Winmark Corporation Watch

from 10-K 2 pages The Summary of the General Terms and Provisions of the Capital Stock of Winmark Corporation Set Forth Below Does Not Purport to Be Complete and Is Subject to and Qualified by Reference to Our Articles of Incorporation and Bylaws, Each of Which Is Incorporated by Reference and Included as Exhibits to Our Annual Report on Form 10-K. the Disclosure Below Also Includes a Summary of Certain Provisions of the Minnesota Business Corporation Act (“Mbca”) Applicable to US. for Additional Information, Please Review the Applicable Provisions of the Mbca Referred to Below. Our Authorized Capital Stock Consists of 15,000,000 Shares of Capital Securities, No Par Value. Our Articles of Incorporation Designate 10,000,000 Shares as Common Stock, and 5,000,000 Shares as Undesignated. Common Stock

from S-1 6 pages Paying Agent Agreement

from S-1 3 pages Renewable Unsecured Subordinated Note Subscription Agreement

from S-1 ~5 pages Winmark Corporation 4200 Dahlberg Drive, Suite 100 Minneapolis, Minnesota 55422-4837 Purchase Confirmation

from S-1 5 pages Winmark Corporation Incorporated Under the Laws of Minnesota Renewable Unsecured Subordinated Note

from S-1 57 pages Indenture Dated as of , 2006, by and Between Winmark Corporation, as Obligor and Wells Fargo Bank, National Association, a National Banking Association, as Trustee $50,000,000 Renewable Unsecured Subordinated Notes

from SC 13D ~5 pages Nonqualified Stock Option Agreement