Summary of GRANITE CITY FOOD & BREWERY LTD

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Master Asset Purchase Agreement, Previous Asset Purchases and Amendment to Master Asset Purchase Agreement

As previously reported, on November 4, 2011, Granite City Food & Brewery Ltd. ("Granite City"), through its wholly-owned subsidiary, Granite City Restaurant Operations, Inc., a Minnesota corporation ("GCROI"), entered into a Master Asset Purchase Agreement ("MAPA") with CR Minneapolis, LLC, Pittsburgh CR, LLC, Indy CR, LLC, Kendall CR LLC, 3720 Indy, LLC, CR NH, LLC, Parole CR, LLC, CR Florida, LLC, Restaurant Entertainment Group, LLC ("REG"), Clint R. Field and Eric Schilder, relating to the purchase of the assets of up to eight restaurants operated by the selling parties under the name "Cadillac Ranch All American Bar & Grill." Also, as previously reported, GCROI purchased the assets of the Cadillac Ranch restaurant operated by CR Minneapolis, LLC at the Mall of America in Bloomington, Minnesota ("MOA"), for $1.4 million, pursuant to an Asset Purchase Agreement under the MAPA with CR Minneapolis, LLC, REG and Mr. Field and GCROI purchased the assets of the Cadillac Ranch restaurant operated by Kendall CR LLC in Miami, Florida ("Kendall"), for $1.4 million, pursuant to an Asset Purchase Agreement under the MAPA with Kendall CR LLC, REG and Mr. Schilder.

On December 30, 2011, GCROI purchased the Cadillac Ranch restaurant assets in Oxon Hill, Maryland ("National Harbor"); Annapolis, Maryland ("Annapolis"); and Indianapolis, Indiana ("Indy"). The closing of such asset purchases is described below.

On December 30, 2011, the MAPA was amended for a third time ("Amendment No. 3") to provide that the parties will use their best efforts to enter into separate asset purchase agreements providing for the purchase of (1) the assets of the restaurant under construction in Indianapolis, Indiana ("Keystone"); (2) the restaurant assets in Hallandale Beach, Florida ("Hallendale"); and (3) the restaurant assets in Pittsburgh, Pennsylvania ("Pittsburgh"), subject in all cases to the satisfaction of all conditions precedent to the parties' obligations under the MAPA, as amended, which are described below, including approval by Granite City's Board of Directors for the purchase of the Hallandale assets, which were excluded by the first amendment to the MAPA. Granite City's obligations under the MAPA, as amended, are subject to additional conditions including, but not limited to, Granite City obtaining financing required to consummate the asset purchases; Granite City completing a satisfactory due diligence review of the assets of the sellers; and Granite City's determination that audited financial statements for the acquired restaurant assets can be completed. There can be no assurance that any or all of these conditions will be met.

Subject to the foregoing conditions, Amendment No. 3 provides that (1) the Keystone asset purchase shall close on January 6, 2012, but no later than January 13, 2012, (2) the Hallandale asset purchase shall close on January 20, 2012, but no later than February 1, 2012, and (3) the Pittsburgh asset purchase shall close at such time as a liquor license can be issued to GCROI by the Pennsylvania Liquor Control Board, which the parties expect to occur within the next three to six months. Amendment No. 3 further provides that the parties will enter into a management agreement for the operation of Keystone pending approval of the transfer of the liquor license by the Indiana Alcohol and Tobacco Commission. Until closing on Pittsburgh, Amendment No. 3 provides that GCROI will provide consulting services to the seller for a monthly consulting fee of $17,500.

Amendment No. 3 further provided that, upon purchase of the assets of at least four of the restaurants (excluding MOA), GCROI shall purchase from REG, and REG shall sell and assign to GCROI, pursuant to the terms of an assignment of intellectual property, any and all rights of REG in the REG intellectual property assets (as defined in the related agreement), subject to a reservation by REG of

a non-exclusive, non-royalty bearing license for the use of certain intellectual property at existing restaurants or bars operated by the seller or REG. To that end, REG and GCROI entered into an Assignment of Intellectual Property, dated December 30, 2011 ("AIP"). GCROI subsequently assigned its rights in such intellectual property to Granite City.

Although the aggregate purchase price for the assets purchasable pursuant to the MAPA, as amended, remains $9.2 million, Amendment No. 3 includes the following detailed allocation of purchase price among the assets:

Pittsburgh                    $   900,000
Indy                          $   800,948
Keystone                      $   592,829
Kendall                       $ 1,442,894
MOA                           $ 1,400,000
Annapolis                     $ 1,350,000
National Harbor               $ 1,174,600
Hallandale                    $         0
REG (intellectual property)   $ 1,538,729

The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the MAPA, Amendment No. 1 and Amendment No. 2 thereto, copies of which were previously filed with the Securities and Exchange Commission, and Amendment No. 3 thereto (including the form of AIP), which is attached hereto as Exhibit 2.4, all of which are incorporated by reference herein. The benefits of the representations and warranties set forth in the MAPA, as amended, are intended to be relied upon only by the parties to such agreement, and do not constitute continuing representations and warranties of Granite City to any other party for any other purpose.

National Harbor, Annapolis and Indy Asset Purchases

On December 30, 2011, GCROI purchased (1) the assets of the Cadillac Ranch restaurant operated by CR NH, LLC in Oxon Hill, Maryland, for $1,174,600, pursuant to an Asset Purchase Agreement with CR NH, LLC, REG and Mr. Schilder (the "National Harbor APA"), (2) the assets of the Cadillac Ranch restaurant operated by Parole CR, LLC in Annapolis, Maryland, for $1,350,000, pursuant to an Asset Purchase Agreement with Parole CR, LLC, REG and Mr. Field (the "Annapolis APA"), and (3) the assets of the Cadillac Ranch restaurant operated by Indy CR, LLC in Indianapolis, Indiana, for $800,948, pursuant to an Asset Purchase Agreement with Indy CR, LLC, REG and Mr. Field (the "Indy APA").

Attached hereto as Exhibit 99 and incorporated by reference herein is a copy of the press release of Granite City, dated December 30, 2011, relating to the closing of these three asset purchases.

The foregoing description does not purport to be complete and is qualified in . . .