Code of Conduct for the Board of Directors

The members of the Board of Directors of Telular Corporation (“Telular”) acknowledge and accept the scope and extent of our duties as directors. We have a responsibility to carry out our duties in an honest and businesslike manner and within the scope of our authority, as set forth in the General Corporation Laws of the State of Delaware and in the Certificate of Incorporation and By-Laws of Telular. We are entrusted with and responsible for the oversight of the assets and business affairs of Telular in an honest, fair, diligent and ethical manner. As Directors we must act within the bounds of the authority conferred upon us and with the duty to make and enact informed decisions and policies in the best interests of Telular and its shareholders. The Board of Directors has adopted the following Code of Conduct and our Directors are expected to adhere to the standards of loyalty, good faith, and the avoidance of conflict of interest that follow.

General

Board Members will:

Act in the best interests of, and fulfill their fiduciary obligations to, Telular’s shareholders;
Act honestly, fairly, ethically and with integrity;
Conduct themselves in a professional, courteous and respectful manner;
Comply with all applicable laws, rules and regulations;
Act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated;
Act in a manner to enhance and maintain the reputation of Telular;
Make available to and share with fellow Directors information as may be appropriate to ensure proper conduct and sound operation of Telular and its Board of Directors;
Respect the confidentiality of information relating to the affairs of the Company acquired in the course of their service as Directors, except when authorized or legally required to disclose such information; and
Not use confidential information acquired in the course of their service as Directors for their personal advantage.

Conflict of Interest

In their capacity as directors, the members of the Board of Telular must act at all times in the best interests of Telular. The purpose of this policy is to help inform the Board about what constitutes a conflict of interest, assist the Board in identifying and disclosing actual and potential conflicts, and help ensure the avoidance of conflicts of interest where necessary. This policy may be enforced against individual Board members as described below.

Board members have a fiduciary duty to conduct themselves without conflict to the interests of Telular. In their capacity as Board members, they must subordinate personal, individual business, third-party, and other interests to the welfare and best interests of Telular.
A conflict of interest is a transaction or relationship which presents or may present a conflict between a Board member’s obligations to Telular and the Board member’s personal, business or other interests.
All conflicts of interest are not necessarily prohibited or harmful to Telular. However, full disclosure of all actual and potential conflicts, and a determination by the disinterested Board members – with the interested Board member(s) recused from participating in debates and voting on the matter – are required.
All actual and potential conflicts of interests shall be disclosed by Board members to the Telular Chairman through the annual disclosure form and/or whenever a conflict arises. The disinterested members of the Telular Board shall make a determination as to whether a conflict exists and what subsequent action is appropriate (if any). The Board shall retain the right to modify or reverse such determination and action, and shall retain the ultimate enforcement authority with respect to the interpretation and application of this policy.
On an annual basis, all Board members shall be provided with a copy of this policy and required to complete and sign the acknowledgment and disclosure form below. All completed forms shall be provided to and reviewed by the Telular Nominating and Governance Committee, as well as all other conflict information provided by Board members.

A Director who has concerns regarding compliance with this Code should raise those concerns with the Chairperson of the Board who will determine what action shall be taken to deal with the concern. In the extremely unlikely event that a waiver of this Code for a Director would be in the best interest of the Company, it must be approved by the Board of Directors.