EXHIBIT
10.1

    


    AGREEMENT

    


    AGREEMENT dated as of this 30th day of
June, 2009, by and among Prime Logic Capital LLC, a Delaware limited liability
company (“PLC”), Cantor Fitzgerald & Co., a New York partnership (“Cantor”),
and Nathan’s Famous, Inc., a Delaware corporation (the “Company”).

    


    RECITALS:

    


    WHEREAS, PLC is, on the date
hereof, the record and beneficial owner of 238,129 shares of Common Stock, par
value $.01 per share, of the Company (the “Shares”); and

    


    WHEREAS, pursuant to the terms
and conditions contained herein, (i) PLC wishes to sell the Shares to Cantor,
(ii) Cantor wishes to purchase the Shares from PLC and resell the Shares to the
Company, and (iii) the Company wishes to purchase the Shares from
Cantor.

    


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

     

    1.           Sale of
Shares.

     

    A.           PLC
hereby agrees to sell the Shares to Cantor, and Cantor hereby agrees to purchase
the Shares from PLC.  Cantor shall pay to PLC $12.60 per share
and   PLC shall deliver the Shares to Cantor by means of book
entry transfer.  Cantor shall deliver funds upon receipt of shares and
the transaction shall settle in the ordinary manner on T+3 from trade
date.

     

    B.           Subject
to and conditioned upon the consummation of the sale of the Shares from PLC to
Cantor referred to in Section 1(A) hereof, Cantor hereby agrees to sell the
Shares to the Company, and the Company hereby agrees to purchase the Shares from
Cantor.  The Company shall pay to Cantor $12.63 per share and Cantor
shall deliver the Shares to the Company by means of book entry
transfer.  The Company shall deliver funds upon receipt of shares and
the transaction shall settle in the ordinary manner on T+3 from trade
date.

     

    2.           PLC  Acknowledgements.  PLC
hereby acknowledges the following to Cantor and the Company:

     

    A.           Cantor
or the Company has, or may have, material, non-public information relating to
the Company, including relating to the Company’s results of operations for the
fiscal quarter ending June 28, 2009.

     

    B.           any
non-public information may impact the value of the Shares being
sold.

     

    C.           PLC
has not requested and does not wish to receive any non-public information from
the Company.


    
      
         


      

      
         

        
          

        

      

      
         


      

    


    3.           Cantor  Acknowledgements.  Cantor
hereby acknowledges the following to the Company:

     

    A.           the
Company has, or may have, material, non-public information relating to the
Company, including relating to the Company’s results of operations for the
fiscal quarter ending June 28, 2009.

     

    B.           any
non-public information may impact the value of the Shares being
sold.

     

    C.           Cantor
has not requested and does not wish to receive any non-public information from
the Company.


     

    4.           PLC
Representations, Warranties and Covenants.  PLC hereby
represents, warrants and covenants to Cantor and the Company as
follows:

     

    A.           PLC
has full corporate power and authority to execute and deliver this agreement and
to perform its obligations hereunder.  This agreement and each other
document, instrument or agreement executed and delivered by PLC in connection
with the transactions contemplated hereby has been duly executed and delivered
by PLC and constitutes the valid and legally binding obligation of PLC,
enforceable against it in accordance with its terms and conditions, except as
the enforceability thereof may be limited by bankruptcy, insolvency or other
laws relating to or affecting creditors’ rights.

     

    B.           PLC
is the legal and beneficial owner of the Shares and has the right to transfer
the whole of the legal and beneficial interest in and title to the Shares, which
will be transferred to the Company on the closing date free from any pledge,
charge, security interest, hypothecation, restriction, encumbrance, right to
acquire, right of pre-emption, option, conversion right, third party right or
interest right of set off or counterclaim, equities, trust arrangement or any
other type of preferential agreement (collectively, “Liens”).

     

    C.           Notwithstanding
the provisions of Section 2, PLC has sufficient information on which to base its
decision to sell the Shares.

     

    D.           Neither
Cantor nor the Company has made any representations (oral or otherwise) upon
which PLC is relying in connection with the sale of the Shares.

     

    E.           PLC
has conducted its own analysis and its own due diligence with respect to the
transaction, and it has conducted such analysis to whatever extent it considers
appropriate to form a basis for its decision to sell the Shares.

     

    F.           PLC
is experienced and sophisticated in financial and business matters and it is, on
its own, capable of evaluating the merits and the risks of the sale of the
Shares. In making its decision to sell the Shares, PLC has relied solely on its
own advisors, and not on the advice of Cantor, the Company or the Company’s
advisors or legal counsel.


    
      
         


      

      
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    G.           in
consideration for Cantor’s purchase of the Shares, PLC, for and on behalf of
itself, its affiliates, attorneys, successors, and assigns, hereby waives,
remits, releases and forever discharges Cantor and the Company and each of their
respective subsidiaries (direct or indirect), affiliates, shareholders, board
members, officers, directors, trustees, beneficiaries, employees,
representatives, personal representatives, trust companies, corporate service
companies, executors, servants, attorneys in fact and at law, agents, insurers,
sureties, heirs, successors and assigns (collectively, “Cantor/Company Releasees”)
from any and all manner of action, claims, liens, demands, liabilities,
potential or actual causes of action, charges, complaints, suits (judicial,
administrative, or otherwise), damages, debts, demands, obligations of any other
nature, past or present, known or unknown, whether in law or in equity, whether
founded upon contract (expressed or implied), tort (including, but not limited
to, defamation), statute or regulation (State, Federal or local), common law
and/or other theory or basis, from the beginning of the world to the date
hereof, relating to any non-disclosure by Cantor or the Company to PLC of any
material, non-public information relating to the Company.

     

    H.           PLC
also covenants not to sue or otherwise participate in any action or class action
against, any of the Cantor/Company Releasees based upon any of the claims
released in paragraph G, above.

     

    I.           PLC
fully understands the effect of its waiver contained herein and elects to
proceed with the sale of the Shares to Cantor.

     

    5.           Cantor
Representations, Warranties and Covenants.  Cantor hereby
represents, warrants and covenants to the Company as follows:

     

    A.           Cantor
has full partnership power and authority to execute and deliver this agreement
and to perform its obligations hereunder.  This agreement and each
other document, instrument or agreement executed and delivered by Cantor in
connection with the transactions contemplated hereby has been duly executed and
delivered by Cantor and constitutes the valid and legally binding obligation of
Cantor, enforceable against it in accordance with its terms and conditions,
except as the enforceability thereof may be limited by bankruptcy, insolvency or
other laws relating to or affecting creditors’ rights.

     

    B.           Following
the purchase by Cantor of the Shares from PLC in the transaction referred to in
Section 1(A) hereof, Cantor will be the legal and beneficial owner of the Shares
and will have the right to transfer the whole of the legal and beneficial
interest in and title to the Shares, which will be transferred to the Company on
the closing date free from any Liens.

     

    C.           Notwithstanding
the provisions of Section 3, Cantor has sufficient information on which to base
its decision to sell the Shares.

     

    D.           The
Company has not made any representations (oral or otherwise) upon which Cantor
is relying in connection with the sale of the Shares.

     

    E.           Cantor
has conducted its own analysis and its own due diligence with respect to the
transaction, and it has conducted such analysis to whatever extent it considers
appropriate to form a basis for its decision to sell the Shares.

     

    F.           Cantor
is experienced and sophisticated in financial and business matters and it is, on
its own, capable of evaluating the merits and the risks of the sale of the
Shares. In making its decision to sell the Shares, Cantor has relied solely on
its own advisors, and not on the advice of Cantor, the Company or the Company’s
advisors or legal counsel.


    
      
         


      

      
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    G.           In
consideration for the Company’s purchase of the Shares, Cantor, for and on
behalf of itself, its affiliates, attorneys, successors, and assigns, hereby
waives, remits, releases and forever discharges the Company and each of its
subsidiaries (direct or indirect), affiliates, shareholders, board members,
officers, directors, trustees, beneficiaries, employees, representatives,
personal representatives, trust companies, corporate service companies,
executors, servants, attorneys in fact and at law, agents, insurers, sureties,
heirs, successors and assigns (collectively, “Company Releasees”) from any
and all manner of action, claims, liens, demands, liabilities, potential or
actual causes of action, charges, complaints, suits (judicial, administrative,
or otherwise), damages, debts, demands, obligations of any other nature, past or
present, known or unknown, whether in law or in equity, whether founded upon
contract (expressed or implied), tort (including, but not limited to,
defamation), statute or regulation (State, Federal or local), common law and/or
other theory or basis, from the beginning of the world to the date hereof,
relating to any non-disclosure by Cantor or the Company to Cantor of any
material, non-public information relating to the Company.

     

    H.           Cantor
also covenants not to sue, or otherwise participate in any action or class
action against, any of the Company Releasees based upon any of the claims
released in paragraph G, above.

     

    I.           Cantor
fully understands the effect of its waiver contained herein and elects to
proceed with the sale of the Shares to the Company.

     

    3.           Survival.
All representations, warranties and covenants of PLC and Cantor contained in
this agreement shall survive the closing of the transactions contemplated
hereby.

     

    4.           Miscellaneous.

     

    A.           This
agreement shall be governed by and construed in accordance with the laws of New
York State, notwithstanding the operation of any conflict or choice of law
statues or decisional law to the contrary.  Each of PLC and Cantor
hereby consents to the jurisdiction of the Federal and state courts located in
the Borough of Manhattan, City and State of New York, in connection with any
disputes under this agreement.

     

    B.           If
at any time after the date of the execution of this agreement, any provision of
this agreement shall be held to be illegal, void or unenforceable by a court of
competent jurisdiction, such provision shall be of no force and effect;
provided, however, that the illegality or unenforceability of such provision
shall have no effect upon, and shall not impair the enforceability of, any other
provision of this agreement.

     

    C.           This
agreement constitutes the entire agreement and understanding among the parties,
and it supersedes any and all prior representations, understandings and
agreements, whether written or verbal.  This agreement cannot be
changed orally.  Any amendments to this agreement must be made in
writing and signed by the parties.

     

    D.           Each
of the signatories to this agreement agrees to execute all such further
documents, and to take all such further action, as may be deemed necessary or
advisable in order to effectuate the intent and purpose of this
agreement.


    
      
         


      

      
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    E.           This
agreement may be executed in counterparts and/or by facsimile transmission, each
of which when executed shall be deemed to be an original and all of which
together shall constitute a single instrument binding upon the parties hereto;
provided, however, that originally signed documents shall also be
provided.  All fully executed copies shall be considered duplicate
originals, equally admissible in evidence.

    


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    IN
WITNESS WHEREOF, the parties hereto have caused this agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.

    


    
      
        	 
      	
                PRIME
      LOGIC CAPITAL LLC

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Marc Cummings

              
	 
      	
                Title:
      Partner

              
	 
      	 
      	 
      
	 
      	
                CANTOR
      FITZGERALD & CO.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/Heid Olson

              
	 
      	
                Title:
      CAO

              
	 
      	 
      	 
      
	 
      	
                NATHAN’S
      FAMOUS, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/Eric Gatoff

              
	 
      	
                Title:
CEO

              


      

    


    
      
         


      

      
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    Exhibit
A

    


    Cantor
Bank Account Information


    
      
         


      

      
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    Exhibit
B

    


    Nathan’s
Bank Account Information