Exhibit 10.35


 





THIRD
AMENDMENT TO pledge and security agreement


 


THIS THIRD AMENDMENT
TO PLEDGE AND SECURITY AGREEMENT (this “Amendment”) is effective as of October 24, 2015, but executed on
November 10, 2015, among WILHELMINA INTERNATIONAL, INC., a Delaware corporation (“Borrower”), AMEGY
BANK NATIONAL ASSOCIATION, a national banking association (“Lender”), and each of the Guarantors set forth
on the signature pages hereof (each a “Guarantor”, and collectively, “Guarantors”).


 


recitals


 


WHEREAS, heretofore,
as of April 20, 2011, Borrower and Lender entered into that certain Credit Agreement, as amended by that certain First Amendment
to Credit Agreement dated as of January 1, 2012, that certain Second Amendment to Credit Agreement dated as of October 24,
2012, and that certain Third Amendment to Credit Agreement dated as of July 31, 2014 (the “Existing Credit Agreement”),
pursuant to which Borrower, among other things, made, executed and delivered that certain Second Amended and Restated Line of Credit
Promissory Note dated as of October 24, 2012 in the original principal amount of $5,000,000.00 payable to the order of Lender (the
“Existing Line of Credit Note”);


 


WHEREAS, in connection
with the Existing Credit Agreement and as security for the extensions of credit by Lender thereunder, (a) Borrower and Guarantors
(other than Wilhelmina Creative, LLC) executed and delivered to Lender that certain Pledge and Security Agreement dated as of April
20, 2011, as amended by First Amendment to Pledge and Security Agreement dated as of January 1, 2012 and Second Amendment
to Pledge and Security Agreement dated October 24, 2012, and (b) Wilhelmina Creative, LLC, at the time of its formation as an additional
subsidiary of Borrower, executed and delivered to Lender pursuant to Section 4.14 of the Credit Agreement that certain Pledge
and Security Agreement effective as of May 25, 2012 (such pledge and security agreements are herein collectively called the, “Security
Agreement”) pursuant to which Borrower and Guarantors granted Lender a first priority security interest in and to the
Collateral (as defined in the Security Agreement);


 


WHEREAS, Borrower and
Guarantors have requested Lender (i) extend additional credit to Borrower in the form of a new term loan, (ii) extend the maturity
date and reduce the maximum outstanding principal balance of the Line of Credit, (iii) amend certain financial covenants of Borrower
set forth in the Credit Agreement, (iv) amend the Borrowing Base set forth in the Credit Agreement in certain respects, and (v)
amend the Credit Agreement in certain other respects, and in connection therewith (a) Borrower, Guarantors and Lender have entered
into that certain Fourth Amendment to Credit Agreement (the “Fourth Amendment”) dated of even date herewith
(the Existing Credit Agreement as amended by the Fourth Amendment is herein called the “Credit Agreement”; capitalized
terms used herein but not otherwise defined shall have their respective meanings set forth in the Credit Agreement), (b) Borrower
has executed and delivered to Lender that certain Third Amended and Restated Line of Credit Promissory Note dated of even date
herewith in the stated principal amount of $4,000,000.00 (the “Third Amended and Restated Line of Credit Note,”
and the Existing Line of Credit Note as amended by the Third Amended and Restated Line of Credit Note is herein called the “Line
of Credit Note”), and (c) Borrower has executed and delivered to Lender that certain Promissory Note dated of even date
herewith in the stated principal amount of $3,000,000.00, such note evidencing the Term Loan (the “Term Note”,
and collectively with the Line of Credit Note, the “Note”);


 


WHEREAS, Lender has
conditioned its obligations under the Credit Agreement, among other things, upon the execution and delivery of this Amendment by
Borrower and Guarantors;


 


NOW, THEREFORE, for
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that the Security
Agreement is modified and amended as follows:


 


1.                 
Amendment to Section 1.3 of the Security Agreement. The term “Note” in Section 1.3 of the
Security Agreement is amended and restated in its entirety to hereafter read as follows:


 



    THIRD AMENDMENT TO PLEDGE AND SECURITY AGREEMENT – Page 1 


     

    




“‘Note’
means, collectively, (a) that certain Third Amended and Restated Line of Credit Note dated effective as of October 24, 2015, in
the stated principal amount of $4,000,000.00, executed by Borrower and payable to the order of Lender, as may be renewed, extended
and amended from time to time, and (b) that certain Promissory Note dated effective as of October 24, 2015, in the stated principal
amount of $3,000,000.00, executed by Borrower and payable to the order of Lender, as may be renewed, extended and amended from
time to time.”


 


2.                 
Expenses. All expenses incurred by Borrower, Guarantors and Lender in connection with this transaction, including,
but not limited to, reasonable attorneys’ fees and shall be borne by Borrower.


 


3.                 
Ratification of Prior Instruments and Priorities. Except as herein expressly amended, each and every term, condition,
warranty and provision of the Security Agreement shall remain in full force and effect and such are hereby ratified, confirmed
and approved by the parties hereto. Nothing herein shall be construed to alter or affect the priority of the lien or title created
by the Security Agreement. Any provision herein that might otherwise be construed to conflict with the desire of Lender that the
security interests and liens created under the Security Agreement, as amended hereby, and the other Loan Documents be maintained
and preserved prior to any and all security interests and encumbrances affecting the Collateral (as defined in the Security Agreement)
arising subsequent to the execution of the Security Agreement shall, at Lender’s option, be void and of no force and effect;
it being the expressly declared intention of the parties hereto that no novation of the Security Agreement be created hereby. The
Security Agreement, as modified and amended hereby, is hereby ratified and confirmed in all respects.


 


4.                 
Further Assurances. Borrower and Guarantors, upon request from Lender, agree to execute such other and further documents
as may be reasonably necessary or appropriate to consummate the transactions contemplated herein or to perfect the liens and security
interests intended to secure the payment of the loan evidenced by the Note.


 


5.                 
Descriptive Headings. Descriptive headings are inserted for convenience and reference only and do not in any way
limit or amplify the terms and provisions hereof.


 


6.                 
Counterparts. This Amendment may be executed in one or more counterparts, each of which when so executed shall be
deemed to be an original, but all of which when taken together shall constitute one and the same instrument.


 


7.                 
Arbitration. All disputes, claims and controversies arising from the Security Agreement, as amended hereby, shall
be governed by the terms of Section 7.15 of the Credit Agreement.


 


[The Remainder of
this Page Intentionally Left Blank.


 






    THIRD AMENDMENT TO PLEDGE AND SECURITY AGREEMENT – Page 2 


     

    




	 	LENDER:	 
	 	 	 
	 	AMEGY BANK NATIONAL ASSOCIATION,

                    a national banking association

	 	 	 
	 	By:	/s/ Tamara Ray
	 	 	Name: Tamara Ray
	 	 	Title: Vice President
	 	 	 
	 	 	 
	 	BORROWER:	 
	 	 	 
	 	WILHELMINA INTERNATIONAL, INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ David S. Chaiken
	 	 	David S. Chaiken
	 	 	Chief Accounting Officer
	 	 	 
	 	 	 
	 	GUARANTOR:	 
	 	 	 
	 	WILHELMINA LICENSING LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By: 	/s/ David S. Chaiken
	 	 	David S. Chaiken
	 	 	Chief Accounting Officer
	 	 	 
	 	 	 
	 	WILHELMINA FILM & TV PRODUCTIONS LLC,

                     a Delaware limited liability company

	 	 	 
	 	By:	/s/ David S. Chaiken
	 	 	David S. Chaiken
	 	 	Chief Accounting Officer
	 	 	 
	 	 	 
	 	WILHELMINA ARTIST MANAGEMENT LLC,

                    a New York limited liability company

	 	 	 
	 	By:	/s/ David S. Chaiken
	 	 	David S. Chaiken
	 	 	Chief Accounting Officer



 



    THIRD AMENDMENT TO PLEDGE AND SECURITY AGREEMENT - Signature Page


     

    




	 	WILHELMINA-MIAMI, INC.,
	 	a Florida corporation
	 	 	 
	 	By:	 /s/ David S. Chaiken
	 	 	David S. Chaiken
	 	 	Chief Accounting Officer
	 	 	 
	 	 	 
	 	WILHELMINA INTERNATIONAL, LTD.,
	 	a New York corporation
	 	 	 
	 	By:	 /s/ David S. Chaiken
	 	 	David S. Chaiken
	 	 	Chief Accounting Officer
	 	 	 
	 	 	 
	 	WILHELMINA WEST, INC.,
	 	a California corporation
	 	 	 
	 	By:	 /s/ David S. Chaiken
	 	 	David S. Chaiken
	 	 	Chief Accounting Officer
	 	 	 
	 	 	 
	 	WILHELMINA MODELS, INC.,
	 	a New York corporation
	 	 	 
	 	By:	 /s/ David S. Chaiken
	 	 	David S. Chaiken
	 	 	Chief Accounting Officer
	 	 	 
	 	 	 
	 	LW1, INC.,
	 	a California corporation
	 	 
	 	By:	 /s/ David S. Chaiken
	 	 	David S. Chaiken
	 	 	Chief Accounting Officer
	 	 	 
	 	 	 
	 	WILHELMINA CREATIVE, LLC,

                    a Delaware limited liability company

	 	 	 
	 	By:	 /s/ David S. Chaiken
	 	 	David S. Chaiken
	 	 	Chief Accounting Officer



 





THIRD AMENDMENT TO PLEDGE AND SECURITY AGREEMENT – Signature
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