AMENDMENT
No. 1 AND ADDENDUM TO CREDIT AGREEMENT


 


This AMENDMENT NO.
1 AND ADDENDUM TO CREDIT AGREEMENT (this "Amendment") is entered
into as of January 24, 2013, by and among 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 an "Existing Borrower", and collectively, as the "Existing
Borrowers"), HERAEA VEGAS LLC, a Nevada limited liability company, and XI SHI LAS VEGAS LLC, a Nevada limited liability
company (hereinafter referred to individually as a "New Subsidiary", and collectively, as the "New Subsidiaries")
and HERALD NATIONAL BANK, a national banking association (hereinafter referred to as the "Bank").


 


Recitals


 


A.           The
Bank and the Existing Borrowers have entered into that certain Credit Agreement, dated as of October 31, 2011 (as amended through
the date hereof, the "Credit Agreement"), pursuant to which the Bank has extended credit to the Existing Borrowers
for the purposes permitted therein.


 


B.           Capitalized
terms used but not defined in this Amendment shall have the meanings given to them in the Credit Agreement.


 


C.           The
One Group has informed the Bank that it has acquired the New Subsidiaries and that, pursuant to Section 5.7 of the Credit Agreement,
each of them shall become a "Borrower" and a "Subsidiary Borrower" under the Credit Agreement.


 


D.           The
Existing Borrowers and the Bank have agreed to amend the Credit Agreement by adding the New Subsidiaries as additional Borrowers
and Subsidiary Borrowers, increasing the Commitment and amending certain other provisions, all as provided in this Amendment.


 


Now,
Therefore, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:


 


1.          Addition
of New Borrowers/Subsidiary Borrowers.


 


1.1           Each
New Subsidiary (i) is, and is deemed to be, a "Borrower" and a "Subsidiary Borrower" under, and as such terms
are defined in, the Credit Agreement, (ii) assumes all of the indebtedness, liabilities and Obligations of a Borrower and a Subsidiary
Borrower under the Credit Agreement, and (iii) agrees to (A) be a "Borrower" and a "Subsidiary Borrower" under,
and as such terms are defined in, the Credit Agreement, (B) be bound by all of the terms of the Credit Agreement applicable to
a “borrower” or a “Subsidiary Borrower” thereunder, and (C) perform and discharge all of the obligations,
covenants and agreements of a Borrower and a Subsidiary Borrower set forth in the Credit Agreement and each Note executed by the
Existing Borrowers in connection therewith.


 




    	 



    	 



    

  


2.          Amendments
to Credit Agreement. The Credit Agreement is hereby amended as follows:


 


2.1           Section
1.1 (Defined Terms) of the Credit Agreement is hereby amended by restating the definition of "Commitment" contained therein
to read in its entirety as follows:


 


"Commitment"
means the obligation of the Bank to make Loans hereunder in an aggregate principal amount of up to Five Million Dollars ($5,000,000),
as such amount is subject to reduction in accordance with the terms hereof.


 


2.2           Section
1.1 (Defined Terms) of the Credit Agreement is hereby amended by restating the definition of "Security Agreement" contained
therein to read in its entirety as follows:


 


"Security
Agreement" means the Amended and Restated Security Agreement, substantially in the form of Exhibit B annexed to Amendment
No. 1, by the Borrowers in favor of the Bank, as amended, restated, supplemented or otherwise modified from time to time.


 


2.3           Section
1.1 (Defined Terms) of the Credit Agreement is hereby amended by restating the definition of "Subsidiary Borrowers" contained
therein to read in its entirety as follows:


 


"Subsidiary
Borrowers" means, collectively, One 29 Park Management, STK-Las Vegas, STK Atlanta, Heraea Vegas LLC, One Atlantic City
LLC, and Xi Shi Las Vegas LLC.


 


2.4           Section
1.1 (Defined Terms) of the Credit Agreement is hereby amended by inserting the following definitions therein in the appropriate
alphabetical location:


 


"Amendment
No. 1" means Amendment No. 1 and Addendum to Credit Agreement dated as of January 24, 2013, by and among the Existing
Borrowers, the New Subsidiaries and the Bank.


 


"Amendment
No. 1 Effective Date" means the date on which the conditions precedent contained in Section 4 of Amendment No. 1 have
been fulfilled.


 


"Heraea
Vegas LLC" means Heraea Vegas LLC, a Nevada limited liability company.


 


"Xi
Shi Las Vegas" means Xi Shi Las Vegas LLC, a Nevada limited liability company.


 


2.5           Section
2.2 (Notes) of the Credit Agreement is hereby amended by restating subsection (a) thereof to read in its entirety as follows:


 


(a)          Each
Loan shall be evidenced by a joint and several promissory note of the Borrowers in substantially the form of Exhibit A annexed
to Amendment No. 1 (each, a "Note" and collectively, the "Notes"). Each Note shall be dated the
date of the applicable Loan, shall be payable to the Bank in the principal amount of such Loan, and shall otherwise be duly completed.
Each Note shall be subject to repayment as provided in Sections 2.5 and 2.6 hereof.


 


2.6           Section
4.3 (Conditions Subsequent) of the Credit Agreement is hereby restated to read in its entirety as follows:


 




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Section 4.3           Conditions
Subsequent.


 


The obligation
of the Bank to make Loans on the occasion of any Borrowing after the ninetieth (90th) day following the Amendment No. 1 Effective
Date, is subject to the receipt by the Bank of a counterpart of the Assignment of Life Insurance with respect to the Guarantor,
executed by The One Group, together with the Key-Person Policy of the Guarantor and evidence satisfactory to the Bank that (A)
such Assignment of Life Insurance has been recorded with the issuer of such Key-Person Policy, and (B) the aggregate face value
of such Key-Person Policy (after giving effect to the existing Key-Person Policy) is not less than $5,000,000.


 


2.7           Section
5.2 (Limited Liability Company Existence, Taxes, Maintenance of Properties, Compliance with Law and Insurance) of the Credit Agreement
is hereby amended by restating subsection (f)(ii) thereof to read in its entirety as follows:


 


(ii)         Maintain
the Key-Person Policy covering the Guarantor with an aggregate face value of not less than $3,000,000; provided that the aggregate
face value of such Key-Person Policy shall be increased to $5,000,000 not later than 90 days after the Amendment No. 1 Effective
Date.


 


2.8           Section
5.6 (Financial Covenants) of the Credit Agreement is hereby amended by restating subsections (a) and (b) thereof to read in their
entirety as follows:


 


(a)          Maintain
as of the last day of each fiscal quarter of the Borrowers, Tangible Net Worth of not less than
$15,000,000 in the aggregate with respect to The One Group and its Subsidiaries on a consolidated basis.


 


(b)          Maintain
as of the last day of each fiscal quarter of the Borrowers, Tangible Net Worth of not less than
$9,000,000 in the aggregate with respect to all of the Borrowers on a consolidated basis.


 


2.9           Article
7 (Events of Default) of the Credit Agreement is hereby amended by restating subsection (n) thereof to read in its entirety as
follows:


 


(n)          The
Borrowers shall fail (i) within 90 days after the Amendment No. 1 Effective Date, to obtain and thereafter maintain with one or
more responsible insurance companies acceptable to the Bank, additional life insurance on the life of Guarantor in a face amount
of not less than $2,000,000, naming the Bank as assignee of such insurance (for a total of $5,000,000 of such insurance); or (ii)
to file with the Bank upon its request a detailed list of the insurance on the life of the Guarantor then in effect, stating the
names of the insurance companies, the amounts and rates of insurance and the expiration dates thereof;


 


3.          Amendments
to other Loan Documents.


 


3.1           Notes.
Each of Note No. 1, dated October 31, 2011, in the principal amount of $1,250,000, executed by the Existing Borrowers in favor
of the Bank and the other Notes set forth on Schedule II attached hereto is hereby amended, to the extent necessary, to
provide that the term "Borrowers" as used therein includes each of the New Subsidiaries.


 


3.2           Pledge
Agreement – Subsidiary Borrowers. The Pledge Agreement – Subsidiary Borrowers is hereby amended (i) to provide
that the terms "Borrower" and "Borrowers" as used therein includes each of the New Subsidiaries and (ii) by
deleting in its entirety Schedule I thereto and substituting therefor Schedule I to this Amendment.


 




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4.          Acknowledgments
and Confirmations. 


 


4.1           Pledge
Agreement – Subsidiary Borrowers. The One Group hereby:


 


(a)          confirms,
acknowledges and agrees that (i) term "Borrowers" as used in the Pledge Agreement – Subsidiary Borrowers, as amended
by this Amendment includes each of the New Subsidiaries, (ii) the term "Obligations" as used in the Pledge Agreement
– Subsidiary Borrowers, as amended by this Amendment (or any other term or terms used therein to describe or refer to the
indebtedness, liabilities and obligations of (a) the Borrowers (including the New Subsidiaries) and/or (b) the Guarantor, in either
case, under the Credit Agreement and the other Loan Documents to the Bank) includes, without limitation, the indebtedness, liabilities
and obligations of the Borrowers (including the New Subsidiaries) under the Credit Agreement and the other Loan Documents, as amended
hereby or otherwise, and (iii) the Pledge Agreement – Subsidiary Borrowers, as amended hereby, remains in full force and
effect and is hereby ratified and confirmed; and


 


(b)          reaffirms
its continuing liability under the Pledge Agreement – Subsidiary Borrowers.


 


4.2           Guarantee
Agreement and Pledge Agreement – The One Group. The Guarantor hereby:


 


(a)          consents
to the execution of this Amendment;


 


(b)          (i)
confirms, acknowledges and agrees that term "Borrowers" as used in the Pledge Agreement – The One Group includes
each of the New Subsidiaries, (ii) confirms, acknowledges and agrees that the term "Obligations" as used in the Pledge
Agreement – The One Group (or any other term or terms used therein to describe or refer to the indebtedness, liabilities
and obligations of the Borrowers (including the New Subsidiaries) under the Credit Agreement and the other Loan Documents to the
Bank) includes, without limitation, the indebtedness, liabilities and obligations of the Borrowers (including the New Subsidiaries)
under the Credit Agreement and the other Loan Documents, as amended hereby or otherwise, (iii) confirms, acknowledges and agrees
that the Pledge Agreement – The One Group remains in full force and effect and is hereby ratified and confirmed, and (iv)
reaffirms its continuing liability under the Pledge Agreement – The One Group; and


 


(c)          (i)
confirms, acknowledges and agrees that terms "Borrower" and "Borrowers" as used in the Guarantee Agreement
includes each of the New Subsidiaries, (ii) confirms, acknowledges and agrees that the term "Obligations" as used in
the Guarantee Agreement (or any other term or terms used therein to describe or refer to the indebtedness, liabilities and obligations
of the Borrowers (including the New Subsidiaries) under the Credit Agreement and the other Loan Documents to the Bank) includes,
without limitation, the indebtedness, liabilities and obligations of the Borrowers (including the New Subsidiaries) under the Credit
Agreement and the other Loan Documents, as amended hereby or otherwise, (iii) confirms, acknowledges and agrees that the Guarantee
Agreement remains in full force and effect and is hereby ratified and confirmed, and (iv) reaffirms its continuing liability under
the Guarantee Agreement.


 




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4.3           Subordination
Agreements. Each of the Guarantor, RCI II, LTD., and Talia LTD, in its capacity as a Subordinated Creditor, hereby:


 


(a)          consents
to the execution of this Amendment;


 


(b)          confirms,
acknowledges and agrees that (i) term "Borrowers" as used as used in its Subordination Agreement includes each of the
New Subsidiaries, (ii) the term "Bank Debt" as used in its Subordination Agreement (or any other term or terms used therein
to describe or refer to the indebtedness, liabilities and obligations of the Borrowers (including the New Subsidiaries) under the
Credit Agreement and the other Loan Documents to the Bank) includes, without limitation, the indebtedness, liabilities and obligations
of the Borrowers (including the New Subsidiaries) under the Credit Agreement and the other Loan Documents, as amended hereby or
otherwise, and (iii) its Subordination Agreement remains in full force and effect and is hereby ratified and confirmed; and


 


(c)          reaffirms
its continuing liability under its Subordination Agreement.


 


5.          Representations
and Warranties. To induce the Bank to enter into this Amendment, each of the Existing Borrowers and the New Subsidiaries hereby
represents and warrants to the Bank as follows:


 


5.1           Immediately
after giving effect to this Amendment (i) the representations and warranties contained in the Loan Documents are true, accurate
and complete in all material respects as of the date hereof (except to the extent such representations and warranties refer to
or relate to an earlier date, in which case they are true and correct as of such date), and (ii) no Event of Default has occurred
and is continuing;


 


5.2           (i)
The execution, delivery and performance by each of the Existing Borrowers and the New Subsidiaries of this Amendment and the Amended
and Restated Security Agreement are within its limited liability company powers and have been duly authorized by all necessary
corporate action, (ii) this Amendment and the Amended and Restated Security Agreement is the legal, valid and binding obligation
of the Existing Borrowers and the New Subsidiaries enforceable against each of them in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and (iii) this Amendment
and the Amended and Restated Security Agreement and the execution, delivery and performance by each of the Existing Borrowers and
the New Subsidiaries thereof does not: (A) contravene the terms of any of the organizational documents of the Existing Borrowers
or the New Subsidiaries; (B) conflict with or would cause any breach or contravention of, or the creation of any Lien (other than
Liens permitted under the Loan Documents) under, any document evidencing any contractual obligation to which any of the Existing
Borrowers or the New Subsidiaries is a party, or any order, injunction, writ or decree currently in effect to which it or its respective
property is subject; or (C) violate, in any material respect, any requirement of law applicable thereto.


 




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6.          Conditions
Precedent to Effectiveness.


 


This Amendment, the addition
of the New Subsidiaries as "Borrowers" and "Subsidiary Borrowers" as provided in Section 1 hereof and the amendments
contained in Section 2 and Section 3 hereof shall become effective on the date (the "Amendment No. 1 Effective Date")
that the following conditions precedent shall have been fulfilled:


 


6.1           Amendment
No. 1. The Bank shall have received this Amendment, duly executed by a duly authorized officer or officers of the Existing
Borrowers and the New Subsidiaries and confirmed by the Guarantor and the Subordinated Creditors.


 


6.2           Amended
and Restated Security Agreement. The Bank shall have received an Amended and Restated Security Agreement in the form of Exhibit
B hereto (the “Amended and Restated Security Agreement”), duly executed by a duly authorized officer or officers
of the Existing Borrowers and the New Subsidiaries, together with the following: (i) instruments constituting Collateral, if any,
duly indorsed in blank by a duly authorized officer of each applicable Borrower; (ii) all instruments and other documents, including
Uniform Commercial Code financing statements, required by law or reasonably requested by the Bank to be filed, registered or recorded
to create or perfect the Liens intended to be created under the Amended and Restated Security Agreement; and (iii) such other documents
as the Bank may reasonably require in connection with the perfection of its security interests in the Collateral.


 


6.3           Amendment
Fee. The Bank shall have received a non-refundable amendment fee in the aggregate amount of $20,000.


 


6.4           New
Subsidiaries. With respect to the addition of the New Subsidiaries as Borrowers and Subsidiary Borrowers, the Bank shall have
received:


 


(a)          A
certificate, dated the Amendment No. 1 Effective Date, of the chief executive officer or other analogous counterpart of each New
Subsidiary: (i) attaching a true and complete copy of the resolutions of its Managing Person and of all documents evidencing all
necessary limited liability company action (in form and substance satisfactory to the Bank) taken by it to authorize the Loan Documents
to which it is a party and the transactions contemplated thereby, (ii) attaching a true and complete copy of its certificate of
formation and operating agreement, (iii) attaching a certificate of good standing of the secretary of state of its organization
or formation, issued not more than 30 days prior to the Amendment No. 1 Effective Date, and (iv) setting forth the incumbency of
its officer or officers (or the equivalent) who may sign the Loan Documents to which it is a party, including therein a signature
specimen of such officer or officers (or equivalent).


 


(b)          The
Bank shall have received certificates of insurance or other evidence reasonably satisfactory to the Bank that the insurance required
by Section 5.2(f)(i) with respect to the New Subsidiaries has been obtained and is in effect.


 


(c)          The
Bank shall have received Uniform Commercial Code financing statements (or amendments), required by law or reasonably requested
by the Bank to be filed, registered or recorded to create or perfect the Liens intended to be created under the Pledge Agreement
– Subsidiary Borrowers, as amended by this Amendment.


 




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(d)          The
Bank shall have received Uniform Commercial Code, tax and judgment lien search reports with respect to each applicable public office
where Liens are or may be filed disclosing that there are no outstanding Liens of record as of the Amendment No. 1 Effective Date
in such official's office covering any New Subsidiary as debtor thereunder or any Collateral attributable to such New Subsidiary
(in any case, other than Liens permitted to exist pursuant to Section 6.1 of the Credit Agreement).


 


6.5           Certificates
of Existing Borrowers. The Bank shall have received:


 


(a)          a
certificate of the chief executive officer or other analogous counterpart of each Existing Borrower: (i) attaching a true and complete
copy of the resolutions of its Managing Person and of all documents evidencing all necessary limited liability company action (in
form and substance satisfactory to the Bank) taken by it to authorize this Amendment, the Amended and Restated Security Agreement
and the transactions contemplated hereby and thereby, (ii) certifying that its certificate of formation and operating agreement
have not been amended since October 31, 2011, or, if so, setting forth the same, and (iii) setting forth the incumbency of its
officer or officers who may sign this this Amendment and the Amended and Restated Security Agreement, including therein a signature
specimen of such officer or officers; and


 


(b)          a
certificate of good standing of the secretary of state of the state of organization or formation of each Existing Borrower, issued
not more than 30 days prior to the Amendment No. 1 Effective Date.


 


6.6           Legal
Opinion. Counsel to the Existing Borrowers, the New Subsidiaries and the Guarantor shall have delivered its opinion to, and
in form and substance reasonably satisfactory to, the Bank.


 


6.7           USA
Patriot Act. With respect to the New Subsidiaries, the Bank shall have received, to the extent requested, all documentation
and other information required by regulatory authorities under applicable "know your customer" and anti-money laundering
rules and regulations, including the USA Patriot Act.


 


7.          Reference
to and Effect upon the Credit Agreement.


 


7.1           Effect.
Except as specifically amended hereby, the Credit Agreement and the other Loan Documents shall remain in full force and effect
in accordance with their terms and are hereby ratified and confirmed.


 


7.2           No
Waiver; References. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right,
power or remedy of the Bank under the Credit Agreement, or constitute a waiver of any provision of the Credit Agreement, except
as specifically set forth herein. Upon the effectiveness of this Amendment, each reference in:


 




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(a)          the
Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of similar
import shall mean and be a reference to the Credit Agreement as amended hereby;


 


(b)          the
other Loan Documents to the term "the Credit Agreement" shall mean and be a reference to the Credit Agreement as amended
hereby;


 


(c)          the
Loan Documents to the (i) terms "Borrower" and "Borrowers" shall include each of the New Subsidiaries, (ii)
term Security Agreement shall mean and be a reference to the Amended and Restated Security Agreement, (iii) term Pledge Agreement
– Subsidiary Borrowers shall mean and be a reference to the Pledge Agreement – Subsidiary Borrowers as amended hereby,
(iv) Notes shall mean and be a reference to the Notes as amended hereby, and (v) term "the Loan Documents" shall be deemed
to include this Amendment.


 


8.          Prior
Agreement. The Credit Agreement and the other Loan Documents shall each be deemed amended and supplemented hereby to the extent
necessary, if any, to give effect to the provisions of this Amendment. The Loan Documents are hereby ratified and reaffirmed and
shall remain in full force and effect. This Amendment is not a novation and the terms and conditions of this Amendment shall be
in addition to, and supplemental to, all terms and conditions set forth in the Loan Documents. In the event of any conflict or
inconsistency between this Amendment and the terms of such documents, the terms of this Amendment shall be controlling, but such
document shall not otherwise be affected or the rights therein impaired. Except as specifically set forth herein, the execution,
delivery and effectiveness of this Amendment shall not (a) operate as a waiver of any existing or future Default or Event of Default,
whether known or unknown or any right, power or remedy of the Bank or the Bank under the Credit Agreement, or (b) constitute a
waiver or amendment of any provision of the Credit Agreement.


 


9.          Counterparts.
This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute
one and the same instrument.


 


10.         Governing
Law. This Amendment and the rights and obligations of the parties hereto shall be governed by and construed in accordance with
the laws of the State of New York.


 


[Signature pages follow]


 




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In
Witness Whereof, the parties hereto have caused this Amendment to be duly executed and delivered on the date first written
above.


 


	 	BORROWERS
	 	 
	 	THE ONE GROUP, LLC
	 	 	 
	 	By:	/s/ Jonathan Segal
	 	Name:	Jonathan Segal
	 	Title:	Chief Executive Officer
	 	 	 
	 	ONE 29PARK 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
	 	 	 
	 	HERAEA VEGAS, LLC
	 	 	 
	 	By	/s/ Jonathan Segal
	 	Name	Jonathan Segal
	 	Title:	Chief Executive Officer
	 	 	 
	 	XI SHI LAS VEGAS, LLC
	 	 	 
	 	By:	/s/ Jonathan Segal
	 	Name:	Jonathan Segal
	 	Title:  	Chief Executive Officer
	 	 	 
	 	BANK
	 	 	 
	 	HERALD NATIONAL BANK
	 	 	 
	 	By	/s/ Eugene J. Ward
	 	Name:	Eugene J. Ward
	 	Title: 	Vice President


 





Signature
Page to The one Group Amendment No. 1







 







    	 



    	 



    

  


	AGREED TO AND CONFIRMED:
	 	 	 
	/s/ Jonathan Segal	 
	JONATHAN SEGAL
	 	 	 
	TALIA LTD	 
	 	 	 
	By: 	/s/ Jonathan Segal	 
	Name:	Jonathan Segal	 
	Title:	Managing Person	 
	 	 	 
	RCI II, LTD	 
	 	 	 
	By: 	/s/ Jonathan Segal	 
	Name:	Jonathan Segal	 
	Title:	Managing Person	 
	 	 	 
	TALIA LTD	 
	 	 	 
	By: 	/s/ Jonathan Segal	 
	Name:	Jonathan Segal	 
	Title:	Managing Person	 
	 	 	 




  


Signature
Page to The one Group Amendment No. 1


 




    	 



    	 



    

 


EXHIBIT A


 


FORM OF NOTE


$__________________


_______ __, 20__


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, STK ATLANTA, LLC, a Georgia limited
liability company, HERAEA VEGAS LLC, a Nevada limited liability company and XI SHI LAS VEGAS LLC, a Nevada 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") ______________________
DOLLARS ($___________) 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
amended and as the same may be further 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:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	ONE 29 PARK MANAGEMENT, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	STK-LAS VEGAS, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	STK ATLANTA, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	HERAEA VEGAS LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	XI SHI LAS VEGAS LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


  







    	 



    	 



    

 


SCHEDULE TO NOTE


 





	Date	 	
        Amount

        of Loan
	 	Amount of

 principal, paid or

 prepaid	 	
        Notation

        made by








 





    	 



    	 



    

 


EXHIBIT B


 


FORM OF AMENDED AND RESTATED SECURITY
AGREEMENT


  




    	 



    	 



    

 


SCHEDULE I


 


[SCHEDULE I TO PLEDGE AGREEMENT –
SUBSIDIARY BORROWERS]


 





	Issuer	 	Type of Entity	 	Type of

 Equity

 Interest	 	Certificate

 Number	 	Number of

 Shares	 	Percentage of

 Issued and

 Outstanding

 Shares	 
	One 29 Park Management, LLC	 	New York 
Limited Liability Company	 	Limited liability company membership interest	 	N/A	 	N/A	 	 	100	%
	STK-Las Vegas, LLC	 	Nevada 
Limited Liability Company	 	Limited liability company membership interest	 	N/A	 	N/A	 	 	100	%
	STK Atlanta, LLC	 	Georgia 
Limited Liability Company	 	Limited liability company membership interest	 	N/A	 	N/A	 	 	100	%
	Heraea Vegas LLC	 	Nevada 
Limited Liability Company	 	Limited liability company membership interest	 	N/A	 	N/A	 	 	100	%
	Xi Shi Las Vegas LLC	 	Nevada 
Limited Liability Company	 	Limited liability company membership interest	 	N/A	 	N/A	 	 	100	%


 






    	 



    	 



    




 


SCHEDULE II


 


CURRENT NOTES


 


Note No. 2, dated April 11, 2012, in the principal amount of
$1,500,000, executed by the Existing Borrowers in favor of the Bank


 


Note No. 3, dated November 15, 2012, in the principal amount
of $500,000, executed by the Existing Borrowers in favor of the Bank