AMENDED AND RESTATED JOINT FILING AND ACTION AGREEMENT
Exhibit 99.3
AMENDED AND RESTATED
JOINT FILING AND ACTION AGREEMENT
JOINT FILING AND ACTION AGREEMENT
WHEREAS, the undersigned are beneficial stockholders of Franklin Wireless Corp., a Nevada
corporation (the “Company”);
WHEREAS, on August 4, 2011, Singer Children’s Management Trust (“SCMT”), ▇▇▇▇▇ ▇. ▇▇▇▇ (“▇▇.
▇▇▇▇”), and ▇▇▇▇▇▇▇ Capital Group LLC, a limited liability company organized under the laws of the
State of Arizona (“SCG” and together with SCMT and ▇▇. ▇▇▇▇, the “Original Group Members”) executed
a Joint Filing and Action Agreement (the “Original Agreement”) in connection with the Original
Group Members forming a group for the purposes of (i) delivering a letter to the Company’s Board of
Directors seeking improved corporate governance and public disclosure and regular communications
with stockholders, including forward looking information, (ii) if the Company failed to respond to
the letter to the Group’s satisfaction, taking certain steps as the Group deemed necessary and
appropriate, including, without limitation, nominating, and voting in favor of, two persons
designated by the Group for election to the Company’s Board of Directors at a meeting of
stockholders of the Company, (iii) engaging in discussions with the Board of Directors and
management of the Company, and (iv) taking other actions for the purpose of influencing the
corporate governance of the Company, (all of the matters referred to above in this recital,
including changing the Group’s intentions from time to time with respect to any and all such
matters, being hereinafter called, collectively, the “Actions”);
WHEREAS, the Original Group Members, Milfam NG LLC (“Milfam NG”) and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ — Trust C
(“Trust C” and, together with SCMT, ▇▇. ▇▇▇▇, SCG and Milfam NG, the “Group” and each,
individually, sometimes hereinafter called a “member” of the Group) desire to add Milfam NG LLC and
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ — Trust C to the Group, as of the Effective Date (as defined below);
NOW, IT IS AGREED, this 15th day of November, 2011 (the “Effective Date”) by the parties
hereto:
1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), each member of the Group agrees to the joint filing on behalf of each
of them of statements on Schedule 13D with respect to the securities of the Company to the extent
required under applicable securities laws. Each of the undersigned agrees to the joint filing of
any necessary amendments to the Schedule 13D. Each member of the Group shall be responsible for
the accuracy and completeness of his/its own disclosure therein, and is not responsible for the
accuracy and completeness of the information concerning the other members, unless such member knows
or has reason to know that such information is inaccurate.
2. Each member of the Group, including its respective affiliates, agrees not to directly or
indirectly, sell, transfer, make any short sale of, loan, grant any option for the purchase of or
otherwise acquire or dispose of any securities of the Company without the prior written consent of
each of the undersigned.
3. Each of the undersigned agrees to form the Group for the purpose of all steps as are
necessary or appropriate to cause the Actions to be taken.
4. Each member of the Group shall have the right to pre-approve all expenses incurred in
connection with the Group’s Actions (the “Group Expenses”) and agrees to pay directly all such
Group Expenses on a pro rata basis among the members of the Group based on the number of shares of
Common Stock of the Company held by the members of the Group on the Effective Date. In addition to
the other Group Expenses to be shared by each member of the Group pursuant to this Section 4, the
reasonable legal fees and expenses of each member of the Group in connection with the Actions shall
be considered a Group Expense. Notwithstanding any term to the contrary herein, the term “Group
Expenses” shall not include any expenses incurred by any member of the Group in connection with the
purchase or sale of shares of Common Stock of the Company.
5. Each of the undersigned agrees that any SEC filing, press release or stockholder
communication proposed to be made or issued by the Group in connection with the Group’s activities
set forth in Section 3 shall be first approved by each member of the Group, or their respective
representatives, which approval shall not be unreasonably withheld.
6. If any disagreement should arise among the members of the Group concerning decisions to be
made or actions to be taken in connection with the Actions, including, but not limited to the
activities identified in Section 5, such agreement shall be resolved by a majority determination of
the members of the Group (based on the number of shares of Common Stock of the Company held by the
members of the Group on the date hereof) as stated in a writing executed by such majority members.
7. The relationship of the parties hereto shall be limited to carrying on the activities of
the Group and taking the Actions in accordance with the terms of this Agreement. Such relationship
shall be construed and deemed to be for the sole and limited purpose of carrying on such activities
as described herein. Nothing herein shall be construed to authorize any party to act as an agent
for any other party, or to create a joint venture or partnership, or to constitute an
indemnification. Subject to Section 2, nothing herein shall restrict any party’s right to purchase
securities of the Company, as he/it deems appropriate, in his/its sole discretion.
8. This Agreement may be executed in counterparts, each of which shall be deemed an original
and all of which, taken together, shall constitute but one and the same instrument, which may be
sufficiently evidenced by one counterpart.
9. In the event of any dispute arising out of the provisions of this Agreement or their
investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of
the Federal and State Courts in the State of New York.
10. Any party hereto may terminate his/its obligations under this Agreement only after the
earlier of (a) the first business day following the conclusion of the Actions, or (b) on 24 hours’
prior written notice to all other parties, with a copy by electronic mail to ▇▇▇▇▇ ▇▇▇▇, Esq.,
▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, email:
▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.
11. Each party acknowledges that ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall act as counsel for both the Group and
their respective reporting persons relating to the Actions.
12. Each of the undersigned parties hereby agrees that this Agreement shall be filed as an
exhibit to the Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.
13. All notices, requests, demands and other communications to any party under this Agreement
will be in writing and delivered personally, by overnight delivery or courier or by registered mail
to the parties at the address specified for such parties on Schedule I hereto (or at such
other address as may be specified by a party in writing given at least five business days prior
thereto). All notices, requests, demands and other communications will be deemed delivered when
actually received. For purposes of this Section 13, the term “business day” means any day of the
week other than Saturday, Sunday or any day on which commercial banks in the State of New York are
required or authorized to close.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day
and year first above written.
| SINGER CHILDREN’S MANAGEMENT TRUST |
||||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| ▇▇▇▇▇ ▇▇▇▇▇▇, | ||||
| Trustee | ||||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ | |||
| ▇▇▇▇▇ ▇. ▇▇▇▇ | ||||
| ▇▇▇▇▇▇▇ CAPITAL GROUP |
||||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
| MILFAM NG LLC |
||||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III | |||
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ — TRUST C |
||||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III | |||
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Schedule I
Addresses of Parties
Singer Children’s Management Trust
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Capital Group
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Milfam NG LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ — Trust C
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
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