REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of May [●], 2020, is made and entered into by and among BJs Restaurants, Inc., a California corporation (the Company), and the investors listed on the Schedule of Investors attached hereto as Schedule 1 (each, an Investor and collectively, the Investors).
WHEREAS, pursuant to the Securities Purchase Agreement by and among the Company and each of the Investors, dated as of May 1, 2020 (the Purchase Agreement), the Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to issue and sell, at the Closing, to the Investors 375,000 shares of the Companys common stock, no par value per share (the Common Stock);
WHEREAS, pursuant to the Common Stock Purchase Warrant (the Warrant) between the Company and SC 2018 Trust LLC, dated as of the date hereof (the Warrant), the Investors have agreed, upon the terms and subject to the conditions of the Warrant, at any time and from time to time on or prior to the close of business on May , 2025 but not thereafter, to subscribe for and purchase from the Company, up to 875,000 shares of the Common Stock (as subject to adjustment under the Warrant and together with any other capital stock of the Company then purchasable upon exercise of the Warrant in accordance with the terms of the Warrant, the Warrant Shares);
WHEREAS, in accordance with the terms of the Purchase Agreement, the Company has agreed to provide Investors certain registration rights under the Securities Act of 1933 (the 1933 Act), and the rules and regulations thereunder, and applicable state securities laws.
NOW, THEREFORE, in consideration of the foregoing and the agreements contained in this Agreement, and intending to be legally bound by this Agreement, the Company and the Investors agree as follows:
1. Definitions. Capitalized terms used and not otherwise defined in this Agreement that are defined in the Purchase Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the respective meanings set forth in this Section 1:
1933 Act shall have the meaning set forth in the preamble of this Agreement.
Agreement shall have the meaning set forth in the preamble of this Agreement.
Automatic Shelf Registration Statement means an automatic shelf registration statement as defined in Rule 405 under the 1933 Act.
Business Day means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which banking institutions in New York, New York generally are authorized or obligated by law, regulation or executive order to close.
Commission means the United States Securities and Exchange Commission.