Stock Purchase Agreement (2007)Full Document 

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STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 8, 2007, by and between Granite City Food & Brewery Ltd., a Minnesota corporation (the “Company”), and each of the purchasers set forth on the signature page hereof (each, an “Investor” and collectively, the “Investors”).

1.                                       Authorization of Issuance and Sale of Shares.  Subject to the terms and conditions of this Agreement and the Term Sheet dated March 2, 2007 (the “Term Sheet”), the Company has authorized the offer and sale by the Company of up to 2,617,334 shares (the “Shares”) of its common stock, $0.01 par value per share (the “Common Stock”) (the “Offering”).

2.                                       Agreements to Sell and Purchase.  On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company hereby agrees to sell to the Investors, and each Investor agrees to purchase from the Company, the number of Shares of Common Stock set forth immediately next to its name on the signature page hereto at the aggregate purchase price set forth immediately next to such Investor’s name on the signature page hereto (the “Purchase Price”).

3.                                       Payment and Delivery.  Payment for the Shares purchased by each Investor shall be made by such Investor to the Company in federal or other funds immediately available in New York City (such payment hereinafter referred to as the “Closing”) at 10:00 a.m., New York City time, on March 8, 2007, or at such other time on the same or such other date, not later than March 15, 2007, as shall be agreed in writing by the Company and KeyBanc Capital Markets, a division of McDonald Investments Inc. (“KeyBanc”) and Craig-Hallum Capital Group LLC (“Craig Hallum”), in their capacity as agents of the Company in connection with the sale of the Shares contemplated hereby (each a “Placement Agent” and collectively, the “Placement Agents”).  The time and date of such payment is hereinafter referred to as the “Closing Date.”  Except where alternative settlement arrangements have been agreed to with an Investor, payment by each Investor for such Shares shall be made through an escrow agent on terms and instructions set forth in an Escrow Agreement dated as of February 23, 2007, among the Company, KeyBanc and Associated Trust Company, N.A., as escrow agent.

Certificates for the Shares purchased by each Investor shall be registered in the name of such Investor or if so indicated on the signature page hereto, in the name of a nominee designated by such Investor.  A facsimile copy of the certificate evidencing the Shares purchased by each Investor shall be delivered to such Investor on the Closing Date and the original certificate evidencing the Shares purchased by each Investor shall be delivered to such Investor by overnight courier within one trading day of the Closing Date, except where alternative settlement arrangements have been agreed to with an Investor, with any transfer taxes payable in connection with the issuance of such Shares to such Investor duly paid by or on behalf of the Company, against payment of the Purchase Price therefor.

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