NOTE


 


 





	$500,000.00	November 15, 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") Five hundred thousand and 00/100
DOLLARS ($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 matter 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 circun1Stances, 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.


  


 


 


 


$500,000.00
Note 1l-15-12





 






    	 



    	 



    

 








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