GRANT OF SECURITY INTEREST (TRADEMARKS)


  


Dated: October 31, 2011


  


The undersigned, THE
ONE GROUP, LLC, a Delaware limited liability company (the "Grantor"), is obligated to HERALD
NATIONAL BANK (the "Secured Party") under the Credit Agreement, dated as of October 31, 2011 (as it may
be amended, restated, supplemented or otherwise modified from time to time), by and among the Grantor, One 29 Park
Management, LLC, STK-Las Vegas, LLC and STK Atlanta, LLC (collectively, the "Borrowers"), and the Secured
Party, and pursuant to which the Borrowers have entered into the Security Agreement, dated as of October 31, 2011 (as
amended, restated, supplemented or otherwise modified from time to time, the "Security Agreement"), by and
among the Borrowers and the Secured Party.


  


Pursuant to the Security
Agreement, the Grantor has granted to the Secured Party a security interest in and to all of the present and future right, title
and interest of the Grantor in and to the trademarks listed on Schedule 1, which trademarks are registered in the United States
Patent and Trademark Office (the "Trademarks"), together with the goodwill of the business symbolized by the Trademarks
and the applications and registrations thereof, and all proceeds thereof, including, without limitation, any and all causes of
action which may exist by reason of infringement thereof (the "Collateral"), to secure the prompt payment, performance
and observance of the Obligations (as defined in the Security Agreement).


 


For good and valuable
consideration, the receipt of which is hereby acknowledged, and for the purpose of recording the grant of the security interest
as aforesaid, the Grantor does hereby further grant to the Secured Party a security interest in the Collateral to secure the prompt
payment, performance and observance of the Obligations.


 


The Grantor does hereby
further acknowledge and affirm that the rights and remedies of the Secured Party with respect to the security interest in the Collateral
made and granted hereby are set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein
by reference as if fully set forth herein.


 


The Secured Party's address is: 623 Fifth Avenue, New York,
New York 10022.


 


[Signature Page
to Follow]


 




    	 



    	 



    

 


IN WITNESS WHERE0F, the Grantor has caused this Grant of Security Interest (Trademarks) to be duly executed
by its duly authorized officer as of the date first set forth above.


 


	 	THE ONE GROUP, LLC	 
	 	 	 
	 	By:	/s/ Jonathan Segal	 
	 	Name: Jonathan Segal	 
	 	Title: Chief Executive Officer	 


 


Signature Page to Grant of Security Interest
(Trademarks)


 




    	 



    	 



    

 


 


	STATEOFNEWYORK	)	 
	 	) ss.:	
	COUNTY OF NEW YORK	)	 


  


On the 27th
of October in the year 2011 before me, the undersigned, personally appeared Jonathan Segal,
personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to
the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument,
the individual, or the person upon behalf of which the individual acted, executed the instrument. 


 


	/s/ Ryan Lewendon
	 
	Notary Public	 


 


My Commission Expires:


 


2/09/13


  





	 	RYAN LEWENDON. . . . . 	 
	 	NOTARY PUBLIC STATE Of NEW YORK	 
	 	NEW YORK COUNTY	 
	 	uc. #02LE6201029	 
	 	COMM. EXP. 02/09/2013	 



 



    	 



    	 



    

 


Schedule 1


to


Grant of Security Interest (Trademarks)


by The One Group,
LLC


Dated as of October ___, 2011


 


U.S. Federal
Trademark Registrations


 


	KGP

 NO.	 	MARK	 	APPLICATION/

REGISTRATION 

NO.	 	APPLICANT	 	(CLASS) GOODS 

AND/OR 

SERVICES	 	STATUS
	
        915-002 (Formerly 484/24)
	 	STK	 	
        SN:78/691,571, filed 8/2/05 

         RN: 3188230, Issued: 12/19/06
	 	
        THE ONE GROUP LLC
	 	(Class 43) Bar services; Restaurants.	 	8&15 due 12/19/12 8&9 due 12/19/16
	
        915-004 (Formerly 484/36)
	 	
        Not Your Daddy’s Steakhouse
	 	
        SN: 77/003,892, filed 9/21/06

         RN:3267266, Issued: 7/24/07
	 	
        THE ONE GROUP LLC
	 	(Class 43) Restaurant and bar services.	 	
        8&15 due 7/24/13 8&9 due 7/24/17

	
        915-006 (Formerly 484/41)
	 	STK Logo	 	
        SN: 77/239,608, filed 7/26/07

        RN: 3,381,619 Issued: 2/12/08
	 	
        THE ONE GROUP LLC
	 	(Class 43) Restaurants; Bar services	 	
        Final deadline to file 8 & 15 DUE 2/12/14

         renewal deadline 8 & 9 DUE 2/12/18

	915-013	 	STKOUT	 	
        SN: 77/875,804 filed:11/18/09
	 	
        THE ONE GROUP LLC
	 	(Class 43) Cafe and restaurant services; Cafe- restaurants; Restaurant, bar and catering services; Restaurants; Cafes; Cocktail lounges; Wine bars; Bar services	 	
        foreign priority deadline 5/18/10

         response due to office action 7/4/10