HERALD NATIONAL BANK


623 Fifth Avenue


New York, New York 10022


 


October 31, 2011


 


The One Group, LLC


One 29 Park Management, LLC,

 STK-Las Vegas, LLC


STK Atlanta, LLC


c/o The One Group


411 West 14th
Street, 3rdFloor


New York, New York 10014


Attention: Mr. Jonathan Segal


 


Ladies and Gentlemen:


 


Reference is
made to the Pledge Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time
to time, the "Pledge Agreement") between The One Group, LLC (the "Pledgor") and Herald
National Bank (the "Bank"). Capitalized terms not defined herein shall have the respective meanings assigned
to such terms under the Pledge Agreement. Pursuant to the Pledge Agreement, the Pledgor has granted to the Bank a security
interest in and lien upon the Pledgor's membership interest in each of One 29 Park Management, LLC, STK-Las Vegas, LLC and
STK Atlanta, LLC (collectively, the "Pledged Collateral"). The Pledgor, One 29 Park Management, LLC,
STK-Las Vegas, LLC and STK Atlanta, LLC (individually, a "Company" and collectively, the
"Companies") and the Bank are entering into this agreement to acknowledge and perfect the security interest
of the Bank in the Pledged Collateral.


 


Each Company hereby
acknowledges the security interest of the Bank in the Pledged Collateral, and represents to the Bank that (i) on the date hereof,
it does not know of any claim to or security interest in the Pledged Collateral, other than the interests of the Pledgor and the
Bank, and (ii) it has not identified in its records any other person as an entitlement holder with respect to the Pledged Collateral.


 


The Pledgor hereby
directs the Companies, and the Companies agree, to make all notations in its records pertaining to the Pledged Collateral that
are necessary or appropriate to reflect the security interest of the Bank in the Pledged Collateral.


 


The Pledgor authorizes
and directs each Company, and each Company agrees, to comply with any instructions originated by the Bank and received by it in
writing from the Bank or its designee, without further notice to or consent from the Pledgor. The Pledgor hereby directs the Companies,
and the Companies hereby agree, to take instructions with respect to the Pledged Collateral solely from or originated by the Bank
or its designee. The Companies agree not to accept instructions with respect to the Pledged Collateral originated by any person
other than the Bank or its designee and not to permit the transfer or other disposal of the Pledged Collateral or any portion thereof
without the prior written consent of the Bank.


 




    	 



    	 



    

 


THIS
AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES UNDER THIS AGREEMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.


 


This agreement shall
remain in effect until the security interest of the Bank in and lien upon the Pledged Collateral has terminated. The rights and
powers granted to the Bank in this agreement are powers coupled with an interest, are irrevocable and will not be affected by the
bankruptcy of the Pledgor or by the lapse of time.


 


No amendment or modification
of this agreement shall be binding on any party to this agreement unless it is in writing and signed by each of the parties to
this agreement. No waiver of any right hereunder shall be binding on any party unless such waiver is in writing and signed by the
party against whom enforcement is sought.


 


Every provision of
this agreement is intended to be severable, and if any term or provision of this agreement shall be invalid, illegal or unenforceable
for any reason whatsoever, the validity, legality and enforceability of the remaining provisions hereof shall not be in any way
affected or impaired thereby.


 


The terms of this agreement
shall be binding upon, and shall inure to the benefit of the parties hereto and their respective successors and assigns.


 


All communications and notices hereunder shall be in writing
and given as provided in Section 16 of the Pledge Agreement.


 


This agreement embodies
the entire agreement and understanding among the Pledgor, the Bank and the Companies relating to the subject matter hereof, and
supersedes all prior agreements and understandings relating to the subject matter hereof.


 


This agreement may
be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may
execute this agreement by signing and delivering one or more counterparts.


 


[Signature
page follows.]


 




    	- 2 -



    	 



    

 


Please indicate your agreement
to the foregoing by executing the enclosed copy of this letter in the appropriate space provided below and returning it to the
Bank.


 


	 	Very truly yours,
	 	HERALD NATIONAL BANK
	 	 	 
	 	By:	/s/ Michael Laurie
	 	Name:  Michael Laurie
	 	Title: Senior Vice President and Managing Director


 


	Accepted and Agreed to:	 
	 	 
	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	 


 


The One Group Acknowledgement of Pledge
Agreement-Subsidiary Borrowers Signature Page