Exhibit 10.2 - GC APA First Amendment



		

			 

		





		
			Exhibit 10.2
		

		
			 
		

		
			 
		

		
			FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
		

		
			 
		

		
			THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) dated as of February 21, 2020 (the “Effective Date”), is made by and among those persons listed on Schedule A attached to this Amendment (each individually, “Seller”, and collectively, “Sellers”), and BBQ Acquisition, Inc., a Minnesota corporation, its successors and assignees (“Buyer”).  
		

		
			 
		

		
			RECITALS
		

		
			 
		

		
			A.Sellers and Buyer are parties to that certain Asset Purchase Agreement dated February 11, 2020 (the “Asset Purchase Agreement”), pursuant to which Buyer agreed to purchase certain assets and assume certain liabilities of the Granite City Business (as defined in the Asset Purchase Agreement). 
		

		
			B.Sellers and Buyer desire to amend the Asset Purchase Agreement as set forth herein.     
		

		
			NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows:
		

			
	
			
				 1.
			Amendment to Asset Purchase Agreement. Sellers and Buyer agree that the Asset Purchase Agreement shall be amended as follows:




			
	
			
				 (a)
			Schedule 1.1(a) shall be replaced in its entirety with the Schedule 1.1(a) attached hereto.




			
	
			
				 (b)
			Schedule 1.1(g) shall be amended to add the following item:




		
			License Agreement, dated as of January 11, 2011, by and between Granite City Food & Brewery Ltd. and Caffé Connection, Inc.
		

			
	
			
				 (c)
			Schedule 1.2 shall be amended to delete item 2, which item reads as follows: 




		
			The portion of the master lease of the Sellers to the extent related to the restaurant located at 15085 119th St., Olathe, KS 66062.
		

			
	
			
				 2.
			Terms of Asset Purchase Agreement.  Except as expressly set forth in this Amendment, all other terms and provisions of the Asset Purchase Agreement will remain in full force and effect.   




			
	
			
				 3.
			Miscellaneous.  This Amendment constitutes the entire agreement among the parties and supersedes any prior understandings, agreements, or representations among the parties, written or oral, that may have related in any way to the subject matter hereof.  This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.  A signed copy of this Amendment delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment.




		
			 
		

		
			 
		

		
			


		 


		

			

		


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			 IN WITNESS WHEREOF, the undersigned have executed this Amendment to be effective as of the Effective Date.
		

		
			 
		

		
			 
		

		
			BUYER:
		

		
			 
		

		
			BBQ Acquisition, Inc.
		

		
			 
		

		
			By:/s/ Jeff Crivello
		

		
			Name:Jeff Crivello
		

		
			Title:CEO
		

		
			 
		

		
			 
		

		
			 
		

		
			SELLERS:
		

		
			 
		

		
			Granite City Food & Brewery Ltd.
		

		
			 
		

		
			 
		

		
			By:/s/ Richard H. Lynch
		

		
			      Richard H. Lynch, President
		

		
			 
		

		
			 
		

		
			Granite City – Arkansas, Inc.
		

		
			 
		

		
			 
		

		
			By:/s/ Richard H. Lynch
		

		
			      Richard H. Lynch, President
		

		
			 
		

		
			Granite City – Orland Park, Inc.
		

		
			 
		

		
			 
		

		
			By:/s/ Richard H. Lynch
		

		
			      Richard H. Lynch, President
		

		
			 
		

		
			Granite City – Creve Coeur, Inc.
		

		
			 
		

		
			 
		

		
			By:/s/ Richard H. Lynch
		

		
			      Richard H. Lynch, President
		

		
			 
		

		
			
		

		
			 
		

		
			 
		

		
			 
		

		
			


		 


		

			[Signature Page – First Amendment to Asset Purchase Agreement (GC-Assets Only)]

		








		

			 

		





		

		
			Granite City – Rockford, Inc.
		

		
			 
		

		
			 
		

		
			By:/s/ Richard H. Lynch
		

		
			      Richard H. Lynch, President
		

		
			 
		

		
			Granite City – Peoria, Inc.
		

		
			 
		

		
			 
		

		
			By:/s/ Richard H. Lynch
		

		
			      Richard H. Lynch, President
		

		
			 
		

		
			Granite City of Indiana, Inc.
		

		
			 
		

		
			 
		

		
			By:/s/ Richard H. Lynch
		

		
			      Richard H. Lynch, President
		

		
			 
		

		
			Granite City of Ohio, Inc.
		

		
			 
		

		
			 
		

		
			By:/s/ Richard H. Lynch
		

		
			      Richard H. Lynch, President
		

		
			 
		

		
			Granite City Restaurant Operations, Inc.
		

		
			 
		

		
			 
		

		
			By:/s/ Richard H. Lynch
		

		
			      Richard H. Lynch, President
		

		
			 
		

		
			Granite City of Kansas, Ltd.
		

		
			 
		

		
			 
		

		
			By:/s/ Richard H. Lynch
		

		
			      Richard H. Lynch, President
		

		
			 
		

		
			Granite City of Maryland, Inc.
		

		
			 
		

		
			 
		

		
			By:/s/ Richard H. Lynch
		

		
			      Richard H. Lynch, President
		

		
			 
		

		
			


		 


		

			[Signature Page – First Amendment to Asset Purchase Agreement (GC-Assets Only)]

		








		

			 

		





		

		
			Schedule A
		

		
			Sellers
		

			
	
			
				 1.
			

			
	
			
			Granite City Food & Brewery Ltd., a Minnesota corporation.




			
	
			
				 2.
			

			
	
			
			Granite City – Arkansas, Inc., an Arkansas corporation.




			
	
			
				 3.
			

			
	
			
			Granite City – Orland Park, Inc., an Illinois corporation.




			
	
			
				 4.
			

			
	
			
			Granite City – Creve Coeur, Inc., a Missouri corporation.




			
	
			
				 5.
			

			
	
			
			Granite City – Rockford, Inc., an Illinois corporation.




			
	
			
				 6.
			

			
	
			
			Granite City – Peoria, Inc., an Illinois corporation.




			
	
			
				 7.
			

			
	
			
			Granite City of Indiana, Inc., an Indiana corporation.




			
	
			
				 8.
			

			
	
			
			Granite City of Ohio, Inc., a Ohio corporation.




			
	
			
				 9.
			

			
	
			
			Granite City Restaurant Operations, Inc., a Minnesota corporation.




			
	
			
				 10.
			

			
	
			
			Granite City of Kansas, Ltd., a Kansas corporation.




			
	
			
				 11.
			

			
	
			
			Granite City of Maryland, Inc., a Minnesota corporation.




		
			 
		

		
			 
		

		
			 
		

		
			


		 


		

			

		


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			Schedule 1.1(a)
		

		
			Acquired Leased Real Property
		

			
					
						Location

					
					
						State

					
					
						Landlord

				
	
					
						St. Cloud

					
					
						MN

					
					
						Store Master Funding I, LLC

				
	
					
						Sioux Falls

					
					
						SD

					
					
						Doug Johnson

				
	
					
						Fargo

					
					
						ND

					
					
						WEST ACRES DEVELOPMENT LLP      

				
	
					
						Cedar Rapids

					
					
						IA

					
					
						Rainmaker Management Inc.

				
	
					
						Davenport

					
					
						IA

					
					
						Store Master Funding I, LLC

				
	
					
						Lincoln

					
					
						NE

					
					
						Star-West Gateway LLC c/o Starwood Retail Partners, LLC

				
	
					
						Maple Grove

					
					
						MN

					
					
						Todd and Lori Hanson

				
	
					
						Eagan

					
					
						MN

					
					
						Store Master Funding I, LLC

				
	
					
						Roseville

					
					
						MN

					
					
						PPF RTL ROSEDALE SHOPPING CENTER LLC

				
	
					
						Creve Coeur

					
					
						MO

					
					
						CAPLACO NINE INC.                

				
	
					
						Ft. Wayne

					
					
						IN

					
					
						Brookfield Property REIT Inc.

				
	
					
						Troy

					
					
						MI

					
					
						Store Master Funding I, LLC

				
	
					
						Franklin

					
					
						TN

					
					
						DRURY DEVELOPMENT CORP                         

				
	
					
						Naperville

					
					
						IL

					
					
						Store Master Funding I, LLC

				
	
					
						Northville

					
					
						MI

					
					
						The Inland Real Estate Groupo, Inc.

				
	
					
						Zona Rosa

					
					
						MO

					
					
						Doug Johnson

				
	
					
						Schaumburg

					
					
						IL

					
					
						Store Master Funding I, LLC

				
	
					
						Legends

					
					
						KS

					
					
						Westrim Properties LLC

				



		
			 
		


		 


		

			

		


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