FILED: NEW YORK COUNTY CLERK 04/22/ :31 PM INDEX NO /2016 NYSCEF DOC. NO. 25 RECEIVED NYSCEF: 04/22/2016

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1 FILED: NEW YORK COUNTY CLERK 04/22/ :31 PM INDEX NO /2016 NYSCEF DOC. NO. 25 RECEIVED NYSCEF: 04/22/2016

77 EXHIBIT "B" NON-NEGOTIABLE PROMISSORY NOTE $[143,030.00], 2015 FOR VALUE RECEIVED, the undersigned, LWB Hospitality Group LLC, a New York limited liability company, Larry N. Weissfeld and Yuval Butsorun (collectively "Makers") hereby jointly and severally promise to pay to the order of Hummus Kitchen Amsterdam Avenue, Inc., a New York corporation ("Payee") the principal sum of [One Hundred Forty Three Thousand Thirty] ($[143,030.00]) Dollars (the "Principal"), together with interest (the "Interest") at the rate of Four Tenths of One percent (0.04%) on the unpaid principal balance of this Note from time to time outstanding until maturity, pursuant to the terms and conditions set forth herein. The aggregate amount of the outstanding Principal and Interest shall be referred to as the "Outstanding Amount"). The principal amount of this Note and any accrued but unpaid interest shall be due and payable in twelve (12) monthly installments (each referred to as a "Payment Installment") beginning on the first day of the calendar month following [the date that is one hundred twenty days following the date hereof] (the "Maturity Date") in accordance with the Payment Installment schedule set forth in Exhibit A annexed hereto (the "Payment Installment Schedule"). All payments shall be applied first to accrued but unpaid interest and next to principal. Interest shall be computed for the actual number of days elapsed in a year consisting of 365 or 366 days, as applicable, per the Payment Installment Schedule. Makers shall have the right at any time and from time to time to prepay this Note in whole or in part without penalty. No delay or omission on the part of the Payee in exercising any right hereunder shall operate as a waiver of any such right or of any other right of Payee, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion. All parties to this Note hereby waive protest, presentment, notice of dishonor and agree to remain bound for the payment of principal and interest due under this Note. This Note is delivered pursuant to that certain Asset Purchase Agreement among LWB Hospitality Group LLC, as Buyer, Payee as Seller, Hummus Kitchen Upper East Incorporated, as Licensor, Rani Marom, and Ofer Cohen, as Shareholders (the "APA"). Makers shall have the right to set off against any amounts payable under this Promissory Note any amounts due Makers (or any of them) from any of Seller, Licensor and/or any of the Shareholders pursuant to the provisions of the APA. { ;3}

78 Any notices given pursuant to this Note shall be given in the manner and at the addresses set forth in the APA. This Note may not be assigned, transferred or negotiated by Payee at any time without the prior written consent of Makers, which may be granted or withheld in its sole discretion. The entire unpaid portion of the Outstanding Amount shall become immediately due and payable upon the occurrence of an Event of Default. An Event of Default shall be deemed to have occurred if: (a) any of the Makers: (i) applies for or consents to the appointment of a receiver, trustee or liquidator to take possession of a substantial portion of the property or assets of any such Maker and the proceedings in connection with such appointment shall not be dismissed or discharged within thirty (30) days of commencement, (ii) makes a general assignment for the benefit of creditors, (iii) is adjudicated a bankrupt or insolvent, (iv) files a voluntary petition in bankruptcy, or a petition seeking reorganization or an arrangement with creditors to take advantage of any insolvency law, or an answer admitting the material allegations of a bankruptcy, reorganization or insolvency petition filed against it; or (v) takes action for the purpose of effecting any of the foregoing. (b) an order, judgment or decree shall be entered, without the application, approval or consent of any of the Makers by any court of competent jurisdiction, approving a petition seeking reorganization of any of the Makers or appointing a receiver, trustee or liquidator of any of the Makers or of all or a substantial part of its assets, and such order, judgment or decree shall continue unstayed and in effect for any period of sixty (60) consecutive days; (c) the Maker materially breaches any material term or condition of this Note; (d) the Maker shall be more than five (5) days late in making Payment Installments in accordance with the Payment Installment Schedule on; (i) (ii) two (2) consecutive months; or three (3) non-consecutive months; and/or (e) the Makers fail to pay as and when due the Outstanding Amount, any Principal Amount or Interest due on the Maturity Date. Upon an event of default, Payee shall have the option to demand full and immediate payment of the Outstanding Amount and may commence legal action against each or all of the Makers to enforce Makers liabilities hereunder, whether or not any action is brought against any other of the Makers and whether or not any of the other Makers are joined in any other action or actions. Nothing shall prohibit Payee from exercising its rights against Makers jointly and/or severally. Makers agree to pay on demand all costs of collecting or enforcing payment under this Note, including attorneys fees and legal expenses, whether suit be brought or not, and whether { ;3}

79 through courts of original jurisdiction, courts of appellate jurisdiction, or bankruptcy courts, or through other legal proceedings. This Note shall be governed by and construed in accordance with the substantive laws of the State of New York applicable to contracts made and to be performed in that state. Makers hereby irrevocably consent to the personal jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder and hereby irrevocably waive, and agree not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed or operate to preclude the Payee from bringing suit or taking other legal action against the Maker in any other jurisdiction to collect on the Maker's obligations to the Payee, or to enforce a judgment or other court ruling in favor of the Payee. MAKERS HEREBY IRREVOCABLY WAIVE ANY RIGHT THEY MAY HAVE, AND AGREE NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY. IN WITNESS WHEREOF, Makers has executed this Note as of the date first above written. LWB Hospitality Group LLC By: Name: Title: Larry N. Weissfeld Yuval Butsorun { ;3}

80 Exhibit A Payment Installment Schedule { ;3}

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION. Washington, D. C FORM 8-K CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest