DHW Leasing, L.L.C. Sample Contracts

Registration Rights Agreement
Registration Rights Agreement • October 5th, 2009 • DHW Leasing, L.L.C. • Retail-eating places • Minnesota

THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made and entered into as of this 5th day of October, 2009, by and between Granite City Food & Brewery Ltd., a Minnesota corporation (the “Company”) and DHW Leasing L.L.C., a South Dakota limited liability company (“DHW”).

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AMENDMENT NO. 1 TO DEBT CONVERSION AGREEMENT BY AND BETWEEN GRANITE CITY FOOD & BREWERY LTD. AND DHW LEASING, L.L.C.
Debt Conversion Agreement • May 12th, 2011 • DHW Leasing, L.L.C. • Retail-eating places

AMENDMENT NO. 1 to Debt Conversion Agreement by and between Granite City Food & Brewery Ltd. (“GCFB”) and DHW Leasing, L.L.C. “(DHW”) effective August 30, 2010.

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • October 5th, 2009 • DHW Leasing, L.L.C. • Retail-eating places • South Dakota

THIS STOCK PLEDGE AGREEMENT (this “Pledge Agreement”) is made effective as of October 5, 2009, by and between DHW Leasing, L.L.C., a South Dakota limited liability company, as pledgor (the “Pledgor”), and Dacotah Bank, a banking corporation chartered under the laws of the State of South Dakota, as pledgee (“Dacotah”).

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • October 5th, 2009 • DHW Leasing, L.L.C. • Retail-eating places • South Dakota

THIS STOCK PLEDGE AGREEMENT (this “Pledge Agreement”) is made effective as of October 5, 2009, by and between DHW Leasing, L.L.C., a South Dakota limited liability company, as pledgor (the “Pledgor”), and CorTrust Bank, a banking corporation chartered under the laws of the State of South Dakota, as pledgee (“CorTrust”).

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN GRANITE CITY FOOD & BREWERY LTD. AND DHW LEASING, L.L.C.
Registration Rights Agreement • May 12th, 2011 • DHW Leasing, L.L.C. • Retail-eating places

AMENDMENT NO. 1 to Registration Rights Agreement (this “Amendment”) by and between Granite City Food & Brewery Ltd. (“GCFB”) and DHW Leasing, L.L.C. (“DHW”) effective as of May 10, 2011.

SHAREHOLDER AND VOTING AGREEMENT
Shareholder Agreement • May 12th, 2011 • DHW Leasing, L.L.C. • Retail-eating places • Minnesota

SHAREHOLDER AND VOTING AGREEMENT (this “Agreement”), dated as of May 10, 2011 (the “Effective Date”), by and between Concept Development Partners LLC, a Delaware limited liability company (“CDP”) and DHW Leasing, L.L.C., a South Dakota limited liability company (“DHW”).

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • October 5th, 2009 • DHW Leasing, L.L.C. • Retail-eating places • South Dakota

THIS STOCK PLEDGE AGREEMENT (this “Pledge Agreement”) is made effective as of October 5, 2009, by and between DHW Leasing, L.L.C., a South Dakota limited liability company, as pledgor (the “Pledgor”), and Great Western Bank, a banking corporation chartered under the laws of the State of South Dakota, as pledgee (“Great Western”).

EXHIBIT A JOINT FILING AGREEMENT
Joint Filing Agreement • October 5th, 2009 • DHW Leasing, L.L.C. • Retail-eating places

Each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock of Granite City Food & Brewery Ltd., and further agrees that this Joint Filing Agreement be included as an exhibit to such filings; provided, that, no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

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