AMENDED AND RESTATED JOINT FILING AND ACTION AGREEMENTJoint Filing and Action Agreement • November 17th, 2011 • Franklin Wireless Corp • Telephone & telegraph apparatus
WHEREAS, on August 4, 2011, 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 “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) engagi
