8-K

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 event reported): April 17, 2012

Perfumania Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Florida	0-19714	65-0977964
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

35 Sawgrass Drive, Suite 2

Bellport, NY 11713

(Address of Principal Executive Offices)(Zip Code)

(631) 866-4100

(Registrant's telephone number, including area code)

_________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

In connection with the merger described below in Item 2.01, on April 18, 2012, Parlux Fragrances, LLC, a subsidiary of Perfumania Holdings, Inc. (“Perfumania”), Artistic Brands Development LLC (“Artistic Brands”), Shawn Carter and S. Carter Enterprises, LLC entered into a sublicense agreement and Artistic Brands, Shawn Carter and S. Carter Enterprises, LLC entered into a license agreement pursuant to the previously disclosed December 23, 2011 Letter Agreement among the parties. The license agreement gives Artistic Brands the exclusive right and license to manufacture, promote, distribute, and sell prestige fragrances and related products under the Jay-Z trademark, and Artistic Brands sublicenses those rights to Parlux Fragrances, LLC in the sublicense agreement. In return, Parlux Fragrances, LLC assumes all of Artistic Brands' obligations under the license agreement, including making all royalty payments and certain guaranteed minimum royalties owed to S. Carter Enterprises, LLC. The initial term of the license agreement will expire at the earlier of (i) five years following the first date on which licensed products are shipped and (ii) December 31, 2018. Artistic Brands has the right to renew the license agreement, so long as certain financial conditions are met and it has not otherwise breached the agreement. In connection with these agreements, Perfumania issued to Artistic Brands and its designees, including Shawn Carter, warrants for the purchase of an aggregate of 1,599,999 shares of Perfumania common stock at an exercise price of $8.00 per share. The complete terms of the license and sublicense agreements are set forth in the exhibits to the December 23, 2011 Letter Agreement, which was filed as, and which terms are hereby incorporated by reference to, Exhibit 10.14 to the Company's Registration Statement on Form S-4 (File No. 333-179124) filed on March 5, 2012.

The Warrant Amendment described in Item 3.02 of this Current Report on Form 8-K became effective at the effective time of the merger on April 18, 2012 (the “Effective Time”). That description is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On April 18, 2012, pursuant to the Agreement and Plan of Merger, dated as of December 23, 2011 (the “Merger Agreement”), by and among Perfumania, Parlux Fragrances, Inc., a Delaware corporation (“Parlux”), and PFI Merger Corp., a Delaware corporation and wholly owned subsidiary of Perfumania (“Merger Sub”), Perfumania acquired all the outstanding shares of Parlux common stock via a merger of Parlux with Merger Sub, with Parlux surviving the merger. Parlux was then merged into PFI Merger Sub I, LLC,which survived this second merger as a wholly owned subsidiary of Perfumania and changed its name to Parlux Fragrances, LLC. We refer to these two transactions as the “merger.” The merger was consummated following the approval and adoption of the Merger Agreement by Parlux shareholders and the approval by Perfumania shareholders of the issuance of shares of Perfumania common stock to the Parlux shareholders pursuant to the Merger Agreement. Trading in Parlux's common stock on the NASDAQ stock market terminated after market close on April 18, 2012.

Under the terms of the Merger Agreement, each share of Parlux common stock issued and outstanding immediately before the Effective Time was cancelled and converted into the right to receive either (i) 0.533333 shares of Perfumania common stock or (ii) 0.20 shares of Perfumania common stock plus $4.00 in cash, depending on the elections made by Parlux shareholders, without proration or other adjustments. Parlux shareholders will receive cash for any fractional shares of Perfumania common stock which they might otherwise have received in the merger.

As a result, Perfumania will issue approximately 6.014 million shares of its common stock and pay approximately $62.1 million in cash to the former Parlux shareholders in the merger. The formulae for determining the amount of the merger consideration were determined through arms'-length bargaining by the two companies and approved by committees of their respective independent directors. The Perfumania shares issued to Parlux shareholders represent approximately 40% of Perfumania's issued and outstanding common stock after the merger.

The cash portion of the merger consideration was financed through a combination of $32 million that Perfumania borrowed under Perfumania's Senior Credit Facility and $30 million that a Perfumania subsidiary borrowed from

the Nussdorf Trusts, each on April 18, 2012. These borrowings, the Senior Credit Facility and the Nussdorf Trusts are described in greater detail in Item 2.03 of this Current Report on Form 8-K.

At the Effective Time, each outstanding and unexercised option to purchase shares of Parlux common stock under Parlux's equity-based compensation plans was assumed by Perfumania and converted into an option to purchase a number of shares of Perfumania common stock (an “Assumed Stock Option”) equal to the product of (i) the number of shares of Parlux common stock subject to the original option and (ii) the equity award exchange ratio of 0.533333, rounded down to the nearest whole share. The Assumed Stock Options represent rights to acquire an aggregate of 545,576 shares of Perfumania common stock. The per share exercise price for Perfumania common stock issuable upon the exercise of an Assumed Stock Option is equal to (i) the per share exercise price of the original Parlux stock option divided by (ii) the equity award exchange ratio of 0.533333, rounded up to the nearest whole cent. In addition, subject in some cases to the terms of existing executive employment agreements, (a) the vesting schedule of each assumed option was accelerated by one year, (b) an Assumed Stock Option will vest immediately if the holder's employment by Perfumania is terminated before the first anniversary of the merger closing either (i) by Perfumania other than for cause or (ii) by the holder with good reason, and (c) the period for exercising each Assumed Stock Option following termination of employment is extended to 90 days. Except as set forth above, each Assumed Stock Option is subject to the same terms and conditions as were applicable to the corresponding option to purchase Parlux common stock immediately before the Effective Time.

The merger was structured to qualify as a reorganization for U.S. federal income tax purposes; accordingly, each Parlux shareholder generally should recognize taxable gain (but not loss) for U.S. federal income tax purposes as a result of the merger only to the extent of the lesser of (x) the sum of the amount of cash and the fair market value of the Perfumania stock received, minus the adjusted tax basis of the Parlux common stock surrendered in exchange therefor, and (y) the amount of cash received (other than cash received in lieu of a fractional share).

Glenn Nussdorf, a principal shareholder of Perfumania, owned approximately 9.9% of the outstanding common stock of Parlux before the merger. In addition, Perfumania has purchased merchandise from Parlux for about 20 years and was one of Parlux's largest customers.

The foregoing description of the merger and the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to Perfumania's Current Report on Form 8-K filed on December 23, 2011, and the discussion thereof in Amendment No. 1 to Perfumania's Form S-4 filed on February 23, 2012, each of which is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On April 18, 2012, pursuant to Amendment No. 1 to the Credit Agreement and Consent dated December 23, 2011 among Perfumania and its subsidiaries, which amended its existing senior, secured revolving credit facility dated as of January 7, 2011, with a syndicate of banks for which Wells Fargo Bank, National Association serves as Administrative Agent, Collateral Agent and Swing Line Lender (the “Senior Credit Facility”), Perfumania borrowed $32 million to fund a portion of the cash merger consideration and approximately $3.5 million to fund costs of the merger and related transactions. At the closing of the merger, Perfumania applied the $16.1 million of cash and cash equivalents held by Parlux to repayment of the Senior Credit Facility and terminated Parlux's existing bank credit facility. The description of the terms of Amendment No.1 to the Credit Agreement and Consent is incorporated herein by reference from Perfumania's Current Report on Form 8-K filed on December 23, 2011, and Exhibit 10.2 thereto, and the description of the terms of the Senior Credit Facility is incorporated herein by reference from Perfumania's Current Report on Form 8-K filed on January 11, 2011 and Exhibit 10.1 to Perfumania's Annual Report on Form 10-K filed on April 28, 2011.

In addition, on April 18, 2012, pursuant to commitments from certain family trusts of Stephen Nussdorf, Glenn Nussdorf, and Arlene Nussdorf, who are principal shareholders of Perfumania (the “Nussdorf Trusts”), Perfumania's subsidiary, Model Reorg Acquisition LLC, borrowed a total of $30 million from the Nussdorf Trusts, which it distributed to Perfumania to fund a portion of the cash merger consideration. The new loans provide for payment of

the principal in full on April 30, 2015 and payments of interest in quarterly installments commencing on April 18, 2012 at the then current senior debt rate under the Senior Credit Facility plus 2% per annum and are subordinated to the Senior Credit Facility on the same basis as Perfumania's prior indebtedness to the Nussdorf Trusts pursuant to an Amended and Restated Subordination Agreement dated as of April 18, 2012, by and among the Nussdorf Trusts and Wells Fargo Bank, National Association, as administrative and collateral agent for the lenders under the Senior Credit Facility, a copy of which is filed hereto as Exhibit 4.2. The form of Second Amended and Restated Note that Model Reorg Acquisition LLC executed in favor of each of the Nussdorf Trusts on April 18, 2012 is filed with this Current Report on Form 8-K as Exhibit 4.1, and its terms are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

Upon the execution of the Merger Agreement on December 23, 2011, Parlux entered into an agreement (the “Warrant Amendment”) with the holders of certain outstanding warrants to purchase an aggregate of 6,000,000 shares of Parlux common stock (the “Licensor Warrants”) to amend such warrants to provide, among other things, that each Licensor Warrant outstanding and unexercised as of the Effective Time will be automatically converted into a fully vested warrant to purchase a number of shares of common stock of Perfumania equal to the product (rounded down to the nearest whole share) of (x) the number of shares of Parlux common stock subject to such Licensor Warrant and (y) .533333, at an exercise price per share equal to $8.00 per share of Perfumania common stock. The Warrant Amendment also provided for certain registration rights with respect to the underlying warrant shares and the Licensor Shares described below. The Warrant Amendment became effective at the Effective Time, and Perfumania issued Licensor Warrants to purchase a total of 3,199,972 shares of Perfumania common stock. The form of Licensor Warrant is attached to this Current Report on Form 8-K as Exhibit 4.3 and its terms are incorporated herein by reference.

Also on December 23, 2011, Perfumania, Parlux, Artistic Brands and Rene Garcia entered into a Letter Agreement (the “Proposal Agreement”) providing for, among other things, the issuance to Artistic Brands or its designee of 300,000 shares of Perfumania common stock (the “Licensor Shares”) at the Effective Time as consideration for the transactions contemplated in the Proposal Agreement. Perfumania issued the Licensor Shares to Artistic Brands' designee, Shawn Carter, on April 18, 2012. The Licensor Shares are entitled to the same registration rights as the shares underlying the Licensor Warrants.

In addition, at the Effective Time, a warrant to purchase 10,000 shares of Parlux common stock held by Glenn Gopman, a member of Parlux's board of directors who became a member of Perfumania's board of directors upon the consummation of the merger, was automatically converted pursuant to the Merger Agreement into a warrant to purchase a number of shares of Perfumania common stock (the “Gopman Warrant”) equal to the product of (i) the number of shares of Parlux common stock subject to the original warrant and (ii) the equity award exchange ratio of 0.533333, rounded down to the nearest whole share, or 5,333 shares. The per share exercise price of the Gopman Warrant is equal to (i) the per share exercise price of Parlux common stock at which the original warrant was exercisable immediately before the Effective Time, divided by (ii) the equity award exchange ratio, rounded up to the nearest whole cent, or $3.38 per share. Except as set forth above, the Gopman Warrant is subject to the same terms and conditions as were applicable to the original warrant before the merger. The Gopman Warrant is also entitled to the same registration rights as the shares underlying the Licensor Warrants. The Gopman Warrant is filed with this Current Report on Form 8-K as Exhibit 4.4 and its terms are incorporated herein by reference.

Pursuant to the existing license agreement between Parlux and Artistic Brands, as amended, as described in Item 1.01 above, on April 18, 2012, Perfumania issued to Artistic Brands and its designees warrants for the purchase of 1,599,999 shares of Perfumania common stock at an exercise price of $8.00 per share (the “Artistic Brands Warrants”). The form of Artistic Brands Warrant is attached to this Current Report on Form 8-K as Exhibit 4.5 and its terms are incorporated herein by reference.

The Licensor Shares and the Licensor Warrants, the Gopman Warrant, and the Artistic Brands Warrants were issued in transactions not involving any public offering in reliance upon the exemption from registration in Section 4(2) of the Securities Act of 1933, meeting the conditions of Rule 506 thereunder, because they were issued to a limited number of accredited investors who certified to Perfumania that they were purchasing the securities for investment

for their own accounts and not with a view toward distribution, and Perfumania has taken appropriate measures to restrict the transfer of such securities.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, the Board of Directors of Perfumania (the “Perfumania Board”) increased the size of the Perfumania Board from five to ten members and, effective at the Effective Time, the five former directors of Parlux, Frederick E. Purches, Anthony D'Agostino, Esther Egozi Choukroun, Glenn Gopman and Robert Mitzman, were appointed as members of the Perfumania Board. The new directors' terms of office expire at Perfumania's 2012 annual meeting. The Perfumania Board has determined that all five of the former Parlux directors are independent under the Nasdaq Marketplace rules.

The appointed directors will be compensated for their services on the Perfumania Board in the same manner as the other independent Perfumania board members. Each one received an automatic grant of an option to purchase 10,000 shares of Perfumania common stock under the 2010 Equity Incentive Plan, to vest annually over three years dependent on continued board service, with an exercise price equal to the fair market value of a share of Perfumania common stock on the date of the grant. Each will also receive cash annual retainers and fees for committee service, if any, in the same amounts as the other independent directors. In addition, the outstanding warrant to purchase shares of Parlux common stock held by Mr. Gopman was converted into a warrant to purchase shares of Perfumania common stock in connection with the merger, as described in Item 3.02 above.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 17, 2012, the shareholders of Perfumania approved an amendment to Perfumania's Amended and Restated Articles of Incorporation to increase the number of authorized shares of Perfumania common stock from 20,000,000 to 35,000,000 shares. Perfumania filed the amendment, which was effective upon filing, with the Secretary of State of the State of Florida on April 17, 2012. A copy of the amendment is filed herewith as Exhibit 3.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 17, 2012, Perfumania held a special meeting of its shareholders in order to vote upon the following matters:

(i) a proposal to approve an amendment of Perfumania's Amended and Restated Articles of Incorporation to increase the number of authorized shares of Perfumania common stock to 35,000,000 shares; and

(ii) a proposal to approve the issuance of shares of Perfumania common stock in connection with the proposed merger between Perfumania and Parlux.

As of the record date for the meeting, there were 8,970,018 shares of Perfumania common stock outstanding.

Perfumania shareholders approved both matters. The following is a summary of the voting results for each matter presented to the shareholders:

Proposal	For	Against	Abstain	Broker Non-Votes
Amendment of Perfumania's Amended and Restated Articles of Incorporation	7,285,238	8,880	501,469	—
Issuance of shares of Perfumania common stock in connection with the proposed merger between Perfumania and Parlux	7,233,499	60,594	501,494	—

Item 7.01 Regulation FD Disclosure.

On April 17, 2012, Perfumania and Parlux issued a joint press release announcing the results of their shareholder meetings, a copy of which is furnished as Exhibit 99.1 hereto. On April 18, 2012, Perfumania issued a press release announcing the completion of the merger, a copy of which is furnished as Exhibit 99.2 hereto.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

(1) The audited consolidated balance sheets of Parlux as of March 31, 2011 and March 31, 2010, and the audited consolidated statements of operations, consolidated statements of changes in stockholders' equity, and consolidated statements of cash flows for the years ended March 31, 2011, 2010 and 2009, and the notes related thereto were included as part of Amendment No. 1 to Perfumania's Registration Statement on Form S-4 filed on February 23, 2012 and are incorporated herein by reference.

(2) The unaudited condensed consolidated balance sheets of Parlux as of December 31, 2011, the unaudited condensed consolidated statements of operations for the three and nine-month periods ended December 31, 2011 and 2010, the unaudited condensed consolidated statement of changes in stockholders' equity for the nine months ended December 31, 2011, and the unaudited condensed consolidated statements of cash flows for the nine-month periods ended December 31, 2011 and 2010, and the notes related thereto were included as part of Amendment No. 1 to Perfumania's Registration Statement on Form S-4 filed on February 23, 2012 and are incorporated herein by reference.

(b) Pro Forma Financial Information.

The required unaudited pro forma condensed financial information with respect to the combined company will be filed by amendment to this Item 9.01(b) within 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits.

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated December 23, 2011, among Parlux Fragrances, Inc., Perfumania Holdings, Inc. and PFI Merger Corp. Previously filed as Exhibit 2.1 to Perfumania's Current Report on Form 8-K filed on December 23, 2011 and incorporated herein by reference.
3.1	Amendment to the Amended and Restated Articles of Incorporation of Perfumania Holdings, Inc.
4.1	Form of Second Amended and Restated Subordinated Promissory Note, dated as of April 18, 2012, issued by Model Reorg Acquisition LLC for the benefit of each of Trust Under Article 2 of the Trust Agreement Dated November 1, 1998 With Glenn Nussdorf as Grantor, Glenn Nussdorf 15 Year Grantor Retained Annuity Trust dated 11/2/98, Trust Under Article 2 of the Trust Agreement Dated November 1, 1998 With Stephen Nussdorf as Grantor, Stephen Nussdorf 15 Year Grantor Retained Annuity Trust dated 11/2/98, Trust Under Article 2 of the Trust Agreement Dated November 1, 1998 With Arlene Nussdorf as Grantor, and Arlene Nussdorf 15 Year Grantor Retained Annuity Trust dated 11/2/98 (collectively, the “Nussdorf Trusts”), together with schedule of Note amounts.
4.2	Amended and Restated Subordination Agreement dated as of April 18, 2012, by and among the Nussdorf Trusts and Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent for the Lenders under the Perfumania Holdings, Inc. Credit Agreement dated as of January 7, 2011.
4.3	Form of Licensor Warrant issued on April 18, 2012 by Perfumania Holdings, Inc. to holders of outstanding Parlux Fragrances, Inc. warrants.
4.4	Warrant to purchase 5,333 shares issued on April 18, 2012 by Perfumania Holdings, Inc. to Glenn Gopman.
4.5	Form of Artistic Brands Warrant issued on April 18, 2012 by Perfumania Holdings, Inc. to Artistic Brands Development LLC and its designees.
99.1	Press Release dated April 17, 2012.
99.2	Press Release dated April 18, 2012.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Perfumania Holdings, Inc.
Date: April 19, 2012	By: /s/Donna L. Dellomo Donna L. Dellomo Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated December 23, 2011, among Parlux Fragrances, Inc., Perfumania Holdings, Inc. and PFI Merger Corp. Previously filed as Exhibit 2.1 to Perfumania's Current Report on Form 8-K filed on December 23, 2011 and incorporated herein by reference.
3.1	Amendment to the Amended and Restated Articles of Incorporation of Perfumania Holdings, Inc.
4.1	Form of Second Amended and Restated Subordinated Promissory Note, dated as of April 18, 2012, issued by Model Reorg Acquisition LLC for the benefit of Trust Under Article 2 of the Trust Agreement Dated November 1, 1998 With Glenn Nussdorf as Grantor, Glenn Nussdorf 15 Year Grantor Retained Annuity Trust dated 11/2/98, Trust Under Article 2 of the Trust Agreement Dated November 1, 1998 With Stephen Nussdorf as Grantor, Stephen Nussdorf 15 Year Grantor Retained Annuity Trust dated 11/2/98, Trust Under Article 2 of the Trust Agreement Dated November 1, 1998 With Arlene Nussdorf as Grantor, and Arlene Nussdorf 15 Year Grantor Retained Annuity Trust dated 11/2/98 (collectively, the “Nussdorf Trusts”), together with schedule of Note amounts.
4.2	Amended and Restated Subordination Agreement dated as of April 18, 2012, by and among the Nussdorf Trusts and Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent for the Lenders under the Perfumania Holdings, Inc. Credit Agreement dated as of January 7, 2011.
4.3	Form of Licensor Warrant issued on April 18, 2012 by Perfumania Holdings, Inc. to holders of outstanding Parlux Fragrances, Inc. warrants.
4.4	Warrant to purchase 5,333 shares issued on April 18, 2012 by Perfumania Holdings, Inc. to Glenn Gopman.
4.5	Form of Artistic Brands Warrant issued on April 18, 2012 by Perfumania Holdings, Inc. to Artistic Brands Development LLC and its designees.
99.1	Press Release dated April 17, 2012.
99.2	Press Release dated April 18, 2012.

EX-3.1

Exhibit 3.1

Articles of Amendment

to the

Articles of Incorporation

of

PERFUMANIA HOLDINGS, INC.

Document Number of Corporation: P00000007850

Perfumania Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the Florida Business Corporation Act (the “FBCA”), does hereby certify that:

1.    The name of this Corporation is Perfumania Holdings, Inc. and the Corporation was originally incorporated on January 25, 2000 pursuant to the FBCA.

2.    The first paragraph of Article III of the Amended and Restated Articles of Incorporation of the Corporation , as heretofore amended (the “Articles of Incorporation”), is hereby deleted in its entirety and replaced with the following:

“The aggregate number of shares of all classes of capital stock that the Corporation shall have authority to issue is thirty six million (36,000,000) shares, consisting of (i) thirty five million (35,000,000) shares of common stock, par value $0.01 per share (the “Common Stock”), and (ii) one million (1,000,000) shares of preferred stock, par value $0.01 per share (the “Preferred Stock”).”

3.    The foregoing amendment to the Articles of Incorporation of the Corporation was adopted and approved by the Board of Directors of the Corporation by unanimous written consent dated December 23, 2011, and was adopted and approved by the shareholders of the Corporation at a special meeting held April 17, 2012,* in accordance with the applicable provisions of FBCA, and number of votes cast for the amendment by the shareholders was sufficient for its approval.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment to the Articles of Incorporation on this 17th day of April, 2012, and does hereby certify that the facts stated in these Articles of Amendment to the Articles of Incorporation are true and correct.

Perfumania Holdings, Inc.
By:	/s/ Michael W. Katz
Name:	Michael W. Katz
Title:	President and Chief Executive Officer

*Date corrected by Articles of Correction filed on April 17, 2012.

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EX-4.1

Exhibit 4.1

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.

THIS NOTE AMENDS AND RESTATES IN ITS ENTIRETY THAT CERTAIN $[ ] AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTE DATED JANUARY 7, 2011 OF THE COMPANY (AS DEFINED BELOW) PAYABLE TO THE ORDER OF [[NAME OF TRUST], OF WHICH] THE HOLDER (AS DEFINED BELOW) [IS THE SUCCESSOR TRUST] (THE “ORIGINAL NOTE”). AS OF APRIL 18, 2012, $[ ] OF ACCRUED AND UNPAID INTEREST WAS OUTSTANDING UNDER THE ORIGINAL NOTE AND INTEREST CONTINUED TO ACCRUE ON THE PRINCIPAL AMOUNT OF THE ORIGINAL NOTE THROUGH APRIL 18, 2012.

MODEL REORG ACQUISITION, LLC

SECOND AMENDED AND RESTATED

SUBORDINATED PROMISSORY NOTE

$[ ]

April 18, 2012

FOR VALUE RECEIVED, MODEL REORG ACQUISITION, LLC, a Delaware limited liability company (the "Company"), hereby unconditionally promises to pay to the order of [Name of Trust] (the "Holder"), in immediately available funds, the principal amount of [ ] Dollars ($[ ]), and to pay interest on the unpaid principal amount hereof at the rate set forth in Section 3. All amounts owed hereunder shall be paid in lawful money of the United States of America.

This Second Amended and Restated Subordinated Promissory Note (this “Note”) is subject to the following terms and conditions:

1.    Payment of Principal. Subject to the terms of the Subordination Agreement, the principal amount hereof shall be payable in full on April 30, 2015 (the "Maturity Date").

2.    Prepayment. Subject to the terms of the Subordination Agreement, the outstanding principal balance of this Note may be prepaid by the Company at any time and from time to time, without premium or penalty of any kind or nature whatsoever. Prepayments shall be applied to accrued and unpaid interest due hereunder and then to the installments due hereunder in order of maturity.

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3.    Payments of Interest. Subject to the terms of the Subordination Agreement, the Company shall pay or cause to be paid to Holder interest on the unpaid principal amount hereof from time to time outstanding at a rate per annum equal to the then current Senior Debt Rate plus two percent (2%) per annum in arrears on the last day of each January, April, July and October commencing on April 18, 2012 and on the Maturity Date until this Note shall be paid in full. Each change in any interest rate provided for in this Note based upon the Senior Debt Rate shall take effect at the time of such change in the Senior Debt Rate. Interest shall be calculated on the basis a 360 day year based on the actual number of days elapsed.

As used herein:

"Senior Debt Rate" shall mean, as of any date, the interest rate applicable to the Base Rate, as defined in and determined in accordance with the Senior Credit Agreement (as defined in the Subordination Agreement); provided that, if all of the Commitments (as defined in the Senior Credit Agreement) shall have been terminated in accordance with the terms of the Senior Credit Agreement, the "Senior Debt Rate", as of any date, shall be a rate per annum equal to (i) the rate published as of such date (or, if The Wall Street Journal shall not be published on such date, the date on which its was last published) by The Wall Street Journal as the "prime rate" (or, if The Wall Street Journal ceases publishing a prime rate, the highest per annum rate of interest published by the Federal Reserve Board in Federal Reserve statistical release H.15 (519) entitled "Selected Interest Rates" as the Bank prime loan rate or its equivalent) plus (ii) one percent (1%).

4.    Payments. Any payment hereunder which is stated to be due on a day which is not a Business Day shall be made on the next succeeding Business Day (and interest shall accrue for such extension of time). "Business Day" shall mean any day other than a Saturday or Sunday or a day on which banks in New York are authorized or required by law to be closed. Notwithstanding anything to the contrary contained herein, the Holder by its acceptance hereof acknowledges and agrees that the failure of the Company to make any, or any portion of a, payment of interest or principal hereunder due to a restriction or limitation under the Subordination Agreement shall not be an Event of Default hereunder. In the event, however, that any such restrictions or limitations under the Subordination Agreement are lifted or, for any reason, are no longer applicable, the Company's obligations to make payments of interest and principal under this Note shall thereupon resume in accordance with the terms hereof.

5.    Default. The occurrence of any one or more of the following events shall constitute an event of default (each an "Event of Default") hereunder:

(i)    if the Company becomes insolvent or makes an assignment for the benefit of creditors;

(ii)    if there shall be filed by or against the Company any petition for any relief under the bankruptcy laws of the United States now or hereafter in effect or any proceeding shall be commenced with respect to the Company under any insolvency, readjustment of debt, reorganization, dissolution, liquidation or similar law or statute of any jurisdiction now or hereafter in effect (whether at law or in equity), provided that in the case of any involuntary filing or the commencement of any involuntary proceeding against the Company such proceeding or petition shall have continued undismissed and unvacated for ninety (90) days; or

(iii)    if any petition or application to any court or tribunal, at law or in equity, shall be filed by or against the Company for the appointment of any receiver for the Company or any material part of the property of the Company; provided that in the case of any involuntary filing against the Company, such proceeding or appointment shall have continued undismissed and unvacated for ninety (90) days; or

(iv)    if the Company shall fail for any reason to make any payment of principal and/or interest hereunder within ten (10) Business Days after such payment is due; or

(v)    if the Company shall fail for any reason to make any payment of principal and interest under the Senior Credit Agreement or any senior credit facility to which this Note shall be subordinated, within thirty (30) days after such payment is due.

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6.    Remedies Upon Default; Default Interest.

(i)    If any Event of Default shall occur for any reason, then and in any such event, in addition to all rights and remedies of the Holder under applicable law or otherwise, all such rights and remedies being cumulative, not exclusive and enforceable alternatively, successively and concurrently, the Holder may, at its option, declare any or all amounts owing under this Note to be due and payable, whereupon, subject to the terms of the Subordination Agreement, the then unpaid balance hereof, together with all accrued and unpaid interest thereon, shall forthwith become due and payable.

(ii)    Upon the occurrence of an Event of Default, or upon the maturity hereof (by demand, acceleration or otherwise), the principal and any accrued but unpaid interest owing on said principal sum (the "Obligations") shall bear interest from the date of occurrence of such Event of Default or such maturity until collection (including any period of time occurring after judgment), at the "Default Rate," being the lower of (A) the highest rate allowed by applicable law, or (B) a simple interest rate per annum equal to 3% above the rate pursuant to Section 3 hereof in effect on the date of maturity (acceleration or otherwise). All default interest charges (X) shall be in addition to, and not in lieu of, any other remedy available to Holder; (Y) shall be added to the Obligations, and (Z) shall not be construed as an agreement or privilege to extend the date of the payment of the Obligations, nor as a waiver of any other right or remedy accruing to Holder by reason of the occurrence of any Event of Default.

7.    Lost, Stolen, Mutilated or Destroyed Note. If this Note shall be mutilated, lost, stolen, or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen, or destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen, or destroyed but only upon receipt of evidence (which may consist of a signed affidavit of the Holder) of such loss, theft, or destruction of such Note, and of the ownership thereof, and indemnity all reasonably satisfactory to the Company.

8.    Other Matters

(a)    Modification; Waiver. This Note may be amended, modified, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the Company and the Holder. Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Company or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof or hereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder preclude any other or further exercise hereof or the exercise of any other right, power or privilege hereunder. Any waiver must be in writing. The rights and remedies provided herein are cumulative and are not exclusive of any rights or remedies which any party may otherwise have at law or in equity.

(b)    Notices. Any notice required or permitted to be given hereunder ("Notices") shall be in writing and delivered personally or mailed by registered or certified mail, postage prepaid and return receipt requested, or by fax, as follows: (i) if to the Company: 35 Sawgrass Drive, Suite 2, Bellport, NY 11713, Attention: Michael W. Katz, Fax No.: (631) 866-4231; and (ii) if to the Holder: c/o Alfred R. Paliani, Esq., 35 Sawgrass Drive, Suite 1, Bellport, NY 11713, Fax No.: (631) 439-2262, in either case with a copy to Edwards Wildman Palmer LLP, 750 Lexington Avenue, New York, New York, 10022 Attn: Patricia Kantor, fax no. (212) 408-4844, or such other address as the Company or the Holder hereto may designate by Notice to the other.

(c)    Severability. If any provision of this Note is invalid, illegal, or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.

(d)    Headings. The headings in this Note are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Note.

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(e)    Governing Law. This Note shall be governed by and construed in all respects under the laws of the State of New York, without reference to its conflict of laws, rules or principles that would defer to the laws of another jurisdiction.

(f)    Venue and Jurisdiction. Any action brought by the Company or the Holder against the other concerning the transactions contemplated by this Note shall be brought only in the civil or state courts of New York in the State of New York, County of Suffolk or in the U.S. District Court for the Eastern District of New York. The Company and the Holder by its acceptance hereof agree to submit to the jurisdiction of such courts. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs.

(g)    Expenses. The Company shall reimburse Holder for all reasonable costs and expenses, including without limitation, reasonable attorneys' fees and expenses, incurred in connection with enforcing any provisions of this Note and/or collecting any amounts due under this Note.

(h)    Waiver of Demand, Etc. The Company hereby waives presentment for payment, protest and demand, and notice of protest, demand and/or dishonor and nonpayment of this Note, notice of any Event of Default except as otherwise specifically provided herein, and all other notices or demands otherwise required by law that the Company may lawfully waive. The Company expressly agrees that this Note, or any payment hereunder, may be extended from time to time, without in any way affecting the liability of the Company. No unilateral consent or waiver by the Holder with respect to any action or failure to act which, without consent, would constitute a breach of any provision of this Note shall be valid and binding unless in writing and signed by the Holder.

(i)    Waiver of Jury Trial. The Company and the Holder by its acceptance hereof hereby irrevocably waive any and all rights to trial by jury in any legal proceeding arising out of or relating to this Note.

(j)    Pro Rata Treatment of Noteholders. This Note is one of a number of Second Amended and Restated Subordinated Promissory Notes of the Company described on Exhibit A attached hereto (collectively, the "Trust Notes"). Each payment or prepayment of principal of this Note or any other Trust Note shall be made to the holders of the Trust Notes pro rata in accordance with the respective unpaid principal amounts of such holders' respective Trust Notes. Each payment of interest on the Trust Notes shall be made to the holders of the Trust Notes pro rata in accordance with the amounts of interest due and payable to such holders under such holders' respective Trust Notes. Each distribution of cash, property, securities or other value received by the holders of the Trust Notes in respect of the indebtedness outstanding under the Trust Notes, after payment of collection and other expenses as provided in the Trust Notes, shall be apportioned to such holders pro rata in accordance with the respective unpaid principal amounts of and interest on such holders' respective Trust Notes. In the event the Holder shall receive any payment of principal or interest under this Note or any other cash, property, securities or other value with respect to this Note in excess of its pro rata share thereof as set forth above, the Holder shall hold such excess in trust for the benefit of the holders of the other Trust Notes.

(k)    Saving Clause. This Note is subject to the express condition that at no time shall the Company be obligated or required to pay interest on the principal balance due hereunder at a rate which could subject Holder to either civil or criminal liability as a result of being in excess of the maximum interest rate which the Company is permitted by law to contract or agree to pay. If by the terms of this Note, the Company is at any time required or obligated to pay interest on the principal balance due hereunder, at a rate in excess of such maximum rate, the interest rate shall be deemed to be immediately reduced to such maximum rate and all previous payments in excess of the maximum rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder notwithstanding the other provisions hereof.

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IN WITNESS WHEREOF, the Company has caused this Note to be executed on its behalf by the undersigned officer thereunto duly authorized.

MODEL REORG ACQUISITION, LLC

By PERFUMANIA HOLDINGS, INC.,

as sole member

By: /s/Michael W. Katz

Michael W. Katz

President and CEO

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EXHIBIT A

TRUST NOTES

Trust Name	Principal
Trust Under Article 2 of the Trust Agreement Dated November 1, 1998 With Glenn Nussdorf as Grantor	$	11,390,212.15
Glenn Nussdorf 15 year Grantor Retained Annuity Trust dated 11/2/98	$	17,065,018.85
Trust Under Article 2 of the Trust Agreement Dated November 1, 1998 With Stephen Nussdorf as Grantor	$	11,390,212.15
Stephen Nussdorf 15 year Grantor Retained Annuity Trust dated 11/2/98	$	17,065,018.85
Trust Under Article 2 of the Trust Agreement Dated November 1, 1998 With Arlene Nussdorf as Grantor	$	11,390,212.15
Arlene Nussdorf 15 year Grantor Retained Annuity Trust dated 11/2/98	$	17,065,018.85
Total Principal	$	85,365,693

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EX-4.2

Exhibit 4.2

AMENDED AND RESTATED SUBORDINATION AGREEMENT

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 Article 2 of the Trust Agreement dated November 1, 1998 with Arlene Nussdorf as Grantor (successor to Arlene Nussdorf 10-Year Grantor Retained Annuity Trust Dated 11/1/98), Arlene Nussdorf 15-Year Grantor Retained Annuity Trust Dated 11/2/98 (collectively, “Junior Creditor” as hereinafter further defined). Senior Creditor Agent together with the lenders under the Senior Creditor Agreements are sometimes referred to herein individually as a “Senior Creditor” and collectively as “Senior Creditors”. Senior Creditors and Junior Creditor are sometimes individually referred to herein as “Creditor” and collectively as “Creditors.”

W I T N E S S E T H:

WHEREAS, Junior Creditor has made certain loans to Model Reorg Acquisition LLC, a Delaware limited liability company (together with its successors and assigns, including, without limitation, a receiver, trustee or debtor-in-possession on behalf of any of such persons or on behalf of any such successor or assign, “Debtor”);

WHEREAS, Senior Creditors have entered into financing arrangements with Perfumania Holdings, Inc., a Florida corporation (“Parent”), 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”), Parlux Fragrances, LLC, a Delaware limited liability company (“Parlux”) and Parlux Ltd., a New York corporation (“Parlux NY”, and together with Parent, QKF, SOW, Five Star, Northern, Perfumania, Magnifique, Ten Kesef, Perfumania PR, Perfumania.com and Parlux, each a “Borrower” and collectively, the “Borrowers”) pursuant to which Senior Creditors may, upon certain terms and conditions, make loans and provide other financial accommodations to them;

WHEREAS, Aladdin Fragrances, Inc., a New York corporation, Niche Marketing Group, Inc., a New York corporation and Debtor have guaranteed the obligations of Borrowers to Senior Creditors arising pursuant to such arrangements; and

WHEREAS, Senior Creditor Agent and Junior Creditor are parties to the Subordination Agreement, dated January 7, 2011 (the “Existing Subordination Agreement”);

WHEREAS, Creditors desire to enter into this Subordination Agreement to agree upon the terms of the subordination of the existing and future obligations of Debtor to Junior Creditor to the payment of the existing and future obligations of Debtor to Senior Creditors and related matters as set forth below;

NOW THEREFORE, in consideration of the mutual benefits accruing to Creditors hereunder and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree that the Existing Subordination Agreement is amended and restated as follows:

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NOW, THEREFORE, in consideration of the mutual benefits accruing to Creditors hereunder and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows:

1.Definitions. As used above and in this Subordination Agreement, the following terms shall have the meanings ascribed to them below:

(a)“Creditors” shall mean, collectively, Senior Creditors and Junior Creditor and their respective successors and assigns.

(b)“Insolvency Proceeding” shall mean, as to any Person, any of the following: (i)  any case or proceeding with respect to such Person under the U.S. Bankruptcy Code or any other Federal or State bankruptcy, insolvency, reorganization or other law affecting creditors' rights generally or any other or similar proceedings under the laws of any jurisdiction now or hereafter in effect (whether at a law or equity) or (ii) any proceeding seeking the appointment of any trustee, receiver, liquidator, custodian or other insolvency official with similar powers with respect to such Person or any or all of its assets or properties or (iii) any proceedings for liquidation, dissolution or other winding up of the business of such Person or (iv) any assignment for the benefit of creditors or any marshaling of assets of such Person.

(c)“Junior Creditor” shall mean, collectively, the 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 Article 2 of the Trust Agreement dated November 1, 1998 with Arlene Nussdorf as Grantor (successor to Arlene Nussdorf 10-Year Grantor Retained Annuity Trust Dated 11/1/98), Arlene Nussdorf 15-Year Grantor Retained Annuity Trust Dated 11/2/98, and their respective successors and assigns, including any other person that at any time and from time to time is the owner or holder of record or beneficially or both of any of the Junior Debt and their respective successors and assigns.

(d)“Junior Creditor Agreements” shall mean, collectively, the following (as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced): (i) the Second Amended and Restated Subordinated Promissory Note, dated April 18, 2012, by Model in favor of the 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) in the original principal amount of $11,390,212.15; (ii) the Second Amended and Restated Subordinated Promissory Note, dated April 18, 2012, by Model in favor of the Glenn Nussdorf 15-Year Grantor Retained Annuity Trust Dated 11/2/98 in the original principal amount of $17,065,018.85; (iii) the Second Amended and Restated Subordinated Promissory Note, dated April 18, 2012, by Model in favor of 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) in the original principal amount of $11,390,212.15; (iv) the Second Amended and Restated Subordinated Promissory Note, dated April 18, 2012, by Model in favor of the Stephen Nussdorf 15-Year Grantor Retained Annuity Trust Dated 11/2/98 in the original principal amount of $17,065,018.85; (v) the Second Amended and Restated Subordinated Promissory Note, dated April 18, 2012, by Model in favor of the Trust under Article 2 of the Trust Agreement dated November 1, 1998 with Arlene Nussdorf as Grantor (successor to the Arlene Nussdorf 10-Year Grantor Retained Annuity Trust Dated 11/1/98) in the original principal amount of $11,390,212.15; and (vi) the Second Amended and Restated Subordinated Promissory Note, dated April 18, 2012, by Model in favor of the Arlene Nussdorf 15-Year Grantor Retained Annuity Trust Dated 11/2/98 in the original principal amount of $17,065,018.85; and (vii) all agreements, documents and instruments at any time executed and/or delivered by Debtor or any other person to, with or in favor of Junior Creditor in connection with the foregoing.

(e)“Junior Debt” shall mean (a) all obligations, liabilities and indebtedness of every kind, nature and description owing by Debtor to Junior Creditor, including principal, interest, charges, fees, premiums, indemnities, and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, whether arising under or evidenced by the Junior Creditor Agreements or otherwise, whether now existing or

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hereafter arising, whether arising before, during or after the initial or any renewal term of the Junior Creditor Agreements or after the commencement of any case with respect to Debtor under the U.S. Bankruptcy Code or any similar statute (and including, without limitation, any principal, interest, fees, costs, expenses and other amounts, whether or not such amounts are allowable in whole or in part, in any such case or similar proceeding), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured, and whether arising directly or howsoever acquired by Junior Creditor and (b) any right of Junior Creditor to receive a payment or distribution of any kind or character in respect of any Junior Securities.

(f)“Junior Securities” shall have the meaning ascribed thereto in Section 2(c).

(g)“Payment in full” or “payment in full” shall mean the indefeasible payment and satisfaction in full in immediately available funds of all of the Senior Debt and the termination of the financing arrangements provided by Senior Creditors to Borrower and Guarantors (but not including for this purpose the refinancing or replacement of the Senior Creditors). If after receipt of any payment of, or proceeds of collateral applied to the payment of, any of the Senior Debt, Senior Creditor Agent or any Senior Creditor is required to surrender or return such payment or proceeds to any person for any reason, then the Senior Debt intended to be satisfied by such payment or proceeds shall be reinstated and continue and this Subordination Agreement shall continue in full force and effect as if such payment or proceeds had not been received by Senior Creditor Agent or such Senior Creditor, as the case may be.

(h)“Person” or “person” shall mean any individual, sole proprietorship, partnership, corporation (including, without limitation, any corporation which elects subchapter S status under the Internal Revenue Code of 1986, as amended), limited liability company, limited liability partnership, business trust, unincorporated association, joint stock company, trust, joint venture, or other entity or any government or any agency or instrumentality or political subdivision thereof.

(i)“Senior Credit Agreement” shall mean the Credit Agreement dated as of January 7, 2011, by and among Senior Creditor Agent, the other Senior Creditors, Borrowers and Guarantors, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated, refinanced, replaced or restructured.

(j)“Senior Creditor Agent” shall mean Wells Fargo Bank, National Association, a national banking association, and its successors and assigns in its capacity as administrative and collateral agent pursuant to the Senior Creditor Agreements acting for and on behalf of the other Senior Creditors and any successor or replacement agent.

(k)“Senior Creditor Agreements” shall mean, collectively, the Senior Credit Agreement and any and all agreements, documents and instruments at any time executed and/or delivered by any Borrower or Guarantor or any other person to, with or in favor of any Senior Creditor in connection therewith or related thereto, as all of the foregoing now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated, refinanced, replaced or restructured (in whole or in part and including any agreements with, to or in favor of any other lender or group of lenders that at any time refinances, replaces or succeeds to all or any portion of the Senior Debt).

(l)“Senior Creditor Default” shall mean a Default or Event of Default as each of such terms is defined in the Senior Credit Agreement.

(m)“Senior Creditors” shall mean, collectively, (i) Senior Creditor Agent, (ii) the issuing bank or banks of letters of credit or similar instruments under the Senior Credit Agreement, (iii) each other person to whom any of the Senior Debt (including Senior Debt constituting Other Liabilities) is owed (and including any other lender or group of lenders that at any time refinances, replaces or succeeds to all or any portion of the Senior Debt or is otherwise party to the Senior Creditor Agreements as a Credit Party) and (iv) the successors, replacements and assigns of each of the foregoing; sometimes being referred to herein individually as a “Senior Creditor”.

(n)“Senior Debt” shall mean (i) all obligations, liabilities and indebtedness of every kind, nature and description owing by Borrowers and Guarantors to any Senior Creditor and/or its affiliates, or

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participants, including principal, interest, charges, fees, premiums, indemnities and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, whether arising under the Senior Creditor Agreements or otherwise, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the Senior Creditor Agreements or after the commencement of any case with respect to any Borrower or Guarantor under the U.S. Bankruptcy Code or any similar statute (and including, without limitation, any principal, interest, fees, costs, expenses and other amounts, whether or not such amounts are allowable either in whole or in part, in any such case or similar proceeding), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured, and whether arising directly or howsoever acquired by any Senior Creditor and (ii) all other present and future Obligations (as such term is defined in the Senior Credit Agreement).

(o)Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Senior Credit Agreement. All terms used herein which are defined in the Uniform Commercial Code as in effect in the State of New York, unless otherwise defined herein, shall have the meanings set forth therein. All references to any term in the plural shall include the singular and all references to any term in the singular shall include the plural.

2.Subordination of Junior Debt.

(a)Subordination. Junior Creditor hereby subordinates its right to payment and satisfaction of the Junior Debt owing to it and the payment thereof, directly or indirectly, by any means whatsoever, is deferred, to the payment in full of all Senior Debt.

(b)Permitted Payments. Notwithstanding anything to the contrary contained in Section 2(a), Debtor shall not, directly or indirectly make, and Junior Creditor shall not, directly or indirectly accept or receive, any payment of principal or interest or any prepayment or non-mandatory payment or payment pursuant to acceleration or claims of breach or any payment from Debtor to acquire Junior Debt or otherwise in respect of Junior Debt, except, Debtor may pay, and Junior Creditor may receive, regularly scheduled payments of interest in respect of the Junior Debt when due in accordance with the terms of the Junior Creditor Agreements as in effect on the date hereof if permitted pursuant to Section 7.07(c) of the Senior Credit Agreement.

(c)Distributions.

(i)In the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of Debtor or the proceeds thereof to the creditors of Debtor or any other payments or distributions in any Insolvency Proceeding, or upon the sale of all or substantially all of the assets of Debtor, then, and in any such event, (A) Senior Creditors shall first receive payment in full of all of the Senior Debt prior to the payment of all or any part of the Junior Debt, and (B) Senior Creditors shall be entitled to receive any payment or distribution of any kind or character, whether in cash, securities or other property, which be payable or deliverable in respect of any or all of the Junior Debt. Notwithstanding the foregoing, nothing contained herein shall prevent the Junior Creditor from receiving any distribution of debt or equity securities provided for by a plan of reorganization pursuant to any Insolvency Proceeding and deliverable in respect of Junior Debt, including, without limitation, securities of the Debtor as so reorganized (such debt or equity securities, the “Junior Securities”); provided, that, any right of Junior Creditor to receive a payment or distribution of any kind or character in respect of any Junior Securities shall be junior and subordinate in all respects to the payment in full of the Senior Debt.

(ii)In order to enable Senior Creditor Agent to enforce its rights under Section 2(c)(i) above in any Insolvency Proceeding, Senior Creditor Agent is hereby irrevocably authorized and empowered (in its own name or in the name of Junior Creditor or otherwise), but shall have no obligation, (A) to receive and collect for the benefit of Senior Creditors any cash or other payments, or other assets or any securities issued or distributed, in each case, on account or in respect of any of the Junior Debt and apply such cash or other payments to the Senior Debt or to hold such other assets or securities as collateral for the Senior Debt and to apply to the Senior Debt any cash proceeds of such other assets or securities upon any realization with respect to such other assets or securities as the Senior Creditor Agent may elect, until Senior Creditors shall have received payment in full of all of the Senior Debt, (B) to file any proof of debt, proof of claim or other filing required in any Insolvency Proceeding in respect of the Junior Debt of any Junior Creditor, if Junior Creditor fails to file such proof of debt, proof of claim or other

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filing at least thirty (30) days prior to the expiration of any time period during which such proof of debt, proof of claim or other filing must be submitted and (C) to take such other action in the name of Junior Creditor or otherwise, as Senior Creditor Agent may determine to be necessary or appropriate for the enforcement of the provisions of this Subordination Agreement..

(iii)To the extent necessary for Senior Creditors to realize the benefits of the subordination of the Junior Debt provided for herein, Junior Creditor shall execute and deliver to Senior Creditor Agent such instruments or documents (together with such assignments or endorsements as Senior Creditor Agent shall deem necessary), as may be requested by Senior Creditor Agent.

(d)Payments Received by Junior Creditor. Except for payments received by Junior Creditor as provided in Section 2(b) above, should any payment or distribution or security or instrument or proceeds thereof be received by Junior Creditor in respect of the Junior Debt, Junior Creditor shall receive and hold the same in trust, as trustee, for the benefit of Senior Creditors, segregated from other funds and property of Junior Creditor and shall forthwith deliver the same to Senior Creditor Agent (together with any endorsement or assignment of Junior Creditor where necessary), for application to any of the Senior Debt. In the event of the failure of Junior Creditor to make any such endorsement or assignment to Senior Creditor Agent, Senior Creditor Agent, or any of its officers or employees, are hereby irrevocably authorized on behalf of Junior Creditor to make the same.

(e)Instrument Legend and Notation. Any instrument at any time evidencing the Junior Debt, or any portion thereof, shall be permanently marked on its face with a legend conspicuously indicating that payment thereof is subordinate in right of payment to the Senior Debt and subject to the terms and conditions of this Subordination Agreement, and (i) after being so marked certified copies thereof shall be delivered to Senior Creditor Agent and (ii) the original of any such instrument shall be immediately delivered to Senior Creditor Agent upon Senior Creditor Agent's request, at any time on or after the occurrence of a Senior Creditor Default. In the event any legend or endorsement is omitted, Senior Creditor Agent or any of its officers or employees, are hereby irrevocably authorized on behalf of Junior Creditor to make the same. No specific legend, further assignment or endorsement or delivery of notes, guarantees or instruments shall be necessary to subject any Junior Debt to the subordination thereof contained in this Subordination Agreement.

3.Covenants, Representations and Warranties.

(a)Additional Covenants. Junior Creditor and Debtor agree in favor of Senior Creditor that:

(i)except as specifically set forth in Section 2(b) above, Debtor shall not, directly or indirectly, make and Junior Creditor shall not, directly or indirectly, accept or receive any payment of principal or interest or any prepayment or non-mandatory payment or any payment pursuant to acceleration or claims of breach or any payment to acquire Junior Debt or otherwise in respect of any Junior Debt;

(ii)Debtor shall not grant to Junior Creditor and Junior Creditor shall not acquire any security interest, lien, claim or encumbrance on any assets or properties of Debtor or any guarantees for any of the Junior Debt;

(iii)Junior Creditor shall not sell, assign, pledge, encumber or otherwise dispose of any of the Junior Debt or subordinate any of the Junior Debt to any other person, except, that, Junior Creditor may assign, pledge or encumber the Junior Debt so long as (A) Senior Creditor Agent shall have received from any assignee, pledgee or other person acquiring any interest in the Junior Debt a written acknowledgment of receipt of a copy of this Agreement together with the written Agreement of such person to be bound by the terms and conditions of this Subordination Agreement and (B) such assignee, pledgee or other person shall be acceptable to Senior Creditor Agent in its reasonable determination;

(iv)Junior Creditor and Debtor shall not amend, modify, alter or change the terms of any of the Junior Creditor Agreements or any other arrangements related to the Junior Debt except, that, Debtor may, after prior written notice to Senior Creditor Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of the Junior Debt (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith;

(v)Junior Creditor and Debtor shall, at any time or times upon the request of Senior

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Creditor Agent, promptly furnish to Senior Creditor Agent a true, correct and complete statement of the outstanding Junior Debt;

(vi)Junior Creditor and Debtor shall execute and deliver to Senior Creditor Agent such additional agreements, documents and instruments and take such further actions as may be necessary or desirable in the opinion of Senior Creditor Agent to effectuate the provisions and purposes of this Subordination Agreement; and

(vii)the Senior Debt shall continue to be treated as Senior Debt and the provisions of this Subordination Agreement shall continue to govern the relative rights and priorities of the Creditors even if all or part of the Senior Debt or the liens and security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in any proceeding, and this Subordination Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

(b)Additional Representations and Warranties.

(i)Junior Creditor and Debtor represent and warrant to Senior Creditors that:

(A)as of the date hereof the total principal amount of the Junior Debt is $85,365,693;

(B)Junior Creditor has no security interest, lien, claim or encumbrance on any assets and properties of Debtor and the Junior Debt owing to Junior Creditor is unsecured;

(C)as of the date hereof, no default or event of default, or event which with notice or passage of time or both would constitute an event of default exists or has occurred under the Junior Creditor Agreements;

(D)Junior Creditor is the exclusive legal and beneficial owner of all of the Junior Debt;

(E)none of the Junior Debt is subject to any lien, security interest, financing statements, subordination, assignment or other claim, except in favor of Senior Creditors andexcept to the extent permitted under Section 3(a)(iii) above;

(F)the execution and delivery of this Subordination Agreement by Junior Creditor does not violate or contravene any agreement to which Junior Creditor is a party or by which it is bound or any law applicable to Junior Creditor; and

(G)this Subordination Agreement constitutes the legal, valid and binding obligations of Junior Creditor, enforceable in accordance with its terms, except that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity.

(ii)Senior Creditor Agent and Debtor represent and warrant to Junior Creditor that:

(A)the execution and delivery of this Subordination Agreement by Senior Creditor Agent does not violate or contravene any agreement to which Senior Creditor Agent is a party or by which it is bound or any law applicable to Senior Creditor Agent;

(B)this Subordination Agreement constitutes the legal, valid and binding obligations of Senior Creditor Agent, enforceable in accordance with its terms, except that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity.

(c)Limitation on Remedies.

(i)Except as specifically set forth in Section 3(c)(ii) below, notwithstanding any rights or remedies available to it under the Junior Creditor Agreements, applicable law or otherwise, Junior Creditor shall not, directly or indirectly, (A) seek to collect from Debtor any of the Junior Debt or exercise any of its rights or remedies upon a default or event of default by Debtor under the Junior Creditor Agreements or otherwise, (B)

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commence any Insolvency Proceeding against Debtor or take any other action against Debtor or its properties, or (C) initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt.

(ii)The foregoing shall not in any way limit or impair the right of Junior Creditor to: (A) participate in any administrative, legal or equitable action or proceeding against Debtor seeking any reorganization, liquidation, bankruptcy or any other action involving the readjustment of all or any part of the Junior Debt, or other similar relief under the U.S. Bankruptcy Code, or (B) exercise its right to accelerate the maturity of the Junior Debt under the Junior Creditor Agreements after the acceleration of the Senior Debt or the commencement of legal proceedings by Senior Creditor Agent to enforce or collect the Senior Debt, or (C) send such notices of the existence of, or any evidence or confirmation of, the Junior Debt under the Junior Creditor Agreements to any court or governmental agency, or file or record any such notice or evidence to the extent necessary to prove or preserve the Junior Debt.

(d)Waivers. Notice of acceptance hereof, the making of loans, advances and extensions of credit or other financial accommodations to, and the incurring of any expenses by or in respect of, Debtor by any Senior Creditor, and presentment, demand, protest, notice of protest, notice of nonpayment or default and all other notices to which Junior Creditor and Debtor are or may be entitled are hereby waived (except as expressly provided for herein or as to Debtor, in the Senior Creditor Agreements). Junior Creditor also waives notice of, and hereby consents to, (i) any amendment, modification, supplement, renewal, restatement or extensions of time of payment of or increase or decrease in the amount of any of the Senior Debt or to the Senior Creditor Agreements or any collateral at any time granted to or held by any Senior Creditor, (ii) the taking, exchange, surrender and releasing of collateral at any time granted to or held by any Senior Creditor or guarantees now or at any time held by or available to any Senior Creditor for the Senior Debt or any other person at any time liable for or in respect of the Senior Debt, (iii) the exercise of, or refraining from the exercise of any rights against Debtor or any other obligor or any collateral at any time granted to or held by any Senior Creditor, (iv) the settlement, compromise or release of, or the waiver of any default with respect to, any of the Senior Debt, and/or (v) any Senior Creditor's election, in any proceeding instituted under the U.S. Bankruptcy Code of the application of Section 1111(b)(2) of the U.S. Bankruptcy Code. Any of the foregoing shall not, in any manner, affect the terms hereof or impair the obligations of Junior Creditor hereunder. All of the Senior Debt shall be deemed to have been made or incurred in reliance upon this Subordination Agreement.

(e)Subrogation; Marshalling. Junior Creditor shall not be subrogated to, or be entitled to any assignment of any Senior Debt or Junior Debt or of any collateral for or guarantees or evidence of any thereof until Senior Creditors shall have received payment in full of all of the Senior Debt. Junior Creditor hereby waives any and all rights to have any collateral or any part thereof granted to or held by any Senior Creditor marshalled upon any foreclosure or other disposition of such collateral by any Senior Creditor or Debtor with the consent of Senior Creditor Agent. For purposes of such subrogation, no payments or distributions to the Senior Creditors of any cash, property or securities to which the Junior Creditors would be entitled except for the provisions of this Subordination Agreement and no payment over pursuant to the provisions of this Subordination Agreement to the Senior Creditors by or for the account of Junior Creditor shall, as among Debtor and its creditors (other than Senior Creditors and Junior Creditor) be deemed to be a payment or distribution by Debtor to or on account of the Senior Debt, it being understood that the provisions of this Subordination Agreement are intended solely for the purpose of defining the relative rights of the Junior Creditor and the Senior Creditors. If Junior Creditor has any rights to payment from Debtor as a result of subrogation to Senior Creditors pursuant to this Section 3(e), Debtor shall, upon the written request of Junior Creditor, take such actions as may be required in order to enable Junior Creditor to obtain such payments.

(f)No Offset. In the event Junior Creditor at any time incurs any obligation to pay money to Debtor, Junior Creditor hereby irrevocably agrees that it shall pay such obligation in cash or cash equivalents in accordance with the terms of the contract governing such obligation and shall not deduct from or setoff against any amounts owed by Junior Creditor to Debtor in connection with any such transaction any amounts Junior Creditor claims are due to it with respect to the Junior Debt.

4.Miscellaneous.

(a)Amendments. Any waiver, permit, consent or approval by any Creditor of or under any

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provision, condition or covenant to this Subordination Agreement must be in writing and shall be effective only to the extent it is set forth in writing and as to the specific facts or circumstances covered thereby. Any amendment of this Subordination Agreement must be in writing and signed by each of the parties to be bound thereby.

(b)Successors and Assigns.

(i)This Subordination Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of each of Creditors and its respective successors, participants and assigns.

(ii)Each Senior Creditor reserves the right to grant participations in, or otherwise sell, assign, transfer or negotiate all or any part of, or any interest in, the Senior Debt and the collateral securing same; provided, that, Junior Creditor shall not be obligated to give any notices to or otherwise in any manner deal directly with any participant in the Senior Debt and no participant shall be entitled to any rights or benefits under this Subordination Agreement except through Senior Creditors. In connection with any participation or other transfer or assignment, Senior Creditors (A) may disclose to such assignee, participant or other transferee or assignee all documents and information which Senior Creditors now or hereafter may have relating to the Senior Debt or any collateral and (B) shall disclose to such participant or other transferee or assignee the existence and terms and conditions of this Subordination Agreement.

(iii)In connection with any successor financing or replacement of the existing credit facility provided by Senior Creditors to Borrowers and Guarantors, Junior Creditor agrees to execute and deliver an agreement containing terms substantially identical to those contained herein in favor of any such successor or replacement lenders.

(c)Insolvency. This Subordination Agreement shall be applicable both before and after the filing of any petition by or against Debtor under the U.S. Bankruptcy Code and all converted or succeeding cases in respect thereof, and all references herein to Debtor shall be deemed to apply to a trustee for Debtor and Debtor as debtor-in-possession. The relative rights of Senior Creditors and Junior Creditor to repayment of the Senior Debt and the Junior Debt, respectively, and in or to any distributions from or in respect of Debtor or any proceeds of Debtor's property and assets, shall continue after the filing thereof on the same basis as prior to the date of the petition, subject to any court order approving the financing of, or use of cash collateral by, Debtor as debtor-in-possession.

(d)Bankruptcy Financing. If Debtor shall become subject to a proceeding under the U.S. Bankruptcy Code and if Senior Creditor desires to permit the use of cash collateral or to provide financing to Debtor under either Section 363 or Section 364 of the U.S. Bankruptcy Code, Junior Creditor agrees as follows: (A) adequate notice to Junior Creditor shall have been provided for such financing or use of cash collateral if Junior Creditor receives notice two (2) Business Days prior to the entry of the order approving such financing or use of cash collateral and (B) no objection will be raised by Junior Creditor to any such use of cash collateral or financing. For purposes of this Section, notice of a proposed financing or use of cash collateral shall be deemed given when given in the manner prescribed by Section 4(e) hereof to Junior Creditor Agreement.

(e)Notices. All notices, requests and demands to or upon the respective parties hereto shall be in writing and shall be deemed to have been duly given or made: if delivered in person, immediately upon delivery; if by telex, telegram or facsimile transmission, immediately upon sending and upon confirmation of receipt; if by nationally recognized overnight courier service with instructions to deliver the next Business Day, one (1) Business Day after sending; and if mailed by certified mail, return receipt requested, five (5) days after mailing. All notices, requests and demands are to be given or made to the respective parties at their addresses set forth below (or to such other addresses as either party may designate by notice in accordance with the provisions of this Section):

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To Senior Creditors:	Wells Fargo Bank, National Association, as Agent
	One Boston Place, 18th Floor
	Boston, MA 02108
	Attention: Portfolio Manager
	Telecopy No.: (617) 523-4032
To Junior Creditors:	c/o Alfred R. Paliani, Esq., General Counsel
	Quality King Distributors, Inc.
	35 Sawgrass Drive, Suite 1
	Bellport, NY 11713
	Telecopy No.: (631) 439-2262
with copies to:	Edwards, Angell, Palmer & Dodge LLP
	750 Lexington Avenue
	New York, NY 10022
	Attention: P. Kantor
	Telecopy No.: (212) 308-4844

Either Junior Creditor or Senior Creditor Agent may change the address(es) to which all notices, requests and other communications are to be sent by giving written notice of such address change to the other Creditor in conformity with this Section 4(e), but such change shall not be effective until notice of such change has been received by the other Creditor.

(f)Counterparts. This Subordination Agreement may be executed in any number of counterparts, each of which shall be an original with the same force and effect as if the signatures thereto and hereto were upon the same instrument. This Subordination Agreement may be delivered by telecopier or other electronic means with the same force and effect if it were a manually executed and delivered counterpart.

(g)Governing Law. The validity, construction and effect of this Subordination Agreement shall be governed by the laws of the State of New York, but excluding any principles of conflicts of law or any other rule of law that would result in the application of the law of any jurisdiction other than the laws of the State of New York.

(h)CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF SUPREME COURT OF THE STATE OF NEW YORK IN NEW YORK COUNTY AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS SUBORDINATION AGREEMENT.

(i)Complete Agreement. This written Subordination Agreement is intended by the parties as a final expression of their agreement and is intended as a complete statement of the terms and conditions of their agreement.

(j)No Third Parties Benefitted. Except as expressly provided in Section 4(b), this Subordination Agreement is solely for the benefit of the Creditors and their respective successors, participants and assigns, and no other person shall have any right, benefit, priority or interest under, or because of the existence of, this Subordination Agreement.

(k)Disclosures, Non-Reliance. Each Creditor has the means to, and shall in the future remain, fully informed as to the financial condition and other affairs of Debtor and no Creditor shall have any obligation or duty to disclose any such information to any other Creditor. Except as expressly set forth in this Subordination Agreement, the parties hereto have not otherwise made to each other nor do they hereby make to each other any warranties, express or implied, nor do they assume any liability to each other with respect to: (A) the enforceability, validity, value or collectability of any of the Junior Debt or the Senior Debt or any collateral or guarantee which

9

may have been granted to any of them in connection therewith, (B) Debtor's title to or right to any of its assets and properties or (C) any other matter except as expressly set forth in this Subordination Agreement.

(l)Term. This Subordination Agreement is a continuing agreement and shall remain in full force and effect until Senior Creditors have received payment in full of all of the Senior Debt.

5.Existing Subordination Agreement. Senior Creditor Agent and Junior Creditor hereby agree that as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Subordination Agreement are hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have caused this Subordination Agreement to be duly executed as of the day and year first above written.

WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Agent

By: /s/ Wai Y. Cheng

Name: Wai Y. Cheng

Title: Vice President

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)

By: /s/ Michael W. Katz

Michael W. Katz, Trustee

GLENN NUSSDORF 15-YEAR GRANTOR RETAINED ANNUITY TRUST DATED 11/2/98

By: /s/ Michael W. Katz

Michael W. Katz, Trustee

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)

By: /s/ Michael W. Katz

Michael W. Katz, Trustee

STEPHEN NUSSDORF 15-YEAR GRANTOR RETAINED ANNUITY TRUST DATED 11/2/98

By: /s/ Michael W. Katz

Michael W. Katz, Trustee

TRUST UNDER ARTICLE 2 OF THE TRUST AGREEMENT DATED NOVEMBER 1, 1998 WITH ARLENE NUSSDORF AS GRANTOR (SUCCESSOR TO THE ARLENE NUSSDORF 10-YEAR GRANTOR RETAINED ANNUITY TRUST DATED 11/1/98)

By: /s/ Michael W. Katz

Michael W. Katz, Trustee

ARLENE NUSSDORF 15-YEAR GRANTOR RETAINED ANNUITY TRUST DATED 11/2/98

By: /s/ Michael W. Katz

Michael W. Katz, Trustee

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Model Reorg Acquisition, LLC, a Delaware limited liability company (“Debtor”) hereby acknowledges and agrees to the foregoing terms and provisions. By its signature below, Debtor agrees that it will, together with its successors and assigns, be bound by the provisions hereof.

Debtor acknowledges and agrees that: (a) although it may sign this Subordination Agreement, it is not a party hereto and does not and will not receive any right, benefit, priority or interest under or because of the existence of the foregoing Subordination Agreement, (b) in the event of a breach by either the undersigned or Junior Creditor of any of the terms and provisions contained in the foregoing Subordination Agreement, such a breach shall constitute an “Event of Default” as defined in and under the Senior Creditor Agreements and (c) it will execute and deliver such additional documents and take such additional action as may be deemed reasonably necessary or desirable by any Creditor to effectuate the provisions and purposes of the foregoing Subordination Agreement.

MODEL REORG ACQUISITION, LLC

By PERFUMANIA HOLDINGS, INC.,

as sole member

By: /s/ Michael W. Katz

Name: Michael W. Katz

Title: President and Chief Executive Officer

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EX-4.3

Exhibit 4.3

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION STATEMENT IS NOT REQUIRED UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS.

WARRANT CERTIFICATE

To Purchase __________ Shares of Common Stock of:

PERFUMANIA HOLDINGS, INC.

April 18, 2012

RECITALS:

A. Parlux Fragrances, Inc., a Delaware corporation (“Parlux”), previously issued that certain Warrant Certificate, Certificate No. ____, dated as of ______________, 2009, for the issuance of ____________ shares of Parlux common stock (the “Original Warrant”) to the Holder (as defined below).

B. Parlux, Perfumania Holdings, Inc., a Florida corporation (the “Company”), and PFI Merger Corp., a wholly-owned subsidiary of the Company (“Merger Sub”), entered into that certain Agreement and Plan of Merger dated as of December 23, 2011 (the “Merger Agreement”) pursuant to which Parlux was merged with Merger Sub (the “Merger”) on April 18, 2012.

C. At the Effective Time (as defined in the Merger Agreement), in accordance with Section 2.8(b)(ii) of the Merger Agreement, the Original Warrant ceased to represent a warrant to purchase Parlux common stock and was converted automatically into a fully-vested warrant to purchase a number of shares of the Company's common stock equal to the product (rounded down to the nearest whole share) of (x) the number of shares of Parlux common stock subject to the Original Warrant and (y) the Exchange Ratio (as defined in the Merger Agreement), at an exercise price per share of Parent common stock equal to $8.00.

D. The Company is issuing this Warrant Certificate to reflect the conversion provided for by Section 2.8(b)(ii) of the Merger Agreement and the amendments to the Original Warrant contemplated by the Licensor Warrant Amendment (as defined in the Merger Agreement) and to replace and supersede the Original Warrant.

NOW, THEREFORE, in consideration of the premises and intending to be legally bound hereby, the Company hereby agrees as follows:

THIS IS TO CERTIFY THAT, for value received, ______________________ and any Permitted Transferee pursuant to Section 9.1(a) below (the “Holder”) is entitled to purchase from the Company, ______________________ shares of the Company's common stock, par value $0.01 per share (the “Common Stock”), on the terms and conditions hereinafter set forth. Capitalized terms not otherwise defined in the text hereof shall have the respective meanings ascribed to them in Section 8.

1. Grant of Warrants

1.1Grant. In consideration of Artistic Brands granting through a sub-license to Parlux of all of Artistic Brands' licensing rights pursuant to the License Agreement (as defined in Section 8 below), and in furtherance of that certain agreement between Artistic Brands and Parlux dated April 3, 2009 (the “Transaction Agreement”), the Company hereby grants to the Holder fully-vested warrants to purchase an aggregate of up to ______________________ shares

1

of Common Stock (the “Warrants”), as adjusted and increased as provided herein, at a purchase price equal to $8.00 per share of Common Stock (as adjusted from time to time pursuant to Section 2, the “Exercise Price”). The shares of Common Stock, or other securities for which the Warrants may be exercised as a result of transactions contemplated by Section 2, are referred to as the “Warrant Shares.” For the avoidance of doubt, the Warrants were, are and shall be fully vested as of the Effective Time.

1.2Exercise Period. Subject to the terms and conditions of this Warrant Certificate, the Warrants may be exercised on any day from and after the Effective Time and shall continue to be exercisable until 5:00 p.m., Eastern Time, on the eighth anniversary of the issuance of the Original Warrant (each year from the issuance of the Original Warrant, an “Anniversary”); provided however that in the event, and only in the event, the License Agreement is not renewed by Parlux (or its successor or assign) as the sub-licensee for the Renewal Term (as defined in the License Agreement), then the Warrants shall only be exercisable until 5:00 p.m., Eastern Time, on the later of (i) the forty-fifth (45^th) day following the last day by which the notice of intent to renew the License Agreement must be delivered by the Licensee to the Licensor pursuant to the terms of the License Agreement or (ii) the eighth Anniversary (in each case, as applicable, the “Exercise Period”). The Company covenants and agrees that it will disclose in its quarterly or other periodic reports with the Securities and Exchange Commission the renewal or termination of the License Agreement.

1.3Shares To Be Issued; Reservation of Shares; Increase in Warrants. The Company covenants and agrees that (a) all of the securities issuable upon the exercise of the Warrants in accordance with the terms hereof will, upon issuance in accordance with the terms hereof and payment of the Exercise Price therefor, be duly authorized, validly issued and outstanding, fully paid and non-assessable shares of Common Stock and (b) the Company will cause during the Exercise Period there to be authorized and reserved a sufficient number of shares of Common Stock to provide for the exercise of the Warrants in full.

2.Adjustments to Warrants; Corporate Anti-Dilution Provisions. The number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 2. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company that are purchasable hereunder, the Holder shall thereafter be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately before such adjustment by the number of Warrant Shares purchasable hereunder immediately before such adjustment, and dividing such product by the number of Warrant Shares or other securities of the Company resulting from such adjustment.

2.1Stock Splits and Combinations. If the Company shall combine all of its outstanding shares of Common Stock into a smaller number of shares, the number of Warrant Shares purchasable under the Warrants shall be proportionately decreased, as of the effective date of such combination, so that the Holder of the Warrants, if exercised on or after that date, shall be entitled to receive the number and kind of Warrant Shares which the Holder of the Warrants would have owned and been entitled to receive as a result of the combination had the Warrants been exercised immediately prior to that date. If the Company shall subdivide all of its outstanding shares of Common Stock, the number of Warrant Shares purchasable under the Warrants shall be proportionally increased as of the effective date of such subdivision so that the Holder of the Warrants, if exercised on or after that date, shall be entitled to receive the number and kind of Warrant Shares which the Holder of the Warrants would have owned and been entitled to receive as a result of the subdivision had the Warrants been exercised immediately prior to that date.

2.2Stock Dividends and Distributions. If the Company shall fix a record date for the holders of its Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock, then the number of Warrant Shares purchasable under the Warrants shall be proportionately increased as of the time of such issuance, or in the event such record date is fixed, as of the close of business on such record date so that the Holder of the Warrants, if exercised after that date, shall be entitled to receive the number and kind of Warrant Shares and additional shares of Common Stock of the Company which the Holder of the Warrants would have owned and been entitled to receive as a result of the dividend or distribution had the Warrants been exercised immediately prior to that date.

2.3Other Dividends and Distributions. If the Company shall fix a record date for the holders of Common Stock entitled to receive a dividend or other distribution payable in securities of the Company other than shares of Common Stock, then lawful and adequate provision shall be made so that the Holder of the Warrants shall be entitled

2

to receive upon exercise of the Warrants, in addition to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrants, the kind and number of securities of the Company which the Holder would have owned and been entitled to receive had the Warrants been exercised immediately prior to that date.

2.4Reclassification, Exchange and Substitution. If the Common Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than by a subdivision or combination of shares or stock dividend or a reorganization, merger, consolidation or sale of assets provided for elsewhere in this Section 2), then the Holder of the Warrants shall be entitled to receive upon exercise of the Warrants, in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrants, the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change, by the holders of the number of shares of Common Stock for which the Warrants could have been exercised immediately prior to such recapitalization, reclassification or other change.

2.5Reorganizations, Mergers, Consolidations or Sales of Assets. If any of the following transactions (each, a “Special Transaction”) shall become effective: (a) a capital reorganization, share exchange or exchange offer (other than a recapitalization, subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 2), (b) a consolidation or merger of the Company with and into another entity, or (c) a sale or conveyance of all or substantially all of the Company's assets; then as a condition of any Special Transaction, lawful and adequate provision shall be made so that the Holder of the Warrants shall thereafter have the right to purchase and receive upon exercise of the Warrants, in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrants, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Special Transaction if it had been, immediately prior to such Special Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the “Alternate Consideration”). The aggregate Exercise Price for this Warrant will not be affected by any Special Transaction. At the Holder's request, any successor to the Company or surviving entity in such Special Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof. The terms of any agreement pursuant to which a Special Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 2.5 and insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Special Transaction.

2.6Liquidation. If the Company shall, at any time prior to the end of the Exercise Period, dissolve, liquidate or wind up its affairs, the Holder shall have the right, but not the obligation, to exercise the Warrants. Upon such exercise, the Holder shall have the right to receive, in lieu of the shares of Common Stock that the Holder otherwise would have been entitled to receive upon such exercise, the same kind and amount of assets as would have been issued, distributed or paid to the Holder upon any such dissolution, liquidation or winding up with respect to such shares of Common Stock had the Holder been the holder of record of such shares of Common Stock receivable upon exercise of the Warrants on the date for determining those entitled to receive any such distribution.

2.7No Impairment. The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant but will at all times carry out all such terms and take all such action as may be reasonably necessary or appropriate in order to protect the rights of the Holder of this Warrant against impairment. Without limiting the generality of the foregoing, the Company (i) will not increase the par value of any Warrant Shares above the amount payable therefor on such exercise, (ii) will take all such action as may be reasonably necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares, free from all liens, security interests, encumbrances, preemptive or similar rights and charges of shareholders (other than those imposed by the Holder), upon the exercise of the Warrants, and (iii) will not close its shareholder books or records in any manner which interferes with the timely exercise of this Warrant.

2.8Notice. Whenever the Warrants or the number of Warrant Shares is to be adjusted as provided herein, the Company shall forthwith as soon as reasonably practicable, but in no event later than five business days following the event that causes such adjustment, cause to be sent to the Holder a notice stating in reasonable detail the relevant facts and any resulting adjustments and the calculation thereof.

2.9Fractional Interests. The Company shall not be required to issue fractions of shares of Common Stock upon the exercise of the Warrants. If any fraction of a share of Common Stock would be issuable upon the exercise

3

of the Warrants, the Company shall, upon such issuance, purchase such fraction for an amount in cash equal to the current value of such fraction, computed on the basis of the last reported closing price of the Common Stock on the securities exchange or quotation system on which the shares of Common Stock are then listed or traded, as the case may be, if any, on the last business day prior to the date of exercise upon which such a sale shall have been effected, or, if the Common Stock is not so listed or traded on an exchange or quotation system, as the Board may in good faith determine.

2.10Effect of Alternate Securities. If at any time, as a result of an adjustment made pursuant to this Section 2, the Holder of the Warrants shall thereafter become entitled to receive any securities of the Company other than shares of Common Stock, then the number of such other securities receivable upon exercise of the Warrants shall be subject to adjustment from time to time on terms as nearly equivalent as practicable to the provisions with respect to shares of Common Stock contained in this Section 2.

2.11Successive Application. The provisions of this Section 2 shall apply from time to time to successive events covered by this Section 2. Upon the occurrence of any event contemplated by this Section 2, all references to Common Stock, to the Company and to other defined terms shall be equitably adjusted to protect the interests of the Holder.

3.Exercise

3.1Exercise of Warrants. The Holder may exercise the Warrants only by (i) surrendering this Warrant Certificate with the form of exercise notice attached hereto as Exhibit A duly executed by the Holder, and (ii) making payment to the Company of the aggregate Exercise Price for the applicable Warrant Shares in cash or by certified check or wire transfer of immediately available funds to an account designated by the Company. Upon any partial exercise of the Warrants, the Company shall issue to the Holder, for its surrendered Warrant Certificate, a replacement Warrant Certificate identical in all respects to this Warrant Certificate, except that the number of Warrant Shares shall be reduced accordingly.

3.2Issuance of Warrant Shares. The Warrant Shares purchased shall be issued to the Holder exercising the Warrants as of the close of business on the business day on which all actions and payments required to be taken or made by the Holder hereunder shall have been so taken or made, and all documents and payments have been received by the Company. Each person in whose name any Warrant Share certificate is issued upon exercise of the Warrants shall for all purposes be deemed to have become the holder of record of the Warrant Shares for which the Warrants were exercised as of the date of exercise. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the form of exercise notice, shall be delivered to the Holder within a reasonable time, but in no event later than three business days following the date of exercise.

3.3Limitation on Exercise. The Holder may not exercise this Warrant, and the Holder agrees that it will not purchase or otherwise acquire, and will not permit its respective Affiliates to purchase or otherwise acquire, or agree or offer to purchase or otherwise acquire beneficial ownership of any Common Stock of the Company, to the extent and if after giving effect thereto the Holder and/or its Affiliates would beneficially own Common Stock representing more than 28% of the outstanding shares of Common Stock, provided that the Holder shall not be deemed to have violated this provision if the Holder beneficially owns Common Stock representing more than 28% of the outstanding shares of Common Stock as a result of a recapitalization of the Company, a repurchase or redemption of shares of Common Stock by the Company or any other action taken by the Company.

3.4Resale of Company Common Stock. Holder shall not publicly sell any Warrant Shares acquired upon exercise hereof prior to the date occurring one hundred twenty (120) days after the Effective Time. Nothing contained herein shall prohibit the Holder from exercising this Warrant in full during such 120-day period.

4.No Shareholder Rights for the Holder.

Except as provided herein, the Holder shall not, solely by virtue of the Warrants and prior to the issuance of the Warrant Shares upon due exercise hereof, be entitled to any rights as a shareholder of the Company. No provision of the Warrants, in the absence of affirmative action by the holder hereof to purchase Warrant Shares, and no mere enumeration herein of the rights or privileges of the Holder hereof, shall give rise to any liability of such Holder for the Exercise Price or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

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5. Loss.

Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant Certificate, and (in the case of loss, theft or destruction) reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant Certificate, if mutilated, the Company shall immediately execute and deliver a replacement Warrant Certificate of like tenor and date.

6. Representations of the Holder.

The Holder further understands that the Holder of the Warrants represents to the Company that it is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Warrants and the Warrant Shares. The Holder of the Warrants further represents that it is acquiring the Warrants and the right to acquire the Warrant Shares for investment purposes only, for its own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act. The certificates representing the Warrant Shares shall bear a legend substantially similar to the following:

“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or under applicable state securities laws, and may not be offered or sold except (1) pursuant to an effective registration statement under the Securities Act or (2) upon the delivery by the holder to the Company of an opinion of counsel reasonably satisfactory to the Company that such registration statement is not required under the Securities Act and the rules and regulations promulgated thereunder or under applicable state securities laws.”

7. Registration of Warrant Shares

7.1Automatic Registration. As promptly as reasonably possible (but in any event no longer than ten days) following the filing of the Annual Report of the Company on Form 10-K containing audited year-end financial statements as of and for the fiscal year ending on January 29, 2012, and the issuance of any other financial statements or pro forma financial information then required by the rules of the Securities and Exchange Commission (the “Commission”) to be filed with a registration statement under the Securities Act, the Company shall prepare and file with the Commission a registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (except if the Company is not then eligible to register for resale the Warrant Shares and the shares of Common Stock of the Company issued pursuant to a letter agreement dated as of December 23, 2011 among Parlux, the Company, Artistic Brands and Rene Garcia (the “Licensor Shares”) on Form S-3, the registration shall be on another appropriate form) and such other documents, as may be necessary, in the opinion of counsel for the Company, so as to permit a public offering and sale by the Holder of all of the Warrant Shares and by Artistic Brands (or its designee) of all of the Licensor Shares under the Securities Act, unless all of the Warrant Shares and Licensor Shares may be sold free of volume restrictions pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”). With respect to any registration statement filed pursuant to this Section 7.1 or Section 7.2 below, the Company shall (a) use its commercially reasonable efforts to cause the registration statement to be declared effective under the Securities Act as promptly as reasonably possible after the filing thereof, (b) use its commercially reasonable efforts to keep the registration statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until the earlier of (i) such time as all Warrant Shares and Licensor Shares to be sold pursuant to the registration statement have been sold and (ii) the date on which all Warrant Shares and Licensor Shares may be sold without registration and without being subject to the volume limitations of Rule 144, (c) take all reasonable efforts to cause the Warrant Shares and Licensor Shares at all times during such period to be freely tradable under the registration statement, except as may be required under the federal securities laws, (d) not less than two business days prior to the filing of any registration statement or related prospectus or any amendment or supplement thereto, furnish to the Holder the sections of such documents that relate to the Holder, as proposed to be filed, which documents shall be subject to the review of the Holder, (e) promptly notify the Holder via facsimile of the effectiveness of such registration statement and the filing of any prospectus supplement or amendment to such registration statement, and (f) no later than one business day following the effectiveness of such registration statement, file with the Commission a final prospectus in accordance with Rule 424 under the Securities Act with respect to such registration statement. Anything contained herein to the contrary notwithstanding, the

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Company covenants and agrees that it shall use its best efforts to cause such registration statement to be effective no later than six months following the Effective Time.

7.2Piggyback Registration Rights. The Company will notify the Holder in writing at least 10 days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (but excluding registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under SEC Rule 145) and will afford the Holder an opportunity to include in such registration statement all of the Warrant Shares, provided that the Company may limit the registration of the Warrant Shares to an amount not more than 50% of the total amount of shares of Common Stock to be registered by the Company. If the Holder desires to include in any such registration statement part of its Warrant Shares it will, within five business days after the above-described notice from Company (the “Holder Notice Period”), so notify the Company in writing. Such notice will state the intended method of disposition of the Warrant Shares by the Holder. If the registration statement under which the Company gives notice under this Section 7.2 is for an underwritten offering, the Company will so advise the Holder as a part of such notice. In such event, the right of the Holder to be included in a registration pursuant to this Section 7.2 will be conditioned upon the Holder's participation in such underwriting and the inclusion of the Warrant Shares in the underwriting to the extent provided herein. If the Holder proposes to distribute its Warrant Shares through such underwriting it will be required to enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 7.2, if the underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting will be allocated: first, to the Company; second, to the Holder; and third, allocated on a pro-rata basis among the holders of all other outstanding warrants to purchase shares of Common Stock of the Company.

7.3Registration Expenses. The Company shall pay all expenses arising from or incident to its performance of, or compliance with, Sections 7.1 and 7.2, including, without limitation, (i) Commission and stock exchange registration and filing fees, (ii) all fees and expenses incurred in complying with securities or “blue sky” laws (including reasonable fees, charges and disbursements of counsel to any underwriter incurred in connection with “blue sky” qualifications of the Warrant Shares as may be set forth in any underwriting agreement), (iii) all printing, messenger and delivery expenses, (iv) the fees, charges and expenses of counsel to the Company and of its independent public accountants, and (v) any liability insurance or other premiums for insurance obtained in connection with the registration contemplated by Sections 7.1 and 7.2, regardless of whether a registration statement is declared effective.

7.4Indemnification by the Company. In the event of any registration pursuant to Sections 7.1 and 7.2, the Company agrees to indemnify and hold harmless the Holder, its officers and directors, and each person, if any, who controls the Holder within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Warrant Shares (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement of omission or alleged untrue statement or omission based upon information relating to the Holder or the plan of distribution furnished in writing to the Company by the Holder expressly for use therein.

7.5Indemnification by the Holder. The Holder agrees to indemnify and hold harmless the Company, its officers and directors, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to the Holder, but only with reference to information relating to the Holder or the plan of distribution furnished in writing by the Holder expressly for use in any registration statement or prospectus relating to the Warrant Shares, or any amendment or supplement thereto, or any preliminary prospectus.

7.6Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 7.4 or 7.5, such person (the “Indemnified Party”) shall promptly notify the person against whom such Indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel reasonably satisfactory to such Indemnified Party to represent such Indemnified Party and any

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others the Indemnifying Party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than two separate firms of attorneys (in addition to any legal counsel to such Indemnifying Party) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by the Indemnified Parties. The Indemnifying Parties shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld), but if settled with such consent, or if there by a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment.

8.Definitions. For the purposes of this Warrant Certificate:

“Affiliate” means a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person or entity specified, and includes without limitation any person that is a director, officer or manager of the entity specified, and with respect to the Company includes without limitation any person or entity that is a 5% or greater stockholder of the Company as of the date in question.

“Artistic Brands” means Artistic Brands Development, LLC (f/k/a Iconic Fragrances LLC).

“Board” means the board of directors of the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“License Agreement” means that certain License Agreement dated [______________ __, 20__] by and among [______________________________] (as licensor), [________________________] (as artist) and Artistic Brands (as licensee). [insert applicable License Agreement]

“Licensee” means Artistic Brands or its successors or assigns as the licensee under the License Agreement.

“Licensor” means [insert applicable licensor].

“Permitted Transferee” means the licensor or artist under the License Agreement, any Affiliate (as defined above) or business associate of either Artistic Brands or the licensor or artist under the License Agreement, provided that such person or entity is an “Accredited Investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act, and further provided, such person or entity is not a person or entity who as of the date in question is, or at any time in the three year period immediately preceding the date in question has been, a director, officer, 5% or greater shareholder (except as a result of being a holder of any Warrants), employee, consultant, vendor, supplier, distributor or direct competitor of the Company, or an Affiliate or relative of any of the foregoing.

“Securities Act” means the Securities Act of 1933, as amended.

9. Miscellaneous

9.1Assignment.

(a)The Warrants and the rights, obligations and duties of the Company or the Holder hereunder shall not be assignable or otherwise transferable by either party, except that, subject to the provisions of this Section 9.1(a), this Warrant and all rights hereunder are transferable, as to all or any portion of the Warrants, to a Permitted Transferee (as defined in Section 8 above) upon the surrender of this Warrant Certificate with a properly executed

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Assignment Form in substantially the form attached hereto as Exhibit B (the “Assignment”) at the principal office of the Company. No transfer of this Warrant or any rights hereunder may be transferred unless the Company receives from the Permitted Transferee such documents, representations and legal opinions as the Company may reasonably request to assure that the proposed transfer complies with applicable state and federal securities laws and the regulations of any stock exchange or quotation medium on which the Common Stock is listed for trading. On the surrender of this Warrant Certificate in connection with a transfer of Warrants to a Permitted Transferee in accordance with this Section 9.1(a), the Company at its expense shall issue to the Permitted Transferee a new warrant certificate of like tenor, in the name of the Permitted Transferee, for the number of Warrants specified in the Assignment, and the Company at its expense shall issue to the Holder, in exchange for its surrendered Warrant Certificate, a replacement warrant certificate identical in all respects to this Warrant Certificate except that the number of Warrant Shares shall be reduced accordingly by the amount of Warrants transferred to the Permitted Transferee.

(b)Notwithstanding anything to the contrary contained herein, in the event that the Company is acquired by another entity and becomes a wholly-owned subsidiary of that entity, then all references herein to the Company shall then be applicable to its stockholder and such stockholder shall be bound by the terms hereof as if it were the Company.

9.2Limitation on Ownership. In no event shall the Holder or any permitted assignee hereunder acquire direct or indirect beneficial ownership of more than twenty-eight percent (28%) of the outstanding shares of the Company without the Company's consent, including any Warrant Shares and any other shares of Common Stock held by such Holder or such permitted assignee.

9.3Modification. The Company may, without the consent of the Holders, by issuance of a replacement warrant certificate or otherwise, (i) make any changes or corrections in this Warrant Certificate that are required to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein or (ii) add to the covenants and agreements of the Company for the benefit of the Holders (including, without limitation, reduce the Exercise Price or extend the Exercise Period), or surrender any rights or power reserved to or conferred upon the Company in this Agreement; provided that, in the case of (i) or (ii), such changes or corrections shall not adversely affect the interests of Holders of then outstanding Warrants. This Warrant may also be amended or waived with the consent of the Company and the Holder. Further, the Company may, with the consent, in writing or at a meeting, of the Holders (the “Required Holders”) of the then outstanding Warrants exercisable for a majority or greater of the Common Stock issuable under such Warrants, amend in any way, by a replacement warrant certificate or otherwise, this Warrant and/or all of the outstanding Warrants; provided, however, that (i) no such amendment by its express terms shall adversely affect any Holder differently that it affects all other Holders, unless such Holder consents thereto, (ii) no consideration shall be offered or paid to any Holder to amend or consent to a waiver or modification of any provision of this Warrant unless the same consideration is also offered to all other Holders, and (iii) no such amendment concerning the number of Warrant Shares, the Exercise Period or the Exercise Price shall be made unless any Holder who will be affected by such amendment consents thereto.

9.4Binding Effect and Benefit. The Warrants shall inure to the benefit of, and shall be binding upon, the parties hereto, their heirs, executors, administrators, personal representatives, successors in interest and permitted assigns.

9.5Further Assurances. Company and Holder agree that from time to time hereafter, upon request, each party will, at such party's sole expense, execute and deliver such other instruments and documents and take such further action as may be reasonably necessary to carry out the intent of the Warrants.

9.6Governing Law; Waiver of Jury Trial; Attorney's Fees. The Warrants shall be interpreted, and the rights and liabilities of the parties hereto determined, in accordance with the internal laws (as opposed to conflicts of law provisions) of the State of Delaware. As part of the consideration for new value this day received, the Holder hereby consents to the jurisdiction of any state or federal court located within Broward County, Florida. Each of the Company and the Holder hereby irrevocably and unconditionally waives trial by jury in any suit or proceeding arising out of or related to the Warrants. The prevailing party in any suit arising out of or related to the Warrants shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

9.7Incorporation by Reference. All exhibits and documents referred to in the Warrants shall be deemed

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incorporated herein by any reference thereto as if fully set out herein.

9.8Headings and Captions. Subject headings and captions are included for convenience purposes only and shall not affect the interpretation of this agreement.

9.9Notice. All notices, requests, demands and other communications permitted or required hereunder shall be in writing, and either (i) delivered in person, (ii) sent by express mail or other overnight delivery service providing receipt of delivery, or (iii) mailed by certified or registered mail, postage prepaid, return receipt requested as follows:

If to Company, addressed or	Perfumania Holdings, Inc.
delivered in person to:	35 Sawgrass Drive, Suite 2
	Bellport, New York 11713
	Attention: Michael W. Katz, Chief Executive Officer

If to the Holder, addressed or delivered in person to:

or to such other address as either party may designate by notice in accordance with this Section.

Any such notice or communication, if given or made by prepaid, registered or certified mail or by recorded express delivery, shall be deemed to have been made when actually received.

9.10Gender and Pronouns. Throughout this Warrant Certificate, the masculine shall include the feminine and neuter and the singular shall include the plural and vice versa as the context requires.

9.11Entire Agreement. This Warrant Certificate constitutes the entire agreement of the parties and supersedes any and all other prior agreements, oral or written, with respect to the subject matter contained herein. There are no representations or warranties with respect to the subject matter of this Warrant Certificate other than as expressly set forth herein.

[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed and delivered as of the 18th day of April, 2012.

PERFUMANIA HOLDINGS, INC.

By: ___________________________________

Michael W. Katz

President and Chief Executive Officer

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EXHIBIT A

EXERCISE NOTICE

[To be executed only upon exercise of the Warrants]

The undersigned registered owner of the Warrants irrevocably exercises the Warrants for the purchase of the number of shares of Common Stock of Perfumania Holdings, Inc. as is set forth below, and herewith makes payment therefor, all at the price and on the terms and conditions specified in the attached Warrant Certificate and requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name of and delivered to the person specified below whose address is set forth below, and, if such shares of Common Stock shall not include all of the shares of Common Stock now and hereafter issuable as provided in the attached Warrant Certificate, then Perfumania Holdings, Inc. shall, at its own expense, promptly issue to the undersigned a new Warrant Certificate of like tenor and date for the balance of the shares of Common Stock issuable thereunder.

Date:
Amount of Shares Purchased:
Aggregate Exercise Price:	$
Printed Name of Registered Holder:
Signature of Registered Holder:

NOTICE: The signature on this Exercise Notice must correspond with the name as written upon the face of the attached Warrant Certificate.

Stock Certificates to be issued and registered in the following name, and delivered to the following address:

(Name)

(Street Address)

(City) (State) (Zip Code)

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EXHIBIT B

ASSIGNMENT FORM

[To be executed only upon transfer of Warrants to a Permitted Transferee]

For value received, the undersigned Holder hereby sells, assigns and transfers unto the transferee named below the number of Warrants as is specified below, with respect to the attached Warrant Certificate dated ______________ ___, 2012, and appoints the chief executive officer of the Company, with full power of substitution, as attorney to transfer said Warrants on the books of the Company. Capitalized terms in the text hereof shall have the respective meanings ascribed to them in the attached Warrant Certificate.

Name of Permitted Transferee:

Address of Permitted Transferee:

Amount of Warrants Transferred:

The replacement Warrant Certificate for Warrants not transferred by the Holder is to be issued and registered in the name of the Holder and delivered to the following address:

Address of Holder:

Signature of Holder:

Date:

NOTICE: The signature on this Assignment must correspond with the name as written upon the face of the attached Warrant Certificate.

Signature of Holder Guaranteed:

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EX-4.4

Exhibit 4.4

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION STATEMENT IS NOT REQUIRED UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS.

EXERCISABLE AT ANY TIME PRIOR TO THE EXPIRATION TIME SET FORTH HEREIN.

WARRANT CERTIFICATE

To Purchase 5,333 Shares of Common Stock of:

PERFUMANIA HOLDINGS, INC.

April 18, 2012

RECITALS:

A. Parlux Fragrances, Inc., a Delaware corporation (“Parlux”), previously issued that certain Warrant Certificate, Certificate No. 39, dated as of October 15, 2003, for the issuance of 10,000 shares of Parlux common stock (the “Original Warrant”) to Glenn Gopman.

B. Parlux, Perfumania Holdings, Inc., a Florida corporation (the “Company”), and PFI Merger Corp., a wholly-owned subsidiary of the Company (“Merger Sub”), entered into that certain Agreement and Plan of Merger dated as of December 23, 2011 (the “Merger Agreement”) pursuant to which Parlux was merged with Merger Sub (the “Merger”) on April 18, 2012.

C. At the Effective Time (as defined in the Merger Agreement), in accordance with Section 2.8(b)(i) of the Merger Agreement, the Original Warrant ceased to represent a warrant to purchase Parlux common stock and was converted automatically into a fully-vested warrant to purchase a number of shares of the Company's common stock equal to the product (rounded down to the nearest whole share) of (x) the number of shares of Parlux common stock subject to the Original Warrant and (y) the Exchange Ratio (as defined in the Merger Agreement), at an exercise price per (rounded up to the nearest whole cent) equal to (1) the exercise price of the Original Warrant divided by (2) the Exchange Ratio (as defined in the Merger Agreement).

D. The Company is issuing this Warrant Certificate to reflect the conversion provided for by Section 2.8(b)(i) of the Merger Agreement and to replace and supersede the Original Warrant.

NOW, THEREFORE, in consideration of the premises and intending to be legally bound hereby, the Company hereby agrees as follows:

This Warrant Certificate certifies that

Mr. Glenn Gopman

is the registered holder of the number of Warrants set forth above (“Warrants”), each expiring at 5:00 p.m. New York City time on March 31, 2013 (the “Expiration Time”) and entitling the holder thereof to purchase common stock, par value $.01 per share (the “Common Stock”), of the Company. Each Warrant entitles the holder, at any time prior to the Expiration Time, except as noted below, to exercise such Warrant, and, upon such exercise, to receive from the Company one fully paid and nonassessable share of Common Stock (a “Warrant Share”) at the exercise price of $3.38 (the “Exercise Price”) upon surrender of this Warrant Certificate and the payment of the Exercise Price at the principal

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business office the Company, but only subject to the conditions set forth herein.

No Warrant may be exercised after the Expiration Time, and to the extent not exercised by such Expiration Time such Warrants shall become void.

Warrants may be exercised at any time at or before the Expiration Time. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate with the form of election to purchase, set forth hereon properly completed and executed, together with payment of the Exercise Price at the principal business office of the Company.

Should there be a change in control of the Company, the vesting date for exercise for all warrants shall be accelerated to the effective date of the change in control, and the price will remain as stated at $3.38, and the Company shall cause new warrant certificates to be issued reflecting this change. For purposes of this certificate, a change in control means the occurrence of one or more of the following events (whether or not approved by the Board): (i) an event or series of events by which any person or other entity or group of persons or other entities acting in concert as determined in accordance with Section 13(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), whether or not applicable, together with its or their affiliates or associates shall, as a result of a tender offer or exchange offer, open market purchases, privately negotiated purchases, merger or otherwise (including pursuant to receipt of revocable proxies) (A) be or become directly or indirectly the beneficial owner (within the meaning of Rule 13d-3 and Rule 13d-5 under the Exchange Act, whether or not applicable, except that a person shall be deemed to have beneficial ownership of all securities that such person has the right to acquire whether such right is exercisable immediately or only after the passage of time) of more than 30% of the combined voting power of the then outstanding common stock of the Company or (B) otherwise have the ability to elect, directly or indirectly, a majority of the members of the Board.

Upon exercise of the Warrants, and the issuance of Warrant Shares, such Warrant Shares shall bear the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD OR TRANSFERRED In THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.”

The Company agrees that it shall include the Warrant Shares issuable upon exercise of the Warrants in the registration statement that the Company files to register the resale of the shares issuable upon exercise of the Licensor Warrants (as defined in the Merger Agreement) on the terms set forth in the Licensor Warrant Agreement (as defined in the Merger Agreement) with the Securities and Exchange Commission (the “SEC”) at no expense to the Warrant holder. The Company further agrees that should there be a change in control of the Corporation, the Company shall so notify all Warrant Certificate holders and Warrant Shareholders of such event, and within thirty (30) days from the effective date of the change in control, shall file a Registration Statement with the SEC at its expense covering all outstanding Warrant Certificates (and/or the Warrant Shares underlying them) and all outstanding Warrant Shares.

The Company may deem and treat the registered holder hereof as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.

The Company will, at all times, reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued Common Stock or its authorized and issued Common Stock held in its treasury, for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of Warrants, the maximum number of shares of Common Stock which may then be deliverable upon the exercise of all outstanding Warrants.

The Company covenants that all Warrant Shares which may be issued upon exercise of Warrants will, upon

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issue, be fully paid, nonassessable and free of preemptive rights.

This Warrant Certificate shall be governed and construed in accordance with the internal laws of the State of Florida.

Payment of the Exercise Price may be made in cash or by check to the order of the Company.

In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his assignee a new Warrant Certificate evidencing the number of Warrants not exercised. Notwithstanding anything herein to the contrary, the number of Warrants exercised at any one time may not be less than the lesser of 2,000 Warrants or the number of warrants then represented hereby.

Upon due presentation for registration of transfer of this Warrant Certificate at the principal business office of the Company, a new Warrant Certificate or Warrant Certificates or like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange for this Warrant Certificate.

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IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed and delivered as of the 18th day of April, 2012.

PERFUMANIA HOLDINGS, INC.

By: /s/ Michael W. Katz

Name: Michael W. Katz

Title: President and Chief Executive Officer

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[Form of Election to Purchase]

(To Be Executed Upon Exercise of Warrant)

The undersigned hereby irrevocably elects to exercise the right represented by this Warrant Certificate to receive __________ shares of Common Stock, and herewith tenders payment for such shares in the form of cash or a check in the amount of $______________.

The undersigned requests that a certificate for such shares be registered in the name of _____________________________________________________, whose address is: ___________________________________________________and that such shares be delivered to ________________________________________________ whose address is ____________________________________________. If said number of shares is less than all of the shares of such Common Stock purchasable under this Warrant Certificate, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of ______________________________________, whose address is ___________________________________________, and to such Warrant Certificate be delivered to _________________________________________, whose address is ___________________________________.

Name:

(Please print name and address)

Signature:

Date:

Signature Guaranteed:

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EX-4.5

Exhibit 4.5

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION STATEMENT IS NOT REQUIRED UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS.

WARRANT CERTIFICATE

To Purchase ____________ Shares of Common Stock of:

PERFUMANIA HOLDINGS, INC.

April 18, 2012

RECITALS:

A.    Parlux Fragrances, Inc., a Delaware corporation (“Parlux”), Perfumania Holdings, Inc., a Florida corporation (the “Company”), and PFI Merger Corp., a wholly-owned subsidiary of the Company (“Merger Sub”) entered into that certain Agreement and Plan of Merger, dated as of December 23, 2011 (the “Merger Agreement”), pursuant to which Parlux was merged with Merger Sub with such resulting merged entity being the “Surviving Corporation” (the “Merger”) on April 18, 2012.

B.    Following the Merger, the Surviving Corporation merged with a wholly-owned subsidiary of the Company (“Merger Sub I”), with Merger Sub I surviving that merger with such resulting merged entity being “Parlux Fragrances, LLC”.

C.    In connection with the Merger, as of the Effective Time (as defined in the Merger Agreement), (i) Artistic Brands Development, LLC, formerly known as Iconic Fragrances, LLC (“Artistic Brands”), Shawn Carter (only as to certain specified provisions in the License Agreement), and S. Carter Enterprises, LLC entered into a License Agreement, and (ii) a Parlux Fragrances, LLC, Artistic Brands and Shawn Carter (only as to certain specified provisions in the Sublicense) entered into a Sublicense.

D.    The Company is issuing this Warrant Certificate pursuant to the terms of the Transaction Agreement (as defined below).

NOW, THEREFORE, in consideration of the premises and intending to be legally bound hereby, the Company hereby agrees as follows:

THIS IS TO CERTIFY THAT, for value received, _____________________ and any Permitted Transferee pursuant to Section 9.1(a) below (the “Holder”) is entitled to purchase from the Company, _________________ shares of the Company's common stock, par value $0.01 per share (the “Common Stock”), on the terms and conditions hereinafter set forth. Capitalized terms not otherwise defined in the text hereof shall have the respective meanings ascribed to them in Section 8.

1. Grant of Warrants

1.1Grant. In consideration of Artistic Brands granting through a sub-license to Parlux Fragrances, LLC of all of Artistic Brands' licensing rights pursuant to the License Agreement (as defined in Section 8 below), and in furtherance of that certain agreement between Artistic Brands and Parlux (its successor, now Parlux Fragrances, LLC) dated April 3, 2009 (the “Transaction Agreement”), the Company hereby grants to the Holder fully vested warrants to

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purchase an aggregate of up to _____________ shares of Common Stock (the “Warrants”), as adjusted and increased as provided herein, at a purchase price equal to $8.00 per share of Common Stock (as adjusted from time to time pursuant to Section 2, the “Exercise Price”). The shares of Common Stock, or other securities for which the Warrants may be exercised as a result of transactions contemplated by Section 2, are referred to as the “Warrant Shares.” For the avoidance of doubt, the Warrants were, are and shall be fully vested as of the Effective Time.

1.2Exercise Period. Subject to the terms and conditions of this Warrant Certificate, the Warrants may be exercised on any day from and after the Effective Time and shall continue to be exercisable until 5:00 p.m., Eastern Time, on the eighth anniversary of the issuance of this Warrant Certificate (each year from the issuance of this Warrant Certificate, an “Anniversary”); provided however that in the event, and only in the event, the License Agreement is not renewed by Parlux Fragrances, LLC as the sub-licensee for the Renewal Term (as defined in the License Agreement), then the Warrants shall only be exercisable until 5:00 p.m., Eastern Time on the later of (i) the forty-fifth (45^th) day following the last day by which the notice of intent to renew the License Agreement must be delivered by the Licensee to the Licensor pursuant to the terms of the License Agreement, or (ii) the eighth Anniversary (in each case, as applicable, the “Exercise Period”). The Company covenants and agrees that it will disclose in its quarterly or other periodic reports with the Securities and Exchange Commission the renewal or termination of the License Agreement.

1.3Shares To Be Issued; Reservation of Shares; Increase in Warrants. The Company covenants and agrees that (a) all of the securities issuable upon the exercise of the Warrants in accordance with the terms hereof will, upon issuance in accordance with the terms hereof and payment of the Exercise Price therefor, be duly authorized, validly issued and outstanding, fully paid and non-assessable shares of Common Stock and (b) the Company will cause during the Exercise Period there to be authorized and reserved a sufficient number of shares of Common Stock to provide for the exercise of the Warrants in full.

2.Adjustments to Warrants; Corporate Anti-Dilution Provisions. The number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 2. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company that are purchasable hereunder, the Holder shall thereafter be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately before such adjustment by the number of Warrant Shares purchasable hereunder immediately before such adjustment, and dividing such product by the number of Warrant Shares or other securities of the Company resulting from such adjustment.

2.1Stock Splits and Combinations. If the Company shall combine all of its outstanding shares of Common Stock into a smaller number of shares, the number of Warrant Shares purchasable under the Warrants shall be proportionately decreased, as of the effective date of such combination, so that the Holder of the Warrants, if exercised on or after that date, shall be entitled to receive the number and kind of Warrant Shares which the Holder of the Warrants would have owned and been entitled to receive as a result of the combination had the Warrants been exercised immediately prior to that date. If the Company shall subdivide all of its outstanding shares of Common Stock, the number of Warrant Shares purchasable under the Warrants shall be proportionally increased as of the effective date of such subdivision so that the Holder of the Warrants, if exercised on or after that date, shall be entitled to receive the number and kind of Warrant Shares which the Holder of the Warrants would have owned and been entitled to receive as a result of the subdivision had the Warrants been exercised immediately prior to that date.

2.2Stock Dividends and Distributions. If the Company shall fix a record date for the holders of its Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock, then the number of Warrant Shares purchasable under the Warrants shall be proportionately increased as of the time of such issuance, or in the event such record date is fixed, as of the close of business on such record date so that the Holder of the Warrants, if exercised after that date, shall be entitled to receive the number and kind of Warrant Shares and additional shares of Common Stock of the Company which the Holder of the Warrants would have owned and been entitled to receive as a result of the dividend or distribution had the Warrants been exercised immediately prior to that date.

2.3Other Dividends and Distributions. If the Company shall fix a record date for the holders of Common Stock entitled to receive a dividend or other distribution payable in securities of the Company other than shares of Common Stock, then lawful and adequate provision shall be made so that the Holder of the Warrants shall be entitled to receive upon exercise of the Warrants, in addition to the number of Warrant Shares immediately theretofore issuable

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upon exercise of the Warrants, the kind and number of securities of the Company which the Holder would have owned and been entitled to receive had the Warrants been exercised immediately prior to that date.

2.4Reclassification, Exchange and Substitution. If the Common Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than by a subdivision or combination of shares or stock dividend or a reorganization, merger, consolidation or sale of assets provided for elsewhere in this Section 2), then the Holder of the Warrants shall be entitled to receive upon exercise of the Warrants, in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrants, the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change, by the holders of the number of shares of Common Stock for which the Warrants could have been exercised immediately prior to such recapitalization, reclassification or other change.

2.5Reorganizations, Mergers, Consolidations or Sales of Assets. If any of the following transactions (each, a “Special Transaction”) shall become effective: (a) a capital reorganization, share exchange or exchange offer (other than a recapitalization, subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 2), (b) a consolidation or merger of the Company with and into another entity, or (c) a sale or conveyance of all or substantially all of the Company's assets; then as a condition of any Special Transaction, lawful and adequate provision shall be made so that the Holder of the Warrants shall thereafter have the right to purchase and receive upon exercise of the Warrants, in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrants, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Special Transaction if it had been, immediately prior to such Special Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the “Alternate Consideration”). The aggregate Exercise Price for this Warrant will not be affected by any Special Transaction. At the Holder's request, any successor to the Company or surviving entity in such Special Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof. The terms of any agreement pursuant to which a Special Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 2.5 and insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Special Transaction.

2.6Liquidation. If the Company shall, at any time prior to the end of the Exercise Period, dissolve, liquidate or wind up its affairs, the Holder shall have the right, but not the obligation, to exercise the Warrants. Upon such exercise, the Holder shall have the right to receive, in lieu of the shares of Common Stock that the Holder otherwise would have been entitled to receive upon such exercise, the same kind and amount of assets as would have been issued, distributed or paid to the Holder upon any such dissolution, liquidation or winding up with respect to such shares of Common Stock had the Holder been the holder of record of such shares of Common Stock receivable upon exercise of the Warrants on the date for determining those entitled to receive any such distribution.

2.7No Impairment. The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant but will at all times carry out all such terms and take all such action as may be reasonably necessary or appropriate in order to protect the rights of the Holder of this Warrant against impairment. Without limiting the generality of the foregoing, the Company (i) will not increase the par value of any Warrant Shares above the amount payable therefor on such exercise, (ii) will take all such action as may be reasonably necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares, free from all liens, security interests, encumbrances, preemptive or similar rights and charges of shareholders (other than those imposed by the Holder), upon the exercise of the Warrants, and (iii) will not close its shareholder books or records in any manner which interferes with the timely exercise of this Warrant.

2.8Notice. Whenever the Warrants or the number of Warrant Shares is to be adjusted as provided herein, the Company shall forthwith as soon as reasonably practicable, but in no event later than five business days following the event that causes such adjustment, cause to be sent to the Holder a notice stating in reasonable detail the relevant facts and any resulting adjustments and the calculation thereof.

2.9Fractional Interests. The Company shall not be required to issue fractions of shares of Common Stock upon the exercise of the Warrants. If any fraction of a share of Common Stock would be issuable upon the exercise of the Warrants, the Company shall, upon such issuance, purchase such fraction for an amount in cash equal to the

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current value of such fraction, computed on the basis of the last reported closing price of the Common Stock on the securities exchange or quotation system on which the shares of Common Stock are then listed or traded, as the case may be, if any, on the last business day prior to the date of exercise upon which such a sale shall have been effected, or, if the Common Stock is not so listed or traded on an exchange or quotation system, as the Board may in good faith determine.

2.10Effect of Alternate Securities. If at any time, as a result of an adjustment made pursuant to this Section 2, the Holder of the Warrants shall thereafter become entitled to receive any securities of the Company other than shares of Common Stock, then the number of such other securities receivable upon exercise of the Warrants shall be subject to adjustment from time to time on terms as nearly equivalent as practicable to the provisions with respect to shares of Common Stock contained in this Section 2.

2.11Successive Application. The provisions of this Section 2 shall apply from time to time to successive events covered by this Section 2. Upon the occurrence of any event contemplated by this Section 2, all references to Common Stock, to the Company and to other defined terms shall be equitably adjusted to protect the interests of the Holder.

3.Exercise

3.1Exercise of Warrants. The Holder may exercise the Warrants only by (i) surrendering this Warrant Certificate with the form of exercise notice attached hereto as Exhibit A duly executed by the Holder, and (ii) making payment to the Company of the aggregate Exercise Price for the applicable Warrant Shares in cash or by certified check or wire transfer of immediately available funds to an account designated by the Company. Upon any partial exercise of the Warrants, the Company shall issue to the Holder, for its surrendered Warrant Certificate, a replacement Warrant Certificate identical in all respects to this Warrant Certificate, except that the number of Warrant Shares shall be reduced accordingly.

3.2Issuance of Warrant Shares. The Warrant Shares purchased shall be issued to the Holder exercising the Warrants as of the close of business on the business day on which all actions and payments required to be taken or made by the Holder hereunder shall have been so taken or made, and all documents and payments have been received by the Company. Each person in whose name any Warrant Share certificate is issued upon exercise of the Warrants shall for all purposes be deemed to have become the holder of record of the Warrant Shares for which the Warrants were exercised as of the date of exercise. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the form of exercise notice, shall be delivered to the Holder within a reasonable time, but in no event later than three business days following the date of exercise.

3.3Limitation on Exercise. The Holder may not exercise this Warrant, and the Holder agrees that it will not purchase or otherwise acquire, and will not permit its respective Affiliates to purchase or otherwise acquire, or agree or offer to purchase or otherwise acquire beneficial ownership of any Common Stock of the Company, to the extent and if after giving effect thereto the Holder and/or its Affiliates would beneficially own Common Stock representing more than 28% of the outstanding shares of Common Stock, provided that the Holder shall not be deemed to have violated this provision if the Holder beneficially owns Common Stock representing more than 28% of the outstanding shares of Common Stock as a result of a recapitalization of the Company, a repurchase or redemption of shares of Common Stock by the Company or any other action taken by the Company.

3.4Resale of Company Common Stock. Holder shall not publicly sell any Warrant Shares acquired upon exercise hereof prior to the date occurring one hundred twenty (120) days after the Effective Time. Nothing contained herein shall prohibit the Holder from exercising this Warrant in full during such 120-day period.

4.No Shareholder Rights for the Holder.

Except as provided herein, the Holder shall not, solely by virtue of the Warrants and prior to the issuance of the Warrant Shares upon due exercise hereof, be entitled to any rights as a shareholder of the Company. No provision of the Warrants, in the absence of affirmative action by the holder hereof to purchase Warrant Shares, and no mere enumeration herein of the rights or privileges of the Holder hereof, shall give rise to any liability of such Holder for the Exercise Price or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

5. Loss.

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Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant Certificate, and (in the case of loss, theft or destruction) reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant Certificate, if mutilated, the Company shall immediately execute and deliver a replacement Warrant Certificate of like tenor and date.

6. Representations of the Holder.

The Holder further understands that the Holder of the Warrants represents to the Company that it is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Warrants and the Warrant Shares. The Holder of the Warrants further represents that it is acquiring the Warrants and the right to acquire the Warrant Shares for investment purposes only, for its own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act. The certificates representing the Warrant Shares shall bear a legend substantially similar to the following:

“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or under applicable state securities laws, and may not be offered or sold except (1) pursuant to an effective registration statement under the Securities Act or (2) upon the delivery by the holder to the Company of an opinion of counsel reasonably satisfactory to the Company that such registration statement is not required under the Securities Act and the rules and regulations promulgated thereunder or under applicable state securities laws.”

7. Registration of Warrant Shares

7.1Automatic Registration. As promptly as reasonably possible (but in any event no longer than ten days) following the filing of the Annual Report of the Company on Form 10-K containing audited year-end financial statements as of and for the fiscal year ending on January 29, 2012, and the issuance of any other financial statements or pro forma financial information then required by the rules of the Securities and Exchange Commission (the “Commission”) to be filed with a registration statement under the Securities Act, the Company shall prepare and file with the Commission a registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (except if the Company is not then eligible to register for resale the Warrant Shares and the shares of Common Stock of the Company issued pursuant to a letter agreement dated as of December 23, 2011 among Parlux, the Company, Artistic Brands and Rene Garcia (the “Licensor Shares”) on Form S-3, the registration shall be on another appropriate form) and such other documents, as may be necessary, in the opinion of counsel for the Company, so as to permit a public offering and sale by the Holder of all of the Warrant Shares and by Artistic Brands (or its designee) of all of the Licensor Shares under the Securities Act, unless all of the Warrant Shares and Licensor Shares may be sold free of volume restrictions pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”). With respect to any registration statement filed pursuant to this Section 7.1 or Section 7.2 below, the Company shall (a) use its commercially reasonable efforts to cause the registration statement to be declared effective under the Securities Act as promptly as reasonably possible after the filing thereof, (b) use its commercially reasonable efforts to keep the registration statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until the earlier of (i) such time as all Warrant Shares and Licensor Shares to be sold pursuant to the registration statement have been sold and (ii) the date on which all Warrant Shares and Licensor Shares may be sold without registration and without being subject to the volume limitations of Rule 144, (c) take all reasonable efforts to cause the Warrant Shares and Licensor Shares at all times during such period to be freely tradable under the registration statement, except as may be required under the federal securities laws, (d) not less than two business days prior to the filing of any registration statement or related prospectus or any amendment or supplement thereto, furnish to the Holder the sections of such documents that relate to the Holder, as proposed to be filed, which documents shall be subject to the review of the Holder, (e) promptly notify the Holder via facsimile of the effectiveness of such registration statement and the filing of any prospectus supplement or amendment to such registration statement, and (f) no later than one business day following the effectiveness of such registration statement, file with the Commission a final prospectus in accordance with Rule 424 under the Securities Act with respect to such registration statement. Anything contained herein to the contrary notwithstanding, the Company covenants and agrees that it shall use its best efforts to cause such registration statement to be effective no

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later than six months following the Effective Time.

7.2Piggyback Registration Rights. The Company will notify the Holder in writing at least 10 days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (but excluding registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under SEC Rule 145) and will afford the Holder an opportunity to include in such registration statement all of the Warrant Shares, provided that the Company may limit the registration of the Warrant Shares to an amount not more than 50% of the total amount of shares of Common Stock to be registered by the Company. If the Holder desires to include in any such registration statement part of its Warrant Shares it will, within five business days after the above-described notice from Company (the “Holder Notice Period”), so notify the Company in writing. Such notice will state the intended method of disposition of the Warrant Shares by the Holder. If the registration statement under which the Company gives notice under this Section 7.2 is for an underwritten offering, the Company will so advise the Holder as a part of such notice. In such event, the right of the Holder to be included in a registration pursuant to this Section 7.2 will be conditioned upon the Holder's participation in such underwriting and the inclusion of the Warrant Shares in the underwriting to the extent provided herein. If the Holder proposes to distribute its Warrant Shares through such underwriting it will be required to enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 7.2, if the underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting will be allocated: first, to the Company; second, to the Holder; and third, allocated on a pro-rata basis among the holders of all other outstanding warrants to purchase shares of Common Stock of the Company.

7.3Registration Expenses. The Company shall pay all expenses arising from or incident to its performance of, or compliance with, Sections 7.1 and 7.2, including, without limitation, (i) Commission and stock exchange registration and filing fees, (ii) all fees and expenses incurred in complying with securities or “blue sky” laws (including reasonable fees, charges and disbursements of counsel to any underwriter incurred in connection with “blue sky” qualifications of the Warrant Shares as may be set forth in any underwriting agreement), (iii) all printing, messenger and delivery expenses, (iv) the fees, charges and expenses of counsel to the Company and of its independent public accountants, and (v) any liability insurance or other premiums for insurance obtained in connection with the registration contemplated by Sections 7.1 and 7.2, regardless of whether a registration statement is declared effective.

7.4Indemnification by the Company. In the event of any registration pursuant to Sections 7.1 and 7.2, the Company agrees to indemnify and hold harmless the Holder, its officers and directors, and each person, if any, who controls the Holder within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Warrant Shares (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement of omission or alleged untrue statement or omission based upon information relating to the Holder or the plan of distribution furnished in writing to the Company by the Holder expressly for use therein.

7.5Indemnification by the Holder. The Holder agrees to indemnify and hold harmless the Company, its officers and directors, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to the Holder, but only with reference to information relating to the Holder or the plan of distribution furnished in writing by the Holder expressly for use in any registration statement or prospectus relating to the Warrant Shares, or any amendment or supplement thereto, or any preliminary prospectus.

7.6Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 7.4 or 7.5, such person (the “Indemnified Party”) shall promptly notify the person against whom such Indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel reasonably satisfactory to such Indemnified Party to represent such Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall pay the fees and disbursements of such

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counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than two separate firms of attorneys (in addition to any legal counsel to such Indemnifying Party) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by the Indemnified Parties. The Indemnifying Parties shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld), but if settled with such consent, or if there by a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment.

8.Definitions. For the purposes of this Warrant Certificate:

“Affiliate” means a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person or entity specified, and includes without limitation any person that is a director, officer or manager of the entity specified, and with respect to the Company includes without limitation any person or entity that is a 5% or greater stockholder of the Company as of the date in question.

“Board” means the board of directors of the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“License Agreement” means that certain License Agreement dated April __, 2012 by and among S. Carter Enterprises, LLC (as licensor), Shawn Carter (as artist) and Artistic Brands (as licensee).

“Licensee” means Artistic Brands or its successors or assigns as the licensee under the License Agreement.

“Licensor” means S. Carter Enterprises, LLC.

“Permitted Transferee” means the licensor or artist under the License Agreement, any Affiliate (as defined above) or business associate of either Artistic Brands or the licensor or artist under the License Agreement, provided that such person or entity is an “Accredited Investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act, and further provided, such person or entity is not a person or entity who as of the date in question is, or at any time in the three year period immediately preceding the date in question has been, a director, officer, 5% or greater shareholder (except as a result of being a holder of any Warrants), employee, consultant, vendor, supplier, distributor or direct competitor of the Company, or an Affiliate or relative of any of the foregoing.

“Securities Act” means the Securities Act of 1933, as amended.

9. Miscellaneous

9.1Assignment.

(a)The Warrants and the rights, obligations and duties of the Company or the Holder hereunder shall not be assignable or otherwise transferable by either party, except that, subject to the provisions of this Section 9.1(a), this Warrant and all rights hereunder are transferable, as to all or any portion of the Warrants, to a Permitted Transferee (as defined in Section 8 above) upon the surrender of this Warrant Certificate with a properly executed Assignment Form in substantially the form attached hereto as Exhibit B (the “Assignment”) at the principal office of the Company. No transfer of this Warrant or any rights hereunder may be transferred unless the Company receives from the Permitted Transferee such documents, representations and legal opinions as the Company may reasonably

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request to assure that the proposed transfer complies with applicable state and federal securities laws and the regulations of any stock exchange or quotation medium on which the Common Stock is listed for trading. On the surrender of this Warrant Certificate in connection with a transfer of Warrants to a Permitted Transferee in accordance with this Section 9.1(a), the Company at its expense shall issue to the Permitted Transferee a new warrant certificate of like tenor, in the name of the Permitted Transferee, for the number of Warrants specified in the Assignment, and the Company at its expense shall issue to the Holder, in exchange for its surrendered Warrant Certificate, a replacement warrant certificate identical in all respects to this Warrant Certificate except that the number of Warrant Shares shall be reduced accordingly by the amount of Warrants transferred to the Permitted Transferee.

(b)Notwithstanding anything to the contrary contained herein, in the event that the Company is acquired by another entity and becomes a wholly-owned subsidiary of that entity, then all references herein to the Company shall then be applicable to its stockholder and such stockholder shall be bound by the terms hereof as if it were the Company.

9.2Limitation on Ownership. In no event shall the Holder or any permitted assignee hereunder acquire direct or indirect beneficial ownership of more than twenty-eight percent (28%) of the outstanding shares of the Company without the Company's consent, including any Warrant Shares and any other shares of Common Stock held by such Holder or such permitted assignee.

9.3Modification. The Company may, without the consent of the Holders, by issuance of a replacement warrant certificate or otherwise, (i) make any changes or corrections in this Warrant Certificate that are required to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein or (ii) add to the covenants and agreements of the Company for the benefit of the Holders (including, without limitation, reduce the Exercise Price or extend the Exercise Period), or surrender any rights or power reserved to or conferred upon the Company in this Agreement; provided that, in the case of (i) or (ii), such changes or corrections shall not adversely affect the interests of Holders of then outstanding Warrants. This Warrant may also be amended or waived with the consent of the Company and the Holder. Further, the Company may, with the consent, in writing or at a meeting, of the Holders (the “Required Holders”) of the then outstanding Warrants exercisable for a majority or greater of the Common Stock issuable under such Warrants, amend in any way, by a replacement warrant certificate or otherwise, this Warrant and/or all of the outstanding Warrants; provided, however, that (i) no such amendment by its express terms shall adversely affect any Holder differently that it affects all other Holders, unless such Holder consents thereto, (ii) no consideration shall be offered or paid to any Holder to amend or consent to a waiver or modification of any provision of this Warrant unless the same consideration is also offered to all other Holders, and (iii) no such amendment concerning the number of Warrant Shares, the Exercise Period, or the Exercise Price shall be made unless any Holder who will be affected by such amendment consents thereto.

9.4Binding Effect and Benefit. The Warrants shall inure to the benefit of, and shall be binding upon, the parties hereto, their heirs, executors, administrators, personal representatives, successors in interest and permitted assigns.

9.5Further Assurances. Company and Holder agree that from time to time hereafter, upon request, each party will, at such party's sole expense, execute and deliver such other instruments and documents and take such further action as may be reasonably necessary to carry out the intent of the Warrants.

9.6Governing Law; Waiver of Jury Trial; Attorney's Fees. The Warrants shall be interpreted, and the rights and liabilities of the parties hereto determined, in accordance with the internal laws (as opposed to conflicts of law provisions) of the State of Delaware. As part of the consideration for new value this day received, the Holder hereby consents to the jurisdiction of any state or federal court located within Broward County, Florida. Each of the Company and the Holder hereby irrevocably and unconditionally waives trial by jury in any suit or proceeding arising out of or related to the Warrants. The prevailing party in any suit arising out of or related to the Warrants shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

9.7Incorporation by Reference. All exhibits and documents referred to in the Warrants shall be deemed incorporated herein by any reference thereto as if fully set out herein.

9.8Headings and Captions. Subject headings and captions are included for convenience purposes only and shall not affect the interpretation of this agreement.

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9.9Notice. All notices, requests, demands and other communications permitted or required hereunder shall be in writing, and either (i) delivered in person, (ii) sent by express mail or other overnight delivery service providing receipt of delivery, or (iii) mailed by certified or registered mail, postage prepaid, return receipt requested as follows:

If to Company, addressed or	Perfumania Holdings, Inc.
delivered in person to:	35 Sawgrass Drive, Suite 2
	Bellport, New York 11713
	Attention: Michael W. Katz, Chief Executive Officer

If to the Holder addressed or delivered in person to:

or to such other address as either party may designate by notice in accordance with this Section.

Any such notice or communication, if given or made by prepaid, registered or certified mail or by recorded express delivery, shall be deemed to have been made when actually received.

9.10Gender and Pronouns. Throughout this Warrant Certificate, the masculine shall include the feminine and neuter and the singular shall include the plural and vice versa as the context requires.

9.11Entire Agreement. This Warrant Certificate constitutes the entire agreement of the parties and supersedes any and all other prior agreements, oral or written, with respect to the subject matter contained herein. There are no representations or warranties with respect to the subject matter of this Warrant Certificate other than as expressly set forth herein.

[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed and delivered as of the 18^th day of April, 2012.

PERFUMANIA HOLDINGS, INC.

By: ___________________________________

Name: Michael W. Katz

Title: President and Chief Executive Officer

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EXHIBIT A

EXERCISE NOTICE

[To be executed only upon exercise of the Warrants]

The undersigned registered owner of the Warrants irrevocably exercises the Warrants for the purchase of the number of shares of Common Stock of Perfumania Holdings, Inc. as is set forth below, and herewith makes payment therefor, all at the price and on the terms and conditions specified in the attached Warrant Certificate and requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name of and delivered to the person specified below whose address is set forth below, and, if such shares of Common Stock shall not include all of the shares of Common Stock now and hereafter issuable as provided in the attached Warrant Certificate, then Perfumania Holdings, Inc. shall, at its own expense, promptly issue to the undersigned a new Warrant Certificate of like tenor and date for the balance of the shares of Common Stock issuable thereunder.

Date:
Amount of Shares Purchased:
Aggregate Exercise Price:	$
Printed Name of Registered Holder:
Signature of Registered Holder:

NOTICE: The signature on this Exercise Notice must correspond with the name as written upon the face of the attached Warrant Certificate.

Stock Certificates to be issued and registered in the following name, and delivered to the following address:

(Name)

(Street Address)

(City) (State) (Zip Code)

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EXHIBIT B

ASSIGNMENT FORM

[To be executed only upon transfer of Warrants to a Permitted Transferee]

For value received, the undersigned Holder hereby sells, assigns and transfers unto the transferee named below the number of Warrants as is specified below, with respect to the attached Warrant Certificate dated ______________ ___, 2012, and appoints the chief executive officer of the Company, with full power of substitution, as attorney to transfer said Warrants on the books of the Company. Capitalized terms in the text hereof shall have the respective meanings ascribed to them in the attached Warrant Certificate.

Name of Permitted Transferee:

Address of Permitted Transferee:

Amount of Warrants Transferred:

The replacement Warrant Certificate for Warrants not transferred by the Holder is to be issued and registered in the name of the Holder and delivered to the following address:

Address of Holder:

Signature of Holder:

Date:

NOTICE: The signature on this Assignment must correspond with the name as written upon the face of the attached Warrant Certificate.

Signature of Holder Guaranteed:

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Company Contact:

Michael W. Katz

President and Chief Executive Officer

Perfumania Holdings, Inc.

631-866-4156

PERFUMANIA HOLDINGS, INC. AND PARLUX FRAGRANCES, INC.

SHAREHOLDERS APPROVE MERGER

BELLPORT, NY and FORT LAUDERDALE, FL, April 17, 2012 - Perfumania Holdings, Inc. (NASDAQ:PERF) and Parlux Fragrances, Inc. (NASDAQ:PARL) announced that, on April 17, 2012, their shareholders approved the merger of Parlux and a subsidiary of Perfumania, with 98.9% of the shares voted at the Parlux special meeting and 99.2% of the shares voted at the Perfumania special meeting voting in favor. The companies expect to consummate the merger as soon as the conditions to closing are satisfied.

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

Company Contact:

Michael W. Katz

President and Chief Executive Officer

Perfumania Holdings, Inc.

631-866-4156

PERFUMANIA HOLDINGS, INC. COMPLETES ACQUISITION OF

PARLUX FRAGRANCES, INC.

BELLPORT, NY, April 18, 2012 - Perfumania Holdings, Inc. (NASDAQ:PERF) announced today that it has completed its acquisition of Parlux Fragrances, Inc. (NASDAQ:PARL). The outstanding shares of Parlux common stock were converted into the right to receive cash and Perfumania common stock with an aggregate value of approximately $118 million and Parlux became a wholly-owned subsidiary of Perfumania. Trading in Parlux's common stock on the NASDAQ stock market terminated at market close on April 18, 2012.

Perfumania will issue approximately 6.014 million shares of its common stock and pay approximately $62.1 million in cash to the former Parlux shareholders. For each share of Parlux stock held at the effective time of the merger, Parlux shareholders will receive either (i) 0.533333 shares of Perfumania common stock or (ii) 0.20 shares of Perfumania common stock plus $4.00 in cash, depending on their elections. The newly issued Perfumania shares represent approximately 40% of Perfumania's issued and outstanding common stock after the merger.

Upon completion of the merger, Parlux directors Frederick E. Purches, Anthony D'Agostino, Esther Egozi Choukroun, Glenn Gopman and Robert Mitzman were elected to Perfumania's board of directors.

Mike Katz, Perfumania's President and Chief Executive Officer, said, “We are pleased with the strong support that both Perfumania and Parlux shareholders gave this transaction and are excited about the opportunity to create additional value for our shareholders, vendors, customers and employees. The combination of Perfumania and Parlux is a major step toward buildinga more significant and financially stronger designer fragrance and beauty products company. Parlux brings a wealth of products and expertise as a licensee, manufacturer and international distributor.”

Perfumania financed the cash portion of the merger consideration and transaction-related expenses by borrowing approximately $35.5 million under its senior secured credit facility and, on a subordinated basis, $30 million from family trusts of the Nussdorf family, who are principal shareholders of Perfumania.

Wells Fargo Securities and Financo Securities, LLC acted as financial advisors to Perfumania management and to the special committee of Perfumania's board of directors, respectively. Edwards Wildman Palmer LLP and Carlton Fields acted as legal counsel to Perfumania and its special committee, respectively. For the special committee of Parlux's board of directors, Peter J. Solomon Company acted as financial advisor and American Appraisal Associates, Inc. rendered a fairness opinion. Squire Sanders (US) LLP acted as legal counsel to Parlux and its special committee.

About Perfumania Holdings, Inc.

Perfumania Holdings, Inc. is an independent, national, vertically integrated wholesale distributor and specialty retailer of fragrances and related products doing business through six principal operating subsidiaries, including the new Parlux Fragrances LLC.