Exhibit 10.1


 


STOCK PURCHASE AGREEMENT


 


THIS STOCK PURCHASE AGREEMENT
(“Agreement”), made and entered into effective as of May 16, 2006, by and
among RUSH RIVER GROUP, LLC, a Minnesota limited liability company (“Seller”);
and WINMARK CORPORATION, a Minnesota corporation  (“Buyer”).


 


RECITALS


 


WHEREAS,
Seller desires to sell and Buyer desires to buy 420,000 shares of Winmark
Corporation common stock owned by Seller (“Shares”) on the terms and conditions
as contained herein.


 


NOW, THEREFORE,
in consideration of the mutual covenants, premises and agreements contained
herein, the parties agree as follows:


 


1.             Agreement to Sell and Purchase.


 


On the terms and conditions contained
herein, including the consideration set forth in Section 2 hereof, Seller
hereby agrees to sell the Shares to the Buyer and the Buyer hereby agrees to
purchase the Shares from the Seller.


 


2.                                      Purchase Price; Method of Payment.


 


The total purchase price for the Shares
is $9,891,000 (calculated by taking $23.55 per share and multiplying by the
Shares, defined herein as the “Purchase Price”).  The Purchase Price will be paid by wire
transfer on the Closing Date (hereinafter defined).


 


3.                                      Representations of the Seller.


 


The
Seller represents and warrants to the Buyer as follows:


 


a.                                       The
Seller has, and will on the Closing Date have, all necessary authority to enter
into this transaction and this Agreement, upon due execution and delivery by
the parties hereto, will be the valid and binding obligation of the Seller
enforceable against the Seller in accordance with its terms.


 


b.                                      The
Seller is, and on the Closing Date will be, the lawful owner of the Shares with
full right and authority to sell and deliver the same in accordance with this
Agreement.  The delivery of the Shares as
provided hereunder will transfer valid, good and marketable title thereto to
the Buyers, free and clear of all liens, charges, encumbrances, restrictions
and claims of every kind.


 


4.                                      Closing.


 


The
sale and purchase of the Shares shall take place via wire transfer on May 16,
2006, or such other place, date and time as shall be mutually agreed upon by
the Seller and the Buyer (“Closing Date”).


 

















 


5.                                      Documents to be Delivered at Closing.


 


On
the Closing Date, the following documents shall be exchanged and delivered by
the parties:


 


a.                                       The
Seller shall deliver the stock certificate(s) representing the Shares, duly
endorsed for transfer to the Buyer in the denominations set forth above or
together with duly executed stock assignments or transfer powers sufficient to
transfer and assign to the Buyer all right, title and interest therein in the
denominations listed above.


 


b.                                      The
parties, at closing, and from time to time thereafter, shall enter into and
deliver such


 


other documents or instruments as may be
referred to in this Agreement or as may be reasonable or appropriate to
consummate the transactions referred herein.


 


6.                                      Survival of Representations.


 


All
covenants, representations or warranties contained in this Agreement shall be
deemed to survive the closing date.


 


7.                                      Entire Agreement.


 


This Agreement constitutes the entire Agreement
between the Buyer and the Seller with regard to the subject matter hereof, and
supersedes any other agreements, representations or understandings, oral or
written and express or implied, relating to the subject matter hereof.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.


 


	
  BUYER:

  	
  SELLER:

  
	
  WINMARK
  CORPORATION

  	
  RUSH
  RIVER GROUP, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/Brett
  D. Heffes

  	
   

  	
  /s/Kirk
  A. MacKenzie

  	
   

  
	
  Brett
  D. Heffes, Chief Financial Officer

  	
  Kirk
  A. MacKenzie, Director and Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/John
  L. Morgan

  	
   

  
	
   

  	
  John
  L. Morgan, Director and Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/Jack
  A. Norqual

  	
   

  
	
   

  	
  Jack
  A. Norqual, Director and Member