Exhibit 10.2


AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT


THIS AMENDMENT NO. 1 TO COMMON STOCK PURCHASE
WARRANT (this “Amendment”), dated as of November 24, 2020, is by and between BJ’s Restaurants,
Inc., a California corporation (the “Corporation”), and BJ’s Act III, LLC (together with any assigns,
the “Holder”).


WHEREAS, Holder is the holder of that certain
Common Stock Purchase Warrant, having an initial issuance date of May 5, 2020, granting the Holder the right to acquire up to 875,000
shares of the Common Stock, no par value, of the Corporation (the “Warrant”); and


WHEREAS, Holder and the Corporation wish
to amend the Warrant to provide for certain changes to the anti-dilution rights contained therein.


NOW, THEREFORE, in consideration of the mutual
agreements herein contained, the parties hereto agree as follows:


1.       Defined
Terms. Capitalized terms used but not otherwise defined herein shall have the meanings provided to such terms in the Warrant.


2.       Amendment
to Provisions Regarding Issuances at Less than Fair Market Value. Section 3(c) of the Warrant is hereby amended to include
the following paragraph iii.:


“iii.Notwithstanding anything to the contrary
contained in this Warrant, in no event shall the Exercise Price resulting from the adjustments described in this Section 3(c)
be below $20.00 per share (the “Floor Exercise Price”) (such Floor Exercise Price being subject to proportionate
adjustment in the event of stock splits, dividends or similar events as described in elsewhere in this Section 3).”


3.       Miscellaneous
Provisions.


3.1       Successors.
All the covenants and provisions of this Amendment by or for the benefit of the Corporation or the Holder shall bind and inure
to the benefit of their respective successors and assigns.


3.2       Governing
Law; Jurisdiction. The validity, interpretation, and performance of this Amendment shall be governed in all respects by the
laws of the State of California, in accordance with the provisions of Section 5(d) of the Warrant.


3.3       Counterparts.
This Amendment may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


3.4       Effect
of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the
interpretation thereof.


3.5        Severability.
This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


3.6       No
Other Amendment. Except as specifically set forth in this Amendment, the terms of the Warrant shall remain unchanged and in
full force and effect.


[Signature pages follow]


 






     


     


    

IN WITNESS WHEREOF, the Corporation
and the Holder have caused this Amendment to be executed by its officer thereunto duly authorized as of the date first above indicated.


 


 


	 	BJ’S RESTAURANTS, INC.
	 	 
	 	 
	 	By:  /s/ GREGORY S. LEVIN
	 	Name:  Gregory S. Levin,
	 	Title:    President & Chief Financial Officer 






 


 


 


 


 


 


 


 


[Signature Page to Amendment No.1 to Common Stock Purchase Warrant]


 






     


     


    

IN WITNESS WHEREOF, the Corporation
and the Holder have caused this Amendment to be executed by its officer thereunto duly authorized as of the date first above indicated.


 


 


	 	BJ’S ACT III, LLC
	 	 
	 	 
	 	By:  /s/ RONALD M. SHAICH
	 	Name: Ronald M. Shaich
	 	Title:   Chief Executive Officer






 


 


 


 


 


 


 


[Signature Page to Amendment No.1 to Common Stock Purchase Warrant]