InfoSonics is committed to protecting the interests of its stockholders through sound principals of corporate governance and openness and transparency with regulators and the investing public. As a public company, we are committed to a strong Code of Business Conduct and strive to make honesty and integrity the foundations of our corporate culture.

In this portion of our website, we have posted key information about our corporate governance policies. These policies provide a framework for the proper operation of our Company, consistent with our stockholders’ best interests and the requirements of the securities laws and The NASDAQ Stock Market upon which our stock is traded. Some of our corporate governance policies include:

> Maintenance of Board Committees including Audit, Compensation and Nominating and Corporate Governance Committees, all comprised entirely of fully independent directors;
> Annual review of the charters of each of our Board Committees which clearly establish their respective roles and responsibilities;
> Our Audit Committee Chairman has the requisite financial management expertise required by the corporate governance standards of NASDAQ and SEC regulations;
> We hold regular Board and Committee meetings with discussion materials distributed to Board and Committee members in advance of meetings;
> The independent members of our Board meet regularly without the presence of management;
> The Board as a whole and each committee of the Board are authorized to directly retain and consult with outside experts as the members deem appropriate;
> Our independent auditors report directly to the Audit Committee;
> All of our employees and Directors are required to affirm their acceptance of our Code of Business Conduct and Ethics Policy and an Insider Trading Policy;
> Loans to officers or directors are prohibited.
InfoSonics remains dedicated to ensuring the highest standards of conduct and ethical behavior in all aspects of our business and operations. We will continue to monitor our policies and procedures and to modify them when necessary based on changing business and regulatory environments.>

Below is a summary of the committee structure of our Board of Directors and membership information.

X = Member, C= Chairman

(A) – Chairman of the Board

(As Amended and Approved March 12, 2015)

Purpose and Authority

The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of InfoSonics Corporation (the “Company”) is to oversee (a) the Company’s accounting and financial reporting processes and the audits of the Company’s financial statements, (b) the independent auditor’s qualifications, independence and performance, (c) the Company’s internal audit function ,if any, and the performance of its internal accounting and financial controls, and (d) the Company’s compliance with legal and regulatory requirements (including, without limitation, compliance with the Company’s code of ethics for senior financial officers and compliance with the Company’s code of conduct for all Company personnel).

The Committee is directly responsible for the appointment, compensation, retention and oversight of the independent auditor, and shall also have all authority necessary to fulfill the duties and responsibilities assigned to the Committee in this Charter or otherwise assigned to it by the Board. To the extent permitted by applicable law, regulations and listing requirements, as the Committee deems appropriate, it may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Committee.

As the Committee deems appropriate, it may retain independent counsel, accounting and other advisors to assist the Committee in carrying out its duties without seeking Board approval with respect to the selection, fees or terms of engagement of any such advisors. The Company will provide the Committee with appropriate funding, as the Committee determines, for the payment of compensation to the Company’s independent auditor, outside counsel and other advisors and for administrative expenses, deemed necessary or appropriate by the Committee in carrying out its duties.

Composition

Independence

The Committee shall be composed of at least three directors, each of whom shall, as determined by the Board, meet the independence requirements established by the Board and applicable laws, regulations and listing requirements applicable to the Company from time to time.

Financial Literacy/Expertise

Each Committee member shall in the judgment of the Board have the ability to read and understand fundamental financial statements. At least one member of the Committee shall have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication. In addition, at least one member of the Committee shall in the judgment of the Board be an “audit committee financial expert” as defined by the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Service on Other Public Company Audit Committees

Generally, no member of the Committee may serve on more than three audit committees of publicly traded companies (including the Audit Committee of the Company) at the same time. For this purpose, service on the audit committees of a parent and its substantially owned subsidiaries counts as service on a single audit committee.

Appointment and Removal of Members

The members of the Committee shall be appointed by the Board. The Board may remove any member from the Committee at any time with or without cause.

Duties and Responsibilities

The Committee shall have the following duties and responsibilities, in addition to any duties and responsibilities assigned to the Committee from time to time by the Board.

Engagement of Independent Auditor

1 – Select and retain the independent auditor; determine and approve compensation of the independent auditor; resolve disagreements between management and the independent auditor regarding financial reporting; oversee and evaluate the work of the independent auditor and, where appropriate, replace the independent auditor, with the understanding that the independent auditor shall report directly to the Committee.

2 – Establish policies and procedures for the review and pre-approval by the Committee (including directly by the Committee or pursuant to appropriate delegation to Committee member(s)) of all auditing services and permissible non-audit services (including the fees and terms thereof) to be performed by the independent auditor.

Evaluate Independent Auditor’s Qualifications, Performance and Independence

3 – At least annually, evaluate the independent auditor’s qualifications, performance and independence, including that of the lead partner.

4 – At least annually, obtain and review the letter and written disclosures from the independent auditor required by applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) regarding the independent accountant’s communications with the audit committee concerning independence, including a formal written statement by the independent auditor delineating all relationships between the auditor and the Company; actively engage in a dialogue with the auditor with respect to that firm’s independence and any disclosed relationships or services that may impact the objectivity and independence of the auditor; and take appropriate action to oversee the independence of the outside auditor.

5 – Discuss with the independent auditor the matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the PCAOB in Rule 3200T from time to time, together with any other matters as may be required for public disclosure or otherwise under applicable laws, rules and regulations

6 – Ensure that the independent auditor is in compliance with the partner rotation requirements of the SEC or any other applicable regulatory body.

Review Financial Statements and Financial Disclosure

7 – Prior to filing any periodic report with the SEC, meet with management and the independent auditor to review and discuss the annual audited financial statements (including the report of the independent auditor thereon) and quarterly unaudited financial statements, including in each case the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

8 – Regularly review with the independent auditor any audit problems or difficulties and management’s response, including any restriction on the scope of activities, access to required information, the adequacy of internal controls, adjustments noted or proposed by the independent auditor but not taken (as immaterial or otherwise) by management, communications between the audit team and the national office concerning auditing or accounting issues, and any management or internal control letters issued or proposed to be issued by the auditor.

9 – If so determined by the Committee, based on its review and discussion of the audited financial statements with management and the independent auditor, its discussions with the independent auditor regarding the matters required to be discussed by statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the PCAOB in Rule 3200T, and its discussions regarding the auditor’s independence, recommend to the Board whether the audited financial statements be included in the Company’s annual report on Form 10-K.

10 – Review earnings press releases, including quarterly earnings releases, in advance of their dissemination. Discuss or review corporate policies with respect to financial information and earnings guidance provided to analysts and rating agencies.

Periodic Assessment of Accounting Practices and Policies and Risk and Risk Management

11 – Obtain and review timely reports from the independent auditor regarding (a) all critical accounting policies and practices to be used, (b) all alternative treatments of financial information within GAAP that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor, and (c) other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.

12 – Review at least annually (a) major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, and major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies; (b) analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements; and (c) the effect of regulatory and accounting initiatives on the financial statements of the Company.

13 – Review and discuss with management from time to time the effectiveness of, or any deficiencies in, the design or operation of disclosure controls and procedures or internal controls and any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. Review any report issued by the Company’s independent auditor regarding management’s assessment of the Company’s internal controls, as well as any report issued as a result of a peer review of the firm or any inquiry or investigation by governmental or professional authorities. Review any steps taken by the Company to deal with any issues raised in such reports.

14 – Discuss policies with respect to risk assessment and risk management, including the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures.

Related-Person Transactions

15 – Review policies and procedures with respect to transactions between the Company and officers and directors, or affiliates of officers or directors, or transactions that are not a normal part of the Company’s business, and review and approve those related-person transactions that would be disclosed pursuant to SEC Regulation S-K, Item 404.

Internal Audit Review

16 – Review, and discuss with the independent auditor, the responsibilities, functions and performance of the Company’s internal audit department, if any, including internal audit plans, budget, staffing and the scope and results of internal audits.

Proxy Statement Report of Audit Committee

17 – Approve the audit committee report and any other audit-related disclosures required by the rules of the SEC or other applicable regulatory body, to be included in Company SEC filings.

Hiring Policies

18 – Set clear hiring policies for the Company’s hiring of employees or former employees of the independent auditor who were engaged on the Company’s account (including past and present members of the audit engagement team), and ensure that such policies comply with any regulations applicable to the Company from time to time.

Complaint Procedures and Ethics Compliance

19 – Establish procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters pursuant to and to the extent required by laws, rules and regulations applicable to the Company from time to time.

20 – Establish and oversee procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters pursuant to and to the extent required by laws, rules and regulations applicable to the Company from time to time.

21 – Establish and oversee a code of ethics for senior financial officers pursuant to and to the extent required by laws, rules and regulations applicable to the Company from time to time and assist the Board in the oversight of such code of ethics.

22 – Develop and monitor compliance with a code of conduct applicable to the Company’s directors, officers and employees pursuant to and to the extent required by laws, rules and regulations applicable to the Company from time to time.

Legal Matters

23 – Review legal and regulatory matters that may have a material impact on the financial statements and related Company compliance policies and programs.

Meetings and Reporting to Board

The Committee shall meet as often as necessary to fulfill the responsibilities set forth in this Charter, which shall include at least four quarterly meetings for the year. In the absence of a member designated by the Board to serve as chair, the members of the Committee may appoint from among their number a person to preside at their meetings.

The Committee shall meet at least quarterly in separate executive sessions with management, internal audit personnel (if applicable) and the independent auditor to discuss matters that the Committee or the other groups believe warrant Committee attention.

The Committee shall provide minutes of Committee meetings to the Board and report regularly to the Board on its activities.

Evaluation

The Committee shall annually review and reassess the adequacy of this Charter, including the Committee’s structure, processes, and membership requirements, and, if appropriate, propose changes to the Board.

The Committee shall obtain or perform an annual evaluation of the Committee’s performance and make applicable recommendations for improvement.

It is the responsibility of the Company’s management to prepare consolidated financial statements in accordance with GAAP and the responsibility of the Company’s independent auditors to audit those financial statements. The Committee’s responsibility is one of oversight.

(As Amended and Approved March 12, 2015)

Purpose and Authority

The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of InfoSonics Corporation (the “Company”) is to (a) oversee the Company’s compensation plans, policies and programs for its senior management and non-employee directors of the Board, (b) oversee the Company’s employee benefit plans, including its incentive compensation and equity compensation plans, and (c) review, discuss with Company management, make recommendations regarding and approve, as applicable, compensation-related disclosures as may be required by the Securities and Exchange Commission (“SEC”) or other applicable regulatory bodies, including any compensation discussion and analysis (“CD&A”), if required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to be included in Company SEC filings.

The Committee shall have all authority necessary to fulfill the duties and responsibilities assigned to the Committee in this Charter or otherwise assigned to it by the Board. To the extent permitted by applicable law, regulations and listing requirements, as the Committee deems appropriate, it may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Committee. The Committee may delegate to one or more senior executive officers the authority to make grants of equity-based compensation to eligible individuals who are not executive officers of the Company, subject to compliance with applicable laws. The Committee may revoke any delegation of authority at any time.

The Committee will from time to time work with the Company’s human resources professionals in discharging its duties. The Committee shall have the sole authority to retain and terminate, or receive advice from, outside counsel, compensation consultants, or other advisors, as it deems appropriate, to assist the Committee in carrying out its duties without seeking Board approval with respect to the selection, fees or terms of engagement of any such advisors. The Committee may retain, or receive advice from, such outside counsel, compensation consultants, or other advisors only after considering the factors specified in Exchange Act Rule 10C-1. The Committee may retain, or receive advice from, any compensation advisor they prefer, including ones that are not independent, after considering the specified factors. The Committee is not required to assess the independence of any compensation consultant or other advisor that acts in a role limited to (i) consulting on any broad-based plan that does not discriminate in scope, terms or operation in favor of executive officers or directors and that is generally available to all salaried employees or (ii) providing information that is not customized for a particular company or that is customized based on parameters that are not developed by the consultant or advisor, and about which the consultant or advisor does not provide advice. The Company will provide the appropriate funding, as the Committee determines, for the payment of compensation to the Committee’s independent counsel and other advisors and for administrative expenses, deemed necessary or appropriate by the Committee in carrying out its duties.

Composition

Independence

The Committee shall be composed of at least three directors, each of whom shall, as determined by the Board, (a) meet the independence standards established by the Board and applicable laws, regulations and listing requirements applicable to the Company from time to time, (b) be a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, and (c) be an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

Appointment and Removal of Members

The members of the Committee shall be appointed by the Board. The Board may remove any member from the Committee at any time with or without cause.

Philosophy

The Committee shall review, evaluate and make recommendations, as applicable, to the Board regarding the Company’s executive compensation philosophy and the objectives of the Company’s executive compensation programs.

Duties and Responsibilities

The Committee shall have the following duties and responsibilities, in addition to any duties and responsibilities assigned to the Committee from time to time by the Board:

Overall Compensation

1 – Review at least annually the Company’s overall compensation philosophy and related compensation and benefit policies, programs and practices to (a) ensure that they support the Company’s business objectives and comply with applicable laws and regulations and (b) evaluate whether the Company’s incentive compensation programs contain incentives for executive officers and employees to take risks in performing their duties that are reasonably likely to have a material adverse effect on the Company.

Executive Compensation

2 – Review and approve goals and objectives relevant to the compensation of the Chief Executive Officer (“CEO”), evaluate the CEO’s performance in light of those goals and objectives, and set the CEO’s compensation level (including, but not limited to, annual base salary, long- and short-term incentive compensation, retirement plans, deferred compensation plans, equity compensation plans and change-in-control or other severance plans, as the Committee deems appropriate), based on this evaluation. In reviewing and approving such matters, the Committee shall consider such matters as it deems appropriate, including the Company’s financial and operating performance, the alignment of the interests of the executive officers and the Company’s stockholders, the performance of the Company’s common stock and the Company’s ability to attract and retain qualified individuals. The CEO may not be present during voting or deliberations concerning his or her compensation.

3 – Evaluate annually the assessment by the CEO of the other executive officers of the Company in light of the goals and objectives of the Company’s executive compensation program, and approve, each such executive officer’s compensation level (including, but not limited to, annual base salary, long- and short-term incentive compensation, retirement plans, deferred compensation plans, equity compensation plans and change-in-control or other severance plans, as the Committee deems appropriate), based on this evaluation.

4 – Review and approve, if appropriate, or recommend to the Board for approval:

(a) compensation arrangements to be made between the Company and any newly hired or promoted executive officer,

(b) any new or amended employment, severance, termination or change of control agreement or arrangement between the Company and any executive officer, and

(c) any other special executive employment, compensation or retirement arrangements.

5 – Perform such duties and responsibilities as may be assigned to the Committee under the terms of any of the Company’s executive compensation programs.

Incentive Compensation Plans and Benefit Programs

6 – Review and approve, if appropriate, or recommend to the Board for approval incentive compensation plans and benefits programs, including those covering senior management. Amend or terminate any such plan or program to the extent the Committee deems appropriate, provided that Board approval shall be obtained (following applicable Committee review and recommendation) to the extent such termination or amendment requires stockholder approval or Board approval is otherwise required under the terms of the plan or program or by applicable law or regulation.

7 – Perform such duties and responsibilities, including acting as plan administrator and reviewing applicable goals and objectives, as may be assigned to the Committee under the terms of any compensation plan or other benefit program, including any incentive compensation or equity-based plan.

8 – Make and approve stock option grants and other equity awards to persons who are Board members or executive officers of the Company.

Non-Employee Director Compensation

9 – Oversee and annually review the non-employee director compensation program, including all forms of cash compensation paid to non-employee directors and the grant of all forms of stock compensation provided to such directors. Recommend to the Board any adjustments to director compensation. No member of the Committee will act to fix his or her own compensation, except for compensation to directors for their service as a director.

Regulatory Compliance

10 – Review, discuss with management and make recommendations regarding compensation-related disclosures, as applicable, as may be required by the SEC or other applicable regulatory bodies, including the Company’s annual Compensation Committee Report to be included in SEC filings and the Company’s CD&A, if required.

11 – Approve the Company’s annual Compensation Committee Report to be included in SEC filings and the Company’s CD&A, if required.

12 – Monitor compliance with the laws, rules and regulations governing executive compensation, including Section 16 of the Exchange Act, stockholder approval of certain executive compensation matters, and the Company’s policies on structuring compensation programs to preserve tax deductibility under Section 162(m) of the Code, as each may be amended from time.

Meetings

The Committee shall meet as often as necessary to fulfill the responsibilities set forth in this Charter. In the absence of a member designated by the Board to serve as chair of the Committee, the members of the Committee may appoint from among their number a person to preside at their meetings.

The Committee shall provide minutes of Committee meetings to the Board and report regularly to the Board on its activities.

Evaluation

The Committee shall annually review and reassess the adequacy of this Charter, including the Committee’s structure, processes, and membership requirements, and, if appropriate, propose changes to the Board.

The Committee shall obtain or perform an annual evaluation of the Committee’s performance and make applicable recommendations for improvement.

(As Amended and Approved March 12, 2015)

Purpose and Authority

The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of InfoSonics Corporation (the “Company”) is to (a) identify individuals qualified to become directors on the Board and approve and recommend to the Board candidates for election as directors, (b) oversee evaluations of the Board and its Committees, and (c) develop, periodically review, monitor and recommend to the Board corporate governance principles and policies applicable to the Company.

The Committee shall have all authority necessary to fulfill the duties and responsibilities assigned to the Committee in this Charter or otherwise assigned to it by the Board. To the extent permitted by applicable law, regulations and listing requirements, as the Committee deems appropriate, it may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Committee.

The Committee shall have the sole authority to retain and terminate any search firm that is used to identify director candidates, including the sole authority to approve fees and other retention terms. As the Committee deems appropriate, it may retain independent counsel and other advisors to assist the Committee in carrying out its duties without seeking Board approval with respect to the selection, fees or terms of engagement of any such advisors. The Company will provide the appropriate funding, as the Committee determines, for the payment of compensation to the Committee’s independent counsel and other advisors and for administrative expenses, deemed necessary or appropriate by the Committee in carrying out its duties.

Composition

Independence

The Committee shall be composed of at least three directors, each of whom shall, as determined by the Board, meet independence standards established by the Board and applicable laws, regulations and listing requirements applicable to the Company from time to time.

Appointment and Removal of Members

The members of the Committee shall be appointed by the Board. The Board may remove any member from the Committee at any time with or without cause.

Duties and Responsibilities

The Committee shall have the following duties and responsibilities, in addition to any duties and responsibilities assigned to the Committee from time to time by the Board.

Director Selection

1 – Approve and recommend for Board consideration candidates for election as directors based on the Director Selection Guidelines outlined in Exhibit A to this Charter, including candidates to be elected by the Board as necessary to fill vacancies and newly created directorships.

2 – Periodically review and recommend to the Board appropriate revisions to the Director Selection Guidelines outlined in Exhibit A to this Charter.

3 – Determine procedures for the identification, evaluation, approval and recommendation of director candidates, as appropriate, including with respect to director candidates recommended by the Company’s stockholders.

Board and Board Performance

4 – Periodically review and make recommendations to the Board regarding the appropriate size and composition of the Board.

5 – Recommend to the Board standards regarding Company’s definition of “independence” as such term relates to directors (taking into account, among other things, applicable listing requirements, and laws and regulations applicable to the Company from time to time).

6 – Monitor compliance with established independence standards by non-employee directors; recommend frequency of and monitor holding of regularly scheduled meetings of the independent directors.

7 – Establish, coordinate and review with the Chair of the Board criteria and methods for at least annually evaluating the effectiveness of the Board and its Committees.

Board Leadership and Relationship to Senior Management and Other Constituents

8 – Develop and recommend to the Board procedures for review and selection of the Chair of the Board (as well as for the selection of any presiding director of the regularly scheduled meetings of independent directors, as applicable).

9 – Monitor process and scope of director access to Company management, employees, stockholders and other interested constituents and communications between directors and Company management, employees, stockholders and other interested constituents.

Board Committee Matters

10 – Recommend to the Board, as appropriate, the number, type, functions, structure and independence of Board committees.

11 – Determine criteria and procedures for selection of Board committee members and chairs, as appropriate.

12 – Make recommendations to the Board, at least annually, regarding membership of directors on Board committees; advise the Board and/or committees with regard to selection of members and chairs of committees.

Management Succession Planning

13 – Develop guidelines for and monitor management succession planning.

Governance Policies and Director Orientation/Continuing Education

14 – Develop, review and recommend to the Board, as appropriate, principles and policies relating to corporate governance; and monitor compliance with and the effectiveness of such principles and policies, as appropriate.

15 – Periodically review, revise and monitor, as appropriate, the Company’s director orientation program and continuing education activities.

Meetings

The Committee shall meet as often as necessary to fulfill the responsibilities set forth in this Charter. In the absence of a member designated by the Board to serve as chair of the Committee, the members of the Committee may appoint from among their number a person to preside at Committee meetings.

The Committee shall provide minutes of Committee meetings to the Board and report regularly to the Board on its activities.

Evaluation

The Committee shall annually review and reassess the adequacy of this Charter, including the Committee’s structure, processes, and membership requirements, and, if appropriate, propose changes to the Board.

The Committee shall obtain or perform an annual evaluation of the Committee’s performance and make applicable recommendations for improvement.

EXHIBIT A

INFOSONICS CORPORATION

Director Selection Guidelines

The Charter of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of InfoSonics Corporation (the “Company”) requires the Committee to develop and periodically review and recommend to the Board appropriate revisions to these Director Selection Guidelines. The following guidelines have been adopted by the Board on the recommendation of the Committee.

Director Qualifications

When considering potential director candidates for nomination or election, directors should consider the following qualifications, among others, of each director candidate:

1 – High standard of personal and professional ethics, integrity and values;

2 – Training, experience and ability at making and overseeing policy in business, government and/or education sectors;

3 – Willingness and ability to keep an open mind when considering matters affecting interests of the Company and its constituents;

4 – Willingness and ability to devote the required time and effort to effectively fulfill the duties and responsibilities related to Board and committee membership;

5 – Willingness and ability to serve on the Board for multiple terms, if nominated and elected, to enable development of a deeper understanding of the Company’s business affairs;

6 – Willingness not to engage in activities or interests that may create a conflict of interest with a director’s responsibilities and duties to the Company and its constituents;

7 – Willingness to act in the best interests of the Company and its constituents, and objectively assess Board, committee and management performances.

8 – Experience working with public companies; and

9 – Financial training and/or experience.

Board Composition Selection Criteria

The Board believes that its effectiveness depends on the overall mix of the skills and characteristics of its directors. Accordingly, the following factors, among others, relating to overall Board composition should be considered when determining Board needs and evaluating director candidates to fill such needs:

1 – Independence;

2 – Diversity (e.g., age, geography, professional, other);

3 – Professional experience;

4 – Industry knowledge (e.g., relevant industry or trade association participation);

5 – Skills and expertise (e.g., accounting or financial);

6 – Leadership qualities;

7 – Public company board and committee experience;

8 – Non-business-related activities and experience (e.g., academic, civic, public interest);

9 – Board continuity (including succession planning);

10 – Board size;

11 – Number and type of committees, and committee sizes; and

12 – Legal, regulatory, listing and exchange requirements and recommendations, and other corporate governance‑related guidance regarding board and committee composition.

Selection Procedures

Potential director candidates should be referred to the Chair of the Committee for consideration by the Committee and possible recommendation to the Board. The Committee shall maintain a list of director candidates to consider and propose to the Board as it may deem appropriate and necessary. If necessary or desirable in the opinion of the Committee, the Committee will determine appropriate means for seeking additional director candidates, including engagement of any outside consultant, including search firms, to assist the Committee in the identification of director candidates.

The Committee will consider candidates recommended by stockholders. To recommend director candidates, stockholders should submit their suggestions in writing to the Committee, c/o the Corporate Secretary at the Company, providing the candidate’s name, biographical data and other relevant information set forth in the Company’s filings with the Securities and Exchange Commission or otherwise by the Company together with a consent from the suggested candidate to serve on the Company’s Board if nominated and elected.

The Committee shall decide on the appropriate means for the review, recommendation and/or selection of individual director candidates, including current directors, and the recommendation of director candidates to the Board. In the event of a vacancy on the Board, the Chair of the Committee shall initiate the effort to identify appropriate director candidates.

Introduction

This Code of Business Conduct and Ethics (the “Code”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees of the Company. The standards set forth in this Code are linked closely to our corporate vision, strategies and values. All of our employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The Code is intended to provide guidance to persons functioning in managerial or administrative capacities, as well as to all employees.

If a law conflicts with a policy in this Code, you must comply with the law. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.

The integrity, reputation and profitability of the Company ultimately depend upon the individual actions of our employees, representatives, officers, directors, agents and consultants. It is the policy of the Company and its subsidiaries to comply with all applicable laws and to adhere to ethical standards in the conduct of our business. Each employee is expected to read and understand this Code, uphold these standards in daily activities and take personal responsibility for compliance with all applicable policies and procedures.

Those who violate the standards in this Code will be subject to disciplinary action, up to and including termination of employment. The guidelines in this Code are neither exclusive nor comprehensive. Because the business and legal environment in which the Company operates is complex, it would be impossible to formulate a single policy that would govern all possible situations. Employees are expected and required to comply with the letter and the spirit of all applicable laws and policies, whether or not specifically addressed within this Code. If you are in a situation which you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 14 of this Code.

1. Compliance with Laws, Rules and Regulations

Obeying the law, both in letter and in spirit, is the foundation on which this Company’s ethical standards are built. All employees must respect and obey the laws of the cities, states and countries in which we operate. Although not all employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel. Because individual violations may also subject the Company to civil or criminal liability or the loss of business, the Company takes legal compliance measures seriously and works diligently to enforce them.

If requested, the Company will hold information and training sessions to promote compliance with laws, rules and regulations, including insider-trading laws.

2. Conflicts of Interest

A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company.

Some scenarios that may pose potential conflict of interest problems include, but are not limited to, the following:

1. Investing in any company that sells products or services similar to the Company’s, or any company doing or seeking to do business with the Company, other than relatively small investments in securities widely held by the general public;

2. Working for, or on behalf of, any such company;

3. Placing Company business with relatives or friends, or working on a Company project that will have a direct impact on the financial interests of relatives or friends;

4. Encouraging companies dealing with the Company to buy supplies or services from relatives or friends;

5. Borrowing money from companies doing or seeking to do business with the Company other than on generally available terms;

6. Participating in the regulatory or other activities of a community or governmental body that have a direct impact on the business of the Company or its affiliates;

7. Hiring or supervising a relative or friend;

8. Engaging in a personal relationship with another employee or vendor that affects one’s ability to do one’s job or disrupts the workplace;

9. Serving as a director of any company that competes with the Company; and

10. Accepting gifts or gratuities in any one-year period valued in excess of one hundred dollars ($100) in the aggregate from any customer, vendor, supplier, or other person doing business with the Company or its affiliates.

The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf. Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board of Directors. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult the procedures described in Section 14 of this Code.

3. Securities Laws and Insider Trading

It is against Company policy for any individual to profit from material undisclosed information relating to the Company or any company with which the Company does business. If an officer, director or employee is in possession of material inside information that the Company has not yet disclosed to the public, he or she may not purchase or sell any of the securities of the Company or “tip” others to trade in Company stock. Material inside information is defined as facts that have not been disclosed to the public that would influence a reasonable investor’s decision to buy or sell a company’s stock or other securities. Also, if an officer, director or employee has inside or unpublished knowledge about any of the Company’s public-company suppliers, customers or any other public company that the Company does business with, he or she may not purchase or sell securities of those companies or tip others to do so.

Insider trading is a crime, and in addition to criminal penalties, the SEC may seek the imposition of a civil penalty of up to three times the profits made or losses avoided from the trading. Insider traders must also disgorge any profits made and are often subjected to an injunction against future violations. Insider traders may further be subjected to civil liability in private law suits.

Moreover, U.S. securities laws provide for penalties not only for those who engage in insider trading, but also for those controlling persons who fail to take appropriate action when they either knew or should have known that persons within their control were violating these rules. Therefore, it is essential that employees be alert to those situations where others within the Company (particularly those over whom the employee has some supervisory authority) may not be observing the rules of insider trading. We urge you to contact the Company’s Chief Executive Officer or Chief Financial Officer if you are unsure as to whether or not you are free to trade under a particular set of circumstances.

4. Corporate Opportunities

Employees, officers and directors are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No employee may use corporate property, information, or position for improper personal gain, and no employee may compete with the Company directly or indirectly. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

5. Competition and Fair Dealing

We seek to outperform our competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee should endeavor to respect the rights of and deal fairly with the Company’s customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided or accepted by any Company employee, family member of an employee or agent unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff, and (5) does not violate any laws or regulations. Please discuss with your supervisor any gifts or proposed gifts which you are not certain are appropriate.

6. Discrimination and Harassment

The diversity of the Company’s employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.

7. Health and Safety

The Company strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated.

8. Record-Keeping

The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported.

Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or your controller.

All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation.

Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports. Records should always be retained or destroyed according to the Company’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation please consult the Company’s Legal Department or, if there is no Legal Department at that time, the Company’s Chief Executive Officer or Chief Financial Officer.

9. Confidentiality

Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, except when disclosure is authorized by the Legal Department or, if there is no Legal Department at that time, the Company’s Chief Executive Officer or Chief Financial Officer or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends.

10. Protection and Proper Use of Company Assets

All employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business, though incidental personal use may be permitted.

The obligation of employees to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.

11. Payments to Government Personnel

The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.

In addition, the U.S. government has a number of laws and regulations regarding business gratuities which may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. The Company’s Legal Department or, if there is no Legal Department at that time, the Company’s Chief Executive Officer or Chief Financial Officer can provide guidance to you in this area.

12. Waivers of the Code of Business Conduct and Ethics

Any waiver of this Code for executive officers or directors may be made only by the Board or a Board committee and will be promptly disclosed as required by law or stock exchange regulation.

13. Reporting any Illegal or Unethical Behavior

Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct.

Employees must read the Company’s Employee Complaint Procedures for Accounting and Auditing Matters attached as Exhibit A, which describes the Company’s procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters. Any employee may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind.

14. Compliance Procedures

We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know if a violation has occurred. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:

> Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.

> Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.

> Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.

> Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your supervisor’s responsibility to help solve problems.

> Seek help from Company resources. In the rare case where it may not be appropriate to discuss an issue with your supervisor, or where you do not feel comfortable approaching your supervisor with your question, discuss it locally with your office manager or another member of management.

> You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind against employees for good faith reports of ethical violations.

> Always ask first, act later: If you are unsure of what to do in any situation, seek guidance before you act.

Exhibit A  INFOSONICS CORPORATION
Procedures for Complaints Regarding Accounting,
Internal Accounting Controls or Auditing Matters

Any employee of the Company may submit a good faith complaint regarding accounting or auditing matters to the management of the Company without fear of dismissal or retaliation of any kind. The Company is committed to achieving compliance with all applicable securities laws and regulations, accounting standards, accounting controls and audit practices. The Company’s Audit Committee will oversee treatment of employee concerns in this area.

In order to facilitate the reporting of employee complaints, the Company’s Audit Committee has established the following procedures for (1) the receipt, content, retention and treatment of complaints regarding accounting, internal accounting controls, or auditing matters (“Accounting Matters”), (2) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters, and (3) the role, rights and responsibilities of employees who make complaints.

Receipt of Employee Complaints

> Employees with concerns regarding Accounting Matters may report their concerns to the Company’s Legal Department, or if there is no Legal Department at that time, to the Company’s Chief Executive Officer or Chief Financial Officer, or to any member of the Company’s Audit Committee. Employees may forward any complaints in person, by telephone, by regular mail or by e-mail.

> The Company, including all persons receiving employee complaints, shall maintain the confidentiality or, if the employee requests, the anonymity of the person making the complaint to the fullest extent reasonably practicable within the legitimate needs of law and any ensuing evaluation or investigation. Legal or business requirements may not allow for complete anonymity. Also, in some cases, it may not be possible to proceed with or properly conduct an investigation if the person making a compliant does not identify herself or himself. In addition, persons making complaints should be cautioned that their identity might become known for reasons outside of the control of the Company.

Scope of Matters Covered by These Procedures

These procedures relate to employee complaints relating to any questionable accounting or auditing matters, including, without limitation, the following:

> fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company;

> fraud or deliberate error in the recording and maintaining of financial records of the Company;

> deficiencies in or noncompliance with the Company’s internal accounting controls;

> misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of the Company; or

> deviation from full and fair reporting of the Company’s financial condition.

Content of Complaints

To assist the Company in the response to or investigation of a complaint, the complaint should be factual rather than speculative, and contain as much specific information as possible to allow for proper assessment of the nature, extent and urgency of the matter that is the subject of the complaint. Without limiting the foregoing, the complaint should, to the extent possible, contain the following information:

> the alleged event, matter or issue that is the subject of the complaint;

> the name of each person involved;

> if the complaint involves a specific event or events, the approximate date and location of each event; and

> any additional information, documentation or other evidence available to support the complaint.

It is less likely that the Company will be able to initiate an investigation based on a complaint that contains unspecified wrongdoing or broad allegations without verifiable evidentiary support.

Treatment of Complaints

> Upon receipt of a complaint, the Company’s Legal Department, or if there is no Legal Department at that time, the Company’s Chief Executive Officer or Chief Financial Officer will (i) determine whether the complaint actually pertains to Accounting Matters and (ii) when possible, acknowledge receipt of the complaint to the sender.

>Complaints relating to Accounting Matters will be reviewed under Audit Committee direction and oversight by the Legal Department or such other persons as the Audit Committee determines to be appropriate. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review.

>Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee.

Reporting and Retention of Complaints and Investigations

>The Legal Department, or if there is no Legal Department at that time, the Company’s Chief Executive Officer or Chief Financial Officer will maintain a log of all complaints, tracking their receipt, investigation and resolution and shall prepare a periodic summary report thereof for the Audit Committee. Copies of complaints and such log will be maintained in accordance with the Company’s document retention policy.

Roles, Rights and Responsibilities of Employee Complainants and Investigation Participants

Employee Complainants

Company employees who submit complaints (“Employee Complainants”) have a responsibility to provide initial information that is grounded in a reasonable belief regarding the validity of a complaint. The motivation of an Employee Complainant is irrelevant to the consideration of the validity of the complaint. However, the intentional filing of a false complaint, whether orally or in writing, may itself be an improper activity and one that may result in disciplinary action.

An Employee Complainant has a responsibility to be candid and set forth all known information regarding a complaint. An employee making a complaint acknowledges that an investigation may not proceed if the employee does not agree to be interviewed or provide further information regarding the complaint.

Employee Complainants are not to act on their own in conducting any investigative activities, nor do they have a right to participate in any investigative activities other than as requested by the Audit Committee. An Employee Complainant shall refrain from obtaining evidence relating to a complaint

for which he or she does not have a right of access. Such improper access may itself be an illegal or improper activity and one that may result in disciplinary action.

The Company will use reasonable efforts to provide each Employee Complainant with a response to his or her complaint and a summary of the outcome of any investigation based upon the complaint unless Legal Department or the Audit Committee determines that there are overriding legal or company/public interest reasons not to do so.

Employee Complainants are entitled to protection from retaliation for having made a complaint or disclosed information relating to a complaint in good faith. The Company shall not discharge, demote, suspend, threaten, harass or in any manner discriminate against an Employee Complainant in the terms and conditions of employment based upon any lawful actions of such Employee Complainant with respect to good faith reporting of complaints or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002. An Employee Complainant’s right to protection from retaliation does not extend immunity for any complicity in the matters that are the subject of the complaint or an ensuing investigation.

These procedures are in no way intended to limit employee reporting of alleged violations relating to accounting or auditing matters to proper governmental and regulatory authorities.

Investigation Participants

Company employees who are interviewed, asked to provide information or otherwise participate in an investigation of a complaint, including employees who are the subject of the investigation (“Investigation Participants”) have a duty to cooperate fully with the Audit Committee and assist in the investigation.

Investigation Participants should refrain from discussing the investigation or their testimony with those not connected to the investigation. If the Investigation Participant knows the identity of the Employee Complainant, the Investigation Participant should not discuss with the Employee Complainant the nature of evidence requested or provided, or testimony given to the Audit Committee unless authorized by the Audit Committee.

Requests for confidentiality by Investigation Participants will be honored to the fullest extent reasonably practicable within the legitimate needs of law and the investigation.

Investigation Participants are entitled to protection from retaliation for having participated in an investigation. The Company shall not discharge, demote, suspend, threaten, harass or in any manner discriminate against an Investigation Participant in the terms and conditions of employment based upon any lawful actions of such Investigation Participant with respect to good faith participation in an investigation or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002. An Investigation Participant’s right to protection from retaliation does not extend immunity for any complicity in the matters that are the subject of the complaint or an ensuing investigation.

Principles Governing Professional and Ethical Conduct

It is the policy of InfoSonics Corporation (the “Company”) that the Company’s Chief Executive Officer, Chief Financial Officer, principal accounting officer and controller (or persons performing similar functions) adhere to, advocate and promote the following principles:

> Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

> Full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and other public communications made by the Company; and

> Compliance with laws, rules and regulations applicable to the Company.

Reporting and Treatment of Violations

Persons who become aware of suspected violations of this Code should report such suspected violations promptly to the Compliance Officer, who will forward such report to the Company’s Audit Committee of the Board of Directors. To assist in the response to or investigation of the alleged violation, the report should contain as much specific information as possible to allow for proper assessment of the nature, extent and urgency of the alleged violation. Without limiting the foregoing, the report should, to the extent possible, contain the following information:

> the alleged event, matter or issue that is the subject of the alleged violation;

> the name of each person involved;

> the alleged violation involves a specific event or events, the approximate date and location of each event; and

> any additional information, documentation or other evidence available relating to the alleged violation.

The Audit Committee shall have the power to monitor, investigate, make determinations and recommend action to the Board of Directors with respect to violations of this Code. In determining whether a violation of this Code has occurred, the Audit Committee may take into account:

> the nature and severity of the violation;

> whether the violation was a single occurrence or involved repeated occurrences;

> whether the violation appears to have been intentional or inadvertent;

> whether the person in question had been advised prior to the violation as to the proper course of action;

>whether the person in question had committed other violations in the past; and

> such other facts and circumstances as the Audit Committee shall deem advisable in the context of the alleged violation.

Consequences of Violations

If a violation is substantiated, the Board of Directors, upon the recommendation of the Audit Committee, may impose such sanctions or take such actions as it deems appropriate, including, but not limited to, the following:

> Disciplinary action (including censure, re-assignment, demotion, suspension or termination);

> Pursuit of any and all remedies available to the Company for any damages or harm resulting from a violation, including injunctive relief; and

> Referral of matters to appropriate legal or regulatory authorities for investigation and prosecution.

Requests for Waivers and Changes in Code

A waiver of a provision of this Code shall be requested whenever there is reasonable likelihood that a contemplated action will violate the Code. Any waiver (including an implicit waiver) that constitutes a material departure from a provision of this Code shall be publicly disclosed on a timely basis, to the extent required by applicable rules and regulations of the SEC. In addition, any amendments to this Code (other than technical, administrative or other non-substantive amendments) shall be publicly disclosed on a timely basis, to the extent required by applicable rules and regulations of the SEC