Once Upon A Child

605 Highway 169 N, Suite 400 Minneapolis, Minnesota 55441

[email protected]

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Winmark was incorporated under the laws of the State of Minnesota on July 20, 1988 under the name “Play It Again Sports Franchise Corporation.” In July 1993, Winmark’s corporate name was changed from “Play It Again Sports Franchise Corporation” to “Grow Biz International, Inc.” In November 2001, our corporate name was changed from “Grow Biz International, Inc.” to “Winmark Corporation.” Winmark’s principal business address is 605 Highway 169 N, Suite 400, Minneapolis, Minnesota 55441; our telephone number is (763) 520 8500. Winmark conducts business under the name Once Upon A Child. Winmark also conducts business in 4 other separate lines of businesses under the names Play It Again Sports, Music Go Round, Plato’s Closet and Style Encore (see Item 1 below).

Winmark franchises Once Upon A Child® retail stores (sometimes referred to as a “Store”) under the terms of the Franchise Agreement in the form included in this disclosure document as Exhibit D (the “Franchise Agreement”). A Once Upon A Child® Store is a retail store from which you will sell quality used and new children’s apparel, toys, furniture and accessories. A Once Upon A Child® franchise emphasizes consumer value by offering quality used merchandise at substantial savings from the price of new merchandise and by purchasing customers’ used goods that have been outgrown or are no longer used. A Store also offers new merchandise to supplement the selection of used goods. The market for the goods and services which you will offer includes families with children and, to some extent, grandparents, relatives and friends purchasing children’s apparel, toys and furniture. The market for used children’s apparel, toys, equipment and furniture is expanding as consumers recognize the value associated with these used items. The market for new children’s apparel, toys, equipment and furniture is well-developed and competitive. Winmark has developed a marketing system which creates a certain product image in the minds of customers, a business strategy for getting and keeping customers, and a distribution method for products and services. Winmark has developed all of these as part of the business system (the “Business System”) which you will receive the right to use. Winmark uses and licenses certain service marks and trademarks, logos, trade dress and other commercial symbols, including the service mark Once Upon A Child® (collectively, the “Trademarks”). Winmark may, in the future, modify the Trademarks as well as add new trademarks, service marks, logos, trade dress and other commercial symbols. The purchase of a Once Upon A Child® franchise permits you: (i) to use Winmark’s nationally recognized Trademarks; (ii) to obtain access to the distinctive operational and management attributes of the Once Upon A Child® Business System, including confidential manuals describing complete guidelines for the operation of a Store (the “Manuals”); (iii) the right, under certain conditions, to participate in Winmark’s preferred vendor program (see Item 8); and (iv) to receive the benefits of association with a nationally recognized franchise system, including various forms of opening and operational assistance from Winmark (see Item 11). You must comply with all of Winmark’s requirements described in the Franchise Agreement and the Manuals. This compliance assures uniform and consistent application of the Business System which is essential to the successful operation of your Store. If you are an existing Once Upon A Child® franchisee or an existing franchisee of one of Winmark’s other brands in good standing, have been a franchisee of Winmark for at least 12 months and are opening an additional store, you must sign the Additional Store Addendum attached to the Franchise Agreement. Under special circumstances, Winmark may, at our sole discretion, waive the 12 month requirement.

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