Exhibit 10.6

 

TRADEMARK SECURITY AGREEMENT

 

TRADEMARK SECURITY AGREEMENT, dated as of May 14, 2015, by Winmark Corporation, a Minnesota corporation (the “Company”), Wirth Business Credit, Inc., a Minnesota corporation (“Wirth”), Winmark Capital Corporation, a Minnesota corporation (“Winmark Capital”), and Grow Biz Games, Inc., a Minnesota corporation (“Grow Biz”; the Company, Wirth, Winmark Capital, Grow Biz, collectively the “Grantors”, and each individually a “Grantor”), in favor of THE PRIVATEBANK AND TRUST COMPANY, an Illinois bank and trust company, in its capacity as collateral agent for the Senior Lenders (as defined in the Intercreditor Agreement defined below) (the “Collateral Agent”).

 

W I T N E S S E T H:

 

WHEREAS, The Grantors, The PrivateBank and Trust Company, in its capacity as Agent thereunder (in such capacity, the “Bank Agent”) and certain other persons are parties to that certain Credit Agreement, dated as of July 13, 2010 (as amended to the date hereof and as it may be further amended, modified, supplemented, restated or replaced from time to time, the “Credit Agreement”) pursuant to which the Lenders from time to time party thereto (collectively, the “Bank Lenders”) have provided and will continue to provide financial accommodations to the Pledgor and the other Loan Parties (as defined in the Credit Agreement);

 

WHEREAS, the Grantors and the Purchasers named in the Purchaser Schedule attached thereto (the “Purchasers” and, together with the holders of the Senior Secured Notes (as defined below) from time to time, the “Noteholders”) are parties to that certain Note Agreement, dated as of the date hereof (as it may be amended, modified, supplemented, restated or replaced from time to time, the “Note Agreement”) pursuant to which the Purchasers are purchasing the Grantors’ senior secured promissory notes in the aggregate principal amount of $25,000,000 on the date hereof (the “Senior Secured Notes”);

 

WHEREAS, Pursuant to that certain Intercreditor and Collateral Agency Agreement, dated as of the date hereof (the “Intercreditor Agreement”), by and between the Collateral Agent, the Bank Agent, the Bank Lenders and the Noteholders, the Collateral Agent shall, among other things, be appointed as collateral agent in respect of the Collateral described herein;

 

WHEREAS, as a condition to the Purchasers entering into the financing arrangements proposed by the Note Agreement, the Grantors have executed and delivered to the Collateral Agent, for itself and the ratable benefit of the Senior Lenders, those certain Amended and Restated Security Agreements, each dated as of the date hereof (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, collectively, the “Security Agreements”); and

 

WHEREAS, pursuant to the terms of the Security Agreements, each Grantor has granted to the Collateral Agent, for itself and the ratable benefit of the Senior Lenders, a security interest in all the assets such Grantor, including all right, title and interest of such Grantor in, to and under all now owned and hereafter acquired trademarks, trademark applications and

 











 

trademark licenses, and all products and proceeds thereof and goodwill associated therewith, to secure the payment of the Obligations (as defined in the Security Agreements).

 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:

 

DEFINED TERMS.  All capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreements.  In addition, the following term shall have the meaning herein specified:

 

“Mark License” means rights under any written agreement now owned or hereafter acquired by any Grantor granting any right to use any Mark.

 

“Marks” means all right, title and interest in and to any trademarks, service marks and trade names now held or hereafter acquired by any Grantor, including any registration or application for registration of any trademarks and service marks now held or hereafter acquired by any Grantor, which are registered in the United States Patent and Trademark Office or the equivalent thereof in any State of the United States or in any foreign country, as well as any unregistered marks used by any Grantor, and any trade dress including logos, designs, company names, business names, fictitious business names and other business identifiers used by any Grantor.

 

GRANT OF SECURITY INTEREST IN MARK COLLATERAL.  As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of the Obligations, whether now existing or hereafter arising and howsoever evidenced, each Grantor hereby assigns, transfers and grants to the Collateral Agent and hereby creates in favor of the Collateral Agent, for the benefit of the Senior Lenders, a continuing Lien on and first priority security interest in, and right of set-off against, all of the right, title and interest of such Grantor, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Mark Collateral”):

 

all of its Marks and Mark Licenses to which it is a party including those referred to on Schedule I hereto;

 

all goodwill of the business connected with the use of, and symbolized by, each Mark and each Mark License; and

 

all products and proceeds of the foregoing, including, without limitation, any claim by such Grantor against third parties for past, present or future (i) infringement or dilution of any Mark or Mark licensed under any Mark License or (ii) injury to the goodwill associated with any Mark or any Mark licensed under any Mark License.

 

SECURITY AGREEMENT.  The security interests granted pursuant to this Trademark Security Agreement are granted in conjunction with the security interests granted to Collateral Agent, for itself and the ratable benefit of the Senior Lenders, pursuant to the Security Agreements.  Each Grantor hereby acknowledges and affirms that the rights and remedies of

 

2











 

Collateral Agent with respect to the security interest in the Mark Collateral made and granted hereby are more fully set forth in the Security Agreements, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

 

COUNTERPARTS.  This Trademark Security Agreement may be executed in any number of counterparts (or counterpart signature pages), each of which counterparts shall be an original but all of which together shall constitute one instrument.

 

APPLICABLE LAW.  THIS TRADEMARK SECURITY AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF MINNESOTA (EXCLUDING ANY CONFLICTS OF LAW RULES WHICH WOULD OTHERWISE CAUSE THIS TRADEMARK SECURITY AGREEMENT TO BE CONSTRUED OR ENFORCED IN ACCORDANCE WITH, OR THE RIGHTS OF THE PARTIES TO BE GOVERNED BY, THE LAWS OF ANY OTHER JURISDICTION).

 

[Signature page follows]

 

3











 

IN WITNESS WHEREOF, each Grantor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

 

 

	
 
    	
WINMARK CORPORATION
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Brett D. Heffes
    
	
 
    	
Name:
    	
Brett   D. Heffes
    
	
 
    	
Title:
    	
President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
WIRTH BUSINESS CREDIT, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Brett D. Heffes
    
	
 
    	
Name:
    	
Brett   D. Heffes
    
	
 
    	
Title:
    	
Treasurer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
WINMARK CAPITAL CORPORATION
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Brett D. Heffes
    
	
 
    	
Name:
    	
Brett   D. Heffes
    
	
 
    	
Title:
    	
Chief Financial Officer and Treasurer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
GROW BIZ GAMES, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Brett D. Heffes
    
	
 
    	
Name:
    	
Brett   D. Heffes
    
	
 
    	
Title:
    	
Treasurer
    


 

[Signature Page to Trademark Security Agreement]

 











 

	
ACCEPTED   AND ACKNOWLEDGED BY:
    	
 
    
	
 
    	
 
    
	
THE PRIVATEBANK AND TRUST COMPANY,
    	
 
    
	
as   Collateral Agent
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   Adam F. Oliver
    	
 
    
	
 
    	
Name:   Adam E. Oliver
    	
 
    
	
 
    	
Its:   Officer
    	
 
    


 

[Signature Page to Trademark Security Agreement]

 












 

SCHEDULE I
 TO
 TRADEMARK SECURITY AGREEMENT

 

Trademarks

 

	
TRADEMARK
    	
 
    	
COUNTRY
    	
 
    	
APPL. #
    	
 
    	
CLASS
    	
 
    	
REG. #
    	
 
    	
REG. DATE
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
WINMARK
    	
 
    	
USA
    	
 
    	
76-339,144
    	
 
    	
35
    	
 
    	
2,728,008
    	
 
    	
6/17/03
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
WINMARK
    	
 
    	
USA
    	
 
    	
78-683,252
    	
 
    	
36, 37, 38, 39, 42
    	
 
    	
3,137,283
    	
 
    	
8/29/06
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
WINMARK   BUSINESS SOLUTIONS
    	
 
    	
USA
    	
 
    	
78-326,272
    	
 
    	
35
    	
 
    	
2,906,674
    	
 
    	
11/30/04
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
WINMARK   CAPITAL
    	
 
    	
USA
    	
 
    	
78-405,795
    	
 
    	
36
    	
 
    	
3,184,450
    	
 
    	
1/12/06
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
WIRTH   BUSINESS CREDIT
    	
 
    	
USA
    	
 
    	
78-722,246
    	
 
    	
35, 36, 37, 38, 39, 42
    	
 
    	
3,320,486
    	
 
    	
10/23/07
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
LEASEMANAGER
    	
 
    	
USA
    	
 
    	
78-257,794
    	
 
    	
36
    	
 
    	
2,983,934
    	
 
    	
9/9/05
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
PEERSPHERE
    	
 
    	
USA
    	
 
    	
77-387992
    	
 
    	
38,42
    	
 
    	
3,609,933
    	
 
    	
4/21/09
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
O   LOGO DESIGN
    	
 
    	
USA
    	
 
    	
74-662,893
    	
 
    	
35,42
    	
 
    	
2,550,186
    	
 
    	
3/19/02
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
O   LOGO DESIGN
    	
 
    	
CANADA
    	
 
    	
890,859
    	
 
    	
 
    	
 
    	
531,253
    	
 
    	
8/16/00
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BUY.   SELL. REPEAT.
    	
 
    	
USA
    	
 
    	
77-718317
    	
 
    	
35
    	
 
    	
3,765,266
    	
 
    	
3/23/10
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
SELL.   BUY. REPEAT.
    	
 
    	
USA
    	
 
    	
77-718320
    	
 
    	
35
    	
 
    	
3,759,215
    	
 
    	
3/9/10
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
PLAY   IT AGAIN SPORTS (and design)
    	
 
    	
USA
    	
 
    	
74-184,959
    	
 
    	
42
    	
 
    	
1,738,778
    	
 
    	
12/8/92
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
PLAY   IT AGAIN SPORTS
    	
 
    	
USA
    	
 
    	
73-780,009
    	
 
    	
42
    	
 
    	
1,562,785
    	
 
    	
10/24/89
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
PLAY   IT AGAIN SPORTS
    	
 
    	
CANADA
    	
 
    	
683,688
    	
 
    	
 
    	
 
    	
407,459
    	
 
    	
1/29/93
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
PLAY   SAFE PLAY HARD PLAY IT AGAIN PLAY IT AGAIN SPORTS
    	
 
    	
USA
    	
 
    	
74-580,446
    	
 
    	
42
    	
 
    	
1,950,617
    	
 
    	
1/23/96
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
SPORTS   EQUIPMENT THAT’S USED BUT NOT USED UP
    	
 
    	
USA
    	
 
    	
74-407,964
    	
 
    	
42
    	
 
    	
1,874,326
    	
 
    	
1/17/95
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BUY,   SELL TRADE NEW AND USED GEAR (for PIAS and MGR)
    	
 
    	
USA
    	
 
    	
77-440060
    	
 
    	
42
    	
 
    	
Abandoned   registration app.
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
REUSE.RECYCLE.REPLAY.
    	
 
    	
USA
    	
 
    	
85-049345
    	
 
    	
35
    	
 
    	
3,913,486
    	
 
    	
2/1/11
    


 











 

	
TRADEMARK
    	
 
    	
COUNTRY
    	
 
    	
APPL. #
    	
 
    	
CLASS
    	
 
    	
REG. #
    	
 
    	
REG. DATE
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
EDGEVANTAGE
    	
 
    	
USA
    	
 
    	
85-781,530
    	
 
    	
37
    	
 
    	
4,506,805
    	
 
    	
4/1/14
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
EDGEVANTAGE
    	
 
    	
CANADA
    	
 
    	
1,619,323
    	
 
    	
 
    	
 
    	
884425
    	
 
    	
10/20/14
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
PLAY   IT AGAIN SPORTS EVERYBODY PLAYS
    	
 
    	
USA
    	
 
    	
86-137,377
    	
 
    	
35
    	
 
    	
Abandoned   registration app.
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
EVERYBODY   PLAYS PLAY IT AGAIN SPORTS
    	
 
    	
USA
    	
 
    	
86,204,901
    	
 
    	
35
    	
 
    	
4,626,375
    	
 
    	
10/21/14
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
OFFICIAL   SPONSOR OF ALL THOSE WHO PLAY
    	
 
    	
USA
    	
 
    	
86-137,378
    	
 
    	
35
    	
 
    	
4,626,270
    	
 
    	
10/21/14
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
PLAY   IT AGAIN SPORTS EVERYBODY PLAYS
    	
 
    	
CANADA
    	
 
    	
1,671,675
    	
 
    	
 
    	
 
    	
Abandoned   registration app.
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
OFFICIAL   SPONSOR OF ALL THOSE WHO PLAY
    	
 
    	
CANADA
    	
 
    	
1,671,674
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PENDING
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
EVERYBODY   PLAYS PLAY IT AGAIN SPORTS
    	
 
    	
CANADA
    	
 
    	
1,683,001
    	
 
    	
 
    	
 
    	
 
    	
 
    	
PENDING
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MUSIC   GO ROUND
    	
 
    	
USA
    	
 
    	
74-407,988
    	
 
    	
35
    	
 
    	
1,933,637
    	
 
    	
11/7/95
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MUSIC   GO ROUND (and design)
    	
 
    	
USA
    	
 
    	
74-595,598
    	
 
    	
35,42
    	
 
    	
1,938,398
    	
 
    	
11/28/95
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MUSIC   GO ROUND (and design)
    	
 
    	
USA
    	
 
    	
75-806,705
    	
 
    	
35
    	
 
    	
2,413,870
    	
 
    	
12/19/00
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MUSIC   GO ROUND
    	
 
    	
USA
    	
 
    	
74-389,491
    	
 
    	
42
    	
 
    	
1,857,397
    	
 
    	
10/4/94
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MUSIC   GO ROUND
    	
 
    	
CANADA
    	
 
    	
740,108
    	
 
    	
 
    	
 
    	
472,787
    	
 
    	
3/18/97
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
PRO   CUSTOM
    	
 
    	
USA
    	
 
    	
74-638,321
    	
 
    	
15
    	
 
    	
2,352,130
    	
 
    	
5/23/00
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
PRO   CUSTOM
    	
 
    	
CANADA
    	
 
    	
797,464
    	
 
    	
 
    	
 
    	
553,444
    	
 
    	
11/15/01
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
RE-USE.   RECYCLE. ROCK
    	
 
    	
USA
    	
 
    	
77-718562
    	
 
    	
35
    	
 
    	
3,761,853
    	
 
    	
3/16/10
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
YOUR   ULTIMATE USED GEAR RESOURCE
    	
 
    	
USA
    	
 
    	
77-718860
    	
 
    	
42
    	
 
    	
3,690,852
    	
 
    	
9/29/09
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
ORIGINAL   AND UNSIGNED
    	
 
    	
USA
    	
 
    	
86-137,377
    	
 
    	
41
    	
 
    	
4,646,272
    	
 
    	
11/25/14
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
ONCE   UPON A CHILD
    	
 
    	
USA
    	
 
    	
74-130,870
    	
 
    	
35
    	
 
    	
1,668,930
    	
 
    	
12/17/91
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
ONCE   UPON A CHILD (and design)
    	
 
    	
USA
    	
 
    	
74-358,788
    	
 
    	
42
    	
 
    	
1,821,841
    	
 
    	
2/15/94
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
ONCE   UPON A CHILD (and design)
    	
 
    	
USA
    	
 
    	
74-470,445
    	
 
    	
16,21,25
    	
 
    	
1,872,459
    	
 
    	
1/10/95
    


 











 

	
TRADEMARK
    	
 
    	
COUNTRY
    	
 
    	
APPL. #
    	
 
    	
CLASS
    	
 
    	
REG. #
    	
 
    	
REG. DATE
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
ONCE   UPON A CHILD (and design)
    	
 
    	
USA
    	
 
    	
74-407,962
    	
 
    	
35
    	
 
    	
1,856,930
    	
 
    	
10/4/94
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
ONCE   UPON A CHILD (and design)
    	
 
    	
CANADA
    	
 
    	
729,770
    	
 
    	
 
    	
 
    	
447,287
    	
 
    	
9/8/95
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
ONCE   UPON A CHILD
    	
 
    	
EUROPE
    	
 
    	
011188729
    	
 
    	
25, 35
    	
 
    	
011188729
    	
 
    	
2/11/13
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
KIDS   STUFF WITH PREVIOUS EXPERIENCE
    	
 
    	
USA
    	
 
    	
74-407,961
    	
 
    	
42
    	
 
    	
1,926,022
    	
 
    	
10/10/95
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
KIDS’   STUFF WITH PREVIOUS EXPERIENCE
    	
 
    	
CANADA
    	
 
    	
817,083
    	
 
    	
 
    	
 
    	
515,845
    	
 
    	
8/31/99
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
PLATO’S   CLOSET
    	
 
    	
USA
    	
 
    	
75-440,438
    	
 
    	
35
    	
 
    	
2,211,282
    	
 
    	
12/15/98
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
PLATO’S   CLOSET
    	
 
    	
USA
    	
 
    	
78-781590
    	
 
    	
35
    	
 
    	
3,176,822
    	
 
    	
11/28/06
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
PLATO’S   CLOSET (AND DESIGN)
    	
 
    	
USA
    	
 
    	
78-784675
    	
 
    	
35
    	
 
    	
3,201,210
    	
 
    	
1/23/07
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
PLATO’S   CLOSET (AND DESIGN)
    	
 
    	
USA
    	
 
    	
85-094606
    	
 
    	
35
    	
 
    	
3,908,174
    	
 
    	
1/18/11
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
PLATO’S   CLOSET
    	
 
    	
CANADA
    	
 
    	
1,302,695
    	
 
    	
 
    	
 
    	
695,576
    	
 
    	
10/4/07
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
PLATO’S   CLOSET (AND DESIGN)
    	
 
    	
CANADA
    	
 
    	
1,492,667
    	
 
    	
 
    	
 
    	
807,932
    	
 
    	
9/29/11
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
PLATO’S   CLOSET
    	
 
    	
EUROPE
    	
 
    	
011321197
    	
 
    	
25,35
    	
 
    	
011321197
    	
 
    	
4/15/13
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
PLATO’S   CLOSET BRAND TEEN WEAR AND DESIGN
    	
 
    	
CANADA
    	
 
    	
1,017,819
    	
 
    	
 
    	
 
    	
545,218
    	
 
    	
5/16/01
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
PLATO’S   CLOSET CHANGE YOUR CLOTHES
    	
 
    	
USA
    	
 
    	
78-871939
    	
 
    	
35
    	
 
    	
3,407,132
    	
 
    	
4/1/08
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
PLATO’S   CLOSET CHANGE YOUR CLOTHES
    	
 
    	
CANADA
    	
 
    	
1,300,139
    	
 
    	
 
    	
 
    	
731,773
    	
 
    	
1/6/09
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
RECYCLE   YOUR STYLE
    	
 
    	
USA
    	
 
    	
85-552285
    	
 
    	
35
    	
 
    	
4,256,651
    	
 
    	
12/11/12
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
RECYCLE   YOUR STYLE
    	
 
    	
CANADA
    	
 
    	
1,567,647
    	
 
    	
 
    	
 
    	
860,573
    	
 
    	
9/18/13
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
YOUR   STORE. YOUR STYLE.
    	
 
    	
USA
    	
 
    	
85-624584
    	
 
    	
35
    	
 
    	
4,250,197
    	
 
    	
11/27/12
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
YOUR   STORE. YOUR STYLE.
    	
 
    	
CANADA
    	
 
    	
1,577,573
    	
 
    	
 
    	
 
    	
848,667
    	
 
    	
4/16/13
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
YOUR   STYLE. YOUR STORE.
    	
 
    	
USA
    	
 
    	
85-624579
    	
 
    	
35
    	
 
    	
4,246,067
    	
 
    	
11/20/12
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
YOUR   STYLE. YOUR STORE.
    	
 
    	
CANADA
    	
 
    	
1,577,574
    	
 
    	
 
    	
 
    	
848,668
    	
 
    	
4/16/13
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
RETOOL   (and design)*
    	
 
    	
USA
    	
 
    	
75-496,931
    	
 
    	
35
    	
 
    	
2,267,043
    	
 
    	
8/3/99
    


 











 

	
TRADEMARK
    	
 
    	
COUNTRY
    	
 
    	
APPL. #
    	
 
    	
CLASS
    	
 
    	
REG. #
    	
 
    	
REG. DATE
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
RETOOL
    	
 
    	
USA
    	
 
    	
75-467,230
    	
 
    	
35
    	
 
    	
2,304,808
    	
 
    	
12/28/99
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
RETOOL   (and design)
    	
 
    	
CANADA
    	
 
    	
882,608
    	
 
    	
 
    	
 
    	
539,715
    	
 
    	
1/16/01
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
RETOOL
    	
 
    	
CANADA
    	
 
    	
882,609
    	
 
    	
 
    	
 
    	
524,445
    	
 
    	
3/8/00
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
COMPUTER   RENAISSANCE (and design)
    	
 
    	
USA
    	
 
    	
74-595,597
    	
 
    	
35,42
    	
 
    	
1,975,949
    	
 
    	
5/28/96
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
STYLE   ENCORE
    	
 
    	
USA
    	
 
    	
85-841,074
    	
 
    	
35
    	
 
    	
4,426,761
    	
 
    	
10/29/13
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
STYLE   ENCORE
    	
 
    	
CANADA
    	
 
    	
1,613,038
    	
 
    	
 
    	
 
    	
873,846
    	
 
    	
3/19/14
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
STYLE   ENCORE (and design)
    	
 
    	
USA
    	
 
    	
85-867,462
    	
 
    	
35
    	
 
    	
4,426,768
    	
 
    	
10/29/13
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
STYLE   ENCORE (and design)
    	
 
    	
CANADA
    	
 
    	
1,617,026
    	
 
    	
 
    	
 
    	
878,196
    	
 
    	
5/20/14
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
STYLE   ENCORE (and design) Color
    	
 
    	
USA
    	
 
    	
85,901,630
    	
 
    	
35
    	
 
    	
4,450,612
    	
 
    	
12/17/13
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
STYLE   ENCORE
    	
 
    	
EUROPE
    	
 
    	
012459061
    	
 
    	
25,35
    	
 
    	
012459061
    	
 
    	
4/25/14
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
FASHION   THAT FITS YOUR LIFE
    	
 
    	
USA
    	
 
    	
86,173,524
    	
 
    	
35
    	
 
    	
4,572,474
    	
 
    	
7/22/14
    


 




*License Agreement with former franchisees expires 2021.

 

On August 30, 2000, the Company (f/k/a Grow Biz International, Inc.) signed a Trademark License Agreement (“Agreement”) with Hollis Technologies, Inc., a Florida limited liability company (“Hollis”), granting Hollis the use of the COMPUTER RENAISSANCE AND DESIGN trademarks (U.S. Reg. No. 1,875,949, Canada TM 474,198 and Japan trademark No. 4,313,894) for term of twenty (20) years, with automatic successive renewals of ten (10) years each.  In addition, per the Agreement, Hollis may request, and the Company will grant to Hollis, a license for the use of the CIRCULAR ARROWS DESIGN trademark under the same terms and conditions.

 

In 2001 and 2002, the Company entered into Trademark License Agreements with 14 former ReTool® franchises and a former employee of Winmark for the license of the RETOOL (U.S. Reg. No. 2,304,808) and RETOOL AND DESIGN (U.S. Reg. No. 2,267,043) trademarks for a period of 10 years with an option to renew for an additional ten (10) year period.