HERALD NATIONAL BANK


623 Fifth Avenue


New York, New York 10022


 


October 31, 2011


 


Mr. Jonathan Segal


c/o The One Group


411 West 14th Street,
3rd Floor


New York, New York 10014


 


Ladies and Gentlemen:


 


Reference is made to
the Pledge Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the
"Pledge Agreement") between Jonathan Segal (the "Pledgor") and Herald National Bank (the "Bank").
Capitalized terms not defined herein shall have the respective meanings assigned to such terms under the Pledge Agreement. Pursuant
to the Pledge Agreement, the Pledgor has granted to the Bank a security interest in and lien upon all of his membership interests
in The One Group, LLC (collectively, the "Pledged Collateral"). The Pledgor, The One Group, LLC (the "Company")
and the Bank are entering into this agreement to acknowledge and perfect the security interest of the Bank in the Pledged Collateral.


 


The Company hereby
acknowledges the security interest of the Bank in the Pledged Collateral, and represents to the Bank that (i) on the date hereof,
it does not know of any claim to or security interest in the Pledged Collateral, other than the interests of the Pledgor and the
Bank, and (ii) it has not identified in its records any other person as an entitlement holder with respect to the Pledged Collateral.


 


The Pledgor hereby
directs the Company, and the Company agrees, to make all notations in its records pertaining to the Pledged Collateral that are
necessary or appropriate to reflect the security interest of the Bank in the Pledged Collateral.


 


The Pledgor authorizes
and directs the Company, and the Company agrees, to comply with any instructions originated by the Bank and received by it in writing
from the Bank or its designee, without further notice to or consent from the Pledgor. The Pledgor hereby directs the Company, and
the Company hereby agrees, to take instructions with respect to the Pledged Collateral solely from or originated by the Bank or
its designee. The Company agrees not to accept instructions with respect to the Pledged Collateral originated by any person other
than the Bank or its designee and not to permit the transfer or other disposal of the Pledged Collateral or any portion thereof
without the prior written consent of the Bank.


 


THIS
AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES UNDER THIS AGREEMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.


 




    	 



    	 



    

 


This agreement shall
remain in effect until the security interest of the Bank in and lien upon the Pledged Collateral has terminated. The rights and
powers granted to the Bank in this agreement are powers coupled with an interest, are irrevocable and will not be affected by the
bankruptcy of the any Pledgor or by the lapse of time.


 


No amendment or modification
of this agreement shall be binding on any party to this agreement unless it is in writing and signed by each of the parties to
this agreement. No waiver of any right hereunder shall be binding on any party unless such waiver is in writing and signed by the
party against whom enforcement is sought.


 


Every provision of
this agreement is intended to be severable, and if any term or provision of this agreement shall be invalid, illegal or unenforceable
for any reason whatsoever, the validity, legality and enforceability of the remaining provisions hereof shall not be in any way
affected or impaired thereby.


 


The terms of this agreement
shall be binding upon, and shall inure to the benefit of the parties hereto and their respective successors and assigns.


 


All communications and notices hereunder shall be in writing
and given as provided in Section 16 of the Pledge Agreement.


 


This agreement embodies
the entire agreement and understanding among the Pledgor, the Bank and the Company relating to the subject matter hereof, and supersedes
all prior agreements and understandings relating to the subject matter hereof.


 


This agreement may
be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may
execute this agreement by signing and delivering one or more counterparts.


 


[Signature
page follows.]


 







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Please indicate your agreement to the
foregoing by executing the enclosed copy of this letter in the appropriate space provided below and returning it to the Bank.


 





	 	Very truly yours,
	 	 
	 	HERALD NATIONAL BANK
	 	 
	 	By: 	/s/ Michael Laurie
	 	Name: Michael Laurie
	 	Title: Senior Vice President and
	 	Managing Director




 


Accepted and Agreed to:


 


THE ONE GROUP, LLC


 


	By: 	/s/ Jonathan Segal	 
	Name: Jonathan Segal	 
	Title: Chief Executive Officer	 


  


	/s/ Jonathan Segal	 
	Jonathan Segal	 


 


The One Group Acknowledgement
of Pledge Agreement The One Group Signature Page