OR COMMUNICATION IS DELIVERED VIA
FACSIMILE AT THE FACSIMILE NUMBER SPECIFIED IN THIS SECTION ON A DAY THAT IS NOT
A TRADING DAY OR LATER THAN 5:30 P.M. (MINNEAPOLIS TIME) ON ANY TRADING DAY,
(C) THE TRADING DAY FOLLOWING THE DATE OF MAILING, IF SENT BY U.S. NATIONALLY
RECOGNIZED OVERNIGHT COURIER SERVICE, OR (D) UPON ACTUAL RECEIPT BY THE PARTY TO
WHOM SUCH NOTICE IS REQUIRED TO BE GIVEN.
THE ADDRESS FOR SUCH NOTICES AND
COMMUNICATIONS SHALL BE AS FOLLOWS:
If to the Company:
Granite City Food & Brewery Ltd.
5402 Parkdale Drive, Suite 101
Minneapolis, Minnesota 55416
Facsimile: (952) 215-0661
Attn: Chief Financial Officer
With a copy to:
Briggs and Morgan, P.A.
80 South Eighth Street
2200 IDS Center
Minneapolis, MN 55402
Facsimile: (612) 977-8650
Attn: Avron L. Gordon, Esq.
If to a Investor:
To the address set forth under such Investor's name on the signature
pages hereto.
If to any other Person who is then the registered Holder:
To the address of such Holder as it appears in the stock transfer books of the
Company
or such other address as may be designated in writing hereafter, in the same
manner, by such Person.
(H)
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL INURE TO THE BENEFIT
OF AND BE BINDING UPON THE SUCCESSORS AND PERMITTED ASSIGNS OF EACH OF THE
PARTIES AND SHALL INURE TO THE BENEFIT OF EACH HOLDER.
THE COMPANY MAY NOT
ASSIGN ITS RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF
EACH HOLDER.
EACH HOLDER MAY ASSIGN THEIR RESPECTIVE RIGHTS HEREUNDER IN THE
MANNER AND TO THE PERSONS AS PERMITTED UNDER THE PURCHASE AGREEMENT.
(I)
EXECUTION AND COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN
ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE
AN ORIGINAL AND, ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
AGREEMENT.
IN THE EVENT THAT ANY
12
SIGNATURE IS DELIVERED BY FACSIMILE TRANSMISSION, SUCH SIGNATURE SHALL CREATE A
VALID BINDING OBLIGATION OF THE PARTY EXECUTING (OR ON WHOSE BEHALF SUCH
SIGNATURE IS EXECUTED) THE SAME WITH THE SAME FORCE AND EFFECT AS IF SUCH
FACSIMILE SIGNATURE WERE THE ORIGINAL THEREOF.
(J)
GOVERNING LAW.
ALL QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
MINNESOTA, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.
EACH
PARTY AGREES THAT ALL ACTIONS CONCERNING THE INTERPRETATIONS, ENFORCEMENT AND
DEFENSE OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BROUGHT
AGAINST A PARTY HERETO OR ITS RESPECTIVE AFFILIATES, EMPLOYEES OR AGENTS) WILL
BE COMMENCED IN THE MINNESOTA COURTS.
EACH PARTY HERETO HEREBY IRREVOCABLY
SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE MINNESOTA COURTS FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY
TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY
WAIVES, AND AGREES NOT TO ASSERT IN ANY ACTION, ANY CLAIM THAT IT IS NOT
PERSONALLY SUBJECT TO THE JURISDICTION OF