TRANSFER
AGREEMENT


 


THIS
TRANSFER AGREEMENT (this "Agreement")
is made, as of this 1st day of January, 2012
(the "Effective Date"),
by and between MODERN
HOTELS (HOLDINGS) LIMITED, an
entity formed under the laws
of the Channel Islands ("Modem"),
and THE ONE GROUP, LLC, a Delaware limited liability company ("TOG"),
each having an address as
set forth on the signature page to this Agreement.


 


WHEREAS, Modem
presently has a 54.14% ownership interest in JEC II,
LLC, a New


York limited liability
company ("JEC
II");


 


WHEREAS,
Modem desires to transfer to TOG, and TOG desires to
accept from Modem all of
its right, title and interest of any nature whatsoever in or
to JEC II (the "Interest")
in consideration of the Purchase Consideration (as
hereinafter defined) in accordance with the terms herein
provided; and


 


WHEREAS,
the parties hereto desire to provide for certain undertakings,
conditions, representations, warranties
and covenants in connection with the
transaction contemplated hereby.


 


NOW,
THEREFORE, in consideration of the mutual promises, agreements and covenants
herein contained and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree
as follows:


 


1.           Transfer and Deliveries. On the Effective Date:


 


(a)          Modem hereby assigns, transfers, conveys and delivers to
TOG all of its right, title and interest in and to the
Interest and TOG hereby assumes all of the rights and liabilities related to the Interest;


 


(b)          In full and final consideration of the Interest, TOG hereby
grants to Modem the following (the "Purchase
Consideration")
19,415 membership interest units in TOG (the "TOG Interest")
and Modem hereby assumes all of
the rights and liabilities related to the
TOG Interest; and


 


(c)           Modem hereby agrees to become a "Member"
of TOG and further agrees
to be bound by all the
terms and conditions set forth herein and in the
operating agreement of TOG (the "TOG Operating
Agreement"), and
acknowledges that each such provision is a
material condition ofTOG's
agreement with Modern.


 


 



    	 



    	 



    




 


2.           Representations, Warranties
and Covenants of Modem.


 


Modem represents,
warrants and covenants to TOG as follows:


 


(a)          Modem
is the record and beneficial owner of the
Interest free and clear of all claims, liens, charges
and encumbrances and is transferring to TOG good
title to the Interest free
and clear of any claims, liens, charges
and/or encumbrances. Modem has
the full right, power and authority to
execute, deliver and perform this Agreement and
to assign, transfer, convey and deliver
to TOG the Interest in accordance
with the terms of this Agreement. This Agreement has
been duly and validly executed and delivered by
Modem and constitutes a valid and binding agreement
of Modem enforceable against it in accordance
with its terms. The execution and delivery of this Agreement by
Modem does not, and
the performance by it of its obligations
hereunder will not (i) constitute a violation of,
conflict with or result in a default
under, any contract, agreement or instrument of any
kind to which Modem is a party or by which any of the
Interest is bound, or (ii) violate any
judgment, decree, order, law, rule or
regulation applicable to Modem. The transactions contemplated hereby
have not been planned and will not be effected with intent
to hinder, delay or defraud any creditor of Modem,
and will not otherwise constitute a fraudulent transfer or
conveyance under any applicable law, including
section 548 of Title 11 of the United States
Code.


 


(b)          This Agreement transfers all of Modem 's
right, title, claim and interest of any nature
whatsoever, in JEC
II to TOG, regardless of whether the ownership percentage
set forth above represents more or less than
Modem's actual percentage
of ownership in JEC
II and Modem agrees to execute, at Modem
's sole cost and expense,
any and all additional agreements or other instruments
necessary or appropriate, after
the Effective Date
to evidence such transfer.


 


(c)          Modem is an "accredited
investor" and has significant prior
investment experience, including investment in non-listed
and non-registered
securities. Modem is
knowledgeable about investment
considerations in unregistered and
restricted securities. Modem
has a sufficient net worth to
sustain a loss of its
entire investment in
TOG in the event such a losses
should occur. Modem's overall commitment
to investments which
are not readily marketable is not excessive in
view of its net worth and financial circumstances.
The investment is
a suitable one for Modem.


 


(d)          The TOG Interest is not
registered under the Securities Act
of 1933, as amended (the "Act"),
or any state securities
laws. Modem understands
that the transfer of the TOG Interest is
intended to be exempt from
registration under the Act.


 


(e)          Neither the Securities and Exchange Commission nor
any state securities
commission has approved the transfer of the
TOG Interest or passed upon or
endorsed the merits of the
transfer.


 


(f)          Modem shall bear
the economic risk of
the investment in the TOG
Interest until such time
as Modem disposes of
the TOG Interest consistent with the terms and
provisions of the TOG Operating Agreement.
Modem understands that no public
market now exists for the TOG Interest,
that TOG has
not made any assurances that a public market will ever
exist for the TOG Interest
and that the
TOG Operating Agreement provides
only for limited opportunities to liquidate an investment in TOG.
In addition to the
foregoing, Modem hereby
covenants and agrees to
be bound by
the terms and conditions of the TOG
Operating Agreement applicable
to a "Member"
ofTOG.


 




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(g)          Modem has adequate means of providing for Modem's current
needs and foreseeable
personal contingencies and has no need
for Modem's investment
in the TOG Interest
to be liquid.


 


(h)          The execution, delivery
and performance by
Modem of this Agreement are within the
powers of Modem and will not constitute or
result in a breach or default
under, or conflict with,
any order, ruling or
regulation of any court
or other tribunal or of any governmental commission
or agency, or any
agreement or other undertaking, to which
Modem is a party
or by which Modem
is bound. The signature
of Modem on this Agreement is genuine, and this Agreement
constitutes the legal, valid
and binding obligations of Modem, enforceable in accordance
with its terms.


 


(i)          Modem understands and acknowledges that TOG makes
no representation or warranty and gives
no assurance to Modem
with respect to the
value of TOG or JEC
II, or of the TOG Interest
or the Interest. The transfer
of the Interest represents
privately negotiated consideration for the
TOG Interest, and Modem has determined
that TOG's transfer of the TOG Interest
to Modem represents fair
consideration for Modem's transfer of the
Interest to TOG. Modem hereby irrevocably waives
and releases TOG and its respective directors, officers,
employees, agents and representatives from any and
all actions and claims whatsoever, whether in law
or equity, relating to the determination of
the consideration set forth herein.


 


U)          The representations and warranties contained in this Agreement
shall survive the Effective Date.


 


3.           Representations,
Warranties and Covenants ofTOG.


 


TOG represents,
warrants and covenants
to Modem as follows:


 


(a)          This Agreement grants to Modem the TOG
Interest and TOG agrees
to execute, at TOG's sole cost and expense, any
and all additional agreements or other instruments necessary
or appropriate, after the Effective Date to evidence
such transfer.


 


(b)          The
Interest is not registered under the
Act, or any state securities laws.
TOG understands that the transfer of
the Interest is intended to
be exempt from registration under the
Act, based, in part,
upon the representations, warranties, covenants
and agreements of TOG contained in this
Agreement.


 


(c)          Neither the Securities and Exchange Commission nor any
state securities commission has approved
the transfer of the Interest or
passed upon or endorsed the merits of the transfer.


 


(d)          The
execution, delivery and performance by
TOG of this Agreement are within the
powers of TOG, have been duly authorized and will
not constitute or result in
a breach or default under, or conflict with, any
order, ruling or regulation of any court or other
tribunal or of any governmental commission or agency, or any agreement or other
undertaking, to which TOG is a party or by which
TOG is bound; and
will not violate any provision of the charter documents, by-laws, indenture
of trust, operating
agreement or partnership agreement, as applicable,
of TOG. The signature of TOG on this Agreement is
genuine; the signatory has been duly
authorized to execute the same; and this
Agreement constitutes the legal, valid and binding obligations
of TOG, enforceable in accordance with its
terms.


 






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(e)          The representations and warranties contained m this Agreement
shall survive the Effective
Date.


 


4.           Miscellaneous.


 


(a)          If any one or more of the
provisions of this Agreement shall for
my reason be held invalid
or unenforceable in whole or in part, such invalidity or unenforceability
shall not affect any
other provision hereof, and
this Agreement shall be construed
as if such invalid or unenforceable
provision was not contained herein,
or was contained herein only to the extent the same was enforceable.


 


(b)          This Agreement may not be amended except
by an instrument in writing signed
on behalf of each of
the parties hereto.


 


(c)          This Agreement constitutes the entire Agreement between
the parties pertaining to the subject matter hereof and
supersedes all prior agreements and
understandings both written and oral between the parties
with respect to the subject matter hereof.


 


(d)          Each of Modern and TOG each acknowledge and agree that
JEC II may rely on each of their respective representations,
warranties, covenants and agreements set forth
in this Agreement. Modern acknowledges and agrees that
TOG may rely on its representations, warranties,
covenants and agreements set
forth in this Agreement.


 


(e)          This Agreement shall be
governed by and construed
in accordance with the laws of the State of New York without
reference to its principles
of conflicts oflaw.


 


(f)          This Agreement shall be binding and
inure to the benefit of the heirs, personal and legal representatives,
successors and assigns of the parties.


 


(g)          This Agreement may be executed in separate counterparts,
each of which shall be deemed an original, but
all of which together shall
constitute one and the same
instrument.


 


(h)          The paragraph headings and captions herein are for convenience
of reference only and shall
not affect in any way the meaning or interpretation
of this Agreement.


 


(i)          All
notices, requests
or other communications hereunder shall be in writing
and shall be delivered in person
or sent by overnight
courier service or
by registered or certified
mail, postage prepaid, and shall be
deemed given upon the date
of receipt if delivered
in person or sent by overnight courier service, or after three days
if mailed, in each case addressed to the parties at the respective addresses set
forth on the signature page to this Agreement with a copy
to JEC II and the
TOG, both having an address at 411 West 14111 Street, 3rd Floor, New
York, New York, 10014.


 




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(j)          Each
of Modem
and TOG acknowledges and
agrees that The Giannuzzi
Group, LLP
has prepared this Agreement at the request of TOG and
that The
Giannuzzi Group, LLP
has solely
represented the interests of TOG in connection with
the negotiation
and drafting
(and any
and all matters
relating thereto) of this
Agreement. Modem further
acknowledges and agrees that
Modem has, prior to executing this
Agreement, retained separate, independent
legal and tax counsel to
review and analyze this Agreement and all of the terms set
forth herein and has not relied on the advice or
counsel of The Giannuzzi Group, LLP, or any
of their attorneys, in
entering into this Agreement.


 


[Remainder of page
intentionally left blank]


 




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IN WITNESS
WHEREOF, the parties have duly executed
and delivered this Transfer Agreement as of the date and year first above written.


  


	 	MODERN:
	 	 
	 	MODERN HOTELS (HOLDINGS) LIMITED
	 	 


 


		By:	/s/ Jonathan Segal
	 	 	Name: Jonathan Segal 
	 	 	Title: M.D.


  


	 	Address: 	The Metropole
	 	 	Roseville Street
	 	 	St. Helier, Jersey, C.l


 





	 	TOG:
	 	 
	 	THE ONE GROUP, LLC


 


	 	By:	/s/ Samuel Goldfinger



	 	 	Name: Samuel Goldfinger
	 	 	Title: CFO


 





	 	Address:	411 West 14th Street, 3rd Floor
	 	 	New York, New York 10014


 




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