Common use of Applicable Law; Additional Terms Clause in Contracts

Applicable Law; Additional Terms. This Agreement will be governed by and construed in accordance with the laws of the State of New York. The additional terms, representations, warranties, covenants and agreements, if any, set forth under “Other Terms” in Schedule I hereto are incorporated into this Agreement by reference. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, ▇▇▇▇▇▇ BROTHERS HOLDINGS INC. By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. ▇▇▇▇▇▇ BROTHERS INC. Name: Title: Acting on behalf of any other Representative named in Schedule I annexed hereto and the several Underwriters named in Schedule II annexed hereto. Registration Statement No.: 333- Representative and Address: ▇▇▇▇▇▇ Brothers Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Fixed Income Syndicate With a copy to: ▇▇▇▇▇▇ Brothers Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: General Counsel Title of Securities: Principal Amount or Number of Firm Securities to be issued: $ Maximum Principal Amount or Number of Option Securities to be issued: $ Stated Maturity Date: Valuation Date: Payments: Indenture: Trustee: Calculation Agent: Form of Securities: Repurchase provisions: Redemption provisions: Listing: Price to public: Purchase price: Currency of purchase: Form of Payment: First Delivery Date, Time and Location: Date: Time: Location: Delayed Delivery Arrangements: Other Terms: ▇▇▇▇▇▇ Brothers Inc $ [Any other Underwriter] $ [ ] Total $ Dear Sirs: The undersigned hereby agrees to purchase from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Company”), and the Company agrees to sell to the undersigned, [$] [principal amount] [number] of the Company’s [Title of Securities] (hereinafter called the “Securities”), offered by the Company’s Prospectus dated , 20 , and related Prospectus Supplement dated , 20 , receipt of a copy of which is hereby acknowledged, at a purchase price of [ % of the principal amount thereof, plus accrued interest from the date from which interest accrues as set forth below] [ per Warrant, Purchase Contract or Unit], and on the further terms and conditions set forth in this contract. [The undersigned will purchase the Securities from the Company on , 20 , (the “Delivery Date”) [and interest on the Securities so purchased will accrue from , 20 )]. [The undersigned will purchase the Securities from the Company on the delivery date or dates and in the principal amount or amounts set forth below: $ [ ] , 20 , 20 $ [ ] , 20 , 20 Each such date on which Securities are to be purchased hereunder is hereinafter referred to as a “Delivery Date”]. Payment for the Securities to be purchased by the undersigned shall be made on or before [a.m.][p.m.], New York City time, on [the] [each] Delivery Date to or upon the order of the Company in New York Clearing House (next day) funds, at your office or at such other place as shall be agreed between the Company and the undersigned upon delivery to the undersigned of the Securities in definitive fully registered form and in such authorized denominations and registered in such names as the undersigned may request by written or telegraphic communication addressed to the Company not less than five full business days prior to the Delivery Date. If no request is received, the Securities will be registered in the name of the undersigned and issued in a denomination equal to the aggregate principal amount of Securities to be purchased by the undersigned on the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on [the][each] Delivery Date, and the obligation of the Company to sell and deliver Securities on the Delivery Date, shall be subject to the conditions (and neither party shall incur any liability by reason of the failure thereof) that (1) the purchase of Securities to be made by the undersigned, which purchase the undersigned represents is not prohibited on the date hereof, shall not on [the][each] Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject, and (2) the Company, on or before [the][each] Delivery Date, shall have sold to certain underwriters (the “Underwriters”) such principal amount of Debt Securities and/or number of Warrants, Purchase Contracts or Units as is to be sold to them pursuant to the Underwriting Agreement referred to in the Prospectus and Prospectus Supplement mentioned above. Promptly after completion of such sale to the Underwriters, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinion of counsel for the Company delivered to the Underwriters in connection therewith. The obligation of the undersigned to take delivery of and make payment for the Securities, and the obligation of the Company to cause the Securities to be sold and delivered, shall not be affected by the failure of any purchaser to take delivery of and make payment for the Securities pursuant to other contracts similar to this contract. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that acceptance of this contract and other similar contracts is in the Company’s sole discretion and, without limiting the foregoing, need not be on a first come, first served basis. If this contract is acceptable to the Company, it is required that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned, as of the date first above written, when such counterpart is so mailed or delivered. This agreement shall be governed by and construed in accordance with the laws of the State of New York. Very truly yours, By (Signature and Title of Officer) Accepted: ▇▇▇▇▇▇ Brothers Holdings Inc. A. Additional Representations and Warranties The Company further represents and warrants to each Underwriter that: