Dean Oakey Uses in Board Representation Clause

Board Representation

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).

Board Representation. Upon the closing of the Transaction, certain incumbent directors will resign and Investor will appoint five of the seven members of the Companys Board of Directors. Investor and DHWL will enter into a voting agreement, pursuant to which Investor and DHWL will vote their shares in favor of the election of five (5) nominees to the Board approved or designated by Investor, and Investor and DHWL will vote their shares in favor of election to the Board of two (2) persons approved or designated by DHWL. S uch voting agreement shall continue in force until the earlier of: (i) the 5th anniversary of the closing of the Transaction; (ii) the date on which DHWL and its affiliates no longer own at least 250,000 shares of the outstanding Common Stock; or (iii) the date DHWLs loans to Great Western Bank, CorTrust Bank and Dacotah Bank are reduced to an aggregate of $250,000 or less. DHWL will have the right to approve or designate up to two board observers, who may include Donald A. Dunham, Jr., Charles J. Hey or Nancy Hughes, or other persons approved by Investor.