Exhibit 10.4
 AMC FT. Meyers, Inc.Michael AnsleyFt. Meyers, Florida6/3/10
 Buffalo Wild Wings ® Franchise Agreement
 Between
 Buffalo Wild Wings International, Inc.
5500 Wayzata Blvd., Suite 1600
Minneapolis, MN 55416
 And
 AMC Ft. Myers, Inc.
27680 Franklin Road
Southfield, MI 48034
248-894-0434
 Authorized Location:
 9390 Dynasty Drive, Suite 101
Ft. Myers, FL 33905
 Effective Date:
 June 3, 2010




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®
 SECTION
    
    PAGEDEFINITIONS
    
    
    1GRANT OF LICENSE
    
    
    2TRADEMARK STANDARDS AND REQUIREMENTS
    
    
    4TERM AND RENEWAL
    
    
    6FACILITY STANDARDS AND MAINTENANCE
    
    
    6PRODUCTS AND OPERATIONS STANDARDS AND REQUIREMENTS
    
    
    10PERSONNEL AND SUPERVISION STANDARDS
    
    
    14ADVERTISING
    
    
    15FEES, REPORTING AND AUDIT RIGHTS
    
    
    17YOUR OTHER OBLIGATIONS; NONCOMPETE COVENANTS
    
    
    20TRANSFER OF FRANCHISE
    
    
    22DISPUTE RESOLUTION
    
    
    25DEFAULT AND TERMINATION
    
    
    26POST-TERM OBLIGATIONS
    
    
    28GENERAL PROVISIONS
    
    
    30
 APPENDICES
 A. TrademarksB. Designated AreaC. Addendum to LeaseD. Electronic Transfer of Funds AuthorizationE. Gift Cards Affiliated Seller Agreement




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®
  RECITALS
   Buffalo Wild Wings ® Buffalo Wild Wings ®
 Buffalo Wild Wings ®
 Buffalo Wild Wings ®
  DEFINITIONS
      1




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Buffalo Wild Wings ®
 Buffalo Wild Wings ®
 Buffalo Wild Wings ®
  GRANT OF LICENSE
  Authorized Location Buffalo Wild Wings ®
  2




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Designated Area Buffalo Wild Wings ®
 Opening NA
 Nonexclusivity; Our Reservation of Rights Buffalo Wild
Wings ®
 Buffalo Wild Wings ® Buffalo Wild Wings ® Buffalo Wild Wings ®
   3




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Buffalo Wild Wings ®
  Catering and Delivery
 TRADEMARK STANDARDS AND REQUIREMENTS
  Trademark Ownership
  4




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Trademark Use
 Restaurant Identification Buffalo Wild Wings
Grill & Bar ®  Buffalo Wild Wings ® Buffalo Wild Wings ®
 Litigation
 Changes
  5




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TERM AND RENEWAL
  Term
 Renewal Term and Conditions of Renewal Buffalo Wild Wings
 Relocation Upon Renewal
 FACILITY STANDARDS AND MAINTENANCE
 Buffalo Wild Wings ®
 Restaurant Facility; Site Under Control Buffalo Wild
Wings ®
   6




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Construction; Future Alteration
 Buffalo Wild Wings ® Buffalo Wild Wings ® Buffalo Wild Wings ®
  7




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Maintenance
  8




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Relocation
   Modernization or Remodel Buffalo Wild Wings®
  Buffalo
Wild Wings®
  Signage
  9




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PRODUCTS AND OPERATIONS STANDARDS AND REQUIREMENTS
  Authorized Menu
 Authorized Products and Ingredients
 Approved Supplies and Suppliers
  10




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Computer System
 Serving and Promotional Items
 Health and Sanitation
 Evaluations Buffalo Wild
Wings ®
  11




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Period of Operation
 Operating Procedures
  Confidential Information
  12




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Vending Services
 Catering and Delivery Services
 Compliance with Law; Licenses and Permits
  Buffalo Wild
Wings ®
  13




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Participation in Internet Web Sites or Other Online Communications Buffalo Wild Wings ® Buffalo Wild Wings ®
 System Modifications
 Suggested Pricing Policies
 PERSONNEL AND SUPERVISION STANDARDS
  Supervision Buffalo Wild
Wings ®
  14




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Training
 Ongoing Training
 Staffing
 Attendance at Meetings
 ADVERTISING
  Advertising Fund
  15




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Required Local Expenditures 1 2
 Approved Materials
 Advertising Cooperatives 1 2 1 2 Buffalo Wild Wings ® 1 2
  16




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Telephone Directory Listing Buffalo Wild
Wings ®
 Participation in Certain Programs and Promotions Buffalo Wild
Wings ®
 New Restaurant Opening Promotion
 FEES, REPORTING AND AUDIT RIGHTS
  Initial Franchise Fee
 Royalty Fee 1 2
  17




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Advertising Fee 1 2
 Computations and Remittances
 Electronic Transfer of Funds
 Interest Charges; Late Fees
 Financial Planning and Management
  18




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Reports and Audit
    19




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YOUR OTHER OBLIGATIONS; NONCOMPETE COVENANTS
  Payment of Debts
 Indemnification
  Insurance
 Buffalo Wild Wings
  20




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Noncompete Covenants
   Buffalo Wild
Wings ®
   Buffalo Wild Wings ®
    21




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TRANSFER OF FRANCHISE
  Transfers
       22




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Consent to Transfer
 Transfer Fee
 Conditions of Transfer
 Assignee Requirements
 Payment of Amounts Owed
 Reports
 Modernization
 Guarantee
 General Release
  23




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Execution of Then-Current Franchise Agreement
 Training
 Financial Reports and Data
 Other Franchise Agreements
 Other Conditions
 Death, Disability or Incapacity
 Right of First Refusal
  24




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Transfer to Immediate Family Members and among Principal Owners
 Transfer by Us
 DISPUTE RESOLUTION
  Arbitration; Mediation
  25




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Injunctive Relief
 Attorneys Fees
 DEFAULT AND TERMINATION
  Defaults
  26




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Termination by Us
 Termination After Opportunity to Cure
 Immediate Termination With No Opportunity to Cure
 Immediate Termination After No More than 24 Hours to Cure
  27




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Effect of Other Laws
 Termination by You
 POST-TERM OBLIGATIONS
  Reversion of Rights; Discontinuation of Trademark Use
  28




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Purchase Option
 Buffalo Wild
Wings ®
   Claims Buffalo Wild Wings ®
  29




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GENERAL PROVISIONS
  Severability
 Waiver/Integration
 Notices
    Authority
 References
  30




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Guarantee
 Successors/Assigns
 Interpretation of Rights and Obligations
 Applicable Law and Waiver
 Our Rights
 Our Reasonable Business Judgment
  31




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Venue
 Jury Waiver
 Waiver of Punitive Damages
 Relationship of the Parties
 Force Majeure
 Adaptations and Variances
  32




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Notice of Potential Profit
 Interference with Employment Relations
 Updating Your Franchise Agreement Buffalo Wild
Wings ®
 Effective Date
 Acknowledgment of Prohibition on Insider Trading
  33




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IN WITNESS WHEREOF
 FRANCHISEE:
    
    
    
    US:AMC FT. MYERS, INC.
    
    
    
    BUFFALO WILD WINGS INTERNATIONAL, INC.Date:
    
    June 1, 2010
    
    
    
    Date:
    
    6/3/10By:
    
    AMC Wings, Inc.
    
    
    
    /s/ Sally J. SmithIts:
    
    Sole Shareholder of AMC Ft. Myers, Inc.
    
    
    
    By:
    
    Sally J. SmithIts:
    
    President & CEO/s/ T. Michael AnsleyBy:
    
    Diversified Restaurant Holdings, Inc.As Sole Shareholder of AMC Wings, Inc.Its:
    
    President & CEO, T. Michael Ansley
  34




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PERSONAL GUARANTY AND AGREEMENT TO BE BOUND  PERSONALLY BY THE TERMS AND CONDITIONS  OF THE FRANCHISE AGREEMENT
      FRANCHISEE: AMC FT. MYERS, INC.PERSONAL GUARANTORS:/s/ T. Michael Ansley
    
    
    
    Diversified Restaurant Holdings, Inc.Individually
    
    
    
    Sole Shareholder of AMC Wings, Inc.T. Michael Ansley
    
    
    
    /s/ T. Michael AnsleyPrint Name
    
    
    
    By: T. Michael Ansley, Its President & CEO27680 Franklin Road
    
    
    
    27680 Franklin RoadAddress
    
    
    
    AddressSouthfield, Michigan 48034
    
    
    
    Southfield, Michigan 48034City
    
    State
    
    Zip Code
    
    
    
    City
    
    State
    
    Zip Code248-894-0434
    
    
    
    248-894-0434Telephone
    
    
    
    Telephone
  1




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®
 Control Person
 NAME
    
    TITLE
    
    ADDRESST. Michael Ansley
    
    Control Person
    
    27680 Franklin Road, Southfield, MI 48034
 Ownership
 PERCENTAGENAME
    
    HOME ADDRESS
    
    OF INTERESTAMC Wings, Inc.
    
    27680 Franklin Road, Southfield, MI 48034
    
    
    100
    %as Sole Shareholder of AMC Ft. Myers, Inc.Diversified Restaurant Holdings, Inc.
    
    27680 Franklin Road, Southfield, MI 48034
    
    
    100
    %as Sole Shareholder of AMC Wings, Inc.
 Change.
 Effective Date rd
 /s/ TMA
    
    
    
    /s/ SJSYour Initials
    
    
    
    Our Initials




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Appendix A to the Franchise Agreement
 Trademarks
  Service Mark:
    
    BUFFALO WILD WINGSRegistration No.:
    
    2,239,550Registration Date:
    
    April 13, 1999Service Mark:
    
    BUFFALO WILD WINGS GRILL & BAR (Design Mark)Registration No.:
    
    2,187,765Registration Date:
    
    September 8, 1998
 
 Service Mark:
    
    BLAZINRegistration No.:
    
    2,966,286Registration Date:
    
    July 7, 2005Service Mark:
    
    BONELESS THURSDAYSRegistration No.:
    
    3,241,656Registration Date:
    
    May 15, 2007Service Mark:
    
    BUFFALITORegistration No.:
    
    2,914,520Registration Date:
    
    December 28, 2004Service Mark:
    
    WING TUESDAYSRegistration No.:
    
    3,241,654Registration Date:
    
    May 15, 2007Service Mark:
    
    WINGS. BEER. SPORTS. ALL THE ESSENTIALSRegistration No.:
    
    2,905,689Registration Date:
    
    November 30, 2004Service Mark:
    
    YOU HAVE TO BE HERERegistration No.:
    
    3,386,873Registration Date:
    
    February 19, 2008




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Appendix B to the Franchise Agreement
 The Designated Area
     FRANCHISEE:
    
    
    
    US:AMC FT. MYERS, INC.
    
    
    
    BUFFALO WILD WINGS INTERNATIONAL, INC.Date:
    
    June 1, 2010By:
    
    AMC Wings, Inc.
    
    
    
    /s/ Sally J. SmithIts:
    
    Sole Shareholder of AMC Ft. Myers, Inc.
    
    
    
    By:
    
    Sally J. SmithIts:
    
    President & CEO/s/ T. Michael AnsleyBy:
    
    Diversified Restaurant Holdings, Inc.As Sole Shareholder of AMC Wings, Inc.Its:
    
    President & CEO, T. Michael Ansley




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Appendix C to the Franchise Agreement
 Addendum to Lease
 
  A.
    
    The parties have entered into a Lease Agreement, dated , 20, (the Lease)
pertaining to the premises located at  (the
Premises).
 B.
    
    Landlord acknowledges that Tenant has agreed to operate a Restaurant at the Premises pursuant
to Tenants Franchise Agreement (the Franchise Agreement) with Buffalo Wild Wings
International, Inc. (BWW) under the name Buffalo Wild Wings Grill & Bar or other name
designated by BWW (the Restaurant).
 C.
    
    The parties desire to amend the Lease in accordance with the terms and conditions contained
in this Addendum to provide BWW the opportunity to preserve the Premises as a BWW branded
restaurant as provided herein.
   1.
    
    Remodeling and Decor. Landlord agrees that Tenant has the right to remodel, equip,
paint and decorate the interior of the Premises and to display such proprietary marks and
signs on the interior and exterior of the Premises as Tenant is reasonably required to do
pursuant to the Franchise Agreement and any successor Franchise Agreement under which Tenant
may operate a Restaurant on the Premises. Any remodel of the building and/or its signs shall
be subject to Landlords prior and reasonable approval.
 2.
    
    Assignment by Tenant.
 (a)
    
    Tenant does not have the right to sublease or assign the Lease to any third
party without BWWs and Landlords written approval.
 (b)
    
    So long as Tenant is in good standing under the Lease, Tenant has the right to
assign all of its right, title and interest in the Lease to BWW, its affiliates or its
parent company, during the term of the Lease, including any extensions or renewals,
without first obtaining Landlords consent. No assignment will be effective, however,
until BWW or its designated affiliate (the BWW Entity) gives Landlord written notice
of its acceptance of the assignment. BWW will be responsible for the lease obligations
incurred after the effective date of the assignment.
 (c)
    
    If BWW elects to assume the Lease, under this subparagraph or unilaterally
assumes the lease as provided for in subparagraph 3(a) or 4(a), Landlord and Tenant
agree that (i) Tenant will remain liable for the responsibilities and obligations,
including amounts owed to Landlord, prior to the date of assignment and assumption, and
(ii) BWW will have the right to sublease the Premises to another franchisee with
Landlords prior reasonable approval, provided the franchisee meets BWWs then-current
standards and requirements for franchisees and agrees to operate the Restaurant as a
Buffalo Wild Wings restaurant pursuant to a Franchise Agreement with BWW. Upon receipt
by Landlord of an assumption agreement pursuant to which the assignee agrees to assume
the Lease and to
observe the terms, conditions and agreements on the part of Tenant to be performed
under the Lease, BWW shall thereupon be released from all liability as tenant under
the Lease from and after the date of assignment, without any need of a written
acknowledgment of such release by Landlord.




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3.
    
    Default and Notice.
 (a)
    
    Landlord shall send BWW copies of all notices of default it gives to Tenant
concurrently with giving such notices to Tenant. If Tenant fails to cure any defaults
within the period specified in the Lease, Landlord shall promptly give BWW written
notice thereof, specifying the defaults Tenant failed to cure. BWW has the right, but
not the obligation, to unilaterally assume the Lease if Tenant fails to cure. BWW
shall have 15 days from the date BWW receives such notice to exercise, by written
notice to Landlord and Tenant, its right for BWW or a BWW Entity to assume the Lease.
BWW shall have an additional 15 days from the expiration of Tenants cure period in
which to cure the default or violation.
 (b)
    
    All notices to BWW must be sent by registered or certified mail, postage
prepaid, to the following address:
 
  4.
    
    Termination, Non-Renewal, Expiration. If the Franchise Agreement is
terminated for any reason during the term of the Lease or any extension thereof, BWW
has the right, but not the obligation, to unilaterally assume the Lease by giving
Landlord written notice. Within 30 days after receipt of such notice, Landlord shall
give BWW written notice specifying any defaults of Tenant under the Lease.
 5.
    
    Access to Premises Following Expiration or Termination of Lease. Upon the expiration
or termination of the Lease, Landlord will cooperate with and assist BWW in gaining possession
of the Premises and if a BWW Entity does not elect to enter into a new lease for the Premises
with Landlord on terms reasonably acceptable to the BWW Entity, Landlord will allow BWW to
enter the Premises, without being guilty of trespass and without incurring any liability to
Landlord, except for any damages caused by BWWs willful misconduct or gross negligence, to
remove all signs, awnings, and all other items identifying the Premises as a Buffalo Wild
Wings® Restaurant and to make such other modifications (such as repainting) as
are reasonably necessary to protect the Buffalo Wild Wings® marks and
system. In the event BWW exercises its option to purchase assets of Tenant, Landlord must
permit BWW to remove all such assets being purchased by BWW.
 6.
    
    Additional Provisions.
 (a)
    
    Landlord hereby acknowledges that the provisions of this Addendum are required
pursuant to the Franchise Agreement under which Tenant plans to operate its business
and the Tenant would not lease the Premises without this Addendum.
 (b)
    
    Landlord further acknowledges that Tenant is not an agent or employee of BWW
and the Tenant has no authority or power to act for, or to create any liability on
behalf of, or to in
any way bind BWW or any affiliate of BWW, and that Landlord has entered into this
Addendum with full understanding that it creates no duties, obligations or
liabilities of or against BWW or any affiliate of BWW, unless and until the Lease is
assigned to, and accepted in writing by, BWW or its parent company.




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(c)
    
    BWW Entity may elect not to assume or be bound by the terms of any amendment to
the Lease executed by Tenant without obtaining BWWs prior written approval, which
shall not be unreasonably withheld or delayed.
 8.
    
    Modification. No amendment or variation of the terms of this Addendum is valid
unless made in writing and signed by the parties and the parties have obtained the written
consent of BWW.
 9.
    
    Reaffirmation of Lease. Except as amended or modified in this Addendum, all of the
terms, conditions and covenants of the Lease remain in full force and effect and are
incorporated by reference and made a part of this Addendum as though copied herein in full.
In the event of any conflict between the terms of this Addendum and those in the Lease, the
terms of this Addendum shall control.
 10.
    
    Beneficiary. Landlord and Tenant expressly agree that BWW is a third party
beneficiary of this Addendum.
  TENANT:
    
    
    
    LANDLORD:By
    
    
    
    
    
    
    
    ByIts
    
    
    
    
    
    
    
    Its




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Electronic Transfer of Funds Authorization
 
 NEW
    
    CHANGE
      Sincerely yours,*** We also need a VOIDED Check ***Account NameBank Name
    
    
    
    Street AddressBranch
    
    
    
    City State Zip CodeStreet Address
    
    
    
    Telephone NumberByCity State Zip CodeItsBank Telephone NumberDateBanks Account NumberCustomers Account Number




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Appendix E to the Franchise Agreement
 AFFILIATED SELLER AGREEMENT
 ASA FDPS Affiliated Seller Client Client Agreement
 1.
    
    Representations and Warranties of Affiliated Seller. Affiliated Seller represents and
warrants that Affiliated Seller: (i) has received and reviewed a true and correct copy of the
Client Agreement from Client; and (ii) subject to the limitations provided in this ASA, agrees
to be bound by the Client Agreement to the same extent as if it were Client whenever the
context requires Client performance (and irrespective of whether or not the term Client is
expressly mentioned.) Affiliated Seller hereby appoints Client as its representative with
FDPS for all matters arising out of or relating to the Client Agreement including all matters
that involve Client Agreement negotiation, modification and/or dispute resolution. Affiliated
Seller agrees that Affiliated Seller will be solely responsible for communicating with Client
concerning the status of such matters and the Client Agreement. Affiliated Seller represents
and warrants that FDPS will be entitled to communicate information concerning Affiliated
Seller, including its Confidential Information, its Program, Program Procedures, Cardholders
and Card Data to Client and to rely upon any statements made by Client related thereto to the
same extent as if FDPS were dealing directly with a duly authorized Affiliated Seller
representative.
 2.
    
    Client Agreement. Client agrees to be jointly and severally liable for Affiliated
Seller obligations arising out of the Client Agreement. Each Affiliated Seller shall not be
responsible for the obligations of the Client or another Affiliated Seller, arising out of the
Client Agreement. Affiliated Seller agrees that Affiliated Sellers rights under this ASA
will terminate immediately without need of notification from FDPS on termination or expiration
of this ASA.
 3.
    
    Issuance of Cards. Notwithstanding anything to the contrary in this ASA, (i) Client
will be the sole issuer of all Cards issued under the Program, including with respect to all
Cards sold at locations operated by Affiliated Sellers, and (ii) Client will be solely
responsible for the responsibilities set forth in Section 3(b) of the Client Agreement.
 4.
    
    Indemnification. The Client agrees to indemnify the Affiliated Seller for
escheatment claims by any State as follows:
 A.
    
    For escheatment claims related to Cards sold at any time period prior
to September 15, 2007, the Client provides no indemnification.
 B.
    
    For escheatment claims related to Cards sold during the time between
September 15, 2007 and September 15, 2008, the Client will indemnify the Affiliated
Seller up to the amount remitted by the Affiliated Seller to the Client for this
period of time.
 C.
    
    For escheatment claims related to Cards sold after September 16, 2008,
the Client will indemnify the Affiliated Seller up to the amount remitted by the
Affiliated Seller to the Client for this period of time.
  - 1 -




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5.
    
    Limitation of Liability. Anything to the contrary notwithstanding, Affiliated Seller
agrees that FDPS cumulative aggregate liability under Client Agreement to Client and all
Affiliated Sellers will be subject to the limitations set forth in Section 14 of the Client
Agreement. For example, if Client and one additional Affiliated Seller participate under the
Client Agreement, FDPS cumulative aggregate liability to Client and such Affiliated Seller
for direct damages will not exceed two hundred fifty thousand dollars ($250,000.00) and will
not include any liability for claims arising out of or relating to services and/or items
supplied by the Card Company.
 6.
    
    Conflict. Should a conflict exist between the provisions of the Client Agreement and
this ASA, this ASA will control. Terms in initial capital letters or all capital letters used
as a defined term but not defined in this ASA will have the meaning set forth in the Client
Agreement. References to this ASA in any document now or hereafter attached to or referenced
to this ASA will mean this ASA as amended or supplemented from time to time.
 IN WITNESS WHEREOF
 AFFILIATED SELLER
    
    
    
    ValueLink, LLCAddress:
    
    
    
    6200 South Quebec Street
Greenwood Village, Colorado 80111By:
    
    /s/ T. Michael Ansley
    
    
    
    By:Name: T. Michael Ansley
    
    
    
    
    
    Name:Title:   President
    
    
    
    
    
    Title:BLAZIN WINGS INC.
5500 Wayzata Blvd.
Minneapolis, MN 55416By:
    
    Sally J. SmithName: Sally J. SmithTitle:   President & CEO
  - 2 -




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ACKNOWLEDGMENT ADDENDUM TO
BUFFALO WILD WINGS ® FRANCHISE AGREEMENT
 Buffalo
Wild Wings ®
 Acknowledgments and Representations*
 1.
    
    Did you receive a copy of our Disclosure Document (and all exhibits and attachments) at least
(a) 14 calendar days prior to signing the Franchise Agreement; or (b) if you are a
resident of Maryland, New York, or Rhode Island, at the earlier of the first personal meeting
or 10 business days before the execution of the Franchise Agreement (or other agreement) or
payment of any consideration; or (c) if you are a resident of Michigan, Oregon,
Washington or Wisconsin, at the earlier of 10 business days before the execution of any
binding agreement or payment of any consideration? Check one: (þ) Yes (o)
No. If no, please comment:
 
 2.
    
    Have you studied and reviewed carefully our Disclosure Document and Franchise Agreement?
Check one: (þ) Yes (o) No. If no, please comment:
 
 3.
    
    If the Franchisor made any unilateral changes to the Franchise Agreement or Area Development
Agreement, did you receive a copy of the complete revised agreement at least 7 calendar days
prior to the date on which the Franchise Agreement or Area Development Agreement was executed?
Check one: (þ) Yes (o) No. If no, please comment:
 
 4.
    
    Did you understand all the information contained in both the Disclosure Document and
Franchise Agreement? Check one: (þ) Yes (o) No. If no, please comment:
 
 5.
    
    Was any oral, written or visual claim or representation made to you that contradicted the
disclosures in the Disclosure Document? Check one: (o) Yes (þ) No. If
yes, please state in detail the oral, written or visual claim or representation:
 
 6.
    
    Did any employee or other person speaking on behalf of Buffalo Wild Wings International, Inc.
make any oral, written or visual claim, statement, promise or representation to you that
stated, suggested, predicted or projected sales, revenues, expenses, earnings, income or
profit levels at any Buffalo Wild Wings® location or business, or the
likelihood of success at your Franchised Business? Check one: (o) Yes (þ)
No. If yes, please state in detail the oral, written or visual claim or representation:
 
 7.
    
    Did any employee or other person speaking on behalf of Buffalo Wild Wings International, Inc.
make any statement or promise regarding the costs involved in operating a franchise that is
not contained in the Disclosure Document or that is contrary to, or different from, the
information contained in the Disclosure Document. Check one: o Yes þ No. If yes,
please comment:




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8.
    
    Do you understand that the franchise granted is for the right to develop and operate the
Restaurants in the Designated Territory, as stated in Subparagraph 2.B, and that, according to
Subparagraph 2.D, we and our affiliates have the right to distribute products through
alternative methods of distribution and to issue franchises or operate competing businesses
for or at locations, as we determine, (i) outside of your Designated Area using any
trademarks; (ii) inside your Designated Territory using any trademarks other than the
Buffalo Wild Wings® Trademark; and (iii) inside the Designated Territory
using the Buffalo Wild Wings® Trademark, for facilities at Special Sites
and Limited Seating Facilities (subject to your right of first refusal with respect to Limited
Seating Facilities, as detailed in the Franchise Agreement)? Check one: þ Yes o No.
If no, please comment:
 
 9.
    
    Do you understand that the Franchise Agreement contains the entire agreement between you and
us concerning the franchise for the Restaurant, meaning that any prior oral or written
statements not set out in the Franchise Agreement or Disclosure Document will not be binding?
Check one: þ Yes o No. If no, please comment:
 
 10.
    
    Do you understand that the success or failure of your Restaurant will depend in large part
upon your skills and experience, your business acumen, your location, the local market for
products under the Buffalo Wild Wings® trademarks, interest rates, the
economy, inflation, the number of employees you hire and their compensation, competition and
other economic and business factors? Further, do you understand that the economic and
business factors that exist at the time you open your Business may change?
Check one þ Yes o No. If no, please comment:
 
 11.
    
    Do you understand that the current economic crisis and financial situation in the U.S. and
abroad could have a negative impact on the restaurant industry, the Buffalo Wild
Wings® franchise system and your business? Check one þ Yes o No. If no, please
comment:
 
 12.
    
    Do you understand that you are bound by the non-compete covenants (both in-term and
post-term) listed in Subparagraph 10.D and that an injunction is an appropriate remedy to
protect the interests of the Buffalo Wild Wings® system if you violate the
covenant(s)? Further, do you understand that the term you for purposes of the non-compete
covenants is defined broadly in subparagraph 10.D, such that any actions in violation of the
covenants by those holding any interest in the franchisee entity may result in an injunction,
default and termination of the Franchise Agreement? Check one þ Yes o No. If no,
please comment:
 
  NOTE : IF THE RECIPIENT IS A CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY OR OTHER
ENTITY, EACH OF ITS PRINCIPAL OWNERS MUST EXECUTE THIS ACKNOWLEDGMENT.
 APPROVED ON BEHALF OF BUFFALO WILD WINGS INTERNATIONAL, INC.Signed:
    
    /s/ T. Michael Ansley
    
    
    
    By:
    
    /s/ Sally J. SmithPrint Name:
    
    T. Michael Ansley
    
    
    
    Title:
    
    Sally J. Smith, President & CEODate:
    
    June 1, 2010
    
    
    
    Date:
    
    6/3/10
 *
    
    Such representations are not intended to nor shall they act as a release, estoppel or waiver of
any liability incurred under the Illinois Franchise Disclosure Act or under the Maryland Franchise
Registration and Disclosure Law.




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##### 



ASSIGNMENT OF OPTION
 3rd
 RECITALS
  Appendix A
     Appendix A




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##### 



AMC WINGS, INC.
    
    
    
    AMC FT. MYERS, INC./s/ T. Michael Ansley
    
    
    
    By:
    
    AMC Wings, Inc.By:
    
    Diversified Restaurant Holdings, Inc.
As Sole Shareholder of AMC Wings, Inc.
    
    
    
    Its:
    
    Sole Shareholder of AMC Ft. Myers, Inc.Its:
    
    President & CEO, T. Michael Ansley/s/ T. Michael AnsleyBy:
    
    Diversified Restaurant Holdings, Inc.
As Sole Shareholder of AMC Wings, Inc.Its:
    
    President & CEO, T. Michael Ansley
   /s/ Sally J. SmithBy:
    
    Sally J. SmithIts:
    
    President & CEO




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##### 



Addendum to Franchise Agreement
 Buffalo Wild Wings®
     FRANCHISEE:
    
    
    
    USAMC FT. MYERS, INC.
    
    
    
    BUFFALO WILD WINGSINTERNATIONAL, INC.By:
    
    AMC Wings, Inc.Its:
    
    Sole Shareholder of AMC Ft. Myers, Inc.
    
    
    
    /s/ Sally J. SmithBy:
    
    Sally J. SmithIts:
    
    President & CEO/s/ T. Michael AnsleyBy:
    
    Diversified Restaurant Holdings, Inc.
As Sole Shareholder of AMC Wings, Inc.Its:
    
    President & CEO, T. Michael Ansley