Exhibit 10.2


 





Promissory note


 


$1,000,000.00July 12, 2018


 





FOR VALUE RECEIVED, WILHELMINA INTERNATIONAL,
INC., a Delaware corporation (“Borrower”), having an address at 200 Crescent Court, Suite 1400, Dallas,
Texas 75201 hereby promises to pay to the order of ZB, N.A. dba AMEGY BANK (together with its successors and assigns and
any subsequent holders of this Note, “Lender”), as hereinafter provided, the principal sum of ONE MILLION AND
NO/100 DOLLARS ($1,000,000.00) or so much thereof as may be advanced by Lender from time to time hereunder to or for the benefit
or account of Borrower, together with interest thereon at the Note Rate (as hereinafter defined), and otherwise in strict accordance
with the terms and provisions hereof.


 


1.                 
DEFINITIONS


 


1.1             
Definitions. As used in this Note, the following terms shall have the following meanings:


 


“Applicable Rate” means five
and 15/100 percent (5.15%) per annum.


 


“Borrower” has the meaning
set forth in the introductory paragraph of this Note.


 


“Business Day” means a weekday,
Monday through Friday, except a legal holiday or a day on which banking institutions in Dallas, Texas are authorized or required
by law to be closed. Unless otherwise provided, the term “days” when used herein means calendar days.


 


“Change” means (a) any change
after the date of this Note in the risk based capital guidelines applicable to Lender, or (b) any adoption of or change in any
other law, governmental or quasi governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not
having the force of law) after the date of this Note that affects capital adequacy or the amount of capital required or expected
to be maintained by Lender or any entity controlling Lender.


 


“Charges” means all fees,
charges and/or any other things of value, if any, contracted for, charged, taken, received or reserved by Lender in connection
with the transactions relating to this Note and the other Loan Documents, which are treated as interest under applicable law.


 


“Credit Agreement” means
the Credit Agreement dated April 20, 2011, executed by Lender and Borrower, 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, that
certain Third Amendment to Credit Agreement dated as of July 31, 2014, that certain Fourth Amendment to Credit Agreement dated
effective October 24, 2015, that certain Fifth Amendment to Credit Agreement dated effective May 13, 2016, that certain Sixth Amendment
to Credit Agreement and First Amendment to Line of Credit Note dated effective November 9, 2016, that certain Seventh Amendment
to Credit Agreement dated effective May 4, 2017, that certain Eighth Amendment to Credit Agreement and Waiver dated effective August
1, 2017, that certain Ninth Amendment to Credit Agreement and Second Amendment to Line of Credit Note dated effective October 24,
2017, and that certain Tenth Amendment to Credit Agreement of even date herewith, and as may be further modified, amended, renewed,
extended, and restated from time to time.


 






    
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“Debtor Relief Laws” means
Title 11 of the United States Code, as now or hereafter in effect, or any other applicable law, domestic or foreign, as now or
hereafter in effect, relating to bankruptcy, insolvency, liquidation, receivership, reorganization, arrangement or composition,
extension or adjustment of debts, or similar laws affecting the rights of creditors.


 


“Default Interest Rate” means
a rate per annum equal to the Note Rate plus four percent (4%), but in no event in excess of the Maximum Rate.


 


“Event of Default” has the
meaning set forth in the Credit Agreement.


 


“Lender” has the meaning
set forth in the introductory paragraph of this Note.


 


“Loan Documents” has the
meaning set forth in the Credit Agreement.


 


“Maturity Date” means July
12, 2023.


 


“Maximum Rate” means, at
all times, the maximum rate of interest which may be charged, contracted for, taken, received or reserved by Lender in accordance
with applicable Texas law (or applicable United States federal law to the extent that such law permits Lender to charge, contract
for, receive or reserve a greater amount of interest than under Texas law). The Maximum Rate shall be calculated in a manner that
takes into account any and all fees, payments, and other charges in respect of the Loan Documents that constitute interest under
applicable law. Each change in any interest rate provided for herein based upon the Maximum Rate resulting from a change in the
Maximum Rate shall take effect without notice to Borrower at the time of such change in the Maximum Rate.


 


“Note” means this Promissory
Note.


 


“Note Rate” means the rate
equal to the lesser of (a) the Maximum Rate or (b) the Applicable Rate.


 


“Payment Date” means the
first day of each and every calendar month during the term of this Note.


 


“Related Indebtedness” means
any and all indebtedness paid or payable by Borrower to Lender pursuant to the Loan Documents or any other communication or writing
by or between Borrower and Lender related to the transaction or transactions that are the subject matter of the Loan Documents,
except such indebtedness which has been paid or is payable by Borrower to Lender under this Note.


 


1.2             
Rules of Construction. Any capitalized term used in this Note and not otherwise defined herein shall have the meaning
ascribed to such term in the Credit Agreement. All terms used herein, whether or not defined in Section 1.1 hereof, and
whether used in singular or plural form, shall be deemed to refer to the object of such term whether such is singular or plural
in nature, as the context may suggest or require. All personal pronouns used herein, whether used in the masculine, feminine or
neutral gender, shall include all other genders; the singular shall include the plural and vice versa.


 



    
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2.                 
PAYMENT TERMS


 


2.1             
Payment of Principal and Interest; Revolving Nature. All accrued but unpaid interest on the principal balance of
this Note outstanding from time to time shall be payable on each Payment Date commencing September 1, 2018 and continuing
on each Payment Date thereafter through and until July 12, 2019 (the “Conversion Date”). Thereafter, installments
of principal and accrued but unpaid interest, each in the amount sufficient to fully amortize the outstanding principal balance
under this Note over a sixty (60) month amortization period at the Note Rate, shall be due and payable on each Payment Date, commencing
on the first Payment Date following the Conversion Date and continuing on each Payment Date thereafter through and until the Maturity
Date. The then outstanding principal balance of this Note and all accrued but unpaid interest thereon shall be due and payable
on the Maturity Date. No amounts repaid hereunder may be re-borrowed. Borrower shall not be entitled to any advances hereunder
after the Conversion Date. The total outstanding borrowings under this Note shall not at any time exceed the principal amount stated
above. Subject to the terms and conditions hereof, the unpaid principal balance of this Note at any time shall be the total amount
advanced hereunder by Lender less the amount of principal payments made hereon by or for Borrower, which balance may be endorsed
hereon from time to time by Lender or otherwise noted in Lender’s records, which notations shall be, absent manifest error,
conclusive evidence of the amounts owing hereunder from time to time. This Note is the Second Term Note referenced and defined
in the Credit Agreement.


 


2.2             
Application. Except as expressly provided herein to the contrary, all payments on this Note shall be applied in the
following order of priority: (a) the payment or reimbursement of any expenses, costs or obligations (other than the outstanding
principal balance hereof and interest hereon) for which either Borrower shall be obligated or Lender shall be entitled pursuant
to the provisions of this Note or the other Loan Documents; (b) the payment of accrued but unpaid interest hereon; and (c) the
payment of all or any portion of the principal balance hereof then outstanding hereunder, in the direct order of maturity. If an
Event of Default exists under this Note or under any of the other Loan Documents, then Lender may, at the sole option of Lender,
apply any such payments, at any time and from time to time, to any of the items specified in clauses (a), (b) or (c) above without
regard to the order of priority otherwise specified in this Section 2.2 and any application to the outstanding principal balance
hereof may be made in either direct or inverse order of maturity.


 


2.3             
Payments. All payments under this Note made to Lender shall be made in immediately available funds at 2501 N. Harwood,
Suite 1600, Dallas, Texas 75201 (or at such other place as Lender, in Lender’s sole discretion, may have established by delivery
of written notice thereof to Borrower from time to time), without offset, in lawful money of the United States of America, which
shall at the time of payment be legal tender in payment of all debts and dues, public and private. Payments by check or draft shall
not constitute payment in immediately available funds until the required amount is actually received by Lender in full. Payments
in immediately available funds received by Lender in the place designated for payment on a Business Day prior to 11:00 a.m. (Dallas,
Texas time) at such place of payment shall be credited prior to the close of business on the Business Day received, while payments
received by Lender on a day other than a Business Day or after 11:00 a.m. (Dallas, Texas time) on a Business Day shall not be credited
until the next succeeding Business Day. If any payment of principal or interest on this Note shall become due and payable on a
day other than a Business Day, then such payment shall be made on the next succeeding Business Day. Any such extension of time
for payment shall be included in computing interest which has accrued and shall be payable in connection with such payment.


 






    
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Borrower authorizes Lender to effect payments
due hereunder by debiting Borrower’s account(s) at Lender, which authorization shall not affect the obligation of Borrower
to pay such sums when due, without notice, if there are insufficient funds in such account(s) to make payment in full on the due
date, or if Lender fails to debit the account(s).


 


2.4             
Computation Period. Interest on the indebtedness evidenced by this Note shall be computed on the basis of a three
hundred sixty (360) day year and shall accrue on the actual number of days elapsed for any whole or partial month in which interest
is being calculated. In computing the number of days during which interest accrues, the day on which funds are initially advanced
shall be included regardless of the time of day such advance is made, and the day on which funds are repaid shall be included unless
repayment is credited prior to the close of business on the Business Day received as provided in Section 2.3 hereof. Each
determination by Lender of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest
error.


 


2.5             
Prepayment. Borrower shall have the right to prepay, at any time and from time to time, without fee, premium or penalty,
all or any portion of the outstanding principal balance hereof; provided, however, that such prepayment shall also include any
and all accrued but unpaid interest on the amount of principal being so prepaid through and including the date of prepayment, plus
any other sums which have become due to Lender under the other Loan Documents on or before the date of prepayment, but which have
not been fully paid. Prepayments of principal shall be applied in inverse order of maturity.


 


2.6             
Unconditional Payment. Borrower is and shall be obligated to pay all principal, interest and any and all other amounts
which become payable under this Note or under any of the other Loan Documents absolutely and unconditionally and without any abatement,
postponement, diminution or deduction whatsoever and without any reduction for counterclaim or setoff whatsoever. If at any time
any payment received by Lender hereunder shall be deemed by a court of competent jurisdiction to have been a voidable preference
or fraudulent conveyance under any Debtor Relief Law, then the obligation to make such payment shall survive any cancellation or
satisfaction of this Note or return thereof to Borrower and shall not be discharged or satisfied with any prior payment thereof
or cancellation of this Note, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions
hereof, and such payment shall be immediately due and payable upon demand.


 


2.7             
Partial or Incomplete Payments. Remittances in payment of any part of this Note other than in the required amount
in immediately available funds at the place where this Note is payable shall not, regardless of any receipt or credit issued therefor,
constitute payment until the required amount is actually received by Lender in full in accordance herewith and shall be made and
accepted subject to the condition that any check or draft may be handled for collection in accordance with the practice of the
collecting bank or banks. Acceptance by Lender of any payment in an amount less than the full amount then due shall be deemed an
acceptance on account only, and the failure to pay the entire amount then due shall be and continue to be an Event of Default in
the payment of this Note.


 


2.8             
Default Interest Rate. For so long as any Event of Default exists under this Note or under any of the other Loan
Documents, regardless of whether or not there has been an acceleration of the indebtedness evidenced by this Note, and at all times
after the maturity of the indebtedness evidenced by this Note (whether by acceleration or otherwise), and in addition to all other
rights and remedies of Lender hereunder, interest shall accrue on the outstanding principal balance hereof at the Default Interest
Rate, and such accrued interest shall be immediately due and payable. Borrower acknowledges that it would be extremely difficult
or impracticable to determine Lender’s actual damages resulting from any late payment or Event of Default, and such late
charges and accrued interest are reasonable estimates of those damages and do not constitute a penalty


 






    
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2.9             
Change. If Lender determines that the amount of capital required or expected to be maintained by Lender or any entity
controlling Lender, is increased as a result of a Change, then, within fifteen (15) days of demand by Lender, Borrower shall pay
to Lender the amount necessary to compensate Lender for any shortfall in the rate of return on the portion of such increased capital
that Lender determines is attributable to this Note or the principal amount outstanding hereunder (after taking into account Lender’s
policies as to capital adequacy).


 


3.                 
EVENT OF DEFAULT AND REMEDIES


 


3.1             
Remedies. Upon the occurrence of an Event of Default, Lender shall have the right to exercise any rights and remedies
set forth in the Credit Agreement and the other Loan Documents.


 


3.2             
WAIVERS. EXCEPT AS SPECIFICALLY PROVIDED IN THE LOAN DOCUMENTS TO THE CONTRARY, BORROWER AND ANY ENDORSERS OR GUARANTORS
HEREOF SEVERALLY WAIVE AND RELINQUISH PRESENTMENT FOR PAYMENT, DEMAND, NOTICE OF NONPAYMENT OR NONPERFORMANCE, PROTEST, NOTICE
OF PROTEST, NOTICE OF INTENT TO ACCELERATE, NOTICE OF ACCELERATION OR ANY OTHER NOTICES OR ANY OTHER ACTION. BORROWER AND ANY ENDORSERS
OR GUARANTORS HEREOF SEVERALLY WAIVE AND RELINQUISH, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO THE BENEFITS OF ANY
MORATORIUM, REINSTATEMENT, MARSHALING, FORBEARANCE, VALUATION, STAY, EXTENSION, REDEMPTION, APPRAISEMENT, EXEMPTION AND HOMESTEAD
NOW OR HEREAFTER PROVIDED BY THE CONSTITUTION AND LAWS OF THE UNITED STATES OF AMERICA AND OF EACH STATE THEREOF, BOTH AS TO ITSELF
AND IN AND TO ALL OF ITS PROPERTY, REAL AND PERSONAL, AGAINST THE ENFORCEMENT AND COLLECTION OF THE OBLIGATIONS EVIDENCED BY THIS
NOTE OR BY THE OTHER LOAN DOCUMENTS.


 


4.                 
GENERAL PROVISIONS


 


4.1             
No Waiver; Amendment. No failure to accelerate the indebtedness evidenced by this Note by reason of an Event of Default
hereunder, acceptance of a partial or past due payment, or indulgences granted from time to time shall be construed (a) as a novation
of this Note or as a reinstatement of the indebtedness evidenced by this Note or as a waiver of such right of acceleration or of
the right of Lender thereafter to insist upon strict compliance with the terms of this Note, or (b) to prevent the exercise of
such right of acceleration or any other right granted under this Note, under any of the other Loan Documents or by any applicable
laws. Borrower hereby expressly waives and relinquishes the benefit of any statute or rule of law or equity now provided, or which
may hereafter be provided, which would produce a result contrary to or in conflict with the foregoing. The failure to exercise
any remedy available to Lender shall not be deemed to be a waiver of any rights or remedies of Lender under this Note or under
any of the other Loan Documents, or at law or in equity. No extension of the time for the payment of this Note or any installment
due hereunder, made by agreement with any person now or hereafter liable for the payment of this Note, shall operate to release,
discharge, modify, change or affect the original liability of Borrower under this Note, either in whole or in part, unless Lender
specifically, unequivocally and expressly agrees otherwise in writing.


 






    
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4.2             
Interest Provisions.


 


(a)               
Savings Clause. It is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply
strictly with the applicable Texas law governing the Maximum Rate or amount of interest payable on the indebtedness evidenced by
this Note and the Related Indebtedness (or applicable United States federal law to the extent that it permits Lender to contract
for, charge, take, reserve or receive a greater amount of interest than under Texas law). If the applicable law is ever judicially
interpreted so as to render usurious any amount (i) contracted for, charged, taken, reserved or received pursuant to this Note,
any of the other Loan Documents or any other communication or writing by or between Borrower and Lender related to the transaction
or transactions that are the subject matter of the Loan Documents, (ii) contracted for, charged, taken, reserved or received by
reason of Lender’s exercise of the option to accelerate the maturity of this Note and/or the Related Indebtedness, or (iii)
Borrower will have paid or Lender will have received by reason of any voluntary prepayment by Borrower of this Note and/or the
Related Indebtedness, then it is Borrower’s and Lender’s express intent that all amounts charged in excess of the Maximum
Rate shall be automatically canceled, ab initio, and all amounts in excess of the Maximum Rate theretofore collected by
Lender shall be credited on the principal balance of this Note and/or the Related Indebtedness (or, if this Note and all Related
Indebtedness have been or would thereby be paid in full, refunded to Borrower), and the provisions of this Note and the other Loan
Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without
the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of
the fullest amount otherwise called for hereunder and thereunder; provided, however, that if this Note has been paid
in full before the end of the stated term of this Note, then Borrower and Lender agree that Lender shall, with reasonable promptness
after Lender discovers or is advised by Borrower that interest was received in an amount in excess of the Maximum Rate, either
refund such excess interest to Borrower and/or credit such excess interest against this Note and/or any Related Indebtedness then
owing by Borrower to Lender. Borrower hereby agrees that as a condition precedent to any claim seeking usury penalties against
Lender, Borrower will provide written notice to Lender, advising Lender in reasonable detail of the nature and amount of the violation,
and Lender shall have sixty (60) days after receipt of such notice in which to correct such usury violation, if any, by either
refunding such excess interest to Borrower or crediting such excess interest against this Note and/or the Related Indebtedness
then owing by Borrower to Lender. All sums contracted for, charged, taken, reserved or received by Lender for the use, forbearance
or detention of any debt evidenced by this Note and/or the Related Indebtedness shall, to the extent permitted by applicable law,
be amortized or spread, using the actuarial method, throughout the stated term of this Note and/or the Related Indebtedness (including
any and all renewal and extension periods) until payment in full so that the rate or amount of interest on account of this Note
and/or the Related Indebtedness does not exceed the Maximum Rate from time to time in effect and applicable to this Note and/or
the Related Indebtedness for so long as debt is outstanding. Notwithstanding anything to the contrary contained herein or in any
of the other Loan Documents, it is not the intention of Lender to accelerate the maturity of any interest that has not accrued
at the time of such acceleration or to collect unearned interest at the time of such acceleration.


 






    
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(b)              
Ceiling Election. To the extent that Lender is relying on Chapter 303 of the Texas Finance Code to determine the
Maximum Rate payable on the Note and/or any other portion of the Obligations, Lender will utilize the weekly ceiling from time
to time in effect as provided in such Chapter 303, as amended. To the extent United States federal law permits Lender to contract
for, charge, take, receive or reserve a greater amount of interest than under Texas law, Lender will rely on United States federal
law instead of such Chapter 303 for the purpose of determining the Maximum Rate. Additionally, to the extent permitted by applicable
law now or hereafter in effect, Lender may, at its option and from time to time, utilize any other method of establishing the Maximum
Rate under such Chapter 303 or under other applicable law by giving notice, if required, to Borrower as provided by applicable
law now or hereafter in effect.


 


4.3             
WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER HEREBY IRREVOCABLY AND EXPRESSLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE)
ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY OR THE ACTIONS OF LENDER IN THE
NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT THEREOF. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.3.


 


4.4             
GOVERNING LAW; VENUE; SERVICE OF PROCESS. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF TEXAS; PROVIDED THAT LENDER SHALL RETAIN ALL RIGHTS UNDER FEDERAL LAW. THIS AGREEMENT HAS BEEN ENTERED INTO IN
DALLAS COUNTY, TEXAS, AND IS PERFORMABLE FOR ALL PURPOSES IN DALLAS COUNTY, TEXAS. THE PARTIES HEREBY AGREE THAT ANY LAWSUIT, ACTION,
OR PROCEEDING THAT IS BROUGHT (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS,
THE TRANSACTIONS CONTEMPLATED THEREBY, OR THE ACTIONS OF THE LENDER IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT OF ANY OF
THE LOAN DOCUMENTS SHALL BE BROUGHT IN A STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED IN DALLAS COUNTY, TEXAS. BORROWER
HEREBY IRREVOCABLY AND UNCONDITIONALLY (A) SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, (B) WAIVES ANY OBJECTION IT MAY
NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH LAWSUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH COURT, AND (C) FURTHER WAIVES
ANY CLAIM THAT IT MAY NOW OR HEREAFTER HAVE THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. EACH OF THE PARTIES HERETO AGREE THAT
SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED AT THE ADDRESS FOR NOTICES REFERENCED
IN SECTION 7.2 OF THE CREDIT AGREEMENT.


 






    
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4.5             
Relationship of the Parties. Notwithstanding any prior business or personal relationship between Borrower and Lender,
or any officer, director or employee of Lender, that may exist or have existed, the relationship between Borrower and Lender is
solely that of debtor and creditor, Lender has no fiduciary or other special relationship with Borrower, Borrower and Lender are
not partners or joint venturers, and no term or condition of any of the Loan Documents shall be construed so as to deem the relationship
between Borrower and Lender to be other than that of debtor and creditor.


 


4.6             
Successors and Assigns. The terms and provisions hereof shall be binding upon and inure to the benefit of Borrower
and Lender and their respective heirs, executors, legal representatives, successors, successors in title and assigns, whether by
voluntary action of the parties, by operation of law or otherwise, and all other persons claiming by, through or under them. The
terms “Borrower” and “Lender” as used hereunder shall be deemed to include their respective heirs, executors,
legal representatives, successors, successors in title and assigns, whether by voluntary action of the parties, by operation of
law or otherwise, and all other persons claiming by, through or under them.


 


4.7             
Time is of the Essence. Time is of the essence with respect to all provisions of this Note and the other Loan Documents.


 


4.8             
Headings. The Section and Subsection titles hereof are inserted for convenience of reference only and shall in no
way alter, modify, define, limit, amplify or be used in construing the text, scope or intent of such Sections or Subsections or
any provisions hereof.


 


4.9             
Controlling Agreement. In the event of any conflict between the provisions of this Note and the Credit Agreement,
it is the intent of the parties hereto that the provisions of the Credit Agreement shall control. In the event of any conflict
between the provisions of this Note and any of the other Loan Documents (other than the Credit Agreement), it is the intent of
the parties hereto that the provisions of this Note shall control. The parties hereto acknowledge that they were represented by
competent counsel in connection with the negotiation, drafting and execution of this Note and the other Loan Documents and that
this Note and the other Loan Documents shall not be subject to the principle of construing their meaning against the party which
drafted same.


 


4.10         
Notices. Whenever any notice is required or permitted to be given under the terms of this Note, the same shall be
given in accordance with Section 7.2 of the Credit Agreement.


 


4.11         
Severability. If any provision of this Note or the application thereof to any person or circumstance shall, for any
reason and to any extent, be invalid or unenforceable, then neither the remainder of this Note nor the application of such provision
to other persons or circumstances nor the other instruments referred to herein shall be affected thereby, but rather shall be enforced
to the greatest extent permitted by applicable law.


 


4.12         
Right of Setoff. In addition to all Liens upon and rights of setoff against the money, securities, or other property
of Borrower given to Lender that may exist under applicable law, Lender shall have and Borrower hereby grants to Lender a Lien
upon and a right of setoff against all money, securities, and other property of Borrower, now or hereafter in possession of or
on deposit with Lender, whether held in a general or special account or deposit, for safe-keeping or otherwise, and every such
Lien and right of setoff may be exercised without demand upon or notice to Borrower. No Lien or right of setoff shall be deemed
to have been waived by any act or conduct on the part of Lender, or by any neglect to exercise such right of setoff or to enforce
such Lien, or by any delay in so doing, and every right of setoff and Lien shall continue in full force and effect until such right
of setoff or Lien is specifically waived or released by an instrument in writing executed by Lender.


 






    
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4.13         
Costs of Collection. If any holder of this Note retains an attorney at law in connection with any Event of Default
or at maturity or to collect, enforce, or defend this Note or any part hereof, or any other Loan Document in any lawsuit or in
any probate, reorganization, bankruptcy or other proceeding, or if Borrower sues any holder in connection with this Note or any
other Loan Document and does not prevail, then Borrower agrees to pay to each such holder, in addition to the principal balance
hereof and all interest hereon, all costs and expenses of collection or incurred by such holder or in any such suit or proceeding,
including, but not limited to, reasonable attorneys’ fees.


 


4.14         
Statement of Unpaid Balance. At any time and from time to time, Borrower will furnish promptly, upon the request
of Lender, a written statement or affidavit, in form satisfactory to Lender, stating the unpaid balance of the indebtedness evidenced
by this Note and the Related Indebtedness and that there are no offsets or defenses against full payment of the indebtedness evidenced
by this Note and the Related Indebtedness and the terms hereof, or if there are any such offsets or defenses, specifying them.


 


4.15         
FINAL AGREEMENT. THIS NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN
ORAL AGREEMENTS BETWEEN THE PARTIES.


 


4.16         
Arbitration. All disputes, claims and controversies arising from this Note shall be governed by the terms of Section
7.15 of the Credit Agreement.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


 


SIGNATURE PAGE FOLLOWS]


 






    
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IN WITNESS WHEREOF, Borrower, intending to be
legally bound hereby, has duly executed this Note as of the day and year first written above.


 


BORROWER:


 


WILHELMINA INTERNATIONAL, INC.,

a Delaware corporation


 


By:/s/ James McCarthy_________________


James McCarthy


Chief Financial Officer




 


 


 


 


 


 


 


PROMISSORY NOTE – Signature Page