bruno, Don 8840 Old Seward Hwy Anchorage AK 99515 907-272-7529 Dougherty, Toby & Dena 160 Old Steese Hwy Fairbanks AK 99701 907-457-7427 Scudder, Rusty 1731 Ralph's Way Suite 103 Juneau AK 99801 907-780-7427 Bruno, Don 1461 S Seward Meridian PkwySteA Wasilla AK 99654 907-376-8046 ALABAMA Vinson, Derek 3108 Ross Clarke Cir Ste 3 Dothan AL 36303 334-699-7427 Moody, Rusty 2801 Mall Dr Suite 14 Florence AL 35630 256-767-4800 McCloskey, Alan 1717 Montgomery Hwy S Unit 20 Hoover AL 35244 205-453-9207 Waid, Casey 3051 Frederick Rd Opelika AL 36801 334-737-6235 ARKANSAS Welch, Jon 3029 N College Ave Fayetteville AR 72703 479-442-7529 Curry, Steve 3407 E Highland Dr Jonesboro AR 72401 870-336-0056 ARIZONA Sanchez, Matt 1400 N Litchfield Rd Ste G9 Goodyear AZ 85338 623-939-7799 Mulhall, Tom 1457 W Southern Ave Ste A6 Mesa AZ 85202 480-834-0005 Cantu, Troy 3143 E Greenway Rd Phoenix AZ 85032 602-971-8604 Haase, Greg 1840 E Warner Rd Ste 126 Tempe AZ 85284 480-345-6109 Murray, Jim 4750 E Speedway Blvd Tucson AZ 85712 520-795-0363 Murray, Jim 7280 E Broadway Blvd Tucson AZ 85710 520-296-6888 Mulhall, Tom 7963 N Oracle Rd Tucson AZ 85705 520-293-2010 BRITISH COLUMBIA Henderson, Bob 1778 Baron Rd Kelowna BC V1X7G9 778^84-0048 CALIFORNIA Ulmer, Scott 1937 E 20th St Ste B2 Chico CA 95928 530-345-7427 Goett, Tom 8085 Greenback Ln Citrus Heights CA 95610 916-725-8007 Kaplan, Robert 1350 Contra Costa Blvd Concord CA 94523 925-825-3396 Silva, Al 3302 E Yorba Linda Blvd Fullerton CA 92831 714-993-6383 Shultz, Kevin 18352 Beach Blvd Huntington Beach CA 92648 714-848-6788 Sullivan, Debbie 845 N State Hwy 49-88 Jackson CA 95642 209-223-1223 Phillips, Bill 4141 Katella Ave Los Alamitos CA 90720 714-220-2400 Townsend, Tom 25565 Jeronimo Rd Mission Viejo CA 92691 949-586-6091 Vargas, John 2720 McHenry Ave Suite N Modesto CA 95350 209-521-4664 Buxton, Dan 3640 E Colorado Blvd Pasadena CA 91107 626-405-9988 Coutts, David 5548 Springdale Ave Suite A Pleasanton CA 94588 925-734-6750 Doms, Greg 2200 Churn Creek Rd Redding CA 96002 530-221-8600 Western, TJ 1401 Garnet Ave San Diego CA 92109 858^90-0222 Bunnell, Chris 9841 Mira Mesa Blvd San Diego CA 92131 858-695-3030 Ferroni, Stephen 1080 Blossom Hill Rd San Jose CA 95123 408-265-4913 Vance, Greg 4850B Hollister Ave Santa Barbara CA 93111 805-967-9889 Drom, Kevin 2530K S Broadway Santa Maria CA 93454 805-614-0072 Briscoe, Billy 2735 Santa Rosa Ave Santa Rosa CA 95407 707-527-7678 Raulin, Dave 2880B Cochran St Simi Valley CA 93065 805-520-6053 Frankl, Tom 4770 Soquel Dr Soquel CA 95073 831-475-1988 Manville, Fred & Yang, Shally 828 W Benjamin Holt Dr Stockton CA 95207 209-474-1944 Goldstein, Ross 12038 Ventura Blvd Studio City CA 91604 818-752-9123 PLAY IT AGAIN SPORTS AS OF DECEMBER 28, 2013

Franchisee Store Address City ST Zipcode Store Phone CALIFORNIA Brehm, Larry 4868 W 190th St Torrance CA 90503 310-921-2800 Raulin, Dave 4705 Telephone Rd Suite 4 Ventura CA 93003 805-644-4948 McNamara, Dustin 2070 Hacienda Dr Unit H Vista CA 92081 760-941-3600 COLORADO Van Boening, Michael 18883 E Hampden Ave Unit 193 Aurora CO 80013 303-627-6301 Stapleton, Sue 653 S Broadway St Boulder CO 80303 303-499-2011 Holmes, Patti 4760 Castleton Way Unit C Castle Rock CO 80109 720-479-8245 Sinclair, Brian 1033 N Academy Blvd Colorado Springs CO 80909 719-574-4849 Liebl, Travis 5170 N Academy Blvd Colorado Springs CO 80918 719-528-5840 Bolle, David 151 W Mineral Ave Littleton CO 80120 303-798-8824 Martin, Chris 800 S Hover Rd Longmont CO 80501 303-774-9912 Van Haveren, Bryan 7330A W 88th Ave Westminster CO 80021 303-431-6585 CONNECTICUT Zygmunt, Janet 685 Queen St Unit 8 Southington CT 06489 860-621-0045 Hicks, Elizabeth 15 SMain St West Hartford CT 06107 860-523-4692 FLORIDA Fortin, Sandy 950 N State Rd 434 Altamonte Springs FL 32714 407-788-8280 Tucker, Jim 3611 1st StE Ste 710 Bradenton FL 34208 941-896-9684 Fortin, Sandy 744 W Lumsden Rd Brandon FL 33511 813-661-4141 Privis, Gene 11426 W Sample Rd Coral Springs FL 33065 954-510-7545 Fortin, Sandy 1808 W Intl Spdwy Blvd Ste 501 Daytona Beach FL 32114 386-238-6949 Fortin, Sandy 11620 S Cleveland Ave Fort Myers FL 33907 239-274-8646 Fortin, Sandy 3425 W University Ave Gainesville FL 32607 352-377-7666 Fortin, Sandy 11701 San Jose Btvd Ste 30 Jacksonville FL 32223 904-292-1717 Fortin, Sandy 2900 W Vine St Kissimmee FL 34741 407-944-4005 Fortin, Sandy 3879 Lake Emma Rd Lake Mary FL 32746 407-333-0340 Fortin, Sandy 2211 S Florida Ave Lakeland FL 33803 863-688-7757 Fortin, Sandy 10530 US Hwy 441 Leesburg FL 34788 352-343-5995 Paul, Brett 2605 W New Haven Ave Melbourne FL 32904 321-984-1313 Fortin, Sandy 1809 E Silver Springs Blvd Ocala FL 34470 352-622-1122 Fortin, Sandy 70 Blanding Blvd Orange Park FL 32073 904-272-1242 Fortin, Sandy 7621 W Colonial Dr Orlando FL 32818 407-445-6633 Fortin, Sandy 35181 US Hwy 19 N Palm Harbor FL 34684 727-781-7700 Mullenix, Scott & Early, Tim 2 Fairfield Blve Ste 9 Ponte Vedra Beach FL 32082 904-543-0033 Fortin, Sandy 10137 S Federal Hwy Port Saint Lucie FL 34952 772-380-9280 Fortin, Sandy 3942 Tyrone Blvd Saint Petersburgh FL 33709 727-344-0601 Fortin, Sandy 5407 Fruitville Rd Sarasota FL 34232 941-378-1477 Fortin, Sandy 200 37th Ave Ste 226 St Petersburg FL 33704 727-528-1115 Fortin, Sandy 3351 SE Federal Hwy Stuart FL 34997 772-286-9552 Bateman, Robin 3183 Capital Circle NE Tallahassee FL 32308 850-523-0801 Kendall, Bill 3914 S Dale Mabry Hwy Tampa FL 33611 813-837-8771 Fortin, Sandy 13131 N Dale Mabry Hwy Tampa FL 33618 813-969-0855 Fortin, Sandy 6160 20th St Vero Beach FL 32966 772-563-0026 Fortin, Sandy 1668 Bruce B Downs Blvd Wesley Chapel FL 33543 813-514-6556 Fortin, Sandy 621 Cypress Garden Blvd Winter Haven FL 33880 863-294-9696 Fortin, Sandy 1425 Tuskawilla Rd Ste 195 Winter Springs FL 32708 407-677-5007 GEORGIA Barney, Bill 4279 Roswell Rd NE Atlanta GA 30342 404-257-0229 Strickland, Mark 410 Cherokee Place Cartersville GA 30121 770-386-8866 Carlton, Jason 2050 Lawrenceville Hwy Suite C2 Decatur GA 30033 404-329-2005 PLAY IT AGAIN SPORTS AS OF DECEMBER 28, 2013

Franchisee Store Address City ST Zipcode Store Phone GEORGIA Lambert, Al 35 Hudson Plaza Fayetteville GA 30214 770^60-7511 Ghastin, Patrick 1080 A Dawsonville Hwy Gainesville GA 30501 770-503-0470 Crook, Jay 840 W Barrett Pkwy Ste 560 Kennesaw GA 30144 770-429-8636 Ward, Scott 993 Mansell Rd Roswell GA 30076 770-642-4880 Crotts, Daniel 2262 E Main St Snellville GA 30078 770^93-8299 IOWA Loesch, Gabe 3657 1st Ave SE Cedar Rapids IA 52402 319-366-8664 Schneider, Denny 9980 Swanson Blvd Clive IA 50325 515-402-7427 Suchomel, Chris 1705 1st Ave Iowa City IA 52240 319-354-4777 IDAHO Welch, Mike 7566 Fairview Ave Boise ID 83704 208-378-0053 Kay, Kolby 1515 Ash ment Ave Idaho Falls ID 83404 208-524-0500 ILLINOIS Kaminsky, Charles 3939 N Ashland Ave Chicago IL 60613 773-305-9900 Ruer, Bob 6124 Northwest Hwy Crystal Lake IL 60014 815-459-1717 Baker, Larry 3004A N Water St Decatur IL 62526 217-872-2434 Fowler, Deena 2015 W Hwy 50 Fairview Heights IL 62208 618-628-2345 Nielsen, Rich 16103 Farrell Rd Lockport IL 60441 815-838-9575 Sahli, Steve 931 W75th StSte 185 Naperville IL 60565 630-355-1121 Wong, Ed 575 Waukegan Rd Northbrook IL 60062 847-564-9180 Wong, Ed 5600 W 95th St Oak Lawn IL 60453 708-636-6311 Wong, Ed 1127 S Roselle Rd Schaumburg IL 60193 847-895-8914 Reiss, Ken 978 Brook Forest Ave Shorewood IL 60431 815-609-3400 Jones, Tom 210 N Randall Road St Charles IL 60174 630-584-7334 Wong, Ed 379 E North Ave Villa Park IL 60181 630-835-3888 Barofsky, Mike & Fox, Jill 233 W Odgen Ave Westmont IL 60559 630-810-9811 INDIANA Gilchrist, Duane 2332 El 16th St Carmel IN 46032 317-848-6044 Haines, Bradley & Lela 3527 S Main St Elkhart IN 46517 574-293-2462 Millikan, Glen 5626 E Virginia St Evansville IN 47715 812-479-3289 Gilchrist, Duane 11681 Olio Rd Fishers IN 46037 317-288-4632 Dyal Chand, Ashok 4430 Coldwater Rd Ste C Fort Wayne IN 46825 260-755-2399 Hale, Elaine 8923 S Meridian St Indianapolis IN 46217 317-859-8080 KANSAS Jarvis, Bob 7151 135th Street Overland Park KS 66223 913-897-3091 Martin, Scott 8929 W Central Ave Wichita KS 67212 316-729-0300 KENTUCKY Jaggers, Craddock 209 Town Dr Elizabethtown KY 42701 270-982-7529 Gray, Geoff 8449 US Hwy 42 Florence KY 41042 859-282-6565 Uhls, James 4138 Outer Loop Louisville KY 40219 502-968-5354 Ullom, Brian 291 N Hubbard Ln Ste B43 Louisville KY 40207 502-897-3494 LOUISIANA Eddlemon, Greg 1938 E 70th St Shreveport LA 71105 318-220-4385 MASSACHUSETTS Hudson, Bob 7 Summer St Chelmsford MA 01824 978-710-3875 Leivi, Mike 630 Washington St Dedham MA 02026 781-493-6796 Wasierski, John 425 lyannough Rd Rte 28 Hyannis MA 02601 508-771-6979 Drallios, Betsy 814 N Main St Leominster MA 01453 978-537-2063 Chin, Jim 225 Main St North Reading MA 01864 978-664-9363 Coleman, Brian & Judy 62 E Montvale Ave Stoneham MA 02180 781^38-2399 PLAY IT AGAIN SPORTS AS OF DECEMBER 28, 2013

Franchisee Store Address City ST Zipcode Store Phone MANITOBA Vermette, Greg 730 St Anne's Rd UnitU Winnipeg MB R2N 0A2 204-256-1115 MARYLAND Szaroleta, Mike 7968 Bel Air Rd Baltimore MD 21236 410-882-1810 Mauser, Eric 9150-3 Baltimore National Pike Ellicott City MD 21042 410-418-9371 Santos, Kevin & Hipp, Chris 5811 Buckeystown Pike Frederick MD 21704 240-629-8790 Collins, Jim 521-B Jermor Lane Westminster MD 21157 410-871-1430 MAINE Gilhooly, Kevin 250 Center St Auburn ME 04210 207-777-7427 Dionne, Pete 102 Bangor St Augusta ME 04330 207-621-9968 Rousseau, Scott 473 Alfred Street Biddeford ME 04005 207-602-6066 Rousseau, Scott 315 Marginal Way Portland ME 04101 207-773-6063 MICHIGAN Bonilla, Miguel 2461AW Stadium Blvd Ann Arbor Ml 48105 734-747-6277 Jones, Chuck 42079 Ford Rd Canton Ml 48187 734-844-8591 Murphy, Elizabeth 50607 Gratiot Rd Chesterfield Ml 48051 586-598-7700 Kean, Brian 1213 W 14 Mile Rd Clawson Ml 48017 248-435-7240 Kean, Brian 22441 Gratiot Avenue Eastpoint Ml 48021 586-772-0600 Gariglio, Gary 4230 Miller Rd Flint Ml 48507 810-515-1659 Hartnagel, Jeff 3560 Alpine Ave Grand Rapids Ml 49544 616-635-2919 Seyferth, David & Naomi 3734 28th St SE Kentwood Ml 49512 616-957-0086 Kean, Brian 1150 Middlebelt Rd Livonia Ml 48150 734-266-1999 Somerville, lan 25875 Novi Road Novi Ml 48375 248^49-4544 Jones, Chuck 18809 Eureka Rd Southgate Ml 48195 734-284-7488 Frieswyk, Tom 1251 S Airport Rd Traverse City Ml 49686 231-929-1870 Kean, Brian 7715 26 Mile Rd WashingtonTwnshif: Ml 48094 586-992-0600 MINNESOTA Kreb, Al 1249 Hwy 25 N Buffalo MN 55313 763-682-9334 Peterson, Robbie 13941 Aldrich AveS Burnsviile MN 55337 952-898-1878 Eckers, Steven 1813 Adams St Mankato MN 56001 507-625-2000 von Brethorst, Ron 102 Elfton Hills Dr NW Suite 100 Rochester MN 55901 507-281-1943 Melby, Jeff 1403 1st StS Willmar MN 56201 320-235-9508 MISSOURI *0'Leary, Daniel Arnold MO Copeland, Neil 1206 Business Loop 70 W Suite N Columbia MO 65202 573-442-9291 Crouch, Jeremy 2640 E 32nd St Suite 14 Joplin MO 64804 417-626-7529 Fowler, Deena 10947 Manchester Rd Kirkwood MO 63122 314-821-4567 Newlin, Jeff & Salyers, Jeff 1300 E Battlefield Rd Springfield MO 65804 417-883-7444 Moore, John & Susan 234 Mid Rivers Ctr St Peters MO 63376 636-397-0100 MISSISSIPPI Townsend, John 24 Cross Creek Pkwy Suite 88 Hattiesburg MS 39401 601-268-8941 Miller, Johnny 900 E Cty Line Rd Ste 140 Ridgeland MS 39157 601-956-5500 MONTANA Link, Kirk 1005 24th StW Ste 3 Billings MT 59102 406-652-3662 Kraska, Matt 1707 W Oak St Bozeman MT 59715 406-587-7427 Essert, Scott 2230 N Reserve St Ste 400 Missoula MT 59808 406-549-1580 NORTH CAROLINA Gore, Larry 611 Tunnel Rd Asheville NC 28805 828-299-1221 *Geib, Ron Burlington NC Gaston, Hal 446 Crossroads Blvd Cary NC 27511 919-851-1851 Douglass, Jay 8332-205 Pineville-Matthews Rd Charlotte NC 2822•6 704-540-633 9 PLAY IT AGAIN SPORTS AS OF DECEMBER 28, 2013

Franchisee Store Address City ST Zipcode Store Phone NORTH CAROLINA Guise, Chad 5318 New Hope Common Ext Durham NC 27707 919-493-7200 Mathias, Dean & Anne 245 Westwood Shpg Center Fayetteville NC 28314 910-860-8100 Kemp, Mike & Shannon PO Box 39206, 2963 Battleground / Greensboro NC 27408 336-282-9910 Mathias, Dean & Anne 890 Greenville Blvd Ste 101 Greenville NC 27834 252-353-4344 Cline, Clay 1816 Hwy 70 SE Hickory NC 28602 828-324-5070 Willis, Mark 162 N Main St Mooresville NC 28115 704-658-0270 Guise, Chad 6325 Falls of Neuse Rd Raleigh NC 27615 919-877-8171 Mathias, Dean & Anne 3530 S College Rd Wilmington NC 28412 910-791-1572 Kemp, Mike & Shannon 5005 Country Club Rd Winston Salem NC 27104 336-760-1470 NORTH DAKOTA Netland, Eric 2501 45th StS Fargo ND 58104 701-293-1721 NEBRASKA Dugan, Scott 2276 N Webb Rd Ste 4 Grand Island NE 68803 308-381-0123 Hesson, Diane 800 N 48th St Lincoln NE 68504 402^83-7447 NEW JERSEY Pezzillo, Jim 825 Route 33 Hamilton NJ 08619 609-584-0700 Zanghi, Dom 4201 Church Rd Ste F Mount Laurel NJ 08054 856-235-2573 NEWFOUNDLAND O'Neill, Bob 516 Topsail Rd St. John's NL A1E2C5 709-745-7529 NEW MEXICO Welch, Jon 7401 Menaul Blvd NE Albuquerque NM 87110 505-881-0551 Ruiz, Carlos 3301 Coors Blvd NW / Ladera Shpc Albuquerque NM 87120 505-890-7041 NEVADA Stein, Joe 911 Topsy Lane Suite 226A Carson City NV 89705 775-267-3390 NEWYORK Vonk, Dottie 952 Troy-Schenectady Rd Latham NY 12110 518-785-6587 Chesney, Scott 6160 Sunrise Hwy Massapequa NY 11758 516-308-4242 Yeh, Frank 4790 Commercial Dr New Hartford NY 13413 315-736-5336 Yackel, Ron 3910 Brewerton Rd North Syracuse NY 13212 315-458-7101 McDonald, Jim 46 Atlantic Ave Oceanside NY 11572 516-678-7900 Freer, Ed 30 Plattsburgh Plz Plattsburgh NY 12901 518-566-6026 Eaves, John 3333 W Henrietta Rd Rochester NY 14623 585-427-7750 Borko, Steve 115 Temple Hill Rd Vails Gate NY 12584 845-562-2755 OHIO Powers, Norm & Douce, Bob 4086 Belden Village St NW Canton OH 44718 330^93-7600 Forsythe, Mike & Ron 101 E Alex-Bell Rd Centerville OH 45459 937-291-0031 McGregor, John & Mary 9990 Kings Auto Mall Dr Cincinnati OH 45249 513-583-0040 McGregor, John & Mary 8223 Colerain Ave Cincinnati OH 45239 513-245-2006 Johnson, Mike 4329 Red Bank Rd Cincinnati OH 45227 513-321-1711 Demain, Andy 7412 Sawmill Rd Columbus OH 43235 614-791-9344 Robinson, Chuck 6011 EMain St Columbus OH 43213 614-868-0018 Arther, John 661 Howe Ave Cuyahoga Falls OH 44221 330-922-0606 O'Connell, Mark 2179 Stringtown Rd Grove City OH 43123 614-539-8881 Tanner, Dave & Leslie 4720 Cemetery Rd Hilliard OH 43026 614-529-9100 Weisberg, Matt 5455 Mayfield Rd Lyndhurst OH 44124 440-461-8474 Maier, Ralph 8210 Macedonia Commons Blvd Macedonia OH 44056 330-467-0788 Trayers, Scott 4733 Great Northern Blvd N Olmsted OH 44070 440-777-5569 McGregor, John & Mary 11749 Princeton Pike Springdale OH 45246 513-870-0010 Nauman, Ken 17100 Royalton Rd Strongsville OH 44136 440-238-1000 Buenaflor, Lou 5333 Monroe St Ste 16 Toledo OH 43623 419-843-4230 PLAY IT AGAIN SPORTS AS OF DECEMBER 28, 2013

Franchisee Store Address City ST Zipcode Store Phone OHIO McGregor, John & Mary 7645 Voice of America Dr West Chester OH 45069 513-777-1792 Wilson, Gregg 718 N State St Westerville OH 43081 614-890-2110 OKLAHOMA Bruns, Jerry 2203 W Main St Ste 2 Norman OK 73069 405-364-0080 Quigley, Billy 4409 N Kickapoo Ave Shawnee OK 74804 405-395-0200 Dandridge, Bill 8929 S Memorial Dr Tulsa OK 74133 918-615-3790 ONTARIO LeBarron, Greg 4 Elgin St W Amprior ON K7S 1N3 613-623-1599 Ansari, Farzin 15480 Bayview Ave Unit 114 Aurora ON L4G 7J1 888-717-7427 Stasiulis, Wayne 370 Main St Unit 104 Brampton ON L6V 4A4 905-454-7529 Schebesch, Joe 3450 Dundas St Unit B19 Burlington ON L7M 4B8 905-639-8872 *McLean, Jason Cobourg ON Ondercin, Dale 135 Hurontario St Collingwood ON L9Y 2L9 705-446-0633 Laroche, Dominique 37 9th St E Cornwall ON K6H 6R3 613-936-2020 Stasiulis, Wayne 773C The Queens Way Etobicoke ON M8Z1N4 416-503-2288 MacLeod, Mark 218 Silver Creek Pkwy Guelph ON N1H7P8 519-822-0990 Jensen, Dave 488 Terry Fox Dr Kanata ON K2T 1L3 613-599-9937 Cavalier, Warren 1300 Bath Rd Unit F1 Kingston ON K7M 4X4 613-544-7529 MacLeod, Mark 509 Wilson Ave Unit 12 Kitchener ON N2C 2M4 519-748-5809 Van de Haar, Ken 1314 Huron St London ON N5Y 4V2 519-453-7529 Pinheiro, Joe & Leah 409 Main St Milton ON L9T 1P7 905-864-9883 Sehrai, Masood 3055 Dundas StW Ste 9 Mississauga ON L5L 3R8 905-607-2837 Somerville, Mike 5863 Yonge St North York ON M2M 3T9 416-222-5713 Jensen, Dave 3885 Innes Rd Unit C Ottawa ON K1C1T1 613-837-7529 Jensen, Dave 1701 Bank St Ottawa ON K1V7Z4 613-731-6006 Jensen, Dave 3161 Greenbank Rd Ottawa ON K2J 4H9 613-843-9711 LeBarron, Greg 45 Pembroke St W Pembroke ON K8A 5M5 613-732-1770 McGowen, Kris & Blenkhorn, 19251 Yonge St Unit 2 Richmond Hills ON L4C 9T3 905-763-0777 Vossen, Kevin 1380 London Rd Unit 177 Sarnia ON N7S 1P8 519-542-1011 Gilpin, Steve 2488 Gerrard St E Scarborough ON M1N 1W8 416-690-0666 Mellon, Kelly 920 Memorial Ave Thunder Bay ON P7B 3Z9 807-622-8282 Sehrai, Masood 15 Jevlan Dr UnitB Vaughn ON L4L 0C1 905-265-9559 Terry, Bill & Kathy 1801 Dundas St E Unit 26 Whitby ON L1N7C5 905-728-8881 OREGON Larkins, Jim 9244 SW Beaverton-Hillsdale Hwy Beaverton OR 97005 503-292-4552 Sather, Al 1422 NW 9th St Corvallis OR 97330 541-754-7529 Sather, Al 2598 Willamette St Eugene OR 97405 541-342-4041 PENNSYLVANIA Romberger, Marcie 1004 Lancaster Ave Berwyn PA 19312 610-651-0202 Edgar, Jeff 6041 St Rte 30 Ste 65 Greensburg PA 15601 724-834-1121 Probst, Harold 411 Granite Run Dr Lancaster PA 17601 717-569-1400 McAndrew, Stephen 1082 Hwy 315 Ste 1 Wilkes Barre PA 18702 570-208-2446 QUEBEC Pogue, Keith 2973 St Charles Rd Kirkland QC H9H 3B5 514-697-1079 Foley, Terry 2100 Decarie Blvd Montreal QC H4A 3J3 514-484-5150 Warash, Bob 8295 Langelier Blvd Saint Leonard QC H1P2B7 514-259-5355 SOUTH CAROLINA Moseley, Chris 1270 Bower Pkwy Ste C8 Columbia SC 29212 803-419-8303 Cleveland, Robert 2111 N Pleasantburg Dr Greenville SC 29609 864-242-2424 Cason, Seth & Richardson, Bi 1035 Johnnie Dodds Blvd A-4 Mt Pleasant SC 29464 843-388-2600 PLAY IT AGAIN SPORTS AS OF DECEMBER 28, 2013

Franchisee Store Address City ST Zipcode Store Phone SOUTH CAROLINA Gore, Larry 206 W Blackstock Rd Spartanburg SC 29301 864-595-9911 SOUTH DAKOTA Thomson, Jim 660 N LaCrosse St Rapid City SD 57701 605-341-7529 TENNESSEE Wilburn, Margaret 1701 Mallory Lane Ste 350 Brentwood TN 37027 615-661-1107 Rader, Doyle 121 Terminal Rd Clarksville TN 37040 931-645-8033 Wilburn, Margaret 201 N Anderson Lane Hendersonville TN 37075 615-822-6633 Olive, Jonathan 123 North Seven Oaks Dr Knoxville TN 33922 865-531-7711 Tribble, Oliver 520 N Thompson Lane Murfreesboro TN 37129 615-895-7529 Harlow, Steve 73 White Bridge Rd Unit 4G Nashville TN 37205 615-354-5778 TEXAS TX 78757 512-451-8976 Dorf, Scott 2933 W Anderson Lane Austin Dorf, Scott 4107 S Capital of TX Hwy Ste 200 Austin TX 78704 512-444-2270 Mitchell, David 4815 50th St Lubbock TX 79414 806-788-0144 Heisser, Jason 1434 N Central Expy Ste 109 McKinney TX 75070 469-424-1715 Thrasher, Phil 3115 W Parker Rd Ste 470 Piano TX 75023 972-612-1101 UTAH Arnoff, Rich 934 N State St #105 Orem UT 84057 801-226-0909 Hicks, Bill 6910 S Highland Dr Salt Lake City UT 84121 801-944-0094 Hicks, Bill 2120 S 700 E Salt Lake City UT 84106 801^66-4499 VIRGINIA 22901 434-973-2638 Crews, Troy 1885 Seminole Trail Charlottesville VA Gaston, Hal 1220 Greenbrier Pkwy Suite 130 Chesapeake VA 23320 757-382-9592 Poff, Jonathon 250 Peppers Ferry Rd NW Christiansburg VA 24073 540-381-1261 Donohue, Michael 1281 Jefferson Davis Hwy Fredericksburg VA 22401 540-374-9284 Payne, Dan 59 Catoctin Circle NE Leesburg VA 20176 703-777-3043 Conner, Jeff 1033 Woodberry Square PI Lynchburg VA 24502 434-385-5811 Gaston, Hal 12132 - B Jefferson Avenue Newport News VA 23602 757-890-8970 Preston, Freddie 8003 W Broad St Richmond VA 23294 804-527-1988 Duus, Chick 4082 Electric Rd Roanoke VA 24018 540-774-6809 Werth, Patty 2720 N Mall Dr Virginia Beach VA 23452 757-431-4448 VERMONT Macdonald, Duncan 150 Dorset St South Burlington VT 05403 802-865-3021 WASHINGTON Bauman, Greg 19509 Hwy 99 Ste 120 Lynnwood WA 98036 425-670-1184 Scott, Robert 8628 36th Ave NE Marysville WA 98270 360-653-9777 Jones, Ron 17622 108th Ave SE Renton WA 98055 425-227-8777 Paterson, Dave 1304 Stewart St Seattle WA 98109 206-264-9255 Bauter, Jackie 8101 NEPkwy DrSteAl Vancouver WA 98662 360-260-9440 Bauman, Rick 13210 NE 175th St Woodinville WA 98072 425-481-8676 mm& • K • WISCONSIN Wl 54911 920-735-0432 Herron, Shane & Tammy 611 W Northland Ave Appleton Irvine, Frank 3015 E Hamilton SteC Eau Claire Wl 54701 715-834-0602 Hendricks, Mike 2270 S Ridge Rd Green Bay Wl 54303 920-497-1420 Cherney, Michael 7499 W Layton Ave Greenfield Wl 53220 414-282-1007 Mohnson , Keith Kenosha Wl Shaw, Nathan 4254 Mormon Coulee Rd La Crosse Wl 54601 608-784-4949 Jacobson, Jeff 4640 E Washington Ave Madison Wl 53704 608-441-2640 Jacobson, Jeff 6674A Odana Road Madison Wl 53719 608-824-3920 Hendricks, Mike 1830SKoeller Rd Oshkosh Wl 54902 920-231-5200 PLAY IT AGAIN SPORTS AS OF DECEMBER 28, 2013

Franchisee Store Address ST Zipcode Store Phone WISCONSIN McCulloch, Brian 10111 W Capitol Dr Wauwatosa Wl 53222 414-461-5600 WEST VIRGINIA Syrylo, Brian 115 Bridge St Plaza Wheeling WV 26003 304-243-1477

"STORE NOT OPEN EXHIBIT B

List of Terminated Franchises

{TH7277.DOC PLAY IT AGAIN SPORTS LIST OF TERMINATED FRANCHISEES AS OF 12/28/13 AND FRANCHISEES WHO HAVE NOT COMMUNICATED WITH WINMARK WITHIN THE 10-WEEK PERIOD BEFORE THE ISSUANCE DATE OF THIS DISCLOSURE DOCUMENT

LAST KNOWN NAME FIRST HOME CITY STATE BUSINESS REASON PHONE Blessing/McNulty Brett & Tracy, Randy Springdale AR 479-419-5030 Termination Ferroni Stephen & Pilar San Jose CA 408-265-4913 Termination Schneeberger Todd Fort Collins CO 970-568-9131 Non-Renewal Fortin (2) Sandy & Judy Lakeland FL 863-683-4617 Termination Fortin Sandy &judy Lakeland FL 863-683-4617 Transfer Geimer Marlin Davie FL 954-704-3700 Termination Matthews/Gann William/Jerry Stone Mountain GA 770-414-9431 Transfer Suchomel Christopher & Teresa Iowa City IA 319-366-8664 Transfer Carroll John & Cathy Homer Glen IL 708-301-5884 Termination Shapiro Adam, Mark & JoAnne Dedham MA 631-470-2446 Termination Carpenter James & Patricia Lewes MD 302-645-8334 * Termination Furuta/Murphy Clyde, Elizabeth Washington MI 586-598-7700 Termination Jose/Carlos David/Jeffrey Mineola NY 516-857-4286 Termination Terry William & Kathleen Whitby ON 905-728-8881 Termination Pacey/Neilson/Patterson/Hughey Philip/Andrew/Donald/Ronald Belleville ON 705-741-6110 Termination Pacey/Neilson/Patterson/Hughey Philip/Andrew/Donald/Ronald Belleville ON 705-741-6110 Non-Renewal Warchol Michael Reading PA 610-970-0226 Termination Greenbaum/Marceaux Bram/Francois Montreal QC 514-488-8389 Termination Masters Chad & Robert Aberdeen SD 516-857-4286 Termination Martin Michael & Kellye Chattanooga TN 423-267-0609 Termination Jones Melvin & Louise Richardson TX 972-234-0337 Transfer Adams Teny, James & Jennifer Fort Worth TX 817-292-6804 Termination Stephenson Michael & Nga Frisco TX 972-335-0782 Termination Buttle Darrin & Jennifer St George UT 435-688-1761 Tennination

* Store is located in Delaware

If you buy a Play It Again Sports® franchise, your contact information may be disclosed to other buyers when you leave the System.

{JS5983.DOC } EXHIBIT C

Winmark's Audited Consolidated Financial Statements

{TH7277.DOC GrantThornton

Grant Thomton LLP 200 S 6th Street, Suite 1400 Report of Independent Registered Public Accounting Firm Minneapolis, MN 55402-1459 T 612.332.0001 Board of Directors and Shareholders LwKGrmmomton.com Winmark Corporation

We have audited the accompanying consolidated balance sheets of Winmark Corporation (a Minnesota corporation) and subsidiaries (the "Company") as of December 28, 2013 and December 29, 2012, and the related consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended December 28, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Winmark Corporation and subsidiaries as of December 28, 2013 and December 29, 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 28, 2013 in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 28, 2013, based on criteria established in the 1992 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 12, 2013 expressed an unqualified opinion.

&, (ZArJT (HofWlbfJ LLP

Minneapolis, Minnesota March 12, 2014

Grant Thornton LLP U.S. member firmo t Grant Thornton IntemaOonai LU. WINMARK CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets

December 28, 2013 December 29, 2012 ASSETS Current Assets: Cash and cash equivalents $ 10,642,600 $ 2,233,400 Marketable securities 736,500 85,900 Receivables, less allowance for doubtful accounts of $4,300 and $17,300 1,205,500 1,237,100 Net investment in leases - current 17,239,900 13,461,200 Income tax receivable 166,500 1,400,700 Inventories 96,700 71,200 Prepaid expenses 587300 445.200 Total current assets 30,675,000 18,934,700 Net investment in leases - long-term 20,301,400 22,697,100 Property and equipment: Fumiture and equipment 2,728,800 2,509,200 Building and building improvements 1,423,200 1,171,200 Less - accumulated depreciation and amortization (2.769.800) (2.450.900) Property and equipment, net 1.382.200 1.229,500 Other assets 677,500 677,500 $ 53.036.100 S 43.538.800

LIABILITIES AND SHAREHOLDERS* EQUITUITY Current Liabilities: Line of credit $ $ 10,800,000 Accounts payable 2,441,400 2,203,700 Accrued liabilities 1,233,100 1,421,100 Discounted lease rentals 424,900 896,800 Deferred revenue 2,199,900 1,641,700 Deferred income taxes 4,208.200 3.549.900 Total current liabilities 10,507,500 20,513,200 Long-term Liabilities: Discounted lease rentals 277,400 177,900 Deferred revenue 1,180,700 953,000 Other liabilities 1,489,000 1,372,400 Deferred income taxes 1.436,800 2.594.300 Total long-term liabilities 4,383,900 5,097,600 Commitments and Contingencies Shareholders' Equity: Common stock, no par, 10,000,000 shares authorized, 5,143,530 and 4,996,459 shares issued and outstanding 2,949,500 Accumulated other comprehensive loss (4,100) (4,000) Retained earnings 35.199.300 17.932.000 Total shareholders' equity 38.144.700 17.928.000 % 53,036.100 % 43.538.800

The accompanying notes are an integral part of these consolidatedfinancial statements. WINMARK CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations

Fiscal Year Ended December 28, 2013 December 29, 2012 December 31,2011 REVENUE: Royalties $ 36,344,100 $ 33,760,200 $ 30,360,600 Leasing income 14,524,100 13,211,800 16,364,700 Merchandise sales 2,327,100 2,750,700 2,481,600 Franchise fees 1,459,300 1,291,000 1,081,200 Other 1.076,600 929,400 1,046,900 Total revenue 55,731,200 51,943,100 51,335,000 COST OF MERCHANDISE SOLD 2,205,700 2,621,500 2,366,400 5,115,800 LEASING EXPENSE 1,592,000 1,789,800 PROVISION FOR CREDIT LOSSES (44,700) (47,600) (43,400) SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 22.198.200 20,280.300 19.048.600 Income from operations 29,780,000 27,299,100 24,847,600 LOSS FROM EQUITY INVESTMENTS - (2,492,900) (515,800) IMPAIRMENT OF INVESTMENT IN NOTES - (1,324,400) (883,100) (112,000) INTEREST EXPENSE (213,500) (392,300) INTEREST AND OTHER INCOME 23.400 66.000 44.900 Income before income taxes 29,589,900 23,155,500 23,381,600 PROVISION FOR INCOME TAXES (11.358,300) (10.217,600) (9.286.600) 14.095.000 NET INCOME 18.231.600 $ 12.937.900 % EARNINGS PER SHARE - BASIC $ 3.60 s 2.57 .$ 283 EARNINGS PER SHARE - DILUTED $ 3.48 L 2.47 % 269 WEIGHTED AVERAGE SHARES OUTSTANDING -• BASIC 5.068.975 5.027.509 4.979.036 WEIGHTED AVERAGE SHARES OUTSTANDING -- DILUTED 5.241.121 5.237.671 5.238.412

The accompanying notes are an integral part ofthese consolidatedfinancial statements. WINMARK CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Fiscal Year End December 28, 2013 December 29, 2012 December 31, 2011

NET INCOME $ 18.231.600 $ 12.937.900 $ 14.095.000 OTHER COMPREHENSIVE INCOME (LOSS), BEFORE TAX: Unrealized net gains (losses) on marketable securities: Unrealized holding net gains (losses) arising during period (100) (6,500) 28,000 Reclassification adjustment for net gains included in net income i (28.000-) OTHER COMPREHENSIVE INCOME (LOSS), BEFORE TAX QOO) (34.500) 28.000 INCOME TAX (EXPENSE) BENEFIT RELATED TO ITEMS OF OTHER COMPREHENSIVE INCOME: Unrealized net gains/losses on marketable securities: Unrealized holding net gains/losses arising during period 2,500 (11,000) Reclassification adjustment for net gains included in net income : 11-000 INCOME TAX (EXPENSE) BENEFIT RELATED TO ITEMS OF OTHER COMPREHENSIVE INCOME = 13.500 (11.000) OTHER COMPREHENSIVE GAIN (LOSS), NET OF TAX Q00) (21.000) 17.000 COMPREHENSIVE INCOME $ 18.231.500 £ 12,916,900 S 14,U2,0Q0

The accompanying notes are an integral part of these consolidatedfinancial statements. WINMARK CORPORATION AND SUBSIDIARIES Consolidated Statements of Shareholders' Equity Fiscal years ended December 28, 2013, December 29, 2012 and December 31, 201

Accumulated Other Common Stock Retained Comprehensive Shares Amount Earnings Income (Loss) Total $ 23,013,000 BALANCE, December 25, 2010 5,020,739 513,700 $ 22,499,300 $ (3,527,200) Repurchase of common stock (99,494) (1,942,400) (1,584,800) Stock options exercised and related 1,302,800 tax benefits 66,398 1,302,800 Compensation expense relating to 755,700 stock options 755,700 (547,600) (547,600) Cash dividends 14.095.000 17,000 14.112.000 Comprehensive income 34.461.900 17,000 35.108,700 BALANCE, December 31,2011 4.987.643 629.800 (3,345,400) (7,220,300) Repurchase of common stock (134,720) (3,874,900) Stock options exercised and related 2,314,900 tax benefits 143,536 2,314,900 Compensation expense relating to 930,200 930,200 stock options (26,122,400) (26,122,400) Cash dividends 12.937.900 (21,000) 12.916.900 Comprehensive income (loss) 17.932.000 (4.000) 17.928.000 BALANCE, December 29, 2012 4.996.459 (1,854,900) (1,854,900) Repurchase of common stock (28,422) Stock options exercised and related 3,650,800 3,650,800 tax benefits 175,493 Compensation expense relating to 1,153,600 stock options 1,153,600 (964,300) (964,300) Cash dividends 18.231.500 Comprehensive income 18,231,600 (100) BALANCE, December 28, 2013 5.143.530 S 2.949.500 S 35.199.300 % (4.100) $ 38,144,700

The accompanying notes are an integral part ofthese consolidatedfinancial statements. WINMARK CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows

Fiscal Year Ended December 28, 2013 December 29, 2012 December 31, 2011

OPERATING ACTIVITIES: $ 14,095,000 Net income $ 18,231,600 $ 12,937,900 Adjustments to reconcile net income to net cash provided by operating activities: 479,100 Depreciation 431,500 433,300 (43,400) Provision for credit losses (44,700) (47,600) 755,700 Compensation expense related to stock options 1,153,600 930,200 3,331,600 Deferred income taxes (499,200) 324,300 (58,000) Gain on sale of marketable securities (25,200) (21,200) Loss from disposal ofproperty and equipment 300 515,800 Loss from equity investments 2,492,900 883,100 Impairment of investment in notes 1,324,400 (337,800) Deferred initial direct costs (444,400) (728,000) 539,500 Amortization of deferred initial direct costs 539,900 574,000 (249,500) Tax benefits on exercised stock options (413,600) (884,300) Change in operating assets and liabilities: Receivables 31,600 79,100 317,600 Income tax receivable/payable 1,647,800 (386,400) 416,700 Inventories (25,500) (2,700) 17,400 Prepaid expenses (142,100) (83,200) 20,600 Accounts payable 237,700 743,400 186,100 Accrued and other liabilities (158,300) (194,200) (456,400) Rents received in advance and security deposits 342,300 142,100 (40,700) (32,000) Other assets Deferred revenue 785.900 538.000 247.400 Net cash provided by operating activities 21.648,900 18.172.300 20.587.800 INVESTING ACTIVITIES: Purchase of long-term equity investments „ (1,000,000) Proceeds from sale of marketable securities 774,400 1,527,700 1,165,600 Purchase of marketable securities (1,399,900) (583,100) (1,962,400) Purchase of property and equipment (396,400) (188,300) (168,000) Purchase of equipment for lease contracts (20,727,100) (23,792,800) (20,378,400) Principal collections on lease receivables 17.755.900 16.886,700 20.090.400 Net cash used for investing activities (3.993.100) (6.149.800) (2.252.800) FINANCING ACTIVITIES: Proceeds from borrowings on line of credit 2,000,000 25,100,000 3,000,000 Payments on line of credit (12,800,000) (14,300,000) (11,800,000) Repurchases of common stock (1,854,900) (7,220,300) (3,527,200) Proceeds from exercises of stock options 3,237,200 1,430,600 1,053,300 Dividends paid (964,300) (26,122,400) (547,600) Proceeds from discounted lease rentals 721,800 1,418,600 - Tax benefits on exercised stock options 413.600 884,300 249.500 Net cash used for financing activities (9.246.600) (18.809.200) (11.572,000) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 8,409,200 (6,786,700) 6,763,000 CASH AND CASH EQUIVALENTS, beginning of year 2.233,400 9.020,100 2.257,100 CASH AND CASH EQUIVALENTS, end of year $ 10,642,600 S_ 2,23Mm $ 9,020,100 SUPPLEMENTAL DISCLOSURES: Cash paid for interest S 217.500 S 341.100 S 162.500 Cash paid for income taxes $ 10.135.100 £ 10.291.200 $ 5.203.100 Non-cash landlord leasehold improvements S 187.800 S $

The accompanying notes are an integral part of these consolidatedfinancial statements. WINMARK CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements December 28, 2013, December 29, 2012 and December 31, 2011

1. Organization and Business: Winmark Corporation and subsidiaries (the Company) offers licenses to operate franchisesusin g the service marks Plato's Closet®, Play It Again Sports®, Once Upon A Child®, Music Go Round® and Style Encore®. In addition, the Company sells point-of-sale system hardware to its franchisees and certain merchandise to its Play It Again Sports franchisees. The Company also operates both middle market and small-ticket equipment leasing businesses under the Winmark Capital® and Wirth Business Credit® marks. The Company has a 52/53-week fiscal year that ends on the last Saturday in December. Fiscal years 2013 and 2012 were a 52-week fiscal years and fiscal year 2011 was a 53-week fiscal year.

Following is a summary of our franchising activity for the fiscal year ended December 28, 2013:

12/29/12 OPENED CLOSED 12/28/13 Plato's Closet Franchises - US and Canada 354 39 (2) 391 Once Upon A Child Franchises - US and Canada 266 20 (4) 282 Plav It Again Sports Franchises - US and Canada 315 6 (21) 300 Music Go Round Franchises - US 33 1 (5) 29 Stvle Encore Franchises - US - 3 - 3 Total Franchised Stores 968 69 (32) 1,005 2. Significant Accounting Policies: Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Winmark Capital Corporation, Wirth Business Credit, Inc. and Grow Biz Games, Inc. All material inter-company transactions have been eliminated in consolidation. The consolidated financial statements also include the Company's investment in and share of net earnings or losses for its investment in Tomsten, Inc. ("Tomsten"), which is recorded using the equity method of accounting.

Cash Equivalents

Cash equivalents consist of highly liquid investments with an original maturity of three months or less when purchased. Cash equivalents are stated at cost, which approximates fair value. As of December 28, 2013 and December 29, 2012, the Company had $55,700 and $107,400 of cash located in Canadian banks. The Company holds its cash and cash equivalents with financial institutions and at times, such balances may be in excess of insurance limits. WINMARK CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements December 28, 2013, December 29, 2012 and December 31, 2011

Receivables The Company provides an allowance for doubtful accounts on trade receivables. The allowance for doubtful accounts was $4,300 and $17,300 at December 28, 2013 and December 29, 2012, respectively. If receivables in excess ofthe provided allowance are determined uncollectible, they are charged to expense in the year the determination is made. Trade receivables are written off when they become uncollectible (which generally occurs when the franchise terminates and there is no reasonable expectation of collection), and payments subsequently received on such receivable are credited to the allowance for doubtful accounts. Historically, receivables balances written off have not exceeded allowances provided.

Investment in Leasing Operations

The Company uses the direct finance method of accounting to record income from direct fmancing leases. At the inception ofa lease, the Company records the minimum future lease payments receivable, the estimated residual value ofthe leased equipment and the unearned lease income. Initial direct costs related to lease originations are deferred as part ofthe investment and amortized over the lease term. Unearned lease income is the amount by which the total lease receivable plus the estimated residual value exceeds the cost ofthe equipment.

Leasing Income Recognition

Leasing income for direct financing leases is recognized under the effective interest method. The effective interest method of income recognition applies a constant rate of interest equal to the internal rate of return on the lease Generally, when a lease is more than 90 days delinquent (when more than three monthly payments are owed), the lease is classified as being on non-accrual and the Company stops recognizing leasing income on that date. Payments received on leases in non-accrual status generally reduce the lease receivable. Leases on non- accrual status remain classified as such until there is sustained payment performance that, in the Company's judgment, would indicate that all contractual amounts will be collected in full.

In certain circumstances, the Company may re-lease equipment in its existing portfolio. As this equipment may have a fair value greater than its carrying amount when re-leased, the Company may be required to account for the lease as a sales-type lease. At inception ofa sales-type lease, revenue is recorded that consists ofthe present value ofthe future minimum lease payments discounted at the rate implicit in the lease. In subsequent periods, the recording of income is consistent with the accounting for a direct financing lease.

For leases that are accounted for as operating leases, income is recognized on a straight-line basis when payments under the lease contract are due.

Leasing Expense

Leasing expense includes the cost offinancing equipment purchases, the cost of equipment sales as well as depreciation expense for operating lease assets. Additionally, at inception of a sales-type lease, cost is recorded that consists ofthe equipment's book value, less the present value of its residual and is included in leasing expense. WINMARK CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements December 28, 2013, December 29, 2012 and December 31, 2011

Initial Direct Costs

The Company defers initial direct costs incurred to originate its leases in accordance with applicable accounting guidance. The initial direct costs deferred are part of the investment in leasing operations and are amortized using the effective interest method. Initial direct costs include commissions and costs associated with credit evaluation, recording guarantees and other security arrangements, documentation and transaction closing.

Lease Residual Values

Residual values reflect the estimated amounts to be received at lease termination from sales or other dispositions of leased equipment to unrelated parties. The leased equipment residual values are based on the Company's best estimate.

Allowance for Credit Losses The Company maintains an allowance for credit losses at an amount that it believes to be sufficient to absorb losses inherent in its existing lease portfolio as of the reporting dates. Leases are collectively evaluated for potential loss. The Company's methodology for determining the allowance for credit losses includes consideration of the level of delinquencies and non-accrual leases, historical net charge-off amounts and review of any significant concentrations.

A provision is charged against earnings to maintain the allowance for credit losses at the appropriate level. Ifthe actual results are different fromth e Company's estimates, results could be different. The Company's policy is to charge-off against the allowance the estimated unrecoverable portion of accounts once they reach 121 days delinquent. Inventories The Company values its inventories at the lower of cost, as determined by the weighted average cost method, or market. Inventory consists of computer hardware and related accessories. Impairment of Long-lived Assets and Investments The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying amount of the asset exceeds expected undiscounted future cash flows, the Company measures the amount of impairment by comparing the carrying amount of the asset to its fair value. The Company evaluates its long-term equity investments for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying amount may not be recoverable. The impairment, if any, is measured by the difference between the assets' carrying amount and their fair value (as prescribed by applicable accounting guidance), based on the best information available, including market prices, discounted cash flow analysis or other fmancial metrics that management utilizes to help determine fair value. WINMARK CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements December 28, 2013, December 29, 2012 and December 31, 2011

The Company evaluates its long-term note investments for impairment on an annual basis or whenever events or changes in circumstances indicate that it is probable that the Company will be unable to collect all amounts due according to the contractual terms ofthe notes. The impairment, if any, is measured by the difference between the recorded investment in the notes, including accrued interest, and the present value of expected fiiturecas h flows discounted at the effective interest rate ofthe notes (as prescribed by applicable accounting guidance), based on the best information available to management. Once a note investment is deemed impaired, any significant change in the amount or timing ofthe expected or actual cash flows requires recalculation ofthe impairment applying the procedures described above.

Property and Equipment Property and equipment is stated at cost. Depreciation and amortization for financial reporting purposes is provided on the straight-line method. Estimated useful lives used in calculating depreciation and amortization are- three to five years for computer and peripheral equipment, five to seven years for fumiture and equipment and the shorter ofthe lease term or useful life for leasehold improvements. Major repairs, refurbishments and improvements which significantly extend the usefiil lives ofthe related assets are capitalized. Maintenance and repairs, supplies and accessories are charged to expense as incurred.

Goodwill The Company reviews its goodwill for impairment at its fiscal year end or whenever events or changes in circumstances indicate that there has been impairment in the value of its goodwill. No impairment was noted during the years ended December 28,2013 and December 29, 2012. Goodwill of $607,500 .s mc uded m oAer assetsin the consolidated balance sheets at December 28, 2013 and December 29, 2012, and is all attributable to the Franchising segment.

Use of Estimates The preparation of financial statements in conformity with generally accepted U.S. accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date ofthe financial statements and the reported amounts of revenues and expenses during the reporting period. The ultimate results could differ from those est.matesjhe most significant estimates relate to allowance for credit losses and impairment of long-term investments. 1 hese estimates may be adjusted as more current information becomes available, and any adjustment could be significant.

Advertising Advertising costs are charged to operating expenses as incurred. Advertising costs were $185,300, $137,200 and $175,800 for fiscal years 2013, 2012 and 2011, respectively.

Accounting for Stock-Based Compensation The Company recognizes the cost ofall share-based payments to employees, including grants of employee stock options, in the consolidated financial statements based on the grant date fair value of those awards. This cost is recognized over the period for which an employee is required to provide service in exchange for the award. WINMARR CORPORATION AND SUBSIDIAR^S

Notes Io Ihe Consohd^dPmanc^S^men^ Oeeemher^2^0eeember^^2^0eeemher34^1

The Company eslimales Ihe lauvalue of options granted usingl^^ Company estimates the volatility ofits eonmionstoek atthe date of grant hased on its his^ The Company'sdeeision to nse historical volatile eonnnon stock The Company estimates the expected term hased npon historical option exer^ interest rate assamption is hased on observed interest rates tbr the expected term. The Company nses historical data to estimate pre-vesting option tbrteit^res and record share-based compensation expense only tbr^ awards that are expected to vest. Por options granted, the Company amortizes the tairvalneonastraight-line basis. All options are amortized over the vesting periods.

^^^^^c^^^

The Company collects royalties trom each retails Company recognizes royalties as revenue when earned. The Company collects initial tranehise tees when Iranchise agreements are signed and recognizes the initial franchise fees as revenue when the fr^^ which is when the Company has pertormed substantially all initial services required The Company had deferred franchise fee revenue of^ Oecember^2012, respectively The Company recognizes deterred sofrware license fees overthelOyear lite ofthe initial franchise agreement. The Company had deferred sofrware license tees of$l,236,600 and $1,14^00 at December^2013 and ^ the product has been shipped to the franchisee.

^^T^

The Company'saccounting policy is to presenttaxes collected from customers and remitted to government authorities onanet basis.

^^c^^^^^^^^^

The Company may utilize its lease rentals receivable and underlying equipment as collateral to borrowfr financial institutions at tixed rates onanonrecourse basis. Inthe event ofadetaultbyacustomer, the tinancial institution hasafirst lien on the underlying leased equipment, with no turther recourse against th^ Proceeds from discounting are recorded onthe balance sheetas discounted lease rentals As customers make payments, lease income and interest expense are recorded and discounted lease rentals are reduced bythe effective interest method.

^^^^^^^^^

The Company calculates earnings per share by dividingnet income bythe weighted average number of shares of conmton stockoutstandingto arrive atthe Earnings Per Share^Basic The Company calculates Parn^ Share^Oiluted by dividing net income by the weighted average number of shares of coupon stock and dilutive stock equivalents from the potential exercise of stock options usingthe treasury stockmethod. WINMARK CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements December 28, 2013, December 29, 2012 and December 31, 2011

The following table sets forth the presentation of shares outstanding used in the calculation ofbasic and diluted earnings per share ("EPS"):

Year Ended December 28, 2013 December 29, 2012 December 31, 2011 Denominator for basic EPS - weighted average common shares 5,068,975 5,027,509 4,979,036 Dilutive shares associated with option plans 172.146 210,162 259,376 Denominator for diluted EPS - weighted average common shares and dilutive potential common shares 5,241,121 5.237.671 5,238,412 Options excluded from EPS calculation - anti-dilutive 30.450 30,115 31.614

Fair Value Measurements

The Company defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses three levels of inputs to measure fair value:

o Level 1 - quoted prices in active markets for identical assets and liabilities. o Level 2 - observable inputs other than quoted prices in active markets for identical assets and liabilities, o Level 3 - unobservable inputs in which there is little or no market data available, which require the reporting entity to develop its own assumptions.

The Company's marketable securities were valued based on Level 1 inputs using quoted prices.

The Company determined the fair value of its investment in Tomsten, Inc. to be zero based on Level 3 inputs using a discounted cash flow model which included inputs on future revenues, expenses and other cash flows. See Note 3.

Due to their nature, the carrying value of cash equivalents, receivables, long-term note investments, payables and debt obligations approximates fair value.

Reclassifications

Certain reclassifications of previously reported amounts have been made to conform to the current year presentation. Such reclassifications did not impact net income or shareholders' equity as previously reported.

3. Investments

Marketable Securities

The following is a summary of marketable securities classified as available-for-sale securities:

December 28, 2013 December 29, 2012 Cost Fair Value Cost Fair Value Equity securities $ 743,100 $ 736,500 $ 92,400 $ 85,900 WINMARK CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements December 28, 2013, December 29, 2012 and December 31,2011

The Company's unrealized gains and losses for marketable securities classified as available-for-sale securities in accumulated other comprehensive income (loss) are as follows:

Year Ended December 28, 2013 December 29, 2012 December 31, 2011 Unrealized gains $ 6,800 $ - $ 32,900 Unrealized losses (13.400) (6.500) (4,900) Net unrealized gains / (losses) S (6.600) S (6.500) $ 28,000

The Company's realized gains and losses recognized on sales of available-for-sale marketable securities are as follows: — Year Ended December 28.2013 December 29, 2012 December 31, 2011 Realized gains $ 25,200 $ 52,500 $ 58,600 Realized losses : (31,300) (600} Net realized gains / (losses) % 25.200 $ 21,200 $ 58,000

Amounts reclassified out of accumulated other comprehensive income into earnings is detennined by using the average cost ofthe security vvhen sold. Gross realized gains (losses) reclassified out of accumulated other comprehensive loss into earnings are included in Interest and Other Income (Expense) and the related tax benefits (expenses) are included in the Provision for Income Taxes lines of the Consolidated Statements of Operations.

Long-term Investments

Tomsten, Inc.

The Company has an investment in Tomsten, the parent company of "Archiver's" retail chain. The Company has invested a total of $8.5 million in the purchase of common stock of Tomsten (including $1.0 million invested in June 2011 pursuant to a Rights Offering by Tomsten), with such aggregate investment representing 22.0% ofthe outstanding common stock of Tomsten. The Company applies the equity method of accounting to this investment. During 2011 and the first half of 2012, the Company provided management services to Tomsten, and the Company's Chairman and Chief Executive Officer served on Tomsten's board of directors.

In 2012 and 2011, the Company recorded $697,300 and $515,800, respectively, for its pro-rata share of Tomsten's losses in the statement ofoperations on the line item captioned Loss from Equity Investments. During the fourth quarter of 2012, as part of its impairment analysis for Tomsten the Company determined that the carrying value of its investment was not expected to be recoverable from the future cash flow ofthe Tomsten business or the sale of its ownership stake and therefore recorded a $1.8 million impairment charge, bringing the carrying value ofthis investment to $0. On April 29, 2013, Tomsten filed a voluntary petition for reorganization under Chapter 11 ofthe United States Bankruptcy Code in Minnesota. WINMARK CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements December 28, 2013, December 29, 2012 and December 31, 2011

BridgeFunds, LLC

In 2004, the Company made a commitment to lend $2.0 million to BridgeFunds Limited at an annual rate of 12% pursuant to several senior subordinated promissory notes, and the commitment was fully funded by 2006. BridgeFunds Limited advances funds to claimants involved in civil litigation to cover litigation expenses. In 2007, in connection with raising capital, BridgeFunds Limited completed a restructuring where all assets and liabilities, including the warrant, were assigned to and assumed by BridgeFunds, LLC ("BridgeFunds"). In 2009, the Company entered into a modification agreement with BridgeFunds, whereby the maturity date ofall ofthe outstanding promissory notes was changed to September 30, 2010, the annual rate of interest on the notes was increased to 15% and monthly prepayments ofthe principal of such notes in an amount equal to Available Cash Flow (as defined within the agreements governing the notes) is required. In each of 2010, 2011 and 2012, the Company entered into amendments to the agreements governing the notes that extended the maturity date on the notes out by one year, respectively.

During 2011, 2012 and 2013, the Company received $28,300, $0 and $0, respectively, in payments of interest and did not receive any payments of principal on the notes. The Company stopped accruing interest on this investment as of September 30, 2010. The Company has deemed this investment to be impaired, and in evaluating the investment for impairment has determined that its present value of expected future cash flows, discounted at the effective interest rate on the notes of 15%, is less than the recorded investment in the notes. In developing its estimate of expected future cash flows, the Company used certain information obtained from BridgeFunds conceming existing liabilities, claimant cases outstanding, historical default rates and settlement discounts on claimant advances, and made certain assumptions regarding the timing of case settlements, the payment of future liabilities and future default and settlement discount rates. The Company recognized $0.9 million and $1.3 million in impairment charges during 2011 and 2012, respectively, and established a corresponding valuation allowance that reduced the net investment balance to $0 at December 29, 2012. The Company has maintained the net investment balance of $0 as of December 28, 2013, as it does not expect to receive any cash flows from this investment.

4. Investment in Leasing Operations:

Investment in leasing operations consists of the following: December 28, 2013 December 29, 2012 Direct fmancing and sales-type leases: Minimum lease payments receivable $ 35,450,900 $ 33,094,100 Estimated residual value of equipment 4,348,800 2,925,900 Unearned lease income net of initial direct costs deferred (4,963,400) (5,155,400) Security deposits (3,325,600) (2,882,400) Equipment installed on leases not yet commenced 6.718,000 8.443,600 Total investment in direct fmancing and sales-type leases 38,228,700 36,425,800 Allowance for credit losses (822.700) (775.800) Net investment in direct fmancing and sales-type leases 37,406,000 35,650,000 Operating leases: Operating lease assets 1,353,500 1,564,300 Less accumulated depreciation and amortization (1.218.200) (1.056,000) Net investment in operating leases 135,300 508.300 Total net investment in leasing operations % 37.541.300 % 36.158.300 WINMARK CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements December 28, 2013, December 29, 2012 and December 31, 2011

As of December 28, 2013, the $37.5 million total net investment in leases consists of $17.2 million classified as current and $20.3 million classified as long-term. As of December 29, 2012, the $36.2 million total net investment in leases consists of $13.5 million classified as current and $22.7 million classified as long-term

As of December 28, 2013 and December 29, 2012, no customer had leased assets totaling more than 10% ofthe Company's total assets.

Future minimum lease payments receivable under lease contracts and the amortization of unearned lease income, net of initial direct costs deferred, is as follows as of December 28, 2013:

Direct Financing and Sales-Type Leases Operating Leases Minimum Lease Income Minimum Lease Fiscal Year Payments Receivable Amortization Payments Receivable 2014 $ 21,314,700 $ 3,869,500 ' $ 287,600 2015 11,257,700 1,002,100 76,800 2016 2,876,700 91,700 2017 1,800 100 2018 Thereafter £ 35.450.900 $ 4,963,400 $ 364.400

The activity in the allowance for credit losses for leasing operations during 2013, 2012 and 2011, respectively, is as follows:

December 28, 2013 December 29, 2012 December 31,2011

Balance at beginning of period 775,800 $ 803,800 $ 907,800 Provisions charged to expense (44,700) (47,600) (43,400) Recoveries 127,500 251,000 349,700 Deductions for amounts written-off (35.900) (231.400) (410.300) Balance at end of period 822.700 S 775,800 fi 803.800

The Company's investment in direct financing and sales-type leases ("Investment In Leases") and allowance for credit losses by loss evaluation methodology are as follows:

December 28, 2013 December 29, 2012 Investment Allowance for Investment Allowance for In Leases Credit Losses In Leases Credit Losses Collectively evaluated for loss potential $ 38,228,700 $ 822,700 $ 36,425,800 $ 775,800 Individually evaluated for loss potential : Total fi 38.228.700 * 822.700 $ 36.425.800 $ 775.800 WINMARK CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements December 28, 2013, December 29, 2012 and December 31, 2011

The Company's key credit quality indicator for its investment in direct financing and sales-type leases is the status ofthe lease, defined as accruing or non-accrual. Leases that are accruing income are considered to have a lower risk of loss. Non-accrual leases are those that the Company believes have a higher risk of loss. The following table sets forth information regarding the Company's accruing and non-accrual leases. Delinquent balances are determined based on the contractual terms of the lease.

December 28, 2013 0-60 Days 61-90 Days Over 90 Days Delinquent Delinquent Delinquent and and Accruing and Accruing Accruing Non-Accrual Total Middle-Market $ 36,716,100 $ $ $ 416,400 $ 37,132,500 Small-Ticket 1.096,200 1.096.200 Total Investment in Leases S 37.812.300 $ $ $ 416.400 % 38.228.700

December 29, 2012 0-60 Days 61-90 Days Over 90 Days Delinquent Delinquent Delinquent and and Accruing and Accruing Accruing Non-Accrual Total Middle-Market 34,901,300 $ Small-Ticket 1-517.700 6.800 1.524.500 Total Investment in Leases $ 36,419,000 k L fi 6.800 $ 36.425,800

5. Receivables:

The Company's current receivables consisted of the following:

December 28, 2013 December 29, 2012 Trade $ 17,700 20,800 Royalty 1,150,200 1,074,600 Other 37.600 141.700 fi 1.205.500 S 1.237.

The activity in the allowance for doubtful accounts for trade receivables is as follows:

December 28, 2013 December 29, 2012 December 31, 2011

Balance at beginning of year $ 17,300 15,100 $ 17,400 Provisions charged to expense (3,800) 2,900 (2,200) Deductions for amounts written-off (9.200) (700) noo) Balance at end of year $ 4.300 $ 17.300 $ 15.100

As part ofits normal operating procedures, the Company requires Standby Letters of Credit as collateral for a portion ofits trade receivables. WINMARK CORPORATION AND SUB^IARIFS

Noies Io Ihe Consolidated Pinancial Slalemenls Deeeniher^201^Oeeemher^2012andDeeemher342011

6. Shareholder E^mly:

^^^^

In 2015,die Company declared and paid quarterly eash dividends totaling $^19persha^ In 2012, the Company declared and paid quarterly cash dividends totaling $0.15per share ($0.75 mi^ $5.00 pershare special cash dividend(the "2012 SpecialOividend^.The 2012 Special Dividend ^^^^^ million and was financed hyacomhinalion of cash on hand as well as net horrowings under the Tine ofCredit of $12.8 million. (See Note7^"LineofCredit^.

In 2011, the Company declared and paid quarterly cash dividends totaling $011per share ($0 55 million)

^^^c^^^C^^B^^^^c^ In 2013,the Company repurchased 28,422 shares for an aggregate purchase price of$1.9 million or $65.26 per share. In 2012, the Companyrepurchased 134,720 shares Ibr an aggregate purchase price of$72million or $53.60 per shareln2011,Ihe Company repurchased 99,494 shares Ibr an aggregate purchase price of$35 million or $35.45 per share. Under the Board ofDirectors'authorization, as ofDecember 28, 2013 the Company has the ability to repurchase an additional 332,730 shares ofits common stock. Repurchases may be made fiom time to time at prevailing prices, sul^ect to certain restrictions on volume, pricing and tim^

^^c^^^^^^^

The Company had authorized up to 750,000 shares of conm^on stock be reserved for granting eithernonqualifie^ or incentive stock options to officers and key employees under the Company's2001 Stock Option Plan ("the 2001 Plan").The 2001 Plan expired on February 20, 2011 The Company has authorized up to 250,000 shares o conmton stock to be reserved for granting either nonqualified or incentive stock options to officers and key employees underthe Company's2010Stock Option Plan(the"2010Plan")

Orants underthe 2001 Plan and 2010Plan are made bythe Board ofDirectorsoraBoarddesignated committee ataprice of not less than100% of the fair market value on the date of grant. Ifan incentive stock option is granted to an individual who owns more than 10% ofthe voting rights ofthe Company'scommon stock, the option exercise price may not be less than110% of the lair market value on the date of grant. The term ofthe options may not exceedlOyears, except in the case of nonqualified stock options, whereby the terms are established bythe Board ofDirectorsoraBoarddesignatedcon^ittee Options may be exercisable in in installments, as determined by the Board ofDirectorsoraBoard-designated committee.

The Company also sponsorsaStock Option Plan tbr NonemployeeDirectors(the^onemployee Directors Plan") and has reservedatotalof300,000 shares Ibr issuance to directors ofthe Company who are not employees. WINMARK CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements December 28, 2013, December 29, 2012 and December 31, 2011

Stock option activity under the 2001 Plan, 2010 Plan and Nonemployee Directors Plan (collectively, the "Option Plans") as of December 28, 2013 was as follows:

Weighted Average Remaining Number of Weighted Average Contractual Life Shares Exercise Price (years) Intrinsic Value $ 7,571,000 Outstanding at December 25, 2010 644,220 $ 20.45 6.82 Granted 93,000 45.55 Exercised (68.606) 16.85 Outstanding at December 31,2011 668,614 24.31 6.62 22,101,800 Granted 120,000 54.26 Exercised (174.887) 19.77 Outstanding at December 29, 2012 613,727 31.46 7.06 16,010,000 Granted 96,250 71.39 Exercised (176,700) 18.82 Forfeited (6.565) 42.20 Outstanding at December 28, 2013 576,712 $ 42.87 7.11 fi 26.446.700 Exercisable at December 28, 2013 77\SSZ $ 29,61 6.12 fi 17.372.800

The fair value of options granted under the Option Plans during 2013, 2012 and 2011 were estimated on the date ofthe grant using the Black-Scholes option pricing model with the following weighted average assumptions and results:

Year Ended December 28, 2013 December 29, 2012 December 31, 2011 Risk free mterest rate 1.60% .88% 1.54% Expected life (years) 6 6 6 Expected volatility 32.9% 31.9% 28.3% Dividend yield 1.65% 2.05% .27% Fair value per option granted $ 20.36 S 13.43 S 13.35

Options outstanding as of December 28, 2013 are exercisable as follows:

Options Outstanding Options Exercisable Weighted Average Remaining Weighted Weighted Number Average Range of Number Contractual Life Average Exercise Price Exercise Price Outstanding (Years) Exercise Price Exercisable $ 13.84 $12.75 - $18.40 64,636 5.04 $ 13.84 64,636 24.70 20.32 - 31.19 115,326 5.31 25.37 103,449 65,618 37.72 32.92 - 51.17 134,250 7.60 40.80 40.184 54.65 53.34 - 82.72 212.500 8.96 62.51 526/712 JUi $ 42.87 = 273,887 $ 29.65 WINMARK CORPORATION ANDSUBSIDIARIES

Notes to the Consohdated financial Statements Deeemher^20^Oeeemher^^2andOeeemhet3420tl

The total tntrmste value ofopttons exercised dnrtng mtlhon, respectively The total tatrvalne of shares vested dating 201^^ million and $2.2 million, respectively.

Onrmg2013, 2012 and2011, optionholders snr^^ previously owned common stock as payment tbr option shares exercised as provided tbr hythe Option Plans All unexercised options at December 28,2013 have an exercise priee equal to the tair market value on the dateof^ grant. Compensation expense of$l,153,600, $930^ stock options granted was expensed to "Selling, Cenerai and Administrative Expenses" in 2013, 2012 and 2011^ respectively As ofOecember 28, 2013,the Company had $34millionoftotal unrecognized compensation expense related to stock options that is expected to be recognized overthe remaining weighted average vesting period ofapproximately 2.6 years.

^ LmeofCredit^

As ofOecember 28, 2013,there were no borrowings outstandingundertheCompany'srevolvingcredittacili^ withThePrivateBankandTrustCompanyandB^ Line ofCredit was amended to, among other things, provide the consent otthe lenders tbrthe payment ofthe 2012 Special Dividend, to amend certain tinancial covenant calculations to remove the ef^ct ofthe 201^ Dividend in such calculations, to increase the aggregate connnitments from $30.0 million to $35.0 m^^ extend the termination date fromJuly31,2014toPebrua^ 29,2016 (See Note 14^"SubsequentPve

The Line of Credit has been and will continue to be used for general corporate purposes.During 2012, th^ ofCreditwasusedtofrnanceinpartthe2012 Special Dividend(as indicated above). Borrowings under the Line of Credit are subject to certain borrowing base limitations, and the Line of Credit is secured byalienagam^^ substantially all of the Company'sassets, contains customary frnanciai conditions and covenants, and requ^ maintenance ofminimum levels ofdebt service coverage and tangible net worth and maximum levels ofleverage (all as detined within the Line ofCredit) As ofDecember 28, 2013,the Company was in compliance with all of itstinancialcovenantsandthe Company'sborrowing availability under the Line of Credit was $35.0 million(^^^ lesser ofthe borrowing base orthe aggregate commitments)

The Line of Credit allows the Company to choose between three interest rate options in connection with its borrowings. The interest rate options are the Base Rate, LIBOR and PixedRate(all as defrned within the Line of Credit) plus an applicable margin as ofDecember 28, 2013,of050%,275%and275%,respectively.^ periods tbr LIBOR borrowings can be one, two orthree months, and interest periods tbr Pixed Rate borrowi^^ can be one, two, three or tour years as selected by the Company. The Line ofCredit also provides for non utilization ^esofO.25% per annum on the daily average ofthe unused commitment.

^ Accrued Liahihties

Accrued liabilitiesatDecember28, 2013 andDecember29,2012 are as tbliows:

December 28, 2013 December 29, 2012 Accrued salaries, wages, commissions and bonuses $ 325,700 $ 516,900 Accrued vacation 219,200 211,200 Accrued interest 21,900 27,000 Other 666,300 666.000 $ 1-233.100 % 1.421.100 WINMARK CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements December 28, 2013, December 29, 2012 and December 31, 20

9. Discounted Lease Rentals

The Company utilized certain lease receivables and underlying equipment as collateral to borrow from financial institutions at a weighted average rate of 3.27% at December 28, 2013 on a non-recourse basis. As of December 28, 2013, $0.4 million ofthe $0.7 million liability balance is current.

10. Income Taxes:

A reconciliation of the expected federal income tax expense based on the federal statutory tax rate to the actual income tax expense is provided below: Year Ended December 28, 2013 December 29, 2012 December 31, 2011 Federal income tax expense at statutory rate (35%) $ 10,356,500 $ 8,104,400 $ 8,183,600 Valuation allowance 7,300 1,413,600 577,700 State and local income taxes, net of federal benefit 886,200 677,700 827,700 Permanent differences, including stock option expenses 113,000 60,200 (223,600) Other, net (4.700) (38.300) (78.800)

Actual income tax expense S 11,358,300 S 10T217,6QQ $ 9,286,600

Components of the provision for income taxes are as follows:

Year Ended December 28, 2013 December 29, 2012 December 31, 2011 Current: Federal $ 10,013,500 $ 8,332,400 $ 4,718,000 State 1,468,600 1,186,000 860,000 Foreign 375.400 374.900 377.000 Current provision 11.857.500 9,893,300 5.955.000 Deferred: Federal (449,300) 435,300 2,890,500 State (49.900) (111.000) 441.100 Deferred provision (499.200) 324.300 3.331.600 Total provision for income taxes $ 11.358.300 £ 10,217,600 $ 9.286.600 WINMARK CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements December 28, 2013, December 29, 2012 and December 31, 2011

The tax effects of temporary differences that give rise to the net deferred income tax assets and liabilities are presented below: December 28, 2013 December 29, 2012 Deferred tax assets: Accounts receivable and lease reserves $ 376,900 $ 368,600 Accrued restructuring charge 64,600 64,500 Non-qualified stock option expense 946,000 901,800 Deferred franchisean d software license fees 606,600 519,800 Trademarks 95,600 96,400 Lease deposits 1,263,600 1,093,200 Loss from and impairment of equity and note investments 4,081,600 4,074,300 Valuation allowance (4,081,600) (4,074,300) Other 328.200 301.800 Total deferred tax assets 3.681.500 3.346.100 Deferred tax liabilities: Lease revenue and initial direct costs (9,101,900) (9,267,900) Depreciation and amortization (224.600) (222,400) Total deferred tax liabilities (9.326.500) (9,490,300) Total net deferred tax liabilities S (5.645.000) S (6.144.200)

During the years ended December 28, 2013, December 29, 2012 and December 31, 2011, $413,600, $884,300 and $249,500 respectively, was directly credited to stockholders' equity to account for excess tax benefits related to stock option exercises.

The Company has assessed its taxable earnings history and prospective future taxable income. Based upon this assessment, the Company has determined that it is more likely than not that its deferred tax assets will be realized in future periods and no valuation allowance is necessary, except for the deferred tax assets related tb the loss from and impairment of equity and note investments (which are capital losses for tax purposes). As a result, valuation allowances of $4.1 million and $4.1 million as of December 28, 2013 and December 29, 2012, respectively, have been recorded.

The amount of unrecognized tax benefits, including interest and penalties, as of December 28, 2013 and December 29, 2012, was $398,000 and $323,400, respectively, primarily for potential foreign and state taxes.

The Company recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense for all periods presented. The Company had accrued approximately $14,300 and $11,100 for the payment of interest and penalties at December 28, 2013 and December 29, 2012, respectively.

The following table summarizes the activity related to the Company's unrecognized tax benefits:

Total Balance at December 31, 2011 $ 309,500 Increases related to current year tax positions 95,900 Subtractions for tax positions of prior years (2,800) Expiration of the statute of limitations for the assessment of taxes (90,300) Balance at December 29, 2012 312,300 Increases related to current year tax positions 111,500 Additions for tax positions of prior years 17,700 Expiration of the statute of limitations for the assessment of taxes (57.800) Balance at December 28, 2013 $ 383.700 WINMARK CORPORATION AND SUBSIDIARIES

Notes to the Consohd^dPinanci^S^men^ Oeeembet^20^Oeoemhet^20^^Oeoemher34^I

The Company^its subsidiaries tile ineome tax tetum^ ^urisdietious With tew exeeptious, we ate uo longer s^ taxexamiuatious hytaxauthoritiestbtyeats before 2009 The tute^ examination of outU^fedetaltaxtetum forthe fiscal yeatended2010iu2012We^^^ limitation to expire duringthe next 12 months Uue to the uncertain response oftaxingauthorities,arange of outcomes cannot be reasonably estimated at this time.

IL Commitments aod Contingencies: ^^^^^^^^^ The Companyprovidesa401^Savings Incentive Plan which covers substantially all emp^^ provides tbrmatching contributions and optional profitsharing contributions at the discre^ Directors Employee contributions are fullyvested^ matching and profit sharing contributions are sub^ecttoa fiveyear service vesting schedule Company contributions to the plan for 2014 2012 and2011were $281,900,

$271,800 and $280,000, respectively

^^^^^^^ As ofOecember 28, 2013,theCompanyrents its corporate headquarters inafacilitywithalease^ August2019 as well as satellite office space in California withalease that expires inlanuary 201^^ 2013,the Company signedalease to relocate its satellite office space in California inafacilitywi^^ commencesin2014andexpiresin2019 These leases require the Companytopaymaintenance, insurance, and otherexpenses in addition to minimum annual rent Total rentexpense under operating leaseswas $883,80^ m2013, $8^300in2012 and $840,600 in2011AsofUecember 28,2013,minimumrentalcommi^^^ under noncancelable operating leases, exclusive ofmaintenance, insurance, taxes and other expenses, are as tbliows: 2014 $ 603,200 2015 677,500 2016 691,200 2017 705,000 2018 718,800 Thereafter 446 100 Total £ 3 841 800 Por leases that contain predetermined fixed escalations ofthe minimumrent, we recognize the related expenseonastraightline basis from thedate wetake possession ofthe propertyto theendof^ term Werecord any difference bet^veen the straightline rent amounts and amounts payable underthe lease part ofdeterred rent, in accrued liabilities or other liabilities, as appropr^ Cashorlease incentives received upon entering intocertain leases ("tenantallowances^ar^ straightlinebasisasareduction to rentfrom thedate we take possession ofthe propers initial lease term Werecord the unamortized portion oftenantallowances asapart of dete^ liabilities or other liabilities, as appropriate. AtOecember 28,2013 andOecember 29,2012, total deferredrentincluded in ourconsolidatedba^ was$llmillionand$llmillion,respectively,ofwhich$10millionand$09m^^ included in other liabilities. WINMARK CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements December 28, 2013, December 29, 2012 and December 31, 2011

Litigation The Company is exposed to a number of asserted and unasserted legal claims encountered in the normal course ofbusiness. Management believes that the ultimate resolution of these matters will not have a material adverse effect on the consolidated financial position or results of operations of the Company.

12. Segment Reporting

The Company currently has two reportable business segments, franchising and leasing. The franchising segment franchises value-oriented retail store concepts that buy, sell, trade and consign merchandise. The leasing segment includes (i) Winmark Capital Corporation, a middle-market equipment leasing business and (ii) Wirth Business Credit, Inc., a small-ticket financing business. Segment reporting is intended to give financial statement users a better view ofthe how the Company manages and evaluates its businesses. The Company's internal management reporting is the basis for the information disclosed for its business segments and includes allocation of shared- service costs. Segment assets are those that are directly used in or identified with segment operations, including cash, accounts receivable, prepaids, inventory, property and equipment and investment in leasing operations. Unallocated assets include corporate cash and cash equivalents, marketable securities, current and long-term investments, current and deferred tax amounts and other corporate assets. Inter-segment balances and transactions have been eliminated. The following tables summarize financial information by segment and provide a reconciliation of segment contribution to operating income:

Year Ended December 28,2013 December 29, 2012 December 31, 2011 Revenue: Franchising $ 41,207,100 $ 38,731,300 $ 34,923,300 Leasing 14.524,100 13.211,800 16.411,700 Total revenue % 55,731,200, S 51.943.100 $ 51,335,000

Reconciliation to operating income: Franchising segment contribution $ 21,867,700 $ 20,705,100 $ 18,389,300 Leasing segment contribution 7,912,300 6,594,000 6.458,300 Total operating income $ 29,780,000 * 77.299.100 $ 24,847,600

Depreciation: Franchising $ 339,600 $ 337,200 $ 371,800 Leasing 91,900 96,100 107,300 Total depreciation $ 431.500 $ 433.300 $ 479.100

As of December 28, 2013 December 29, 2012 Identifiable assets: Franchising $ 7,407,400 $ 2,957,200 Leasing 42,490,800 37,622,800 Unallocated 3.137.900 2-958.800 Total $ 53.036.100 $ 43,538,900 WINMARK CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements December 28, 2013, December 29, 2012 and December 31, 2011

Revenues are all generated from United States operations other than franchising revenues from Canadian operations of $2.7 million, $2.5 million and $2.5 million in each of fiscal 2013, 2012 and 2011, respectively. All long-lived assets are located within the United States.

13. Related Party Transactions: On December 20, 2012, in connection with the Company's existing stock repurchase plan, Winmark repurchased 16,000 shares of common stock from Dean B. Phillips, a member of the Company's Board of Directors at the time, for aggregate consideration of $889,600, or $55.60 per share.

14. Subsequent Events: On February 4, 2014, the Company announced that its Board of Directors approved the payment ofa special dividend to shareholders (the "2014 Special Dividend"). The 2014 Special Dividend of $5.00 per share paid oh March 3, 2014, totaled $25.8 million and was financed by a combination of cash on hand as well as net borrowings under the Line of Credit of $13.0 million.

On February 21,2014, the Line of Credit was amended to, among other things, amend certain financial covenant calculations to remove the effect ofthe 2014 Special Dividend in such calculations, to reduce the applicable margin on the interest rate options, and to extend the termination date from February 29, 2016 to February 28, 2018.

15. Quarterly Financial Data (Unaudited): The Company's unaudited quarterly results for the years ended December 28, 2013 and December 29, 2012 were as follows: First Second Third Fourth Quarter Quarter Quarter Quarter Total 2013 Total Revenue $ 13,148,400 $ 14,023,500 $ 14,791,900 $ 13,767,400 $ 55,731,200 Income from Operations 6,675,900 7,061,200 8,541,300 7,501,600 29,780,000 Net Income 4,057,500 4,336,900 5,251,500 4,585,800 18,231,600 Net Income Per Common Share Basic s .81 $ .86 $ 1.03 $ .89 $ 3.60 Net Income Per Common Share Diluted $ .78 $ .83 $ 1.00 $ .87 $ 3.48 2012 Total Revenue $ 11,833,400 $ 12,192,400 $ 14,799,100 $ 13,118,200 $ 51,943,100 Income from Operations 5,846,200 6,026,500 8,463,500 6,962,900 27,299,100 Net Income 3,516,000 3,404,400 4,259,500 1,758,000 12,937,900 Net Income Per Common Share Basic $ .70 $ .67 $ .85 $ .35 $ 2.57 Net Income Per Common Share Diluted $ .67 $ .65 $ .82 $ .34 $ 2.47

The total ofbasic and diluted earnings per common share by quarter may not equal the totals for the year as there are changes in the weighted average number of common shares outstanding each quarter and basic and diluted earnings per common share are calculated independently for each quarter. EXHIBIT D

Play It Again Sports® Franchise Agreement (and exhibits)

{TH7277.DOC } PLAY IT AGAIN SPORTS® LACKLINED COPY FRANCHISE AGREEMENT

BETWEEN

WINMARK CORPORATION 605 Highway 169 N, Suite 400 Minneapolis, Minnesota 55441 (763) 520-8500

AND

Name(s) ofFranchisee

Street

City State Zip Code

( I Area Code Telephone

FRANCHISED LOCATION:

Street

City State Zip Code L I Area Code Telephone

{TH7452.DOC } PIAS-3/14 PLAY IT AGAIN SPORTS®

FRANCHISE AGREEMENT

INDEX

SECTION DESCRIPTION PAGE

1. GRANT OF FRANCHISE; FRANCHISED LOCATION 1 2. TERM OF FRANCHISE; RENEWAL RIGHTS 2 3. OWNERSHIP AND USE OF MARKS 3 4. INITIAL FRANCHISE FEE 4 5. CONTINUING FEE 4 6. ADVERTISING AND PROMOTION 5 7. FRANCHISOR'S OBLIGATIONS 6 8. OPERATION OF THE FRANCHISEE'S BUSINESS 8 9. CONFIDENTIAL INFORMATION 11 10. INSURANCE; BONDING 13 11. INDEPENDENT CONTRACTORS; INDEMNIFICATION 4214 12. SALES REPORTS, FINANCIAL STATEMENTS AND AUDIT RIGHTS 4415 13. FRANCHISOR'S RIGHT OF FIRST REFUSAL TO PURCHASE 15 14. ASSIGNMENT OF FRANCHISE AGREEMENT 16 15. FRANCHISOR'S TERMINATION RIGHTS 17 16. FRANCHISEE'S TERMINATION RIGHTS; NOTICE REQUIRED 18 17. FRANCHISEE'S OBLIGATIONS UPON TERMINATION 4*12 18. FRANCHISEE'S COVENANTS NOT TO COMPETE 19 19. ARBITRATION; ENFORCEMENT #20 20. SEVERABILITY AND CONSTRUCTION 2021 21. NOTICES 2422 22. ACKNOWLEDGMENTS 22

EXHIBITS A - FRANCHISEE'S DEVELOPMENT AREA AND EXCLUSIVE TERRITORY B - COMPUTER SOFTWARE LICENSE AGREEMENT C - PERSONAL GUARANTY D - ADDITIONAL STORE ADDENDUM

41 TH031612

{TH7452.DOC PIAS-3/14 45 TH031513 46 TH031714

PLAY IT AGAIN SPORTS®

FRANCHISE AGREEMENT

TfflS FRANCHISE AGREEMENT is made and entered into this day of , 201_^ by and between WINMARK CORPORATION, a Minnesota corporation ("Franchisor"), and ("Franchisee"). BACKGROUND:

A. Franchisor franchises sporting goods resale stores known as "Play It Again Sports" stores ("Play It Again Sports® Stores") which feature quality new and used sporting goods and related accessories. Franchisor uses and licenses certain trademarks, including "Play It Again Sports," and may hereafter adopt, use and license additional or substitute trademarks, service marks, logos and commercial symbols in connection with the operation of Play It Again Sports® Stores (collectively, the "Marks"). Play It Again Sports® Stores use Franchisor's methods, procedures, standards, specifications and the Marks (all of which are collectively referred to as the "Business System"), which Franchisor may periodically improve, further develop or otherwise modify.

B. Franchisee has had an adequate opportunity to be thoroughly advised of the provisions of this Agreement and Franchisor's Disclosure Document and has had sufficient time and opportunity to evaluate and investigate the Business System and the procedures and fmancial requirements associated with the Business System as well as the competitive market in which it operates.

C. Franchisee desires to operate a Play It Again Sports® Store which will conform to the uniform requirements and quality standards of the Business System.

AGREEMENTS:

The Franchisor and Franchisee agree as follows:

1. GRANT OF FRANCHISE: FRANCHISED LOCATION

A. Grant of Franchise. Subject to the provisions stated below, Franchisor grants to Franchisee a personal and non-exclusive license and franchise to operate a Play It Again Sports® Store using the Marks as designated by Franchisor from time to time (the "Store") in conformity with Franchisor's Business System at a location within the development area specified in Exhibit A attached hereto. The specified area identified in Exhibit A is referred to as the "Development Area." Franchisee will operate the Store under the Business System in strict compliance with the provisions of this Agreement and only at a location within the Development Area approved by Franchisor (the "Franchised Location").

B. Franchisee's Protected Area; Rights Reserved Bv Franchisor. During the term of this Agreement, Franchisor will not establish for its own account or franchise others the right to operate a Play It Again Sports® Store from a permanent location within the area specified in Exhibit A. The exclusive area identified in Exhibit A, which includes the Development Area, is referred to as the "Exclusive Territory." Franchisee understands, however, that Franchisor, its affiliates or their licensees may sell any products or {TH7452.DOC }

PIAS - 3/14 servicesundertrademarksorother commercial symbols other IbantbeMarksmsldeoroutsideof tbe ExeluslveTerrltory.Notwitbstan^ Franehisor, Its atfiiiates or tbelrlleenseesalsomay sellproducts or servicesand Territory: (i) to Flay itAgain Sports® franchiseesthoug h Francbisor'sinvento^ bnying group, ^ the hitemet(or any similar torm of electronic conm^erce developed in the tuture), aslong^ are not tbr the sole benefit ofFranchisor but provide some benefit to Flay it Again Sports® franchiseesi n general. Fhe rights and privileges granted to Franchisee under this Agreement are personal in nature, and may not be used at any location other than the Franchised Location. Franchisee will not relocate the Store without Franchisor'sprior written consent, and will not open any other Flay It Again Sports® Store in the FxclusiveTerritoryA Franchisee will not have the right to subfranchise or sublicense any ofits rights under thisAgreement. Franchisee will not use the Franchised Location tbr any purposes other than the operation ofaFlay It Again Sports® Store.Fermination or expiration of this Agreement shall constituteatermm^ or expiration ofthe rights and license granted herein to Franchisee.

2 FERM OF FRANCHISE RFNFWAL RIGHTS

A. Ferm. Fhe term ofthis Agreement will be tbr ten (10) years commencing on the date of this Agreement, unless terminated sooner in accordance with the terms hereof.

B. Renewal. Franchisee will have the right to renew its Flay It Again Sports® franchise tbr the Franchised Location tbr continuing ten (10) year terms provided Franchisee meets the tbilowing conditions:

1. Franchisee has given Franchisor written notice at least one hundred eighty (180) days betore the end ofthe term ofthis Agreement ofits intention to renew;

2. Franchisee has complied with all of the material provisions of this Agreement, includingthe payment of all monetary obligationsowedby Franchisee to Franchisor andits atfiiiates andsuppliers,and has compliedwithFranchisor's material operating and quality standards and procedures during the term of the Franchise Agreement;

3. Franchisee has at its expense made such reasonable capital expenditures necessary toremodel, modemizeand redecorate theStore premises andtoreplace and modemizethesupplies,fixtures,andequipmentusedinFranchisee'sbusinesssothat Franchisee's business retiects the then current physical appearance ofnew Flay It Again Sports® Stores and meets all current brand standards;

4. Franchisee has paidaRenewal Fee ofFiveFhousand Dollars ($5,000) to Franchisor at least thirty (50) days hetbre the initial (and any renewal) term ofthis Agreement expires;

5. Franchisee, at Franchisor'soption, executes the Franchise Agreement then being used by Franchisor, provided, however, that Franchisee will be required to pay the Renewal Feeinlieu of the Initial Franchise Fee stated in such Franchise Agreement, and thatsuchFranchise Agreement may not contain any turther rights of renewal,but may containroyalty rates and advertisingcontributions (which may be difrerent thanthose contained in this Agreement), and an altered FxclusiveFerritory; and

t^^t^^ PIAS-^ -2- 6. Franchisee is able to securearenew^^ Franehised ^eatienorisabieteseeareanewleea^^^

whieh has been accepted by Franehiser,sneh aeeeptanee net te be anreasenablywit^

5 OWNFRSfflFANDUSFOFMARKS A. Ownership. Franchiser is the exclnswe ownerof ali ri^ Marl^andBnsiness System, andall past, present or tutare goodwill ofFranchisee'sFlaytt Again Spo Store and ofthe hnsiness condncted at the Franchised Location that is associated with or attribntable to the Marks. Franchisee's ase of theMarl^ and theBnsinessSystetnwillinare to the benetit of Franchisor. Franchisee disclaims all right,title and interest in or to snch goodwill and the Matl^^ System, and acl^owledges and agrees that such goodwill and the Marl^ and the Business System are the exclusive property of Franchisor. Any and allimprovementsbyFranchisee relating to the Marks and Business System will become the sole property of Franchisor who has the exclusive right to register and protect all such improvements in its name.

B. Use. Franchisee'srighttouse and identity with the Marks and Business System applies only to the Franchised location, and exists concurrently with the tetm ofthis Agteement and only so 1^^ asFranchisee is in complete compliance with Franchisor'squality and operating standards. Franchiseewill have the right to use the Marks and Business System only in the manner Franchisor directs and approves in writing. Franchisee will not have or acquire any rights in any ofthe Marks or Business System other than the right of use as governed by this Agreement. It^ in the judgment ofFranchisor,Franchisee'sacts infringe upon or harm the goodwill, standards of unitbrmity or quality, or business standing associated Marks and Business System, Franchisee will immediately, upon written notice from Franchiso^^ discontinue its use ofthe Marks and Business System in the manner Franchisor directs inwriting. Franchiseewillnotduringorafrerthetermofthis Agreement do anything directly or indirectly which would infringeupon, harm, mislead or contest Franchisor'srights in the Marks or Business System, or the goodwill associated with the Marks or the Business System. Franchisee cannot advertise any liquidation or going-out-of^business sales or similartypes of activity.

O Fromotion. Franchisee will operate the Store so that it is clearly identitted and advertised asaFlaylt Again Sports® Store. Fhe style,tbrm and use of the words "Flay It Again Sports"in any advertismg,writtenmaterialsorsuppliesmust, however, have Franchisor's prior written approval,wh^ approval will not he unreasonably withheld. Franchisee will use the name "Flay It Again Sports" and the otherMarkswhichnoworhereafrermaytbrmapartoftheBusiness System, on all paper supplies, business cards, letterhead, envelopes, unitbrms, advertising materials, signs or other articles in the identical combination and manner as Franchisor may require in writing. Franchisee will comply with all trademark, trade name, service mark and copyright notice marking requirements.

O. Identity. Franchisee will not use the words "Flay It Again Sports" or "Flay It Again" in its corporate or partnership name. Franchisee will clearly indicate on its business checks,purchase orders, business cards, receipts, promotional materials and other written materials that Franchisee is the ow^ the Store and that Franchisee isaFlay It Again Sports® franchisee. Franchiseewill displayasign which is clearlyvisihle to the general public indicatingthatthe Store is independently owned and operated.

F. Substitutions. If at any time Franchisor determines it advisable or necessary. Franchisee will, upon receiving written notice from the Franchisor, in^ediately,at its expense, make s^^^ amen^nents or discontinuations oforto any or all ofthe Marks as Franchisor may require. Franchiseewill not make any changes, amendments or discontinuations ofor to the use ofany ofthe Marks and Business System unless directed by Franchisorinwriting. t^^T^^ PtAS-^t4 -5- F. Litigation. Franchisee will not, without Franchisor's prior written consent, defend or enforce any of the Marks in any court or other proceedings for or against imitation, infringement, any claim of prior use, or for any other allegation. Franchisee will, however, immediately notify Franchisor of any claims or complaints made against Franchisee respecting the Marks and will cooperate in all respects with Franchisor in any court or other proceedings involving the Marks. Franchisor will pay the cost and expense of all litigation Franchisor incurs, including Franchisor's attorneys' fees, specifically relating to the Marks. Franchisor will pay for reasonable travel and other out-of-pocket expenses Franchisee incurs in cooperating with Franchisor regarding any such court or other proceedings, provided Franchisee's use of the Marks has not been inconsistent with this Agreement or Franchisor's guidelines. Franchisor and its legal counsel will have the right to control and conduct any litigation relating to the Marks.

G. Crisis Communieation. Franchisor will hfrve the sole and ahsoiute discretion to determine what steps will he taken in instances of a crisis that impacts the Plav Tt Apqjn Sports® hrand and may cause harm or iniurv to the PlftY Tt Again Snorts® Marks, Business Svstem. reputation or image.

H. Affixing Notice. Franchisee hereby covenants and agrees that it will affix in a conspicuous location in or upon the Franchised Location, a sign containing a form of notice substantially in the following form, or such other form as Franchisor may require:

"This business is owned and operated independently by (name of Franchisee) who is an authorized licensed user of the trademark "PLAY IT AGAIN SPORTS", which trademark is owned by WINMARK CORPORATION."

4. INITIAL FRANCHISE FEE

Franchisee will pay Franchisor a non-refundable Initial Franchise Fee of Twenty Five Thousand Dollars ($25,000), which will be fully earned and payable on the date of this Agreement. The Initial Fee payable by Franchisee is payment to Franchisor for the costs that it will incur to get Franchisee into business including costs Franchisor incurs for training, site evaluation, business overhead costs, travel costs, and for the other initial services Franchisor provides hereunder.

5. CONTINUING FEE

A. Continuing Fee. Franchisee will, for the term of this Agreement, pay to Franchisor a Continuing Fee equal to five percent (5%) of Franchisee's Gross Sales (as defined below). Franchisee's obligation to pay Franchisor the Continuing Fee under the terms of this Agreement will remain in full force and effect until this Agreement has expired or is terminated or transferred under the provisions herein.

B. Payment. Franchisee will sign electronic transfer of funds authorizations, and/or other documents or instruments as Franchisor designates or Franchisor's bank requires for Franchisor to draw on Franchisee's account, so that Franchisor may electronically collect (draft on Franchisee's account by electronic withdrawal) the Continuing Fees due from Franchisee under Section 5(A) of this Agreement or other fees due from Franchisee to Franchisor. Franchisee will report to Franchisor (in a form and by a method designated by Franchisor) on or before Wednesday of each week its Gross Sales for the previous week. IfFranchisee does not report its Gross Sales on a timely basis, Franchisor may estimate Franchisee's Gross Sales and prepare an estimate of Continuing Fees owed for that week. On Thursday of each week, Franchisor will electronically collect from Franchisee all Continuing Fees due for the previous week either pursuant to Franchisee's report or Franchisor's estimate. Franchisee shall thereafter maintain a balance in its account sufficient to allow Franchisor to collect the amounts owed to Franchisor when due. Franchisee

{TH7452.DOC > PIAS-3/14 -4- ag^s^Franch^hastheright^ whether Franchisor imposesthes^ Any unpaid Continuing Fee er other amounts past due and owing to Franehisor wiii hear interest at the rate of eighte^^ annum or the ma^unum rate permitted hyiaw^whiehever is iess. Franehisee wiii pay Franehisor tbr any and aii eosts Franehisor incurs in eoiieeting any unpaid and past due Continuing Fees, ineiuding reasonahie attorneys'tees.

C. Cross Saies. The term "Gross Saies" means the totai amount of aii revenues Franehisee receives fromthe saie of goods and services, whether tbr cashorby check, credit carder trade, in connection with the Store, iess customer reftmds and returns. Cross Saies wiii inciude any saies permitted through the hitemet and whoiesaie transactions invoiving any party other thanaFiay it Again Sports franchisee who is in good standing with Franchisor. Cross Saies wiii not inciude saies tax coiiected from customers and actuaiiy paid to appropriate tax authorities.

6 ADVFRTtSiNCANDMARKFFtNC

A. Cooperative Advertising. Franchisee wiii participate in, support and contrihute a proportionate share, but no more than an amount equai to tive percent(5%)of the Cross Saies tbr the Store, of the cost of cooperative advertising programs either designated byFranchisor or approved byamajority of the advertising cooperative membership (provided a majority inciudes at ieast two (2) unafriiiated franchisees). Franchisor reservesthe right redesignate advertisingcooperativemarkets, to estabiish advertising cooperatives and to estabiish the byiaws, poiicies and other ruies underwhich such coopera^^ wiii operate, fran advertising cooperative is termed, and Franchisee does not participate. Franchisee is stiii obligated to pay the advertising cooperative tees required ofmembers and to ahide with the cooperative's bylaws, poiicies and other rules.

B. Locai Marketing Expenditures. Fo the extent Franchisee's annuai contributions to cooperative advertising programs described in Section 6(A) above areiess than tive percent (5%) of the CrossSaies tbr the Store,or if the Franchisee cannot participate in any regionai cooperative adverti^^ program because suchaprogram has not been established in Franchisee'sgeographic area. Franchisee wiii thenbe obligatedto conduct advertising and marketing activitiesin Franchisee'slocalgeographic area; provided that Franchisee's local marketing activities will not reduce, eliminate orotherwise impact Franchisee'sobligations under Section 6(A)above. Franchisee'slocal marketing expenditures will include advertising, merchandising, sales promotion and other tbrms of marketing at the local level. Cn or hetbre Ianuar^51of each year. Franchisee will provide Franchisor with an accounting of the monies that it has spent tbr approved regionalcooperative advertising and local marketing tbr the preceding calendar ye^ (lanuary through December). IfFranchisee has tailed to spend at least tive percent(5%)of its Cross Sales tbr the calendar year tbr approved regional cooperative advertising or local marketing, Franch^ required to deposit with Franchisor the dif^rencebetweenwhat it should have spent tbr advertising and marketing during the calendar year and what it actually spent tbr advertising and marketing dur^ eaiendaryear. Franchisor will spend such amount tbr any type of advertising or marketing that Franchisor deems appropriate tbr Franchisee's business, although Franchisor will use reasonable efrorts t^ amounts inFranchisee'sgeographic area.

C. Marketing Fee. InadditiontoFranchisee'slocaladvertisingobligationsdescribedin Section 6(B) above, Franchisee will pay to Franchisor an annual Marketing Fee of CneFhousand Dollars ($1,000) which will be payable in two (2) installments ofFive Hundred Dollars ($5^ of January and luly of each year. Franchisee's initial payment will be prorated based on the efrective date ofthe Franchise Agreement and invoiced immediately. Franchisor will use the Marketing Fee to conduct advertising research and public relations campaigns, develop websites and other online media programs, t^t7^r^^ p^ -5- develop marketing materials saeh as television, radio, Internet and print advertising prodaetion and promotional materials tbr nse in eaeh franchisee's loeal market, and implement advertising campaigns.

D. Fntare Advertisingprograms. Pranebisee acknowledges andagreesthat astbePlaylt Again Sports® francbisesyste m continues to expand and mature, it will be neeessary to revise Pranclnse^^^ advertising obligations. Prancbisee theretore agrees tbat Prancbisor may, upon sixty (60) days' written notice, require Pranchisee to pay to Franchisor, on such terms and at sucb time as Prancbisor may from time to time require, tbr deposit in an "Advertising Pund''an"Advertising Pee''of up to two percent (2%^ Pranchisee'sGross Sales. lnsuchevent,Pranchisee'sadvertising obligations under Section 6(A) (and, if appropriate, Section6(B))abovewillbereducedtothreepercent^%)ofthe Gross Sales tbr^ All Advertising Pees will be placed in an Advertising Pund administered by Franchisor. Reasonable disbursements from the Advertising Fund will be made solely tbr the payment of expenses incurred in connection with the general promotion ofthe Marks and the Business System includingthe cost of tbrmulating, developing and implementing advertising and promotional campaigns; and the reasonable c of administering the Advertising Fund, including accountingand other protessional expenses and costsofsalariesand fringe benetlts paid to Franchisor'semployees or contractors engaged in administration ofthe Advertising Fund. Although Franchisor will strive to manage the Advertising Fund in suchamanner that benefrts franchiseesunitbrmly,takin g into account regional andfor local advertising c media available. Franchisor cannot insure that any individual franchiseebenefit s directly or onapro rata basis from the tuture placement of any such advertising in its local market. Without limitingthe generality ofthe tbregoing. Franchisor is under no obligation to administer or distribute the AdvertisingFund according to any particular geographic area or territory, whether in Canada, the United Sta^^ and fiuthermorei s under no obligation to do so withm the ^ the methods of advertising, media employed and contents, terms and conditions of advertising campaigns and promotional programs. Franchisorwill provideFranchisee an annual unaudited statement of the receipts and disbursements ofthe AdvertisingFund.

P. Approved Advertising and Marketing Materials. Franchisee will use only approved advertising and marketing materials. IfFranchisee desires to use any unapproved advertising or marketing materials bearing the name "Play It Again Sports''or other Marks, Franchisee must obtain written approv fromFranchisorbetbreusingany such materials.

P. Promotion. Franchisee will use its best efrorts to promote and advertise its Play It Again Sports® businessandwillparticipateinalladvertising and marketing programsFranchisor establishes. Franchisee will participate, at its own expense, in the Play It Again Sports® national (electronic)gifr program and e-mail marketing program. Franchisee will have the right to advertise and sell its products at whatever prices Franchisee determines.

G. Media Placement. Franchisee will use the approved vendors designated by Franchisor tbr broadcastmediaplacementand online advertising tbr its pre-opening and firstyear marketing act^^

7 FRANGHISGR'SOBLIGAFIGNS

A. Location. Franchisor will provide Franchisee with assistance respecting site location and evaluation tbr the Store to ensure consistency with the Business System standards. Franchisee acknowledges that any assistance (including site selection and prefect oversight) provided by Fr^^ its nominee in relation to the selection or development of the Store is only tbr the purpose of determm^ compliance withtheBusinessSystem standards and does not eonstitutearepresentation, warranty,or guarantee, express, implied or collateral, regarding the choice and location ofthe Store, that the tnr^t^^ ptAS-^t4 6 development ofthe Store is free of err^ volume, profit or sneeess.

B Lay-Out and Design. Franehisee shall eonstruet and equip the Store in aeeordanee with the time tahle or sehedule specified hy, and in eontotrnity with the standard layout plans, speeifiea motifprovided hyFranehisor. Following reeeipt of sueh materials from Franehisor, the responsihility and eostof eustomizingspeeifieplans, speeifieationsanddrawingstothe Store (uponpriorapprovalof Franehisor) and all eosts and expenses pertaining to the eonstruetion and equipping ofthe Store shally home exclusively hy Franchisee. Franehisor shall have the right to inspect the construction and development ofthe Store atall reasonahle times to ensure contbrmity with applicable standards.

C Fquipment Suppliesand Inventory. Franchisee agtees touseinthe operationof the franchisedbusiness only thoseserviceproviders,manutacturers,brands or types of fixtures,equipment (including without limitation, computer, cash register systems), and signs that Franchisorwill designate and approve. Franchisee may purchase approved brands or types of fixtures, equipment and signs only from suppliers approved by Franchisor,which may include Franchisor or its atfiiiates. Franchisee turther agrees to place or display at the Store (interior and exterior)only such signs, emblems, lettering, logos and di^^^ materials that are from time to time approved in writing by Franchisor,which approval may be given or withheld byFranchisor.

D. Framing. Franchisor will, at its expense, provide a two-part training program in Minneapolis, Minnesota or other location Franchisor designates to educate, tamiliarize and acquaint Franchisee with the business of operatingaFlay It Again Sports® Store. Fhe first session ofthe training progr^ will include instruction on general business issues related to the ownership ofaprivatelyow^ retail business, such as, by way of example only, real estate matters, business plan development, inventory management, point-of-sales systems, used product purchasing, Franchisor'spreterred vendor progr^ other topics Franchisor selects. Fheperiodofthis session will be at Franchisor'sdiscretion but generally will be tbr not less than five (5) days and will be scheduled by Franchisor at its discretion. Fhe second session of the training program may includeinstructionon sales and marketing,invento^pur^ computer operation, store management and other topics Franchisor selects. Fhe period ofthis session will be at Franchisor'sdiscretion but generally will be tbr not less than five(5) days and will be scheduled by Franchisor. Franchisee (or such other trainees required by Franchisor) must successfully complete both sessions of the training program. If Franchisee (or suchother trainees requiredbyFranchisor) tails to successfrilly complete both sessions, he/she will not he permitted or authorized to manage Franchisee's business and Franchisor may terminate this Agreement pursuant to Section 15. Franchiseewill be responsible tbr travel costs, room and board, the salaries, fringebenefit s and other expenses Franchisee and its employees and designated trainees incur in attending both sessions ofthe training program.

F. Opening Assistance. Franchisorwill assist in scheduling the openingof the Store. Franchiseewillnotopenorcommeneebusinessoperations until Franchisor has approvedthe opening. Franchisorwill, at no charge, provide at least one (l)person to assist Franehisee with the opening of the Store tbr at least two (2) days around the time of opening. In addition. Franchisor will provide pre-opening assistanceconsistingof one(l)ortwo(2)days, approximately threes) tofive(5)weeksprior to Franchisee'sacmal Store opening.Franch^r mav nrovide addifionai assistaoee as itdeems

F. Operations Manual. Franchisor will loan Franchisee one copy of the Operations Manual and one ormore other confidential manuals(collectively, the "Manuals") wherein Franchisor its operational policies, standards, requirements and practices as such things are modified and amended by Franchisor from time to time. FheManuals mayalso includeaudiotape^,yid^otap^^ eompactdises, computer sofrware, intbrmation available on an IntemetBFxtranet site and other electronic media that fnr^^^ ptAS-^ -7- Franchisor maychangefromtimetofime. Franchisccwiilcornply witha^provisionsofthcManaais. Franchisorreserves the rightto revise the Manuals atanythnc.

O Additionai tnitiai Assistance. Franchisor wiii assist Franchisee in the deveiopment ofa business pian. Franehisor and Franehisee tnay aiso agree that Franchisor provide management assistance andother services^inadditiontotheusuaiinitiai assistance and supervision Franchisor provides to a^^ tranchisees, tbr additionai agreed upon compensation.

Fi. Ongoing Assistance. Ouring the operation ofFranchisee'sbusiness, Franchisor wiih (i) inspect the StoreasottenasFranehisordeemsnecessary andprovide written reports toFranchisee on operations; (2) provide, upon the written request ofFranchisee, advisor services pertaining to operat^^ Franchisee's business; (5) periodicaiiy make avaiiabie to Franchisee aii changes, improvements and additions to the Busmess System to the same extent as made a^ Franchisee withaii supplements and moditications to the Manuais; and^) deveiopadvertisingand marketing materials.

^. OFF^FtONOFFHFFRANOfflSFF'SBUSiNFSS

Fhe Mark^ and Business System licensed to Franchisee represent vaiuabie goodwiii distinctive of Franchisor'sbusiness and reputation. Franchisor will periodically develop unifbrm standards ofquality and service regarding the business operations ofthe Store so as to protect(tbrthe benefit ofall tr Franchisor)thedistinction,valuable goodwill and unitbrmity represented and symholizedhy^ Business System. Foensurethatall tranchisees willmaintaintheunitbrmrequirementsandquality standards tbr goods and services associated with the Flay tt Again Sports® Stores and with the Marks an^ Business System, Franchisee willmaintain the unitbrmity and quality standards Franchisor reasonably requires tbr all products and services and agrees to the tbilowing provisions:

A. Managerial Responsibility. OuringthetermofthisAgreement,thepartieswho have signed thisAgreementon behalf ofFranchisee will personally manage and operate Franchisee'sbusiness and will not,without Franchisor's prior written consent, delegate its authority and responsibility with respect to management and operation. tfFranchiseeisacorporate entity orapartnership, one individual will retain at least fit^ percent (50%^ of the equity and voting interest in such corporation or partnership and wi^ ohiigated to personally manage and operate the Franchisee'sbusiness.

B. Design and Appearance of Fremises. Fhe designand appearanceofthe exteriorand interior ofthe Store, including signage, are part ofthe Business System, it is essential to the integrity of Franchisor's Business System that as g^eatadegree of unitbrmity as possible be maintained among^ various premises ofFlay it Again Sports® tranchisees. Without limitation to anything provided tbr in this Agreement, Franchisee agrees that: (1) no alteration or addition will be made to the premises without Franchisor'spriorwrittenconsent;(2)thepaintinganddeeorwillbemaintained in such manner and tbrm^ Franchisor may require;^Franchisee will tbllow Franchisor's instructions with respectto character ofinteriorfixtnres and tumishings; and(4) only such signs, emblems, logos, lettering, and a^ as Franchisormay require or periodically provide will be displayed on the Store premises. Franchiseemust tbllow Franchisor'scurrent standards regarding the design and appearance of the premises.

O Oeneral Operation. Franchisee will use the Marks and Business System in strict compliance with the standards, operating procedures, specifications, requirements and instmctions requ^^ of all Flay itAgain Sports® fianchisees, whichFranchisor may periodically amend and supplement.

(r^^^ ptAS 8 D. Products and Service Franchisee w^ sell only diose categories ofproducts and scrvi^ Franchisor approves in writing and wiii offer tbr sale ail categories of products and serv^ Franchisor tronttimcto time. Franchiscewiiicontbrmto aii quaiity and customer service standards Franchisor requiresinwriting. Franchisee wiiipurchase only such types^modeis or brands of tixtures, tumiture, equipment, signs and supplies that Franchisor approves tbr Fiay it Again Sports® as mee specitications and standards, including specitications and standards tbr quality, design, warranties, appearance, tunctionand pertormance. Franchisee acknowledges and agrees that suchitems shallbe purchased only trom sources, manutacturers or suppliers approved in writing by Franchisor (which so^^ or suppliersmayincludeFranchisoror affiliates of Franchisor) FRANCHiSOR DISCLAIMS ALL WARRANTIES, WHFFHFR EXPRESS CR IMPLIED, INCLUDINC AN^ WARRANTIES CF MERCHANTAEILITYCR FITNESS FDRAPARTICIILARPIIRPDSE IN CD FRANCHISOR'S (AND^DRAN AFFILIATE'S) SALE DFAN^CCCDS,EQUIPMENT,FL^ SICNS ORSi^PLIES TO FI^CHISEE Franchisee agrees toexecuteanyandall documents Franchisor reasonably requests, including letters of credit, security agreements, and tinancing statements^ collateral tbr amounts due to Franchisor tbr purchases of inventory and other items used in Franchisee's business. Franchisor's approval is not required with respect to sporting goods and equipment Franchisee purchasestromits customers or places intheStore onaconsignment hasis;provided,however,that Franchisee may not sell or offer tbr sale any goods which have been recalled or would be determined unsate uponreasonable inspection.

E. Maintenance ofPremisesi Modernization. Franchisee will, at its expense, repair, paint and keep in an attractive, clean and sanitary condition the interior and exterior ofthe Store pre^ willensure that allequipment will be kept ingood workingorderandwillmeet Franchisor's quality standards. Franchisee will periodically make capital expenditures to remodel, modernize and redecorate the Store and to replace and modernize the turniture, tixtures, signs, supplies and equipment so that the Store will retiect the then-current physical appearance of new Play it Again Sports® Stores. All remodeling, modernization or redecoration of the Store must be done pursuant to Franchisor'sthen^urrent standardsandspecittcationsandonlywithFranchisor'sprior writtenapproval. Franchisee agrees to commence remodeling activities within ninety (90) days after written notice trom Franch^ Franchisee will not be required to remodel, modernize and redecorate the Store more than once every live (5) years duringtheterm ofthis Agreement.

F. Compliance with Laws. Franchisee will, at its expense, comply with all applicable local, state, tederal and municipal laws, ordinances, rules and regulations pertaining to the operation ofthe S^^^ including^withnutlimitafi^ anv and all licensing and bonding reauirements^^^ll as th^ I^achR^eyA^theFa^Cred^R^ ^TCPA^theFa^andA^u^Cred^ Transacts Actl^FACTA^and the N^ Cleari^h^seAss^afinn^NACHA^and associated r^nlatlo^ music, videos or television maybe played in the Store unless the appropriate licenses are obtained. Franchisee must comply with any applicable secondhand dealer laws or ordinances. In addition, to become knowledgeable regarding new or pending laws and other issues that may affectthe operation ofits business, Franchiseemustjoin andmaintain amembership inthe stateretailer's association wherethe Storeis located.

C Payment of Liabilities. Franchisee will timely pay all of its obligations and liabilities due and payahie to Franchisor, suppliers, lessors and creditors.

H. Taxes. Franchisee willpromptly pay all tederal, state and local taxes arising out of the operation ofFranchisee'sbusiness. Franchisor will not be liable tbr these or any other taxes and Franchisee

(nt7^r^^ ptAS-^t4 9 wih indenmify Franchisor fbr any s^ or resnh front Franchisee'shnsiness.

L Standardization. Franchisee wiii require its empioyees to wear snch nnifbrms as Franchisor may designateandwiiicotnpiy with snchprogramsofstandardizationasFranchisor may periodicaiiy deveioptopromotetheconm^onhnsiness image and to protect the goodwiii associated with the Markst Business System. Franchisee wiii participate in the Fiay tt Again Sports® approved hcensed music program ifpiayingmusic inthe Store.

I. Fersonnei. Franchisee wiii, at aii times when open tor husiness, haveaperson designated asamanagementpersononduty who wiii he responsihie tbr thehusinessoperationsof Franchisee's husiness. Franehisee wiii employ and maintainasufricient number of adequately trained and competent empioyees to provide efficient service to Franchisee'scustomers.

K. Hours of Operation. Franchisee'sStore wiii be open tbr business seven^daysaweek andammimumof63(si^tythree)hoursperweek. Franchisee'sminimum hours of operation shaii be MF i^OOam to8^pm.,Sat 9^a.m to^OOp.m andSun i2^p.m.to4^pm^ Franchiseewill purchase items from its customers during all hours that it is open tbr business.

L. Additional Framing Seminars. Franchisormay periodically conduct refreshercourses, seminars and other programs tbr all Flay it Again Sports® franchisees. Franchisee andBor its employees will be required to attend any such programs and will be responsible tbr any expenses incurred by them in attending such programs, includingthe eost oftransportation, lodging, meals and any wages.

M. Photographs. Franchisorwill have the right to photograph the Store premises and,with priorwritten consent, Store employees at all reasonable times.

N. Operations Manual. Fo protect Franchisor's reputation and goodwill andtomaintain unitbrm operating standards under the Marks and Business System, Franchisee will conduct its busine according to Franchisor's Operations Manual and other confrdential Manuals provided byFranchisor. Franchisee will receive one copy on loan from Franehisor. Franchisee will treat eaeh Manual as confrdential, and will use all reasonable efforts to maintain the Manuals as secret and contidentiah The Manuals will remain Franchisor's sole property. Franchisor may periodically revise the eontents of the Manuals. Franchisee agrees to eomply with each new or ehanged standard. Franehisee will insure that its copy of each Manual is kept current. In the event of any dispute as to the contents of any Manual, the terms of the master copy of such Manual Franchisor maintains will control. At Franchisor'soption, Franehisor may post some orall ofthe Operations Manual and other contidential Manuals andmaterialsonthe Extranet to which Franchisee will have access. Any passwords or other digital identifications necessary to access the Operation ManualontheFxtranet will be deemed secret and confidential. It is Franchisee's obligation to monitor and access the Extranet tbrany updates to the OperatingManual or system sta^

O. Eease. Franchisee's lease or sublease fbrthe Store premises mustbe approved by Franchisor before its execution. Franchisee must provide Franchisor with an executed copy ofany lease fbr the Store. Franchisor makes no guarantees concerningthe success ofthe Store located on any site consented to by Franchisor. Franchisor recommends that Franchisee employ an independent real estate brokertoassistFranchisee in locatingasuitable site and negotiatingalease fbr such site. Franchisee'slease must contain provisions requiring that: (i) so long as this Agreement remains in effect, the premises w^ used only tbraPlay It Again Sports® business; (ii) Franchisorwill be granted the right (butnot^ take possession of the premises and assume the lease in the event ofatermination of this Agreement ora threatened termination of the lease asaresult ofahreach by Fr^^ (r^^o^ PtAS-^t4 10 Franchisor written notice of any Fra^^ Agreement or thecase, Franehisee mnst removed name "Fiay ttAgain Sports" and other Marks.

F. Foint-ot^Saie System. Franehisee wiii ntihze inthe Storeapoint-ot^saie system (the "FOS System") whieh Franehisor has developed andBor seieeted tor the Business System, ineinding a^ updates, suppiementsand modifications. FheFOS SystemdeveiopedtoruseinFranchisee'shusiness inciudesaproprietaty^ sottware programowned hyFranehisor (the"FroprietatySottware"^^ Franchisee must iicense the Froprietary Sottware from Franchisor, whieh software wiii remain the confi^^ ofFranchisor. Franchisee and Franchisorwill enter into Franchisor'sstandard torm of Computer Software License Agreement attached hereto as Fxhihit^ (the "Sofrware Lieen^^ Franchisee'suse ofsuch sofrware. Franchisor reserves the right to assign its rights, title and interest in the Froprietary Software or the Sofrware License Agreement toathird party designated hyFranehisor. insuch event, Franchisee may he required to enter intoaseparate computer sofrware license agreement specified hy thethirdparty supplierof theProprietary Software. Franchisor alsomayaccessintbrmationanddata produced hyFranchisee'sPOSSystem. Fhe computer hardware component of the PCSSystem must eontorm with specifications Franchisor develops and must he configured asapackage unit as Franchisor designates. Fhe PCSSystem includes one dedicated husiness server withaminimum of two desktop computers. Fhe computer hardware component of the PCS System must he purchased and configured through Franchisor. Franchisee will he required to utilize and, atFranehisor'sdiscretion, pay tbr all tuture updates, supplements and modifications to the PCS System. Franchisee may be required to update its PCS System every five(5) years or less, depending on updates in technology and Franchisor'scurrent standards. Franchisee will also be required to pav one DRS Maintenance Fee in the amount of$^^250 tbrthe term of thisAgreement.

Q. Participation in intemet Website. Franchisee must have high speed intemet access from the Storeandanemailaddress. Franchisorwill includeFranchisee inthe storelocationsectionof Franchisor'swebsite www.playitagainsports.com.Franchisor will establish the mies fro^ under whieh franchisees will establish their own website or separately use the httemet, and Franchi^^^ shall be required to strictly abide by all such mies and tbllow the then current form ofhitemet Code Conduct. Franchiseeis required to haveaStore website and will pay all expenses associated with the development andoperationof the websiteforFranchisee's individual Store.Franchisorwill,at its discretion,determinethecontent and use of theplayitagainsports.com website,andthecorebrand content and design ofthe franchisee store website templates. Franchisor will retain all rights relating to theplayitagamsports.com website and the individual stores'website template and domain name(s)(L^ and may alter or terminate the websites uponthirty (30) days notice toFranchisee. Inaddifiontn e^hhsh^aS^ewehsfr^Fra^h^mav^^h^ coone^v^c^^a weh^easan addfrhmal^ ^market and o^m^^lsto^m the adverfi^n^ennperatlve. Franchisee's general conduct on the Intemet and specifically its use of the Marks on the Intemet (including the domain name and any other Marks Franchisor may develop asa resultofparticipation inthe lntemet)will be subject to the provisions ofthis Agreementand regul^^^ thelntemet Code of Conduct or similar document. Franchisee acknowledges that certain intbrmation obtained through its participation in the Play It Again Sports® Intemet and Extranet websites may be considered Confidential Intbrmation (as defined in Section 9 below), including access codes and identification codes. Franchisee'sright to maintain any website used in operating the Store, participate in the Play It Again Sports® Intemet or Extranet sites or otherwise use the Marks or Business System on the Intemet will terminate when this Agreement expires orterminates.

R Credit Cards Prnce^n^ Franchisee mnst cnmnlv with all Franchisor and vendor credit card poiieies Inaddition^ Franehisee mnst comnlv with the Payment Card Industry Data tr^t^^c^ ptAS ^t4 -11- s^ri^^nda^^pcTD^ purity s^nda^cmm^^ standards Franch^nr mav snec^

9 CONFIDENTIAL^ORMA^ON

A. Non-Disclosure of Confident Infbrmafiom Franchisee and those individuals who have signed the Fersonal Guaranty attached hereto as ^dnhi^ agree to use and pe^ Contidential Intbrmation (as detined below) solely in connection with the operation of the Store. Franehisee and Fersonal Guarantors turner agree that they will never, during the initial te^ term ofthis Agreement, or any time afrer this or any renewal Franchise Agreement expires ortermm^ Franchisee'srights under this Agreement or any renewal Franchise Agreement are assigned or terminated, divulge or use any ofFranchisor'sConfidential Intbrmation tbrthe benetit of anythird pa^ person, business entity or enterprise of any type or nature), nor will Franchisee or Fersonal Guarantors directly or indirectly aid such third party to imitate, duplicate or "reverse engineer"any of Fr^ Contidential Intbrmation. "Contidential Intbrmation" means all intbrmation, knowledge, trade secrets or l^ow-howutilizedby theBusinessSystemorwhichotherwiseconcernsFranchisee'sorFranchisor's systems ofoperation, programs, services, products, customers, practices, materials, boo^ computer tiles, databases or sofrware. Contidential Intbrmation includes (without limitation): all elements of the Business System and all products, services, equipment, technologies, policies, standards, requirements, criteria and procedures thatnow or in the tuture are part ofthe Business System; Fr^ Cperations Manual (including supplements to the Manual); all specitications, sources of supply, all procedures, systems, teclmiques and activities employed by Franchisor or Franchiseeintheofrer and sale of products and or services at the Store; all pricing paradigms established by Franchisor or by Franchisee; all of Franchisor's andBor Franchisee's sources (or prospective sources) of supply and all intbrmation pertaining to same (including wholesale pricing structures, the contents of sourcing agreements ofsuppliers);Franehisor^s specitications,andFranchisee'sttnalplans, tbrtheconstruction,build-out, design, renovation, decor, equipment, signage, turnitnre, fixtures and trade dress eleme identity o^ and all intbrmation relating to, the computer and DRS FCS hardware and sofrware u^ Franchisor and Franchisee; all intbrmation pertaining to Franchisor's and Franchisee's advertising, marketing, promotion and merchandising campaigns, activities, materials, specifications and proced customerlists.enstnmer data and^th^ records generated andBor otherwise maintainedby^^ Franchisor'slnternet Code of Conduct, social media policy,internetBweb protocols, procedures and content; Franchisor'strainingand other instruction programs and materials; all conununications between and Franchisee (mcluding the financial and other reportsFranchiseeis required to submit to Franchisor under the Agreement); additions to, deletions from and modifications and variations ofthe components of the Business System and all other intbrmation, knowledge and know-how which Franchisor and its atfiiiates, now or in the tuture, designate as confidential.

Confidenfial httbrmation will not, however, include inOrmation which Franchisee and Fersonal Guarantors candemonstrate came to their attentionbetbreFranchisor disclosed it toFranchisee (unless illegally or improperly procured by Franchisee or its Fe which, at or afrer the time of disclosure, has becomeapart of the public domain through publication or communication by others, but not through any act ofFranchisee or Fersonal Guarantors.

Fxeept as authorized in this Agreement, Franchisee and Fersonal Guarantors agree never to copy, duplicate, record or otherwise reproduce any ofthe Confidential share it with any other third party individual or entity; store it inacomputer or other electronic tbr^ otherwise makeit available to any third party by any other means whatsoever. Upon the expiration or terminationof this Agreement, Franchiseeand Fersonal GuarantorsagreetoretumtoFranchisorsuch ^7^t^^ PtAS-^ -12- Confident Inormafion as Fr^^ and other mstraefioaal coated f^ databases, sofrware and mannas whieh are thenmFranehisee'so npon Franehiser's request, destroy aii er certain Cenfidenhaihitermationa^ Franehisor. ttisspeeitieaiiynnderstoodthataiienstonterhsts or information addaeedhytheStoreis Franehisor'sproperty,notthe property ofFranchisee or Personal Guarantors.

Franchisee and Personal Guarantors tnust oniy divulge such Contidential intbtmation to Franehisee'soperational personnel as is neeessary tbr each to pertbnn hisBher functions and ^ "need to know" basis. Franchisee and Personal Guarantors agree to take all necessary precautions to insure that these individuals maintain the Confidential intbrmation in contidence and eomply with the contidentiality provisions of this Agreement. Franchisee's agreement to procure execution of a ContidentialityBNon-Competition Agreement from certain ofFranchisee'sowners, management and staff is set tbrth betbremSection^.B ofthis Agreement.

B. ContidentialitvBNon-Competition Agreements. All of Franchisee's employees who have managerial duties with respect to the Store and who have access to contidential infbrmation ofFranchisor, as well as all corporate offrcers, directors and shareholders if Franchisee isacorporation (all p^ Franchisee isapartnersbip), must sign Contidentiality^ to Franchisor, agreeing to maintain the confidentiality,during the course of their agreeme ofallintbrmation Franchisor copyrights or designates as confidential and proprietary. Copies of the executed agreements will be provided to Franchisorupon request.

Franchiseeagrees to vigorously and vigilantly proseeutetothefullest extent permittedby law breaches of any ConfidentialityBNon-Competition Agreement executed pursuantto this provision, and acknowledge Franchisor'sright, to be exercised as Franchisor alone determines, to enforce the ter^^ such executed ContidentialityBNon eompetition Agreement. if the substantive provisions of the ConfidentialityBNon-Competition Agreement have been breached by an individual employed, engaged or otherwise servmgthe Store who has not executedaConfrd^ mustnevertheless vigorously and vigilantlyprosecute such conductto the fullest extentpermi^

10 INSURANCE BONDING

A. insurance. Franchisee alone will be responsible tbr all loss or damage arising out of or relatingto the operation ofFranchisee'sbusiness or arising out ofthe acts or omissions ofFranchised of its agents, employees or contractors in the preparation and sale of products by Franchisee, and tbr all claims fbr damage to property or fbr injury or death ofany per Franchisee agrees to indenmify and hold Franehisor harmless againstand from any and all such cla^ and damage, including costs and reasonable attorneys'fees. Franchisee will obtain and maintain in tbree (underpolicies ofinsurance issued byacarrierthat is rated A-or better by AM Best) and paythe premiums tbr public liability insurance with productsBcompleted operations coverage and premises 1^ than $1,000,000 per occurrence and $2,000,000 in the aggregate, bailee insure consignment goods and other insurance in such types and amounts as Franchisor may reasonably require. Such insurance policies will expressly protect both Franehisee and Franchisor and will requirethem^ detend hoth Franchisee and Franchisor in any action. Franehisee will furnish to Frttnehisoraeertiticat^ ^n add^tin^ eaeh sueh insnrance^^tntodnhovonomin^pohcy must name Franchi^^^ insnred^ and providingprnvide that such poliey will not be canceled, amended or modified e thirty (30) days'priorwritten notice to Franchisor Ouau annual hasis aud upnuFrauehisnrsrenuesL Franchisee will furnish to Franchisor endors^^

^7^r^^ ptAS-^ -13- ^d^mg that Franch^ Mamtenance ofthe msurancerequfrement statedinSeetiontthelow ^Franehisee tails to ohtam or mamtammtbree any insurant this Section or to thmish any ^ertifi^at^n^^^^ ^^nl^ herennder, Franehisor may, in addition to aii other avaiiahie remedies, ohtain sneh eertitieate^nd^ements or n^^^msurance and Franchisees ^^^^^m^^d^th^c^sts inched in ohtninin^ sneh of insnrance. B. Bonding Franchisee wiii compiy with any and aii bonding reqnirements which may he appiicabieto its Fiay tt Again Sports® business, ineindingbondingreqnirementsresnitingtromthe consignment portion ofFranehisee'sbnsiness.

ii iNDFFFNDFNFCONFRACF^^

Franchisor and Franchisee are independent contractors. Neither Franchisor nor Franchisee wiii make any agreements, representations, or warranties in the name ofor tbr the other or that their reiah^ is other than franchisor and tranehisee. Neither Franchisor nor Franehisee wiii he obligated by or have any liahility nnder any agreements,representationsorwarrantiesmadeby theother nor willFranchisor be obligated tbr any damages to any person or property directly or indirectly arismg ont ofthe operah^^ Franchisee's business whether caused by Franchisee's negligent or willtul action or taiiure to act. Franchisee aclmowledges that the customer list of all retail or commercial customers shall be the sole and exclusive propertyof Franchisor and that Franchisee shall have no ownership rights or interesting^ customer list. Franchisee will indenmity Franchisor against and will reimburse Franchisors anddamages arising out of the operation ofFranchisee'sbusiness, including all costs Franchisor reasonably incurs in the defense of any such claim brought against it or in any action in which it is named asaparty^ ^including reasonableattomeys' ^^m^d^withontl^tati^any^a^hronghta^a^ related t^ Franchise violati^^Frivacy Taws Franchisor will have the right to defend any such claim against it. Franchisorwill indenmity Franchisee against andreimburse Franchisee tbr any obl^^ or liability tbr damages attributable to agreements, representations or warranties ofFranchisor, or c^^^ Franchisor'snegligenceorwillfrtlaetion, and tbr costs Franchisee reasonabiy incurs in the dete^ such claim brought against it or in any action in which it is named asaparty, provided that Franchisor will have the right to participate in and, to the extent Franchisor deems necessary, to control any litigation or proceeding whieh might result in liability of or expense to Franchisee sul^ect to such indemnification. Fhe indemnitiesand assumptions ofliabilities and obligations describedinthis Agreement wi^^ force and efrectfbllowingthe expiration, termination oratransfer ofthis A^

Nothinginthis Agreementmay beconstrued to ereateapartnership, joint venture,agency, employmentorftduciaryrelationship of any kind None ofFranchisee'semployees will ^ be Franchisor'semployees. Neither Franchisee nor any ofFranchisee'semployees whose compensation is paid by Franchisee may in any way,directly or indirectly,expressly or by implication, be construed be an employee of Franchisor tbr any purpose, most particularly with respect to any mandated or other insurance coverage, tax or contributions, or requirements pertaining to withholdings, levied or ^ any city, state or federal govemmentai agency. Franchisorwill not havethe power tohireor tire Franchisee'semployees. Franchisee will alone exercise day-to-day control over all operations, activities and elements ofthe Store. Franchisee acknowledges and agrees thatthe various requirements, prohihitions, specifrcationsandproceduresof theBusiness System which Franchiseeisrequired to comply with under this Agreement,whether set tbrth in the Manual or otherwise, do not directly or indirectly constitute, suggest, infer or imply that Franchisor eontrols any aspect or element of the day ^ day operations of the Store,whieh Franchisee alone controls, but only constitute standards Franchisee tr^^^^ ptAS-^t4 -14 must adhere to when exercismgcon^ Franehisee may net, without Franehisor'swritten approx orotherohiigations, otherthan speeitieaiiy provided inthis Agreement, t^ SALFSRFFORF^FtNANCiAL^^ A. Saies Reports. Franehisee wiii maintain an aeeurate written reeord ofdaiiy Gross Saies and wiiideiivertoFranehisorasignedandveritiedstatement of the weeidyGrossSaies of Franchisee's husiness using sueh torms as Franehisor may require in writing. Fhe weekiy statement ofGross Saies must he provided toFranchisor on or hetbre Wednesday of eaeh week tbr the preceding week. Franchisor reserves the right to modity or substitute the required tbrms and impose additionai recordkeeping procedures. B. Financiai Statements. Franchisee wiii, at its expense, provide Franchisor with quarteriy and annuai tinanciai statements and such other tinanciai reports as Franehisor specifies usingthe chart of accounts Franchisor requires. Aii financiai inOrmation provided to Franehisor under this Section must be presented in the tbrmFranchisor periodicaiiy requires in writing. Franchisee wiii deiiver the quarteriy financiai intbrmation to Franehisor by th^ the preceding quarter. Fhe annuai financiai statement must be provided on or betore Marchiof each year tbrthe preceding eaiendaryear. G. Audit Rights. Franchisee wiii make aii ofits financial books andrecords (inciudingthe tax returns ofFranchisee, its Fersonai Guarantors, and its sha^ representativeataiireasonabietimes tbr reviewandauditbyFranchisor or its designee. Franchisee's financial books and reeords tbr eaeh fiscai and calendar year wiii be kept inasecure piaee and wiii be available tbr audit by Franehisortbr at least five^years if an audit conducted by Franchisorresults ina determination that the Gontinuing Fees or other amounts paid to Franchisor are deficient (underpaid) h more than two percent (2%), Franchisee will pay Franehisor tbrthe reasonahle eosts and expenses that it has incurred asaresult ofthe audit, ifpursuantto audits, the Gontinuing Fees have been deficient bymore than two percent (2%) twice or more within any five(5) year period, this will be eonsideredamatefial breach o th^^^m^nt TDaddifi^F^u^ ^cedu^^amateri^ hreaeh ^theFranchise Apr^m^andF^ch^winpay^nf Franchisors eostsand expenses Franchiser inenrsresnifin^^mFra^^ andnnthnehness. t3 FRANGfflSGR'SRtGHFGFFiRSFRFFUSALFGFURGHASF

A. Restrictions. Franchisee will not sell, assign, trade, transter, lease, sublease, or otherwise dispose ofi (1) any interest in or any part of theFranchised Location or this Agreement,or (2) any controlling interest(whetherthrough one ormore related transactions)inFranchisee's^^^ ofFranchisee'sbusiness to any third party,without first offering the same to Franchisorin^ same priee and on the same terms as stated in the proposed third-party offer. Franchisee'swrittenofierto Franchisor must contain all material terms and conditions ofthe proposed sale or transter. Upon Franchisor'sreceipt of written notice specifying the proposed price and terms ofaproposed sale ortr^ of Franchisee'sbusiness, Franchisor willgiveFranchisee written notice within ten (10) businessdays thereafter if Franchisor has an interest in negotiating to purchase the business according to the pr^^ terms. IfFranchisorconnnencesnegotiationstopurchaseFranchisee'sbusinessasdescribed herein, Franchisee may not sell the business toathird party fbr at least thirty (50) days or unt^^ Franchisee agree in writing that the negotiations have terminated,whiehever comes first. IfFranchisor waives its right to purchase. Franchisee may complete the sale or transter of the business according to t^^.r^^ ptAS -15D terms desc^dmthe written Any stteh sale, transOr or assignment teathfrd party tssnl^eette the provistons s^ Franehisor'snonaeeeptaneeofFranehisee'swrittenotOr wiii not affeet or change Fran^^^ nnderthis Agreement.

B Corporate Franehisee. ffFranehisee isacorporation, the sharehoiders eannot seii, assign, pledge or otherwise dispose ofaeontroiiing interest in the capital stoek of Franehisee ("Capi^^ (except toin^edtatet^ily memhers of the controlling shareholders) or toatrnst estahiished O^ henetit) nntii the Capital Stock has heen tirst offered to Franehisor in writing nnder the same conditions offered to any third party. Ashareholder ofFranchisee may,however,heqneath, sell, assign, trade ortransterhisBherCapital Stock to the other shareholders ofFranchisee heeanse of death orperm^ disahiiity, withont tirst offering it toFranchisor,provided Franehisee providesFran^ noticeof all snchtransaetions. All shares of Capital Stoekissnedhy Franchisee'seorporationtoits shareholders mnst hear the tbilowing legend on the reverse side of eaeh issued and outstanding stock eertitieate;

Fhe sharesofcapital stock represented by this certificate are subiect toa written Franehise Agreement whieh grants Winmark Corporationaright of first refusal to purchase these shares ofcapital stock fiom the shareholder.

Nothing in this Section will be construed as prohibiting the shares of Capital Stock of a corporate Franchisee fiom being pledged as security to an institutional lenderwho has provided tinaneingto or tb^ Store; provided the mstitutional lender accepts such sec^ eonditions.

14 ASStC^^NTCFFRANCfflSFACRFFMFNF

A. ByFranchisor. Asale, transter or assignment by Franchisor of its interest in the Business System or the Marks or any parts thereof, andBorinthe sale, transter or assignment by Franchisor of this Agreement or any interest therein, may be completed without the consent ofFranchisee. Fothe extent that the purchaser or transteree shall assume the covenants and obligations ofFranchisor under this Agreement Franchisor shall thereupon and without turther agreement, b to sueh covenants and obligations. Franchisee acknowledges that nothing in this Agreement shall prevent Franchisor fiom granting security over any of its assets, including the Marks and any other intellec^^^ property, on terms required by any secured party fiom time to time, and Franchisee turther acknowle^ thatany sueh secured party oranyagentsaetingonbehalfof such secured party shall not have any obligations to Franehisee by reasons only of sueh security interest.

B. Corporate Franchisee. Fhis Agreement may be transterred or assigned by Franchisee toa corporation whieh is owned or controlled by Franehisee, provided Franchisee and all other shareholders of the assignee corporation owning at least ten percent (10%) ofthe Capital Stock thereof sign the Fer^^ Cuaranty attaehedheretoasFxhibitCandagreetobeboundby theprovisions of this Agreement. Franchisee will give Franchisor fifteen (i5) days written notiee betore the proposed date of assignment transterofthis Agreement toacorporation owned or controlled by Franehisee; however, the transfer assignment of this Agreement will not be valid or effective until Franchisor has received the legal documents whieh its legal counsel deems necessaryto properly document such transter or assignment.

C. Conditionsto OtherFranster or Assignment. Franehisee(and its partners and shareholders, if any) will not transter(whether voluntary or involuntary), assign or otherwise dispo transactions, Franchisee's business, the Franchised Location, substantially all orallof the assets of

t^t7^0^C^ PtAS-^t4 -16 Franchi^sbusm^^Agreem^ mcludeaproposedfransOr of fifty without Franchisor prior written consent except to tmsts^ Franehisor wiii not unreasonahiy withhold its consent toatranster, sni^eet to any or aii of the toiiowing con descrihed heiowwhichFranchisormaydeentnecessaryA

1. Ail ofFranchisee's accrued ntonetai^ ohiigations to Franchisor and supphers wiii have heen satisfied, and Franchisee is not in detauit under this Agreement;

2. Franehisee executes a written agreetnent in a torm satisfactory to Franchisor, in whieh Franehisee covenants to observe aii appiicahie post-ternt ohiigations and covenants contained in this Agreetnent;

3. Fhe transteree-fianehisee enters into a written agreement in a form satisfactory to Franehisor assuming and agreeing to discharge aii of Franchisee's ohiigations andeovenants underthis Agreement fbrthe remainderof itstermor, at Franchisor'soption, executes Franchisor's then-current standard fbrm of fianchise which may not contain anyturther rights of renewai, but may contain royaity rates and advertising eontributions(which maybe different than thoseeontainedinthisAgreement),and an altered FxciusiveFerritory;

4. Fhe transfereefianehisee is notacompetitor ofFranchisor or the Business System and is approved byFranchisor and demonstrates toFranchisor'ssatistaction that heBshe meets Franchisor's managerial, financial, and business standards tbr new fianchisees, possessesagood business reputation and eredit rating, and has the aptitude and ability to conduct thefianehisedbusiness. Franchisee understands that Franehisor may eonnnunicate directly with the transteree-fianchisee during the transfer process to respond to inquiries, as well as to ensure that the transteree fianchisee meets Franchisor's qualifications;

5. The transteree-fianchisee successfully completes Franchisor's training program; and

6. Franchisee pays Franchisor a transfer fee of Five Thousand Dollars ($5,000) tbrthe eosts Franehisor incurs, includingthe costs of any required trainm^^ will be no transfer fee payable fbr transfers to innn^ children).

15 FRANCfflSDR'STFRMlNAFlDNRlGHFS

A. Grounds. Franchisee will be in default, and Franchisor may, at its option, terminate this Agreement, as provided herein, if(l)Franchisee fails to open and connnence operations ofthe Store at sue time as the premises are ready fbr occupancy or within nine (9) months ofthe execution ofthis Agreem whichever occurs first; (2^ Franchisee violates any material provision or obligation ofthis Agre Franchisee or any of its managers,direetors,officers or majority shareholders are convicted ot^ or plead guilty to or no contest to(a)acharge of violating any law which adversely impacts upon the reputation of the fianchised business or (b)anyfelony;(4) Franchisee fails to confbrm to the materials Business System orthe material standards ofunitbrmity and qualitytbrthe products and se^^^ hasestablishedinconnectionwiththe Business System; (5) Franchisee tails to timely pay Gontin^ Marketing or Advertising Fees, buying group (inventory) obligations or any other obligations or liab^ tr^t^r^^ ptAs-^t4 -17- due and owmgto Franchisor or msolventwidtm die nteanmg ofany appi^ the henefit ofcreditors or enters into any similar arrangement Or die dispose of ereditors^^Franehiseevoinntariiy or otherwise "ahandons"(as defined heiow)thefianeh^ (9) Franehisee is invoived in any act or eondnet whieh materiaiiy impairs the goodwiii associated wi^ name "Fiay ttAgam Sports" or any of the Marks or the Bn^ Store premises expires or is terminated Or any reason (nniess Franehisee recewes Franch^ consent and reioeates within the Deveiopment Area toasite annrovedhv Franchisorwithin six^ thereafierandFranchiseesignsanewiease in compiiance with Section 8(D^^(ii)Franchiseedetanitsm any otheragreement withFranchisor, itssnhsidiariesor atfiiiates, anddoesnot cnresnehdetanit in aeeordanee with the terms of sneh other agreement^t^Franehisee receives freqnentandBnrs^^^ c^mnlaints frnm cnstnmersand^remninvees concerns th^ Store: nrtt^ Franch^ c^perateand fimelv comnlete any andit authorised hyFranehisor Fhe term"ahaudon" means Franchisee'staiinre to operate the Store dnring regaiar hnsiness hoars Oraperiod of ten (iO)consecn^ days withont Franchisor'sprior wrinen consent nniess snch taiinre is dne to an act of God, war, str^^^ riots.

B. Froeednre. Fxeept asdeserihedheiow,Franehiseewiiihavethirty(30)days,or sneh ionger period as appiicahie iaw may reqnire,afieritsreeeipt fiom Franchisor ofawritten Notiee of Fermination within which to remedy any detanit herennder, and to provide evidence thereof to Franehisor nniess,hecanse ofthe nature of snch detanit. Franchisee is nnahie to enre the detauit within the appiicahie cure period, in which ease, Franchisee wiii receive such additional time as is reasonahiy necessary within which to eure such detauit, notto exceed an additionai thirty (50) days upon condition that Franchisee reeeipt of such notice fiom Franchisor, innnediateiy commences to cure such hreaeh and continue to use its hest efforts to do so. IfFranchisee taiistocorrectdie aiieged detauitwithinthattime(or sueh ionger period oftime as appiicahie iaw may require), this Agreement wiii terminate without Orther notice to effective innnediateiy when the thirty (50) day period(or such iongerperiod as appiicahie expires. Franehisor may terminate this Agreement immediateiy upon dehvety ofwritten notice to Franchisee, with no opportunity to eure, ifthe termination resuits fiom any ofthe Oiiowing: (i)Franehisee repeatediyfaiistocompiy withone or more material requirements of this Agreement;^) the nature of Franehisee'shreachmakesitnoteurahie; (5)Franehiseewiiifuiiy and repeatediydeceives customers relative to the source, nature or quaiity of goods soid; (4) any defauit under items (i),(5),(6),(^^^ (ii^l^o^^ in Section 15(A) ahove; or (5) Franchisee willOlly and m statement,or other wrinen data firmishedt o Franchisor either during the fianchise appiieation process or afier Franehisee is awardedafianchise. For purposes ofSectionl5(B)(l)of the Franchise Agreement, the word "repeatedly" means Franchisee'stailure, on two or more separate occurrences during anytwen^^ (24) month period, to comply with one or more material requirements ofthe Franchise Agreement, even if the defauit is suhsequentlycuredwithin the applicahie time period. Any report suhmittcd pursuant to Section i2 will he conclusively deemed to he materially ^Iseifitunderstates Gross Sales hymore than Our pereent(4%)

G. Applicahie Law, tfthe provisions ofthis Section 15 are inconsistent with applicahie law, the applicahie law will apply.

16 FI^GfflSFF'SFFRl^AFtGN^GHFS:NGFtGF^GUt^

A. Fermination. Franehisee may terminate this Agreement ifFranchisor violates any material ohiigationof Franchisorto Franehisee and failsto eure such violation within thirty (50)days afier Franchisor'sreeeipt of written notice fromFranchisee; provided, however,thatFranehisee is insuhstantiai tr^^r^^ ptAS-^t4 18 comphance with the Agreement^th^ wiii identity the violation and demand that it he eared.

B. Reqnhed Notiee. Aparty ntast give the othet patty written notiee of an alleged detanit nnder orviolation ofthis Agteement after it has l^owledgeot^ determined or is ofthe opinion thatthe heen an alleged detanlt nnder or violation ofthis Agreement. Ifthere is tailnre to give written notiee ofan alleged detanltnnderthis Agreement withinone (1) year trom the date that the nonhreaehing party ha^ Imowledge of, determines or is ofthe opinion that there has heen an alleged detanlt, the alleged de^ he deemed to he approved and waived, and the alleged detanlt or violation will not he deemed to hea detanlt nnder orviolation ofthis Agreement.

17 FRANCfflSEE^OBLlGATlONSt^ONTERMlNAT^^

A. PostTermDnties. Ifthis Agreement is tetminated tbr any reason, Pranehiseewill(l) within tive(5) days after tetn^ination, pay all amounts dne and owing to Franehisor or suppliers nnder thi^ Agteement;^retnrn to Franehisor by tirst elass prepaid United States mail the Man^ manuals,advertising materials and aiiother printed materials relating to the operation of thefi^^ business;(3)assigntoFranehisoror,atFranehisor'sdiseretion,diseonneet the telephone numher tot Store;and(4)removeallsigns and other materialshearing the name"Flaylt Again Sports^and other Matks; (5) eomply with all post termination ohiigations under the Software License Agreeme the retum of all copies ofFranehisor'sproprietar^software;(6)diseonneet any httemet wehsite Fra^^ hadestablished inconnection with Franehisee'soperationof the Store;and(7)eomply withallother applicable provisions ofthis Agreement, mcluding the non-compete provisions. Upon termination of this Franehise Agreement tbr any reason, Franehisee'srightto use the name "Flay ItAgain Sports" and^ Marl^ and theBusinessSystem will immediately terminate. If Franchisee tails to remove all signs and othermaterialsbearingthe Marks, Franchisor may do so atFranehisee'sexpense.

B. Redecoration. If this Agreementisterminatedtbr any reason, andFranchisee either remains in possession of the Franchised Location to operateaseparate business not in violation of Section l^below or enters into an agreement withathird party to allow such third party to directly or ind^^ operateabusiness at the Franchised Location, Franchisee will, at its expense, modily hoth the exterio interior appearance ofthe business premises so thatthey will be easily distinguished fiom the appears aFlayltAgain Sports® Store. Ataminimum, such changes and modifications to the premises will include: (l)repainting the premises with totally different colors; (2) removing all sigas and other materi^^ the name"Flay It Again Sports"and other Marl^;^removing fiom the premises all fixtures which are indicative ofFlay It Again Sports® Stores;^discontinuing use of the approved employee unitbrms^ retraining fiom using any unitbrms which are confusingly similar; and (5) discontinuing use of all pael^ging and confidential infbrmation regardingthe operation ofthe Store.

18 FRANCHISFF'SCOVFNANFSNOFFOCOMFFFF

A. During Ferm. Franchisee (and all Fersonal Guarantors and owners of all or partof Franchisee)willnot,duringthetermofthis Agreement, on their own aeeount or as an employee, consults partner, officer, director, or shareholder of any other person, firm, entity, part^ operate, lease, fi^chise, conduct, engage in, be connected with, have any interest in, or assists entity engaged in any other sporting goods business.

B. AfterFermination. Franehisee (and all Fersonal Guarantors and owners of all or part of Franchisee^will not, direetiy or indireetiy, Oraperiod of two (2) years after this Agreement expfr^^ terminated (except tbratermination asaresult ofaFranehisor'sbreaeh), on their own account or as an t^7^r^^ ptAS-^t4 -19^ employed eonsuhan^ partner o^ or corporaion, own, operas assist any person or enrity engaged in any sporting goods hnsiness ^cation or withinaten(iO) miie radins of the Franehised ^cation or aay Piay it Again S^ Franehisee expressiy agrees that the two-year period and the ten(iO) miie radinsare^ neeessary time and distance needed to protect Franehisor ifthis Agreement expires or is terminated^ reason.

O Extension Dnring Breach. Franehisee (and aii Personal Gaarantors and owners of aii or pari ofFranchisee^acimowiedge and agree that the two (2) year non-competition period setters i8.B ahove wili he extended tbraperiod of time eqnai to the time dnring which the Franchisee is in hre^ of any of the provisions ofSectioni^.B.

D. tninnetive Relief. Franehisee agrees that damages alone eannot adequately compensate Franchisor if thereisaviolationofthesenoneompetitioneovenants,andFranehiseestipnlates that Franehisor would he irreparahly harmed hy sueh a violation and that preliminary and permanent injunctive relief isessential and must heentered icr the protection ofFranchisor. Preliminary and permanent injunctive relief will he entered hy a eourt of competent jurisdiction entorcing the noncompetition covenants without Franehisor posting any hond or security, in addition to all other remedies that may he availahle to Franehisor at equity or law. inthe event Franehisee is in hreaeh ofthe non competition covenants, Franehisee agrees that Franehisor may connnenee an arhitration proceed (a^ setforth in S^etionl^.A) using American Arhitration Association emergency proeedu^ injunctive relief.

19 ARBIFRAFID^FNFDRCFMFNF

A. Arhitration Process. Fxeept to the extent Franchisor elects to entorce the provisions ofthis Agreementhy judicial nroeess and miunction as nrov^ claims and controversies hetween the pariies arising under or in connection with this Agreementor^ malring, pertbrmanee or interpretation thereof(ineluding eiaims offraud in the inducements oftraudandthearbinabiiity ofany matter) will hesettiedbyarbitration in Minneapolis, Minnesota pursuant to the Federal Arbitration Act. Fhe arbitrator(s)willhaveaminimum of tiye(5) years experience in franchising or distribution law and will have the right to award any type of relief include limit^dto,damagesandequitnhlereliefexeeptaslimitedby Section 19.C Fhe proceedings willhe conducted nnder the eonnnereiai arhitration rules of theAn^ such Rules arenot inconsistent withtheprovisionsofthisarbitrationprovision. Fhedeeisionofthe arbitrators) will he tinai and binding on all parties. Ciaims in arbitration of difrerent parties may not he joined. Fhis Section will survive termination or non renewal of this Agreement nnder any circumstances. Indgmentupontheawardofthearbitrator(s)may he enteredinanycouri having jurisdietionthereof. Duringthe pendeneyofany arhitration proeeeding, Franchisee and Franchisorwill^^ respective obligations underthis Agreement.

B. Additional Proceedings, fr^ atter Franchisor or Franchisee institutes an arbitration proceeding, one or the other assertsaclaim,eounterelaim or detense, the subject matter of which, under statute or currentjndicial decision is nonarbitrable tbr public poliey reasons, the party aga^ claim, counterclaim or defense is asserted may elect to proeee counterclaims or detenses or to proceed to litigate all claims, counterclaims or detenses inacourt havm^ competent jurisdiction. tr^7^T^^ ptAS ^t4 -20- O Punifive Damage Franehisor and Franehisee aeknowiedge that jndgment npon an arhitration award may he entered in any eourt of eon^^ nonappeaiahie. Franehisor and Franehisee(and their respective owners and guarantors, if appiieahie)a^ to waive, to the tuiiest extent petmitted hy iaw, the rightto or eiaim tor any punifi^^ against the other and agree that in the event ofadispute hetween them, eaeh wiii he iimited to the r^^ ofaetnai damages sustained hy it.

O. FntoreementofFranehise Agreement. Notwithstandingthe otherprovisions ofthis Section i9,Franehisee recognizes thatthe t^inreofasingie franehiseet o eompiy with the terms ofits Fi^^ Sports® franehise agreement wouid eause irreparahie harm to Franchisor or to some or aii other Fiay it Again Sports® franchisees. Franchisor and Ftanchisee therefore agree that, in the event ofahreach or threatened hreaeh ofSections 5,8, 9, i2,i5,i4,i7 andBor i8of this Agteement hyFranchi^^ eventofanyeonduethyFranehiseewhieh is iiiegai or is dishonest or misieading to Franehisee'seustomers or prospective customers or may impair thegoodwiii associated with the Marks, Franehisor may s^ek annhtainatemnora^ nr^hmma^ or nermann minncti^n^^^ of specific perOrmance,without showing or proving any actnai damage, untii sueh time a^atinai^ hinding determination is made hvth^ arhitrator aod withont posting anv hond or other secnri^^ Fhe toregoing equitahie remedy wiii he in addition to, and not in iien ot^ aii other remedies or rights wh^ Franchisor might otherwise have hy virtue of any hreaeh of this Agreement hyFtanchisee. Franehisee stipuiatesthatapreiiminary ir^unetion restraining suehhreaehor ordering specific p^rO enteredhy,atthe soiedi8eretionofFrnnehisor,thearhitratororaeourt, withont posting any hondor security, untii sueh time a^afinai and hinding determination is made hythe arhitrator.

F. Attomev'sFees. Fhenon-prevaiiing party wiiipayaiicosts and expenses, ineinding reasonahie anorney's tees, mcurred hy theprevaiiing FranchisorandFranchisee.

20 SFVFRABiLiTYANDCONSFRUCFiON

A Severahiiitv. Aii provisions of this Agreement are severahie and this Agreement wiii he interpreted and entbrced as if aii compieteiy invaiid or unenforceahie provisions were not con^ and partiaiiy vaiid and entbrceabie provisions wiii be entbrced to the extent vaiid and entb tfany apphcahie iaw or ruie of any jurisdiction requiresagreaterpriornotice period than is required he if nnder any apphcahie iawor mieof anyjurisdiction, any provisionof this Agreementis invaiidor unentbrceabie, the prior notiee required by such iaw or ruie wiii be substituted fbr the notice r^^ hereof or such invahd or unenforceahie provision wiii be modified to the extent required to be vaiid and entbrceabie. Such modifications to this Agreement wiii be effective oniy in sueh jurisdiction and wiii he entbreedasoriginaiiymadeandentered into in aii other jurisdictions.

B. Waiver. Franchisorand Franchiseemay hy written instrument uniiateraiiy waive any obiigation of or restriction upon the other under this Agreement. No acceptance by Franehisor of any payment hy Franehisee and no taiiure, refiisai or negiect ofFranchisor or Franehisee to exercise any ri^ underthis Agreement orto insist upon fiiii compiiance bythe otherwith its ohiigations hereunder, inei^^ any mandator specification, standard or operating procedure,wiii constituteawaiver of any pr^^ thisAgreement.

O Cumuiative Rights. Fhe rights ofFranchisor and Franchisee hereunder are cumuiative and no exercise or entbrcement by Franchisor or Franehisee of any right or remedy herennder wiii preclude the exercise or enforcement by Franehisor or Franehisee of any other right or remedy hereunder or which Franchisoror Franehisee is entitiedhyiawto enforce. tr^7^t^^ PtAS-3/t4 -2i- D. GovemingLaw Except to the extent governed by theUnitedS^esTrademark Act of 1946(Eanh8mAet,t5U^O Section 1051 etseq.^ this Agreement and the tt^ehise relate governed hythe laws ofthe state in which the Franehised Location ts located.

E. Binding Efleet. Fhis Agreetnent ishinding npon the parties hereto and their respective exeentors, administrators, heirs, assigns and sneeessors in interest.

F. Consents. Wheneveraparty'sconsent or approval is required nnder this Agreement, sneh consentor approval will nothe nnreasonahlywithheld or delayed.

C Entire Agreement. Fhe"Backgronnd"section is part of this Agreement whieh, together with exhihits, represents the entire agreement ofthe parties. Fhis Agreement supersedes and terminates any prior oral or written underst^dings or agreements hetween Franehisor and Franchisee relatingto the subject matter of this Agreement. Nothing in this Agreement or any related document is intended to disclaim the representations made in the Franchise Disclosure Document. No moditication of this Agreement will be etOctive unless it is in writing and signed by Franchisor and Franchisee. Fhe term "Franehisee" as used herein is applicable (where relevant) to one or more persons,aeorporation orapartnership. Reterences to "Franehisee,""assignees"and^ansterees" whieh are applicable to an individnai or individuals mean the prineipai owner or owners ofthe equity or operating control ofFranchisee or any sneh assignee ortrans^ ifEranchisee or sueh assignee or transteree isacorporation or partnership. IfFranchisee consists of more than one individual, all individuals will be boundjointly and severally bythe provisions ofthis A^

21 NDFtCES

All notices to Franehisor will heinwriting and will he made by personal service or sent hy prepaid eertittedorregister^dUnited States mail, retnrnreeemtre^uested,^^ in writing addressed to Franehisor at its prinemnlnlnc^ofhusin^ orat ^uoh other address nsFmnehisor may designateinwriting. All notices to Franehisee will he made by prepaid eertiti^d or registered United Stute^ muii remrn r^ceintr^uuest^ Location, or sueh other address as Franehisee may designate in writing. Unless state lawrequires otherwise, notiee may also be given when sent byUSMail or orthe la^tl^own addrew QfF^ deemed ^ve^^^persnn^v dehvered on thedatedehvered^nlif^^ certified malLnns^eprepaid^three^ nverni^hLdelivery service ^at^i^requiresawrinenreceiptto^^ (t) hnsiness dav afrer it is senLnr(iv) if sent eleetroniea^nn the date dehvered to the a^ emaii address^on mav change yo^rootic^add^shYPi^PWritt^O notice

22 ACKNOWLEDGMENTS

A. independentinvestigation. Franchisee acknowledges that it has conducted an independent investigation ofthe business fianchised hereunder, and recognizes that the business venture contemplated bythis Agreement involves business risks and that its success will largely depend on Franehisee'sahili^ an independent business person. Franehisor expressly disclaims the making o^ and Franchisee acknowledges that it has not received, any warranty or guarantee, express or implied, as to the potential volume, profits, or success ofthe business venture contemplated bythis Agreement.

E. FranchiseAgreement. Franehisee acknowledges that it has received, read, and understood this Agreement and that Franehisor has fitlly and adequately explained the provisions of it to Franch^^ satist^tion and that Franchisee has had sutficient time and opportunity to consult with advisors of i^ choosing aboutthe potential henefits and risks of entering into dtis Agreement. tm7^t^ PtAS -22- C. Other Franchises. Franchisee acknowledges that other franchisees of Franchisor have or will be granted franchises at different times and in different situations, and further acknowledges that the provisions of such franchises may vary substantially from those contained in this Agreement.

D. Receipt of Documents. Franchisee acknowledges that it received a copy of Franchisor's Franchise Disclosure Document, as required under federal and applicable state franchisedisclosur e law, at least fourteen (14) calendar days before signing this Agreement or any other binding agreement, or paying any fees to Franchisor or its affiliates. In addition, if Franchisor materially altered the provisions of this Agreement, including any attachments relating thereto, or any related agreements attached to the Franchisor's Franchise Disclosure Document (except as a result of negotiations Franchisee initiated). Franchisee acknowledges that it received a copy of this Agreement or the related agreement at least seven (7) calendar days before signing it.

IN WITNESS WHEREOF, Franchisor and Franchisee have signed this Agreement as of the day and year first above written.

FRANCHISOR DISCLAIMS ANY WARRANTY OR REPRESENTATION AS TO THE POTENTIAL SUCCESS OF FRANCHISEE'S BUSINESS OPERATIONS UNDER THIS AGREEMENT.

This is a legal document which grants specific rights to and imposes certain obligations upon Franchisor and Franchisee. Consult legal counsel to be sure that you understand your rights and duties. Please insert the name and address of your attomey:

"FRANCHISOR" "FRANCHISEE"

WINMARK CORPORATION If "Franchisee" is a corporation,

(Print Corporate Name)

By. By Its Its

If "Franchisee" is one or more individuals,

[Name], Individually

[Name], Individually

[Name], Individually

{TH7452.DOC } PIAS-3/14 -23 - CALIFORNIA ADDENDUM TO PLAY IT AGAIN SPORTS® FRANCHISE AGREEMENT

In consideration of the execution of the Franchise Agreement, Franchisor and Franchisee agree to amend the Franchise Agreement to provide as follows:

1. Section 11 of the Franchise Agreement contains a liquidated damages clause. Under California Civil Code Section 1671, certain liquidated damages clauses are unenforceable.

2. Section 15 of the Franchise Agreement provides for termination upon bankruptcy. This provision may not be enforceable under federal bankruptcy law (11 U.S.C.A. Sec. 101 etseq.).

3. Section 18(B) of the Franchise Agreement contains a covenant not to compete which extends beyond the term of the franchise. This provision may not be enforceable under California law.

4. Section 19 of the Franchise Agreement requires binding arbitration. The arbitration will occur in Minneapolis, Minnesota. The non-prevailing party will pay all costs and expenses, including reasonable attorney's fees, incurred by the prevailing party in any arbitration. This provision may not be enforceable under California law.

5. Section 19 of the Franchise Agreement requires that arbitration take place in Minneapolis, Minnesota. Prospective franchisees are encouraged to consult legal counsel to determine the applicability of federal and state laws to any provisions of an agreement restricting venue to a forum outside the State of California.

6. In all other respects, the Franchise Agreement will be construed and enforced according to its terms.

Franchisor's Initials Franchisee's Initials

{TH7264.DOC } PIAS-3/14 HAWAII ADDENDUM TO PLAY IT AGAIN SPORTS® FRANCHISE AGREEMENT

In consideration of the execution of the Franchise Agreement, Franchisor and Franchisee agree to amend the Franchise Agreement to provide as follows:

1. Section 17 of the Franchise Agreement provides, in part, that Franchisee has no interest upon termination of or refusal to renew or extend the Franchise Agreement. Section 17 is amended to provide that, upon termination or refusal to renew the Franchise Agreement, the Franchisee will be compensated for the fair market value of certain assets of the Franchised Business, as more fully described in Haw. Rev. Stat. § 482E-6(3).

2. In all other respects, the Franchise Agreement will be construed and enforced according to its terms.

Franchisor's Initials Franchisee's Initials

{TH7264.DOC } PIAS - 3/14 ^LINO^ADOENDUMTO PLAYITAGAINSPORTS® PRANCfflSPAOREPMPNT

In eonsiderafion of the execufion of the Pranchise Agreement agree to antend the Pranchise Agreetnent as Ibiiows:

T Section 19 is amended to ineinde the toiiowing;

Any provision inafranchise agreement that designates jnrisdietion or venne ina tbmm ontside of tiiinois is void provided thatafranehise agreement may provide torarhitrationinatommontsideoftiiinois.

2. Section 20(O)of the Pranehise Agreement is amended to provide that tiiinois iaw wiii govern the Franchise Agreement and any reiated agreement whieh specitieaiiy states that the governing iawprovision stated inthe Franchise Agreementwiii govern.

3. Section 20(O)of theFranchise Agreement isamendedhy the deietionof the second sentence and the addition ofthe toiiowing;

Fhis Agreement and the Oiseiosnre Ooenment deiivered to Franchisee in connection with this Agreement supercede and terminate any prior orai orwritten understandings or agreements hetween Franehisor and Franchisee reiating to the suhject matter ofthis Agreement and such Oisciosure Document.

4. Section 22(A) ofthe Franehise Agreement is amendedhy deletion ofthe second sentence in sueh provision.

5. Seetion22(D)oftheFranehise Agreement is amendedhy the deietionof sueh provision.

6. Sectional of thetiiinoisFranehiseDisciosure Act states that "anyeondition, stipulation, orprovisionpurportingto hind any person acquiring any franchiset o waive compiiance with anyprovision ofthis Act or any other law ofthis State is void"

^. inall other respeets, the Franehise Agreement will he construed and entorced with itsterms.

(Franehisor'slnitials) (Franchisee'slnitials)

^72^^^^ PtAS-^t4 MARYLAND ADDENDUMTO PLAYITAGAIN SPORTS® PRANCfflSPAOREEMPNT

In eonsiderafion of the execufion of the Pranchise Ag^emen^ agree to intend the Franchise Agreement as Ibiiows:

L Section i6(B) ofthe Pranchise Agreement is amended to provide that any eiaitns arising nnder the Maryland Franchise Registration and Diselosnre Law mnst he hronght within^ years atterthe grant ofthe tranehise.

2. Section 22 ofthe Franchise Agreement is amended to provide that any disclaimers oraeknowledgmentshyFranehiseeander this Section are not intended to nor shall act asarelease, estoppel or waiver of any liahility inenrred nnder the Maryland Franehise Registration and Diselosnre Law.

3. in all other respeets, the Franehise Agreement will he eonstmed and entbrced with itsterms.

FranehisoBstnitials Franehisee'stnitials

(r^^r^^ ptAS MINNESOTA ADDENDUM TO PLAY IT AGAIN SPORTS® FRANCHISE AGREEMENT

In consideration of the execution of the Franchise Agreement, Franchisor and Franchisee agree to amend the Franchise Agreement as follows:

1. Section 3 of the Franchise Agreement is revised to include the following language:

Franchisor will indemnify a Minnesota Franchisee for damages for which such Franchisee is held liable in any proceeding arising out of the use of the "Play It Again Sports" mark, provided that Franchisee has used the mark properly and has notified Franchisor of any claim against Franchisee within ten (10) days of Franchisee's knowledge of such claim. Franchisor will have sole control of any litigation involving the Marks. Franchisor's indemnification obligation will not apply to any franchisee residing outside the state of Minnesota who purchases a franchise to be located outside ofMinnesota.

2. Section 15.C of the Franchise Agreement is revised to include the following language:

With respect to franchises governed by Minnesota law, Franchisor will comply with Minnesota Stat. Sec. SOC. 14, Subds. 3, 4 and 5 which require that, except in certain specified cases, Franchisee be given 90 days notice of termination (with 60 days to cure) and 180 days notice for non-renewal of the Agreement.

3. Section 18 of the Franchise Agreement is revised by deleting the second sentence in Section 18(D) in its entirety and substituting the following in lieu thereof:

Franchisee therefore agrees that in case of any alleged breach or violation of this Section by it, Franchisor may seek injunctive relief in addition to all other remedies that may be available to Franchisor at equity or law.

4. In all other respects, the Franchise Agreement will be construed and enforced with its terms.

Franchisor's Initials Franchisee's Initials

{TH7264.DOC } PIAS-3/14 NORTH DAKOTA ADDENDUM TO PLAY IT AGAIN SPORTS® FRANCHISE AGREEMENT

In consideration of the execution of the Franchise Agreement, Franchisor and Franchisee agree to amend the Franchise Agreement as follows:

1. Section 18(B) of the Franchise Agreement is amended by the addition of the following sentence at the end of such provision:

Covenants not to compete such as those mentioned above are generally considered unenforceable in the State ofNorth Dakota.

2. Section 19(A) of the Franchise Agreement is amended to provide that Franchisor and Franchisee will agree to the site of arbitration.

3. Section 19(C) of the Franchise Agreement is deleted in its entirety.

4. In all other respects, the Franchise Agreement will be construed and enforced with its terms.

Franchisor's Initials Franchisee's Initials

{TH7264.DOC} PIAS-3/14 RHODE ISLAND ADDENDUM TO PLAY IT AGAIN SPORTS® FRANCHISE AGREEMENT

In consideration of the execution of the Franchise Agreement, Franchisor and Franchisee agree to amend the Franchise Agreement as follows:

1. Section 19 of the Franchise Agreement is amended to include the following:

§ 19-28.1-14 of the Rhode Island Franchise Investment Act provides that "A provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under this Act."

2. In all other respects, the Franchise Agreement will be construed and enforced with its terms.

Franchisor's Initials Franchisee's Initials

{TH7264.DOC PIAS-3/14 VIRGINIA ADDENDUM TO PLAY IT AGAIN SPORTS® FRANCHISE AGREEMENT

In consideration of the execution of the Franchise Agreement, Franchisor and Franchisee agree to amend the Franchise Agreement as follows:

1. Section 15 of the Franchise Agreement is amended by the addition of the following language:

Pursuant to Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a franchisort o cancel a franchisewithou t reasonable cause. If any grounds for default or termination stated in the Franchise Agreement does not constitute "reasonable cause," as that term may be defined in the Virginia Retail Franchising Act or the laws of Virginia, that provision may not be enforceable.

2. In all other respects, the Franchise Agreement will be construed and enforced with its terms.

Franchisor's Initials Franchisee's Initials

{TH7264.DOC} PIAS-3/14 WASfflNGTONADDENOUMTO PLAYITAGAIN SPORTS® PRANCfflSPAOREEMPNT

In eonsiderafion ofthe execufionof^ agree to amend the Pranchise Agreement as tbllow^

4 Section i4(C) of thePranehise Agreement is amendedhy the additionof the toiiowing iangnage;

Transfer tees are coiieetahie tothe extent that they retieettheti^ehisor'sreas^ estimated or aetnai eosts in effeetingatranster.

2. Seetionsofthe Franchise Agteement is amended hythe addition ofthe toiiowing iangnage;

Ifany of theprovisions inthe Franchise Oiseiosare Oocnment or Franchise Agreement are inconsistent with the reiahonship provisions ofROWI9T00T80 or other reqnirements ofthe Washington Franchise Investment Protection Act, the provisions ofthe Act wiii prevail over the inconsistent provisions ofthe Franehise Disclosare Ooenment and Franchise Agreement with regard to any tranehise sold in Washington. There may also he eonrt decisions which may supersede the h^ehise agreement in yonr reiationship with the franchisor ineinding the areas of termination and renewai ofyonrfianchise.

3. Section 19(A) ofthe FranchiseAgreement isamendedhy theadditionofthe fbiiowing iangnage;

In any arbitration invoivingatranchise purchased inWashington, Ihe arbitration site will be either inWashington or inapiace as agreed npon at the time of the arhitration or as determined bythe arbitrator.

4. Section 20(B) ofthe Franehise Agreement is amendedhy theadditionofthe tbilowing language;

Areiease orwaiver of rights executed byafianehisee shall not include rights under the Washington Franehise Investment Protection Act except when executed pursuant toanegotiated senlement after the agreement is in efiect and where the parties are represented by independent counsel. Provisions such as those whieh unreasonably restrict or limit the statute of limitation period fbr claims under the Act, rights or remedies under the Act such asaright toaju^ trial may not he enforceable.

5. In all other respeets, the Franchise Agreement will be construed and enforced with itsterms.

Franchisor's Initials Franchisee's Initials

{TH7264.DOC } PIAS -3/14 WISCONSIN ADDENDUM TO EEAYIT AGAIN SPORTS® TRANCHISEAOREEMENT

This Addendum sh^pertamlo franchis so^mlhe Slale ofW Ihe purpose efeempiying with Wiseensinslalules and reguialiens. Nelwilhslanding anything whiehmay he eentained in the hody of theEranchise Agreementto the eoutrary^the Agreement shaii he amended as tbiiows:

1. Section i5 ofthe Eranehise Agreement is amended hy the addition of the toiiowing ianguage:

Eor aii franehises soid in the State of Wiseonsin^Eranehisor shaii provide Eranehisee at ieast ninety (90) days' prior written notiee of termination, eaneeiiation,orsuhstantiaiehangeineompetitiveeireumstanees. Thenotiee shaii state aii the reasons tbr termination, eaneeiiation, or suhstantiai ehange in eompetitivecireumstaneesand shaii provide that Eranehisee has sixty(60) days in whieh to reetity any ciaimed detieieney. If the detieieney is reetitied within sixty (60) days, the notiee shaii be void Ifthe reason tbr termination, canceiiation, or suhstantiai ehange in competitive eireumstanees is non payment of sums due under the tranehise, Eranehisee shaii be entitied to written uotice of such detauit, and shaii have not iess than ten (iO)daysmwhieh to remedy sueh detauit trom the date ofdeiivery or posting ofsuch notiee.

2. Ch.i35,Stats.,the Wisconsin Eair Dealership Eaw,supercedes any provision of IhisEranehiseAgreementorareiated document hetween Eranchisor and Franchisee inconsistent with the iaw.

3. in aii other respeets,the Eranehise Agreement wiii be eoustrued and entbrced according to its terms.

Eranchisor'slnitiais Eraachisee'slnitiais

tm7^T^^ PtAS EXHIBITA TO FRANCHISE AGREEMENT

FRANCHISEE'S DEVELOPMENT AREA AND EXCLUSIVE TERRITORY

1. Description of Development Area:

2. Description of Exclusive Territory:

"FRANCHISOR" 'FRANCHISEE'

WINMARK CORPORATION

By By. Its Its

If "Franchisee" is one or more individuals,

[Name], Individually

[Name], Individually

[Name], Individually

{TH7452.DOC PIAS-3/14 EXHIBIT B TO FRANCHISE AGREEMENT

COMPUTER SOFTWARE LICENSE AGREEMENT

{TH7452.DOC PIAS-3/14 PLAYITAGAIN SPORTS®

COMPUTERSOPTWARP^CPNSPAGRPPMPNT

Phis AORPPMPNT is made and en^dmtoasof^ dayof 20 hyand between WINMARK CORPORATION ^Wiamark^ ^ ^ eieensee")

8ACKOROUNO;

Winmarkownseertain sofrware and reiated deeamentatien Licensee isaPiayltAgainSports® franehisee pnrsnant toafranchise agreement Licensee entered into withWinmar^ Agreements licensee wishes to nse certain sofrware in its franchised business nnder the provisions stated beiow.

AORPPMPNTS;

i SOPTWARPLIOPNSE

^ Otant ofLicense. Winmark grants Lieenseeanonexeinsive iicense to nse the sofrware identified on Sehednie^A attached to this Agteement Coiiectiveiy, aii sofrware iieensed nnder this Agreement, and aii modifications, updates and other works derivative of or to sneh sofrware, and^ reiated documentation ormaterials provided, is referred to as the "Sofiware."

B initiai Sofrware License Pee Licensee wiii pay Winmark an Initial Sofrware License Pee of T^^E^ThousandPive Hundred Ooiiars^^OO^OO) Phis fee must be paid before Winmark delivers the Sofrware to Licensee Eicenseewiii be soieiyresponsihieforaii taxes reiatingto the Initiai Sofrware License Pee, exeiudingtaxes measured hyWinmark'snet income.

^ Scope of License, licensee may nse the Sofrware oniy onasingie computer or ona network ofcomputers atthe franchised business site or sites identified on ScheduieAattached hereto or in Winmark's acceptance ofLieensee's order Uniess Winmark otherwise agrees in writing,asingie iicense tee entities Licensee to use the Sofrware onanetwork at one site with no more than five users. Licensee wiii he ehar^edWmm^k^^ Sofrware onanetwork at one site with more than five users ortbruse atmore than one site

O. Lieensee'sAgreements. Licensee agrees:

L Notto disassemble, decompiie orotherwise reverse engineerthe Sofrware, norto create, access or generate the source code ofthe Sofrware

2. Not to modity the Sofrware, nor to deveiop or create, or assist any other party in deveioping or creating, any computer programs whieh are derived from, based npon, or contain teaturesortunetionssimiiarto, the Sofrware.

3. To nse the Sofrware oniy in Licensee's internal operation of thefranchise husiness undertheterms ofthe Pranchise Agreement fr^^ir^ PtAS-^ 4. ^^^o^^anyo^^ Sofrw^^^^^^^^^Sofrw^^^by^^ ofthe franehised busmen

5. Not to assign, suhiieense, ioanotothetwise ptovide to any thitdparty the Sofrwate, whethet otnotntetged into otherptogtamsotntatetiais.

6. ^ttoeopytheSofrwate, aithough Lieenseemaymakeoneeopy ofthe Sofrwate fot haei^p putposes ifLieenseeteptoduees aii eopytight and othet ptoptietaty not^ eopy

E. Repairs; Updates; Ete.

i Eot soiongas WinntatkownsandtequitesEieenseetousethe Sofrware, Winntark wiii provide ongoing ntaintenanee and repair services tbr the Sofrware, ex^^ forth in SeetionlE2oriE^heiow, owned by Winmark so that the Sofrware wiii pe^ suhstantiaiiy as deserihed in doeumentationWinmark has provided Sueh maintenanee and repair services ineiude Licensee's right to receive any fixes and minor enhaneement^ Winmark Sofrware whieh Winmark may periodicaiiy deveiop, as weii as any othermaintenance orrepair services Winmark ofrers in its diseretion

2. winmark agrees to supportaprevious version or reiease of the Sofrware for six months tbiiowingthe reiease ofanewversionorreieaseofthe Sofiware fran erroris^^ inaprevious version orreieaseduringthat six month period, Winmark'sresponsih^^ the toiiowing;

(i) frthe error is categorized by Winmark as critical to the intended tunetion ofthe Sofrware,Winmark wiii attempt to issueatemporary modification or workaround, ifa temporary modification is not possible, and the error is not resoived bythe iatestversion orrelease ofthe Sofrware, Winmarkwilluseeonnnerciailyreasonahleefrortstoexpedite theavailabilityofitsnextscheduledversionorreleaseofthe Sofrware; or

(ii) frthe error is categorized by Winmark as not eritieai to the intended tunetion of the Sofrware,Winmarkmay,mits diseretion based on the severity and nature of the error, attemptto issue a temporary modification or workaround, if a temporary modification is not possible, and the error is not corrected in the latest version orrelease, Winmark will use eommereiaily reasonable efOrts to ineotporate the correction in its next scheduled version or release ofthe Sofrware.

3. ^itnnark shall have no obligation to ptovide support services tbr any taiiure or detect in the Sofrware cansed hy;

(i) The improper use, alteration, or damage ofthe Sofrware hy Licensee or persons not authorized by Winmark;

(ii) ModificationstotheSofrwarenotmadehy Winmark;

(iii) application orother sofrwarenotprovided orapproved hy Winmark; or tm^tr^ ptAS -2- (w) Useof^So^^onh^dw^^ Winmark.

4. Winmarkmay, in its soiediscretion,periodicaiiyreieasenewversions,new reieases, abates, modifications or enhancements respecting the Sof^ Licensee wiii instaii any new versions, new reieases, fixes, updates, modifications or enhancements whieh Winm^ designates as mandatory.

5. Winmark is not ohiigated to provide Licensee with other services, ineinding instaiiation, support, training or other services relatingto the Sofiware Further,Winmarkisnot ohiigatedtoprovidemaintenanee,repair,instaiiation,support,trainingor other se^ relation to sofiware distrihuted, hut not owned, hy Winmark.

6. Winmark may chargeareasonahle tee tbr its services, ineiuding its maintenance and repair services, as well as tbr any updates, modifications and enhancements to the Sofiware which it elects to release.

2 PROPRIETARYRtGHTS

^ Confidentiality. The Sofiware is the confidential and proprietary property of Winmark or its vendors Tieensee will hold the Sofiware in confidence and safeguard it fiom disclosure to third parties and will use the Sofiware only as intended by this Agreement Licensee will notity Winmark promptly ofany unauthorized aeeess, copying or use ofthe Sofiware and will reasonahly assist Winmark in prosecuting any resulting eiaims or proceedings.

8 Ownership. Winmark retains all title and rights, inciuding all copyright rights, to the Sofiware, including all modifications, updates and other works derivative of or to the Softwares which will be subject to the provisions of this Agreement Any configuration or deployment of the Sofiware shall not aftect or diminishWinmark's rights, title and intetest in and tf Licenseesuggestsany new features, funetionality,orperfbrmancefbrthe Sofiwarethat Winmark subsequently incorporates into the Sof^are,suehnewfeatures,functionality,orpe sole and exclusive property ofWinmark.

3 T8RMANO TERMINATION

^ TermandTermination. This Agreement will continue until terminated. Winmarkmay terminate this Agreement upon written notiee to Licensee ifLicensee breaches any term ofthis Agreement, the Eranehise AgreementoranyotheragreementwithWinmark, or if Licensee becomes insolvent This Agreement will automatically terminate, without any further aetion ofthe parties, u termination ofthe Eranehise Agreement fbr any reason.

B Consequences ofTermination Upon termination of this Agreement, ail licenses and rights Winmark has granted underthis Agteementwill terminate and Licensee will have no rights to u^ sell or transter its interest in the sofiware Licensee agrees to immediately retum to Winmark all copies ofthe Sofiware, or to destroy all Sofiware.

fr^^rr^^ PlAS-^ 3 4 LtMITEDWARRAN^D^CLAIMERS

Winmark w^an^^Lieen^^^magnefic diskette o recorded wiii be free from materiaideOetsmmateriaisorwer^ ninety days afrer deiivery of rbe media frdnring sneb period tbe media sbonid be defective, Licensee may retnm tbe media fbr repiaeement withont ebarge. Licensee'ssoie remedy in the event ofa defect is expressiyiimited to repiacement of the media. ALL SOFTWARE, tNCLUDiNGALL WtNMARKSOFTWARE,tSFROV^ its Sofrware maintenance and repair obligations stated in Seetioni(E) THESEWARRANTiESARE iNLiEL10E,ANOWE^ARKEXFRESSLYDfSCLAE^S,ALLOT^R^ FO TfflS AGREEMENT OR THESOETWARE,WHETHEREXFRESS,^LfEOORSTA^ iNOLUOiNO THE iMFLiEO WARRANTIES OF TITLE, NONINFRiNOEMENT^ MERCHANTABfr^fTY ANO FITNESS FORAPARTICULAR PURPOSE WINMARK OOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL EE UNiNTERRUPTEO OR ERRORFREE, THATALLOEFEOTSWILLEECORRECTEOORTHATTHE SOFTWARE WILL MEETLICENSEE'S REQUIREMENTS

5 LIMITATION OFLIABILITY

WINMARK'S LIABILITY FOR ANY CLAIM RELATED TO ANY SOFTWAREOR SERVICEPROVIOEOWILLBELIMITEOTOTHELESSEROFLICENSEE'SACTUALOAMACE ORLOSSORTHEINITIALFEEPAIOFORTHESOFTWARE WINMARK ^LNOTEELIAELE FOR ANY INOIRECT, INCIOENTAL, SPECIAL, CONSEQUENTIAL OR PL^TI^ INCLUOINO LOST PROFITS OR LOSS OF OROAMAOE TO OATA INCURRED BY LICENSEE ORATHIROPARTY, WHETHER INAN ACTION INCONTRACTORTORT EYENIF WINMARKHAS BEENAOVISEOOFTHEPOSSIBILITY OF SUCHOAMAOES

6 INERINOEMENT

^ Infringement Claims. Winmark does not have actnai Imowiedge of any eiaim that the Winmark Sof^are infringes nponathirdparty'spatent, copyright or other proprietary Ifathird party asserts snch an infringement eiaim against Licensee, Licensee will innnediatelynoti^W writing Winmark will have the right (bnt not the obligation) to defend any sneh claim, at Winm^^^ expense, and Licensee will cooperate withWinmark with respeet to snch defense. In the event of any sneh claim, Licensee will, ^t Winmark's direction, immediately diseontinne asing the Sofrware. Winmark will either modify the Sof^are so as to render it non infringing or rep^ snch other noninfringing Sofrware as Winmark may fnrnish to Licensee In either ease,Winmark will do so oniy if the modified or replacement Sofrware performs snbstantiaiiy the same fn^ infringing Sofrware So long as Licensee complies with the tetms hereof,Winmarkw^ Licensee fbr any loss, damage, cost or expense related to sneh claim.

B. Limitations. Winmark will not he liable to Licensee ifan infringement claim is hased on nse ofthe Sofrware in combination with any prodnct, sofrware or system not delivered by Winmark, or Licensee's nnanthorized nse or modifrcation ofthe Sofrware. Winmark wiii not have any ohiigations regarding any infringement of anynonWinmark Sofrware.

t^t^tr^^ ptAS-^ -4- 7 TfflRDPARTY SOFTWARE

Wimn^maym^fiand^^^youeertamsofrw Sofrware ^yFhnd Farty Sofrware mdudmg re^ddoeume^^ from^owner or proyi^ of saehFhnd Farty Sofrware Eicense anderstands and agrees that, hy sigamg this doenment, Eieensee will he hoaadhyall provisions FhirdFartySottware.Eieensee agrees to indenntityandhoidWinntarkharm^ oreiaints arising oat ofany iieense governingthe nse of any ThirdFarty Sottware

8 OENERAE

^ Oo^emingEaw. Fhis Agreement wiii he governed hy Minnesota iaw Any aetion reiated to this Agreementmay he hronght in any eonrt ioeated inMinneapohs, Minnesota, and the eonsent and snhmit to the petsonai jnrisdietion and venne of any sneh eonrt Winmark wiii he entitied to temporaryand permanent i^nnetive reiief withontpostingahond or othet seenrity,torestra or threatened vioiation ofthe provisions ofthis Agteement, in addition to any other remedies Wi^ mayhave Winmark may reeover its eosts and expenses (ineinding reasonahie attorneys'tees) inenrred in entoreing its rights nnderthis Agreement.

B SeoneofAgreemenLContiietingFerms Fhis Agreement wiii govern aii orders tbr Sottware, and aii Sofrware Winmark provides No pnrehase order, invoice or other simiiar torm may varythe terms ofthis Agreement. Any term thereofthat is ineonsistent with or additionai to the terms of thisAgreementwiii nothe bindingon Winmark.

O Assignment Neither this Agreement nor any rights granted herennder may he soid, ieased, assigned, orotherwise transterred in whoie or inpart, hy Eieensee, and saehattempted assignment shaii be void and of no afreet withont the advanee wrinen eonsent of Winmark.Winmark may assign this Agreement and any and aii ofits rights and obligations herennder withont the eonsent of Eieensee.

O Binding Efreet Fhis Agreement wiii be hinding npon and wiii henetitthe parties hereto andtheir respective sneeessors and assigns, sni^eettothe iimitations providedherein

^ Export Controis. Eieensee agrees to eompiy faiiy with aii relevant export iaws and regulations of the United States, ineinding hnt not limited to theUSExportAdminis^ (eolleetively,"US. Export Consols"). Withont iimiting the generality of the foregoing, Eieensee expressly agrees that it shall not, and shall eanse its representatives to agree not to, export, di^^ indireetiy,reexport, divert, or transfer the Sofrware to any destination, company or per^^^ prohibited byU.SExport Controls.

F. ^aiy^.Fhe tailnre of eitherpartyto entorce or exercise anyte this Agreement does notrepresentawaivet of sneh term orrightand will notafreetthatparty'sr^^ to entorce or exercise it. No modifrcation or waiver ofany ofthe provisions ofthis Agreement will he bindingnpon Winmark or Eieensee unless it is in writing and is executed hythe party againstwhoms moditication orwaiver is soughtto be entbrced.

t^7^tr^^ piAS-^ -5- G. Severability. Ifany provision contained in this Agreement is held invalid, such provision will not affect any other provision and the remainder of this Agreement will continue in full force and effect.

H- Entire Agreement. This Agreement is the complete and exclusive statement of the agreement ofthe parties regarding the subject matter hereof, and supersedes all prior or contemporaneous agreements, oral or written, and all other communications between the parties relating to the subject matter hereof. Nothing in this Agreement or any related agreement is intended to disclaim the representations made in the Franchise Disclosure Document.

I. Survival. The provisions of this Agreement which by their nature extend beyond the termination hereof will survive and remain in effect until all obligations are satisfied.

"WINMARK" "LICENSEE"

WINMARK CORPORATION If "Licensee" is a corporation.

(Print Corporate Name)

By. By_ Its Its

If "Licensee" is one or more individuals,

[Name], Individually

[Name], Individually

[Name], Individually

{TH7391.DOC} PIAS -3/14 Schedule A

Software

Software Site

Data Recycling System (DRS) point- Store #: of-sale and inventory management software (the Proprietary Software) - Address: Winmark's proprietary software which is specifically designed to track various aspects of your store, including inventory, customer tracking, vendor purchase orders and daily sales reports.

For Office Use Only Winmark Corporation

By. Its

"LICENSEE"

By. Its

If "Licensee" is one or more individuals,

[Name], Individually

[Name], Individually

[Name], Individually

{TH7391.DOC } PIAS - 3/14 -7- ILLINOIS ADDENDUM TO PLAY IT AGAIN SPORTS® COMPUTER SOFTWARE LICENSE AGREEMENT

In consideration of the execution of the Computer Software License Agreement (the "Software Agreement"), Franchisor and Franchisee agree to amend the Software Agreement as follows:

1. Section 8(A) of the Software Agreement is amended to provide that the Illinois Franchise Disclosure Act will govern the Software Agreement.

2. In all other respects, the Software Agreement will be construed and enforced with its terms.

Dated this day of , 20_.

(Winmark's Initials) (Licensee's Initials)

{TH7261.DOC} PIAS - 3/14 MARYLAND ADDENDUM TO PLAY IT AGAIN SPORTS® COMPUTER SOFTWARE LICENSE AGREEMENT

In consideration of the execution of the Computer Software License Agreement (the "Software Agreement"), Winmark and Franchisee agree to amend the Software Agreement as follows:

1. Section 8(A) of the Software Agreement is amended to provide that a Maryland franchisee may bring an action relating to the Software Agreement in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law.

2. In all other respects, the Software Agreement will be construed and enforced with its terms.

Winmark's Initials Licensee's Initials

{TH7261.DOC } PIAS-3/14 RHODE ISLAND ADDENDUM TO PLAY IT AGAIN SPORTS® COMPUTER SOFTWARE LICENSE AGREEMENT

In consideration of the execution of the Computer Software License Agreement (the "Software Agreement"), Franchisor and Franchisee agree to amend the Software Agreement as follows:

1. Section 8(A) of the Software Agreement is amended to include the following:

§ 19-28.1-14 of the Rhode Island Franchise Investment Act provides that "A provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state ot requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under this Act."

2. In all other respects, the Software Agreement will be construed and enforced with its terms.

Winmark's Initials Licensee's Initials

{TH7261.DOC PIAS - 3/14 ExfflB^C TOFRANCfflSEAGREEMENT

PERSONALGUARANTY AND AGREEMENTTO EEEOUNDEERSONAEEYEYTHERROV^ONS OFTHE ERANGfflSEAGREEMENT AND COMEUTERSOETWAREEIOENSEAOREEMENT

Each mdwidnai who ownsalO^orgre^m^^mE^^^ A^Ermcipai Owners and their spouses mast execute the OfiowmgE

hi consideration of Franchisor's exeeution of this Eranehise Agteement and Computer Software EieenseAgreement(the"Ag^ements'^and tor othet good and vaiuahie eonsideration,theundets^ jointly and severaiiy O^g^^^teeFranehisee'spaymeut of aii amouats due Franehisor and Fr^ pertormance ofthe covenants and ohiigations in the Agreements, and any other agteements en^ Franchisee and Franehisor;and^agtee tohe persouaiiy houndhy evety provision contained iathe Agreements inciuding the non-compete and conttdentiaiity provisions aud agtee that this Personai Guar wiii he construed as though the undersigned executed each of the Agreements eontaining the identical provisions ofthe Agreements. IfFranchisee shall detauit in making any payments ot in the ohservanee or pertormance ofany ohiigations under the Agreement, the undersigaed herehy covenant and agree to pay to Franchisor torthwith upon demand all amounts not so paid hy Franehisee and all damages that may arise in consequence of any sueh nonohservanceornon-pertormance.

Without in any way restricting or iimiting the guarantee given hy the uadersigued as set out ahove or any other rights and remedies to whieh Franehisor may he entitled, each ofthe undersigued jointly aud severaiiy covenant and agree to indemnity and saveFranchisor harmless against any and all liah^^ losses, snits, claims, demands, eosts, tines aud actions of any Irind or nature whatsoevertowhichFranchi^^ shallormayhecomeliahletbr,or sutler, hyreasouof any hreaeh, vioiationor non-pertbtmaneehy Franchisee of any tetm or condition of the Agreements, or any other agreement made hetween Franchisee andFranchisor.

Notwithstanding any assignment tbr the general henefit ofcreditors or any hanl^ptey or an^ aetof insolvency by Franehiseeandnotwithstanding any r^ection,disafiirmentotdiselaimet^^ Agreements,theundersigned shall continue tobe tully liable hereunder. Any settlement made between Franchisor andBor Franehisee andBor any party fiom whom the right to occupy the Franchised Eoeatiou has been obtained andBor any other persons as Franehisor may see fit to deal with, or any determinatiou made pursuant to the Agreements whieh is expressed to be hinding upon Franchisee, shall he binding npou the undersigned.

ht the enfi^rcement of any of its rights against the undersigned. Franchisor may in its discte^^^ proceed as ifthe undersigned was the primary obligor uuder the Agreements, or any other agreement mad^ hetween Franehisee and Franchisor.

A. Eaeh ofthe undersigned waives:

0) notiee of demand tbr payment of any indehtedness or nonpertbrmanee of any obligations hereby guaranteed;

(2) protest and notiee of detauit to any party respecting the indebtedness or nonpertbrmanee ofany obligations herehy guaranteed; and tr^t^o^ ptAS (3) any right he/she may have to tequite that an action be brought against Franchisee or any other person as a condition of liability.

B. Each of the undetsigned consents and agtees that:

(1) he/she will provide any payment or performance required under the Agreements upon demand IfFranchisee fails or refuses to do so;

(2) such liability will not be contingent ot conditioned upon Franchisor's pursuit of any remedies against Franchisee or any other person; and

(3) such liability will not be diminished, telieved ot otherwise affected by Franchisee's insolvency, bankruptcy ot reorganization, the invalidity, illegality ot unenforceability of all ot any part of the Agreements, or the amendment ot extension of the Agreements with or without notice to the undersigned.

IN WITNESS WHEREOF, each of the undetsigned has signed this Guaranty on the same day and year as the Agreements were signed.

PERSONAL GUARANTORS

Individually

Address

Individually

Address

Individually

Address

Individually

Address

{TH7452.DOC } PIAS - 3/14 EXHIBIT D TO FRANCHISE AGREEMENT

ADDITIONAL STORE ADDENDUM TO PLAY IT AGAIN SPORTS® FRANCHISE AGREEMENT

{TH7452.DOC } PIAS - 3/14 ADDITIONAL STORE ADDENDUM TO PLAY IT AGAIN SPORTS® FRANCHISE AGREEMENT

This Addendum is entered into as of the day of , 20 , by and among Winmark Corporation ("Franchisor"), and ("Franchisee"). BACKGROUND:

Franchisor and Franchisee are, on this day, entering into a Play It Again Sports® Franchise Agteement (the "Franchise Agreement"), wheteby Ftanchisee will be granted the right to develop and operate a Play It Again Sports® store at the location stated in the Franchise Agreement (the "Store"). Franchisee currently owns one or more existing stores franchised under one of Franchisor's concepts. Franchisor and Franchisee agree to the following modifications to the Ftanchise Agteement.

AGREEMENTS:

In consideration of the fotegoing, the parties agree as follows:

1. Initial Franchise Fee. Subject to the provisions stated herein, Section 4 of the Franchise Agreement is amended to provide that Franchisee will pay an Initial Franchise Fee of Fifteen Thousand Dollars ($15,000), which will be due and payable on the date of the Franchise Agreement.

2. Franchisor's Obligations. Franchisor and Franchisee agree that Ftanchisot may, but will not be required to, provide location, training ot opening assistance as described in Sections 7(A), (D) and (E) of the Ftanchise Agreement.

3. Construction. In all other respects, the Ftanchise Agreement will be construed and enforced with its terms.

IN WITNESS WHEREOF, the parties have executed this Addendum as ofthe day and year first above written.

FRANCHISOR: FRANCHISEE:

WINMARK CORPORATION (Name of Corporation) By By : Its Its or (Individuals)

{TH7452.DOC } PIAS-3/14 EXHIBIT E

Letter of Credit

{TH7277.DOC } On Letterhead ofan aeeeptahlehank

STANOBYLLTTEROFCREOIT

Letter efCreditNoB Oate:

TO: Winmark Corporation (Winmark)

tn aeeordanee with instmetions received trom onr enstomer (Cnstomer),we estahiish this irrevoeahie Standby Letter of Credit in tavor ofWinmark aggregate amonnt of$ .

Within seven days afterwe receive the originai ofthis Letter ofCredit aeeompaniedhy:

a. Anotiee signed hy an officer ofWinmark stating that an amonnt has heeome dne and payahie to Winmark trom Customer and has not heen paid, or

h. Anotice signedhy an officer of Winmark stating that aa amonnt has hecome owed and payahie toWinmark from Customer and that Customer has taiied to giveWinmarkanewor renewed Letter of Credit at ieast^ days hetbre the expiration of this Letter of Credit coveting the period beginning with the expiration date ofthis Lettet of Ctedit, ot

e. Anotieesigned by anoffieet of Winmark stating that customer has become insoivent (however detined), has voiuntariiy commenced or thete is commenced invoiuntariiyagainsteustomeraease nnder the United States Bankruptcy Code and that an amonnt has beeome due and payahie from customer and has not heen paid, or

d. Anotice signed by hoth an officer ofWinmark and hyCnstometstatingthat hoth Winmark and Customer requests that we pay an amount to Winmark, we wiii payto Winmark the amonnt stated in the notiee, up to the aggregate amount ofthis Letter of Credit tbraperiodoftwoyearsfromthedate indicated ahove. Weaeknowiedgethat customer's hankrnpteyinno way absolves Bank'sresponsihiiity tot payment undetthis Letter of Credit

ifthe amount stated in the notice is iess than the aggtegate amount stated ahove, we wiii note that partial payment on the originai ofthis iettet and r partial payment. This Letter of Credit will then temain in tull tbtce as to the aggtegate amount stated above minus the amount ofany partial payments made.

Except as otherwise expressly stated herein, this eredit is subjeetto the Unitbrm Customs andPractieeEorOoeumentary Credits, 1994Revision, IntemationalChamherof Commeree Eublieation No. 500.

Authorized OtfreialofBank

t^^tT^C^ PtAS-^t4 EXHIBIT F

Bank Draft Authorization

{TH7277.DOC } WINMARK CORPORATION (PLAY IT AGAIN SPORTS® BRAND)

AUTHORIZATION AGREEMENT FOR PREAUTHORIZED PAYMENTS

The undersigned Account Holder hereby authorizes Winmark Corporation ("Winmark") to initiate debit entries to the accounts indicated below in the amounts Winmark will determine weekly for continuing fees and other fees assessed pursuant to Account Holder's Play It Again Sports® Franchise Agreement. The undersigned Account Holder authorizes the depository named below to debit the same to such account each week. Bank Name, Bank Routing Type of Account Location & Phone Number(a) Account(b) Number(c)

(a) Pre-encoded nine digit number at bottom left of check (b) Checking or Savmgs (c) Pre-encoded number at bottom middle of check

This authorization is to temain in full force and effect until the depository listed above has teceived written notification from both Winmark and the undetsigned Account Holdet that the Franchise Agreement has terminated ot Winmark has agreed to receive payments by aitemative means.

The undetsigned Account Holder agrees to be tesponsible fbt, and to pay on demand, all costs ot charges relating to the handling of the debit entries pursuant to this authorization. The undersigned Account Holder agrees to indemnify Winmark and the Bank for any loss or cost arising in the event that any such debit shall be dishonoted, whethet with or without cause and whether intentionally or inadvertently. In addition, Account Holder shall pay Winmark a fee of $30.00 for each debit that is dishonored.

If Account Holder is a corporation: If Account Holder is an individual:

Corporation Name: Printed Name:

Printed Name: Signature:

Signature: Address:

Its: City: State:

Federal Tax ID Number: Zip: Phone:

Address: Date:

City: State: Winmark Corporation Contact Information:

Zip: 1 Phone: Account Services Supervisor Winmark Corporation Date: 605 Highway 169 N, Suite 400 Minneapolis, MN 55441 (763) 520-8618 or (800) 645-7299 ext. 618

Note: Please attach a voided check to the completed copy ofthis form when returned.

{TH7266.DOC } PIAS - 3/14 EXHIBIT G

Franchisee Questionnaire

{TH7277.DOC } FRANCHISEE QUESTIONNAIRE

As you know, Winmark Corporation (the "Franchisor") and you are preparing to enter into a Franchise Agreement for the operation of a Play It Again Sports® franchised business (the "Franchise"). The purpose of this Questionnaire is to determine whether any statements or promises were made to you that the Franchisor has not authorized and that may be untrue, inaccurate or misleading. Please review each of the following questions carefully and provide honest responses to each question. Yout answets are important to us and we will rely on them.

Acknowledgments and Representations.

1. Did you receive a copy of Franchisor's Disclosure Document at least fourteen calendar days prior to signing the Franchise Agreement? U No QYes. If no, please comment:

2. Have you received, studied and reviewed carefully the Franchisor's Disclosure Document and Franchise Agreement? Check one: (JNo QYes. If no, please comment:

3. Did you receive a copy of your Franchise Agreement at least seven calendar days prior to the date on which yout Franchise Agreement was executed? Check one QNo (JYes. If no, please comment:

4. Was any oral, written or visual claim or representation made to you which conttadicted the disclosures in the Disclosure Document? Check one: (J No (JYes. If yes, please state in detail the "oral, written or visual claim or representation:

5. New and Additional Stores only: Except as stated in Franchisor's Disclosure Document, was any otal, written or visual claim or representation made to you which stated, suggested, predicted ot ptojected your sales, expenses, income or profit levels. Check one: CJ No (_) Yes. If yes, please state in detail the oral, written or visual claim or representation:

(If mote space needed, continue on a separate sheet and attach).

6. New and Additional Stores only: Do you understand and acknowledge that the Initial Franchise Fee is non­ refundable? Check one: (JNo QYes

NOTE: IF THE RECIPIENT IS A CORPORATION, PARTNERSHIP, OR OTHER ENTITY, EACH OF ITS PRINCIPALS MUST EXECUTE THIS ACKNOWLEDGMENT.

Signed:

Print Name (and Title):. APPROVED ON BEHALF OF Date:__ WINMARK CORPORATION

By: Signed:.

Title: Print Name (and Title):.

Date: Date:

Ifyour Franchise Agreement is governed by the laws of the State of Maryland, then your answers to these questions shall not act as a release, estoppel or waiver of your rights under the Maryland Franchise Registration and Disclosure Law.

{TH7263.DOC PIAS - 3/14 EXHIBITH

Equipment Lease

{TH7277.DOC } I RTH ®BUSINESS CREDIT* [DATE] Contact Name xxxxxxx Company Name xxxxxxx Address xxxxxx City, State, Zip XXXXXX

Re: Customer Number: XXXXXX- XXXXX

Thank you for choosing Wirth Business Credit® for your financingneeds . Enclosed you will find all the necessary documents required to complete the equipment lease. The terms ofthe lease are as follows: Lease Term 36 Monthly Lease Payment $ xxx.xx Estimated Sales Tax Included Total Monthly Payment Due $ xxx.xx * Total Number of Payments 36 Number of Payments in Advance 2 Number of Remaining Payments 34 * Some counties and/or cities impose a personal property tax based on the value of equipment. This tax, which is typically less than sales tax, is charged on an annuai basis. Ifyour county and/or city imposes such tax it will be charged to your account in the month that it is due. All tax amounts due are estimated. When you return the signed lease documents, we require that you send us two advance monthly payments which are the final two payments of the lease contract, written on a company check along with the documentation fee as follows: The advance monthly payments), are the final payment(s) of your lease contract.

Advance Monthly Payment $ xxx.xx Documentation Fee $ xxx.xx Total Advance Payment Due* $ xxx.xx Please have an officer sign all the documents where indicated and retum them to my attention at the address below via overnight mail. Please use the checklist below to verify that all the required documents are included.

RETURNED REQUIRED Equipment Lease Contract - Please complete, sign, date and initial the appropriate highlighted areas of the documents Schedule A - Please sign and date. Personal Guaranty - one for each Guarantor. Photocopy of Drivers Licenses for all signors Proof of Insurance - You can use the enclosed form to submit to your insurance company. Please have your insurance company send a copy of the revised policy binder naming Wirth Business Credit, Inc. as Loss Payee for the total equipment cost and also as Additional Insured with regard to liability. Advance Payment Check - Make payable to Wirth Business Credit, Inc. in the amount of $ XXX.XX (Must be a company check - no starter checks.) Delivery and Acceptance Certificate - Please sign.

Enclosures

CrH7262.DOC} 605 HIGHWAY 169 N SUITE 400, MINNEAPOLIS, MN 55441 PHONE: 800/269-4075 FAX: 800/269-4073 WWW.W1RTHBUSINESSCRED1T.COM EQUIPMENT LEASE CONTRACT 605 HIGHWAY 169 N SurTE400, MINNEAPOLIS, MN 55441 I RTH PHONE: 800/269-4075 • FAX: 800/26M073 ® BUSINESS CREDIT* LEASING COMPANY ("LESSOR", "WE", "US": WlRTH BUSINESS CREDIT, INC.)

DESCRIPTION OF LEASED EQUIPMENT - MUST BE COMPLETED Lease Customer Number: XXXXX (Include ciiiantity. make, model, serial number and accessories. Attach schedule if necessary) Lease Number: XXXXX See Schedule A which is attached and made nart of this apreement LEASING CUSTOMER {• YOU" Company Name (Exact business name); XXXXXXXXXXXXXXXXX Address: xxxxxxxxxxx XXXXXX XX xxxxx Street Crty Sute Zip Phone: (xxx)xxx-xxxx Fax: (xxx) xxx-xxxx E-mail: [email protected] Type of Entity: xxxxx Equipment Location: xxxxxxxxxxxxxxxxx; xxxxxxxxxxx County State of Incorporation/Organization: XX Vendor Name XXXXXXXXXXXXXXX Vendor Address: xxxxxxxxxxxxxxxxxxxxx PAYMENT SCHEDULE: PURCHASE OPTION:

36 36 $ xxx.xx $ xxx.xx $.00 SXAX.XX $1 Purchase Option Lease Term Total No. of Payments Amount of each Payment Advance Payments Security Deposit Document Fee at end ofiease term (Months) (Including Sales Tax) (Including Sales Tax) 1. LEASE AGREEMENT AND TERM. You (the customer) want to acquire the above . above address (except as specifically set forth on the Schedule^) attached hereto) and not move equipment as described above and on one or more Schedules, which are attached and or return it without our written consent. You promise to maintain the Equipment in good working incorporaled as part of this Agreement (the "Equipment") from the above vendor. You want order and keep it in as good as condition as when you received it, less what we consider to be us (the leasing company) to buy the Equipment and then lease it to you. This Equipment reasonable wear and tear. You must reimburseu s for any missing parts or features and excess wear Lease Contract (the "Lease") is effective from the date it is executed by both parties. The and tear. You are also responsible fbr any loss, theft or destruction of, or damage to, the Equipment original term of the Lease will commence on the Commencement Date for the number of from any cause (a "Loss") whether or not the Equipment is insured. You promise to notify us months from the Commencement Date as set forth above in the Payment Schedule (the within ten (10) days of any Loss. "Original Term") and will continue from year to year thereafter until tenninated as provided herein (collectively, the "Lease Term"). The "Delivery Date" for the Equipment listed on 5. OWNERSHIP. You understand that this transaction is a true lease and not a loan transaction. each Schedule is the earlier of the date we pay for any of the Equipment on such Schedule or We will own and have title to the Equipment at all times. YOU AGREE THIS IS A "FINANCE the date on which any item of Equipment on such Schedule is dehvered to you. The Delivery LEASE" UNDER ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE ("UCC"). YOU Date will be determined separately for each Schedule. The "Commencement Date" for a WAIVE ALL UCC RIGHTS AND REMEDIES YOU MAY HAVE, INCLUDING THOSE IN Lease is the first day of the month following the final Delivery Date on the Certificate of SECTIONS 2A-508 THROUGH 2A-522 OF THE UCC. You grant us a first priority security Acceptance (or presumed acceptance as set forth in Section 3) for substantially all of the interest in the Equipment and authorize us to file a UCC financingstatemen t (and if a signature is Equipment, unless such Dehvery Date falls on the first day of the month in which case that is required, you appoint us as your attoroey-m-fact to execute these statements). In the event any the Commencement Date. You must notify us by certified mail between 90 and 180 days portion of a Lease charge is determined to be in the nature of an mterest payment subject to a usury prior to the end of the Original Term or at the end of any subsequent 12 month lease term if law or related prohibition, this Lease will be construed in a manner so that the applicable charge you intend to return the Equipment. If you do not notify us, the Lease will automatically does not exceed the maximum charge allowed by law. Any excess payments will be applied to extend for 12 months under the same terms and conditions. To expedite this Lease, you agree Lease charges as a prepayment of principal, and any remaining excess will be refunded to you. that your faxed signature will be considered as good as your original signature and admissible in court as conclusive evidence of this Lease. 6. UNCONDITIONAL LEASE CHARGES. You alone selected the vendor and the Equipment. You asked us to buy it. You acknowledge that either (i) you have either reviewed and approved the 2. LEASE CHARGES. You will unconditionally pay us all amounts due, without any right written supply contract, or (ii) that we have infonned you of the identity of the supplier, that you to set-off. You agree that we may adjust your lease payment upward or downward by no have rights under any supply contract, and that you may contact the supplier for a description of more than 15% if the invoiced costs are different than the amount we used to calculate the those rights. We are not relatedt o the vendor and we cannot get a refund,no r is the vendor allowed estimated Lease payments shown above. You understand that we will attempt to to waive or modify any term ofthis Lease. Therefore, the Lease cannot be canceled by you for any automatically deduct each month's regular lease payment in advance on the 1" day ofeach reason, even if the Equipment fails or is damaged and it is not your fault. YOU UNDERSTAND month. If we do not receive a payment by its due date, there will be a late fee equal to the THAT YOU MUST PAY ALL LEASE CHARGES WHEN DUE REGARDLESS OF ANY greater of $20.00 or 15% of the late amount (or if less, the maximum amount allowable under PROBLEMS YOU MIGHT HAVE WITH THE EQUIPMENT, INCLUDING ITS OPERATION, law) which you agree is a reasonable estimate of the costs we incur with respect to late CAPABILITY, INSTALLATION OR REPAIR AND REGARDLESS OF ANY CLAIM, SET­ payments and is not a penalty. For each Schedule, we will charge you a partial pro-rated OFF, COUNTER-CLAIM OR DEFENSE YOU MIGHT HAVE AGAINST THE VENDOR, payment for the time between the Delivery Date with respect to such Schedule and the MANUFACTURER, SALESMAN, US OR A THIRD PARTY. Commencement Date for the Lease. For partial months, you will be charged rent for the number of days beginning on the Delivery Date based on a 30 day month. Advance 7. DISCLAIMER OF WARRANTIES. WE ARE LEASING THE EQUIPMENT TO YOU "AS payments collected will be applied to the last maturing payments in inverse order of their IS" AND WE DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY maturity. WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. You 3. DELIVERY AND ACCEPTANCE. The Equipment will either be delivered by the vendor should contact the vendor to get a statement of those warranties, if any, including any related or you must arrange for its dehvery. When you receive an item of Equipment, you agree to disclaimers or limitations. We assign to you any warranties the vendor may have given us. You inspect it and determine whether it is in good working order. After inspection, you must must settle any dispute regarding the Equipment's performance directly with the vendor. contact us to notify us of the date on which the first item of Equipment on a Schedule was CONSISTENT WITH YOUR ASSUMPTION OF ALL EQUIPMENT RELATED RISKS, YOU dehvered to you. You understand thai we will contact you after all the Equipment has been WAIVE ANY RIGHTS, DEFENSES AND CLAIMS AGAINST US RELATING TO THE delivered to you to complete the Certificate of Acceptance and a delivery and acceptance EQUIPMENT THAT ARISE UNDER THE UCC OR ANY APPLICABLE LAW. YOU AGREE questionnaire. If we are unable to contact you within two (2) days of your receipt of the THAT YOU WILL NOT MAKE A CLAIM AGAINST US FOR DAMAGES IF THE Equipment, then you agree that we may conclusively presume that you have examined the EQUIPMENT IS NOT PROPERLY INSTALLED, DOES NOT OPERATE AS REPRESENTED Equipment, that the Equipment is in a condition which is satisfactory to you, and that you OR WARRANTED BY THE VENDOR, OR IS UNSATISFACTORY FOR ANY REASON. have unconditionally accepted the Equipment YOU ACKNOWLEDGE THAT YOU AND/OR YOUR INDEPENDENT ACCOUNTANTS ARE SOLELY RESPONSIBLE FOR (i) ANY AND ALL YOUR ACCOUNTING AND TAX 4. USE AND MAINTENANCE. You agree thai this is a commercial and business ENTRIES ASSOCIATED WITH THE LEASE AND/OR THE LEASE SCHEDULES, AND (ii) transaction. You promise that the Equipment will be used only for business and not for THE ACCOUNTING AND TAX TREATMENT, BENEFITS, USES AND CLASSIFICATION personal, family or household purposes. You will keep and use the Equipment only at the OF THE LEASE OR ANY LEASE SCHEDULE.

ADDITIONAL LEASE TERMS AND CONDITIONS ARE SET FORTH ON THE FOLLOWING PAGE AND ARE A PART OF THIS LEAS ACCEPTANCE OF EQUIPMENT LEASE CONTRACT: THIS IS A BINDING CONTRACT. IT CANNOT BE CANCELED. READ IT CAREFULLY BEFORE SIGNING, AND CALL US IF YOU HAVE ANY QUESTIONS. X Signature of Leasing Cuitomer Print Name of Signer Title Date X Accepted and Signed by Wirth Businesi Credit, Inc. Print Name of Signer Thie Date

{TH7262.DOC } EQUIPMENT LEASE CONTRACT 605 HIGHWAY 169 N SUITE 400, MINNEAPOLIS, MN 55441 I RTH PHONE: 800/269-4075 • FAX: 800/269-4073 BUSINESS CREDIT* ® LEASING COMPANY ("LESSOR", "WE", "Us": WIRTH BUSINESS CREDIT, INC.)

ADDITIONAL LEASE TERMS AND CONDITIONS 8. TAXES. You must pay us for all salcs, use, property and other taxes (and any penalties) 15. INDEMNITY. You accept all riskso f loss, injury or damage caused by the Equipment and relating to the Lease and the Equipment. You agree that we may charge you a fee to cover must indemnify us and hold us harmless for all suits and other liabilities arising fromth e same. costs associated with preparing, reviewing and filing any applicable tax returns. Certain This indemnity will continue even after the Lease has ended. govemmentai authorities require such sales tax to be paid at inception. Unless you request an alternative arrangement in writing, we will finance such amounts over the remaining term of 16. INSURANCE. You must maintain acceptable public Uability insurance naming us as the Lease. Unless we have given you a written option to buy the Equipment at the end ofthe "additional insured." You must maintain property insurance to insure the Equipment against all Lease for $1.00, we will be entitled to all tax benefits. If you do anything to disallow our risks of loss in an amount equal to the replacement cost and have us listed on the pohcy as "loss getting these benefits, you will promptly indemnify (pay) us an equivalent amount. You payee." If you do not give us proof of the property insurance, then depending on the original acknowledge that we have not made any representations or statements relating to accounting, cost of the Equipment, we may either (i) obtain property insurance to cover our interests and the tax treatment or classification of this Lease. charge you a fee for such coverage or (ii) charge you a monthly non-compliance fee up to $50.00 (which provides no insurance benefit). You can stop the insurance coverage fee or non­ 9. DEFAULT. You will be in default if any of the following occurs (each of the following is a compliance fee at any time by delivering the required proof of insurance. You appoint us as "Default"): (i) you do not pay us as agreed; (ii) you fail to perform any other obligation under attorney-in-fact to make claims for, receive payment of, any execute and endorse all documents, this Lease; (iii) you assign, pledge, sublease, allow another to use, sell or lose possession ofthe checks or drafts for loss, theft, damage or destruction to the Equipment. We may elect how to Equipment or attempt to do so without our prior written authorization; (iv) your financial apply insurance proceeds. condition changes to the point where it reasonably causes us to be insecure about your willingness or ability to perform your obligations under the Lease or any other agreement with 17. CREDIT INFORMATION. You authorize us to obtain credit information and to obtain us; (v) you or your guarantor dies, becomes insolvent or unable to pay debts when they become credit bureau reports and make other credit inquiries that we determine are necessary. due, stops doing business as a going concern, merges, sells or transfers all or substantially all of its assets, makes an assignment for the benefit or creditors, appoints a trustee or receiver or 18. ASSIGNMENT. This Lease will be binding on and inure to the benefit of the parties hereto undergoes a substantial deterioration of financial health; (vi) any guarantor of any obligations and their respective successors and assigns. Since this Lease is based on your own credit hereunder is the subject of an event listed in clauses (i) - (vi); (vii) you or your guarantor fails to strength, you may not assign (transfer) the Lease to anyone else. We may sell or transfer our assume this Lease obligations within 60 days of the filing of any petition for protection under mterests to another entity who will then have all of our rights but none of our obligations, unless the United States Bankruptcy Code; (viii) the termination, expiration (without immediate those obligations are specifically assumed. In that case, those obligations will continue to be renewal), default, breach, assignment or revocationo f any franchiseagreemen t to which you are ours. The rights we pass on to the new entity will not be subject to any defenses, claims or set­ a party; or (ix) a default under any other lease, agreement, instrument, document or guaranty offs you may assert against us. Any action by you against us must be commenced within one between you and us (each ofthe foregoing is a "Default"). year after the cause of action arises or be forever barred.

10. REMEDIES. If a Default occurs, we may at our option do one or more ofthe following: (i) 19. SURVIVAL OF TERMS. All agreements, indemnities, promises, representations and we may, without notice, directly debit (charge) your bank account(s) and/or sue you for all past warranties made by you in this Lease, or in any certificate, schedule, statement or other due payments and other charges and all payments due in the future to the end of the Lease Term, document fumished in connection with the negotiation, execution and performance of this plus our legal and collection costs, and if you are in Default and/or do not meet your end of term Lease, shall survive the expiration, termination, cancellation or assignment of this Lease. obligations, we may also directly debit your bank account and/or sue you for the "residual" (end 20. ENTIRE AGREEMENT. This Lease constitutes the entire agreement between you and us of term) Equipment value; (ii) we may, without notice, cancel or terminate all ofyour rights,bu t not your obligations, associated with the Lease; (iii) we may immediately retake possession of with respect to your leasing the Equipment, and it supercedes all prior discussions, the Equipment without any court order or other process of law; and/or (iv) we may exercise any correspondence or communications between us. remedy at law or equity, notice thereof being expressly waived by you and your guarantor. Ifwe 21. AUTHORITY TO SIGN. You acknowledge and represent that the person signing this retake the Equipment, we may sell, lease or otherwise dispose of it in a commercially reasonable Lease has the authority to do so, to bind the entity, and to grant the power of attomey under this manner, with or without notice, at a public or private sale and apply the net proceeds to the Lease. amount you owe us. If the net proceeds do not pay us everything you owe us, you are liable for the difference. 22. AUTHORIZATION FOR AUTOMATIC PAYMENT. All payments under this Lease shall be through the use of an automatic payment deducted from your checking or savings account. I 11. REDELIVERY OF EQUIPMENT: Provided you have fulfilled all of your obligations tous authorize Wirth Business Credit, Inc., its assigns, affiliates and agents and the financial under this Lease through the expiration of the Original Term, you may exercise the Purchase institution named below to initiate entries to my checking/savings account. This authority will Option, if any, selected above by notifying us in writing between 90 and 180 days prior to the remain in effect as long as this contract is in effect. I agree to indemnify Wirth Business Credit, expiration of the Original Term. If you exercise a Purchase Option, you agree to purchase all, Inc., its agents and the financial institution for any loss or cost arising m the event that any such but not less than all, of the Equipment that is in place and in use at your location. In the event debit shall be dishonored, whether with or without cause and whether intentionally or you do not decide to purchase the Equipment according to the terms of any Purchase Option inadvertently selected above, then when this Lease expires, or is tenninated earlier, you shall at your expense disconnect, properly package for transportation and return the Equipment to us in good repair, condition and working order, normal wear and tear excepted, to a location designated by us. If upon expiration or termination you do not immediately returnth e Equipment to us, at our option (i) we will remove the Equipment at your expense, and you agree to pay us an additional amount Name of Financial Institution Branch equal to a minimum of 2 monthly payments, or (ii) the Equipment will continue to be held and leased by you for successive one-year periods at the same monthly payment in this Lease, subject to the right of either party to terminate the Lease upon 12 months written notice. At the end of the 12 months, you will deliver the Equipment to us under the terms of this Address paragraph, provided that we retain the right, in our sole discretion, to limit the total number of such successive one-year renewals to protect our tax benefits as the owner ofthe Equipment.

City State Zip 12. SECURITY DEPOSIT. You agree to reimburse us for our costs to refurbish returned Equipment. You agree the security deposit will not bear interest and that we may apply it to any amount owed to us, and should we do so, you agree to restore the security deposit to its original •Checking • Savings amount. You may request the return of the security deposit only after all of your obligations under this Lease have been met in full. Provided you have fulfilled all of your obligations to us Account Number under the Lease, we will either refund your security deposit to you or at your direction apply it towards the purchase ofthe Equipment.

13. LESSEE REPRESENTATION. Lessee representsan d warrants that the value of the assets Routing Number (Between j: |: on the bottom left of your check) leased under this Agreement does not exceed 50% of the total of (i) fair market value of the equity of the Lessee; (ii) the total outstanding debt of the Lessee; and (iii) the value ofthe assets leased under this Agreement.

14. LEGAL ACTIONS. This Lease shall be governed by the internal laws (as opposed to conflicts oflaw provisions) ofthe State ofMinnesota where we have an office and accepted this Lease. You agree that any suit under this Lease shall be brought in state or federal court located x in Hermepin County, Minnesota. You irrevocably consent and submit to the exclusive Initials of Leasing Customer jurisdiction ofsuch courts and waive local venue with respect to claims arising under this Lease. Each party waives any right to a jury trial. You agree that any process served for any action or proceeding shall be valid if mailed by certified mail, return receipt requested, with dehvery restricted to you, your registered agent or any agent appointed in writing to accept such process

{TH7262.DOC SCHEDULE "A" - EQUIPMENT DESCRIPTION 605 HIGHWAY 169 N SurTE400, MINNEAPOLIS, MN 55441

WW RTH0 PHONE: 800/269-4075 • FAX: 800/269-4073 © BUSINESS CREDIT

Lease Customer Number: xxxxxx

Lease Number: xxxxx

Vendor Name: XXXXXXXXXXXXXXXX

This Schedule "A" is attached to and a part of the Equipment Lease Contract by and between the above leasing customer and Wirth Business Credit, Inc. relating to the lease transaction referenced above. All of the terms and conditions of the Equipment Lease Contract are incorporated herein and made a part hereof. The following is a full and complete description ofthe leased equipment:

Quantity Equipment Type lake & Model Serial

See Schedule A-l, which is attached and made part of this Equipment Lease Contract

This Equipment Lease Schedule also covers any and all present and future replacement equipment, substituted equipment, additional equipment, trade-ups and add-ons without requiring a separate agreement. (However, the leasing customer understands that Wirth Business Credit, Inc. consent will be required for any of these.)

The leasing customer agrees that a facsimile of this document or the signature shall be as valid and binding as the original and will be admissible in court as conclusive evidence of this document.

Signature of Leasing Customer Accepted by Wirth Business Credit, Inc.

Date Date

{TH7262.DOC } _ _ PERSONAL GUARANTY

®IDT U 605 HIGHWAY 169 N SUITE 400, MINNEAPOLIS, MN 55441 BUSINESS CREDIT9 PHONE: 800/269-4075 • FAX: 800/269-4073

Lease Customer Number: Xxxxxxx Lease Number: Xxxxx Vendor Name: xxxxxxxxxx

The person signing below (the "Guarantor") intends to be legally bound by this document and understands that it cannot be revoked or cancelled. Guarantor also understands that he or she is entering into a personal financial obligation in favor of Wirth Business Credit, Inc. Guarantor represents that he or she is one of the owners, officers or directors of the leasing customer or will otherwise benefit from the lease. Guarantor also knows that Wirth Business Credit, Inc. would not enter into the lease without first obtaining this personal guaranty. In exchange for Wirth Business Credit, Inc. entering into the lease, Guarantor hereby individually, personally, and absolutely and unconditionally guarantees to Wirth Business Credit, Inc. the prompt payment of all lease payments, lease charges and other amounts owed by the Leasing Customer to Wirth Business Credit, Inc., including but not limited to, costs of enforcement of the lease and attorneys fees of Wirth Business Credit, Inc. (collectively, the "Obligations"). This guaranty shall continue until all of the Obligations have been fully satisfied. This guaranty shall not be subject to any right of set-off, recoupment, deduction or other defense. Guarantor represents that he or she has read the Equipment Lease Contract and understands all of its terms. Guarantor agrees that Wirth Business Credit, Inc. may proceed against him or her to enforce this guaranty without first proceeding against the Leasing Customer, and also agrees that this guaranty will be enforceable even ifthe Leasing Customer goes out of business or into bankruptcy or otherwise cannot or does not pay for any reason. Settlements, renewals, extensions of time and other modifications of the lease shall be binding on Guarantor. Guarantor waives diligence, presentment, demand, protest or notice of any kind whatsoever as to this guaranty. Guarantor agrees to be subject to suit in the Minnesota courts and hereby consents to the exclusive jurisdiction of such courts and waives local venue with respect to claims arising hereunder. Guarantor agrees that a facsimile of this document and the signature shall be as valid and binding as the original and will be admissible in court as final evidence of this guaranty.

Signature of Guarantor (DO NOT TITLE) Date: xxxxxxxxx xxxxxxxx Print Name Social Security #

XXXXXXXXXXX xxxxxxxxxxxx Home Address Home Phone # xxxxxxxxx XX xxxx City State Zip

{TH7262.DOC } CERTIFICATE OF ACCEPTANCE I RTH 605 HIGHWAY 169 N, SUITE 400, MINNEAPOLIS, MN 55441 ®BUSINESS CREDIT" PHONE: 800/269-4075 • FAX: 800/269-4073

Leasing Customer Number: XXXXXXXX

Lease Application Number : XXXXX

Vendor Name: XXXXXXXXX

Equipment Description: See each Schedule attached to the Equipment Lease Contract and made part thereof.

The above Leasing Customer hereby represents and certifies to Wirth Business Credit, Inc. as follows:

1. The equipment described above has been fully delivered to the Leasing Customer, has been fully installed, has been inspected and tested by the Leasing Customer, and is working perfectly. Therefore, Leasing Customer accepts the equipment.

2. The Leasing Customer understands that Wirth Business Credit, Inc. will not be able to get a refund after the equipment is purchased. The Leasing Customer hereby acknowledges having signed an Equipment Lease Contract and understands that it cannot be revoked or cancelled for any reason.

3. To expedite this transaction for the Leasing Customer, the Leasing Customer agrees that a facsimile of this document and a facsimile of the Leasing Customer's signature shall be considered as valid and binding as the original and will be admissible in a court of law as conclusive evidence of this transaction. Leasing Customer authorizes Lessor, as Leasing Customer's attorney-in-fact, to complete this Certificate of Acceptance by supplying the mformation set forth below, including without limitation, the delivery date of the Equipment.

Authorized Signature of Leasing Customer Date

Print Name and Title

{TH7262.DOC} INSURANCE BINDER REQUEST I RTH 605 HIGHWAY 169 N SUITE 400, MINNEAPOLIS, MN 55441 ®BUSINESS CREDIT* PHONE: 800/269^075 • FAX: 800/269-4073

IMMEDIATE ATTENTION PLEASE

To:

Your insured listed below is financing / leasing new equipment through us. We must have insurance coverage in place that names Wirth Business Credit, Inc. as a Loss Payee and Additional Insured. Property/Contents Coverage: Insurance is to be provided for fire, theft, extended coverage, vandalism and malicious mischief for the full replacement value of the equipment.

Public Liability: Coverage should be written with minimum limits of $250,000/5500,000 for bodily injury and $250,000/$500,000 for property damage.

Please provide us a certificate of insurance as follows:

YOUR INSURED: LOSS PAYEE/ADDITIONAL INSURED

Attn: xxxxxx Wirth Business Credit, Inc. Company Name Xxxxxxxxxxxxx 605 Highway 169 N, Suite 400 Address xxxxxxxxxxxxxx Minneapolis, MN 55441 City, State, Zip xxxxxxxxxxx Phone: (763) 520-8500 Phone: (xxx) xxx-xxxx Fax: (800) 269-4073 Fax: (xxx) xxx-xxxx Attn: xxxxxxxxxxx

EQUIPMENT TO BE INSURED: EQUIPMENT LOCATION xxxxxxx Street address. City, State, Zip xxxxxxxxxxxxxxx

NSURABLE VALUE EFFECTIVE DATE OF INSURANCE: $xx,xxx.xx

{TH7262.DOC } Drivers License 605 HIGHWAY 169 N SUITE 400, MINNEAPOLIS, MN 55441 Wl RTH PHONE: 800/269-4075 * FAX: 800/269-4073 ©BUSINES S CREDIT*

DRIVER'S LICENSE COPY

(Signature on Driver's License must be legible)

PLACE COPY HERE

(one for each signor)

{TH7262.DOC } EXHIBIT I

List of State Administrators/Agents for Service of Process

{TH7277.DOC } CALIFORNIA California Commissioner of Corporationothg MINNESOTA Department of Corporations Commissioner of Commerce of Business Oversight Minnesota Department of Commerce 320 West 4* Street, Suite 750 85-7* Place East, Suite 500 Los Angeles, CA 90013-1105 St. Paul, Minnesota 55101 1-866-275-2677 NEW YORK HAWAII New York Department of State Commissioner of Securities of the Division of Corporations State of Hawaii 41 State Street Department of Commerce and Albany, New York 12231 Consumer Affairs Business Registration Division New York State Department of Law Securities Compliance Branch Bureau oflnvestor Protection and Securities 335 Merchant Street, Room 203 120 Broadway, 23rd Floor Honolulu, Hawaii 96813 New York, New York 10271 Ph# (808) 586-2722 NORTH DAKOTA ILLINOIS North Dakota Securities Department Attomey General State of Illinois 5 th Floor, State Capital 500 South Second Street 600 East Boulevard Springfield, Illinois 62706 Bismarck, North Dakota 58505

INDIANA RHODE ISLAND Agent - Administrator Indiana Secretary of State R l. Dept. of Bus. Regulation 201 State House Securities Division 200 W. Washington Street 1511 Pontiac Avenue Indianapolis, Indiana 46204 Cranston, Rhode Island 02920 (317) 232-6531 SOUTH DAKOTA Administrator - Department of Labor and Regulation Indiana Securities Commissioner Division of Securities 302 West Washington, Room E-l 11 445 E. Capitol Indianapolis, Indiana 46204 Pierre, South Dakota 57501 (317) 232-6681 VIRGINIA MARYLAND Clerk, State Corporation Commission Agent to Receive Service of Process Tyler Building, 1st Floor Maryland Securities Commissioner 1300 East Main Street Securities Division Richmond, Virginia 23219 200 St. Paul Place Baltimore, Maryland 21202-2020 WASHINGTON Director, Department ofFinanciai Institutions or Securities Division P.O. Box 9033 State Administrator Olympia, Washington 98507 Office of the Attomey General Securities Division WISCONSIN 200 St. Paul Place Commissioner ofSecurities Baltimore, Maryland 21202 Department of Financial Institutions 201 W. Washington Avenue, Suite 300 MICHIGAN P.O. Box 1768 Michigan Department of Commerce Madison, Wisconsin 53701 Corporations and Securities Bureau P.O. Box 30054 6546 Mercantile Way Lansing, Michigan 48909

{TH7334.DOC } PIAS-3/14 EXHIBIT J

Receipts

{TH7277.DOC } RECEIPT This disclosure document summarizes certain provisions of the Franchise Agreement and other information in plain language. Read this disclosure document and all agreements carefully. Ifwe offer you a franchise, we must provide this disclosure document to you 14 calendar days before you sign a binding agreement with, or make a payment to, us or our affiliate in connection with the proposed franchise sale. Iowa, New York and Rhode Island require that we give you this disclosure document at the earlier of the first personal meeting or 10 business days (14 calendar days in Iowa) before execution of the franchise or other agreement or the payment of consideration that relates to the franchise relationship. Michigan requires that we give you this disclosure document at least 10 business days before the execution ofany binding franchiseo r other agreement or the payment of any consideration, whichever occurs first. If we do not deliver this disclosure document on time or if it contains a false or misleading statement, or a material omission, a violation of federal law and state law may have occurred and should be reported to the Federal Trade Commission, Washington, D.C. 20580 and those state administrators listed on Exhibit I. The franchisori s Winmark Corporation, located at 605 Highway 169 N, Suite 400, Minneapolis, MN 55441. Its telephone number is (763) 520-8500. Our franchise sellers involved in offering and selling the franchise to you are listed below (with address and telephone number), or will be provided to you separately before you sign a Franchise Agreement:- =- Pete First. Karen Tvedt and Stenhanie Saliin. Winmark Comoration. 60S Highway 169 N. Suite 400. Minneannlis. MN 5S441. (1^ 520-8500. Issuance Date: March 15, 201312^2014 We authorize the respective state agencies identified in Exhibit I to receive service of process for us in the particular state. I have received a Play It Again Sports® disclosure document that had an Issuance Date of March 4^ 24i3;11^2014, and included the following Exhibits: List of Stores (Exhibit A), List of Terminated Franchises (Exhibit B), Winmark's Audited Consolidated Financial Statements (Exhibit C), Play It Again Sports® Franchise Agreement and exhibits (Exhibit D), Letter of Credit (Exhibit E), Bank Draft Authorization (Exhibit F), Franchisee Questionnaire (Exhibit G), Equipment Lease (Exhibit H), List of State Administrators/Agents for Service of Process (Exhibit I), and Receipt (Exhibit J). FRANCHISEE (For a Corporation) FRANCHISEE (For an Individual) Date Received: Date Received: Corp. Name: Signed: State of Incorporation: Print Name: By: Address: Print Name: City: State: Title: Phone: ( ) Zip: _

(Additional Individual Franchisee) Date Received: Signed: Print Name: Address: City: State: Phone: ( ) Zip: _ Copy for Franchisee {TH7382.DOC } PIAS - 3/14 RECEIPT

This disclosure document summarizes certain provisions of the Franchise Agreement and other information in plain language. Read this disclosure document and all agreements carefully.

Ifwe offer you a franchise, we must provide this disclosure document to you 14 calendar days before you sign a binding agreement with, or make a payment to, us or our affiliate in connection with the proposed franchise sale. Iowa, New York and Rhode Island require that we give you this disclosure document at the earlier of the first personal meeting or 10 business days (14 calendar days in Iowa) before execution of the franchise or other agreement or the payment of consideration that relates to the franchise relationship. Michigan requires that we give you this disclosure document at least 10 business days before the execution ofany binding franchise or other agreement or the payment of any consideration, whichever occurs first.

If we do not deliver this disclosure document on time or if it contains a false or misleading statement, or a material omission, a violation of federal law and state law may have occurred and should be reported to the Federal Trade Commission, Washington, D.C. 20580 and those state administrators listed on Exhibit I.

The franchisor is Winmark Corporation, located at 605 Highway 169 N, Suite 400, Minneapolis, MN 55441. Its telephone number is (763) 520-8500. Our franchise sellers involved in offering and selling the franchise to you are listed below (with address and telephone number), or will be provided to you separately before you sign a Franchise Agreement:— Pete First. Karen Tvedt and Stenhanie Saliin. Winmark Comoration. 605 Highway 169 N. Suite 400. Minneanolis. MN 55441. (763^ 520-8500. Issuance Date: March 4^404417. 2014

We authorize the respective state agencies identified in Exhibit I to receive service of process for us in the particular state. I have received a Play It Again Sports® disclosure document that had an Issuance Date of March 15, 2013,17, 2014, and included the following Exhibits: List of Stores (Exhibit A), List of Terminated Franchises (Exhibit B), Winmark's Audited Consolidated Fmancial Statements (Exhibit C), Play It Again Sports® Franchise Agreement and exhibits (Exhibit D), Letter of Credit (Exhibit E), Bank Draft Authorization (Exhibit F), Franchisee Questionnaire (Exhibit G), Equipment Lease (Exhibit H), List of State Administrators/Agents for Service of Process (Exhibit I), and Receipt (Exhibit J). FRANCHISEE (For a Corporation) FRANCHISEE (For an Individual) Date Received: Date Received: Corp. Name: Signed: State of Incorporation: Print Name: By: Address: _ Print Name: . City: State: Title: Phone: (_) Zip: _ (Additional Individual Franchisee) Date Received: Signed: Print Name: Address: City: State: Phone: ( ) Zip: _ Copy for Winmark Corporation Please mail a hard copy of this receipt to the address listed on the front page of this disclosure document or send to kfialafgiwinmarkcorporation.com by email (PDF) or by fax to (763) 520-8410. {TH7382.DOC} PIAS - 3/14