GORDON BIERSCH BREWERY RESTAURANT GROUP, INC. Common Stock, without par value Form of Underwriting AgreementGordon Biersch Brewery Restaurant Group, Inc. • May 17th, 2006 • Retail-eating places • New York
Gordon Biersch Brewery Restaurant Group, Inc., a Tennessee corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares of common stock, without par value (“Stock”), of the Company and, at the election of the Underwriters, up to [ ] additional shares of Stock. The aggregate of [ ] shares to be sold by the Company is herein called the “Firm Shares” and the aggregate of [ ] additional shares to be sold by the Company is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
