2010 Uses in Purchase of the Dunham Troy Property Clause

Purchase of the Dunham Troy Property

Pursuant to the discussions that we have had with Granite City Food & Brewery, Ltd. (the Company), DHW Leasing, L.L.C. (DHWL) and Mr. & Mrs. Donald A. Dunham, Jr. and Mr. Charles J. Hey (collectively, together with DHWL, Dunham Capital Management, L.L.C., Mr. & Mrs. Dunham and their and its affiliates, Dunham) and your teams, the following is a summary of the material terms of the undersigneds proposal to purchase $9.0 million of the Companys newly issued convertible preferred stock, arrange for a new $10 million senior lending facility for the Company, arrange for the Companys repurchase of 3,000,000 shares of Common Stock of the Company (Common Stock) that are currently held by DHWL, and assist in structuring various transactions focused on lowering the Companys res taurant occupancy costs (collectively, the Transaction).

Purchase of the Dunham Troy Property. On the Closing Date or as soon as practicable thereafter, the Company will purchase fee simple title (free and clear of all liens and encumbrances) to the approximately two acre site on Big Beaver Road in Troy, Michigan now owned by Dunham (the Troy Property), together with all plans, permits, related assets and other soft costs associated with the Troy Property and held by Dunham. The purchase price for the Troy Property will be $2,5 00,000, plus real estate taxes payable in 2009 in the approximate amount of $51,500. Upon completing such purchase of the Troy Property, the Company will be responsible for paying the real estate taxes payable in 2010 and all future years; provided, however, any penalties, late fees or assessments incurred by the Company as a result of not paying the real estate taxes payable in 2010 when due shall be deducted from the purchase price for the Troy Property. Upon completing such purchase of the Troy Property, the Company shall be released of all liabilities and obligations to Dunham relating to this property. If the contemplated