Company Uses in Amendments to the Master Agreement Clause

Amendments to the Master Agreement

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).

Amendments to the Master Agreement. The Master Agreement between Dunham Capital Management, L.L.C., DHW Leasing, L.L.C., and Dunham Equity Management, L.L.C. will be amended to delete Section 10 (relating to board observers), Section 11 (relating to information covenants), and Section 12 (relating to the appointment of the Chairman of the Board).