GRANT OF SECURITY INTER
EST (TRADEMARKS)


 


Dated: January 24, 2013


 


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 heretofore
amended and as it may be further amended, restated, supplemented or otherwise modified from time to time), by and among the Grantor,
One 29 Park Management, LLC, STK-Las Vegas, LLC, STK Atlanta, LLC Heraea Vegas LLC, and XI Shi Las Vegas LLC (collectively, the
"Borrowers"), and the Secured Party, and pursuant to which the Borrowers have entered into the Amended and Restated
Security Agreement, dated as of January 24, 2013 (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 ofthe 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 WHEREOF, 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.


 


 


 


 


 


 


 


Signature Page to
Grant of Security Interest (Trademarks)



    	 



    	 



    




 





	STATE OF NEW YORK	)	 
	 	) ss.:	 
	COUNTY OF NEW YORK 	)	 





 








 


On the
23rd day of  January in
the year 2013 before me,
the undersigned,


personally
appeared  Sam Goldfinger,
personally known to me or
proved to me on the basis
of satisfactory evidence to be the individual(s) whose
name(s) is (are) subscribed
to the within instrument and
acknowledged to me
that he/she/they executed the same
in his/her/their capacity(ies), and that by his/her/their
signature(s) on the instrument, the individual(s),
or the person upon
behalf of which the individual(s) acted,
executed the instrument.




 


 










 





My
Commission Expires:


 


 


 


 


 


 





 









    	 



    	 



    

 





Schedule
1


to


Grant
of Security Interest (Trademarks)


by
The One Group, LLC Dated as of January 24,2013


 


 


U.S.
FEDERAL TRADEMARK REGISTRATIONS


 





	
         

        GPNO.
	
         

        MARK
	APPLICATION/ REGISTRATION NO.	
         

        APPLICANT
	
        (CLASS)
        GOODS

        AND/OR
        SERVICES
	
         

        STATUS
	 
	484-006	THE ONE NEW YORK	
        SN: 78/528,391

        Filed 12/7/04
	THE ONE GROUP LLC	(Class 43) Hotels, restaurants, cafes, bar services, cocktail lounges, resort hotels; health resort services, namely, providing food and lodging that specialize in promoting patrons' general health and well-being; spa services, namely, providing temporary accommodations and meals to clients of a health or beauty s a.	
        Suspended
        on 7/27/05 (still suspended as of

        5/7/12)

	484-007	THE ONE NEW ORLEANS	
        SN: 78/528,405

        Filed 12/7/04
	
        THE ONE GROUP LLC
	
        (Class 43) hotels, restaurants,
        cafes, bar services, cocktail lounges, resort hotels; health resort
        services, namely, providing food and lodging that specialize in promoting patrons' general health and well-being; and
        spa services, namely, providing temporary accommodations and meals to clients of a health or beauty spa.
	
        Suspended on 7/27/05

        (still suspended
        as of

        5/7/12)

	484-008	THE ONE LAS VEGAS	
        SN:78/528,408

        Filed 12/7/04
	
        THE ONE GROUP LLC
	
        (Class 43)
        Hotels, restaurants, cafes, bar services, cocktail lounges, resort hotels; health resort services,
        namely, providing food and lodging that specialize in promoting
        patrons' general health and well-being;
        spa services, namely, providing temporary accommodations and meals to clients of a health or
        beauty spa.
	
        Suspended on 7/27/05

        (still suspended
        as of

        5/7/12)




 












 






    	1 of 10



    	 



    

 





	
         

        GPNO.
	
         

        MARK
	
        APPLICATION/

        REGISTRATION
        NO.
	
         

        APPLICANT
	(CLASS) GOODS AND/OR SERVICES	
         

        STATUS
	 
	484-009	THE ONE CHICAGO	
        SN: 78/528,416

        Filed 12/7/04
	THE ONE GROUP LLC	(Class 43) hotels, restaurants, cafes, bar services, cocktail lounges, resort hotels; resort lodging services; and spa services, namely, providing temporary accommodations and meals to clients of a health or beauty spa.	
        Suspended
on 8/4/05 (still suspended as of
8/9/12)

	484-010	THE ONE LOS ANGELES	
        SN: 78/528,424

        Filed
        12/7/04
	THE ONE GROUP LLC	(Class 43) hotels, restaurants, cafes, bar services, cocktail lounges, resort hotels; health resort services, namely, providing food and lodging that specialize in promoting patrons' general health and well-being; and spa services, namely, providing temporary accommodations and meals to clients of a health or beauty spa.	
        Suspended on
        7/27/05 (still
        suspended as of 5/7/12)

	484-011	THE ONE GROUP	SN: 78/528,430, filed 12/7/04	THE ONE GROUP LLC	(Class 43) hotels, restaurants, cafes, bar services, cocktail lounges, resort hotels; health resort services, namely, providing food and lodging that specialize in promoting patrons' general health and well-being; and spa services, namely, providing temporary accommodations  and meals to clients of a health or beauty SJ:>a.	
        Suspended
on 8/16/05
(still suspended
as of 8/27/12)

	484-018	THE ONE MIAMI	
        SN:78/663,799

        Filed
        7/5/05
	
        THE ONE GROUP LLC
	
        (Class
        43) hotels, restaurants,
        cafes, bar

        services,
        cocktail lounges, resort hotels;
        health resort services, namely,
        providing food and
        lodging that specialize in
        promoting patrons' general
        health and well-being;
        and spa services, namely, providing temporary accommodations
        and meals to clients
        of a health or beauty spa.
	
        Suspended
on 7/27/07
(still suspended as of
4/3/12)








 


 


 


 


 






    	2 of 10



    	 



    

 


 





	
         

        GPNO.
	
         

        MARK
	
        APPLICATION/

        REGISTRATION
        NO.
	
         

        APPLICANT
	
        (CLASS)
        GOODS

        AND/OR
        SERVICES
	
         

        STATUS

	484-019	THE ONE ATLANTIC CITY	
        SN:78/663,803

        Filed
        7/5/05
	THE ONE GROUP LLC	(Class 43) hotels, restaurants, cafes, bar services, cocktail lounges, resort hotels; health resort services, namely, providing food and lodging that specialize in promoting patrons' general health and well-being; and spa services, namely, providing temporary accommodations  and meals to clients of a health or beauty spa.	
        Suspended on 7/27/07
        (still suspended as of

        4/3/12)

	915-002	STK	
        SN:78/691,571

        Filed 8/2/05

         

        RN: 3188230

        Issued: 12/19/06
	THE ONE GROUP LLC	(Class 43) Bar services; Restaurants.	
        Registered

         

        8 & 9 due:
        12/19/16

	915-004	Not Your Daddy's Steakhouse	
        SN: 77/003,892

        Filed 9/21/06

         

        RN:3,267,266

        Issued: 7/24/07
	
        The One

        Group LLC
	(Class 43) Restaurant and bar services.	
        Registered

         

        8 & 15
        Accepted:

        8/11/12

         

        8 & 9 due: 7/24/17

	915-006	
        
	
        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	
        Registered

         

        8 & 15
        due: 2/12/14

         

        Renewal
        deadline 8 & 9 due: 2/12/18

	915-015	UNMISTKABLE	
        SN: 77/917,096

        Filed: 1/21/10

         

        RN: 4,080,591

        Issued: 1/3/12
	
        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
	
        Registered

         

        8&15 due: 1/3/18

         

        Renewal due: 1/3/22








 


 






    	3 of 10



    	 



    

 





	
         

        GPNO.
	
         

        MARK
	APPLICATION/ REGISTRATION NO.	
         

        APPLICANT
	(CLASS) GOODS AND/OR SERVICES	
         

        STATUS

	915-032	 	
        SN: 85/379,387

        Filed:
        7/24/11

         

        RN: 4,208,788

        Issued:
        9/18/12
	
        The One Group LLC
	(Class 43) Cafe services; Cocktail lounge services; Restaurant services, including sit- down service of food and take-out restaurant services; Restaurant services, namely, providing of food and beverages for consumption on and off the premises; Serving food and drinks; Take-out restaurant services	
        Registered

         

        8& 15
        due:         9/18/18

         

        Renewal
        8 & 9 due:

        9/18/22

	915-032- CHLD	 	
        SN:
        85/976,398

        Filed:
        7/24/11
	
        The One Group
        LLC
	(Class 43) Bar services	
        Pending

         

        Notice of Allowance:

        8/28/12

         

        Statement
        of Use due:

        2/28/13

	915-036	STK OUT...A GIRL'S GOTTA EAT	
        SN:
        85/451,863

        Filed:
        10/20/11
	
        The One Group LLC
	(Class 43) Bar services	
        Pending

         

        Notice of
        Allowance:

        10/16/12

         

        Statement
        of Use due:

        4/16/13

	915-036- CHLD	STK OUT...A GIRL'S GOTTA EAT	
        SN: 85/976,492

        Filed: 10/20/11

         

        RN: 4,234,247

        Issued:
        10/30/12
	
        The One Group LLC
	(Class 43) Cafe services; Providing of food and drink; Restaurant services; Restaurant services, including sit-down of food and take- out restaurant services; Restaurant services, namely, providing of food and beverages for consumption on and off the premises; Serving food and drinks; Take-out restaurant services.	
        Registered

         

        8 & 15 due: 10/30/18

         

        Renewal
        8 & 9 due:

        10/30/22








 


 






    	4 of 10



    	 



    

 






	
         

        GPNO.
	
         

        MARK
	APPLICATION/ REGISTRATION NO.	
         

        APPLICANT
	
        (CLASS) GOODS

        AND/OR
        SERVICES
	
         

        STATUS

	915-038	THE ONE NEW YORK	
        SN: 78/528,391

        Filed 12/7/04
	THE ONE GROUP LLC	(Class 43) Bar services; Cafe services; Cocktail lounge services; Restaurant services, including sit-down service of food and take-restaurant services; Restaurant services, namely, providing of food and beverages for consumption on and off the premises; Serving food and drinks; Take-out restaurant services	
        Pending

         

        Notice of
        Allowance:

        7/17/12

         

        Statement of Use due:

        1/17/13

	916-011	BAGATELLE	
        SN: 77/333,759

        Filed: 11/20/07

         

        RN: 3,595,950

        Issued: 3/24/09
	
        The One Group LLC
	
        (Class 41)
        Night Clubs

         

        (Class 43)
        Restaurant and Bar Services;

        Restaurants; Wine
        Bars; Cocktail Lounges.
	
        Registered

         

        8 & 15
        Due: 3/24/15

         

        Renewal Due: 3/24/19

	916-014	ICHI	
        SN: 77/444,715

        Filed 4/10/08
	
        The One Group LLC
	
        (Class 41)
        Night clubs

         

        (Class 43)
Cafe and restaurant services; restaurants; Restaurant, bar and catering services; Restaurants;
Cafes; Cocktail lounges; Wine bars; Bar
services
	
        Suspended 7/24/08

        Still suspended as of

        8/8/12

	916-018	ONE ROCKS	
        SN: 77/711,156

        Filed: 4/9/09
	
        The One Group LLC
	
        (Class 41)
        Night clubs

         

        (Class 43)
        Bar services
	
        Suspended 1/6/10

        Still suspended as of

        7/24/12

	916-024	Yl	
        SN: 77/840,881

        Filed: 10/4/09
	
        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_
	
        Suspended 12/31/09

        Still suspended as of

        7/10/12





 


 






    	5 of 10



    	 



    

 





	
         

        GPNO.
	
         

        MARK
	APPLICATION/ REGISTRATION NO.	
         

        APPLICANT
	
        (CLASS) GOODS

        AND/OR
        SERVICES
	
         

        STATUS
	 
	916-033	HERAEA	
        SN: 85/615,048

        Filed:
        5/2/12
	
        The One Group LLC
	
        (Class 25)
        Athletic shoes; Baseball caps; Bathrobes;
        Beach shoes; Bolo ties; Bow
        ties; Boxer shorts; Bras;
        Cap visors;
        Caps; Coats; Flip flops;
        Gloves; Halter
        tops; Hats;
        Head scarves; Headwear;
        Hooded sweat shirts;
        Jackets; Leather jackets;
        Leg-warmers; Leggings;
        Lingerie; Loungewear;
        Nightshirts;
        Pajama bottoms;
        Pajamas; Panties; Pants;
        Raincoats; Sandals;
        Scarves; Shirts;
        Shoes; Shorts; Skirts; Skorts; Skullies;
        Sleepwear;
        Slipper socks; Slippers;
        Sneakers;
        Socks; Sports coats;
        Sports bra; Sweat
        bands; Sweat
        pants; Sweat shirts;
        Sweat shorts;
        Sweat suits;
        Sweaters; T-shirts;
        Tank tops; Ties;
        Underwear; Wrist bands

         

        

        (Class
        41) Arranging and conducting
        nightclub
        entertainment events;
        Arranging and conducting
        nightclub parties; Night
        clubs.

         

        

        (Class
        43) Bar
        services; Cafe
        services; Cocktail
        lounge services; Restaurant services;
        Restaurant services,
        namely, providing
        of food and beverages
        for consumption
        on and off the premises.
	
        Pending

         

        Foreign
        Priority
        due:

        11/2/12

         

        Publication
        Date:

        10/2/12

	916-034	
        WHERE
        GIRLS

        GO TO
        PLAY
	
        SN: 85/615,109

        Filed:
        5/2/12
	
        The One Group LLC
	
        (Class 41) Arranging and conducting
        nightclub
        entertainment events; Arranging and conducting
        nightclub
        parties; Night clubs.

         

        (Class
        43) Bar services; Cafe
        services; Cocktail
        lounge services; Restaurant
        services; Restaurant
        services, namely, providing
        of food and beverages
        for consumption
        on and off the premises.
	
        Pending

         

        SOU or Ext. Due:

        5/27/13
	 




 


 





 


 


 


 



    	6 of 10



    	 



    




 


 





	
         

        GPNO.
	
         

        MARK
	APPLICATION/ REGISTRATION NO.	
         

        APPLICANT
	
        (CLASS) GOODS

        AND/OR
        SERVICES
	
         

        STATUS
	 
	916-035	
        WHERE GIRLS

        PLAY HARD
	
        SN: 85/615,123

        Filed: 5/2/12
	The One Group LLC	
        (Class 41) Arranging and conducting
        nightclub entertainment events;
        Arranging and conducting nightclub parties; Night
        clubs.

         

        (Class
        43) Bar services;
        Cafe services; Cocktail lounge services;
        Restaurant services;
        Restaurant services, namely,
        providing of food and
        beverages for consumption on and off the premises.
	
        Pending

         

        SOU or Ext.
        Due:

        5/27/13








 





 






    	7 of 10



    	 



    

 


 





	
         

        GPNO.
	
         

        MARK
	APPLICATION/ REGISTRATION NO.	
         

        APPLICANT
	
        (CLASS) GOODS

        AND/OR
        SERVICES
	
         

        STATUS
	 
	916-036	XISHI	
        SN: 85/699,765

        Filed:
        8/9/12
	The One Group LLC	
        (Class 25)
Athletic shoes; Baseball caps; Beach shoes; Belts;
Bottoms; Bow ties; Boxer shorts;
Bras; Briefs; Briefs;
Caps; Coats; Flip
flops; Gloves; Gym
shorts; Halter
tops; Hats; Head scarves; Headwear; Hooded
sweat shirts; Jackets; Leggings; Lingerie;
Loungewear; Night shirts; Pajama bottoms;
Pajamas; Panties; Pants; Rainwear;
Sandal-clogs;
Sandals; Sandals and beach
shoes; Scarves; Shirts; Shoes; Shorts;
Sleepwear; Slipper socks; Sneakers; Socks; Sports bras;
Stockings; Suspenders; Sweat bands; Sweat
pants; Sweat shirts; Sweat suits; Swimwear; T-shirts;
Tanktops; Ties;
Tops; Underwear

         

        (Class 41) Arranging and
        conducting nightclub
        entertainment events; Arranging and
        conducting nightclub
        parties; Night
        clubs

         

        (Class
        43) Bar services; Cafe services; Cocktail lounge services;
        Restaurant services; Restaurant
        services, including
        sit-down service of food and
        take-out restaurant services;
        Restaurant services, namely,
        providing of food and
        beverages for
        consumption on and off the premises
	
        Pending

         

        Foreign
        Priority due:

        2/9/13








 


 


 






    	8 of 10



    	 



    

 


 





	
         

        GPNO.
	
         

        MARK
	APPLICATION/ REGISTRATION NO.	
         

        APPLICANT
	
        (CLASS) GOODS

        AND/OR
        SERVICES
	
         

        STATUS
	 
	916-037	XISHI	
        SN: 85/700,437

        Filed: 8/10/12
	
        The One Group LLC
	
        (Class 25)
        Athletic shoes; Baseball
        caps; Beach shoes; Belts;
        Bottoms; Bow ties;
        Boxer shorts; Bras; Briefs;
        Briefs; Caps; Coats; Flip flops;
        Gloves; Gym shorts; Halter tops; Hats; Head scarves;
        Headwear; Hooded sweat shirts; Jackets;
        Leggings; Lingerie; Loungewear; Night shirts;
        Pajama bottoms; Pajamas; Panties; Pants; Rainwear;
        Sandal-clogs; Sandals; Sandals
        and beach shoes; Scarves; Shirts;
        Shoes; Shorts; Sleepwear; Slipper
        socks; Sneakers; Socks; Sports bras; Stockings; Suspenders; Sweat
        bands; Sweat pants;
        Sweat shirts; Sweat suits; Swimwear; T-shirts; Tanktops;
        Ties; Tops; Underwear

         

        (Class 41) Arranging and
        conducting nightclub entertainment events; Arranging
        and conducting nightclub parties; Night clubs

         

        (Class 43) Bar services;
        Cafe services; Cocktail lounge
        services; Restaurant services;
        Restaurant services, including
        sit-down service
        of food and take-out restaurant services; Restaurant
        services, namely, providing
        of food and beverages
        for consumption on and
        off the premises 

         
	
        Pending

         

        Foreign Priority due:

        2/10/13








 


 


 



    	9 of 10



    	 



    




 


 












	
         

        GPNO.
	
         

        MARK
	APPLICATION/ REGISTRATION NO.	
         

        APPLICANT
	
        (CLASS) GOODS

        AND/OR
        SERVICES
	
         

        STATUS
	 
	916-039	
        RHYTHM

        HOTEL
	
        SN: 85/726,014

        Filed:
        9/11/12
	The One Group LLC	
        (Class
        43) Hotel accommodation services; Hotel services;
        Residential
        hotel
        services; Spa services,
        namely, providing
        temporary accommodations and meals to clients of
        a health or beauty
        spa.

         

        (Class 44)
        Day spa services,
        namely, nail
        care, manicures,
        pedicures and nail
        enhancements; Health
        spa services for health
        and wellness of the body
        and spirit,
        namely, providing
        massage, facial and
        body treatment services,
        cosmetic body care
        services; Health spa services, namely body wraps,
        mud treatments, seaweed
        treatments, hydrotherapy
        baths, and body scrubs.

         

        (Class 45j Hotel
        concierge services.
	
        Pending

         

        Foreign
        Priority Due:

        3/11/13

	917-002	
        COCO DE VILLE
	
        SN:
        77/333,751

        filed
        11/20/07

         

        RN:
        3658860

        Issued: 7/21/09
	The One Group LLC	
        (Class
        41) Night clubs

         

        (Class
43) Restaurant and bar services;
Restaurants;
Cocktail lounges;
Wine bars
	
        Registered

         

        8 & 15 due: 7/21/15

         

        Renewal
        due: 7/21/19
	 







 


 


 



    	10 of 10