GUARANTEE AGREEMENT


 


[Committed
Capital Acquisition Corporation]


 


 


GUARANTEE AGREEMENT,
dated as of October 25, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this
"Guarantee"), made by the undersigned, COMMITTED CAPITAL ACQUISITION CORPORATION, a Delaware corporation
(the "Guarantor") to BANKUNITED, N.A., as successor by merger to Herald National Bank (the "Bank").


 


Reference is made to
the Credit Agreement, dated as of October 31, 2011 (as heretofore amended by (i) that certain Amendment No. 1 and Addendum to Credit
Agreement, dated as of January 24, 2013 and (ii) that certain Amendment No. 2 to Credit Agreement, Consent And Termination Agreement,
dated as of October 15, 2013, and as it may hereafter be further amended, restated, supplemented or otherwise modified from time
to time, the "Credit Agreement"), 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 sometimes referred to individually as a "Borrower",
and collectively, as the "Borrowers") and the Bank.


 


It is a condition precedent
to the making of any Loans by the Bank to the Borrowers, after the date hereof, that the Guarantor shall have executed and delivered
this Guarantee.


 


Accordingly, the parties hereto agree as
follows:


 


		Section	1.                
Definitions



 


Except as otherwise provided
herein, capitalized terms that are used but not otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement.


 


		Section	2.                
Guarantee



 


(a)               
The Guarantor irrevocably and unconditionally guarantees the due and punctual payment of principal of, and premium, if any,
and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding) on, the Obligations. The Guarantor further agrees that the Obligations
may be extended or renewed, in whole or in part, without notice to or further assent from it and that it will remain bound upon
its guarantee notwithstanding any extension or renewal of any Obligation.


 


(b)              
This Guarantee constitutes a guarantee of payment and the Bank shall not have any obligation to enforce any Loan Document
or any other agreement or document with respect to the Obligations or exercise any right or remedy with respect to any collateral
security thereunder by any action, including, without limitation, making or perfecting any claim against any Person or any collateral
security for any of the Obligations prior to being entitled to the benefits of this Guarantee. The Bank may, at its option, proceed
against the Guarantor, or any other guarantor, in the first instance to enforce the Obligations without first proceeding against
the Borrowers or any other Person, and without first resorting to any other rights or remedies, as the Bank may deem advisable.
In furtherance hereof, if the Bank is prevented by law from collecting or otherwise hindered from collecting or otherwise enforcing
any Obligation in accordance with its terms, the Bank shall be entitled to receive hereunder from the Guarantor after demand therefor,
the sums which would have been otherwise due had such collection or enforcement not been prevented or hindered.


 






    	 



    	 



    

 


(c)               
It is understood that while the amount of the Obligations is not limited, if, in any action or proceeding involving any
state or federal bankruptcy, insolvency or other law affecting the rights of creditors generally, this Guarantee would be held
or determined to be void, invalid or unenforceable on account of the amount of the aggregate liability of the Guarantor under this
Guarantee, then, notwithstanding any other provision of this Guarantee to the contrary, the aggregate amount of such liability
shall, without any further action of the Guarantor, the Bank shall be automatically limited and reduced to the highest amount which
is valid and enforceable as determined in such action or proceeding.


 


(d)              
The obligations hereunder of the Guarantor are joint and several with the obligations of any other guarantor (if any) of
the Obligations.


 


		Section	3.                
Absolute Obligation



 


This Guarantee guarantees
the payment of all Obligations of the Borrowers owed to the Bank now or hereafter existing, under any of the Loan Documents (as
each may be amended, restated, supplemented or otherwise modified from time to time), whether for principal, interest, fees, expenses
or otherwise, and the Guarantor agrees to pay all Obligations now or hereafter existing under this Guarantee. Subject to Sections
2(c), 5 and 8, the Guarantor shall be released from liability hereunder when all Obligations shall have been indefeasibly paid
in full in cash, and all commitments under the Credit Agreement have terminated or expired. The Guarantor acknowledges and agrees
that (a) the Bank has not made any representation or warranty to the Guarantor with respect to the Borrowers, any Loan Document,
or any agreement, instrument or document executed or delivered in connection with the Obligations or any other matter whatsoever,
and (b) the Guarantor shall be liable hereunder, and such liability shall not be affected or impaired, irrespective of (i) the
validity or enforceability of any Loan Document or any agreement, instrument or document executed or delivered in connection with
the Obligations, or the collectability of any of the Obligations, (ii) the preference or priority ranking with respect to any of
the Obligations, (iii) the existence, validity, enforceability or perfection of any security interest or collateral security under
any Loan Document or the release, exchange, substitution or loss or impairment of any such security interest or collateral security,
(iv) any failure, delay, neglect or omission by the Bank to realize upon any direct or indirect collateral security, indebtedness,
liability or obligation, any Loan Document or any agreement, instrument or document executed or delivered in connection with any
of the Obligations, (v) the existence or exercise of any right of set-off by the Bank, (vi) the existence, validity or enforceability
of any other guaranty with respect to any of the Obligations, the liability of any other Person in respect of any of the Obligations,
or the release of any such Person or any other guarantor(s) of any of the Obligations, (vii) any act or omission of the Bank in
connection with the administration of any Loan Document or any of the Obligations, (viii) the bankruptcy, insolvency, reorganization
or receivership of, or any other proceeding for the relief of debtors commenced by or against, any Person, (ix) the disaffirmance
or rejection of any of the Obligations, any Loan Document or any agreement, instrument or document executed or delivered in connection
with any of the Obligations, in any bankruptcy, insolvency, reorganization or receivership, or any other proceeding for the relief
of debtors, relating to any Person, (x) any law, regulation or decree now or hereafter in effect which might in any manner
affect any of the terms or provisions of any Loan Document or any agreement, instrument or document executed or delivered in connection
with any of the Obligations, or which might cause or permit to be invoked any alteration in the time, amount, manner or payment
or performance of any of the Obligations and liabilities (including, without limitation, the obligations of the Borrowers), (xi)
the merger or consolidation of any Borrower into or with any Person, (xii) the sale by any Borrower of all or any part of its assets,
(xiii) the fact that at any time and from time to time none of the Obligations may be outstanding or owing to the Bank, (xiv) any
amendment, restatement or modification of, or supplement to, any Loan Document or (xv) any other reason or circumstance which
might otherwise constitute a defense available to or a discharge of any Borrower in respect of its obligations or liabilities or
of the Guarantor in respect of any of the obligations of the Guarantor (other than the final and indefeasable payment in full in
cash of the Obligations).


 






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		Section	4.                
Agreement to Pay; Subrogation and Subordination



 


Upon the failure of any
Borrower to pay any Obligation when and as the same shall become due beyond any applicable grace, notice or cure period, whether
at maturity, by acceleration, after notice of prepayment or otherwise, the Guarantor hereby promises to, and will forthwith pay,
or cause to be paid, to the Bank in cash the amount of such unpaid Obligations (subject to the limitations set forth in Section
2(c)). Upon payment by the Guarantor of any sums to the Bank as provided above, all rights of the Guarantor against the Borrowers
arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects
be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations and the
Guarantor agrees that it will not assert or pursue any such rights unless and until the Bank shall have received indefeasible payment
in full of the Obligations. In addition, any indebtedness of any Borrower now or hereafter held by the Guarantor is hereby subordinated
in right of payment to the prior payment in full of the Obligations. If any amount shall erroneously be paid to the Guarantor on
account of (a) such subrogation, contribution, reimbursement, indemnity or similar right or (b) any such indebtedness of any Borrower,
such amount shall be held in trust for the benefit of the Bank and shall forthwith be paid to the Bank to be credited against the
payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.


 


		Section	5.                
Reserved



 


		Section	6.                
Notices



 


Except as otherwise specifically
provided herein, all notices, requests, consents, demands, waivers and other communications hereunder shall be given in the manner
provided in Section 8.1 of the Credit Agreement, to the address of the Guarantor set forth on the signature page hereto or to such
other addresses as to which the Bank may be hereafter notified by the Guarantor.


 


		Section	7.                
Expenses



 


The Guarantor shall pay
upon demand all reasonable out of pocket costs and expenses incurred or paid by the Bank, including the reasonable fees, charges
and disbursements of any counsel for the Bank, in connection with the preparation and administration of this Guarantee or any amendments,
modifications or waivers of the provisions of any Loan Document (whether or not the transactions contemplated thereby shall be
consummated, but only to the extent such expenses are not paid by the Borrowers under the Credit Agreement) and the enforcement
or protection of the Bank's rights in connection with this Guarantee, the other Loan Documents or the Loans, including all such
out of pocket expenses incurred during any workout, restructuring or negotiations in respect of the Loans.


 


		Section	8.                
Repayment in Bankruptcy, etc. 



 


If, at any time or times
subsequent to the payment of all or any part of the Obligations, the Bank shall be required to repay any amounts previously paid
by or on behalf of the Borrowers or the Guarantor in reduction thereof by virtue of an order of any court having jurisdiction in
the premises, including, without limitation, as a result of an adjudication that such amounts constituted preferential payments
or fraudulent conveyances, the Guarantor unconditionally agrees to pay to the Bank within 10 days after demand a sum in cash equal
to the amount of such repayment, together with interest on such amount from the date of such repayment by the Bank to the date
of payment to the Bank at the applicable rate set forth in Section 2.7(b) of the Credit Agreement.


 






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		Section	9.                
Other Provisions



 


(a)               
This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York.


 


(b)              
No failure or delay of the Bank in exercising any power or right hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right
or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of
the Bank hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they
would otherwise have. No waiver of any provision of this Guarantee or any other Loan Document or consent to any departure by the
Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (c) of this Section, and
then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or
demand on the Guarantor in any case shall entitle the Guarantor to any other or further notice or demand in similar or other circumstances.


 


(c)               
Neither this Guarantee nor any provision hereof may be waived, amended or modified except pursuant to a written agreement
entered into by and between the Bank and the Guarantor.


 


(d)              
The Guarantor hereby waives presentment, demand for payment, notice of default, nonperformance and dishonor, protest and
notice of protest of or in respect of this Guarantee, the Loan Documents and the Obligations, notice of acceptance of this Guarantee
and reliance hereupon by the Bank, and the incurrence of any of the Obligations, notice of any sale of collateral security or any
default of any sort and notice of any amendment, modification, increase or waiver of any Loan Document.


 


(e)               
The Guarantor is not relying upon the Bank to provide to it any information concerning any Borrower or any Subsidiary, and
the Guarantor has made arrangements satisfactory to the Guarantor to obtain from the Borrowers on a continuing basis such information
concerning the Borrowers and the Subsidiaries as the Guarantor may desire.


 


(f)               
The Guarantor agrees that any statement of account with respect to the obligations of the Borrowers from the Bank to the
Borrowers which binds the Borrowers shall also be binding upon the Guarantor, and that copies of such statements of account maintained
in the regular course of the Bank's business may be used, absent manifest error, in evidence against the Guarantor in order to
establish the obligations of the Guarantor.


 


(g)               
The Guarantor acknowledges that it has received a copy of the Credit Agreement and the other Loan Documents. In addition,
the Guarantor acknowledges having read the Credit Agreement and each Loan Document and having had the advice of counsel in connection
with all matters concerning its execution and delivery of this Guarantee, and, accordingly, waives any right it may have to have
the provisions of this Guarantee strictly construed against the Bank.


 


(h)              
In the event any one or more of the provisions contained in this Guarantee or in any other Loan Document should be held
invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained
herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction).
The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.


 






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(i)    
The Guarantor represents and warrants as follows: (i) it is duly organized and validly existing in good standing
under the laws of Delaware, has the power and authority and all governmental licenses, authorizations, consents and approvals to
own its assets and to carry on its business; (ii) it has full legal power and authority to enter into, execute, deliver and perform
the terms of this Guaranty and the other Loan Documents to which it is a party, all of which have been duly authorized by all proper
and necessary limited liability company action and are in full compliance with its organizational documents; and (iii) all representations
and warranties relating to the "Guarantor" contained in the Credit Agreement are true and correct in all material respects,
except to the extent such representations and warranties refer to or relate to (A) an earlier date,
in which case they are true and correct as of such date, or (B) the Key-Person Policy, which is no longer a requirement under the
Credit Agreement.


 


(j)                
Section headings used herein are for convenience of reference only, are not part of this Guarantee and are not to affect
the construction of, or be taken into consideration in interpreting, this Guarantee.


 


		Section	10.            
Reserved



 


		Section	11.            
Jurisdiction; Consent to Service of Process



 


(a)               
EACH PARTY TO THIS GUARANTEE HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW
YORK STATE COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK CITY, AND ANY APPELLATE COURT FROM ANY THEREOF,
IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTEE OR THE OTHER LOAN DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT
OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT
OR, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN
ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY
OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTEE SHALL AFFECT ANY RIGHT THAT THE BANK MAY OTHERWISE HAVE TO BRING ANY ACTION
OR PROCEEDING RELATING TO THIS GUARANTEE OR THE OTHER LOAN DOCUMENTS AGAINST THE GUARANTOR OR IN THE COURTS OF ANY JURISDICTION.


 


(b)              
EACH PARTY TO THIS GUARANTEE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY
DO SO, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS GUARANTEE OR THE OTHER LOAN DOCUMENTS IN ANY COURT REFERRED TO IN PARAGRAPH (a) OF THIS SECTION. EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE
OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


 






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		Section	12.            
WAIVER OF JURY TRIAL



 


EACH OF THE BANK AND
THE GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREIN. FURTHER, THE
GUARANTOR HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE BANK, OR COUNSEL TO THE BANK, HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT THE BANK WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. THE GUARANTOR
ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO ENTER INTO THIS GUARANTEE BY, INTER ALIA, THE PROVISIONS OF THIS SECTION
12.


 


Section
11. References in Loan Documents


 


Each reference in the
Credit Agreement and the other Loan Documents to (i) "Guarantor" shall mean and be a reference to the Guarantor hereunder,
(ii) "Guarantee Agreement" shall mean and be a reference to the this Guarantee and (iii) "Loan Documents" shall
be deemed to include this Guarantee.


 


Section
12. Integration


 


This Guarantee embodies
the entire agreement and understanding between the Guarantor and the Bank with respect to the subject matter hereof and supersedes
all prior agreements and understandings between the Guarantor and the Bank with respect to the subject matter hereof.


 


[Signature page follows]


 






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IN WITNESS WHEREOF
the Guarantor has caused this Guarantee to be duly executed and delivered as of the date first above written.


 


	 	COMMITTED CAPITAL ACQUISITION

CORPORATION 
	 	 	 
	 	 	 
	 	By:	/s/ Jonathan Segal
	 	Name:	Jonathan Segal
	 	Title:	Chief Executive Officer
	 	 	 
	 	Address:
	 	 	 
	 	411 West 14th Street, 3rd Floor
	 	New York, New York 10014
	 	Attention:  Jonathan Segal, CEO
	 	Telecopier No.:  212-255-9715


 


	ACCEPTED AND AGREED TO	 	 
	by the Bank and the Borrowers as to 	 	 
	Section 11 of this Guarantee:	 	 
	 	 	 
	BANKUNITED, N.A., as successor by 	 	 
	merger to Herald National Bank	 	 
	 	 	 


 


	By:	/s/ Eugene J. Ward	 
	Name: 	Eugene J. Ward	 
	Title: 	Vice President	 
	 	 	 
	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	 


 





Signature
Page to Guarantee [Committed Capital Acquisition Corporation]