NOTE


 





	 $_1 ,500,000.00_ 	April 11, 2012


New York, New
York


 


 


FOR
VALUE RECEIVED, the undersigned,
THE ONE GROUP, LLC, a
Delaware limited liability company, ONE
29 PARK MANAGEMENT, LLC, a
New York limited liability company, STK-LAS VEGAS, LLC, a Nevada limited liability company, and STK ATLANTA, LLC, a
Georgia limited liability company, (hereinafter referred to individually as a "Borrower", and collectively, as
the "Borrowers"), hereby
jointly and severally promise
to pay to the order of HERALD NATIONAL BANK (the "Bank") _One Million Five
Hundred Thousand and 00/100_ DOLLARS ($_1,500,000.00_)
or if less, the unpaid principal amount of the
Loan made
by the Bank to the Borrowers on the date hereof, in the amounts and at the times set forth in the Credit Agreement, dated as of
October 31, 2011
(as the same
may be amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"),
among the Borrowers and the Bank,
and to
pay interest from the date of the making of such
Loan on the principal balance of such
Loan from time to time outstanding at the rate or
rates and at the times set forth
in the Credit Agreement,
in each case at the office of the Bank located at 58 South Service Road, Suite 120, Melville,
New York
11747,
or at such other place or
other manner as the Bank may designate in
writing from time to time, in lawful money of the
United States
of America in immediately available
funds. Terms defined
in the Credit Agreement
are used herein with the same meanings.


 


The
Loan evidenced by this Note is prepayable in the amounts, and under the
circumstances, and their respective maturities are subject to
acceleration upon the terms, set forth in the Credit Agreement. This Note is subject to,
and should be construed
in accordance with, the provisions of the Credit Agreement and
is entitled to the benefits and security set
forth in the Loan Documents.


 


The
Bank is hereby authorized to record on the schedule
annexed hereto,
and any continuation sheets
which the Bank
may attach hereto, (a) the date of the Loan
made by the Bank, (b) the amount
thereof,
and (c) each payment or prepayment of the principal
of, each such Loan. No failure to so record
or any error in so recording
shall affect
the obligation of the Borrowers to repay the Loans,
together with interest thereon, as
provided in the Credit
Agreement, and
the outstanding principal balance of the Loan as
set forth
in such schedule
shall be presumed to be correct absent manifest error.


 


Except
as specifically otherwise provided in the Credit
Agreement, each Borrower hereby waives presentment, demand,
notice of dishonor, protest, notice of protest and all other demands, protests
and notices in connection with the execution, delivery,
performance, collection and enforcement of
this Note.


 


This
Note may only be amended by
an instrument in writing
executed pursuant to the provisions of Section 8.2 of the
Credit Agreement.


 


 


 


 





TOG advance
note request
4-11 -2012











    	 



    	 



    

 


 


THIS
NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.


 


 


THE ONE GROUP, LLC


 


By: /s/ Sam Goldfinger                


Name: Sam Goldfinger


Title: CFO


 


ONE 29 PARK MANAGEMENT, LLC


 


 


By: /s/ Sam Goldfinger                


Name: Sam Goldfinger


Title: CFO


 


STK-LAS VEGAS, LLC


 


 


By: /s/ Sam Goldfinger                


Name: Sam Goldfinger


Title: CFO


 


STK ATLANTA, LLC


 


 


By: /s/ Sam Goldfinger                


Name: Sam Goldfinger


Title: CFO