RENEWABLEUNSECURED SUBORDINATED NOTE SUBSCRIPTION AGREEMENT

Exhibit 4.4

WINMARK CORPORATION

RENEWABLE UNSECURED SUBORDINATED NOTE SUBSCRIPTION AGREEMENT

To purchase a renewable unsecured subordinated note(s), please complete this form and write a check made payable to WINMARK CORPORATION (“Winmark”). Send this form along with your check and any other documents requested below to the selling agent for the notes, SUMNER HARRINGTON LTD., 11100 WAYZATA BOULEVARD, SUITE 170, MINNEAPOLIS, MN 55305. If you have any questions, call the selling agent for the notes, SUMNER HARRINGTON LTD., at ###-###-####.

NOTE PURCHASE AMOUNT (minimum principal amount of $1,000 per note)

FORM OF OWNERSHIP (please select one)

NOTE PURCHASER (please circle one)

Full Name of Individual Investor/First Joint Tenant/Minor/Entity/Administrator/Trustee

Full Name of Beneficiary/Second Joint Tenant/Custodian/Transfer on Death (please circle one if applicable)

Name(s) and Relationship of other Family Winmark Note Investors         

PRIMARY ADDRESS (Original correspondence will be sent to this address.)

Individual Investor, IRA Administrator, Trustee, Custodian, Partnership, etc.

Address

SECONDARY ADDRESS (Optional—copies of correspondence will be sent to this address.)

Beneficiary, IRA Owner, Joint Tenant, Partner, etc.

Address

DIRECT DEPOSIT  Winmark will electronically deposit your principal and interest payments directly into the account listed in the Direct Deposit section on the reverse side of this form. Please complete and sign the reverse side of this form for automatic deposit to either your checking or savings account.

PASSWORD  When you call Sumner Harrington to discuss your investment, you may be asked to verify your identification by answering the following question.

What is your mother’s maiden name?

CERTIFICATION  Under penalties of perjury, I hereby declare and certify that: (i) I am a bona fide resident of the state listed in the primary mailing address; (ii) I have received and read the prospectus provided by Winmark and understand the risks related to the notes and to Winmark; (iii) Sumner Harrington Ltd. has neither recommended this investment to me nor given me investment, legal or tax advice regarding the notes and the creditworthiness of Winmark; (iv) I have independently determined that this investment is suitable for me without relying on such advice from Sumner Harrington Ltd.; (v) the notes are illiquid due to significant transfer restrictions and the lack of a secondary market; (vi) I risk the loss of my entire principal amount and all accrued but unpaid interest when purchasing the notes and have the financial ability to withstand these losses; (vii) I am purchasing the notes to fulfill my investment objective of earning current taxable interest income; (viii) the social security number or tax identification number listed above is correct; and (ix) I am not subject to backup withholding, either because the Internal Revenue Service has not notified me that I am subject to backup withholding as a result of a failure to report all interest or dividends or I have been notified that I am no longer subject to backup withholding. I understand that my purchase offer is subject to the terms contained in the prospectus, may be rejected in whole or in part and will not become effective until accepted by Winmark or its selling agent.

(Please complete reverse side)

Office Use Only          ACTP                            ACTP                            DATE                  

DIRECT DEPOSIT

Direct Deposit Information (please check one)

o                        I currently receive direct deposit payments from an existing Winmark note. Please deposit all principal and interest payments for this new note

o                        Please deposit my payments into the account listed below. (If this option is chosen, the account owner must attached to the bottom of this form either a VOIDED check, if this is a checking account, or a deposit slip, if this is a savings account.

Account Owner Name(s)

                o  Checking         o  Savings            o  Other

Account Number

Some financial institutions (e.g. brokerage firms, custodians, mutual savings banks, credit unions, money market funds, etc.) also require “for further credit” information to correctly identify direct deposit accounts. If your financial institution requires this additional information, please list it below. If you are unsure if this additional information is required, please call your financial institution.

For further credit:

Direct Deposit Authorization

As the investor of record and authorized signatory of the account listed above, I hereby authorize Winmark Corporation, its affiliates, or its agents (collectively referred to hereinafter as “Winmark”) to deposit interest and principal payments owed to me, by initiating credit entries in the account to my financial institution listed on this Form. Further, I authorize my financial institution to accept and to credit any credit entries initiated by Winmark to the listed account. In the event of an erroneous credit entry, I also authorize Winmark to debit the account for an amount not to exceed the original amount of the erroneous credit.

This authorization is to remain in full force and effect until Winmark and my financial institution have received written notice from me of its termination in such time and in such manner as to afford Winmark and my financial institution reasonable opportunity to act on it. In the event the listed account is closed, I will promptly notify Winmark of an alternate account into which payments can be made.

Mail to:

SUMNER HARRINGTON LTD.

11100 Wayzata Boulevard

Suite 170

Minneapolis, Minnesota  55305

ATTACH VOIDED CHECK or DEPOSIT SLIP HERE