Common use of Exhibit A Clause in Contracts

Exhibit A. IRREVOCABLE PROXY The undersigned stockholder (the “Stockholder”) of Xxxxxx Xxxxxxxxxx, Inc., a Delaware corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by law) appoints [______________] and [_____________] of Perfumania Holdings, Inc. (“Parent”), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of the Company that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of the Company issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”) in accordance with the terms of this Irrevocable Proxy until the Expiration Date (as defined below). Upon the undersigned’s execution of this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date. This Irrevocable Proxy is irrevocable to the fullest extent permitted by law, is coupled with an interest and is granted pursuant to that certain Voting Agreement of even date herewith by and among Parent and the undersigned stockholder, and is granted in consideration of Parent entering into that certain Agreement and Plan of Merger of even date herewith (the “Merger Agreement”), among Parent, Merger Sub, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company. The Merger Agreement provides for, among other things, (i) the Company will merge with an into Merger Sub (the “Merger”) and (ii) except as otherwise provide in the Merger Agreement, each outstanding share of the common stock of the Company, $.01 par value per share (the “Company Common Stock”) will be converted into the right to receive the consideration set forth in the Merger Agreement.

Exhibit A. IRREVOCABLE PROXY Irrevocable Proxy The undersigned stockholder (the “Restricted Stockholder”) of Xxxxxx Xxxxxxxxxx, Autobytel Inc., a Delaware corporation (the “Company”), hereby irrevocably appoints and constitutes the Company’s Chief Executive Officer, Chief Financial Officer and Chief Legal Officer (to collectively, the fullest extent permitted by law) appoints [______________] and [_____________] of Perfumania Holdings, Inc. (“ParentProxyholders”), and each of themthem individually, as the sole and exclusive attorneys agents, attorneys-in-fact and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that of the undersigned is entitled to do so) undersigned’s rights with respect to all Shares (as defined in that certain Amended and Restated Stockholder Agreement dated as of the shares of capital stock of the October 1, 2015 by and between Company that now are or hereafter may be and Restricted Stockholder (“Stockholder Agreement”)) beneficially owned by the undersigned, and Restricted Stockholder (including any and all other shares or securities of the Company issued or issuable in respect thereof Shares acquired by Restricted Stockholder on or after the date hereof and before the date this proxy terminates) to vote the Shares as follows: The Proxyholders named above, or each of them individually, are empowered at any time before termination of this proxy to exercise all voting rights of the undersigned at any meeting (collectivelywhether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company, and in any action by written consent of the “Shares”) stockholders of the Company, in accordance with the terms recommendations of or instructions provided by the Company’s Board of Directors. The proxy granted by Restricted Stockholder to the Proxyholders hereby is granted as of the date of this Irrevocable Proxy until in order to secure the Expiration Date obligations of Restricted Stockholder set forth in Section 6.1 of the Stockholder Agreement and, as such, is coupled with an interest and is irrevocable in accordance with subdivision (e) of Section 212 of the Delaware General Corporation Law. This proxy shall survive the insolvency, incapacity, death, liquidation or dissolution of the undersigned and shall terminate as defined below)provided in Section 6.2 of the Stockholder Agreement in accordance with its terms. Upon the undersigned’s execution of this Irrevocable Proxyand delivery hereof, any and all prior proxies given by the undersigned with respect to any the Shares are hereby revoked revoked, and the undersigned agrees until such time as this proxy shall be terminated in accordance with its terms, Restricted Stockholder shall not purport to grant any subsequent proxies other proxy or power of attorney with respect to any Shares, deposit any of Shares into a voting trust or enter into any agreement, arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the Shares until after the Expiration Datevoting of any Shares. This Irrevocable Proxy is irrevocable to the fullest extent permitted by law, is coupled with an interest and is granted pursuant to that certain Voting Agreement Any obligation of even date herewith by and among Parent and the undersigned stockholderhereunder shall be binding upon the successors and assigns of the undersigned. Dated: ___, and is granted in consideration 2015 Restricted Stockholder ___________________________, a _______________________ By: Name:_____________________ Title: _____________________ Exhibit C Form of Parent entering into that certain Agreement and Plan of Merger of even date herewith Acquiror Warrant Autobytel Inc. WARRANT TO PURCHASE SERIES B JUNIOR PARTICIPATING CONVERTIBLE PREFERRED STOCK VOID AFTER 5:00 P.M., PACIFIC TIME, ON THE EXPIRATION DATE THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the “Merger AgreementSECURITIES ACT”), among ParentOR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, Merger SubSOLD OR OTHERWISE TRANSFERRED, a Delaware corporation and wholly-owned subsidiary of Parent ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS WITH RESPECT TO SUCH SECURITY IS THEN IN EFFECT, OR SUCH REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS IS NOT REQUIRED DUE TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION. SHOULD THERE BE ANY UNCERTAINTY OR DISAGREEMENT BETWEEN THE COMPANY AND THE HOLDER AS TO THE AVAILABILITY OF SUCH EXEMPTIONS, THEN THE HOLDER SHALL BE REQUIRED TO DELIVER TO THE COMPANY AN OPINION OF COUNSEL (SKILLED IN SECURITIES MATTERS, SELECTED BY THE HOLDER AND REASONABLY SATISFACTORY TO THE COMPANY) IN FORM AND SUBSTANCE SATISFACTORY TO COMPANY TO THE EFFECT THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR HYPOTHECATION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS. THE SECURITIES EVIDENCED HEREBY ARE SUBJECT TO AN AMENDED AND RESTATED STOCKHOLDER AGREEMENT DATED AS OF OCTOBER 1, 2015 (“Merger SubSTOCKHOLDER AGREEMENT”), and the Company. The Merger Agreement provides for, among other thingsAS MAY BE AMENDED FROM TIME TO TIME, (i) the Company will merge with an into Merger Sub A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SECURITIES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT AMENDED AND RESTATED STOCKHOLDER AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER, REPURCHASE RIGHTS, STANDSTILL PROVISIONS AND VOTING ARRANGEMENTS, INCLUDING AN IRREVOCABLE PROXY, SET FORTH THEREIN. THE SECURITIES EVIDENCED HEREBY ARE SUBJECT TO THE TERMS OF AN AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 1, 2015 (the “MergerMERGER AGREEMENT”) and (ii) except as otherwise provide in the Merger AgreementAND ARE SUBJECT TO VARIOUS RIGHTS OF OFFSET BY THE COMPANY UNDER THE MERGER AGREEMENT. Issuance Date: October 1, each outstanding share of the common stock of the Company, $.01 par value per share (the “Company Common Stock”) will be converted into the right to receive the consideration set forth in the Merger Agreement.2015

Exhibit A. IRREVOCABLE PROXY LOCK UP AGREEMENT August __, 2023 The Benchmark Company, LLC 000 Xxxx 00xx Xx., 17th Floor New York, NY 10155 Ladies and Gentlemen: The undersigned stockholder understands that you, as the Underwriter (the “StockholderUnderwriter”) of Xxxxxx Xxxxxxxxxxproposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with TFF Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby irrevocably (and certain stockholders of the Company named in Schedule V thereto relating to the fullest extent permitted by law) appoints [______________] and [_____________] a proposed offering of Perfumania Holdingsshares of common stock, Inc. par value $0.001 per share (“ParentCommon Stock”), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of the Company that now are (the “Offering”). All capitalized terms in this letter agreement not defined herein, shall have the meaning given to them in the Underwriting Agreement. In consideration of the foregoing, and in order to induce the Underwriter to participate in the Offering, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Underwriter (which consent may be withheld in its sole discretion), the undersigned will not, during the period (the “Lock-Up Period”) beginning on the date hereof and ending on the earlier of December 31, 2023 or hereafter (ii) the Company making a public release of (a) meaningful Phase 2 initial readout data and/or compassionate use data for TFF-VORI, and (b) meaningful Phase 2 initial readout data for TFF-TAC, (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission in respect of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock (including without limitation, shares of Common Stock which may be deemed to be beneficially owned by the undersigned, and any and all other shares or securities of the Company issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”) undersigned in accordance with the terms rules and regulations of this Irrevocable Proxy until the Expiration Date Securities and Exchange Commission and securities which may be issued upon exercise of a stock option, warrant or unit), (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, (3) make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for shares of Common Stock, or (4) publicly announce an intention to effect any transaction specified in clauses (1), (2) or (3) above. Notwithstanding the foregoing, the restrictions set forth in clause (1) and (2) above shall not apply to (a) transfers (i) as defined below). Upon a bona fide gift or gifts; provided that no filing by any party under Section 16(a) of the Exchange Act, shall be required or shall be made voluntarily during the Lock-up Period in connection with such transfer, (ii) if the undersigned is a natural person, by will or intestate succession upon the death of the undersigned or (iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; provided, in each case, that (x) the transferee agrees to be bound in writing by the restrictions set forth herein, and (y) any such transfer shall not involve a disposition for value, (b) the acquisition or exercise of any restricted stock, restricted stock unit or stock option issued pursuant to the Company’s existing Compensatory Plan, including any exercise of a stock option effected by the delivery of shares of Common Stock of the Company held by the undersigned, provided, that the restrictions set forth herein shall apply to any of the undersigned’s execution Common Stock issued upon such exercise, (c) the sale of Common Stock pursuant to a contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1 under the Exchange Act (a “Plan”) adopted at least thirty (30) days prior to the date of this Irrevocable ProxyAgreement and which Plan has not been modified during such thirty (30) day period, (d) any sale of common stock effected for purposes of funding a tax payment associated with the vesting of restricted stock or a restricted stock unit, and all (e) the establishment of any Plan; provided, that (i) no sales of the undersigned’s Common Stock or other securities shall be made pursuant to such a Plan prior proxies given to the expiration of the Lock-Up Period, and (ii) such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Securities and Exchange Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the undersigned, the Company or any other person, prior to the expiration of the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a sale or disposition of shares of Common Stock even if such securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put option or “put equivalent position” (within the meaning of Rule 16a-1(h) under the Exchange Act) or call option or call equivalent position) with respect to any Shares are hereby revoked and of the undersigned agrees not to grant any subsequent proxies shares of Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such shares. The undersigned hereby represents and warrants that the Shares until after undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred and any obligations of the Expiration Dateundersigned shall be binding upon the successors, assigns, heirs or personal Underwriter of the undersigned. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar or depositary against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions. This Irrevocable Proxy is irrevocable agreement may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., xxx.xxxxxxxx.xxx) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. The undersigned irrevocably (i) submits to the jurisdiction of any court of the State of New York for the purpose of any suit, action, or other proceeding arising out of this Agreement (each a “Proceeding”), (ii) agrees that all claims in respect of any Proceeding may be heard and determined in any such court, (iii) waives, to the fullest extent permitted by law, any immunity from jurisdiction of any such court or from any legal process therein, (iv) agrees not to commence any Proceeding other than in such courts, and (v) waives, to the fullest extent permitted by law, any claim that such Proceeding is coupled with brought in an interest inconvenient forum. The undersigned acknowledges that the Underwriter will rely on the representations and is granted pursuant to that certain Voting Agreement agreements of even date herewith by and among Parent and the undersigned stockholder, and is granted contained in consideration of Parent this agreement in connection with entering into that certain the Underwriting Agreement and Plan performing the obligations of Merger the Underwriter thereunder. With respect to the Offering, the undersigned waives any registration rights relating to registration under the Securities Act of even date herewith the offer and sale of any Common Stock owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. The undersigned understands that, if the Underwriting Agreement is not executed by August 31, 2023, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the securities to be sold thereunder, then this Lock-Up Agreement shall be void and of no further force or effect. Very truly yours, Printed Name of Holder By: Signature Printed Name of Person Signing (and indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity) EXHIBIT B UNDERWRITER WARRANT AGREEMENT THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING AUGUST ___, 2023 (THE “Merger AgreementEFFECTIVE DATE”) TO ANYONE OTHER THAN (I) THE BENCHMARK COMPANY, LLC, OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), among ParentOR (II) THE OFFICERS OR PARTNERS, Merger SubREGISTERED PERSONS OR AFFILIATES OF THE BENCHMARK COMPANY, a Delaware corporation and wholly-owned subsidiary LLC. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO FEBRUARY ___, 2024. VOID AFTER 5:00 P.M., EASTERN TIME, AUGUST ____, 2028. COMMON STOCK PURCHASE WARRANT For the Purchase of Parent (“Merger Sub”)______ Shares of Common Stock of TFF Pharmaceuticals, and the Company. The Merger Agreement provides for, among other things, (i) the Company will merge with an into Merger Sub (the “Merger”) and (ii) except as otherwise provide in the Merger Agreement, each outstanding share of the common stock of the Company, $.01 par value per share (the “Company Common Stock”) will be converted into the right to receive the consideration set forth in the Merger Agreement.Inc.

Exhibit A. IRREVOCABLE PROXY The undersigned stockholder (the “Stockholder”) of Xxxxxx XxxxxxxxxxPerfumania Holdings, Inc., a Delaware corporation Inc. (the “CompanyParent”), ) hereby irrevocably (to the fullest extent permitted by law) appoints [______________] and [_____________] of Perfumania HoldingsXxxxxx Xxxxxxxxxx, Inc. Inc., a Delaware corporation (the “ParentCompany”), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of the Company Parent that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of the Company Parent issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”) in accordance with the terms of this Irrevocable Proxy until the Expiration Date (as defined below). Upon the undersigned’s execution of this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date. This Irrevocable Proxy is irrevocable to the fullest extent permitted by law, is coupled with an interest and is granted pursuant to that certain Voting Agreement of even date herewith by and among Parent the Company and the undersigned stockholder, and is granted in consideration of Parent the Company entering into that certain Agreement and Plan of Merger of even date herewith (the “Merger Agreement”), among Parent, Merger Sub, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company. The Merger Agreement provides for, among other things, (i) the Company will merge with an into Merger Sub (the “Merger”) and (ii) except as otherwise provide in the Merger Agreement, each outstanding share of the common stock of the Company, $.01 par value per share (the “Company Common Stock”) will be converted into the right to receive the consideration set forth in the Merger Agreement.

Exhibit A. IRREVOCABLE PROXY ACKNOWLEDGMENT AND CONSENT The undersigned stockholder undersigned, as a party to one or more Loan Documents, as defined in the Debtor-in-Possession Credit and Security Agreement dated as of November 19, 2007 (as heretofore amended or otherwise modified, the “StockholderCredit Agreement”) of Xxxxxx Xxxxxxxxxx), Inc.by and among XXXX & XXXXXX, INC., a Delaware corporation corporation, as a debtor and debtor-in-possession under the US Bankruptcy Code (the “Company”), hereby irrevocably (to the fullest extent permitted by law) appoints [______________] and [_____________] of Perfumania Holdings, Inc. (“Parent”), and each of themXXXX & TALBOT LTD., a Canadian corporation, as a debtor and debtor-in-possession under the sole US Bankruptcy Code, and exclusive attorneys as a debtor company under the CCAA (the “Borrower”), the Guarantors set forth on the signature pages thereto, the several banks and proxies of other financial institutions or entities from time to time parties thereto (the undersigned“Lenders”), XXXXX FARGO FINANCIAL CORPORATION CANADA, a Nova Scotia unlimited liability company, as administrative agent (in such capacity, together with full power of substitution its permitted successors and resubstitutionassigns, to vote the “Administrative Agent”), ABLECO FINANCE LLC, as Collateral Agent (in such capacity, together with its permitted successors and exercise all voting assigns, the “Collateral Agent”), and related rights ABLECO FINANCE LLC, as Term Loan B Agent (in such capacity, together with its permitted successors and assigns, the “Term Loan B Agent” and together with the Administrative Agent and the Collateral Agent, each an “Agent” and collectively, the “Agents”), hereby (i) acknowledges and consents to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of the Company that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of the Company issued or issuable in respect thereof on or after First Amendment dated the date hereof (the “Amendment”, all terms defined therein being used herein as defined therein) to the Credit Agreement; (ii) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Second Amendment Effective Date all references in any such Loan Documents to “the Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Credit Agreement shall mean the Credit Agreement as amended by the Amendment; and (iii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Collateral Agent, for the benefit of the Secured Parties, or to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in or lien on, any collateral as security for the obligations of any Guarantor from time to time existing in respect of the Loan Documents, such pledge, assignment and/or grant of a security interest or lien is hereby ratified and confirmed in all respects as security for, in addition to the other obligations secured thereby, all obligations of such Guarantors outstanding upon the taking effect of the Amendment. Dated: as of February 14, 2008 [signature pages follow] XXXX & XXXXXX SPEARFISH LIMITED PARTNERSHIP, as a Debtor and Debtor-in-Possession under the US Bankruptcy Code By: XXXX & TALBOT LTD., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA, as its General Partner By: /s/ R. Xxxx Xxxxxx Name: R. Xxxx Xxxxxx Title: VP & CFO PENN TIMBER, INC., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA By: /s/ R. Xxxx Xxxxxx Name: R. Xxxx Xxxxxx Title: VP & CFO XXXX & XXXXXX RELOCATION SERVICES, INC., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA By: /s/ R. Xxxx Xxxxxx Name: R. Xxxx Xxxxxx Title: VP & CFO P&T POWER COMPANY, as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA By: /s/ R. Xxxx Xxxxxx Name: R. Xxxx Xxxxxx Title: VP & CFO XXXX & TALBOT PULP SALES U.S., INC., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA By: /s/ R. Xxxx Xxxxxx Name: R. Xxxx Xxxxxx Title: VP & CFO XXXX & XXXXXX LUMBER SALES, INC., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA By: /s/ R. Xxxx Xxxxxx Name: R. Xxxx Xxxxxx Title: VP & CFO MACKENZIE PULP LAND LTD., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA By: /s/ R. Xxxx Xxxxxx Name: R. Xxxx Xxxxxx Title: VP & CFO P&T LFP INVESTMENT LIMITED PARTNERSHIP, as a Debtor and Debtor-in-Possession under the US Bankruptcy Code By: P&T FUNDING LTD., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA, as its General Partner By: /s/ R. Xxxx Xxxxxx Name: R. Xxxx Xxxxxx Title: VP & CFO P&T FUNDING LTD., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA By: /s/ R. Xxxx Xxxxxx Name: R. Xxxx Xxxxxx Title: VP & CFO P&T FINANCE ONE LIMITED PARTNERSHIP, as a Debtor and Debtor-in-Possession under the US Bankruptcy Code By: PENN TIMBER, INC., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA, as its General Partner By: /s/ R. Xxxx Xxxxxx Name: R. Xxxx Xxxxxx Title: VP & CFO P&T FINANCE TWO LIMITED PARTNERSHIP, as a Debtor and Debtor-in-Possession under the US Bankruptcy Code By: PENN TIMBER, INC., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA, as its General Partner By: /s/ R. Xxxx Xxxxxx Name: R. Xxxx Xxxxxx Title: VP & CFO P&T FACTORING LIMITED PARTNERSHIP as a Debtor and Debtor-in-Possession under the US Bankruptcy Code By: XXXX & XXXXXX PULP SALES U.S., INC., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA, as its Managing General Partner By: /s/ R. Xxxx Xxxxxx Name: R. Xxxx Xxxxxx Title: VP & CFO P&T FINANCE THREE LLC, as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA By: XXXX & TALBOT LTD., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA, as its Manager By: /s/ R. Xxxx Xxxxxx Name: R. Xxxx Xxxxxx Title: VP & CFO Final Version EXHIBIT B FORM OF THIRD AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AND SECURITY AGREEMENT THIRD AMENDMENT, dated as of February __, 2008 (this “Amendment”), to the Debtor-in-Possession Credit and Security Agreement, dated as of November 19, 2007, as amended by the First Amendment and Waiver to Debtor-In-Posssession Credit and Security Agreement, dated as of December 20, 2007, as further amended by the Second Amendment to Debtor-In-Posssession Credit and Security Agreement, dated as of February 14, 2008 (as heretofore amended or otherwise modified, the “Credit Agreement”), by and among XXXX & XXXXXX, INC., a Delaware corporation, as a debtor and debtor-in-possession under the US Bankruptcy Code and as a debtor company under the CCAA (the “Parent”), XXXX & TALBOT LTD., a Canadian corporation, as a debtor and debtor-in-possession under the US Bankruptcy Code, and as a debtor company under the CCAA (the “Borrower”), the Guarantors set forth on the signature pages thereto, the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), XXXXX FARGO FINANCIAL CORPORATION CANADA, a Nova Scotia unlimited liability company, as administrative agent (in such capacity, together with its permitted successors and assigns, the “Administrative Agent”), ABLECO FINANCE LLC, as Collateral Agent (in such capacity, together with its permitted successors and assigns, the “Collateral Agent”), and ABLECO FINANCE LLC, as Term Loan B Agent (in such capacity, together with its permitted successors and assigns, the “Term Loan B Agent” and together with the Administrative Agent and the Collateral Agent, each an “Agent” and collectively, the “Shares”) in accordance with the terms of this Irrevocable Proxy until the Expiration Date (as defined below). Upon the undersigned’s execution of this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date. This Irrevocable Proxy is irrevocable to the fullest extent permitted by law, is coupled with an interest and is granted pursuant to that certain Voting Agreement of even date herewith by and among Parent and the undersigned stockholder, and is granted in consideration of Parent entering into that certain Agreement and Plan of Merger of even date herewith (the “Merger AgreementAgents”), among Parent, Merger Sub, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company. The Merger Agreement provides for, among other things, (i) the Company will merge with an into Merger Sub (the “Merger”) and (ii) except as otherwise provide in the Merger Agreement, each outstanding share of the common stock of the Company, $.01 par value per share (the “Company Common Stock”) will be converted into the right to receive the consideration set forth in the Merger Agreement.

Exhibit A. IRREVOCABLE PROXY The undersigned stockholder By its execution hereof, and in order to secure its obligations under the Stockholders’ Agreement of even date herewith (the “StockholderAgreement”) of Xxxxxx Xxxxxxxxxxamong NuCO2 Acquisition Corp., a Delaware corporation, NuCO2 Inc., a Delaware Florida corporation (the “Company”), the stockholders of the Company listed on the signature pages thereto and the undersigned, the undersigned hereby irrevocably (revokes all previous proxies and appoints NuCO2 Acquisition Corp. and its duly appointed successors as proxy holder to attend and with the fullest extent permitted by law) appoints [______________] and [_____________] power to vote, at any duly called meeting of Perfumania Holdingsstockholders of the Company, Inc. (“Parent”)or in any other circumstance upon which the vote or other approval of holders of Company Common Stock is sought, and each of them, as the sole and exclusive attorneys and proxies all of the undersigned’s Owned Shares, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that same effect as if the undersigned is entitled had personally attended the meeting or had personally voted the shares or had personally signed the written consent, in the manner provided in Section 3 of the Agreement. The undersigned further appoints NuCO2 Acquisition Corp. and its duly appointed successors to do so) act as the undersigned’s representative and attorney in fact with respect to directing, or causing, the vote of all of the shares Owned Shares: (i) in favor of capital stock the Merger, the adoption of the Merger Agreement and each other action contemplated by the Merger Agreement and any actions required in furtherance hereof or thereof and (ii) against the adoption of any Acquisition Proposal. The undersigned authorizes and directs the proxy holder to file this proxy appointment with the secretary of the Company that now are or hereafter may be beneficially owned by and authorizes the undersigned, proxy holder to substitute another person as proxy holder and any and all other shares or securities to file the substitution instrument with the secretary of the Company issued or issuable Company. Capitalized terms used herein without definition shall have the meanings assigned to them in respect thereof on or after the date hereof (collectively, the “Shares”) in accordance with the terms of this Irrevocable Proxy until the Expiration Date (as defined below). Upon the undersigned’s execution of this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration DateAgreement. This Irrevocable Proxy is irrevocable to the fullest extent permitted by law, proxy is coupled with an interest and irrevocable until the Effective Time, the termination of the Agreement or such other time as is granted pursuant to that certain Voting provided in the Agreement. This proxy terminates upon termination of the Agreement of even date herewith by and among Parent and the undersigned stockholder, and is granted in consideration of Parent entering into that certain Agreement and Plan of Merger of even date herewith (subject to the “Merger Agreement”), among Parent, Merger Sub, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company. The Merger Agreement provides for, among other things, (i) the Company will merge with an into Merger Sub (the “Merger”) and (ii) except as otherwise provide in the Merger Agreement, each outstanding share of the common stock of the Company, $.01 par value per share (the “Company Common Stock”) will be converted into the right to receive the consideration limitations set forth in the Merger Agreement.therein. Dated: January 29, 2008 STOCKHOLDERS: /s/ Mxxxxxx X. XxXxxxxxxx /s/ Rxxxxx X. Xxxxx /s/ Sxxxxx X. Xxxxxxxx /s/ Dxxxxx Xxxxxx /s/ J. Rxxxxx Xxxxxx /s/ Cxxxxxxxxxx Xxxxx /s/ Rxxxx Gold /s/ Exxx Xxxxxxxx /s/ Rxxxxx Xxxxxx /s/ Sxxxx Xxxx

Exhibit A. IRREVOCABLE PROXY ACKNOWLEDGMENT AND CONSENT The undersigned stockholder undersigned, as a party to one or more Loan Documents, as defined in the Debtor-in-Possession Credit and Security Agreement dated as of November 19, 2007 (as heretofore amended or otherwise modified, the “StockholderCredit Agreement”) of Xxxxxx Xxxxxxxxxx), Inc.by and among XXXX & XXXXXX, INC., a Delaware corporation corporation, as a debtor and debtor-in-possession under the US Bankruptcy Code (the “Company”), hereby irrevocably (to the fullest extent permitted by law) appoints [______________] and [_____________] of Perfumania Holdings, Inc. (“Parent”), and each of themXXXX & TALBOT LTD., a Canadian corporation, as a debtor and debtor-in-possession under the sole US Bankruptcy Code, and exclusive attorneys as a debtor company under the CCAA (the “Borrower”), the Guarantors set forth on the signature pages thereto, the several banks and proxies of other financial institutions or entities from time to time parties thereto (the undersigned“Lenders”), XXXXX FARGO FINANCIAL CORPORATION CANADA, a Nova Scotia unlimited liability company, as administrative agent (in such capacity, together with full power of substitution its permitted successors and resubstitutionassigns, to vote the “Administrative Agent”), ABLECO FINANCE LLC, as Collateral Agent (in such capacity, together with its permitted successors and exercise all voting assigns, the “Collateral Agent”), and related rights ABLECO FINANCE LLC, as Term Loan B Agent (in such capacity, together with its permitted successors and assigns, the “Term Loan B Agent” and together with the Administrative Agent and the Collateral Agent, each an “Agent” and collectively, the “Agents”), hereby (i) acknowledges and consents to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of the Company that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of the Company issued or issuable in respect thereof on or after First Amendment dated the date hereof (collectively, the “SharesAmendment”) in accordance with the , all terms of this Irrevocable Proxy until the Expiration Date (defined therein being used herein as defined below). Upon the undersigned’s execution of this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect therein) to the Shares until after the Expiration Date. This Irrevocable Proxy is irrevocable to the fullest extent permitted by law, is coupled with an interest and is granted pursuant to that certain Voting Agreement of even date herewith by and among Parent and the undersigned stockholder, and is granted in consideration of Parent entering into that certain Agreement and Plan of Merger of even date herewith (the “Merger Credit Agreement”), among Parent, Merger Sub, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company. The Merger Agreement provides for, among other things, (i) the Company will merge with an into Merger Sub (the “Merger”) and ; (ii) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Fifth Amendment Effective Date all references in any such Loan Documents to “the Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Credit Agreement shall mean the Credit Agreement as otherwise provide in amended by the Merger AgreementAmendment; and (iii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Collateral Agent, each outstanding share for the benefit of the common stock Secured Parties, or to grant to the Collateral Agent, for the benefit of the CompanySecured Parties, $.01 par value per share (a security interest in or lien on, any collateral as security for the “Company Common Stock”) will be converted into obligations of any Guarantor from time to time existing in respect of the right Loan Documents, such pledge, assignment and/or grant of a security interest or lien is hereby ratified and confirmed in all respects as security for, in addition to receive the consideration set forth in other obligations secured thereby, all obligations of such Guarantors outstanding upon the Merger Agreementtaking effect of the Amendment. Dated: as of April 25, 2008 XXXX & XXXXXX SPEARFISH LIMITED PARTNERSHIP, as a Debtor and Debtor-in-Possession under the US Bankruptcy Code By: XXXX & TALBOT LTD., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA, as its General Partner By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: President & CEO PENN TIMBER, INC., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: President & CEO XXXX & XXXXXX RELOCATION SERVICES, INC., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: President & CEO P&T POWER COMPANY, as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: President & CEO XXXX & TALBOT PULP SALES U.S., INC., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: President & CEO XXXX & XXXXXX LUMBER SALES, INC., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: President & CEO MACKENZIE PULP LAND LTD., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: President & CEO P&T LFP INVESTMENT LIMITED PARTNERSHIP, as a Debtor and Debtor-in-Possession under the US Bankruptcy Code By: P&T FUNDING LTD., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA, as its General Partner By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: President & CEO P&T FUNDING LTD., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: President & CEO P&T FINANCE ONE LIMITED PARTNERSHIP, as a Debtor and Debtor-in-Possession under the US Bankruptcy Code By: PENN TIMBER, INC., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA, as its General Partner By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: President & CEO P&T FINANCE TWO LIMITED PARTNERSHIP, as a Debtor and Debtor-in-Possession under the US Bankruptcy Code By: PENN TIMBER, INC., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA, as its General Partner By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: President & CEO P&T FACTORING LIMITED PARTNERSHIP as a Debtor and Debtor-in-Possession under the US Bankruptcy Code By: XXXX & XXXXXX PULP SALES U.S., INC., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA, as its Managing General Partner By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: President & CEO P&T FINANCE THREE LLC, as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA By: XXXX & TALBOT LTD., as a Debtor and Debtor-in-Possession under the US Bankruptcy Code and as a debtor company under the CCAA, as its Manager By: /s/ Xxxxxx Xxxxxxx

Exhibit A. IRREVOCABLE PROXY The undersigned stockholder (the “Stockholder”) of Xxxxxx XxxxxxxxxxSoftQuad Software, Inc.Ltd., a Delaware corporation ("SoftQuad") or of SoftQuad Acquisition Corp. with the “Company”)right to vote with SoftQuad stockholders, hereby irrevocably (to the fullest extent permitted provided by law, but subject to automatic termination and revocation as provided below) appoints [Corel Corporation, a Canadian corporation ("Corel"), or any designee of Corel, the attorney and proxy of the undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to the shares of capital stock of SoftQuad owned beneficially or of record by the undersigned, which shares are listed in Schedule A to the Proxy and Voting Agreement dated as of August ____, 2001, among Corel, Calgary II Acquisition Corp., SoftQuad and the individual stockholders listed on Schedule A thereto, as the same may be amended from time to time (the "Proxy and Voting Agreement", capitalized terms not otherwise defined herein being used herein as therein defined), and any and all other shares or securities of SoftQuad issued or issuable with respect thereof or otherwise acquired by the undersigned stockholders on or after the date hereof, until the termination date specified in the Proxy and Voting Agreement (the "Shares"). Upon the execution hereof, all prior proxies given by the undersigned with respect to the Shares are hereby revoked and no subsequent proxies will be given as to the matters covered hereby prior to the earlier of the date of termination of the Proxy and Voting Agreement pursuant to Section 16 thereof (the "Termination Date") and the Closing Date of the Merger Agreement (such earlier date being hereinafter referred to as the "Proxy Termination Date"). This proxy is irrevocable (to the fullest extent provided by law, but subject to automatic termination and revocation as provided below), coupled with an interest, and is granted in connection with the Proxy and Voting Agreement, and is granted in consideration of the undersigned stockholders entering into the Merger Agreement referred to therein. The attorney and proxy named above will be empowered at any time prior to the Proxy Termination Date to exercise all voting and other rights with respect to the Shares (including, without limitation, the power to execute and deliver written consents with respect to the Shares) of the undersigned at every annual, special or adjourned meeting of stockholders of SoftQuad held prior to the Proxy Termination Date and in connection with every solicitation of written consents in lieu of such a meeting prior to the Proxy Termination Date, or otherwise, to the extent that any of the following matters is considered and voted on at any such meeting or in connection with any such consent solicitation: (i) approval of the Merger Agreement, the execution and delivery by SoftQuad of the Merger Agreement and the approval of the terms thereof and each of the further actions contemplated by the Merger Agreement, and any actions required in furtherance thereof; (ii) against any action, any failure to act, or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of SoftQuad or the undersigned under the Merger Agreement or the Proxy and Voting Agreement (before giving effect to any materiality or similar qualifications contained therein); (iii) against any Alternative Proposal (as defined in the Merger Agreement) and (iv) in favor of any other matter necessary for the consummation of the transactions contemplated by the Merger Agreement. The attorney and proxy named above may only exercise this proxy to vote the Shares subject hereto in accordance with the preceding paragraph, and may not exercise this proxy in respect of any other matter. The undersigned may vote the Shares (or grant one or more proxies to vote the Shares) on all other matters. Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned stockholders. This proxy is irrevocable and coupled with an interest, but shall automatically terminate and be revoked and be of no further force and effect on and after the Proxy Termination Date. This proxy is governed by and shall be construed in accordance with the laws of the State of Delaware. Dated: August ____, 2001 By: Name: Title: Number of Class A Stock : ______________] and [____ Number of Class B Stock:__________________ Number of Common Stock:_________________ Number of Special Warrants:________________ Number of Exchangeable Shares: _ Number of Options:_______________________ Number of Warrants:______________________ Record Holder(s): By: Name: Title: Number of Class A Stock __________________ Number of Class B Stock:__________________ Number of Common Stock:__________________ Number of Special Warrants:________________ Number of Exchangeable Shares: __ Number of Options:_______________________ Number of Warrants:______________________ Record Holder(s): By: Name: Title: Number of Class A Stock:___________________ Number of Class B Stock:__________________ Number of Common Stock:_________________ Number of Special Warrants:________________ Number of Exchangeable Shares: __ Number of Options:_______________________ Number of Warrants:_______________________ Record Holder(s): EXHIBIT B [Form of Affiliate's Agreement] [Datel Ladies and Gentlemen: I have been advised that as of Perfumania Holdings, Inc. (“Parent”), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of the Company that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of the Company issued or issuable in respect thereof on or after the date hereof I may be deemed to be an "affiliate" of SoftQuad Software, Ltd., a Delaware corporation (collectively"SoftQuad"), as that term is defined for purposes of paragraphs (c) and (d) of Rule 145 of the “Shares”rules and regulations (the "Rules and Regulations") in accordance with of the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"). Neither my entering into this agreement, nor anything contained herein, shall be deemed an admission on my part that I am such an "affiliate". Pursuant to the terms of this Irrevocable Proxy until the Expiration Date (as defined below). Upon the undersigned’s execution of this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date. This Irrevocable Proxy is irrevocable to the fullest extent permitted by law, is coupled with an interest and is granted pursuant to that certain Voting Agreement of even date herewith by and among Parent and the undersigned stockholder, and is granted in consideration of Parent entering into that certain Agreement and Plan of Merger dated as of even date herewith August 7, 2001 (the “"Merger Agreement”"), among ParentCorel Corporation, Merger Suba Canadian corporation ("Corel"), Corel II Acquisition Co., a Delaware corporation and wholly-wholly owned subsidiary of Parent by Corel (“Merger "Sub”"), and the Company. The Merger Agreement provides for, among other things, (i) the Company SoftQuad; SoftQuad will merge be merged with an and into Merger Sub (the “"Merger”) "), and as a result of the Merger, I will be entitled to receive shares of Corel's Common Stock (ii) except the "Corel Securities"), in exchange for the shares of common stock, par value $.001 per share, and shares of preferred stock par value $.001 per share and shares of exchangeable stock par value, of SoftQuad owned by me at the Effective Time (as otherwise provide defined in the Merger Agreement, each outstanding share ) of the common stock of the CompanyMerger. I represent, $.01 par value per share (the “Company Common Stock”) will be converted into the right warrant and covenant to receive the consideration set forth Corel that in the Merger Agreement.such event:

Exhibit A. IRREVOCABLE PROXY Notice of Redemption The undersigned stockholder Limited Partner or Assignee hereby irrevocably (i) redeems __________ Common Units in Paramount Group Operating Partnership LP in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of Paramount Group Operating Partnership LP (the “StockholderAgreement”) and the Redemption Right referred to therein; (ii) surrenders such Common Units and all right, title and interest therein; and (iii) directs that the Cash Amount or REIT Shares Amount (as determined by the General Partner) deliverable upon exercise of Xxxxxx Xxxxxxxxxx, Inc., a Delaware corporation (the “Company”), hereby irrevocably (Redemption Right be delivered to the fullest extent permitted by lawaddress specified below, and if REIT Shares are to be delivered, such REIT Shares be registered or placed in the name(s) appoints [and at the address(es) specified below. The undersigned hereby, represents, warrants, and certifies that the undersigned (a) has marketable and unencumbered title to such Common Units, free and clear of the rights or interests of any other Person; (b) has the full right, power, and authority to redeem and surrender such Common Units as provided herein; and (c) has obtained the consent or approval of all Persons, if any, having the right to consent or approve such redemption and surrender. All capitalized terms used herein and not otherwise defined shall have the same meaning ascribed to them respectively in the Agreement. Dated:______________] and [___________ Name of Limited Partner or Assignee:_____________] _______________________ Please Print (Signature of Perfumania HoldingsLimited Partner or Assignee) (Street Address) (City) (State) (Zip Code) Medallion Guarantee: If REIT Shares are to be issued, Inc. (“Parent”), and each of them, as the sole and exclusive attorneys and proxies issue to: Name:_________________________________ Please insert social security or identifying number:__________________ ACTIVE/104666890.9 Exhibit B LTIP Units The following are certain additional terms of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of the Company that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of the Company issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”) in accordance with the terms of this Irrevocable Proxy until the Expiration Date (as defined below). Upon the undersigned’s execution of this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date. This Irrevocable Proxy is irrevocable to the fullest extent permitted by law, is coupled with an interest and is granted pursuant to that certain Voting Agreement of even date herewith by and among Parent and the undersigned stockholder, and is granted in consideration of Parent entering into that certain Agreement and Plan of Merger of even date herewith (the “Merger Agreement”), among Parent, Merger Sub, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company. The Merger Agreement provides for, among other things, (i) the Company will merge with an into Merger Sub (the “Merger”) and (ii) except as otherwise provide in the Merger Agreement, each outstanding share of the common stock of the Company, $.01 par value per share (the “Company Common Stock”) will be converted into the right to receive the consideration set forth in the Merger Agreement.LTIP Units:

Exhibit A. IRREVOCABLE PROXY The undersigned stockholder (BILL OF SALE Pursuant to the “Stockholder”) terms of Xxxxxx Xxxxxxxxxxthat certain Asset Purchase Agreement entered into by and among HUMBL, Inc., a Delaware corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by law) appoints [______________] and [_____________] of Perfumania Holdings, Inc. (“ParentSeller”), and each Avrio Worldwide, PBC (“Buyer”), dated as of themJanuary __, as 2024 (the sole “Purchase Agreement”), and exclusive attorneys for the consideration specified therein, Seller does hereby grant, bargain, transfer, sell, assign, convey and proxies of the undersigneddeliver to Buyer), with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares Acquired Assets as defined in the Purchase Agreement, and all of capital stock Seller’s rights, title and interests with respect thereto, including, without limitation, those items referenced in Schedule 1 attached to the Purchase Agreement. Seller hereby represents and warrants that Seller is the sole legal owner of the Company Acquired Assets and that now the Acquired Assets are or hereafter may be beneficially owned by free from all liens, claims and encumbrances. Seller warrant and agree to defend Bxxxx’s title to the undersigned, Acquired Assets against the claims and any demands of all persons. Seller makes the additional representations and all other shares or securities of the Company issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”) in accordance with the terms of this Irrevocable Proxy until the Expiration Date (as defined below). Upon the undersigned’s execution of this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies warranties with respect to the Shares until after the Expiration Date. This Irrevocable Proxy is irrevocable to the fullest extent permitted by law, is coupled with an interest and is granted pursuant to that certain Voting Agreement of even date herewith by and among Parent and the undersigned stockholder, and is granted in consideration of Parent entering into that certain Agreement and Plan of Merger of even date herewith (the “Merger Agreement”), among Parent, Merger Sub, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company. The Merger Agreement provides for, among other things, (i) the Company will merge with an into Merger Sub (the “Merger”) and (ii) except Acquired Assets as otherwise provide in the Merger Agreement, each outstanding share of the common stock of the Company, $.01 par value per share (the “Company Common Stock”) will be converted into the right to receive the consideration set forth in the Merger Purchase Agreement. Seller, for themselves and their successors and assigns, hereby covenant and agree that, at any time and from time to time forthwith upon the written request of Bxxxx, Seller will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, each and all of such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may reasonably be required by Bxxxx in order to assign, transfer, set over, convey, assure and confirm unto and vest in Buyer, its successors and assigns, title to the Acquired Assets sold, conveyed, transferred and delivered by this Bill of Sale. This Bill of Sale may be executed in one or more counterparts (and by different parties or separate counterparts), each of which shall be deemed an original and all of which, when taken together, shall constitute one instrument. Digital copies of counterpart signature pages will be conclusive evidence of execution. Effective as of the date first set forth above. SELLER: HUMBL, Inc. By: Bxxxx Xxxxx, CEO BUYER: Avrio Worldwide PBC By: Lxxxxxxx Xxxxxxxxxxx, CEO EXHIBIT B TRADEMARK ASSIGNMENT AGREEMENT This Trademark Assignment Agreement (the “Agreement”) is entered into this 23rd day of February, 2024 (the “Effective Date”) by and between HUMBL Inc. a corporation duly organized and existing under the laws of Delaware (“Assignor”) and Avrio Worldwide, PBC . a public benefit corporation duly organized and existing under the laws of the State of Delaware (“Assignee”).

Exhibit A. IRREVOCABLE PROXY SUBSCRIPTION FORM The undersigned stockholder hereby irrevocably subscribes for _______ shares of the Common Stock (the “StockholderStock”) of Xxxxxx Xxxxxxxxxx, Inc., a Delaware corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by law) appoints [__________________ (the “Company”) pursuant to and in accordance with the terms and conditions of the attached Warrant No. __ (the “Warrant”), and hereby makes payment of $_______ therefor by [tendering cash, wire transferring or delivering a certified check or bank cashier’s check, payable to the order of the Company] [surrendering _______ shares of Common Stock received upon exercise of the Warrant, which shares have an aggregate fair market value equal to such payment as required in Section 2 of the Warrant]. The undersigned requests that a certificate for the Stock be issued in the name of the undersigned and [be delivered to the undersigned at the address stated below. If the Stock is not all of the shares purchasable pursuant to the Warrant, the undersigned requests that a new Warrant of like tenor for the balance of the remaining shares purchasable thereunder be delivered to the undersigned at the address stated below. In connection with the issuance of the Stock, I hereby represent to the Company that I am acquiring the Stock for my own account for investment and not with a view to, or for resale in connection with, a distribution of the shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). I understand that if at this time the Stock has not been registered under the Securities Act, I must hold such Stock indefinitely unless the Stock is subsequently registered and qualified under the Securities Act or is exempt from such registration and qualification. I shall make no transfer or disposition of the Stock unless (a) such transfer or disposition can be made without registration under the Securities Act by reason of a specific exemption from such registration and such qualification, or (b) a registration statement has been filed pursuant to the Securities Act and has been declared effective with respect to such disposition. I agree that each certificate representing the Stock delivered to me shall bear substantially the same as set forth on the front page of the Warrant. I further agree that the Company may place stop transfer orders with its transfer agent same effect as the above legend. The legend and stop transfer notice referred to above shall be removed only upon my furnishing to the Company an opinion of counsel (reasonably satisfactory to the Company) to the effect that such legend may be removed. Date:_____________] of Perfumania Holdings__________________ Signed: _______________________________ Print Name:____________________________ Address:______________________________ Warrant Exhibit B ASSIGNMENT For Value Received Jxxx Xxxxxx Financial, Inc. (“Parent”)hereby sells, assigns and each of them, as transfers to _________________________ the sole Warrant No. __ attached hereto and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, rights represented thereby to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the purchase _________ shares of capital stock of the Company that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of the Company issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”) Common Stock in accordance with the terms of this Irrevocable Proxy until the Expiration Date (as defined below). Upon the undersigned’s execution of this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date. This Irrevocable Proxy is irrevocable to the fullest extent permitted by law, is coupled with an interest and is granted pursuant to that certain Voting Agreement of even date herewith by and among Parent and the undersigned stockholderconditions hereof, and is granted in consideration does hereby irrevocably constitute and appoint ___________________________ as attorney to transfer such Warrant on the books of Parent entering into that certain Agreement and Plan of Merger of even date herewith (the “Merger Agreement”), among Parent, Merger Sub, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company. The Merger Agreement provides for, among other things, (i) the Company will merge with an into Merger Sub (the “Merger”) and (ii) except as otherwise provide in the Merger Agreement, each outstanding share full power of the common stock of the Company, $.01 par value per share (the “Company Common Stock”) will be converted into the right to receive the consideration set forth in the Merger Agreementsubstitution.

Exhibit A. IRREVOCABLE PROXY Lock-up Agreement ----------------- Xxxxxx Xxxxxxx & Co. Incorporated Xxxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxx Partners LLC c/o Morgan Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Dear Sirs and Mesdames: The undersigned stockholder understands that Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx") proposes to enter into an Underwriting Agreement (the “Stockholder”"Underwriting Agreement") of Xxxxxx Xxxxxxxxxxwith Avenue A, Inc., a Delaware Washington corporation (the “"Company”"), hereby irrevocably providing for the public offering (to the fullest extent permitted "Public Offering") by law) appoints [______________] and [_____________] of Perfumania Holdingsthe several Underwriters, Inc. including Xxxxxx Xxxxxxx (“Parent”the "Underwriters"), and each of them, as shares (the sole and exclusive attorneys and proxies "Shares") of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights Common Stock (to the full extent that the undersigned is entitled to do so$0.01 par value per share) with respect to all of the shares of capital stock of the Company (the "Common Stock"). To induce the Underwriters that now are or hereafter may be beneficially owned by participate in the undersignedPublic Offering to continue their efforts in connection with the Public Offering, and any and all other shares or securities the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Company issued or issuable in respect thereof Underwriters, it will not, during the period commencing on or the date hereof and ending 180 days after the date hereof of the final prospectus relating to the Public Offering (collectivelythe "Prospectus"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to the Underwriting Agreement or (b) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering. In addition, notwithstanding the foregoing, the “Shares”) in accordance with the terms of following transfers shall not be restricted by this Irrevocable Proxy until the Expiration Date (as defined below). Upon the undersigned’s execution of this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date. This Irrevocable Proxy is irrevocable to the fullest extent permitted by law, is coupled with an interest and is granted pursuant to that certain Voting Agreement of even date herewith by and among Parent and the undersigned stockholder, and is granted in consideration of Parent entering into that certain Agreement and Plan of Merger of even date herewith (the “Merger Agreement”), among Parent, Merger Sub, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company. The Merger Agreement provides for, among other things, (i) the Company will merge with an into Merger Sub (the “Merger”) and (ii) except as otherwise provide in the Merger Agreement, each outstanding share of the common stock of the Company, $.01 par value per share (the “Company Common Stock”) will be converted into the right to receive the consideration set forth in the Merger Agreementagreement.

Exhibit A. IRREVOCABLE PROXY SUBSCRIPTION FORM (To be Executed by the Holder to Exercise the Rights To Purchase Common Stock Evidenced by the Within Warrant) The undersigned stockholder hereby irrevocably subscribes for _______ shares of the Common Stock (the “StockholderStock”) of Xxxxxx XxxxxxxxxxGelTech Solutions, Inc., a Delaware corporation Inc. (the “Company”) pursuant to and in accordance with the terms and conditions of the attached Warrant (the “Warrant”), and hereby irrevocably (makes payment of $_______ therefore by tendering cash, wire transferring or delivering a certified check or bank cashier’s check, payable to the fullest extent permitted order of the Company. The undersigned requests that a certificate for the Stock be issued in the name of the undersigned and be delivered to the undersigned at the address stated below. If the Stock is not all of the shares purchasable pursuant to the Warrant, the undersigned requests that a new Warrant of like tenor for the balance of the remaining shares purchasable thereunder be delivered to the undersigned at the address stated below. In connection with the issuance of the Stock, I hereby represent to the Company that I am acquiring the Stock for my own account for investment and not with a view to, or for resale in connection with, a distribution of the shares within the meaning of the Securities Act of 1933 (the “Securities Act”). I understand that if at this time the Stock has not been registered under the Securities Act, I must hold such Stock indefinitely unless the Stock is subsequently registered and qualified under the Securities Act or is exempt from such registration and qualification. I shall make no transfer or disposition of the Stock unless (a) such transfer or disposition can be made without registration under the Securities Act by lawreason of a specific exemption from such registration and such qualification, or (b) appoints [a registration statement has been filed pursuant to the Securities Act and has been declared effective with respect to such disposition. I agree that each certificate representing the Stock delivered to me shall bear substantially the same as set forth on the front page of the Warrant. I further agree that the Company may place stop transfer orders with its transfer agent same effect as the above legend. The legend and stop transfer notice referred to above shall be removed only upon my furnishing to the Company of an opinion of counsel to the Company to the effect that such legend may be removed. Date:______________] and [_____________] of Perfumania Holdings, Inc. (“Parent”), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of the Company that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of the Company issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”) in accordance with the terms of this Irrevocable Proxy until the Expiration Date (as defined below). Upon the undersigned’s execution of this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration ____ Signed: _______________________________ Print Name:____________________________ Address:______________________________ Date. This Irrevocable Proxy is irrevocable to the fullest extent permitted by law, is coupled with an interest and is granted pursuant to that certain Voting Agreement of even date herewith by and among Parent and the undersigned stockholder, and is granted in consideration of Parent entering into that certain Agreement and Plan of Merger of even date herewith (the “Merger Agreement”), among Parent, Merger Sub, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company. The Merger Agreement provides for, among other things, (i) the Company will merge with an into Merger Sub (the “Merger”) and (ii) except as otherwise provide in the Merger Agreement, each outstanding share of the common stock of the Company, $.01 par value per share (the “Company Common Stock”) will be converted into the right to receive the consideration set forth in the Merger Agreement.:_______________________________ Signed: _______________________________ Print Name:____________________________ Address:______________________________ Exhibit B

Exhibit A. IRREVOCABLE PROXY JOINDER AGREEMENT The undersigned stockholder is executing and delivering this omnibus joinder agreement (the this “StockholderJoinder Agreement”) pursuant to the Stockholders Agreement of Xxxxxx Xxxxxxxxxx, Inc.Snap One Holdings Corp., a Delaware corporation corporation, dated as of , 2021 (as may be amended, supplemented, restated or modified from time to time in accordance with its terms, the “CompanyStockholders Agreement”). Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to them in the Stockholders Agreement. By executing and delivering this Joinder Agreement, the undersigned hereby irrevocably (adopts and approves the Stockholders Agreement and agrees, effective commencing on the date on which the undersigned first becomes the owner of any Shares, to become a party to, to be bound by, to comply with, and that his, her or its Shares are subject to the fullest extent permitted by law) appoints [Stockholders Agreement in the same manner as if the undersigned were an original signatory to such agreement as a Stockholder. The undersigned expressly acknowledges and agrees that the undersigned shall not be entitled to any rights pursuant to the Stockholders Agreement unless the undersigned shall have executed and delivered this Joinder Agreement. Accordingly, the undersigned has executed and delivered this Joinder Agreement as of the __ day of ____________, 202_. Signature Print Name Address Email Exhibit B CONSENT OF SPOUSE I, ______________] and [___, the undersigned spouse of _____________] of Perfumania Holdings____, Inc. (“Parent”), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent hereby acknowledge that I am aware that the undersigned is entitled to do so) with respect to all Stockholders Agreement of the shares Snap One Holdings Corp., a Delaware corporation, dated as of capital stock of the Company that now are or hereafter , 2021 (as may be beneficially owned by the undersignedamended, and any and all other shares supplemented, restated or securities of the Company issued or issuable modified from time to time in respect thereof on or after the date hereof (collectivelyaccordance with its terms, the “Shares”) in accordance with the terms of this Irrevocable Proxy until the Expiration Date (as defined below). Upon the undersigned’s execution of this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date. This Irrevocable Proxy is irrevocable to the fullest extent permitted by law, is coupled with an interest and is granted pursuant to that certain Voting Agreement of even date herewith by and among Parent and the undersigned stockholder, and is granted in consideration of Parent entering into that certain Agreement and Plan of Merger of even date herewith (the “Merger Stockholders Agreement”), among Parent, Merger Sub, a Delaware corporation imposes certain transfer obligations and wholly-owned subsidiary of Parent restrictions on my spouses’ Shares (“Merger Sub”), and the Company. The Merger Agreement provides for, among other things, (i) the Company will merge with an into Merger Sub (the “Merger”) and (ii) except as otherwise provide defined in the Merger Stockholders Agreement). I agree that my spouse’s interest in the Shares are subject to the Stockholders Agreement and any interest I may have in such Shares shall also be irrevocably bound by such Stockholders Agreement and, further, that my community property interest in such Stockholders Agreement, each outstanding share of if any, shall be similarly bound by such Stockholders Agreement. I am aware that the common stock of the Companylegal, $.01 par value per share (the “Company Common Stock”) will be converted into the right to receive the consideration set forth financial and other matters contained in the Merger Agreement.Stockholders Agreement are complex and I am encouraged to seek advice with respect thereto from independent legal and/or financial counsel. I have either sought such advice or determined after carefully reviewing the Stockholders Agreement that I hereby waive such right. Acknowledged and agreed this ___ day of _____, 202_ Insert Signature of Spouse Above Provide Address of Spouse Below: Telephone: Email: Exhibit C Exhibit D SPECIFIED MANAGEMENT STOCKHOLDERS Management Stockholder No. of Shares [ ] [ ]

Exhibit A. IRREVOCABLE PROXY The undersigned stockholder (Each certificate evidencing an interest in the Company shall bear the following legend: “Stockholder”) [Name of Xxxxxx Xxxxxxxxxx, Inc., a Delaware corporation the Limited Liability Company] (the “Company”), ) hereby irrevocably (to the fullest extent permitted by law) appoints [certifies that ______________] and [_____________] _ (the “Holder”) is the registered owner of Perfumania Holdings, Inc. [ • ]% of the limited liability company interests in the Company (the “ParentInterests”). THE RIGHTS, POWERS, PREFERENCES, RESTRICTIONS (INCLUDING TRANSFER RESTRICTIONS) AND LIMITATIONS OF THE INTERESTS ARE SET FORTH IN, AND THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY ARE ISSUED AND SHALL IN ALL RESPECTS BE SUBJECT TO THE TERMS AND PROVISIONS OF, THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, DATED AS OF APRIL 1, 2016, AS THE SAME MAYBE AMENDED OR RESTATED FROM TIME TO TIME (THE “AGREEMENT”). THE TRANSFER OF THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AGREEMENT. By acceptance of this Certificate, and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, a condition to vote and exercise all voting and related rights (to the full extent that the undersigned is being entitled to do so) any rights and/or benefits with respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the shares of capital stock Agreement. The Company will furnish a copy of the Company that now are or hereafter may be beneficially owned by Agreement to the undersigned, and any and all other shares or securities of Holder without charge upon written request to the Company issued or issuable in respect thereof on or after at its principal place of business. The Company maintains books for the date hereof (collectively, purpose of registering the “Shares”) transfer of Interests.” The Certificate shall be governed by and construed in accordance with the terms of this Irrevocable Proxy until the Expiration Date (as defined below). Upon the undersigned’s execution of this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date. This Irrevocable Proxy is irrevocable to the fullest extent permitted by law, is coupled with an interest and is granted pursuant to that certain Voting Agreement of even date herewith by and among Parent and the undersigned stockholder, and is granted in consideration of Parent entering into that certain Agreement and Plan of Merger of even date herewith (the “Merger Agreement”), among Parent, Merger Sub, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company. The Merger Agreement provides for, among other things, (i) the Company will merge with an into Merger Sub (the “Merger”) and (ii) except as otherwise provide in the Merger Agreement, each outstanding share laws of the common stock State [State of Filing] without regard to principles of conflicts of laws. No change to this provision shall be effective until all outstanding certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend. Exhibit A SCHEDULE I Name and Address Common Interests Percentage Interests Frontier Communications Corporation 000 Xxxxxxx 0 Norwalk, CT 06851 100 100% Exhibit A Annex A Director(s) Xxxxxx X. XxXxxxxx Xxxx X. Xxxxxxxx Exhibit A Annex B Name Office(s) Xxxxxx X. XxXxxxxx President and Chief Executive Officer Xxxxxxxx Xxxxxxxxx Vice President, External Affairs Xxxxx Xxxxx Vice President, Chief Technology Officer Xxxx X. Xxxxxxxx Vice President and Chief Financial Officer Xxxx Xxxx Vice President, Field Operations Xxxx X. Xxxxxxx Vice President, General Counsel and Secretary Xxxxxxxx Xxxxxxx Vice President, Chief People Officer Xxxxxx X. Xxxxxxx, Xx. Vice President and Controller Xxxxx Xxxxxxx Vice President, Corporate Development Xxxx Xxxxxxxxxx Vice President and Treasurer Xxxxxx XxXxxxxx Vice President, Tax Xxxxxxx Xxxxx Vice President, Area President Xxxxxxx Xxxxx Vice President, Area President Xxxxxx Xxxx Vice President, Area President Xxxxxxx Xxxxx Vice President, Area President Xxxxxxx Xxxxxxxx Vice President, Area President Xxxxxxx Xxxxx Vice President, Area President Xxxxxxx Xxxxxx Assistant Secretary Xxxx Xxxxxxx Assistant Secretary Xxxx Xxxxxxx Assistant Secretary Xxxxx Xxxxx Assistant Secretary Xxxxx Xxxxxxx Assistant Secretary Xxxxxx Xxxxxxxx Assistant Secretary Xxxxxxxxx Xxxxxx Assistant Secretary Xxxxxx Xxxxxxx Assistant Secretary Xxxxx Xxxxxx Assistant Secretary Xxxxxxx Xxxxxxxx Director, Regulatory Filings 16 Exhibit A Annex C [Name of the Limited Liability Company, $.01 par value per share (the “Company Common Stock”) will be converted into the right to receive the consideration set forth in the Merger Agreement.)

Exhibit A. IRREVOCABLE PROXY The undersigned stockholder following costs (the “StockholderDistribution Costs and Expenses”, as referenced in that certain Agreement by and between Paramount Pictures Corporation (“PPC”) and MVL Productions LLC (“Marvel”) dated as of Xxxxxx XxxxxxxxxxMarch 25, Inc.2005 as amended on August —, a Delaware corporation 2005 (the “CompanyAgreement”) shall apply with respect to each of the Pictures pursuant to the Agreement, and attached to this Exhibit A is Exhibit HE, which more fully sets forth the Distribution Costs and Expenses in connection with the exploitation of the Pictures on Home Entertainment media; provided however, notwithstanding the definitions set forth below, such Distribution Costs and Expenses (a) shall only be the actual, direct, verifiable costs and expenses, (b) shall not include interest, (c) shall be net of discounts, credits, refunds, allowances, and rebates received for or in connection with said Picture or services rendered on such Picture, and (d) shall not include internal fixed or percentage charges nor fixed or percentage overhead charges. Only costs directly related to the Picture may be charged to the Picture unless otherwise expressly permitted hereby. To the extent that any services, personnel, materials or facilities are provided to or for a Picture by PPC or any affiliate thereof, or Viacom or any affiliate thereof (collectively “PPC Services”), hereby irrevocably all such PPC Services shall be charged at the lower of the then existing PPC rate for such PPC Services or at a rate not to exceed the rate at which such PPC Services could be obtained from an unaffiliated third party providing such services, personnel, materials or facilities. The provisions of (a) through (d) shall apply to the fullest immediately preceding sentence. Further, to the extent permitted by law) appoints [______________] any Distribution Costs and [_____________] Expenses, including without limitation PPC Services are incurred with respect to multiple pictures one or more of Perfumania Holdings, Inc. which is also a Picture (“ParentMulti-Project Distribution Costs and Expenses”), such Multi-Project Distribution Costs and each of themExpenses may be allocated to a Picture if such Distribution Costs and Expense was directly related to such Picture. In such event, as the sole and exclusive attorneys and proxies allocation of the undersigned, with full power of substitution Multi-Picture Distribution Costs and resubstitution, to vote Expenses shall be fair and exercise all voting reasonable based on detailed supporting documentation and related rights (to the full extent that the undersigned is entitled to do so) information for such allocation with respect to all of the shares of capital stock of the Company that now are or hereafter may be beneficially owned by the undersigned, such Multi-Project Distribution Costs and any and all other shares or securities of the Company issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”) in accordance with the terms of this Irrevocable Proxy until the Expiration Date (as defined below). Upon the undersigned’s execution of this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date. This Irrevocable Proxy is irrevocable to the fullest extent permitted by law, is coupled with an interest and is granted pursuant to that certain Voting Agreement of even date herewith by and among Parent and the undersigned stockholder, and is granted in consideration of Parent entering into that certain Agreement and Plan of Merger of even date herewith (the “Merger Agreement”), among Parent, Merger Sub, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the CompanyExpenses. The Merger Agreement provides for, among other things, (i) the Company will merge with an into Merger Sub (the “Merger”) supporting documentation and (ii) except information for such allocation shall be made available to Marvel as otherwise provide in the Merger Agreement, each outstanding share part of the common stock its exercise of the Company, $.01 par value per share (the “Company Common Stock”) will be converted into the right to receive the consideration set forth in the Merger Agreementits audit rights.

Exhibit A. IRREVOCABLE PROXY The undersigned stockholder JOINDER AGREEMENT Reference is hereby made to the Stockholders’ Agreement, dated as of [ ] (as the same has been and may be amended, amended and restated, supplemented or modified from time to time, the “StockholderStockholders’ Agreement”) of Xxxxxx Xxxxxxxxxx), Inc.among Alion Science and Technology Corporation, a Delaware corporation (the “Company”), hereby irrevocably and each of the holders of the Company whose name appears on the signature pages thereto or who have executed the Joinder Agreement. By executing this Joinder Agreement, the undersigned signatory agrees to become a party to and to be bound by the terms and provisions of the Stockholders’ Agreement as a Holder (as defined in the Stockholders’ Agreement) and to have the rights and be subject to the fullest extent permitted restrictions, conditions and obligations of a Holder set forth in the Stockholders’ Agreement. This Joinder Agreement shall take effect and shall become a part of said Stockholders’ Agreement as of the date this Joinder Agreement is acknowledged and accepted by law) appoints the Company. [______________NAME OF NEW HOLDER] By: Name: Title: Address: Email: Acknowledged and accepted on this [_____________·] day of Perfumania Holdings[·], Inc. [·] by: Alion Science and Technology Corporation By: Name: Title: The undersigned is fully aware of, understands and fully consents and agrees to the provisions of the Stockholders’ Agreement, dated as of [ ] (as the same has been and may be amended, amended and restated, supplemented or modified from time to time, the “ParentStockholders’ Agreement”), among Alion Science and Technology Corporation, a Delaware corporation (the “Company”), and each of themthe holders of the Company whose name appears on the signature pages thereto or who have executed the Joinder Agreement, as and its binding effect upon any community property interests or similar marital property interests in the sole Shares the undersigned may now or hereafter own, and exclusive attorneys and proxies agrees that the termination of the undersigned, ’s marital relationship with full power any Holder for any reason shall not have the effect of substitution and resubstitution, removing any Shares otherwise subject to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of the Company that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of the Company issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”) in accordance with this Agreement from the terms of this Irrevocable Proxy until the Expiration Date (as defined below). Upon Agreement and that the undersigned’s execution of this Irrevocable Proxyawareness, any understanding, consent and all prior proxies given agreement are evidenced by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Dateexecution hereof. This Irrevocable Proxy is irrevocable to the fullest extent permitted by law, is coupled with an interest and is granted pursuant to that certain Voting Agreement of even date herewith by and among Parent and the undersigned stockholder, and is granted in consideration of Parent entering into that certain Agreement and Plan of Merger of even date herewith (the “Merger Agreement”), among Parent, Merger Sub, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company. The Merger Agreement provides for, among other things, (i) the Company will merge with an into Merger Sub (the “Merger”) and (ii) except as otherwise provide in the Merger Agreement, each outstanding share of the common stock of the Company, $.01 par value per share (the “Company Common Stock”) will be converted into the right to receive the consideration set forth in the Merger Agreement.Name:

Exhibit A. IRREVOCABLE PROXY The undersigned stockholder (the “Stockholder”) of Xxxxxx XxxxxxxxxxSoftQuad Software, Inc.Ltd., a Delaware corporation ("SoftQuad") or of SoftQuad Acquisition Corp. with the “Company”)right to vote with SoftQuad stockholders, hereby irrevocably (to the fullest extent permitted provided by law, but subject to automatic termination and revocation as provided below) appoints [Corel Corporation, a Canadian corporation ("Corel"), or any designee of Corel, the attorney and proxy of the undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to the shares of capital stock of SoftQuad owned beneficially or of record by the undersigned, which shares are listed in Schedule A to the Proxy and Voting Agreement dated as of August ____, 2001, among Corel, Calgary II Acquisition Corp., SoftQuad and the individual stockholders listed on Schedule A thereto, as the same may be amended from time to time (the "Proxy and Voting Agreement", capitalized terms not otherwise defined herein being used herein as therein defined), and any and all other shares or securities of SoftQuad issued or issuable with respect thereof or otherwise acquired by the undersigned stockholders on or after the date hereof, until the termination date specified in the Proxy and Voting Agreement (the "Shares"). Upon the execution hereof, all prior proxies given by the undersigned with respect to the Shares are hereby revoked and no subsequent proxies will be given as to the matters covered hereby prior to the earlier of the date of termination of the Proxy and Voting Agreement pursuant to Section 16 thereof (the "Termination Date") and the Closing Date of the Merger Agreement (such earlier date being hereinafter referred to as the "Proxy Termination Date"). This proxy is irrevocable (to the fullest extent provided by law, but subject to automatic termination and revocation as provided below), coupled with an interest, and is granted in connection with the Proxy and Voting Agreement, and is granted in consideration of the undersigned stockholders entering into the Merger Agreement referred to therein. The attorney and proxy named above will be empowered at any time prior to the Proxy Termination Date to exercise all voting and other rights with respect to the Shares (including, without limitation, the power to execute and deliver written consents with respect to the Shares) of the undersigned at every annual, special or adjourned meeting of stockholders of SoftQuad held prior to the Proxy Termination Date and in connection with every solicitation of written consents in lieu of such a meeting prior to the Proxy Termination Date, or otherwise, to the extent that any of the following matters is considered and voted on at any such meeting or in connection with any such consent solicitation: (i) approval of the Merger Agreement, the execution and delivery by SoftQuad of the Merger Agreement and the approval of the terms thereof and each of the further actions contemplated by the Merger Agreement, and any actions required in furtherance thereof; (ii) against any action, any failure to act, or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of SoftQuad or the undersigned under the Merger Agreement or the Proxy and Voting Agreement (before giving effect to any materiality or similar qualifications contained therein); (iii) against any Alternative Proposal (as defined in the Merger Agreement) and (iv) in favor of any other matter necessary for the consummation of the transactions contemplated by the Merger Agreement. The attorney and proxy named above may only exercise this proxy to vote the Shares subject hereto in accordance with the preceding paragraph, and may not exercise this proxy in respect of any other matter. The undersigned may vote the Shares (or grant one or more proxies to vote the Shares) on all other matters. Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned stockholders. This proxy is irrevocable and coupled with an interest, but shall automatically terminate and be revoked and be of no further force and effect on and after the Proxy Termination Date. This proxy is governed by and shall be construed in accordance with the laws of the State of Delaware. Dated: August ____, 2001 By: Name: Title: Number of Class A Stock : ______________] and [____ Number of Class B Stock:_____________] _____ Number of Perfumania Holdings, Inc. (“Parent”), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of the Company that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of the Company issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”) in accordance with the terms of this Irrevocable Proxy until the Expiration Date (as defined below). Upon the undersigned’s execution of this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date. This Irrevocable Proxy is irrevocable to the fullest extent permitted by law, is coupled with an interest and is granted pursuant to that certain Voting Agreement of even date herewith by and among Parent and the undersigned stockholder, and is granted in consideration of Parent entering into that certain Agreement and Plan of Merger of even date herewith (the “Merger Agreement”), among Parent, Merger Sub, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company. The Merger Agreement provides for, among other things, (i) the Company will merge with an into Merger Sub (the “Merger”) and (ii) except as otherwise provide in the Merger Agreement, each outstanding share of the common stock of the Company, $.01 par value per share (the “Company Common Stock”) will be converted into the right to receive the consideration set forth in the Merger Agreement.:_________________ Number of Special Warrants:________________ Number of Exchangeable Shares: _ Number of Options:_______________________ Number of Warrants:______________________ Record Holder(s): By: Name: Title: Number of Class A Stock __________________ Number of Class B Stock:__________________ Number of Common Stock:__________________ Number of Special Warrants:________________ Number of Exchangeable Shares: __ Number of Options:_______________________ Number of Warrants:______________________ Record Holder(s): By: Name: Title: Number of Class A Stock:___________________ Number of Class B Stock:__________________ Number of Common Stock:_________________ Number of Special Warrants:________________ Number of Exchangeable Shares: __ Number of Options:_______________________ Number of Warrants:_______________________

Exhibit A. IRREVOCABLE PROXY SUBSCRIPTION FORM The undersigned stockholder hereby irrevocably subscribes for _______ shares of the Common Stock (the “StockholderStock”) of Xxxxxx XxxxxxxxxxGxxxxxxxxxxx.xxx, Inc., a Delaware corporation Inc. (the “Company”) pursuant to and in accordance with the terms and conditions of the attached Warrant No. __ (the “Warrant”), and hereby irrevocably (makes payment of $_______ therefor by [tendering cash, wire transferring or delivering a certified check or bank cashier’s check, payable to the fullest extent permitted order of the Company] [surrendering _______ shares of Common Stock received upon exercise of the Warrant, which shares have an aggregate fair market value equal to such payment as required in Section 2 of the Warrant]. The undersigned requests that a certificate for the Stock be issued in the name of the undersigned and be delivered to the undersigned at the address stated below. If the Stock is not all of the shares purchasable pursuant to the Warrant, the undersigned requests that a new Warrant of like tenor for the balance of the remaining shares purchasable thereunder be delivered to the undersigned at the address stated below. In connection with the issuance of the Stock, I hereby represent to the Company that I am acquiring the Stock for my own account for investment and not with a view to, or for resale in connection with, a distribution of the shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). I understand that if at this time the Stock has not been registered under the Securities Act, I must hold such Stock indefinitely unless the Stock is subsequently registered and qualified under the Securities Act or is exempt from such registration and qualification. I shall make no transfer or disposition of the Stock unless (a) such transfer or disposition can be made without registration under the Securities Act by lawreason of a specific exemption from such registration and such qualification, or (b) appoints [a registration statement has been filed pursuant to the Securities Act and has been declared effective with respect to such disposition. I agree that each certificate representing the Stock delivered to me shall bear substantially the same as set forth on the front page of the Warrant. I further agree that the Company may place stop transfer orders with its transfer agent same effect as the above legend. The legend and stop transfer notice referred to above shall be removed only upon my furnishing to the Company an opinion of counsel (reasonably satisfactory to the Company) to the effect that such legend may be removed. Date:______________] and [_____________] of Perfumania Holdings, Inc. (“Parent”), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of the Company that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of the Company issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”) in accordance with the terms of this Irrevocable Proxy until the Expiration Date (as defined below). Upon the undersigned’s execution of this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date. This Irrevocable Proxy is irrevocable to the fullest extent permitted by law, is coupled with an interest and is granted pursuant to that certain Voting Agreement of even date herewith by and among Parent and the undersigned stockholder, and is granted in consideration of Parent entering into that certain Agreement and Plan of Merger of even date herewith (the “Merger Agreement”), among Parent, Merger Sub, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company. The Merger Agreement provides for, among other things, (i) the Company will merge with an into Merger Sub (the “Merger”) and (ii) except as otherwise provide in the Merger Agreement, each outstanding share of the common stock of the Company, $.01 par value per share (the “Company Common Stock”) will be converted into the right to receive the consideration set forth in the Merger Agreement._______ Signed: _____________________________ Print Name:__________________________ Address:_____________________________ Warrant Exhibit B

Exhibit A. IRREVOCABLE PROXY Opinion of counsel for the Company to be delivered pursuant to Section 5(d) of the Underwriting Agreement. EXHIBIT B Opinion of counsel for the Company to be delivered pursuant to Section 5(e) of the Underwriting Agreement. EXHIBIT C Opinion of counsel for the Company to be delivered pursuant to Section 5(f) of the Underwriting Agreement. EXHIBIT D The opinion of such counsel pursuant to Section 5(j) shall be rendered to the Representatives at the request of the Company and shall so state therein. EXHIBIT E July __, 2004 Banc of America Securities LLC Piper Jaffray & Co. William Blair & Xx. Xx Xxxxxxxxtatives of the Sxxxxxx Xxxxxxriters x/x Xxxx xx Xmerica Securities LLC 9 West 57th Street New York, NY 10019 Re: VNUS Medical Technologies, Xxx. (xxx "Xxxxxxx") Xxxxxx xxx Xxntlemen: The undersigned stockholder is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the “Stockholder”"Offering") for which you will act as the representatives of Xxxxxx Xxxxxxxxxx, Inc., a Delaware corporation (the “Company”), hereby irrevocably (underwriters. The undersigned recognizes that the Offering will be of benefit to the fullest extent permitted by law) appoints [______________] undersigned and [_____________] of Perfumania Holdingswill benefit the Company by, Inc. (“Parent”)among other things, raising additional capital for its operations. The undersigned acknowledges that you and each of them, as the sole other underwriters are relying on this letter in carrying out the Offering and exclusive attorneys and proxies in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the undersignedforegoing, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent undersigned hereby agrees that the undersigned is entitled will not, (and will cause any spouse or immediate family member of the spouse or the undersigned living in the undersigned's household not to), without the prior written consent of Banc of America Securities LLC and Piper Jaffray & Co. (which consent may be withheld in their sole discrxxxxx), xxxxxtly or indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, or otherwise dispose of any shares of Common Stock, options or warrants to acquire shares of Common Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the undersigned (or such spouse or family member), or publicly announce an intention to do soany of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 180 days after the date of the Prospectus. If (i) with respect the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the lock-up period, or (ii) prior to the expiration of the lock-up period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the lock-up period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The foregoing sentences shall not apply to (i) transactions relating to shares of Common Stock or other securities acquired in open market transactions after completion of the Offering, (ii) the transfer of any or all of the shares of capital Common Stock, stock of the Company that now are options or hereafter may be beneficially warrants owned by the undersigned, and any and all other shares either during the undersigned's lifetime or securities on death, by gift, will or intestate succession to the immediate family of the Company issued undersigned or issuable transfers to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of the undersigned's immediate family, (iii) sales, dispositions or other transfers to members of the undersigned's family or affiliates of the undersigned, including its partners (if a partnership) or its members (if a limited liability company) or (iv) transfers to the underwriters pursuant to the Offering and the Underwriting Agreement; provided, however, that in respect thereof on any transfer pursuant to clause (ii) or after (iii) it shall be a condition to such transfer that the date hereof (collectivelytransferee executes and delivers to Banc of America Securities LLC and Piper Jaffray & Co. an agreement stating that the transferee is receivxxx xxx xxxxxng the Common Stock subject to the provisions of this letter agreement, the “Shares”) and there shall be no further transfer of such Common Stock except in accordance with this letter. The undersigned also agrees and consents to the terms entry of this Irrevocable Proxy until stop transfer instructions with the Expiration Date (as defined below). Upon Company's transfer agent and registrar against the undersigned’s execution transfer of this Irrevocable Proxy, any and all prior proxies given shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock held by the undersigned except in compliance with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with foregoing restrictions. With respect to the Shares until after Offering only, the Expiration Dateundersigned waives any registration rights relating to registration under the Securities Act of any Common Stock owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. This Irrevocable Proxy agreement is irrevocable to and will be binding on the fullest extent permitted by law, is coupled with an interest and is granted pursuant to that certain Voting Agreement of even date herewith by and among Parent undersigned and the undersigned stockholderrespective successors, heirs, personal representatives, and is granted in consideration of Parent entering into that certain Agreement and Plan of Merger of even date herewith (the “Merger Agreement”), among Parent, Merger Sub, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company. The Merger Agreement provides for, among other things, (i) the Company will merge with an into Merger Sub (the “Merger”) and (ii) except as otherwise provide in the Merger Agreement, each outstanding share assigns of the common stock undersigned. This agreement shall automatically terminate upon the earliest to occur, if any, of: (a) either Banc of America Securities LLC and Piper Jaffray & Co., on the one hand, or the Company, $.01 par value per share on the other hanx, xxxxxxxx xhe other in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Offering, (b) termination of the “Underwriting Agreement entered into between the Company and the underwriters before the sale of any Common Stock”Stock to the underwriters or (c) will be converted into the right to receive the consideration set forth December 31, 2004, in the Merger Agreement.event that the registration statement has not been declared effective by that date. ---------------------------------------- Printed Name of Holder By: ------------------------------------- Signature ---------------------------------------------------- Printed Name of Person Signing (and indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity)

Exhibit A. IRREVOCABLE PROXY JOINDER AGREEMENT The undersigned stockholder is executing and delivering this omnibus joinder agreement (the this “StockholderJoinder Agreement”) pursuant to the Stockholders Agreement of Xxxxxx Xxxxxxxxxx, Inc.Snap One Holdings Corp., a Delaware corporation corporation, dated as of [●], 2021 (as may be amended, supplemented, restated or modified from time to time in accordance with its terms, the “CompanyStockholders Agreement”). Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to them in the Stockholders Agreement. By executing and delivering this Joinder Agreement, the undersigned hereby irrevocably (adopts and approves the Stockholders Agreement and agrees, effective commencing on the date on which the undersigned first becomes the owner of any Shares, to become a party to, to be bound by, to comply with, and that his, her or its Shares are subject to the fullest extent permitted by law) appoints [Stockholders Agreement in the same manner as if the undersigned were an original signatory to such agreement as a Stockholder. The undersigned expressly acknowledges and agrees that the undersigned shall not be entitled to any rights pursuant to the Stockholders Agreement unless the undersigned shall have executed and delivered this Joinder Agreement. Accordingly, the undersigned has executed and delivered this Joinder Agreement as of the __ day of ____________, 202_. Signature Print Name Address Email Exhibit B CONSENT OF SPOUSE I, ______________] and [___, the undersigned spouse of _____________] of Perfumania Holdings____, Inc. (“Parent”), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent hereby acknowledge that I am aware that the undersigned is entitled to do so) with respect to all Stockholders Agreement of the shares Snap One Holdings Corp., a Delaware corporation, dated as of capital stock of the Company that now are or hereafter [●], 2021 (as may be beneficially owned by the undersignedamended, and any and all other shares supplemented, restated or securities of the Company issued or issuable modified from time to time in respect thereof on or after the date hereof (collectivelyaccordance with its terms, the “Shares”) in accordance with the terms of this Irrevocable Proxy until the Expiration Date (as defined below). Upon the undersigned’s execution of this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date. This Irrevocable Proxy is irrevocable to the fullest extent permitted by law, is coupled with an interest and is granted pursuant to that certain Voting Agreement of even date herewith by and among Parent and the undersigned stockholder, and is granted in consideration of Parent entering into that certain Agreement and Plan of Merger of even date herewith (the “Merger Stockholders Agreement”), among Parent, Merger Sub, a Delaware corporation imposes certain transfer obligations and wholly-owned subsidiary of Parent restrictions on my spouses’ Shares (“Merger Sub”), and the Company. The Merger Agreement provides for, among other things, (i) the Company will merge with an into Merger Sub (the “Merger”) and (ii) except as otherwise provide defined in the Merger Stockholders Agreement). I agree that my spouse’s interest in the Shares are subject to the Stockholders Agreement and any interest I may have in such Shares shall also be irrevocably bound by such Stockholders Agreement and, further, that my community property interest in such Stockholders Agreement, each outstanding share of if any, shall be similarly bound by such Stockholders Agreement. I am aware that the common stock of the Companylegal, $.01 par value per share (the “Company Common Stock”) will be converted into the right to receive the consideration set forth financial and other matters contained in the Merger Agreement.Stockholders Agreement are complex and I am encouraged to seek advice with respect thereto from independent legal and/or financial counsel. I have either sought such advice or determined after carefully reviewing the Stockholders Agreement that I hereby waive such right. Acknowledged and agreed this ___ day of _____, 202_ Insert Signature of Spouse Above Provide Address of Spouse Below: Telephone: Email: Exhibit C Exhibit D SPECIFIED MANAGEMENT STOCKHOLDERS Management Stockholder No. of Shares [●] [●]