GORDON BIERSCH BREWERY RESTAURANT GROUP, INC. Common Stock, without par value Form of Underwriting AgreementGordon Biersch Brewery Restaurant Group, Inc. • June 6th, 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 RSTW Partners III, L.P. (the “RSTW Shareholder”) proposes, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [ ] shares of Stock, and, at the election of the Underwriters, the Company and Hancock Park Capitol II, L.P. (the “HP Shareholder”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters up to [ ] additional shares of Stock. The aggregate of [ ] shares to be sold by the Company and the RSTW Shareholder is herein called the “Firm Shares” and the aggregate of [ ] additional shares to be sold by the Company and the HP Shareholder is herein called the “Optional Shares.” The Firm Shares
