0001104659-09-057873 Sample Contracts

Registration Rights Agreement
Registration Rights Agreement • October 6th, 2009 • Granite City Food & Brewery LTD • 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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MASTER AMENDMENT TO LEASES
Master Amendment to Leases • October 6th, 2009 • Granite City Food & Brewery LTD • Retail-eating places • Minnesota

THIS MASTER AMENDMENT TO LEASES (the “Master Amendment”) entered into effective the 5th day of October, 2009 (the “Execution Date”), by and among GC Omaha Limited Partnership, Dunham Capital Management, L.L.C., GC Rosedale, L.L.C., GC Lincoln Limited Partnership, GC Olathe Limited Partnership, GC Eagan Limited Partnership, GC Cedar Rapids/Davenport Limited Partnership, GC Des Moines Limited Partnership, GC Holdings Limited Partnership and GC Wichita Limited Partnership (each, a “Dunham Landlord”, collectively, the “Dunham Landlords”), and Granite City Food & Brewery, Ltd. (“GCFB”).

EMPLOYMENT AND SEVERANCE AGREEMENT – AMENDMENT NO. 2
Employment Agreement • October 6th, 2009 • Granite City Food & Brewery LTD • Retail-eating places

THIS EMPLOYMENT AND SEVERANCE AGREEMENT – AMENDMENT NO. 2 (this “Agreement”) is made and entered into effective October 5, 2009, by and between Granite City Food and Brewery Ltd. (the “Company”) and Darius H. Gilanfar (“Executive”).

EXECUTIVE EMPLOYMENT AGREEMENT – AMENDMENT NO. 2
Executive Employment Agreement • October 6th, 2009 • Granite City Food & Brewery LTD • Retail-eating places

THIS EXECUTIVE EMPLOYMENT AGREEMENT – AMENDMENT NO. 2 (this “Agreement”) is made and entered into effective October 5, 2009, by and between Granite City Food and Brewery Ltd. (the “Company”) and James G. Gilbertson (“Executive”).

MASTER AGREEMENT AMENDMENT NO. 1
Master Agreement • October 6th, 2009 • Granite City Food & Brewery LTD • Retail-eating places

AMENDMENT NO. 1 TO MASTER AGREEMENT entered into this 5th day of October, 2009, by and between DUNHAM CAPITAL MANAGEMENT, L.L.C., DHW LEASING, L.L.C., and DUNHAM EQUITY MANAGEMENT, L.L.C., all South Dakota limited liability companies with a business address of 230 South Phillips Avenue, Suite 202, Sioux Falls, South Dakota 57104 (individually referred to as “DCM,” “DHW,” and “DEM,” and collectively referred to as the “Dunham Entities” or “Dunham”); and GRANITE CITY FOOD & BREWERY LTD, a Minnesota corporation (“Corporation” or “Granite City”).

AMENDMENT NO. 5 TO BRIDGE LOAN AGREEMENT
Bridge Loan Agreement • October 6th, 2009 • Granite City Food & Brewery LTD • Retail-eating places

AMENDMENT NO. 5 TO BRIDGE LOAN AGREEMENT (“Amendment”), dated effective September 30, 2009, is made by and among Granite City Food & Brewery Ltd. (“Granite City”), and Granite City Restaurant Operations, Inc. (“GCROI”) and Harmony Equity Income Fund, L.L.C. and Harmony Equity Income Fund II, L.L.C., each South Dakota limited liability companies.

EXECUTIVE EMPLOYMENT AGREEMENT – AMENDMENT NO. 2
Executive Employment Agreement • October 6th, 2009 • Granite City Food & Brewery LTD • Retail-eating places

THIS EXECUTIVE EMPLOYMENT AGREEMENT – AMENDMENT NO. 2 (this “Agreement”) is made and entered into effective October 5, 2009, by and between Granite City Food and Brewery Ltd. (the “Company”) and Steven J. Wagenheim (“Executive”).

October 5, 2009 VIA FACSIMILE AND U.S. MAIL Granite City Food & Brewery Ltd. Granite City Restaurant Operations, Inc.
Bridge Loan Agreement • October 6th, 2009 • Granite City Food & Brewery LTD • Retail-eating places
TERMINATION OF EQUIPMENT LEASE AND BILL OF SALE
Termination of Equipment Lease and Bill of Sale • October 6th, 2009 • Granite City Food & Brewery LTD • Retail-eating places • Minnesota

THIS TERMINATION OF EQUIPMENT LEASE AND BILL OF SALE (this “Agreement”) is made and entered into as of October 5, 2009 by and between Granite City Food & Brewery, Ltd., a Minnesota corporation (“Lessee”) and DHW Leasing, L.L.C., a South Dakota limited liability company (“Lessor”).

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