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GAMES WORKSHOP’S 2013

NORTH AMERICAN RETAILER POLICY
EFFECTIVE: June 15, 2013

ISSUED BY: GAMES WORKSHOP RETAIL INC (hereinafter collectively “GAMES

WORKSHOP”)

This 2013 North American Retailer Policy (the “POLICY”) applies to all Retailers of
GAMES W ORKSHOP products (as defined herein) located in the United States or Canada. For
purposes of this Policy, the term “Retailers” includes: (i) trade accounts supplied directly by
GAMES W ORKSHOP (“Trade Accounts”) and (ii) indirectly-supplied retailers in the United States
who purchase GAMES W ORKSHOP products from an Authorized Distributor (as defined in GAMES
W ORKSHOP’S 2013 Authorized Distributor Policy).

INTRODUCTION
The success of GAMES WORKSHOP depends not only upon the sale of quality products,
but the long-term promotion and preservation of the hobby and culture of game enthusiasts.
GAMES W ORKSHOP strives to meet the expectations of consumers or other end-users
(“Consumers”) looking for high quality and imaginative models and game products, and the
enjoyment and social interaction of collecting the models and playing the games.

To meet these expectations, GAMES W ORKSHOP invests heavily in the continuing design
and development of new and imaginative models, games, artwork, and imagery that are
consistent with the high standards of quality and innovation that have become synonymous with
the GAMES W ORKSHOP brand. GAMES W ORKSHOP then looks to market these products through
distribution and retail channels that promote and preserve GAMES W ORKSHOP’S brand image, as
well as the hobby culture of game enthusiasts.

Promotion and preservation of the GAMES W ORKSHOP brand depends, in large part, upon
the protection of the substantial intellectual property invested in our models, games and other
products. Copyright and trademark protected rules, figures, artwork and imagery are the essential
elements of our products and create our brand’s image and recognition in the marketplace.
Infringement and dilution of copyrights and trademarks, therefore, presents an unacceptable
threat to a business that, if left unchecked, can cripple the success of a product line to the
detriment of not only the manufacturer, but its distributors and Retailers as well.

Equally important to the success of GAMES W ORKSHOP is a vibrant network of Retailers

committed to preserving the integrity of the GAMES W ORKSHOP brand and the promotion of the
hobby that it serves. As a result, GAMES W ORKSHOP has long supported and encouraged “brick-
and-mortar” Retailers who have invested time, effort and money in building their businesses by
supporting and selling the GAMES W ORKSHOP hobby. In-store retail sales by properly stocked and
committed Retailers remain the primary vehicle through which GAMES W ORKSHOP seeks to market
and promote its products in North America.

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In furtherance of these principles, GAMES W ORKSHOP in the United States adopted an

Amended and Restated Distributor and Retailer Policy effective July 15, 2003 (the “2003 Policy”).
In that 2003 Policy, GAMES W ORKSHOP recognized that the online retail sale of its products did not
provide the same level of support for the hobby as in-store marketing and required none of the
additional investment necessary to operate a “brick-and-mortar” retail facility. In addition, GAMES
W ORKSHOP was concerned by unauthorized and improper copying and misuse of GAMES
W ORKSHOP trademarks, copyrighted artwork and imagery, and other brand indicators by some
online retailers

To prevent online retailers from free-riding on the significant investment made by in-store
Retailers in promoting the hobby, and to better protect its intellectual property, therefore, GAMES
W ORKSHOP adopted its 2003 Policy. In that 2003 Policy, GAMES W ORKSHOP reserved online retail
sales of its products to GAMES W ORKSHOP’S own corporate website and prohibited the on-line sale
of its products by United States Retailers. The 2003 Policy also set forth General Requirements
for in-store retail operations and further established clear directives for the use of approved
advertising and promotional materials for GAMES W ORKSHOP products.

The 2003 Policy was a great success in the United States. Over the ten-year period since
GAMES W ORKSHOP adopted the 2003 Policy, the number of in-store Retailers in the United States
has increased substantially and the hobby culture that those Retailers support and promote has
continued to grow and flourish throughout the United States. Also, by establishing clear criteria
for in-store retail operations and for the use of approved advertising and promotional materials,
the 2003 Policy provided direction to Retailers as to what GAMES W ORKSHOP expects of its
Retailers and how to best promote the GAMES W ORKSHOP brand and hobby culture.

Given this success, we at GAMES W ORKSHOP have looked for ways to improve the 2003
Policy and to expand its reach beyond the United States to our Trade Accounts in Canada. As
part of a broader process of integration of the United States and Canadian businesses, therefore,
GAMES W ORKSHOP now announces this new POLICY. This POLICY applies to all Retailers
operating in the United States and Canada. This new POLICY supersedes and replaces the old
2003 Policy and any other previous policies issued by GAMES W ORKSHOP.

This POLICY reflects the unilateral decision of GAMES W ORKSHOP after a careful review
designed to assess and pursue the best interests of GAMES W ORKSHOP’S business and its brand.
In issuing this new POLICY, GAMES W ORKSHOP is not seeking your agreement to the
requirements outlined below. The decision to comply with this POLICY is left to each individual
Retailer. However, GAMES W ORKSHOP does reserve the right, pursuant to this POLICY, to
terminate sales of GAMES W ORKSHOP products to any Trade Account who chooses to violate this
POLICY or any Authorized Distributor supplying a Retailer that chooses to resell in violation of
this POLICY.

This POLICY becomes effective June 15, 2013 and may be changed at any time by
GAMES W ORKSHOP, in the exercise of its sole discretion.

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I. General Requirements
The following General Requirements apply to all Retailers of GAMES W ORKSHOP products
in the United States and Canada. GAMES W ORKSHOP may conduct unannounced, anonymous
surveys and/or spot checks to assess compliance with these requirements. Noncompliance may
result in suspension or termination of authorization of a Trade Account (or distributor supplying a
Retailer) to sell GAMES W ORKSHOP products.

The GAMES W ORKSHOP brand is a unique and exclusive symbol of quality. The familiar
GAMES W ORKSHOP trademarks and colors on its products assure Consumers of GAMES
W ORKSHOP quality products. This continuing quality assurance demands GAMES W ORKSHOP‘S
vigilance to maintain consistent quality standards for both the products and the services through
which the products are sold. Therefore, GAMES W ORKSHOP holds its Retailers to high standards of
excellence, requiring that they consistently meet or exceed the expectations of all Consumers, be
they adult or children, experienced game enthusiasts or first-time customers. GAMES
W ORKSHOP’S selective retail strategy helps ensure that Consumers of its products are satisfied
with the entire purchase experience.

All Retailers of GAMES W ORKSHOP products must meet the following General Requirements:

United States Retailers must be (i) incorporated, organized and/or licensed to do

business in the United States; (ii) have a brick-and-mortar retail presence in the
United States; and (iii) must operate their businesses in accordance with all
applicable state and federal laws of the United States.

Canadian Retailers must be (i) incorporated, organized and/or licensed to do

business in Canada; (ii) have a brick-and-mortar retail presence in Canada; and (iii)
must operate their businesses in accordance with all applicable provincial and federal
laws of Canada.

Retailers are permitted to resell GAMES W ORKSHOP products to Consumers only.

Retailers are prohibited from reselling GAMES W ORKSHOP products to other Retailers,
distributors or any other non-Consumer customers.

GAMES W ORKSHOP does not operate a franchise and Retailers are not franchisees.
Retailers are not permitted to represent themselves (directly or indirectly) as a
franchise of GAMES W ORKSHOP.

Retailers must comply with the applicable In-Store Retail Requirements set forth
Section II below.

Retailers must comply with the specific Retailer Policies set forth in Section III below.

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II. IN-STORE RETAIL REQUIREMENTS

A. Minimum In-Store Requirements for all Retailers.
In-store retail sales of GAMES W ORKSHOP products by properly stocked and committed
Retailers are the primary vehicle through which GAMES W ORKSHOP seeks to market and promote
its products and the hobby they serve. GAMES W ORKSHOP looks to market its products to the
Consumer through in-store Retailers committed to selling GAMES W ORKSHOP products in a safe,
age appropriate retail environment that promotes the GAMES W ORKSHOP hobby. Accordingly, to
qualify as a Retailer of GAMES W ORKSHOP products, a Retailer must meet the following Minimum
In-Store Requirements:

• United States Retailers must operate at least one brick-and-mortar retail store
location in the United States where GAMES W ORKSHOP products are displayed
and sold to Consumers.

• Canadian Retailers must operate at least one brick-and-mortar retail store

location in Canada where GAMES W ORKSHOP products are displayed and sold to
Consumers.

• All brick-and-mortar retail locations must be located in commercial zoned areas.

• Retailers must provide clearly-marked GAMES W ORKSHOP shelf-space.

o GAMES W ORKSHOP products should be segregated in the store and not

intermingled with other product brands.

GAMES W ORKSHOP products should not be displayed in stores where other

products deemed obscene or inappropriate for customers under 18 years of age
are displayed or sold.

• GAMES W ORKSHOP products should never be sold in a location physically unsafe

for Consumers to visit or shop. GAMES W ORKSHOP accepts no liability in
association with Retailer store locations.

B. Additional In-Store Requirements for Trade Accounts Only

In selecting its directly supplied Trade Accounts, GAMES W ORKSHOP has greater
requirements. In addition to the Minimum In-Store Requirements set forth in Section II(A) above,
Trade Accounts must meet the following Additional In-Store Requirements:

● Each Trade Account retail store location must have hours of operation of at least
20 hours.

● Each United States Trade Account must maintain a stockholding of GAMES

W ORKSHOP products of no less than U.S. $500 in value (as per Trade Account
pricing).

● Each Canadian Trade Account must maintain a stockholding of GAMES

W ORKSHOP products of no less than CA. $500 in value (as per Trade Account
pricing).

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III. Specific Policies

A. POLICY REGARDING ONLINE SALES AND ADVERTISING OF GAMES
WORKSHOP PRODUCTS
(Applies to All Retailers)

The following policy regarding online sales and advertising of GAMES W ORKSHOP products
applies to all Retailers of GAMES W ORKSHOP products.

1. Online Sales Reserved To Games Workshop:

For the reasons set forth below, GAMES W ORKSHOP believes that its best interests are
served by reserving online retail sales of its products in North America to GAMES W ORKSHOP’S
own corporate website. GAMES W ORKSHOP does not permit the online retail sale of its products by
Retailers located in the United States or Canada. By way of illustration, but not limitation, North
American Retailers are not permitted to sell GAMES W ORKSHOP products on any website, web-
portal, third-party web-portal or other Internet-based platform of any kind. This prohibition
includes any form of online shopping cart that would enable a Consumer to order or purchase
GAMES W ORKSHOP products on-line.

2. Reasons for Policy Prohibiting Online Retail Sales

As referenced above, online sales of GAMES W ORKSHOP products by independent
Retailers can have an adverse commercial impact on GAMES W ORKSHOP’S distribution and retail
network and its intellectual property portfolio. In light of this impact, and in careful consideration
of GAMES W ORKSHOP’S vital interests in the promotion of its products and the hobby they serve,
GAMES W ORKSHOP has concluded that the business is best served by: (a) encouraging the in-
store retail sale of its products by independent brick-and-mortar Retailers; and (b) reserving and
vesting all online retail sales of GAMES W ORKSHOP products via GAMES W ORKSHOP‘S corporate
website. Among the compelling business reasons supporting this decision are the following:

● In-Store Display and Sales Support: The in-store retail environment provides a
Consumer (whether a first-time customer or game enthusiast) with the ability to see,
touch, and feel GAMES WORKSHOP products before making a purchasing decision. In-
store displays of product enhance the retail purchasing experience and help introduce
and grow the hobby.

● Community Support: The in-store retail environment further enhances the hobby by
providing a place for Consumers to interact with one another and the hobby they share.
The hobby is best supported by brick-and-mortar retail locations that allow hobbyists to
interact with each other through playing the games, sharing of painting and modeling
techniques and the formation of face-to-face interactive clubs. Brick-and-mortar Retailers
are the preferred, and in some geographic areas, the only method of such interaction to
sustain and grow the hobby.

● GAMES WORKSHOP’s Online Promotion of the Hobby: GAMES W ORKSHOP’S

corporate website provides a number of features and links that serve to promote the
hobby, as well as the products. GAMES W ORKSHOP’S corporate website provides an on-
line complement to, not a substitution for, the in-store promotion of the hobby in a way
that is consistent with the company’s brand and Consumer expectations. By reserving
online sales to GAMES W ORKSHOPS’ corporate website, GAMES W ORKSHOP can present

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and offer the complete breadth and depth of its product line to online Consumers. The
GAMES W ORKSHOP brand represents more than just one or two of its most popular items.

● Uniform Presentation of the Brand on the Internet: It is important that the GAMES
W ORKSHOP brand be presented with a single, clear online focus. By reserving online
sales activity to GAMES W ORKSHOP’S corporate website, the one site allows GAMES
W ORKSHOP to present and develop a uniform online image for the brand that can be more
readily and easily changed as new products are added and the brand evolves.

● Enhance Online Consumer Tracking: By focusing all online Consumers on one sales
website, GAMES W ORKSHOP is able to improve tracking and understanding of GAMES
W ORKSHOPS’ customer base. Better Consumer information and feedback will enable us
to better predict trends and Consumer preferences, so that we can conform our product
lines to meet Consumer demand.

● Protection of GAMES WORKSHOP Intellectual Property: Online sales and marketing

of GAMES W ORKSHOP products by independent Retailers can lead to increased instances
of misuse and infringement of GAMES W ORKSHOP’S trademarks and copyrights. By
reserving online retail sales to itself, and providing the guidelines set forth below for on-
line advertising of products available for sale in the retail stores of its Retailers, GAMES
W ORKSHOP believes it can maintain better control over its marks and its brand.

● Prevention of Free-Riding: One of the central business considerations supporting

GAMES W ORKSHOP’S decision to reserve online retail sales to its own corporate website is
to prevent free-riding by online retailers. Brick-and mortar Retailers committed to the
promotion of the hobby make significant investments including, among other things, a
physical location for Consumers to shop for the products, knowledgeable and well-trained
in-store staffing and, in certain instances, in-store gaming areas for game enthusiasts.
Internet retailers do not make the same investment in promoting the hobby, yet have the
ability to siphon off well-educated and serviced customers and potential customers by
selling the same products over the Internet. Besides the inherent unfairness of this free-
rider effect, GAMES W ORKSHOP remains concerned that if this disparity were permitted to
exist, it would undermine the investment made by our in-store Retailers, discourage
future similar investments by new Retailers, and substantially impair the in-store retail
method of sale most effective for our products.

● Online Privacy: Consumers who are reluctant to purchase online often cite privacy as a
major reason for the reluctance to embrace e-commerce. Focusing Consumers to one
online site will allow GAMES W ORKSHOP to have consistent information collection and use
practices that preserve consumer privacy, and communicate those practices, clearly and
persuasively to Consumers. GAMES W ORKSHOP believes that this level of privacy
protection will encourage greater participation in the hobby.

3. Permitted Online Advertising by Retailers

While this Policy reserves all on-line retail sales activity to GAMES W ORKSHOP’S corporate
website, it does not preclude authorized Retailers from advertising on the Internet that they carry
and sell GAMES W ORKSHOP products. GAMES W ORKSHOP understands and appreciates that many
of its Retailers promote their businesses by advertising on their own websites. GAMES W ORKSHOP
welcomes and encourages such advertising; provided, however, that: (1) any such advertising by
a Retailer clearly states that such products are available for purchase at the Retailer’s brick-and-
mortar store location; (2) the advertising is consistent with the GAMES W ORKSHOP brand image
and does not dilute or infringe upon GAMES W ORKSHOP’S intellectual property rights; (3) such
advertisements use only approved product descriptions, artwork, imagery, insignia, logos and
marks supplied by GAMES W ORKSHOP; and (4) complies with GAMES W ORKSHOP’s Intellectual
Property Policy which can be found at: http://www.gamesworkshop.com, or on request.

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B. POLICY REGARDING ORIGINAL PACKAGING AND LABELING

All GAMES W ORKSHOP products (including all game kits, sprues, rulebooks, components
and accessories) are only to be resold in their original packaging. The original packaging and
labeling, which bears GAMES W ORKSHOP’s trademarks, logos and copyrighted imagery, is
specifically designed to appeal to the Consumer of the product and to inform the Consumer as to
the contents, quality and safety of the product he or she is purchasing. GAMES W ORKSHOP’s
packaging and labeling typically contain important information about the proper use, quality, and
safety of GAMES W ORKSHOP products.

For the reasons set forth below, Retailers are not permitted to remove GAMES WORKSHOP
product from its original packaging or otherwise break such products into components prior to
resale. In recent years, GAMES W ORKSHOP has observed a practice among some Retailers in
which GAMES W ORKSHOP products are removed from their original packaging for the purpose of
reselling separately individual, unmarked components. This practice is now prohibited for the
following business reasons:

● Protection of Brand Image: GAMES W ORKSHOP’s original packaging, which

bears GAMES W ORKSHOP’S trademarks and copyrighted imagery, is specifically
designed to be consistent with GAMES W ORKSHOP’s established brand image.
The resale of GAMES W ORKSHOP products (or components thereof) in unmarked
or generic packaging is inconsistent with that brand image and can serve to
devalue the product.

● Protection of GAMES WORKSHOP’S Intellectual Property: Through its use of

GAMES W ORKSHOP’s trademarks and copyrighted imagery, the original packaging
provides clear and reliable identification of the product as a genuine GAMES
W ORKSHOP product. The sale of GAMES W ORKSHOP products (or components
thereof) in unmarked or generic packaging, if left unchecked, can be injurious to
GAMES W ORKSHOP’s intellectual property rights.

● Avoidance of Confusion: The resale of GAMES W ORKSHOP products (or

components thereof) in unmarked or generic packaging also can lead to
confusion as to whether the product being sold is a genuine GAMES W ORKSHOP
product or a generic imitation. Such confusion is detrimental to the GAMES
W ORKSHOP brand and the intellectual property rights that protect it.

● Ensuring Proper Labeling: GAMES W ORKSHOP’s packaging and labeling is

specifically designed to inform the Consumer as to the contents, quality and
safety of the product he or she is purchasing. When GAMES W ORKSHOP products
(or components thereof) are sold separately in unmarked or generic packaging,
the Consumer does not receive this valuable labeling information at the point of
sale. Preservation of the original packaging and labeling prior to resale,
therefore, ensures that the Consumer is receiving accurate and reliable product
information.

● Uniformity in Product Configurations: GAMES W ORKSHOP products are

packaged and sold in certain configurations designed to appeal to the Consumer
and maximize the marketability of the products. Such configurations are an
integral part of GAMES WORKSHOP’S marketing strategies that drive consumer
expectations. The resale of components in unmarked or generic packaging
undermines those strategies and the ability of GAMES W ORKSHOP to offer a
uniform line of products to the marketplace.

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To the extent GAMES W ORKSHOP, in its sole discretion, should manufacture, package and
label individual product components, GAMES W ORKSHOP may make available such individual
components for resale only as originally packaged and labeled by GAMES W ORKSHOP. For the
reasons explained above, Retailers are prohibited from removing any individually packaged and
labeled GAMES W ORKSHOP components from their original packaging for the purpose of reselling
such individual components to Consumers.

C. POLICY REGARDING DOMESTIC SALES ONLY

North American Retailers are only authorized to resell GAMES W ORKSHOP products
domestically in their respective countries of origin. Accordingly, United States Retailers are
prohibited from exporting GAMES W ORKSHOP products for purposes resale to Consumers located
outside of the United States. Similarly, Canadian Retailers are prohibited from exporting GAMES
W ORKSHOP products for purposes resale to Consumers located outside of Canada. Foreign sales
of GAMES W ORKSHOP products by Retailers can be disruptive to GAMES W ORKSHOP’S vertical
distribution networks in other countries.

D. POLICY REGARDING NEW RELEASES

From time-to-time, GAMES W ORKSHOP will schedule New Releases for its products. The
timing and disclosure of New Releases is often accompanied by targeted advertising and
marketing of the New Releases designed to create excitement in the marketplace and to have a
positive impact on sales of the New Releases. To the extent that such New Releases are made
available to Retailers, Retailers are not permitted to: (1) communicate information or make such
products available for resale to Retailers prior to the “Advance Order Date” set by GAMES
W ORKSHOP for the New Release; or (2) sell the New Releases prior to the “Global Release Date”
set by GAMES W ORKSHOP for the New Release. GAMES W ORKSHOP, in sole exercise of its
discretion, may issue updates to this New Releases Policy from time-to-time.

E. POLICY REGARDING AGE-SPECIFIC PRODUCTS

Certain GAMES W ORKSHOP products are classified (where relevant) as products to only be
sold to Consumers meeting minimum age requirements. Each Retailer is responsible for
ensuring that Games Workshop products are only sold to Consumers meeting the age
requirements specified on the product itself, any associated packaging and local legislative
requirements in the relevant state or province of sale to the Consumer (such local legislative
requirements taking precedence in all circumstances).