Exhibit 4.1


 


ARTICLES
OF INCORPORATION


OF


BREWING
VENTURES INC.


 


The following Articles of
Incorporation are adopted pursuant to Minnesota Statutes, Chapter 302A in
accordance with Section 302A.133, by Brewing Ventures Inc., a corporation
organized and existing under the laws of the State of Minnesota (the “Corporation”).


 


ARTICLE 1


 


Name:  The name of this Corporation shall be Brewing
Ventures Inc.


 


ARTICLE  2


 


Registered Office:  The address of the Corporation’s registered
office in the State of Minnesota shall be 2400 IDS Center, Minneapolis,
Minnesota 55402.


 


ARTICLE  3


 


Authorized Shares:  The total authorized shares of all classes
which the Corporation shall have authority to issue is 100,000,000, consisting
of: 10,000,000 shares of preferred stock of the par value of one cent ($0.01)
per share (hereinafter the “preferred shares”); and 90,000,000 shares of common
stock of the par value of one cent ($0.01) per share (hereinafter the “common
shares”).


 


3.1           The Board of Directors of
the Corporation (hereinafter referred to as the “Board of Directors” or “Board”)
may, from time to time, establish by resolution, different classes or series of
preferred shares and may fix the rights and preferences of said shares in any
class or series.  Specifically, preferred
shares of the Corporation may be issued from time to time in one or more
series, each of which series shall have such designation or title and such
number of shares as shall be fixed by resolution of the Board of Directors
prior to the issuance thereof.  Each such
series of preferred shares shall have such voting powers, full or limited, or
no voting powers, and such preferences and relative, participating, optional or
other special rights, and such qualifications, limitations or restrictions
thereof as shall be stated and expressed in the resolution or resolutions
providing for the issuance of such series of preferred shares as may be adopted
from time to time by the Board of Directors prior to the issuance of any shares
thereof pursuant to the authority hereby expressly vested in the Board.


 


3.2           Except as provided or
required by law, or as provided in the resolution or resolutions of the Board
of Directors creating any series of preferred shares, the common shares shall
have the exclusive right to vote, on a noncumulative basis, for the election
and removal of directors and for all other purposes.  Unless otherwise provided by resolution or
resolutions of the Board of Directors, each holder of common shares shall be entitled
to one vote for each share held.


 


3.3           The Board of Directors shall
have the authority to issue shares of a class or series, shares of which may
then be outstanding, to holders of shares of another class or series to
effectuate share dividends, splits, or conversion of its outstanding shares.


 


3.4           The Board of Directors is
authorized to accept and reject subscriptions for and to dispose of authorized
shares of the Corporation, including the granting of stock options, warrants
and other rights to purchase shares, without action by the shareholders and
upon such terms and conditions as may be 


 

















 


deemed
advisable by the Board of Directors in the exercise of its discretion, except
as otherwise limited by law.


 


3.5           The Board of Directors is
authorized to issue, sell or otherwise dispose of bonds, debentures,
certificates of indebtedness and other securities, including those convertible
into shares of stock, without action by the shareholders and for such
consideration and upon such terms and conditions as may be deemed advisable by
the Board of Directors in the exercise of its discretion, except as otherwise
limited by law.


 


ARTICLE 4


 


Certain Shareholder Rights:  No shareholder shall be entitled to any
preemptive right to purchase, subscribe for or otherwise acquire any new or
additional securities of the Corporation, or any options or warrants to
purchase, subscribe for or otherwise acquire any such new additional securities
before the Corporation may offer them to other persons.  No shareholder shall be entitled to any
cumulative voting rights.


 


ARTICLE  5


 


Written Action by Board:  An action required or permitted to be taken
by the Board of Directors may be taken by written action signed by the number
of directors that would be required to take the same action at a meeting of the
Board at which all directors are present, except as to those matters which
require shareholder approval, in which case the written action must be signed
by all members of the Board of Directors.


 


ARTICLE  6


 


Nonliability of Directors for Certain Actions:  To the fullest extent permitted by the
Minnesota Business Corporation Act, Minnesota Statutes, Chapter 302A, as it
exists on the date hereof or may hereafter be amended, a director of this
Corporation shall not be liable to the Corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director.  No amendment to or repeal of this Article shall
apply to or have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts or omissions of
such director occurring prior to such amendment or repeal.


 


ARTICLE  7


 


Initial Director:  The name and
address of the person constituting the first member of the Company’s Board of
Directors is:


 


Steven
J. Wagenheim


5831
Cedar Lake Road


St.
Louis Park, MN 55416


 


ARTICLE 8


 


Incorporator:  The name and address of the incorporator is:


 


Avron
L. Gordon


2400
IDS Center


Minneapolis,
MN 55402


 


2

















 


ARTICLE  9


 


Indemnification of Directors and Officers:  The
Corporation shall indemnify and may, in the discretion of the Board of
Directors, insure current and former directors, officers and employees of the
Corporation in the manner and to the fullest extent permitted by law.


 


IN WITNESS WHEREOF, the undersigned has
hereunto set his hand as of 25th day of June, 1997.


 


	
   

  	
  /s/
  Avron L. Gordon

  
	
   

  	
  Avron
  L. Gordon

  
	
   

  	
  Incorporator

  



 


Drafted
By:


 


Briggs and Morgan, Professional Association


Attention: 
Avron L. Gordon, Esq.


2400
IDS Center


80
South Eighth Street


Minneapolis,
MN  55402


 


3

















 


ARTICLES
OF AMENDMENT TO ARTICLES OF INCORPORATION OF


 


BREWING
VENTURES INC.


 


The undersigned officer, on
behalf of Brewing Ventures Inc., a Minnesota corporation (the “Corporation”),
hereby certifies an amendment to the Corporation’s Articles of Incorporation
which has been duly approved by the Corporation’s Board of Directors in
accordance with Sections 302A.239 and 302A.133, of the Minnesota Statutes.  Accordingly, the Articles of Incorporation of
the Corporation are hereby amended as follows:


 


Article 1 of the
Articles of Incorporation of the Corporation shall read in its entirety as
follows:


 


ARTICLE
1


 


Name: The name of this Corporation shall be Founders Food &
Firkins Ltd.


 


IN WITNESS WHEREOF, the Corporation has caused
these Articles of Amendment to the Articles of Incorporation of the Corporation
to be executed this 26th day of June, 1997.


 


	
   

  	
  Brewing Ventures Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven J. Wagenheim

  
	
   

  	
  Its:   Chief
  Executive Officer

  



 


4

















 


ARTICLES
OF AMENDMENT


TO
THE


ARTICLES
OF INCORPORATION OF


FOUNDERS
FOOD & FIRKINS LTD.


 


The undersigned, Mitchel I
Wachman, Secretary of Founders Food & Firkins Ltd., a Minnesota
corporation (the “Corporation”) with the purpose of amending the Corporation’s
Articles of Incorporation under the provisions of Minnesota Statutes Sections
302A.135 and 302A.139, hereby certifies that:


 


1.             The name of the
corporation is Founders Food & Firkins Ltd.


 


2.             Article 1 of the
Articles of Incorporation of the Corporation shall read in its entirety as
follows:


 


Article 1


 


Name: The name of
the Corporation shall be Granite City Food & Brewery Ltd.


 


IN
WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to the Articles of Incorporation to be executed this 5th day of September 2002.


 


	
   

  	
  Founders
  Food & Firkins Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Mitchel I. Wachman

  
	
   

  	
  Mitchel I. Wachman,
  Secretary

  



 


5

















 


GRANITE
CITY FOOD & BREWERY LTD.


 


CERTIFICATE
OF DESIGNATION OF RIGHTS AND PREFERENCES

OF

SERIES A CONVERTIBLE PREFERRED STOCK


 


Granite City Food &
Brewery Ltd., a Minnesota corporation (the “Corporation”), does hereby certify
that pursuant to authority vested in it by the provisions of the Articles of
Incorporation, as amended, of the Corporation, the Board of Directors of the
Corporation by action in writing by the Board of Directors taken pursuant to Section 302A.239
of the Minnesota Business Corporation Act, did adopt the following resolution
authorizing the creation and issuance of a series of preferred stock designated
as Series A Convertible Preferred Stock:


 


RESOLVED that, pursuant to
authority expressly granted to the Board of Directors of the Corporation by the
provisions of the Articles of Incorporation of the Corporation, the Board of
Directors of the Corporation hereby creates and authorizes the issuance of a
series of shares of preferred stock of the Corporation (such series being
hereinafter called “this Series” or the “Series A Preferred”) and hereby
fixes, in addition to the relative rights, voting power, preferences and
restrictions stated in the Articles of Incorporation of the Corporation, the
following designation and number of shares of this Series and the
following voting, dividend rate, liquidation preference, redemption, conversion
right and other rights, preferences and restrictions with respect to the Series A
Preferred:


 


1.             Designation of Series of
Preferred Stock.


 


Of the 10,000,000 shares of
preferred stock which the Corporation is authorized to issue pursuant to its
Articles of Incorporation, 60,000 of such shares are designated as shares of Series A
Convertible Preferred Stock of the Corporation, par value $.01 per share.  Shares of the Series A Preferred shall
have a stated value of $100.00 per share (the “Stated Value”).  Such shares of Series A Preferred,
together with the 90,000,000 shares of authorized common stock of the
Corporation, the remaining balance of the undesignated shares of preferred
stock of the Corporation and any other common stock or preferred stock that may
hereafter be authorized in or pursuant to the Articles of Incorporation of the
Corporation, are sometimes hereinafter collectively referred to as the “capital
stock.”


 


2.             Voting Privileges.


 


(a)   General.  Each holder of Series A Preferred shall
have that number of votes on all matters submitted to the shareholders that is
equal to the number of shares of common stock into which such holder’s shares
of Preferred Stock are then convertible, as hereinafter provided; provided,
however, that (1) such number shall not exceed the Stated Value divided by
100% of the average inside bid price of the common stock for the five trading
days preceding the closing date, and (2) no additional votes shall accrue
pursuant to any adjustment of the Conversion Price pursuant to subparagraph 6(d) hereof.  Each holder of common stock shall have one
vote on all matters submitted to the shareholders for each share of common
stock standing in the name of such holder on the books of the Corporation.  Except as otherwise provided herein, and
except as otherwise required by agreement or law, all shares of capital stock
of the Corporation shall vote as a single class on all matters submitted to the
shareholders.


 


(b)   Additional Class Votes
by Series A Preferred.  Without the affirmative vote or written
consent of the holders (acting together as a class) of a majority of the shares
of Series A Preferred at the time outstanding, the Corporation shall not: (i) authorize
or issue any shares of stock having priority over Series A Preferred as to
the payment of dividends or the payment or distribution of assets upon the
liquidation or dissolution, voluntary or involuntary, of the Corporation; or (ii) amend
the Articles of 


 


6

















 


Incorporation of the
Corporation or this Certificate of Designation so as to alter adversely any
existing provision relating to Series A Preferred or the holders thereof
or waive any of the rights granted to the holders of the Series A
Preferred by the Articles of Incorporation of the Corporation or this
Certificate of Designation.


 


3.             Dividends.


 


(a)   The holders of shares of Series A
Preferred shall be entitled to receive cumulative cash dividends, out of funds
legally available therefor, at a rate of $8.00 per share per annum and no more,
before any dividend or distribution in cash or other property on common stock
or any class or series of stock of the Corporation ranking junior to the Series A
Preferred as to dividends or on liquidation, dissolution or winding-up shall be
declared or paid or set apart for payment.


 


(b)   Dividends on the Series A
Preferred shall be payable on September 30, December 31, March 31
and June 30 of each year (each such date being hereinafter individually a “Dividend
Payment Date” and collectively the “Dividend Payment Dates”), except that if
such date is a Saturday, Sunday or legal holiday then such dividend shall be
payable on the first immediately preceding calendar day which is not a
Saturday, Sunday or legal holiday, to holders of record as they appear on the
books of the Corporation on such respective dates, not exceeding sixty (60)
days preceding such Dividend Payment Date, as may be determined by the Board of
Directors in advance of the payment of each particular dividend.  Dividends in arrears may be declared and paid
at any time, without reference to any regular Dividend Payment Date, to holders
of record on such date as may be fixed by the Board of Directors of the
Corporation.  Dividends declared and paid
in arrears shall be applied first to the earliest dividend period or periods
for which any dividends remain outstanding. 
The amount of dividends payable per share of this Series for each
dividend period shall be computed by dividing the annual rate of $8.00 by
four.  Dividends payable on this Series for
the initial dividend period and for any other period less than a full quarterly
period shall be computed and prorated on the basis of a 360-day year of twelve
30-day months.


 


(c)   Dividends on the Series A
Preferred shall be cumulative and accrue from and after the date of original
issuance thereof, whether or not declared by the Board of Directors.  Accrued dividends shall bear interest at a
rate of ten percent (10%) per annum.


 


(d)   No cash dividend may be
declared on any other class or series of stock ranking on a parity or junior
with the Series A Preferred as to dividends in respect of any dividend
period unless there shall also be or have been declared and paid on the Series A
Preferred accrued, unpaid dividends for all quarterly periods coinciding with
or ending before such quarterly period, ratably in proportion to the respective
annual dividend rates fixed therefor.


 


(e)   Dividends may, at the option
of the Corporation, be paid in shares of fully-paid and nonassessable common
stock of the Corporation, valued at the then applicable Conversion Price of the
Series A Preferred, as hereinafter defined.  Any portion of a dividend that would result
in issuance of a fractional share of common stock shall be paid in cash at the
dividend rate.  Such securities may be “restricted
securities” of the Corporation as that term is defined under Rule 501(a) of
the Securities and Exchange Commission under the Securities Act of 1933, as
amended.


 


4.             Liquidation Preference.


 


(a)   In the event of an
involuntary or voluntary liquidation or dissolution of the Corporation at any
time, the holders of shares of Series A Preferred shall be entitled to
receive out of the assets of the Corporation an amount per share equal to the
Stated Value, plus dividends unpaid and accumulated or 


 


7

















 


accrued thereon, and any
interest due thereon if any.  In the
event of either an involuntary or a voluntary liquidation or dissolution of the
Corporation, payment shall be made to the holders of shares of Series A
Preferred in the amounts herein fixed before any payment shall be made or any
assets distributed to the holders of the common stock or any other class of
shares of the Corporation ranking junior to the Series A Preferred with
respect to payment upon dissolution or liquidation of the Corporation.  If upon any liquidation or dissolution of the
Corporation, the assets available for distribution shall be insufficient to pay
the holders of all outstanding shares of Series A Preferred and any
liquidation preference on any other class or series of preferred stock of the
Corporation ranking on a parity with the Series A Preferred, to which they
respectively shall be entitled, the holders of such shares of Series A
Preferred and the holders of any such other class or series of preferred stock
of the Corporation ranking on a parity with the Series A Preferred shall
share pro rata in any such distribution in proportion to full amounts to which
they would otherwise be respectively entitled.


 


(b)   Nothing hereinabove set
forth shall affect in any way the right of each holder of shares of Series A
Preferred to convert such shares at any time and from time to time in
accordance with Section 6 below.


 


5.             Redemption.


 


The Corporation shall have
the right to redeem all of the Series A Preferred on the following terms
and conditions:


 


(a)   The Series A Preferred
shall be redeemable by the Corporation at its sole option at any time on or
after the third anniversary of the first issuance of the Series A
Preferred.  The Corporation shall redeem
such shares out of funds legally available for redemptions.  Immediately prior to authorizing or making
any such redemption with respect to the Series A Preferred (and in no event
later than the date specified for redemption in the redemption notice described
below), the Corporation, by resolution of its Board of Directors, shall declare
a dividend on the Series A Preferred to be redeemed, which shall be in an
amount equal to any accrued and unpaid dividends on such Series A
Preferred up to and including the date designated for such redemption (the “Redemption
Date”).  Redemption shall be made on the
Redemption Date at a redemption price per share equal to two hundred percent (200%)
of the Stated Value plus an amount in cash equal to all dividends unpaid,
accumulated or accrued thereon and any interest due thereon.


 


(b)   Notice of any redemption
pursuant to this Section 5 shall be mailed at least twenty (20) days in
advance of the Redemption Date to the holders of record of Series A
Preferred to be redeemed at their respective addresses shown in the books of
the Corporation.  Each such notice shall
state:  (i) the Redemption Date; (ii) the
redemption price; (iii) the place or places where certificates for such
shares are to be surrendered for payment of the redemption price; and (iv) that
dividends on the shares to be redeemed will cease to be paid or accrue on the
Redemption Date.  To facilitate the
redemption of the Series A Preferred, the Board of Directors may fix a
record date for the determination of holders of Series A Preferred to be
redeemed not more than sixty (60) days prior to the Redemption Date.


 


(c)   On or before the Redemption
Date, each holder of Series A Preferred shall surrender to the Corporation
the certificates representing the shares redeemed, duly endorsed or assigned to
the Corporation, and the holder shall thereafter be entitled to receive payment
of the redemption price.


 


(d)   On the Redemption Date and
subject to the complete satisfaction by the Company of its obligations due to
the holders of the Series A Preferred, (i) dividends on the Series A
Preferred called for redemption shall cease to accrue, (ii) such shares
shall be deemed no longer outstanding, and (iii) all rights of such holder
as a holder of Series A Preferred (except the right to receive from the
Corporation 


 


8

















 


the amounts payable upon
redemption upon surrender of the certificates evidencing such shares),
including the right to convert the Series A Preferred, shall cease.  Notwithstanding the delivery to any holder of
Series A Preferred of a redemption notice described above, if, prior to
the close of business on the business day preceding the Redemption Date, such
holder gives written notice to the Corporation of its election to convert,
pursuant to Section 6 below, any or all of the shares to be redeemed held
by such holder (accompanied by a certificate or certificates for such shares,
duly endorsed or assigned to the Corporation), then the conversion of such
shares which would otherwise have been redeemed shall become effective as
provided in Section 6 hereof.


 


(e)   The Corporation shall, on or
after any Redemption Date, deposit with its transfer agent or other redemption
agent selected by the Board of Directors, as a trust fund, a sufficient sum to
redeem, on the date fixed for redemption thereof, the shares then called for
redemption, with instructions and authority to such transfer agent or other
redemption agent to pay the redemption price on or after the Redemption Date or
prior thereto upon the surrender of the certificates representing the shares
then being redeemed, then and from and after the date of such deposit, and
notwithstanding that any certificate for shares so called for redemption shall
not have been surrendered for cancellation, the shares so called for redemption
shall no longer be deemed to be outstanding and all rights with respect thereto
shall forthwith cease and terminate, except only the right of the holders
thereof to receive from such transfer agent or other redemption agent, at any
time after the date of such deposit, the sum so deposited.  Any funds so deposited and unclaimed at the end
of two (2) years from such Redemption Date shall be released or repaid to
the Corporation, after which the holders of the shares so called for redemption
shall be entitled to receive payment of the redemption price only from the
Corporation.  Any interest accrued on any
funds deposited shall belong to the Corporation, and shall be paid to it from
time to time on demand.


 


6.             Conversion Right.


 


(a)   The holder of any shares of
this Series may at any time (except that if any such shares shall have
been called for redemption, then, as to such shares, such right shall terminate
at the close of business on the Redemption Date, unless default shall be made
by the Corporation in providing money for the payment of the redemption price
of the shares called for redemption) convert any or all of the shares of this Series into
fully paid and non-assessable shares of Common Stock at the rate of 63.291139
shares of Common Stock for each share of this Series, equivalent to a
conversion price of $1.58 per share (the “Conversion Price”), subject to
adjustment pursuant to the provisions of subparagraph (c) of this
paragraph 6.  Subject to the provisions
of the next sentence, shares of this Series surrendered for conversion
during the period from the close of business on any record date for the payment
of dividends next preceding any Dividend Payment Date to the opening of
business on such Dividend Payment Date shall (except in the case of shares
which have been called for redemption on a Redemption Date within such period)
be accompanied by payment of an amount equal to the dividend payable on such
Dividend Payment Date on the shares being surrendered for conversion.  A holder of Convertible Preferred Stock on
the record date preceding a Dividend Payment Date who (or whose transferee)
converts shares of Convertible Preferred Stock on a Dividend Payment Date, will
receive the dividend payable on such Convertible Preferred Stock by the
Corporation on such Dividend Payment Date, and the converting holder need not
include payment in the amount of such dividend upon surrender of shares of
Convertible Preferred Stock for conversion.


 


(b)   In order to convert shares
of Series A Preferred into shares of common stock of the Corporation, the
holder thereof shall surrender at the office hereinabove mentioned the
certificate or certificates therefor, duly endorsed to the Corporation or in
blank, and give written notice to the Corporation at such office that such
holder elects to convert such shares. 
Shares of Series A Preferred shall be deemed to have been converted
immediately prior to the close of business on the day of the surrender of such
shares for conversion as herein provided, and the person entitled to receive
the shares of 


 


9

















 


common stock of the
Corporation issuable upon such conversion shall be treated for all purposes as
the record holder of such shares of common stock at such time.  As promptly as practicable on or after the
conversion date, the Corporation shall issue and deliver or cause to be issued
and delivered a certificate or certificates for the number of shares of common
stock of the Corporation issuable upon such conversion.


 


(c)   The Conversion Price shall
be subject to adjustment from time to time as hereinafter provided.  Upon each adjustment of the Conversion Price
each holder of shares of Series A Preferred shall thereafter be entitled
to receive the number of shares of common stock of the Corporation obtained by
multiplying the Conversion Price in effect immediately prior to such adjustment
by the number of shares issuable pursuant to conversion immediately prior to
such adjustment and dividing the product thereof by the Conversion Price
resulting from such adjustment.


 


(d)   Except for (i) options,
warrants or other rights to purchase securities outstanding on the date of the
first issuance of this Series (provided there is no adjustment to the
terms of such options, warrants or other securities on or after the date of
issuance of the Series A Preferred); (ii) options to purchase shares
of common stock and the issuance of awards of common stock pursuant to stock
option or employee stock purchase plans adopted by the Corporation and shares
of common stock issued upon the exercise of such options granted pursuant to
such plans (provided there is no adjustment to the terms of such options,
awards or other securities on or after the date of issuance of the Series A
Preferred) (appropriately adjusted to reflect stock splits, combinations, stock
dividends, reorganizations, consolidations and similar changes); or (iii) common
stock issued to holders of the Series A Preferred or upon conversion or in
lieu of cash dividends on the Series A Preferred, if and whenever the
Corporation shall issue any additional securities, warrants or rights or any
security convertible or exchangeable into equity, securities, warrants or
rights (collectively, “Convertible Securities”) without consideration or for a
consideration per share less than the Conversion Price in effect immediately
prior to the time of such issue or sale, then, forthwith upon such issue or
sale, the Conversion Price shall be adjusted to a price determined by
multiplying such Conversion Price by a fraction, the numerator of which shall
be the number of shares of common stock outstanding immediately prior to such
issuance plus the number of shares of common stock that the aggregate
consideration received by the Corporation for such issuance would purchase at
such Conversion Price; and the denominator of which shall be the number of
shares of such additional common stock and the number of shares of common stock
outstanding prior to such issuance.  For
the purpose of the above calculation, the number of shares of common stock
immediately prior to such issuance shall be calculated on a fully-diluted
basis, as if all shares of Series A Preferred had been fully converted
into shares of common stock and any outstanding warrants, options or other
rights for the purchase of shares of stock or Convertible Securities had been
fully exercised as of such date.  Except
as provided in Section 6(g) below, no further adjustments of the
Conversion Price shall be made upon the actual issuance of common stock or of
any Convertible Securities upon the exercise of such rights or options or upon
the actual issue of such common stock upon conversion or exchange of such
Convertible Securities.


 


(e)   For purposes of this Section 6:


 


(i)    in case any shares of common stock or Convertible
Securities or any rights or options to purchase any such common stock or
Convertible Securities shall be issued or sold for cash, the consideration
received therefor shall be deemed to be the amount received by the Corporation
therefor, without deducting therefrom any expenses incurred or any underwriting
commissions, discounts or concessions paid or allowed by the Corporation in
connection therewith.  In case any shares
of common stock or Convertible Securities or any rights or options to purchase
any such common stock or Convertible Securities shall be issued or sold for a
consideration other than cash, the amount of the consideration other than cash
received by the Corporation shall be deemed to be the fair value of such
consideration as determined by the Board of Directors of the


 


10
















 


Corporation, without deducting therefrom any expenses incurred or any
underwriting commissions, discounts or concessions paid or allowed by the
Corporation in connection therewith.  In
case any shares of common stock or Convertible Securities or any rights or
options to purchase such common stock or Convertible Securities shall be issued
in connection with any merger or consolidation in which the Corporation is the
surviving corporation, the amount of consideration therefor shall be deemed to
be the fair value as determined by the Board of Directors of the Corporation of
such portion of the assets and business of the non-surviving corporation or
corporations as such Board shall determine to be attributable to such common
stock, Convertible Securities, rights or options, as the case may be.  In the event of any consolidation or merger
of the Corporation in which the Corporation is not the surviving corporation or
in the event of any sale of all or substantially all of the assets of the
Corporation for stock or other securities of any other corporation, the
Corporation shall be deemed to have issued a number of shares of its common
stock for stock or securities of the other corporation computed on the basis of
the actual exchange ratio on which the transaction was predicated and for a
consideration equal to the fair market value on the date of such transaction of
such stock or securities of the other corporation, and if any such calculation
results in adjustment of the Conversion Price, the determination of the number
of shares of common stock issuable upon conversion immediately prior to such
merger, conversion or sale, for purposes of Section 6(h) below, shall
be made after giving effect to such adjustment of the Conversion Price.


 


(f)    In case the Corporation shall
at any time subdivide its outstanding shares of common stock into a greater
number of shares, the Conversion Price in effect immediately prior to such
subdivision shall be proportionately reduced, and conversely, in case the
outstanding shares of common stock of the Corporation shall be combined into a
smaller number of shares, the Conversion Price in effect immediately prior to
such combination shall be proportionately increased.


 


(g)   If (i) the purchase
price provided for in any right or option referred to in Section 6(d), or (ii) the
additional consideration, if any, payable upon the conversion or exchange of
Convertible Securities, or (iii) the rate at which any Convertible
Securities are convertible into or exchangeable for common stock, shall change
at any time (other than under or by reason of provisions designed to protect
against dilution), or any Convertible Securities shall terminate, expire or
cease to be outstanding without exercise thereof, the Conversion Price then in
effect hereunder shall forthwith be increased or decreased to such Conversion
Price as would have applied had the adjustments made upon the issuance of such
rights, options or Convertible Securities been made upon the basis of (a) the
issuance of the number of shares of common stock theretofore actually delivered
upon the exercise of such options or rights or upon the conversion or exchange
of such Convertible Securities, and the total consideration received therefor,
and (b) the issuance at the time of such change of any such options,
rights, or Convertible Securities then still outstanding for the consideration,
if any, received by the Corporation therefor and to be received on the basis of
such changed price; and on the expiration of any such option or right or the
termination of any such right to convert or exchange such Convertible
Securities, the Conversion Price then in effect hereunder shall forthwith be
increased to such Conversion Price as would have been obtained had the
adjustments made upon the issuance of such rights or options or Convertible
Securities been made upon the basis of the issuance of the shares of common
stock theretofore actually delivered (and the total consideration received
therefor) upon the exercise of such rights or options or upon the conversion or
exchange of such Convertible Securities. 
If the purchase price provided for in any right or option referred to in
Section 6(d), or the rate at which any Convertible Securities referred to
in Section 6(d) are convertible into or exchangeable for common stock,
shall decrease at any time under or by reason of provisions with respect
thereto designed to protect against dilution, then in case of the delivery of
common stock upon the exercise of any such right or option or upon conversion
or exchange of any such Convertible Security, the Conversion Price then in
effect hereunder shall forthwith be decreased to such Conversion Price as would
have applied had the adjustments made upon the issuance of such right, option 


 


11

















 


or Convertible Security been
made upon the basis of the issuance of (and the total consideration received
for) the shares of common stock delivered as aforesaid.


 


(h)   If any capital
reorganization or reclassification of the capital stock of the Corporation, or
consolidation or merger of the Corporation with another corporation, or the
sale of all or substantially all of its assets to another corporation shall be
effected in such a way that holders of common stock shall be entitled to receive
stock, securities or assets with respect to or in exchange for common stock,
then, as a condition of such reorganization, reclassification, consolidation,
merger or sale, and except as otherwise provided herein, lawful and adequate
provision shall be made whereby the holders of Series A Preferred shall
thereafter have the right to receive upon the basis and upon the terms and
conditions specified herein and in lieu of the shares of the common stock of
the Corporation immediately theretofore receivable upon the conversion of Series A
Preferred, such shares of stock, securities or assets as may be issued or
payable with respect to or in exchange for a number of outstanding shares of
such common stock equal to the number of shares of such stock immediately theretofore
receivable upon the conversion of Series A Preferred had such
reorganization, reclassification, consolidation, merger or sale not taken
place, plus all dividends unpaid and accumulated or accrued thereon to the date
of such reorganization, reclassification, consolidation, merger or sale, and in
any such case appropriate provision shall be made with respect to the rights
and interests of the holders of Series A Preferred to the end that the
provisions hereof (including without limitation provisions for adjustments of
the Conversion Price and of the number of shares receivable upon the conversion
of Series A Preferred) shall thereafter be applicable, as nearly as may be
in relation to any shares of stock, securities or assets thereafter receivable
upon the conversion of Series A Preferred. 
The Corporation shall not effect any such consolidation, merger or sale,
unless prior to the consummation thereof the successor corporation (if other
than the Corporation) resulting from such consolidation or merger or the
corporation purchasing such assets shall assume by written instrument executed
and mailed to the registered holders of Series A Preferred, at the last
addresses of such holders appearing on the books of the Corporation, the
obligation to deliver to such holders such shares of stock, securities or
assets as, in accordance with the foregoing provisions, such holders may be
entitled to receive.


 


(i)    Upon any adjustment of the
Conversion Price, the Corporation shall give written notice thereof, by first-class
mail, postage prepaid, addressed to the registered holders of Series A
Preferred, at the addresses of such holders as shown on the books of the
Corporation, which notice shall state the Conversion Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares
receivable at such price upon the conversion of Series A Preferred,
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based.  No
adjustment to the conversion rate shall be required unless such adjustment
would require an increase or decrease of at least one percent (1%) in such
rate; provided, however, that any adjustments which by reason of this Section 6(i) are
not required to be made shall be carried forward and taken into account in any
subsequent adjustment; and, provided further, that adjustment shall be required
and made in accordance with the provisions of this Section 6 (other than
this Section 6(i)) not later than such time as may be required in order to
preserve the tax-free nature of a distribution to the holders of shares of
common stock.  All calculations under
this Section 6 shall be made to the nearest cent or to the nearest
one-hundredth of a share, as the case may be. 
Anything in this Section 6 to the contrary notwithstanding, the
Corporation shall be entitled to make such increases in the conversion rate in
addition to those required by this Section 6 as it in its discretion shall
determine to be advisable in order that any stock dividends, subdivisions of
shares, distribution of rights to purchase stock or securities, or distribution
of securities convertible into or exchangeable for stock hereafter made by the
Corporation to its stockholders shall not be taxable.


 


(j)    In case at any time: (i) there
shall be any capital reorganization, or reclassification of the capital stock
of the Corporation, or consolidation or merger of the Corporation with, or sale
of all or 


 


12

















 


substantially all of its
assets to, another Corporation; or (ii) there shall be a voluntary or
involuntary dissolution, liquidation or winding up of the Corporation; then, in
any one or more of said cases, the Corporation shall give written notice, by
first-class mail, postage prepaid, addressed to the registered holders of Series A
Preferred at the addresses of such holders as shown on the books of the
Corporation, of the date on which (a) the books of the Corporation shall
close or a record shall be taken for such dividend, distribution or
subscription rights, or (b) such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up shall take
place, as the case may be.  Such notice
shall also specify the date as of which the holders of common stock of record
shall participate in such dividend, distribution or subscription rights, or
shall be entitled to exchange their common stock for securities or other
property deliverable upon such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation, or winding up, as the case may be.  Such written notice shall be given at least
twenty (20) days prior to the action in question and not less than twenty (20)
days prior to the record date or the date on which the Corporation’s transfer
books are closed in respect thereto.


 


(k)   If any event occurs as to
which in the opinion of the Board of Directors of the Corporation the other
provisions of this Section 6 are not strictly applicable or if strictly
applicable would not fairly protect the rights of the holders of Series A
Preferred in accordance with the essential intent and principles of such
provisions, then the Board of Directors shall make an adjustment in the
application of such provisions, in accordance with such essential intent and
principles, so as to protect such rights as aforesaid.


 


(l)    As used in this Section 6
the term “common stock” shall mean and include the Corporation’s presently
authorized common stock and any additional common stock that may be authorized
by due action of the Corporation’s Board of Directors and shareholders entitled
to vote thereon.


 


(m)  No fractional shares of
common stock shall be issued upon conversion, but, instead of any fraction of a
share which would otherwise be issuable, the Corporation shall pay a cash
adjustment in respect of such fraction in an amount equal to the same fraction
of the market price per share of common stock as of the close of business on
the day of conversion.  “Market price”
shall mean if the common stock is traded on a securities exchange or on the
NASDAQ Stock Market, the closing sale price of the common stock on such
exchange or the NASDAQ Stock Market, or, if the common stock is otherwise
traded in the over-the-counter market, the closing bid price, in each case
averaged over a period of twenty (20) consecutive trading days prior to the
date as of which “market price” is being determined.  If at any time the common stock is not traded
on an exchange or the NASDAQ Stock Market, or otherwise traded in the over-the-counter
market, the “market price” shall be deemed to be the higher of (i) the
book value thereof as determined by any firm of independent public accountants
of recognized standing selected by the Board of Directors of the Corporation as
of the last day of any month ending within sixty (60) days preceding the date
as of which the determination is to be made, or (ii) the fair value
thereof determined in good faith by the Board of Directors of the Corporation
as of a date which is within fifteen (15) days of the date as of which the
determination is to be made.


 


(n)   The Corporation covenants
that it will at all times reserve and keep available, solely for the purpose of
issue upon conversion of the shares of this Series, such number of shares of
common stock as shall be issuable upon the conversion of all such outstanding
shares; provided, that nothing contained herein shall be construed to preclude
the Corporation from satisfying its obligations in respect of the conversion of
the shares by delivery of purchased shares of common stock of the
Corporation.  For the purpose of this Section 6(n),
the full number of shares of common stock issuable upon the conversion of all
outstanding shares of this Series shall be computed as if at the time of
computation of such number of shares of common stock all outstanding shares of
this Series were held by a single holder.


 


13

















 


(o)   The Corporation covenants
that if any shares of common stock required to be reserved for purposes of
conversion of the shares of this Series require registration with or
approval of any governmental authority under any federal or state law, before
such shares may be issued upon conversion, the Corporation will cause such
shares to be duly registered or approved, as the case may be.


 


(p)   The Corporation covenants
that all shares of common stock issued upon conversion of the shares of this Series will
upon issue be fully paid and nonassessable and not subject to any preemptive
rights.


 


7.             Automatic Conversion.


 


(a)   The Series A Preferred
shall automatically be converted into shares of common stock of the
Corporation, without any act by the Corporation or the holders of the Series A
Preferred, at any time after the second anniversary of the initial issuance of Series A
Preferred (i) when the market price of the common stock for twenty (20)
consecutive trading days exceeds two hundred percent (200%) of the Conversion
Price and the common stock has an average daily trading volume of at least ten
thousand (10,000) shares during such consecutive twenty (20) day period; or (ii) upon
the closing of a public offering by the Corporation in which (1) the
aggregate public offering price of the securities sold for cash by the
Corporation in the offering is at least $8,000,000 (exclusive of any
overallotment amount); (2) the public offering price per share is at least
$4.00; and (3) the offering is underwritten on a firm commitment basis by
an underwriter or a group of underwriters represented by an underwriter or
underwriters, that is a member of the National Association of Securities
Dealers, Inc.; provided that in the case of (i) or (ii), a
registration statement has been filed and has become effective with the U.S.
Securities and Exchange Commission and applicable “blue sky” laws of each state
in which a holder of the Series A Preferred resides with respect to the
common stock underlying the Series A Preferred to permit resale of the
shares received upon conversion.


 


(b)   Upon such conversion, each
holder of certificates for shares of Series A Preferred shall immediately
surrender such certificates in exchange for appropriate stock certificates
representing a share or shares of common stock of the Corporation.  Each holder of a share of Series A
Preferred so converted shall be entitled to receive the full number of shares
of common stock into which such share of Series A Preferred held by such
holder could be converted if such holder had exercised its conversion right at
the time of closing of such public offering.


 


(c)   As used herein, the term “closing”
shall mean the delivery by the Corporation to the underwriters of certificates
representing the shares of common stock of the Corporation offered to the
public against delivery to the Corporation by such underwriters of payment
therefor.  The term “firm commitment
basis” with respect to the underwriting of such public offering shall mean a
commitment pursuant to a written underwriting agreement under which the nature
of the underwriters’ commitment is such that all securities must be purchased
by such underwriters, if any shares are purchased.


 


8.             Relative Rights of Series A Preferred
Stock.


 


So long as any of the Series A
Preferred is outstanding the Corporation will not without the affirmative vote
or written consent of the holders of at least a majority of the Series A
Preferred at the time outstanding, voting separately as a class:  (i) declare, or pay, or set apart for
payment, any dividends (other than dividends payable in stock ranking junior to
the Series A Preferred as to dividends and upon liquidation, dissolution
or winding-up) or make any distribution in cash or other property on any other
class or series of stock of the Corporation ranking junior to the Series A
Preferred either as to dividends or upon liquidation, dissolution or winding-up
and will not redeem, purchase or otherwise acquire any shares of any such
junior class or series if at the time of making such declaration, payment,
distribution, 


 


14

















 


redemption,
purchase or acquisition the Corporation shall be in default with respect to any
dividend payable on, or any obligation to retire shares of, Series A
Preferred; or (ii) authorize, create or issue, or increase the authorized
or issued amount, of any class or series of stock ranking senior to the Series A
Preferred as to payment of dividends, as to payment or distribution of assets
upon the liquidation or dissolution of the corporation, or as to voting rights
(on an as-if-converted basis or otherwise); or (iii) amend, alter or
repeal (whether by merger, consolidation or otherwise) any of the provisions of
the Corporation’s Articles of Incorporation, or of this Certificate of
Designation of Rights and Preferences, so as to adversely affect the
preferences, rights, privileges or powers of the Series A Preferred;
provided, however, that any increase in the number of authorized preferred
stock or the creation and issuance of other series of preferred stock ranking
in a parity with or junior to the Series A Preferred shall not be deemed
to affect such preferences, rights, privileges or powers.


 


IN WITNESS WHEREOF, the
undersigned has executed this Certificate of Designation of Rights and
Preferences on behalf of the Corporation as of the 30th day of September, 2002.


 


	
   

  	
  GRANITE
  CITY FOOD & BREWERY LTD.

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Steven J. Wagenheim

  
	
   

  	
   

  	
  Steven J. Wagenheim

  
	
   

  	
  Its

  	
  President and Chief
  Executive Officer

  



 


15

















 


ARTICLES OF
AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

GRANITE CITY FOOD & BREWERY LTD.


 


The undersigned
officer of Granite City Food & Brewery Ltd., a corporation organized
and existing under the laws of the state of Minnesota (the “Corporation”),
hereby certifies that:


 


FIRST:  The name of the Corporation is Granite City Food &
Brewery Ltd.


 


SECOND:  In accordance with Section 302A.402 of
the Minnesota Business Corporation Act, the board of directors of the
Corporation duly adopted a resolution setting forth the proposed amendment to Article 3
of the Articles of Incorporation, as amended, of the Corporation to reflect a
one (1) for six (6) share combination of common shares, and directing
that such amendment be effected via filing of these Articles of Amendment with
the office of the Minnesota Secretary of State.


 


THIRD:  Article 3, first paragraph, of the
Corporation’s Articles of Incorporation, as amended, is hereby amended to read
in its entirety as follows:


 


“ARTICLE 3


 


Authorized Shares:  The total authorized shares of all classes
which the Corporation shall have authority to issue is 25,000,000, consisting
of: 10,000,000 shares of preferred stock of the par value of one cent ($0.01)
per share (hereinafter the “preferred shares”); and 15,000,000 shares of common
stock of the par value of one cent ($0.01) per share (hereinafter the “common
shares”).


 


The remainder of Article 3 is unaffected by this Amendment.


 


FOURTH:  The combination giving rise to the amendment
set forth above concerns a one (1) for six (6) combination of the
shares of common stock of the Corporation. 
Pursuant to a resolution of the Board of Directors of the Corporation
effective December 29, 2009, every six (6) shares of common stock of
the Corporation, par value $0.01 per share, outstanding on January 13,
2010 (the “Record Date”) will be combined and converted into one (1) share
of common stock of the Corporation, par value $0.01 per share.  The authorized shares of the Corporation
after this share combination shall be as set forth in the amendment above.  No fractional shares shall be issued as a
result of the foregoing share combination, and any holder of common shares of
record upon the effective time of such share combination shall be entitled,
upon surrender to the Corporation of certificates representing such fractional
interests, to receive a cash payment in an amount equal to the product obtained
by multiplying the fractional interest by the fair market of a share of common
stock on the Record Date as determined by the Board.  As soon as practicable following the Record
Date, the Corporation will notify its shareholders of record on the Record Date
to transmit outstanding share certificates to the Corporation’s transfer agent
and registrar (“Transfer Agent”) and the Corporation will cause the Transfer
Agent to issue new certificates representing one share of common stock for
every six shares transmitted and held of record on the Record Date and to
deliver or mail such certificates to each such holder; and in settlement of
fractional interests that may arise as a result of such combination on the Record
Date, cause the Transfer Agent to disburse to such holders a cash payment in an
amount equal to the product obtained by multiplying the fractional interest by
the fair market of a share of common stock on the Record Date as determined by
the Board.


 

















 


FIFTH:  These Articles of Amendment will not
adversely affect the rights or preferences of the holders of outstanding shares
of any authorized class or series of the Corporation’s shares and will not
result in the percentage of authorized shares of any class or series that
remains unissued after the combination approved by these Articles of Amendment
exceeding the percentage of authorized shares of that class or series that were
unissued before the combination.


 


SIXTH:  These Articles of Amendment to the Corporation’s
Articles of Incorporation, as amended, shall be effective at 5:00 PM (Eastern
Standard Time) on January 13, 2010.


 


This amendment has been
approved pursuant to Minnesota Statutes chapter  302A.  I certify that I am authorized to execute
this amendment and I further certify that I understand that by signing this
amendment, I am subject to the penalties of perjury as set forth in section
609.48 as if I had signed this amendment under oath.


 


December 29, 2009


 


	
   

  	
  GRANITE
  CITY FOOD & BREWERY LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James G. Gilbertson

  
	
   

  	
  Name:

  	
  James
  G. Gilbertson

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
				



 


2