0001308411-12-000043 Sample Contracts

VOTING AGREEMENT
Voting Agreement • April 9th, 2012 • Phototron Holdings, Inc. • Glass products, made of purchased glass • Delaware

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”).

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ESCROW AGREEMENT
Escrow Agreement • April 9th, 2012 • Phototron Holdings, Inc. • Glass products, made of purchased glass • California

This Escrow Agreement (this “Agreement”), is made and entered into as of April 5, 2012, by and among Stubbs, Alderton & Markiles LLP, as escrow agent (the “Escrow Agent”), Phototron Holdings, Inc., a Delaware corporation (“PHI”), Sterling C. Scott (the “SGT Representative”), and W-Net Fund I, L.P., a Delaware limited partnership (the “Investor Representative”).

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