Item 1.01. Entry into a Material Definitive Agreement.

On June 30, 2009, Nathan's Famous, Inc., a Delaware corporation (the "Company"), Prime Logic Capital LLC, a Delaware limited liability company ("PLC") and Cantor Fitzgerald & Co., a New York partnership ("Cantor") entered into an agreement (the "Purchase Agreement") pursuant to which PLC sold to Cantor, and Cantor then sold to the Company, 238,129 shares of the Company's common stock, par value $.01 per share ("Common Stock"). The Company paid a purchase price of an aggregate $ 3,007,569 for such shares of Common Stock. The Company entered into the Purchase Agreement in order to affect a purchase under its previously announced stock purchase plan for the purchase of up to 500,000 shares. There is no material relationship between the Company and either PLC or Cantor other than in respect of the Purchase Agreement.

---