Unassociated Document


    Exhibit
      4.1


    AMENDMENT
      NO. 2 TO RIGHTS AGREEMENT

    


    


    THIS
      AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this "Amendment"), dated as of June 4,
      2008, is between Nathan’s Famous, Inc., a Delaware corporation (the "Company"),
      and American Stock Transfer & Trust Company, as rights agent (the "Rights
      Agent").

    


    WHEREAS,
      the Company and the Rights Agent are parties to a Third Amended and Restated
      Rights Agreement, dated as of December 10, 1999 (the "Rights Agreement");
      and

    


    WHEREAS,
      pursuant thereto and the provisions of the certificate of incorporation of
      the
      Company, the Company distributed a Right (as defined in the Rights Agreement)
      to
      each holder of shares of Common Stock (as defined in the Rights Agreement)
      of
      the Company; 

    


    WHEREAS,
      the Board of Directors previously amended the terms and provisions of the Rights
      Agreement by approving and authorizing an Amendment No. 1 to the Rights
      Agreement dated as of June 15, 2005 (as amended to date, the “Amended Rights
      Agreement”); and

    


    WHEREAS,
      the Company desires to further amend the Amended Rights Agreement pursuant
      to
      Section 27 of the Amended Rights Agreement as set forth below.

    


    NOW,
      THEREFORE, the Amended Rights Agreement is hereby amended as
      follows:

    


    
      	
            	1.	
              AMENDMENT
                OF SECTION 7.

            


    

    


    Section
      7
      of the Amended Rights Agreement is amended by deleting subsection (a) thereof
      and replacing it in its entirety with the following:

    


    “(a)
      Subject to Section 7(e) hereof, the registered holder of any Right Certificate
      may exercise the Rights evidenced thereby (except as otherwise provided herein)
      in whole or in part at any time after the Distribution Date upon surrender
      of
      the Right Certificate, with the form of election to purchase on the reverse
      side
      thereof duly executed, to the Rights Agent at the principal office of the Rights
      Agent in New York, New York, together with payment of the Purchase Price for
      each share of the Common Stock as to which the Rights are exercised, at or
      prior
      to the close of business on the earlier of (i) June 4, 2008 (the “Final
      Expiration Date”), or (ii) the date on which the Rights are redeemed as provided
      in Section 23 (such earlier date being herein referred to as the “Expiration
      Date”); or (iii) the time at which the Rights are exchanged as provided in
      Section 24 hereof; provided,
      however,
      that if
      the number of Rights exercised would entitle the holder thereof to receive
      any
      fraction of a share of Common Stock greater than one-half of a share, the holder
      thereof shall not be entitled to exercise such Rights unless such holder
      concurrently purchases from the Company (and in such event the Company shall
      sell to such holder), at a price in proportion to the Purchase Price, an
      additional fraction of a share of Common Stock which, when added to the number
      of shares of Common Stock to be received upon such exercise, will equal an
      integral number of shares of Common Stock.”


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
            	2.	
              MISCELLANEOUS.

            


    

    


    Except
      as
      expressly amended hereby, the Amended Rights Agreement shall continue in full
      force and effect in accordance with the provisions thereof on the date hereof.
      This Amendment shall be deemed to be a contract made under the laws of the
      State
      of Delaware and for all purposes shall be governed by and construed in
      accordance with the laws of such state applicable to contracts to be made and
      performed entirely within such state. This Amendment may be executed in any
      number of counterparts, 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. Terms not defined herein shall, unless the
      context otherwise requires, have the meanings assigned to such terms in the
      Amended Rights Agreement.

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
      executed as of the date set forth above.

    


    
      	NATHAN’S
              FAMOUS, INC.	 
	 	 	 
	
              By:

            	
               /s/
                Eric
                Gatoff                           

            	 
	Name:
              Eric Gatoff	 
	Title:
              Chief Executive Officer	 
	 	 	 
	AMERICAN
              STOCK TRANSFER & TRUST COMPANY as Rights Agent	 
	 	 	 
	
              By:

            	
               /s/
                Herbert
                Lemmer                  

            	 
	Name:
              Herbert Lemmer	 
	Title:
              Vice President