Exhibit 10.1 


 





EMPLOYMENT AGREEMENT


  


This Employment Agreement (this “Agreement”)
is made and entered into by and between THE ONE GROUP HOSPITALITY, INC. a Delaware corporation (the “Company”),
and EMANUEL HILARIO (the “Executive”), and effective as of October 30, 2017 (the “Effective
Date”).


 


RECITALS


 





WHEREAS, the Company desires to employ the
Executive as its President and Chief Executive Officer and the Executive desires to be so employed by the Company on the terms
and conditions set forth in this Agreement.


 





NOW, THEREFORE, in consideration of the
mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:


 





AGREEMENT


 


1.       Position
and Duties. The Executive shall serve as the President and Chief Executive Officer of the Company (including its subsidiary
The ONE Group LLC) and, in such capacity shall be responsible for the general management of the business, affairs and operations
of the Company, shall perform such duties as are customarily performed by a president and chief executive officer of a company
of a similar size and shall have such power and authority as shall reasonably be required to enable him to perform his duties hereunder;
provided, however, that in exercising such power and authority and performing such duties, he shall at all times be subject
to the authority, control and direction of the Board of Directors of the Company (the “Board”). The Executive
shall report to the Board and shall devote substantially his full business time and attention to the business and affairs of the
Company and its subsidiaries. The Executive shall perform his duties and responsibilities in a diligent, trustworthy, businesslike
and efficient manner. The Executive shall not engage in any other business activities that could reasonably be expected to conflict
with the Executive’s duties, responsibilities and obligations hereunder.


 


2.       Term.
The employment hereunder shall be for a term of three (3) years commencing on the Effective Date and ending on the three (3) year
anniversary thereof (the “Expiration Date”), unless terminated earlier pursuant to Section 4 of this
Agreement (the “Term of Employment”). Thereafter, this Agreement shall automatically be renewed and the
Term of Employment extended for additional consecutive terms of one (1) year (each a “Renewal Term”),
unless such renewal is objected to by either the Company or the Executive upon ninety (90) days written notice prior to the commencement
of the next Renewal Term. In the event of renewal, the last day of each Renewal Term shall be deemed the new Expiration Date.


 


3.       Compensation
and Related Matters. 


 


(a)       Base
Salary. As compensation for services rendered hereunder, the Executive shall initially receive a salary of $450,000 annually
(the “Base Salary”), which shall be paid in accordance with the Company’s then prevailing payroll
practices. The Executive may receive increases (but not decreases) in his Base Salary as the Board, or the compensation committee
of the Board, may approve in its sole discretion from time to time; provided that the Executive’s Base Salary will be reviewed
for potential upward adjustment not less often than annually.


 






    	 	1	 



     


    

 


(b)       Bonus.
The Executive will be eligible to receive an annual, discretionary bonus (the “Bonus”) based in part
upon achievement of individual and corporate performance objectives as determined by the Board. The Bonus shall be targeted at
fifty percent (50%) of the Executive’s then-effective annual Base Salary. The Executive shall be eligible to receive a Bonus
in excess of the targeted Bonus if Company performance exceeds 100% of the targeted goals, and a Bonus below the target amount
may be payable if actual performance at least equals a minimum threshold, each as approved by the Board in consultation with the
Executive at the time the annual performance goals are established. Notwithstanding the foregoing, whether the Executive receives
a Bonus and the amount of any such Bonus, will be determined by the Board in its sole and absolute discretion, except that any
portion of the Bonus that Board determines to be based on the targeted goals will be considered non-discretionary and payable based
on achievement of such goals. The Bonus will be deemed earned provided that the Executive is employed as of December 31st of the
calendar year to which such Bonus relates and is not in material breach of this Agreement as of the payment date. The Bonus, if
any, will be paid no later than April 30 of the year following the year to which the performance objectives relate.


 


(c)       Stock
Options. On the Effective Date, the Executive shall be granted, under the 2013 Employee, Director and Consultant Equity Incentive
Plan (the “Stock Incentive Plan”), options (the “Options”) to purchase 300,000
shares of the Company’s common stock at an exercise price equal to the Closing Price. The Options shall be subject to and
governed by the terms of the Stock Incentive Plan and a stock option agreement. The Options shall vest ratably over the first three
(3) anniversaries of the grant date subject to Executive’s continuous employment through each vesting date.


 


(d)       Restricted
Stock Units. On the Effective Date, the Executive shall be granted 300,000 Restricted Stock Units (“RSUs”)
pursuant to the Stock Incentive Plan. The RSUs shall be subject to and governed by the terms of the Stock Incentive Plan and a
restricted stock unit award agreement. The RSUs shall vest ratably over the first three (3) anniversaries of the grant date subject
to Executive’s continuous employment through each vesting date, provided, however, that the RSUs may vest earlier
as follows (i) 100,000 RSUs shall vest on the date that the Average Closing Price is fifty percent (50%) more than the Closing
Price; (ii) 100,000 shall vest on the date that the Average Closing Price is seventy-five percent (75%) more than the Closing Price;
and (iii) 100,000 RSUs shall vest on the date that the Average Closing Price is one-hundred percent (100%) more than the Closing
Price. As used herein, “Closing Price” is the closing price of the Company’s common stock on the
date of grant. “Average Closing Price” is the average closing price of the Common’s common stock
as measured over ten (10) consecutive trading days.


 


(e)       Signing
Grant. On the Effective Date, the Executive shall be granted, pursuant to the Stock Incentive Plan, 71,000 shares of the Company’s
common stock.


 






    	 	2	 



     


    

 


(f)       Travel
and Housing Allowance. Executive acknowledges and agrees that the Company’s headquarters are located in New York, New
York, and that he will be required to travel to the Company’s offices in New York as necessary for the performance of his
duties to the Company. So long as Executive’s primary residence is in Denver, Colorado, the Company will reimburse the Executive
for his reasonable out-of pocket expenses, accommodation in New York, and for round-trip coach tickets for his travel to New York.


 


(g)       Other
Benefits. The Executive shall be entitled to participate in all incentive, savings and retirement plans, all welfare benefit
plans and all other perquisites of employment on the same terms and conditions generally available to other executives of the Company
having comparable rank, authority and seniority to the Executive. The Executive understands that, except when prohibited by applicable
law or with respect to Section 5(e), the Company’s benefit plans and fringe benefits may be cancelled, changes, modified,
replaced, terminated, or amended by the Company from time to time in its sole discretion so long as such revisions do not have
a disproportionately negative impact on the Executive vis-à-vis other Company employees, to the extent applicable.


 


(h)       Vacation;
Holiday Pay and Sick Leave. The Executive shall be entitled to four (4) weeks’ paid vacation in each calendar year, which
if not taken, may not be carried over from one calendar year to the next. Executive shall receive holiday pay and paid sick leave
as provided to other executive employees of the Company. Upon cessation of Executive’s employment for any reason, Executive
shall receive pay for all accrued and unused vacation, calculated at his Base Salary rate in effect at the time of the cessation
of his employment, provided that the amount of vacation that Executive shall be entitled to accrue during the Term shall be in
accordance with Company policy.


 


(i)       Withholding.
All amounts payable to the Executive under this Section 3 shall be subject to all required federal, state and local withholding,
payroll and insurance taxes.


 


4.       Termination.
The Executive’s employment may be terminated and this Agreement terminated pursuant to this Section 4. Upon
termination of Executive’s employment for any reason (whether voluntarily or involuntarily), Executive shall be deemed to
have resigned from all offices and directorships, if any, and then held with the Company or any of its affiliates, and, at the
Company’s request, Executive shall execute such documents as are necessary or desirable to effectuate such resignations.


 


(a)       Death.
The Executive’s employment hereunder shall terminate upon his death.


 


(b)       Disability.
The Company may terminate the Executive’s employment upon written notice if the Executive becomes subject to a Disability.
For purposes of this Agreement, “Disability” shall mean the absence of the Executive from the Executive’s
duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical
illness, which is determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable
to the Executive or the Executive’s legal representative. Executive hereby consents to such examination and consultation
regarding his health and ability to perform as aforesaid.


 






    	 	3	 



     


    

 


(c)       Termination
by Company for Cause. The Company may terminate the Executive’s employment for Cause upon written notice. For purposes
of this Agreement, “Cause” shall mean (i) failure by Executive to substantially
perform material duties hereunder, after written notice requesting such performance; (ii) Executive's material violation of a material
Company policy that results in significant and demonstrable damage to the Company's business or reputation, which, to the extent
such failure is curable, Executive does not cure within a period of thirty (30) days (the “Cause Cure Period”)
after written notice of such failure is provided to Executive by the Company; or (iii) Executive's conviction of or plea of guilty
to any felony.


 


(d)       Termination
by the Company Without Cause. The Company may terminate the Executive’s employment at any time without Cause upon thirty
(30) days prior written notice. During the 30-day notice period, the Executive shall remain an active employee of the Company and
will be expected to continue to perform his duties in a satisfactory manner, and in compliance with all of the Company’s
policies and procedures. However, the Company may, at its sole discretion, both place the Executive on paid leave and suspend all
of his duties and powers for all or part of the applicable notice period.


 


(e)       Termination
by the Executive without Good Reason. The Executive may terminate his employment at any time without Good Reason, upon 30 days
prior written notice. During the 30-day notice period, the Executive shall remain an active Company employee and will be expected
to continue to perform his duties in a satisfactory manner, and in compliance with all of the Company’s policies and procedures.
However, the Company may, at its sole discretion, either place the Executive on paid leave or suspend all of his duties and powers
for all or part of the applicable notice period.


 


(f)       Termination
by the Executive for Good Reason. The Executive may terminate his employment for Good Reason. For purposes of this Agreement,
“Good Reason” is defined as, without his consent, (i) at any time following
a Change of Control (as defined below) the relocation of Executive’s principal place of employment to a location more than
50 miles from his current location in Denver, Colorado, (ii) a material reduction in his Base Salary or target bonus, (iii) the
Company’s material breach of this Agreement, or (iv) a material diminution in Executive’s title and/or duties, responsibilities
or authority. No resignation shall be deemed a resignation for Good Reason unless the Executive shall have first provided the Company
with written notice of the conditions constituting Good Reason and the Company shall have failed to cure such conditions within
thirty (30) days following its receipt of the notice (the “Good Reason Cure Period”).


 


(g)       Expiration
of the Term. Executive’s employment will terminate automatically upon the Expiration Date if either party has elected
not to renew the Term of Employment.


 


(h)       Termination
Date. The “Termination Date” means: (i) if the Executive’s employment is terminated by his
death under Section 4(a), the date of his death; (ii) if the Executive’s employment is terminated on account of his Disability,
as finally determined under Section 4(b), the date set forth in the Company’s written termination notice to the Executive;
(iii) if the Company terminates the Executive’s employment for Cause under Section 4(c), the date on which the Company provides
the Executive a written termination notice, unless the circumstances giving rise to the termination are subject to the Cause Cure
Period, in which case the date on which the Company provides the Executive a written termination notice following the end of the
Cause Cure Period; (iv) if the Company terminates the Executive’s employment without Cause under Section 4(d), 30 days after
the date on which the Company provides the Executive a written termination notice; (v) if the Executive resigns his employment
without Good Reason under Section 4(e), 30 days after the date on which the Executive provides the Company a written termination
notice; (vi) if the Executive resigns his employment with Good Reason under Section 4(f), the date on which the Executive provides
the Company a written termination notice following the end of the Good Reason Cure Period; and (vii) if this Agreement expires
under Section 2, the Expiration Date.


 






    	 	4	 



     


    

 


5.       Compensation
upon Termination.


 


(a)       Termination
by the Company for Cause or by the Executive without Good Reason. If the Executive’s employment with the Company is terminated
pursuant to Sections 4(c) or (e), or as a result of the non-renewal of the Term of Employment, the Company shall pay or provide
to the Executive the following amounts through the Termination Date: (i) any and all earned and unpaid portion of his then-effective
Base Salary (on or before the first regular payroll date following the Termination Date in accordance with applicable law); (ii)
any and all unreimbursed business expenses (in accordance with the Company’s reimbursement policy); (iii) any and all accrued
and unused vacation time through the Termination Date (on or before the first regular payroll date following the Termination Date
in accordance with applicable law); (iv) any unpaid portion of the Bonus from a prior year, payable when other senior executives
receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Bonus
was earned; and (v) any other benefits the Executive is entitled to receive as of the Termination Date under the employee benefit
plans of the Company, less standard withholdings (collectively the “Accrued Obligations”) on or before
the time required by law but in no event more than 30 days after the Executive’s Termination Date.


 


(b)       Termination
by the Company Without Cause, by the Executive with Good Reason. If the Executive’s employment is terminated by the Company
without Cause as provided in Section 4(d) or the Executive terminates his employment for Good Reason as provided in Section 4(f),
then the Executive shall receive the Accrued Obligations. In addition, the Executive shall be entitled to receive from the Company
the following, subject to Section 6:


 


		(i)	severance payments of the monthly pro-rata portion of the then-effective Base Salary for eighteen (18) months, paid in equal
installments according to the Company’s regular payroll schedule over the eighteen (18) months following the Termination
Date;



 


		(ii)	a monthly amount equal to one-twelfth (1/12) of the target Bonus, paid according to the Company’s regular payroll schedule
over eighteen (18) months following the Termination Date;



 


		(iii)	any equity awards that vest over time and are unvested as of the Termination Date shall be accelerated such that the portion
of the equity awards that would have vested in the eighteen (18) months following the Termination Date will vest as of the Termination
Date; and



 






    	 	5	 



     


    

 


		(iv)	an amount equal to the “COBRA” premium for as long as the Executive and, if applicable, the Executive’s dependents
are eligible for COBRA, subject to a maximum of eighteen (18) months.



 


(c)       Severance.
The payments described in Sections 5(b)(i) and (ii) above shall hereinafter be referred to as the “Severance”.


 


(d)       Termination
Upon Death, Disability. If the Executive’s employment is terminated pursuant to Sections 4 (a) or (b), the Executive
(or the Executive’s estate, or other designated beneficiary(s) as shown in the records of the Company in the case of death)
shall be entitled to receive from the Company payment for the Accrued Obligations at the times specified in Section 5(a) above.


 


(e)       Severance
upon a Change of Control. Anything contained herein to the contrary notwithstanding, in the event the Executive’s employment
hereunder is terminated without Cause pursuant to Section 4(d) or by the Executive for Good Reason pursuant to Section 4(f) within
two (2) years following a Change of Control by the Company, then Executive shall be entitled to receive the Severance in a lump
sum. As used in this Agreement, “Change of Control” means (i) any “Person” (as such term
is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)) becomes
the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities
(excluding for this purpose any such voting securities held by the Company or its affiliates or by any employee benefit plan of
the Company) pursuant to a transaction or a series of related transactions which the Board does not approve, or (ii) (A) a merger
or consolidation of the Company whether or not approved by the Board, other than a merger or consolidation which would result in
the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving entity or the parent of such corporation) more than 50% of the total
voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the
case may be, outstanding immediately after such merger or consolidation; or (B) the sale or disposition by the Company of all or
substantially all of the Company’s assets in a transaction requiring stockholder approval.


 


(f)       No
Duty of Mitigation. The Executive shall not be required to mitigate the amount of any payment provided for in this Section
5 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 5 be reduced by any
compensation earned by the Executive as the result of employment by another employer or business or by profits earned by the Executive
from any other source at any time before and after the Termination Date.


 


6.       Release;
Payment. The Executive’s entitlement to Severance and benefits set forth in Section 5(b) and Section 5(e) is conditioned
on (A) the Executive’s executing and delivering to the Company of a mutual release of claims substantially in the form attached
hereto as Exhibit A within forty-five (45) days following the Termination Date, and on such release becoming effective, (B) the
Executive’s return of all Company property, data and documents to the Company as of the Termination Date, and (C) the Executive’s
compliance with the restrictive covenants set forth in Sections 8 and 9; provided, that if such forty-five (45) day period begins
in one taxable year and ends in the following taxable year, the Severance shall commence in the second taxable year (and any payments
that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant to Section
5(b) or 5(e), as the case may be).


 






    	 	6	 



     


    

 


7.       Section
409A Compliance. 


 


(a)       All
in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred
by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively
practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year
in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year
shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such
right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.


 


(b)        To
the extent that any of the payments or benefits provided for in Section 5 are deemed to constitute non-qualified deferred compensation
benefits subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the
following interpretations apply to Section 5: Any termination of the Executive’s employment triggering payment of benefits
under Section 5 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas.
Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s
employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h)
(as the result of further services that are reasonably anticipated to be provided by the Executive to the Company, or any of its
parents, subsidiaries or affiliates, at the time the Executive’s employment terminates), any benefits payable under Section
5 that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event
constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes
of clarification, this Section 7(b) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act
as a delay until such time as a “separation from service” occurs. Further, if the Executive is a “specified
employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the
date his separation from service becomes effective, any benefits payable under Section 5 that constitute non-qualified deferred
compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month
anniversary of the date his separation from service becomes effective, and (B) the date of the Executive’s death, but only
to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following
the six-month anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the
Company shall pay the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company
otherwise would have paid the Executive prior to that date under Section 5(b) of this Agreement. It is intended that each installment
of the payments and benefits provided under Section 5(b) of this Agreement shall be treated as a separate “payment”
for purposes of Section 409A of the Code. Neither the Company nor the Executive shall have the right to accelerate or defer the
delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.


 






    	 	7	 



     


    

 


8.       Confidential
Information, Noncompetition and Cooperation.


 


(a)       Confidential
Information. As used in this Agreement, “Confidential Information” means information belonging to the Company,
its parents, subsidiaries or controlled affiliates (each, an “Interested Party”), which is of value to
the Interested Party in the course of conducting its business, the disclosure of which could result in a competitive or other disadvantage
to the Interested Party. Confidential Information includes, without limitation, financial information, reports, and forecasts;
inventions, improvements and other intellectual property; trade secrets; know-how; drawings, specifications, algorithms, designs,
processes or formulae; software; firmware; market or sales information or plans; supplier lists (including their contact information,
costs and pricing); customer lists (including past, current and potential customers, their contact information, preferences and
purchase history); costs and pricing information and strategies; and business plans, prospects and opportunities (such as possible
acquisitions or dispositions of businesses or facilities) which have been discussed or considered by an Interested Party. Confidential
Information includes information developed by the Executive in the course of the Executive’s employment with the Company,
as well as other information to which the Executive may have access in connection with his employment. Confidential Information
also includes the confidential information of others disclosed to Executive and with which an Interested Party has a business relationship.
Notwithstanding the foregoing, Confidential Information does not include information in the public domain, unless due to breach
of the Executive’s duties under Section 8(b).


 


(b)       Confidentiality.
At all times, both during the Executive’s employment with the Company and after its termination, the Executive will keep
in confidence and trust all such Confidential Information, and will not use or disclose for his own benefit or the benefit of any
other Person any such Confidential Information without the written consent of the Company, except as the disclosure of such Confidential
Information is required by law, in which case the Executive shall give notice to and the opportunity to the Company to comment
on the form of the disclosure and only the portion of Confidential Information that is required to be disclosed by law shall be
disclosed.


 


(c)       Documents,
Records, etc. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to
Confidential Information, which are furnished to the Executive by an Interested Party or are produced by the Executive in connection
with the Executive’s employment with the Company will be and remain the sole property of the respective Interested Party.
The Executive will return to the Interested Party all such materials and property as and when requested by the Interested Party.
In any event, the Executive will return all such materials and property immediately upon termination of the Executive’s employment
for any reason. The Executive will not retain any such material or property or any copies thereof after the termination of his
employment.


 






    	 	8	 



     


    

 


(d)       No
Competition. From the Effective Date through the eighteen (18) month anniversary of the Termination Date, regardless of the
reason for the termination (the “Restricted Period”), the Executive will not, directly or indirectly,
whether as owner, partner, shareholder, consultant, agent, employee, co-venturer, member, manager, franchisor, franchisee, independent
contractor or otherwise, engage in, prepare to engage in, assist in, invest in, own, operate, lease, manage, license, franchise,
promote, consult with, participate with, or enter into any agreement regarding any Competing Business in any Geographic Area (as
defined below) in which the Company, or an Interested Party incorporating the know-how of the Company Business, distributes its
products or provides its services or plans to distribute its products or provide its services. Notwithstanding the foregoing, the
Executive may own up to 5% of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing
Business.


 


(e)       No
Solicitation. During the Restricted Period, the Executive shall not, directly or indirectly, take any of the following actions,
and, to the extent the Executive owns, manages, operates, controls, is employed by or participates in the ownership, management,
operation or control of, or is connected in any manner with, any business, the Executive shall use his best efforts to ensure that
such business does not take any of the following actions:


 


		(i)	persuade or attempt to persuade any Customer, Prospective Customer or Supplier to cease doing business with an Interested Party,
or to reduce the amount of business it does with an Interested Party;



 


		(ii)	persuade or attempt to persuade any Service Provider to cease providing services to an Interested Party; or



 


		(iii)	solicit for hire or hire for himself or for any third party any Service Provider unless such person’s employment was
terminated by the Company or any of its affiliates or such person responded to a “blind advertisement”.



 


(f)       The
following definitions are applicable to this Section 8.


 


		(i)	“Company Business” means: (A) any steak concept restaurant, other than the Rivershore Bar and Grille
in Oregon City, Oregon, with an average check in excess of $75; (B) any other restaurant or food or beverage operation that has
a theme, menu or cuisine substantially similar to any current or planned (at the time of termination of the Executive’s employment
with the Company, based on substantive and repeated executive-level discussions) restaurant or food or beverage operation operated
by the Company; or (C) food and beverage operations in a hotel. For the sake of clarity, a steak concept restaurant with an average
check less than $75 is not, and shall not be deemed to be, Company Business, unless such steak concept restaurant is otherwise
included within the meaning of Section 8(f)(i)(B).



 


		(ii)	“Competing Business” means any Person that engages in the Company Business.



 


		(iii)	“Customer” means any Person that purchased goods or services from an Interested Party at any time
within twelve (12) months prior to the date of the solicitation prohibited by Section 8(e)(i).



 






    	 	9	 



     


    

 


		(iv)	“Geographic Area” shall mean a twenty (20) mile radius of: (A) any existing Company owned or operated
restaurant or hospitality venue; or (B) any prospective location in which the Company is considering engaging in Company Business.
For the sake of clarity, such prospective locations shall consist of any location considered in substantive and repeated executive-level
discussions.



 


		(v)	“Person” means an individual, a sole proprietorship, a corporation, a limited liability company,
a partnership, an association, a trust, or other business entity, whether or not incorporated.



 


		(vi)	“Prospective Customer” means any Person with whom an Interested Party met or to whom an Interested
Party presented for the purpose of soliciting the Person to become a Customer of an Interested Party within six (6) months prior
to the date of the solicitation prohibited by Section 8(e)(i).



 


		(vii)	“Service Provider” means any Person who is an employee or independent contractor of an Interested
Party or who was within six (6) months preceding the solicitation prohibited by Section 8(e)(ii) or (iii) an employee or independent
contractor of an Interested Party.



 


		(viii)	“Supplier” means any Person that sold goods or services to an Interested Party at any time within
twelve (12) months prior to the date of the solicitation prohibited by Section 8(e)(i).



 


(g)       Reasonableness
of Restrictions. The Executive recognizes and acknowledges that: (i) the types of employment which are prohibited by this Section
8 are narrow and reasonable in relation to the skills which represent the Executive’s principal salable asset both to Company
and to other prospective employers; and (ii) the specific but broad temporal and geographical scope of this Section 8 is reasonable,
legitimate, and fair to the Executive in light of the Company’s need to market its services and sell its services in a large
geographic area in order to maintain a sufficient customer base and the limited restrictions on the type of employment prohibited
herein compared to the types of employment for which the Executive is qualified to earn his livelihood.


 


(h)       Effect
of Breach. In the event that the Executive breaches any of the terms described in Section 8(d) and (e) above, the Executive
acknowledges and agrees that the Restricted Period shall be tolled and shall not run during the time that the Executive is in
breach of such obligations; provided that, the Restricted Period shall begin to run again once the Executive has ceased breaching
the terms of Section 8(d) and/or (e) (as applicable) and is otherwise in compliance with his obligations described therein.


 


9.       Intellectual
Property.


 


(a)       All
creations, inventions, ideas, designs, copyrightable materials, trademarks, and other technology and rights (and any related improvements
or modifications), whether or not subject to patent or copyright protection (collectively, “Creations”),
relating to any activities of the Company which are conceived by the Executive or developed by the Executive in the course of his
employment with the Company, whether conceived alone or with others and whether or not conceived or developed during regular business
hours, and if based on Confidential Information, after the termination of the Executive’s employment, shall be the sole property
of the Company and, to the maximum extent permitted by applicable law, shall be deemed “works made for hire” as that
term is used in the United States Copyright Act.


 






    	 	10	 



     


    

 


(b)       To
the extent, if any, that the Executive retains any right, title or interest with respect to any Creations delivered to the Company
or related to his employment with the Company, the Executive hereby grants to the Company an irrevocable, paid-up, transferable,
sub-licensable, worldwide right and license: (i) to modify all or any portion of such Creations, including, without limitation,
the making of additions to or deletions from such Creations, regardless of the medium (now or hereafter known) into which such
Creations may be modified and regardless of the effect of such modifications on the integrity of such Creations; and (ii) to identify
the Executive, or not to identify him, as one or more authors of or contributors to such Creations or any portion thereof, whether
or not such Creations or any portion thereof have been modified. The Executive further waives any “moral” rights, or
other rights with respect to attribution of authorship or integrity of such Creations that he may have under any applicable law,
whether under copyright, trademark, unfair competition, defamation, right of privacy, contract, tort or other legal theory.


 


(c)       The
Executive will promptly inform the Company of any Creations. The Executive will also allow the Company to inspect any Creations
he conceives or develops within one year after the termination of his employment for any reason to determine if they are based
on Confidential Information. The Executive shall (whether during his employment or after the termination of his employment) execute
such written instruments and do other such acts as may be necessary in the opinion of the Company or its counsel to secure the
Company’s rights in the Creations, including obtaining a patent, registering a copyright, or otherwise (and the Executive
hereby irrevocably appoints the Company and any of its officers as his attorney in fact to undertake such acts in my name). The
Executive’s obligation to execute written instruments and otherwise assist the Company in securing its rights in the Creations
will continue after the termination of his employment for any reason. The Company shall reimburse the Executive for any out-of-pocket
expenses he incurs in connection with his compliance with this Section 9(c).


 


10.       Specific
Acknowledgements Regarding Sections 8 and 9. 


 


(a)       Survival.
The Executive’s acknowledgments and agreements set forth in Sections 8 and 9 shall survive the termination of the Executive’s
employment with Company for any reason.


 


(b)       Severability.
The parties intend Sections 8 and 9 of this Agreement to be enforced as written. However, if any portion or provision of such sections
shall to any extent be declared illegal or unenforceable by a duly authorized court having jurisdiction, then the remainder of
such sections, or the application of such portion or provision in circumstances other than those as to which it is so declared
illegal or unenforceable, shall not be affected thereby, and each remaining portion and provision of such sections shall be valid
and enforceable to the fullest extent permitted by law.


 






    	 	11	 



     


    

 


(c)       Modification
And Blue Pencil. The parties agree and intend that the covenants contained in Sections 8 and 9 of this Agreement shall be deemed
to be a series of separate covenants and agreements, and if any provision of such sections shall be adjudicated to be invalid or
unenforceable, such provision, without any action on the part of the parties hereto, shall be deemed amended to delete (i.e., “blue
pencil”) or modify the portion adjudicated to be invalid or unenforceable, to the extent necessary to cause the provision
as amended to be valid and enforceable.


 


(d)       Irreparable
Harm. The Executive expressly acknowledges that any breach or threatened breach of any of the terms and/or conditions of Sections
8 or 9 of this Agreement will result in substantial, continuing and irreparable injury to the Company. Therefore, the Executive
hereby agrees that, in addition to any other remedy that may be available to the Company, the Company shall be entitled to injunctive
or other equitable relief by a court of appropriate jurisdiction in the event of any breach or threatened breach of the terms of
Section 8 or 9, without having to post bond.


 


(e)       Covenants
Enforceable Upon Material Job Change. The Executive acknowledges and agrees that if he should transfer between or among any
affiliates or subsidiaries of the Company, wherever situated, or be promoted, demoted, reassigned to functions other than his present
functions, or have his job duties changed, altered or modified in any way, all terms of Section 8 and Section 9 of this Agreement
shall continue to apply with full force and effect. For sake of clarity, nothing contained in this Section 10(e) shall vitiate
or impact Executive’s right of termination for Good Reason.


 


(f)       Impact
of Breach on Severance. The Executive hereby expressly acknowledges and agrees that if he breaches any of the terms and/or
conditions set forth in Section 8 and/or Section 9 of this Agreement following a termination of his employment either by the Company
without Cause or by the Executive for Good Reason, then, in addition to the injunctive relief described in Section 10(d) above,
(i) the Company shall cease providing the Executive with any further Severance as of the date of such breach, (ii) the Company
shall not be obligated to provide the Executive with, and the Executive shall not be eligible or otherwise entitled to receive,
any further Severance, and (iii) the Company’s obligation to provide the Executive with the Severance shall be null and void,
and of no further force or effect.


 


11.       Disputes;
Governing Law.


 


(a)       Except
as set forth in 11(b), any controversy or claim arising out of or relating to this Agreement, a breach of this Agreement or otherwise
arising out of the Executive’s employment or the termination of his employment (including, without limitation, any claims
of unlawful employment discrimination whether based on age or otherwise) shall, to the fullest extent permitted by law, be settled
exclusively by arbitration before a single arbitrator appointed by the American Arbitration Association (“AAA”)
in New York, New York (applying New York law) under the National Rules for the Resolution of Employment Disputes of the AAA, as
may be amended from time to time. Pursuant to applicable law, the Company and Executive will share the AAA administrative fees,
the arbitrator’s fee and expenses. All Claims and defenses which could be raised before a court must be raised in arbitration
and the arbitrator shall apply the law accordingly. The arbitrator shall issue a written decision setting forth the essential findings
and conclusions in sufficient detail to permit judicial review to the extent permitted by law. The decision or award of the arbitrator
shall be final and binding upon the parties. Any arbitral award may be entered as a judgment or order in any court of competent
jurisdiction. Any relief or recovery based on any claims arising out of your employment, cessation of employment, including but
not limited to, any claim of unlawful harassment or discrimination, shall be limited to that awarded by the arbitrator.


 






    	 	12	 



     


    

 


(b)       Notwithstanding
the foregoing, the Executive agrees that it would be difficult to measure any damages caused to the Company which might result
from any breach by the Executive of the promises set forth in Sections 8 or 9 of this Agreement, and that in any event, money damages
would be an inadequate remedy for any such breach. Accordingly, if the Executive breaches, or proposes to breach, Section 8 or
9 of this Agreement, the Company shall be entitled, in addition to all other remedies that it may have, to a temporary and preliminary
injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the
Company from any court having competent jurisdiction over the Executive, provided that any other relief shall be pursued through
an arbitration proceeding pursuant to Section 11(a).


 


(c)       To
the extent that any court action is permitted consistent with or to enforce this Section 11, the parties hereby consent to the
jurisdiction of the United States District Court for the Southern District of New York, or if that court is unable to exercise
jurisdiction for any reason, the Supreme Court of New York, New York County. Accordingly, with respect to any such court action,
the Executive: (i) submits to the personal jurisdiction of these courts; (ii) consents to service of process under the notice provisions
set forth in Section 17; (iii) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect
to personal jurisdiction or service of process; and (iv) waives any objection to jurisdiction based on improper venue or improper
jurisdiction.


 


(d)       BOTH
THE COMPANY AND THE EXECUTIVE HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATED TO
THIS AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE FEDERAL OR STATE LAW.


 


(e)       The
prevailing party shall be entitled to reasonable attorneys’ fees and costs in connection with any action filed under Section
11(a), (b) or both.


 


(f)       This
Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the
conflict of laws principles of New York or any other state.


 


12.       Integration.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all
prior agreements between the parties concerning its subject matter.


 






    	 	13	 



     


    

 


13.       Assignment.
This Agreement shall be binding upon the Company and any successors and assigns of the Company, including any corporation with
which, or into which, the Company may be merged or which may succeed to the Company’s assets or business. In the event that
the Company sells or transfers all or substantially all of the assets of the Company, or in the event of any merger or consolidation
of the Company, the Company shall use reasonable efforts to cause such assignee, transferee, or successor to assume the liabilities,
obligations and duties of the Company hereunder. Notwithstanding the foregoing, if for any reason an assignee, transferee, or successor
does not assume the full extent of the Company’s liabilities, obligations and duties of the Company hereunder, such event
or nonoccurence shall trigger a termination without Cause under this Agreement. Neither this Agreement nor any right or obligation
hereunder may be assigned by the Executive; provided, however, that this provision shall not preclude the Executive from designating
one or more beneficiaries to receive any amount that may be payable after his death and shall not preclude his executor or administrator
from assigning any right hereunder to the person or persons entitled hereto.


 


14.       Enforceability.
If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement)
shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement,
or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable,
shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by law. Moreover, if any one or more of the provisions contained in this Agreement is held to be excessively broad as
to duration, scope or activity, that provision shall be construed by limiting and reducing it so as to be enforceable to the maximum
extent compatible with applicable New York law.


 


15.       Survival.
The provisions of this Agreement shall survive the termination of this Agreement and/or the termination of the Executive’s
employment to the extent necessary to effectuate the terms contained in this Agreement, including without limitation, the terms
of Sections 5, 6, 7, 8, 9, 10 and 11.


 


16.       Waiver.
No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any
party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this
Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.


 


17.       Notices.
Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered
in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return
receipt requested, to the Executive at the last address the Executive has filed in writing with the Company, or, in the case of
the Company, to 413 West 14th Street, New York, NY 10014 Attention: General Counsel, Fax No. (212) 255-9715, with a copy to Kenneth
Koch, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, New York, NY 10017, Fax No. (212) 983-3115.


 


18.       Amendment.
This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative
of the Company.


 






    	 	14	 



     


    

 


19.       Nondisparagement.
The Executive agrees to refrain from (i) making, directly or indirectly, any derogatory comments concerning the Company or its
Subsidiaries or any current or former officers, directors, employees or shareholders thereof or (ii) taking any other action with
respect to the Company or its Subsidiaries which is reasonably expected to result, or does result in, damage to the business or
reputation of the Company, its Subsidiaries or any of its current or former officers, directors, employees or shareholders. Notwithstanding
anything to the contrary contained herein, nothing in this Agreement shall prohibit or restrict Executive from, truthfully and
in good faith: (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise
assisting in any investigation or proceeding brought by, any federal, state or local regulatory or law enforcement agency or legislative
body, any self-regulatory organization, or the Executive’s designated legal, compliance or human resources officers; or (iii)
filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state
or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory
organization.


 


20.       Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be
an original; but such counterparts shall together constitute one and the same document.


 


 


 


[signature page follows]


 




    	 	15	 



     


    

 





IN WITNESS WHEREOF, the patties have executed
this Agreement effective on the Effective Date.





 


	 	THE ONE GROUP HOSPITALITY, INC. 
	 	 	 
	 	 	 
	 	By:	/s/ Jonathan Segal	 
	 	Name: Jonathan Segal
	 	Title: Chief Executive Officer
	 	 	 
	 	 	 
	 	EMANUEL HILARIO
	 	 	 
	 	 	 
	 	/s/ Emanuel Hilario	 


 


 


 


 


 


 





[Signature Page to Emanuel Hilario Employment
Agreement]












    	 	 	 



     


    

 


Exhibit A – Release


  


1.       Executive, individually
and on behalf of his heirs and assigns, hereby releases, waives and discharges Company, and all subsidiary, parent or affiliated
companies and corporations, and their present, former or future respective subsidiary, parent or affiliated companies or corporations,
and their respective present or former directors, officers, shareholders, trustees, managers, supervisors, employees, partners,
attorneys, agents, representatives and insurers, and the respective successors, heirs and assigns of any of the above described
persons or entities (hereinafter referred to collectively as “Released Parties”), from any and all claims, causes of
action, losses, damages, costs, and liabilities of every kind and character, whether known or unknown (“Claims”), that
Executive may have or claim to have, in any way relating to or arising out of, in whole or in part, (a) any event or act of omission
or commission occurring on or before the Termination Date, including Claims arising by reason of the continued effects of any such
events or acts, which occurred on or before the Termination Date, or (b) Executive’s employment with Company or the termination
of such employment with Company, including but not limited to Claims arising under federal, state, or local laws prohibiting disability,
handicap, age, sex, race, national origin, religion, retaliation, or any other form of discrimination, such as the Americans with
Disabilities Act, 42 U.S.C.§§ 12101 et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. §§
621 et seq.; and Title VII of the 1964 Civil Rights Act, as amended, 42 U.S.C. §§ 2000e et seq.; Claims for intentional
infliction of emotional distress, tortious interference with contract or prospective advantage, and other tort claims; and Claims
for breach of express or implied contract; with the exception of Employee’s capacity as a shareholder of the Company as well
as vested rights, if any, under Company retirement plans. Executive hereby warrants that he has not assigned or transferred to
any person any portion of any claim that is released, waived and discharged above. Executive understands and agrees that by signing
this Agreement he is giving up his right to bring any legal claim against any Released Party concerning, directly or indirectly,
Executive’s employment relationship with the Company, including his separation from employment, and/or any and all contracts
between Executive and Company, express or implied. Executive agrees that this legal release is intended to be interpreted in the
broadest possible manner in favor of the Released Parties, to include all actual or potential legal claims that Executive may have
against any Released Party, except as specifically provided otherwise in this Agreement. This release does not cover Claims relating
to the validity or enforcement of this Agreement. Further, Executive has not released any claim for indemnity or legal defense
available to him due to his service as a board member, officer or director of the Company, as provided by the certificate of incorporation
or bylaws of the Company, or by any applicable insurance policy, or under any applicable corporate law.


 



    	 	17	 



     


    




 





2.       Executive agrees
and acknowledges that he: (i) understands the language used in this Agreement and the Agreement’s legal effect; (ii) understands
that by signing this Agreement he is giving up the right to sue the Company for age discrimination; (iii) will receive compensation
under this Agreement to which he would not have been entitled without signing this Agreement; (iv) has been advised by Company
to consult with an attorney before signing this Agreement; and (v) was given no less than twenty-one days to consider whether to
sign this Agreement. For a period of seven days after the effective date of this Agreement, Executive may, in his sole discretion,
rescind this Agreement, by delivering a written notice of rescission to the Board. If Executive rescinds this Agreement within
seven calendar days after the effective date, this Agreement shall be void, all actions taken pursuant to this Agreement shall
be reversed, and neither this Agreement nor the fact of or circumstances surrounding its execution shall be admissible for any
purpose whatsoever in any proceeding between the parties, except in connection with a claim or defense involving the validity or
effective rescission of this Agreement. If Executive does not rescind this Agreement within seven calendar days after the Effective
Date, this Agreement shall become final and binding and shall be irrevocable.


 


3.       Capitalized terms
not defined herein have the meaning specified in the Employment Agreement between the Company and the Executive dated October 30,
2017.


 


 






    	 	18