Exhibit 10.1


 


AMENDMENT
NO. 2


TO


WARRANT
AGREEMENT


 


THIS AMENDMENT is made
and entered into effective May 4, 2005, by and between Granite City Food &
Brewery Ltd. (f/k/a Founders Food & Firkins Ltd.), a Minnesota
corporation (the “Company”), and Wells Fargo Bank, National Association (f/k/a
Norwest Bank Minnesota, National Association), as the Warrant Agent (the “Warrant
Agent”).


 


WHEREAS, the Company
appointed the Warrant Agent to provide certain services in connection with and
following the Company’s initial public offering of units, each unit consisting
of one share of common stock and one redeemable Class A Warrant to
purchase one share of common stock (“Warrant”);


 


WHEREAS, the Company and
the Warrant Agent entered into an agreement (the “Warrant Agreement”) with
respect to such appointment on June 6, 2000, as amended by the first
amendment thereto dated September 12, 2002;


 


WHEREAS, the Company has
extended the expiration date of the Warrants from June 6, 2005 to December 15,
2005;


 


WHEREAS, the Company
wishes to amend the Warrant Agreement to correspond with the new term of the
Warrants.


 


NOW, THEREFORE, in
consideration of the premises and agreements set forth herein, the parties
hereto agree to restate (i) Sections 2.1, 2.2 and 4.1 of the Warrant Agreement
as follows and (ii) Exhibit A of the Warrant Agreement as attached
hereto:


 


Section 2.1  EXERCISE. 
Any or all of the Warrants represented by each Warrant Certificate may
be exercised by the holder thereof on or before 5:00 p.m., Minneapolis
time, on December 15, 2005 (unless extended by the Company), by surrender
of the Warrant Certificate with the purchase form, which is printed on the
reverse thereof (or a reasonable facsimile thereof), duly executed by such
holder, to the Warrant Agent at its principal office in South St. Paul,
Minnesota.  The purchase form must be
accompanied by payment, in cash or by certified check payable to the Company,
in an amount equal to the product of the number of shares of Common Stock
issuable upon exercise of the Warrant represented by such Warrant Certificate,
as adjusted pursuant to the provisions of Article III hereof (as a result
of such adjustments, each Warrant is exercisable for 1.072962 shares as of the
date hereof), multiplied by the exercise price of $5.00, as adjusted pursuant
to the provisions of Article III hereof (as a result of such adjustments,
the exercise price is $4.66 per share as of the date hereof) (such price as so
adjusted from time to time being herein called the “Purchase Price”), and such
holder shall be entitled to receive such number of fully paid and nonassessable
shares of Common Stock, as so adjusted, at the time of such exercise.


 


Section 2.4  EXTENSION OF EXERCISE PERIOD; CHANGE OF
EXERCISE PRICE.  The Company may, upon
notice given to the Warrant Agent, and without the consent of the holders of
the Warrant Certificates, (a) reduce the Purchase Price during all or any
portion of the originally stated exercise period, (b) extend the period
over which the Warrants are exercisable beyond December 15, 2005, and (c) increase
or decrease the Purchase Price for any period the Warrant exercise period is


 





















 


extended. 
Within a reasonable time prior to the effective time of such change or
extension, the Company shall provide the Warrant Agent and Warrantholders of
record with written notice of any change in the Purchase Price or extension of
the exercise period, as the case may be, specifying the time to which such
exercise period is extended, or the new Purchase Price and the periods for
which such new Purchase Price is in effect.


 


Section 4.1  REDEMPTION PRICE.  The Warrants may be redeemed at the option of
the Company, at any time, upon notice as set forth in Section 4.2, at the
redemption price equal to $0.01 per warrant, provided that the closing bid
price of the Common Stock on the Nasdaq system exceeds $6.25 per share (such
price subject to adjustment from time to time in the same manner as the
Purchase Price pursuant to the provisions of Article III hereof) (as a
result of such adjustments, such level is $5.83 per share as of the date
hereof) for any 45 consecutive trading days prior to the date such notice of
redemption is given.


 


IN WITNESS WHEREOF, this
Amendment has been duly executed by the parties hereto effective as of the day
and year first above written.


 


	
   

  	
  GRANITE CITY
  FOOD & BREWERY LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Monica A.
  Underwood

  	
   

  
	
   

  	
   

  	
  Monica A.
  Underwood

  
	
   

  	
   

  	
  Interim Chief
  Financial Officer and

  Corporate Controller

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO
  BANK,

  
	
   

  	
  NATIONAL
  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Cindy Gesme

  	
   

  
	
   

  	
   

  	
  Cindy Gesme

  
	
   

  	
   

  	
  Account Manager

  



 





















 


EXHIBIT A


 


THIS WARRANT CERTIFICATE MAY BE TRANSFERRED SEPARATELY FROM THE
COMMON STOCK CERTIFICATE WITH WHICH IT IS INITIALLY ISSUED


 


EXERCISABLE ON OR BEFORE, AND VOID AFTER, 5:00 P.M. MINNEAPOLIS
TIME, ON DECEMBER 15, 2005


 


	
  No. W-

  	
   

  	
  Warrants 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP 38724Q 11 5

  	
   

  



 


GRANITE CITY FOOD & BREWERY LTD.


 


INCORPORATED UNDER THE LAWS OF THE STATE OF MINNESOTA


 


WARRANTS TO PURCHASE COMMON STOCK


 


THIS CERTIFIES THAT                                                                                                       
or assigns, is the owner of the number of Warrants set forth above, each of
which represents the right to purchase from GRANITE CITY FOOD &
BREWERY LTD., a Minnesota corporation (the “Company”), at any time on or before
5:00 p.m., Minneapolis time, on December 15, 2005, upon compliance
with and subject to the conditions set forth herein and in the Warrant
Agreement hereinafter referred to, one share (subject to adjustments referred
to below) of common stock of the Company (the “Shares”), by surrendering this
Warrant Certificate, with the purchase form on the reverse side duly executed,
at the principal office of Wells Fargo Bank, National Association, or its
successor, as warrant agent (the “Warrant Agent”), and by paying, in full, in
cash or by certified check payable to the order of the Company, the purchase
price of $5.00 per Share, subject to adjustment.


 


Upon any exercise of less
than all the Warrants evidenced by this Warrant Certificate, there shall be issued
to the holder a new Warrant Certificate in respect of the Warrants as to which
this Warrant Certificate was not exercised.


 


Upon the surrender for
transfer or exchange hereof, properly endorsed, to the Warrant Agent, the
Warrant Agent (at the Company’s expense) will issue and deliver to the order of
the holder hereof, a new Warrant Certificate or Warrant Certificates of like
tenor, in the name of such holder or as such holder (upon payment by such
holder of any applicable transfer taxes) may direct, calling in the aggregate
on the face thereof for the number of Shares called for on the face hereof.


 


The Warrant Certificates
are issued only as registered Warrant Certificates.  Until this Warrant Certificate is transferred
in the Warrant Register, the Company and the Warrant Agent may treat the person
in whose name this Warrant Certificate is registered as the absolute owner
hereof and of the Warrants represented hereby for all purposes, notwithstanding
any notice to the contrary.


 


This Warrant Certificate
is issued under the Warrant Agreement dated as of June 6, 2000, between
the Company and the Warrant Agent and is subject to the terms and provisions
contained in said Warrant Agreement, to all of which terms and provisions the
registered holder of this Warrant Certificate consents by acceptance
hereof.  Copies of said Warrant Agreement
are on file at the principal office of the Warrant Agent in South St. Paul,
Minnesota, and may be obtained by written request to the Warrant Agent.


 


The number of Shares receivable
upon the exercise of the Warrants represented by this Warrant Certificate and
the purchase price per Share are subject to adjustment upon the happening of
certain events specified in the Warrant Agreement (which provisions are
contained in Article III of the Warrant Agreement and are hereby
incorporated by reference).


 


No fractional Shares will
be issued upon the exercise of Warrants. 
As to any final fraction of a Share which a holder of Warrants exercised
in the same transaction would otherwise be entitled to purchase on such
exercise, the Company shall pay a cash adjustment in lieu of any fractional
Share determined as provided in the Warrant Agreement.


 


The Warrants may be
redeemed by the Company at any time, upon notice of such redemption as set
forth below, at the redemption price equal to $0.01 per Warrant, provided that
the closing bid price of the Shares on the


 





















 


Nasdaq system
exceeds $6.25 per Share (subject to adjustment as provided in the Warrant
Agreement) for any 45 consecutive trading days prior to the date such notice of
redemption is given.  Notice of
redemption shall be mailed not less than 20 days prior to the date fixed for
redemption to the holders of Warrants at their last registered addresses.  If notice of redemption shall have been given
as provided in the Warrant Agreement and cash sufficient for the redemption
shall have been deposited by the Company for that purpose, the exercise rights
of the Warrants identified for redemption shall expire at the close of business
on such date of redemption unless extended by the Company.


 


This Warrant Certificate
shall not entitle the holder hereof to any of the rights of a holder of Shares,
including, without limitation, the right to vote, to receive dividends and
other distributions, to exercise any preemptive right, or to receive any notice
of or to attend meetings of holders of Shares or any other proceedings of the
Company.


 


Shares may not be issued
to holder upon exercise of this Warrant if, at the time of exercise, a
registration statement with respect to such Shares is not effective under the
Securities Act or if the Shares underlying the Warrant are not qualified or
exempt from qualification in the state wherein the holder of the Warrant
resides.


 


This Warrant Certificate
shall be void and the Warrants and any rights represented hereby shall cease
unless exercised on or before 5:00 p.m., Minneapolis time, on December 15,
2005.


 


This Warrant Certificate
shall not be valid for any purpose until it shall have been countersigned by
the Warrant Agent.


 


WITNESS
the facsimile signatures of the Company’s duly authorized officers.


 


 


	
  Dated:

  	
   

  	
   

  	
  GRANITE CITY
  FOOD & BREWERY LTD.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Steven J. Wagenheim

  	
   

  
	
   

  	
   

  	
  Chief Executive Officer

  	
   

  



 


Attest:


 


	
   

  	
   

  
	
  Monica A. Underwood, Secretary

  



 


 


COUNTERSIGNED AND REGISTERED:


WELLS FARGO BANK, N.A.


as
Warrant Agent


 


	
  By

  	
   

  	
   

  
	
   

  	
  Authorized Signature

  	
   

  



 





















 


The
Articles of Incorporation of the Corporation grant to the Board of Directors
the power to establish more than one class or series of shares and to fix the relative
rights and preferences of any such different class or series.  The Corporation will furnish to any
shareholder upon request and without charge a full statement of the
designation, preferences, limitations and relative rights of the shares of each
class or series authorized to be issued, so far as they have been determined,
and the authority of the Board to determine the relative rights and preferences
of subsequent classes or series.


 


PURCHASE FORM


 


(To Be Executed by the Registered Holder in Order to Exercise the
Warrant)


 


The undersigned
hereby irrevocably elects to exercise                                *
of the Warrants represented by this Warrant Certificate and to purchase for
cash the Shares issuable upon the exercise of said Warrants, and herewith makes
payment of $                    
therefor, and requests that certificates for such Shares be issued in the name
of


 


 


	
  PLEASE INSERT
  SOCIAL SECURITY OR

  	
   

  	
   

  
	
  OTHER
  IDENTIFYING NUMBER OF

  	
  (Print Name)

  	
   

  
	
  REGISTERED
  HOLDER OF CERTIFICATE

  	
   

  	
   

  
	
   

  	
   

  	
  (Address)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (City, State, Zip Code)

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Signature)

  	
   

  
						



 










*                                         Insert
here the number of Warrants evidenced on the face of this Warrant Certificate
(or, in the case of a partial exercise, the portion thereof being exercised)
without making any adjustment for additional Shares or any other securities or
property or cash which, pursuant to the adjustment provisions referred to in
this Warrant Certificate, may be deliverable upon exercise.


 


NOTICE


 


The Signature(s) to the Purchase Form must correspond to
the name(s) as written upon the face of this Warrant Certificate in every
particular without alteration or enlargement or any damage whatsoever.


 


ASSIGNMENT FORM


(To Be Executed by the Registered Holder in Order to Transfer the
Warrant)


 


FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers                        **
of the Warrants represented by this Warrant Certificate unto


 


	
  PLEASE INSERT
  SOCIAL SECURITY OR

  	
   

  	
   

  
	
  OTHER
  IDENTIFYING NUMBER OF 

  	
  (Print name)

  	
   

  
	
  ASSIGNEE

  	
   

  	
   

  
	
   

  	
   

  	
  (Address)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (City, State, Zip Code)

  	
   

  
				



 


and does hereby irrevocably constitute and appoint                                                                
Attorney to transfer this Warrant on the records of the Company with full power
of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Signature(s) Guaranteed)

  	
   

  



 










**                                  Insert
here the number of Warrants evidenced on the face of this Warrant Certificate
(or, in the case of a partial assignment, the portion thereof being assigned)
without making any adjustment for additional Shares or any other securities or
property or cash which, pursuant to the adjustment provisions referred to in
this Warrant Certificate, may be deliverable upon exercise.


 





















 


NOTICE


 


The Signature(s) to the Assignment Form must correspond
to the name(s) as written upon the face of this Warrant Certificate in every
particular without alteration or enlargement or any damage whatsoever.