$485,000 Uses in Due Diligence Requirements Clause

Due Diligence Requirements

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).

Due Diligence Requirements. We are very familiar with, and have years of experience investing in the restaurant industry, and we are prepared to move forward and complete our due diligence quickly. Based on the information we have obtained through our preliminary review of the Companys public filings and other information given to us under the NDA dated August 24, 2010, we have made substantial progress in this area; however, the closing and the Transaction remain subject to Investors completion of its due diligence investiga tion and its satisfaction with the results thereof (in its sole discretion). In order to facilitate Investors remaining diligence, the Company and Dunham hereby agree to promptly make available to the Investor upon request any and all information reasonably necessary for the underwriting of the proposed Transaction, including but not limited to comprehensive information regarding the Companys leases, any landlord concessions negotiated to date and the terms of related lending arrangements, as well as access to lenders.