Exhibit 4.1


 





AMENDMENT NO. 1 TO RIGHTS AGREEMENT


This Amendment No. 1 to Rights Agreement
(this “Amendment”), dated as of June 14, 2018, is between NATHAN’S FAMOUS, INC., a Delaware corporation (the
 “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (the “Rights Agent”).


W I T N E S S E T H :


WHEREAS, the Company and the Rights Agent
are parties to a Rights Agreement, dated as of June 5, 2013 (the “Rights Agreement”);


WHEREAS, pursuant to the Rights Agreement
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 of the Company;


WHEREAS, the Final Expiration Date (as
defined in the Rights Agreement) of the Rights distributed pursuant to the Rights Agreement is June 17, 2018;


WHEREAS, the Company is in the process
of preparing a new Rights Agreement (the “New Rights Agreement”) between the Company and the Rights Agent, which if
adopted, would provide that the Company will distribute a new Right (as defined in the New Rights Agreement) to each holder of
shares of common stock of the Company; and


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


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


		1.	AMENDMENT OF SECTION 7.



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


(a) The registered holder of any Right Certificate
may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions
set forth in Sections 7(e), 9(c), 11(a)(ii), 11(a)(iii) and 23(b)) 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 Common Stock as to which the Rights are exercised, at or prior to the close of business on the earlier of (i) September
30, 2018 (the “Final Expiration Date”), or (ii) the date on which the Rights are redeemed as provided in Section 23
(the “Redemption Date”); or (iii) the time at which the Rights are exchanged as provided in Section 24 hereof (the
earlier of (i), (ii) and (iii) being the “Expiration Date”).



    	 



     


    




		2.	AMENDMENT OF EXHIBIT A AND EXHIBIT B.



References in Exhibit A and Exhibit B
of the Rights Agreement to “June 17, 2018” shall be deemed to be references to “September 30, 2018.”


		3.	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, LLC
	 	 
	 	By:	
        /s/ Paula Caroppoli

	 	 	Name:	Paula Caroppoli
	 	 	Title:	Senior Vice President


 



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