NOTE





[NO. 1]


 


	$1,250,000.00	October 31, 2011
	 	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
TWO HUNDRED FIFTY THOUSAND DOLLARS ($1,250,000.00) or if less, the unpaid principal amount of the Loan made by the Bank to
the Borrowers, 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.


 




    	 



    	 



    

  


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/ Jonathan Segal
	 	Name: Jonathan Segal
	 	Title: Chief Executive Officer
	 	 
	 	ONE 29 PARK MANAGEMENT, LLC
	 	 	 
	 	By: 	/s/ Jonathan Segal
	 	Name: Jonathan Segal
	 	Title: Chief Executive Officer
	 	 
	 	STK-LAS VEGAS, LLC
	 	 	 
	 	By: 	/s/ Jonathan Segal
	 	Name: Jonathan Segal
	 	Title: Chief Executive Officer
	 	 
	 	STK ATLANTA, LLC
	 	 	 
	 	By: 	/s/ Jonathan Segal
	 	Name: Jonathan Segal
	 	Title: Chief Executive Officer
	 	 
	 	HERALD NATIONAL BANK
	 	 	 
	 	By: 	/s/ Michael Laurie
	 	Name: Michael Laurie
	 	Title: Senior Vice President and Managing Director


 




    	 



    	 



    

  


SCHEDULE TO NOTE


 


	Date	 	Amount

of Loan	 	Amount of

principal, paid or

prepaid	 	Notation

made by