JOINT FILING AND ACTION AGREEMENTJoint Filing and Action Agreement • August 4th, 2011 • Franklin Wireless Corp • Telephone & telegraph apparatus
WHEREAS, Singer Children’s Management Trust (“SCMT”), David S. Oros (“Mr. Oros”) and Sherman Capital Group LLC, a limited liability company organized under the laws of the State of Arizona (“SCG, and, together with SCMT and Mr. Oros, the “Group” and each, individually, sometimes hereinafter called a “member” of the Group) wish to form 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 and (ii) if the Company fails to respond to the Group’s satisfaction, taking certain steps as the Group deems 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)
