AMONGStock Purchase Agreement • May 19th, 2000 • E Com Ventures Inc • Retail-drug stores and proprietary stores • Florida
EXHIBIT 99.1 OPTION AGREEMENT THIS AGREEMENT made as of this 30th day of January, 2004 between ILIA LEKACH ("Lekach"), IZJD CORP., PACIFIC INVESTMENT GROUP, INC. and DEBORAH LEKACH (collectively, the "Stockholders"), all with an address at 137 Golden...Option Agreement • February 10th, 2004 • E Com Ventures Inc • Retail-drug stores and proprietary stores • Florida
1 Exhibit 10.13 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of July 8, 1999, is entered into by and among Perfumania Inc., a Florida corporation, with headquarters located at 11701 N.W. 101st Road,...Securities Purchase Agreement • August 31st, 1999 • Perfumania Inc • Retail-drug stores and proprietary stores • Florida
AGREEMENT AND PLAN OF MERGER AMONG PERFUMANIA, INC. E COM VENTURES, INC. AND E COM SUB, INC.Merger Agreement • February 11th, 2000 • E Com Ventures Inc • Retail-drug stores and proprietary stores • Florida
WITNESSETHSeparation Agreement • May 28th, 1999 • Perfumania Inc • Retail-drug stores and proprietary stores
RECITALSEscrow Agreement • February 10th, 2004 • E Com Ventures Inc • Retail-drug stores and proprietary stores • New York
EXHIBIT 10.16 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of March 27, 2000, is entered into by and among E Com Ventures, Inc., a Florida corporation, with headquarters located at 11701 N.W. 101st Road,...Securities Purchase Agreement • April 25th, 2000 • E Com Ventures Inc • Retail-drug stores and proprietary stores • Florida
1 EXHIBIT 10.1(e) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into, and shall be binding this 27th day of March, 2000, by and between E Commerce Ventures, Inc., a Florida corporation ("Employer") and Jeffrey Geller...Employment Agreement • May 4th, 2001 • E Com Ventures Inc • Retail-drug stores and proprietary stores • Florida
AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • May 18th, 2004 • E Com Ventures Inc • Retail-drug stores and proprietary stores • New York
Exhibit 10.16 BASIC LEASE INFORMATION ----------------------- Landlord: Victory Investment Group LLC, a Florida limited liability company Tenant: Perfumania, Inc., a Florida corporation Address of Premises: 251 International Parkway Sunrise, Florida...Lease Agreement • April 30th, 2003 • E Com Ventures Inc • Retail-drug stores and proprietary stores
1 EXHIBIT 10.87 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into, and shall be binding this 24th day of December, 1999, by and between the Perfumania, Inc., a Florida corporation ("Employer") and Donovan Chin...Employment Agreement • May 30th, 2000 • E Com Ventures Inc • Retail-drug stores and proprietary stores • Florida
1 EXHIBIT 10.1(c) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into, and shall be binding this 10th day of January, 2000, by and between the Perfumania, Inc., a Florida corporation ("Employer") and Mark Young...Employment Agreement • May 4th, 2001 • E Com Ventures Inc • Retail-drug stores and proprietary stores • Florida
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SELLERStock Purchase Agreement • April 25th, 2000 • E Com Ventures Inc • Retail-drug stores and proprietary stores • Florida
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into, and shall be binding this 1st day of February 2002, by and between the E Com Ventures (ECMV), Inc., a Florida corporation ("Employer") and Ilia Lekach...Employment Agreement • May 3rd, 2002 • E Com Ventures Inc • Retail-drug stores and proprietary stores • Florida
CREDIT AGREEMENT Dated as of January 7, 2011 among PERFUMANIA HOLDINGS, INC., as the Lead Borrower The Other Borrowers Named Herein The Guarantors Named Herein WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, Swing...Credit Agreement • April 28th, 2011 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of January 7, 2011, among Perfumania Holdings, Inc., a Florida corporation (sometimes referred to herein as the “Parent” or “Lead Borrower”), Quality King Fragrance, Inc., a Delaware corporation (“QKF”), Scents of Worth, Inc., a Florida corporation (“SOW”), Five Star Fragrance Company, Inc., a New York corporation (“Five Star”), Northern Group, Inc., a New York corporation (“Northern”), Perfumania, Inc., a Florida corporation (“Perfumania”), Magnifique Parfumes and Cosmetics, Inc., a Florida corporation (“Magnifique”), Ten Kesef II, Inc., a Florida corporation (“Ten Kesef”), Perfumania Puerto Rico, Inc., a Puerto Rico corporation (“Perfumania PR”) and Perfumania.com, Inc., a Florida corporation (“Perfumania.com” and together with Parent, QKF, SOW, Five Star, Northern, Perfumania, Magnifique, Ten Kesef and Perfumania PR, each a “Borrower” and collectively, the “Borrowers”), the Guarantors (as hereinafter defined), each lender from t
1 Exhibit 10.10(b) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into, and shall be binding this 11th day of August, 1997, by and between the Perfumania, Inc., a Florida corporation ("Employer") and Marc...Employment Agreement • May 28th, 1999 • Perfumania Inc • Retail-drug stores and proprietary stores • Florida
CREDIT AGREEMENT Dated as of August 11, 2008 among PERFUMANIA HOLDINGS, INC. (f/k/a E Com Ventures, Inc.), QUALITY KING FRAGRANCE, INC., SCENTS OF WORTH, INC., FIVE STAR FRAGRANCE COMPANY, INC., DISTRIBUTION CONCEPTS, LLC, NORTHERN GROUP, INC.,...Credit Agreement • December 17th, 2008 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of August 11, 2008, among PERFUMANIA HOLDINGS, INC. (f/k/a E Com Ventures, Inc.), a Florida corporation (“Perfumania Holdings”), QUALITY KING FRAGRANCE, INC., a Delaware corporation (“QKF”), SCENTS OF WORTH, INC., a Florida corporation (“Scents of Worth”), FIVE STAR FRAGRANCE COMPANY, INC., a New York corporation (“Five Star Fragrance”), DISTRIBUTION CONCEPTS, LLC, a Florida limited liability company (“Distribution Concepts”), NORTHERN GROUP, INC., a New York corporation (“Northern Group”), PERFUMANIA, INC., a Florida corporation (“Perfumania”), MAGNIFIQUE PARFUMES AND COSMETICS, INC., a Florida corporation (“Magnifique Parfumes”), TEN KESEF II, INC., a Florida corporation (“Ten Kesef”) and PERFUMANIA PUERTO RICO, INC., a Puerto Rico corporation (“Perfumania PR”) (Perfumania Holdings, QKF, Scents of Worth, Five Star Fragrance, Distribution Concepts, Northern Group, Perfumania, Magnifique Parfumes, Ten Kesef and Perfumania PR are someti
FORM OF VOTING AGREEMENT (PARLUX)Voting Agreement • January 19th, 2012 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 23, 2011 by and between Perfumania Holdings, Inc., a Florida corporation (“Parent”) and [______________] (“Stockholder”), a stockholder of Parlux Fragrances, Inc., a Delaware corporation (the “Company”).
ContractSubordinated Promissory Note • December 17th, 2008 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York
THIS SUBORDINATED PROMISSORY NOTE IS SUBJECT TO AN INTERCREDITOR AND SUBORDINATION AGREEMENT DATED AS OF AUGUST 11, 2008 (THE “INTERCREDITOR AND SUBORDINATION AGREEMENT”) AMONG THE SUBORDINATED LENDERS PARTY THERETO, MODEL REORG ACQUISITION, LLC AND GENERAL ELECTRIC CAPITAL CORPORATION, AS AGENT AND COLLATERAL AGENT FOR CERTAIN LENDERS. BY ITS ACCEPTANCE OF THIS SUBORDINATED PROMISSORY NOTE, THE HOLDER HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF SUCH INTERCREDITOR AND SUBORDINATION AGREEMENT TO THE SAME EXTENT THAT THE SUBORDINATED LENDERS (AS DEFINED THEREIN) ARE BOUND.
ContractSubordinated Promissory Note • April 19th, 2012 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York
THIS SECOND AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTE (THIS “NOTE”) IS SUBJECT TO AN AMENDED AND RESTATED SUBORDINATION AGREEMENT DATED AS OF APRIL 18, 2012 (AS AMENDED, THE “SUBORDINATION AGREEMENT”) AMONG THE HOLDER OF THIS NOTE, HOLDERS OF CERTAIN OTHER PROMISSORY NOTES OF THE MAKER OF THIS NOTE AND WELLS FARGO BANK, NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, IN ITS CAPACITY AS ADMINISTRATIVE AND COLLATERAL AGENT PURSUANT TO THE SENIOR CREDITOR AGREEMENTS (AS DEFINED IN THE SUBORDINATION AGREEMENT) ACTING FOR AND ON BEHALF OF THE PARTIES THERETO AS LENDERS. PAYMENT OF THIS NOTE IS SUBORDINATE IN RIGHT OF PAYMENT TO THE SENIOR DEBT (AS DEFINED IN THE SUBORDINATION AGREEMENT) AND SUBJECT TO THE TERMS AND CONDITIONS OF THE SUBORDINATION AGREEMENT. BY ITS ACCEPTANCE OF THIS NOTE, THE HOLDER HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF SUCH SUBORDINATION AGREEMENT TO THE SAME EXTENT THAT THE SUBORDINATED LENDER (AS DEFINED THEREIN) IS BOUND.
AMENDED AND RESTATED SUBORDINATION AGREEMENTSubordination Agreement • April 19th, 2012 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York
THIS AMENDED AND RESTATED SUBORDINATION AGREEMENT (“Subordination Agreement”) dated as of April 18, 2012 is by and between Wells Fargo Bank, National Association, a national banking association, in its capacity as administrative and collateral agent pursuant to the Senior Creditor Agreements (as hereinafter defined) acting for and on behalf of the parties thereto as lenders (in such capacity, the “Senior Creditor Agent” as hereinafter further defined) and Trust under Article 2 of the Trust Agreement dated November 1, 1998 with Glenn Nussdorf as Grantor (successor to the Glenn Nussdorf 10-Year Grantor Retained Annuity Trust Dated 11/1/98), Glenn Nussdorf 15-Year Grantor Retained Annuity Trust Dated 11/2/98, the Trust under Article 2 of the Trust Agreement dated November 1, 1998 with Stephen Nussdorf as Grantor (successor to the Stephen Nussdorf 10-Year Grantor Retained Annuity Trust Dated 11/1/98), Stephen Nussdorf 15-Year Grantor Retained Annuity Trust Dated 11/2/98, the Trust under Ar
AGREEMENT AND PLAN OF MERGERMerger Agreement • January 19th, 2012 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York
This AGREEMENT AND PLAN OF MERGER, dated as of December 23, 2011 (this “Agreement”), is by and among Parlux Fragrances, Inc., a Delaware corporation (“Company”), Perfumania Holdings, Inc., a Florida corporation (“Parent”), and PFI Merger Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”). Certain terms used in this Agreement are used as defined in Section 9.11.
STOCKHOLDERS AGREEMENTStockholders Agreement • January 24th, 2012 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • Florida
STOCKHOLDERS AGREEMENT dated as of December 23, 2011 (this “Agreement”), by and among Perfumania Holdings, Inc., a Florida corporation (the “Company”), Rene Garcia, a stockholder of the Company (“Stockholder”), and the persons and trusts related to Stockholder listed on the signature page hereof (together with Stockholder, the “Stockholder Parties”).
EXHIBIT 10.1 CONVERTIBLE NOTE REDEMPTION OPTION AGREEMENT This CONVERTIBLE NOTE REDEMPTION OPTION AGREEMENT (the "AGREEMENT") dated as of February 5, 2002 (the "EFFECTIVE DATE") is entered into by and among E Com Ventures, Inc., a Florida corporation,...Convertible Note Redemption Option Agreement • February 20th, 2002 • E Com Ventures Inc • Retail-drug stores and proprietary stores • Florida
AMENDMENT NO. 1 TO CREDIT AGREEMENT AND CONSENTCredit Agreement • January 19th, 2012 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York
AMENDMENT NO. 1 TO CREDIT Agreement AND CONSENT, dated as of December 23, 2011 (this “Amendment No. 1”), is by and among Wells Fargo Bank, National Association, in its capacity as administrative and collateral agent for the Lenders (as hereinafter defined) pursuant to the Credit Agreement defined below (in such capacity, “Administrative Agent”), Bank of America, N.A., in its capacity as syndication agent for the Lenders (in such capacity, “Syndication Agent”), Regions Bank and RBS Business Capital, a division of RBS Asset Finance, Inc., a subsidiary of RBS Citizens, NA, in their capacity as co-documentation agents for the Lenders (in such capacity, “Co-Documentation Agents”), the parties to the Credit Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), Perfumania Holdings, Inc., a Florida corporation (sometimes referred to herein as the “Parent” or “Lead Borrower”), Quality King Fragrance, Inc., a Delaware corporation (“QKF”), Scents of Worth, Inc., a Flor
Model Reorg Acquisition LLCDebt Financing Commitment • December 27th, 2011 • Perfumania Holdings, Inc. • Retail-miscellaneous retail
Model Reorg Acquisition LLCDebt Financing Commitment • January 20th, 2012 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York
PERFUMANIA HOLDINGS INC.Licensing Agreement • March 5th, 2012 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York
SUB-SUBLEASE Model Reorg, Inc.Sub-Sublease • December 17th, 2008 • Perfumania Holdings, Inc. • Retail-miscellaneous retail
This Sub-Sublease (“Lease”) is made as of the 1st day of October, 2007 by and between QUALITY KING DISTRIBUTORS, INC. (“Landlord”), a New York corporation, and MODEL REORG, INC. (“Sub-subtenant”), a New York corporation.
NOTE AND SUBORDINATION AMENDMENT AGREEMENTNote and Subordination Amendment Agreement • May 27th, 2009 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York
Agreement dated as of this 26th day of May, 2009 among Perfumania Holdings, Inc. (f/k/a E Com Ventures, Inc.), a Florida corporation (the “Company”), the noteholders listed on the signature page hereof (the “Noteholders”) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as Agent and Collateral Agent for Lenders under the Credit Agreement (as defined below) (in such capacity and together with its successors and assigns, the “Senior Lender”).
PERFUMANIA HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2008 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 11 day of August, 2008, by and among Perfumania Holdings, Inc. (f/k/a E Com Ventures, Inc.), a Florida corporation (the “Company”), and each of the shareholders of Model Reorg, Inc., a New York corporation (“Model Reorg”), listed on Schedule A hereto.
STOCKHOLDERS AGREEMENTStockholders Agreement • January 23rd, 2012 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • Florida
STOCKHOLDERS AGREEMENT dated as of December 23, 2011 (this “Agreement”), by and among Perfumania Holdings, Inc., a Florida corporation (the “Company”), Rene Garcia, a stockholder of the Company (“Stockholder”), and the persons and trusts related to Stockholder listed on the signature page hereof (together with Stockholder, the “Stockholder Parties”).
GMAC COMMERCIAL FINANCE LLC New York, New York 10104Revolving Credit and Security Agreement • June 19th, 2007 • E Com Ventures Inc • Retail-miscellaneous retail
Reference is made to certain financing arrangements by and among PERFUMANIA, INC., MAGNIFIQUE PARFUMES AND COSMETICS, INC., PERFUMANIA PUERTO RICO, INC., and TEN KESEF II, INC. (each individually, a “Borrower” and collectively, the “Borrowers”) and GMAC Commercial Finance LLC, as agent (in such capacity, “Agent”) for certain institutional lenders (collectively, “Lenders”) pursuant to certain financing agreements with Borrowers, including, but not limited to, the Amended and Restated Revolving Credit and Security Agreement, dated as of May 12, 2004 (as amended by the Letter re: Amendment to Revolving Credit and Security Agreement, dated as of June 1, 2005, the Letter re: Amendment to Revolving Credit and Security Agreement, dated as of September 30, 2006, the Letter re: Amendment to Revolving Credit and Security Agreement, dated as of February 1, 2007, and as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”) entered into by and among Borrowers, Agent and Le
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 17th, 2008 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • Florida
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made as of February 7, 2008 by and between JACAVI, LLC, a Delaware limited liability company (the “Company”), and RENE A. GARCIA (the “Executive”).
JOINT FILING AGREEMENTJoint Filing Agreement • April 30th, 2012 • Perfumania Holdings, Inc. • Retail-miscellaneous retail
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 2 to the Schedule 13D originally filed on August 21, 2008 (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of Perfumania Holdings, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
