REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 16th, 2013 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of October 16, 2013, between the Company and each Purchaser (the “Purchase Agreement”) and the Agreement and Plan of Merger, dated as of October 16, 2013, by and among the Company, CCA Acquisition Sub, LLC, TOG and Samuel Goldfinger, as Representative (the “Merger Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 16th, 2013 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 16, 2013, by and among Committed Capital Acquisition Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 16th, 2013 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
This Employment Agreement (this “Agreement”) is made and entered into by and between COMMITTED CAPITAL ACQUISITION CORPORATION, a Delaware corporation (the “Company”), and JONATHAN SEGAL (the “Executive”), and effective as of the “Closing,” as such term is defined in that certain Agreement and Plan of Merger dated as of October 16, 2013 by and among the Company, THE ONE GROUP, LLC, and the other parties thereto (the “Merger Agreement”). The date of the Closing is referred to in this Agreement as the “Effective Date”.
DEMAND NOTE (The One Group)Demand Note • October 16th, 2013 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
FOR VALUE RECEIVED, THE ONE GROUP, LLC, a Delaware limited liability company, having an address at 411 West 14'h Street, Suite 200, New York, New York 10014 (hereinafter referred to as "Maker"), promises to pay to the order of RCI II, LTD, a Jersey Island limited liability company (hereinafter referred to as "Payee"), at 411 West 14th Street, Suite 200, New York, New York 10014 or at such other place as the holder hereof may from time to time designate in writing, the principal sum of SEVEN HUNDRED SEVENTY THOUSAND NINE HUNDRED SEVENTY ONE AND 25/100 DOLLARS ($770,971.25), in lawful money of the United States of America, at the place and in the manner hereinafter provided, with interest thereon to be computed from the date of the first Disbursement (as hereinafter defined) on the outstanding principal balance of this Note from time to time (hereinafter referred to as the "Principal Balance") at the rate of twelve percent (12.00%) per annum and to be paid on DEMAND. Interest shall be co
PLEDGE AGREEMENT [THE ONE GROUP, LLC]Pledge Agreement • October 16th, 2013 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
Reference is made to the Credit Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and 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.
SUBORDINATION AGREEMENT [TALIA LTD]Subordination Agreement • October 16th, 2013 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
This Subordination Agreement (this "Agreement") is entered into as of October 31, 2011 (the "Effective Date"), by HERALD NATIONAL BANK, a national banking association, whose address is 623 Fifth Avenue, 11th Floor, New York, New York 10022 (the "Bank"), TALIA LTD., whose address is 411 West 14thStreet, 4th Floor, New York, New York 10128 (the "Creditor"), and 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"), whose address is c/o The One Group, LLC, 411 West 14th Street, 3rdFloor, New York, New York 10014.
DEMAND NOTE (The One Group)COMMITTED CAPITAL ACQUISITION Corp • October 16th, 2013 • Blank checks • New York
FOR VALUE RECEIVED, THE ONE GROUP, LLC, a Delaware limited liability company, having an address at 411 West 14th Street, Suite 200, New York, New York 10014 (hereinafter referred to as “Maker”), promises to pay to the order of RCI II, LTD, a Jersey Island limited liability company (hereinafter referred to as “Payee”), at 411 West 14th Street, Suite 200, New York, New York 10014 or at such other place as the holder hereof may from time to time designate in writing, the principal sum of ONE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($1,500,000.00), in lawful money of the United States of America, at the place and in the manner hereinafter provided, with interest thereon to be computed from the date of the first Disbursement (as hereinafter defined) on the outstanding principal balance of this Note from time to time (hereinafter referred to as the “Principal Balance”) at the rate of twelve percent (12.00%) per annum and to be paid on DEMAND. Interest shall be computed and shall acc
TRANSFER AGREEMENTTransfer Agreement • October 16th, 2013 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
THIS TRANSFER AGREEMENT (this "Agreement") is made, as of this 1st day of January, 2012 (the "Effective Date"), by and between MODERN HOTELS (HOLDINGS) LIMITED, an entity formed under the laws of the Channel Islands ("Modem"), and THE ONE GROUP, LLC, a Delaware limited liability company ("TOG"), each having an address as set forth on the signature page to this Agreement.
GRANT OF SECURITY INTEREST (TRADEMARKS)Grant of Security Interest • October 16th, 2013 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks
The undersigned, THE ONE GROUP, LLC, a Delaware limited liability company (the "Grantor"), is obligated to HERALD NATIONAL BANK (the "Secured Party") under the Credit Agreement, dated as of October 31, 2011 (as it may be amended, restated, supplemented or otherwise modified from time to time), by and among the Grantor, One 29 Park Management, LLC, STK-Las Vegas, LLC and STK Atlanta, LLC (collectively, the "Borrowers"), and the Secured Party, and pursuant to which the Borrowers have entered into the Security Agreement, dated as of October 31, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the "Security Agreement"), by and among the Borrowers and the Secured Party.
NOTECOMMITTED CAPITAL ACQUISITION Corp • October 16th, 2013 • Blank checks
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") _One Million Five Hundred Thousand and 00/100_ DOLLARS ($_1,500,000.00_) 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
GUARANTEE AGREEMENTGuarantee Agreement • October 16th, 2013 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks
GUARANTEE AGREEMENT, dated as of October 31, 2011 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this "Guarantee"), made by the undersigned, JONATHAN SEGAL, an individual (the "Guarantor") to HERALD NATIONAL BANK (the "Bank").
NOTECOMMITTED CAPITAL ACQUISITION Corp • October 16th, 2013 • Blank checks
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 outstandi
HERALD NATIONAL BANKCOMMITTED CAPITAL ACQUISITION Corp • October 16th, 2013 • Blank checks • New York
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 Jonathan Segal (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 all of his membership interests in The One Group, LLC (collectively, the "Pledged Collateral"). The Pledgor, The One Group, LLC (the "Company") and the Bank are entering into this agreement to acknowledge and perfect the security interest of the Bank in the Pledged Collateral.
AGREEMENT AND PLAN OF MERGER by and among COMMITTED CAPITAL ACQUISITION CORPORATION, CCAC ACQUISITION SUB, LLC, THE ONE GROUP, LLC and SAMUEL GOLDFINGER, AS COMPANY REPRESENTATIVE dated as of October 16, 2013Agreement and Plan of Merger • October 16th, 2013 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of October 16, 2013, by and among COMMITTED CAPITAL ACQUISITION CORPORATION, a Delaware corporation (“Parent”), CCAC ACQUISITION SUB, LLC, a Delaware limited liability company and wholly owned Subsidiary of Parent (“Merger Sub”), THE ONE GROUP, LLC, a Delaware limited liability company (the “Company”) and SAMUEL GOLDFINGER, as representative of the owners of Company Membership Interests (as defined in recitals below) (the “Company Representative”).
NOTE [NO. 1]COMMITTED CAPITAL ACQUISITION Corp • October 16th, 2013 • Blank checks
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") ONE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($1,250,000.00) or if less, the unpaid principal amount of the Loan made by the Bank to the Borrowers, 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 r
TRANSFER AGREEMENTTransfer Agreement • October 16th, 2013 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
THIS TRANSFER AGREEMENT (this "Agreement") is made, as of this 1st day of January, 2012 (the "Effective Date"), by and between CELESTE FIERRO, an individual ("Fierro"), and THE ONE GROUP, LLC, a Delaware limited liability company ("TOG"), each having an address as set forth on the signature page to this Agreement.
Form of Lock-Up Agreement [Holders of more than 10%]Merger Agreement • October 16th, 2013 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks
HERALD NATIONAL BANKCOMMITTED CAPITAL ACQUISITION Corp • October 16th, 2013 • Blank checks • New York
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.
Form of Lock-Up Agreement [Holders of less than 10%]Merger Agreement • October 16th, 2013 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks
ESCROW AGREEMENTEscrow Agreement • October 16th, 2013 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
ESCROW AGREEMENT, dated as of October 16, 2013, (this “Escrow Agreement”) by and among COMMITTED CAPITAL ACQUISITION CORPORATION (the “Parent”), SAMUEL GOLDFINGER, as representative (the “Company Representative”) of the members of THE ONE GROUP, LLC (the “Company”) and as trustee of the Liquidating Trust (the Liquidating Trust, collectively with the members of the Company, the “Members”), and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”).
DEMAND NOTE (The One Group)COMMITTED CAPITAL ACQUISITION Corp • October 16th, 2013 • Blank checks • New York
FOR VALUE RECEIVED, THE ONE GROUP, LLC, a Delaware limited liability company, having an address at 411 West 14th Street, Suite 200, New York, New York 10014 (hereinafter referred to as “Maker”), promises to pay to the order of RCI II, LTD, a Jersey Island limited liability company (hereinafter referred to as “Payee”), at 411 West 14th Street, Suite 200, New York, New York 10014 or at such other place as the holder hereof may from time to time designate in writing, the principal sum of THREE HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($350,000.00), in lawful money of the United States of America, at the place and in the manner hereinafter provided, with interest thereon to be computed from the date of the first Disbursement (as hereinafter defined) on the outstanding principal balance of this Note from time to time (hereinafter referred to as the “Principal Balance”) at the rate of twelve percent (12.00%) per annum and to be paid on DEMAND. Interest shall be computed and shall accrue usi
AMENDMENT No. 1 AND ADDENDUM TO CREDIT AGREEMENTCredit Agreement • October 16th, 2013 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
This AMENDMENT NO. 1 AND ADDENDUM TO CREDIT AGREEMENT (this "Amendment") is entered into as of January 24, 2013, by and 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 referred to individually as an "Existing Borrower", and collectively, as the "Existing Borrowers"), HERAEA VEGAS LLC, a Nevada limited liability company, and XI SHI LAS VEGAS LLC, a Nevada limited liability company (hereinafter referred to individually as a "New Subsidiary", and collectively, as the "New Subsidiaries") and HERALD NATIONAL BANK, a national banking association (hereinafter referred to as the "Bank").
GRANT OF SECURITY INTER EST (TRADEMARKS)Grant of Security Inter • October 16th, 2013 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks
The undersigned, THE ONE GROUP, LLC, a Delaware limited liability company (the "Grantor"), is obligated to HERALD NATIONAL BANK (the "Secured Party") under the Credit Agreement, dated as of October 31,2011 (as heretofore amended and as it may be further amended, restated, supplemented or otherwise modified from time to time), by and among the Grantor, One 29 Park Management, LLC, STK-Las Vegas, LLC, STK Atlanta, LLC Heraea Vegas LLC, and XI Shi Las Vegas LLC (collectively, the "Borrowers"), and the Secured Party, and pursuant to which the Borrowers have entered into the Amended and Restated Security Agreement, dated as of January 24, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the "Security Agreement"), by and among the Borrowers and the Secured Party.
AMENDMENT No. 2 TO CREDIT AGREEMENT, CONSENT AND TERMINATION AGREEMENTCredit Agreement • October 16th, 2013 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
This AMENDMENT NO. 2 TO CREDIT AGREEMENT, CONSENT AND TERMINATION AGREEMENT (this "Amendment") is entered into as of October 15, 2013, by and 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, STK ATLANTA, LLC, a Georgia limited liability company, HERAEA VEGAS, LLC, a Nevada limited liability company, and XI SHI LAS VEGAS, LLC, a Nevada limited liability company (collectively, the "Borrowers"), and BANKUNITED, N.A., as successor by merger to Herald National Bank (hereinafter referred to as the "Bank").
CREDIT AGREEMENT among HERALD NATIONAL BANK and THE ONE GROUP, LLC, ONE 29 PARK MANAGEMENT, LLC, STK-LAS VEGAS, LLC and STK ATLANTA, LLC Dated as of October 31, 2011Security Agreement • October 16th, 2013 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
CREDIT AGREEMENT, made as of the 31st day of October, 2011 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 referred to individually as a "Borrower", and collectively, as the "Borrowers"), and HERALD NATIONAL BANK, a national banking association (hereinafter referred to as the "Bank").
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • October 16th, 2013 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
AMENDED AND RESTATED SECURITY AGREEMENT, dated as of January 24, 2013, 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, STK ATLANTA, LLC, a Georgia limited liability company (hereinafter referred to individually as an "Existing Borrower", and collectively, as the "Existing Borrowers"), HERAEA VEGAS, LLC, a Nevada limited liability company, and XI SHI LAS VEGAS, LLC, a Nevada limited liability company (hereinafter referred to individually as a "New Subsidiary", and collectively, as the "New Subsidiaries"; the "Existing Borrowers and the New Subsidiaries are hereinafter sometimes referred to individually as a "Borrower", and collectively, as the "Borrowers") and HERALD NATIONAL BANK (the "Bank").
DEMAND NOTE (ONE-LA)Demand Note • October 16th, 2013 • COMMITTED CAPITAL ACQUISITION Corp • Blank checks • New York
FOR VALUE RECEIVED, THE ONE GROUP, LLC, a Delaware limited liability company, having an address at 411 West 14th Street, Suite 200, New York, New York 10014 (hereinafter referred to as "Maker"), promises to pay to the order of RCI II, LTD, a Jersey Island limited liability company (hereinafter referred to as "Payee"), at 411 West 14th Street, Suite 200, New York, New York 10014 or at such other place as the holder hereof may from time to time designate in writing, the principal sum of EIGHT HUNDRED SIXTY EIGHT THOUSAND AND 00/100 DOLLARS ($868,000.00), in lawful money of the United States of America, at the place and in the marmer hereinafter provided, with interest thereon to be computed from the date of the first Disbursement (as hereinafter defined) on the outstanding principal balance of this Note from time to time (hereinafter referred to as the "Principal Balance") at the rate of six percent (6.00%) per annum and to be paid on DEMAND. Interest shall be computed and shall accrue u
