NOTE
| $_1,500,000.00_ | April 11, 2012 |
New York,New York
FOR VALUE RECEIVED,theundersigned,THE ONE GROUP, LLC,a Delaware limited liability company,ONE 29 PARK MANAGEMENT, LLC,a New York limited liability company,STK-LAS VEGAS, LLC,a Nevada limited liability company, andSTK ATLANTA, LLC,a Georgia limited liability company, (hereinafter referred to individually as a "Borrower", and collectively, as the "Borrowers"),hereby jointly andseverallypromise to pay to the order ofHERALD NATIONAL BANK(the "Bank")_One MillionFiveHundred Thousand and 00/100_ DOLLARS ($_1,500,000.00_)or if less, the unpaid principal amount of theLoanmade 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 (asthesame may be amended, restated,supplementedor otherwise modified from time to time, the "CreditAgreement"),among the Borrowers and the Bank,andto pay interest from the date of the making ofsuchLoan on the principal balance ofsuchLoan from time to time outstanding at the rate or rates and at the timessetforth in theCreditAgreement, in each case at the office of the Bank located at 58 South Service Road, Suite 120, Melville,NewYork11747,or at such other placeorother manner as the Bank may designatein writingfrom time to time, in lawful money of theUnitedStates of America inimmediatelyavailable funds.Termsdefined inthe CreditAgreement are used herein with thesamemeanings.
The Loan evidenced by this Note is prepayable in the amounts, andunderthe circumstances, and their respective maturities aresubjectto acceleration upon the terms, set forth in the Credit Agreement. This Note issubjectto,andshouldbe construed in accordance with, the provisions of the CreditAgreementand is entitled to the benefitsandsecuritysetforthinthe Loan Documents.
TheBank is hereby authorized to record on thescheduleannexed hereto,and any continuationsheetswhich theBankmay attach hereto, (a) the date of theLoanmade by the Bank, (b) theamountthereof,and (c) each payment or prepayment of the principal of, each such Loan. No failure tosorecord or any error insorecordingshallaffect the obligation of the Borrowers to repay theLoans,together with interest thereon,asprovided in theCreditAgreement,andthe outstanding principal balance of the Loan assetforth insuchschedule shall be presumed to be correct absent manifest error.
Except asspecificallyotherwise provided in theCredit 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 enforcementof thisNote.
ThisNote may only beamendedby aninstrumentinwritingexecuted pursuant to the provisions of Section 8.2ofthe Credit Agreement.
TOGadvancenoterequest4-11-2012
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
