First Amendment to Asset Purchase Agreement, dated February 21, 2020 to Asset Purchase Agreement, dated February 11, 2020
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. |
12378957v1
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. |
12378957v1
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 |
12378957v1
