Exhibit 10.2


VOTING AGREEMENT


This Voting Agreement
(this “Agreement”) is made and entered into as of April 5, 2012, by and among Phototron Holdings, Inc.,
a Delaware corporation (the “Company”), the parties listed on Exhibit A attached hereto (the
“SGT Stockholders”), and the parties listed on Exhibit B attached hereto (the “Investor
Stockholders”, and together with the SGT Stockholders, collectively, the “Stockholders”).


RECITALS


WHEREAS, the Stockholders
own shares of capital stock of the Company; and


WHEREAS, the Stockholders
desire to enter into this Agreement to provide for their respective rights and obligations with respect to the capital stock of
the Company and other matters, on the terms and conditions set forth herein.


AGREEMENT


NOW, THEREFORE,
for and in consideration of the mutual premises contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


1.              
Voting Provisions Regarding Board of Directors.


1.1           
Size of Board. Each Stockholder agrees to vote, or cause to be voted, all Voting Shares (as defined below)
owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner
as shall be necessary to ensure that the size of the Company’s Board of Directors (the “Board”)
shall be set and remain at five (5) directors.


1.2           
Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Voting Shares owned by such
Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall
be necessary to ensure that at each annual or special meeting of the stockholders of the Company at which an election of directors
is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: 


(a)            
Two (2) persons designated by Sterling C. Scott (the “SGT Representative”), which persons shall
initially be Sterling C. Scott with one seat remaining vacant, for so long as the SGT Stockholders or any of their Affiliates (as
defined below) continue to own beneficially shares of Common Stock (as defined below) (including shares of Common Stock issued
or issuable upon conversion or exchange of any securities convertible into or exchangeable for shares of Common Stock or Preferred
Stock (as defined below));


(b)           
One (1) person designated by the SGT Representative, (i) which individual must be and remain at all times while serving
as a member of the Board, an “independent” (as defined in Nasdaq Marketplace Rule 5605(a)(2) (or any successor thereto))
and (ii) which seat shall initially remain vacant, for so long as the SGT Stockholders or any of their Affiliates continue to own
beneficially shares of Common Stock (including shares of Common Stock issued or issuable upon conversion or exchange of any securities
convertible into or exchangeable for shares of Common Stock or Preferred Stock);


(c)            
One (1) person designated by W-Net Fund I, L.P., a Delaware limited partnership
(the “Investor Representative”), which individual shall initially be Craig Ellins, for so long as the
Investor Stockholders or any of their Affiliates continue to own beneficially shares of Common Stock (including shares of Common
Stock issued or issuable upon conversion or exchange of any securities convertible into or exchangeable for shares of Common Stock
or Preferred Stock); and


(d)           
One (1) person designated by the Investor Representative, (i) which individual must be and remain at all times while serving
as a member of the Board, an “independent director” (as defined in Nasdaq Marketplace Rule 5605(a)(2) (or any successor
thereto)) and (ii) which seat shall initially remain vacant, for so long as the Investor Stockholders or any of their Affiliates
continue to own beneficially shares of Common Stock (including shares of Common Stock issued or issuable upon conversion or exchange
of any securities convertible into or exchangeable for shares of Common Stock or Preferred Stock).


To the extent that
any of clauses (a)-(d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance
with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance
with, and pursuant to, the Company’s Certificate of Incorporation or Bylaws then in effect.


1.3           
Failure to Designate a Board Member. In the absence of any designation from the Persons or groups with the
right to designate a director as specified above, the director previously designated by them and then serving shall be reelected
if still eligible to serve as provided herein.


1.4           
Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Voting Shares owned
by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner
as shall be necessary to ensure that:


(a)            
no director elected pursuant to Sections 1.2 or 1.3 hereof may be removed from office other than for
cause unless (i) such removal is directed or approved by the affirmative vote of the Person, or of the holders of at least a majority
of the shares of stock, entitled under Section 1.2 hereof to designate that director or (ii) the Person(s) originally entitled
to designate or approve such director or occupy such Board seat pursuant to Section 1.2 hereof is no longer so entitled
to designate or approve such director or occupy such Board seat;


(b)           
any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.2 or 1.3
hereof shall be filled pursuant to the provisions of this Section 1; and


(c)            
upon the request of any party entitled to designate a director as provided in Sections 1.2(a)-(d) hereof to remove
such director, such director shall be removed.


All Stockholders
agree to (a) attend the Company’s stockholders’ meeting, and any adjournment thereof, and (b) execute any written consents,
required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate
directors to call a special meeting of the Company’s stockholders for the purpose of electing directors.


1.5           
No Liability for Election of Recommended Directors. No Stockholder, nor any affiliate of any Stockholder,
shall have any liability as a result of designating a person for election as a director for any act or omission by such designated
person in his or her capacity as a director of the Company, nor shall any Stockholder have any liability as a result of voting
for any such designee in accordance with the provisions of this Agreement.


1.6           
Irrevocable Proxy and Power of Attorney. Each Stockholder hereby appoints the then current Chief Executive
Officer of the Company, as such Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full
power of substitution, to vote all of such Stockholder’s Voting Shares as set forth in this Agreement and to execute all
appropriate instruments consistent with this Agreement on behalf of such Stockholder if, and only if, such Stockholder (a) fails
to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with
the terms of this Agreement, all of such Stockholder’s Voting Shares or execute such other instruments in accordance with
the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such
Stockholder’s written consent or signature. The proxy and power granted by each Stockholder pursuant to this Section 1.6
are coupled with an interest and are given to secure the performance of such Stockholder’s duties under this Agreement. Each
such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is an individual,
will survive the death, incompetency and disability of such party or any other individual Stockholder holding Voting Shares and,
so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding Voting
Shares.


1.7           
Definitions. As used herein, the following terms shall have the following meanings:


“Affiliate”
of any specified Person means any other Person directly or indirectly Controlling or Controlled by or under direct or indirect
common Control with such specified Person.


“Control”
when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract or otherwise.


“Person”
means any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization, government
or any agency or political subdivision thereof or other entity.


“Voting
Shares” means any securities of the Company the holders of which are entitled to vote for members of the Board, including,
without limitation, all shares of common stock (“Common Stock”) and preferred stock (“Preferred
Stock”) of the Company, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired,
whether through stock splits, stock dividends, reclassifications, recapitalizations, the conversion or exchange of any securities
convertible into or exchangeable for shares of Common Stock or Preferred Stock, similar events or otherwise.


1.8           
Schedule 14f-1. To the extent applicable, the election of the directors set forth in Section 1.2 hereof shall
be subject to applicable regulatory requirements, including the preparation, filing and distribution to the Company’s stockholders
of an information statement required by Rule 14f-1 promulgated under the Securities Exchange Act of 1934, as amended, and the completion
of the requisite waiting period following such filing and distribution.


2.              
Miscellaneous.


2.1           
Amendment and Waiver of Rights. Any provision of this Agreement may be amended and the observance thereof may be
waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent
of (a) the Company, (b) the SGT Stockholders (and/or any of their permitted successors or assigns) holding a majority of the Voting
Shares then held by all SGT Stockholders (and/or any of their permitted successors or assigns) (the “Required SGT Stockholders”),
and (c) the Investor Stockholders (and/or any of their permitted successors or assigns) holding a majority of the Voting Shares
then held by all Investor Stockholders (and/or any of their permitted successors or assigns) (the “Required Investor
Stockholders”). Any amendment or waiver effected in accordance with this Section 2.1 shall be binding upon
each SGT Stockholder, each Investor Stockholder, each permitted successor or assignee of such SGT Stockholder or Investor Stockholder
and the Company.


2.2           
Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing
and shall be deemed given if delivered personally or sent by facsimile, electronic mail, or overnight courier (providing proof
of delivery). All communications shall be sent to the respective parties at their address as set forth on Exhibit A or Exhibit
B hereto, or to such address, facsimile number or email address as subsequently modified by written notice given in accordance
with this Section 2.2. If notice is given to the Company, it shall be sent Phototron Holdings, Inc., 717 E. Gardena Blvd.,
Gardena, California 90248, Attn: Chief Executive Officer, Fax: (818) 992-0202.


2.3           
Entire Agreement. This Agreement, together with all the exhibits hereto, constitute the entire agreement and understanding
of the parties hereto with respect to the subject matter of this Agreement, and supersede any and all prior understandings and
agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof.


2.4           
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware,
regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.


2.5           
Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted
in such manner as to be effective and valid under applicable law but if any provision or portion of any provision of this Agreement
is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement
will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion
of any provision had never been contained herein.


2.6           
No Third-Party Beneficiaries. Except as expressly provided herein, this Agreement is not intended to confer upon
any Person other than the parties hereto any rights or remedies.


2.7           
Successors and Assigns. Neither this Agreement nor any of the rights, interests or obligations under this Agreement
shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written
consent of the Company, the Required SGT Stockholders and the Required Investor Stockholders. Subject to the preceding sentence,
this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors
and assigns.


2.8           
Titles and Headings. The titles, captions and headings of this Agreement are included for ease of reference only
and will be disregarded in interpreting or construing this Agreement. Unless otherwise specifically stated, all references herein
to “sections” and “exhibits” will mean “sections” and “exhibits” to this Agreement.


2.9           
Costs and Attorneys’ Fees. In the event that any action, suit or other proceeding is instituted concerning
or arising out of this Agreement or any transaction contemplated hereunder, the prevailing party shall recover all of such party’s
costs and attorneys’ fees incurred in each such action, suit or other proceeding, including any and all appeals or petitions
therefrom.


2.10        
Further Assurances. The parties hereto agree to execute such further documents and instruments and to take such further
actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.


2.11        
Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original,
but all of which together constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission
or any other electronic means, such signature shall create a valid and binding obligation of the party executing (or on whose behalf
such signature is executed) with the same force and effect as if such facsimile or electronic signature page were an original thereof.


2.12        
Termination. This Agreement shall continue in full force and effect from the date hereof through the earliest of
the following dates, on which date it shall terminate in its entirety: (a) the date as of which the parties hereto terminate this
Agreement by written consent of the Required SGT Stockholders and the Required Investor Stockholders, (b) the date on which (i)
all of the SGT Stockholders (and any of their permitted successors or assigns) or (ii) all of the Investor Stockholders (and any
of their permitted successors or assigns), cease to own any Voting Shares and (c) April 5, 2014.



     

     

    

IN WITNESS WHEREOF,
the undersigned have executed this Agreement as of the date first written above.


COMPANY:


Phototron Holdings,
Inc.,

a Delaware corporation


 


 


By: /s/ Craig Ellins


Name: Craig Ellins


Title: President



     

     

    

IN WITNESS WHEREOF,
the undersigned have executed this Agreement as of the date first written above.


SGT STOCKHOLDERS:


 


/s/ Sterling
Scott
 Sterling C. Scott


The
Lauri S Bilawa Trust





By:


Name:

Its:




/s/ Jordan Scott

Jordan W. Scott




The Scott Family Trust


 


By:


Name:

Its:


/s/ Elisabeth Wedam


 Elisabeth M. Wedam




/s/ Joseph Andreae

Joseph Andreae




/s/ Kyle Tracey

Kyle Tracey




/s/ Vicki Tracey

Vicki Tracey


 


IN WITNESS WHEREOF,
the undersigned have executed this Agreement as of the date first written above.


SGT STOCKHOLDERS
(cont):






/s/ Justin Manns

Justin Manns




/s/ Rami Vardi

Rami Vardi




/s/ David Zemach

David Zemach




/s/ Ben Beaulieu

Ben Beaulieu




/s/ Jay Wright

Jay Wright


 


 



     

     

    

IN WITNESS WHEREOF,
the undersigned have executed this Agreement as of the date first written above.


INVESTOR STOCKHOLDERS:


W-net Fund I,
L.P.,

a Delaware limited partnership


 


 


By: /s/ David Weiner


Name: David Weiner

Title: Manager of the General Partner




Europa International Inc.,

a Delaware corporation


 


 


By: /s/ Fred Knoll


Name: Fred Knoll


Title: Investment
Manager


 


 



     

     

    

EXHIBIT A


List
of SGT STOCKHOLDERS


	
        Name,
        Address, Fax and E-Mail
	
        Number
        of Shares

	
        Sterling C. Scott

        2315 Georgia Village Way

        Silver Spring, Maryland 20902

        Fax: (301) 593-3389

        Email: Sscott1301@yahoo.com

         
	36,205,064
	
        The Lauri S Bilawa Trust

        165 Goshawk Ridge Road

        Park City, Utah 84098

        Fax: (435) 615-7101

        Email: labilawa@yahoo.com

         
	18,487,692
	Jordan W. Scott

19826 Victory Blvd.

Woodland Hills, California 91367



	24,650,256
	
        The Scott Family Trust

        3701 Royal Oak Drive

        North Little Rock, Arkansas 72116

        Fax: (501) 812-4789

        

        
	13,865,769
	
        Elisabeth M. Wedam

        2315 Georgia Village Way

        Silver Spring, Maryland 20902

        Fax: (301) 593-3389

        Email: liswedam@aol.com

         
	13,865,769
	
        Joseph Andreae

        6225 Tampa Ave

        Tarzana, California 91335

        Fax: (301) 980-7818

         
	13,095,449
	
        Kyle Tracey

        3553 Elm Drive

        Calabassas, California 91302

        Fax: (908) 433-3176

        Email: Ktracey01@gmail.com

         
	7,703,205
	
        Vicki Tracey

        10 Ocean Avenue

        Monmouth Beach, New Jersey 07750

        Fax: (732) 571-3151

        Email: victracey@yahoo.com

         
	7,703,205
	
        Justin Manns

        7751 Alabama Ave, Suite 7

        Canoga Park, California 91304

        Fax: (301) 523-1087

         
	7,703,205
	
        Rami Vardi

        22858 Dolorosa St.

        Woodland Hills, California 91307

        Fax: (310) 987-6670

        Email: rvardi@brightlightled.net

         
	3,081,282
	
        David Zemach

        11847 Riverside Drive, Unit 102

        Valley Village, California 91607

        Fax: (818) 620-6221

        Email: davidzemach@gmail.com

         
	3,081,282
	
        Ben Beaulieu

        22157 Hackney

        West Hills, California 91304

        Email: ben@stealthgrow.com

         
	4,621,923
	
        Jay Wright

        6701 Democracy Boulevard

        Bethesda, Maryland 20817

        Fax: (301) 524-4759

        Email: Jwright22@msn.com

         
	2,935,900


 



     

     

    

EXHIBIT B


List of INVESTOR
STOCKHOLDERS


	
         

        Name, Address and E-Mail
	
        Number
        of Shares

        of Common Stock

	W-Net Fund I, L.P.
 12400 Ventura Blvd. Suite 327
 Studio City, California 91604
 Attn:  David Weiner
 Fax:  (818) 474-7589
 E-mail:  dweiner@w-net.com	13,006,242
	Europa International Inc.

1114 Avenue of the Americas, 45th Floor

New York, NY 10036

Fax: (212) 808-7475

Email: fredknoll@knollcapital.com	9,337,288