Sonim Technologies Code of Conduct

Company Vision
Sonim Technologies is a leading U.S. provider of ultra-rugged mobility solutions designed specifically for task workers physically engaged in their work environments, often in mission-critical roles. The individuals we serve are our “everyday heroes” – manufacturers, construction workers, electricians, miners, police, firefighters, and first responders. Ultimately, we are in the service industry. We seek to better peoples’ lives by providing a communication solution that they can rely on – everyday, no matter the environment.

We continue to push our technology forward as we are constantly evolving and looking to progress. We know our core competencies and will continue to build upon these; we will harden our devices form factor and durability, we will expand our accessory portfolio to increase our devices’ usability, and we will continue to expand our application ecosystem. Furthermore, we will stand committed to deliver the best service for our customers.

I. Build Trust and Credibility
The success of our business is dependent on the trust and confidence we earn from our employees, customers and shareholders. We gain credibility by adhering to our commitments, displaying honesty and integrity and reaching company goals solely through honorable conduct. It is easy to say what we must do, but the proof is in our actions. Ultimately, we will be judged on what we do.

When considering any action, it is wise to ask: will this build trust and credibility for Sonim? Will it help create a working environment in which Sonim can succeed over the long term? Is the commitment I am making one I can follow through with? The only way we will maximize trust and credibility is by answering “yes” to those questions and by working every day to build our trust and credibility.

II. Respect for the Individual
We all deserve to work in an environment where we are treated with dignity and respect. Sonim is committed to creating such an environment because it brings out the full potential in each of us, which, in turn, contributes directly to our business success. We cannot afford to let anyone’s talents go to waste.

Sonim is an equal employment/affirmative action employer and is committed to providing a workplace that is free of discrimination of all types from abusive, offensive or harassing behavior. Any employee who feels harassed or discriminated against should report the incident to his or her manager or to human resources.

III. Create a Culture of Open and Honest Communication
At Sonim everyone should feel comfortable to speak his or her mind, particularly with respect to ethics concerns. Managers have a responsibility to create an open and supportive environment where employees feel comfortable raising such questions. We all benefit tremendously when employees exercise their power to prevent mistakes or wrongdoing by asking the right questions at the right times.

Sonim will investigate all reported instances of questionable or unethical behavior. In every instance where improper behavior is found to have occurred, the company will take appropriate action. We will not tolerate retaliation against employees who raise genuine ethics concerns in good faith.

Employees are encouraged, in the first instance, to address such issues with their managers or the HR manager, as most problems can be resolved swiftly. If for any reason that is not possible or if an employee is not comfortable raising the issue with his or her manager or HR, Sonim’s CEO does operate with an open-door policy.

IV. Set Tone at the Top
Management has the added responsibility for demonstrating, through their actions, the importance of this Code. In any business, ethical behavior does not simply happen; it is the product of clear and direct communication of behavioral expectations, modeled from the top and demonstrated by example. Again, ultimately, our actions are what matters.

To make our Code work, managers must be responsible for promptly addressing ethical questions or concerns raised by employees and for taking the appropriate steps to deal with such issues. Managers should not consider employees’ ethics concerns as threats or challenges to their authority, but rather as another encouraged form of business communication. At Sonim, we want the ethics dialogue to become a natural part of daily work.

V. Uphold the Law
Sonim’s commitment to integrity begins with complying with laws, rules and regulations where we do business. Further, each of us must have an understanding of the company policies, laws, rules and regulations that apply to our specific roles. If we are unsure of whether a contemplated action is permitted by law or Sonim’s policy, we should seek the advice from the resource expert. We are responsible for preventing violations of law and for speaking up if we see possible violations.

A. Competition
We are dedicated to ethical, fair and vigorous competition. We will sell Sonim products and services based on their merit, superior quality, functionality and competitive pricing. We will make independent pricing and marketing decisions and will not improperly cooperate or coordinate our activities with our competitors. We will not offer or solicit improper payments or gratuities in connection with the purchase of goods or services for Sonim or the sales of its products or services, nor will we engage or assist in unlawful boycotts of particular customers.

B. Proprietary Information
It is important that we respect the property rights of others. We will not acquire or seek to acquire improper means of a competitor’s trade secrets or other proprietary or confidential information. We will not engage in unauthorized use, copying, distribution or alteration of software or other intellectual property.

C. Selective Disclosure
We will not selectively disclose (whether in one-on-one or small discussions, meetings, presentations, proposals or otherwise) any material nonpublic information with respect to Sonim, its securities, business operations, plans, financial condition, results of operations or any development plan. We should be particularly vigilant when making presentations or proposals to customers to ensure that our presentations do not contain material nonpublic information.

VI. Health and Safety
Sonim is dedicated to maintaining a healthy environment. Safety Guidelines and procedures have been posted in the workplace. If you do not have visibility to these guidelines, please see your HR team.

VII. Avoid Conflicts of Interest
A. Conflicts of Interest
We must avoid any relationship or activity that might impair, or even appear to impair, our ability to make objective and fair decisions when performing our jobs. At times, we may be faced with situations where the business actions we take on behalf of Sonim may conflict with our own personal or family interests. We owe a duty to Sonim to advance its legitimate interests when the opportunity to do so arises. We must never use Sonim property or information for personal gain or personally take for ourselves any opportunity that is discovered through our position.

Here are some other ways in which conflicts of interest could arise:

1. Being employed (you or a close family member) by, or acting as a consultant to, a competitor or potential competitor, supplier or contractor, regardless of the nature of the employment, while you are employed with Sonim.
2. Hiring or supervising family members or closely related persons.
3. Serving as a board member for an outside commercial company or organization.
4. Owning or having a substantial interest in a competitor, supplier or contractor.
5. Having a personal interest, financial interest or potential gain in any Sonim transaction.
6. Placing company business with a firm owned or controlled by a Sonim employee or his or her family.
7. Accepting gifts, discounts, favors or services from a customer/potential customer, competitor or supplier, unless equally available to all Sonim employees.

Determining whether a conflict of interest exists is not always easy to do. Employees with a conflict of interest question should seek advice from management. Before engaging in any activity, transaction or relationship that might give rise to a conflict of interest, employees must seek review from their managers or the HR team.

B. Gifts, Gratuities and Business Courtesies
Sonim is committed to competing solely on a merit of our products and services. We should avoid any actions that create a perception that favorable treatment of outside entities by Sonim was sought, received or given in exchange for personal business courtesies. Business courtesies include gifts, gratuities, meals, refreshments, entertainment or other benefits from persons or companies with whom Sonim does or may do business. We will neither give nor accept business courtesies that constitute, or could reasonably be perceived as constituting, unfair business inducements that would violate law, regulation or polices of Sonim or customers, or would cause embarrassment or reflect negatively on Sonim’s reputation.

C. Accepting Business Courtesies
Most business courtesies offered to us in the course of our employment are offered because of our positions at Sonim. We should not feel any entitlement to accept and keep a business courtesy. Although we may not use our position at Sonim to obtain business courtesies, and we must never ask for them, we may accept unsolicited business courtesies that promote successful working relationships and good will with the firms that Sonim maintains or may establish a business relationship with.

Employees who award contracts or who can influence the allocation of business, who create specifications that result in the placement of business or who participate in negotiation of contracts must be particularly careful to avoid actions that create the appearance of favoritism or that may adversely affect the company’s reputation for impartiality and fair dealing. The prudent course is to refuse a courtesy from a supplier when Sonim is involved in choosing or reconfirming a supplier or under circumstances that would create an impression that offering courtesies is the way to obtain Sonim business.

D. Meals, Refreshments and Entertainment
We may accept occasional meals, refreshments, entertainment and similar business courtesies that are shared with the person who has offered to pay for the meal or entertainment, provided that:

• They are not inappropriately lavish or excessive.
• The courtesies are not frequent and do not reflect a pattern of frequent acceptance of courtesies from the same person or entity.
• The courtesy does not create the appearance of an attempt to influence business decisions, such as accepting courtesies or entertainment from a supplier whose contract is expiring in the near future.
• The employee accepting the business courtesy would not feel uncomfortable discussing the courtesy with his or her manager or co-worker or having the courtesies known by the public.

E. Gifts
Employees may accept unsolicited gifts, other than money, that conform to the reasonable ethical practices of the mark