As issued and approved by the Board of Directors

Introduction

Alteva and all of its subsidiaries (the “Company”) subscribe to the highest ethical standards. This Code of Business Conduct and Ethics (the “Code”) summarizes basic guiding principles and standards of conduct to guide all employees, officers and members of our Board of Directors of the Company to meet our goals to achieve the highest business and personal ethical standards as well as the Company’s commitment to conduct business in accordance with the applicable laws and regulations that apply to our business. All directors, officers and employees are expected to adhere to the principles and procedures set forth in this Code. The Company expects its agents, consultants, contractors, suppliers and representatives to be guided by the principles and standards set forth in this Code.

Every director, officer and employee is responsible to adhere to this Code and those who violate the policies in the Code will be subject to disciplinary action which may include suspension or dismissal and/or where appropriate, civil liability
and criminal prosecution.

Compliance With Laws, Rules and Regulations

The Company’s policy is to comply with all applicable laws, rules and regulations. Each director, officer and employee is responsible to adhere to the standards and restriction imposed by those laws, rules and regulations in the performance of their duties for the Company. If you have any questions regarding the laws, rules and regulations applying to the Company business you should consult with supervisors, managers or other appropriate personnel.

It is against Company policy for any individual to profit from undisclosed information relating to the Company or any other company in violation of insider trading or other laws. Anyone who is aware of material nonpublic information relating to the Company, our customers, or other companies may not use the information to purchase or sell securities in violation of the federal securities laws.

The Company has various other policies to provide guidance as to certain laws, rules and regulations that apply to the Company’s activities and when appropriate, will conduct information and training sessions.

Confidential Information

In carrying out the Company’s business, directors, officers and employees often learn confidential or proprietary information about the Company, its customers, suppliers, or joint venture parties. Confidential or proprietary information includes any non-public information concerning the Company including its businesses, financial performance, pricing information, results or prospects and any non-public information provided by a third party with the expectation that the information will be kept confidential and used solely for the business purpose for which it was conveyed. The obligation to preserve confidential information continues even after employment ends.

Customer Privacy and Communications

The Company provides honest and respectful service to its customers. Every director, officer and employee of the Company will not or permit others to access, listen to, monitor, record or tamper with or intrude upon any customer conversation or non-voice communication, or divulge their existence, except in response to a verified service or installation order, or to comply with a valid legal order or law.

In addition to protecting customer communications, the Company is also committed to protect customer information, including billing records, service usage records and access passwords. Every employee is responsible to ensure that no customer information, including information regarding friends, acquaintances, family or coworkers, will be accessed or disclosed in any manner except as authorized. The Company will ensure that business providers, such as contractors and vendors, make appropriate arrangements to protect customer privacy and identifying information.

Conflicts Of Interest

It is imperative that each director, officer and employee avoid any relationships or activity that might impair, or even appear to impair, his or her ability to make objective and fair decisions when performing their job. The Company’s property or information must never be used for personal gain, nor are directors, officers and employees to take personal advantage of any opportunity that arises in the course of their work at the Company.

A “conflict of interest” exists when an individual’s private interest improperly interferes or conflicts, or appears to conflict, with the interest of the Company. A conflict of interest may arise when a director or an employee takes actions or has interest that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise when a director, officer or employee, or any member of his or her immediate family holds any substantial interest in any enterprise or has significant influence or control over an enterprise that has or may have business dealings with the Company or that engages in any field of activity engaged in by the Company. Examples of this might include supplier or vendor relationship for which a director might serve as a consultant or in which a director‘s family member may have a significant ownership interest. A conflict of interest could also arise when a director or employee or members of their families accept gifts from persons or firms which deal with the Company where any such gift has a value beyond what is a normal and customary business courtesy.

Employees are prohibited from engaging in any activity that interferes with their performance or responsibilities to the Company or is otherwise in conflict with or prejudicial to the Company. Our policies prohibit any employee to be self-employed or employed by, consult with, own, perform services for, or aid a company or organization (including a charitable organization), that is a vendor, supplier, contractor, subcontractor or direct competitor of the Company. For purposes of this Code, a “direct competitor” is any person or entity which engages in the same line of business as the Company within the markets the Company serves or is actively seeking to enter, including, but not limited to: providers of local and long distance telecommunications services (however delivered, whether over wireless, wire line or broadband facilities), electronic distribution or transport of video content (whether broadcast, multi-cast or uni-cast), high-speed Internet access, enhanced data services (including Company-hosted applications and web site services), or distribution of customer premises equipment (for communications and data services) to the residential or business markets in the jurisdictions in which the Company is licensed to operate as a provider of communications services or otherwise authorized to provide such services.

It is a conflict of interest to serve as a director of any company that competes with the Company. Employees may not serve as a director of another company without first obtaining the approval of the Company’s Chairman. Directors of the Company cannot be an officer, director or principal of an enterprise which is in substantial competition with the Company. Directors are required to advise the Chairman of the Governance and Nominating Committee and the Chairman prior to accepting a nomination or appointment to membership on other boards of directors or any audit committee or other significant committee assignment on any other board of directors.

Directors, officers and employees should communicate any suspected conflicts of interest promptly to the chair of the audit committee. Conflicts of interest will be investigated by the Company’s board of directors or by persons designated by the board, and appropriate action will be taken in the event of any violations.

Insider Trading

Federal and state securities laws prohibit the purchase or sale of securities, such as the Company’s common stock, while in possession of material non-public information. Disclosing such information, whether intentionally, carelessly or negligently, to others who trade such securities with regards to that information is referred to as “tipping” and is also prohibited by these laws.

It is illegal for any director, officer and employee of the Company to trade in the securities of the Company while in the possession of material non-public information about the Company. It is also illegal for any director, officer or employee of the Company to give material non-public information to others who may trade on the basis of that information. Any director, officer or employee who violates this policy by either trading on insider information or tipping information to others, will be subject to disciplinary action up to and including termination of employment and appropriate legal proceedings.

Public Disclosure

The Company is committed to maintaining and providing truthful information that fully satisfies applicable legal disclosure requirements. Each director, officer or employee, to the extent involved in the Company’s disclosure process, including the Chief Executive Officer, the Chief Financial Officer, and the Controller (the “Senior Financial Officers”), is required to be familiar with the Company’s disclosure controls and procedures applicable to him or her so that the Company’s public reports and documents filed with the Securities and Exchange Commission (the “SEC”) comply in all material respects with the applicable federal securities laws and SEC rules. In addition, each such person having direct or supervisor authority regarding these SEC filings or the Company’s other public communications concerning its general business, results, financial condition and prospects should, to the extent appropriate within his or her area of responsibility, consult with other Company officers and employees and take other appropriate steps regarding these disclosure with the goal of making full, fair, accurate, timely and understandable disclosure.

Competition & Fair Dealing

The Company has a history of succeeding through honest business competition. We seek competition advantages through superior performance, not through unethical or illegal business practices. Each director, officer and employee should endeavor to deal fairly with the Company’s customers, service providers, suppliers, consultants, competitors and employees. No director, officer or employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any unfair dealing practices.

The Company competes on the merit of its products and services, and not through gifts, entertainment, or other business courtesies. Although the exchange of gifts and entertainment can promote successful working relationships and good will, each director, officer and employee must follow all applicable laws and company rules and procedures. Failure to follow these provisions can harm the Company’s reputation and result in fines or criminal penalties.

Record Keeping

The U.S. Securities laws, including the Sarbanes-Oxley Act of 2002, protect investors and govern the Company’s disclosure of information. These laws require the Company to create and maintain full, fair, timely, accurate and understandable records. All directors, officers and employees are responsible for compliance with these standards.

The Company is committed to maintaining materially accurate and complete financial records and to full, fair, accurate, timely and understandable disclosure in material respects in reports and documents that the Company files with the SEC or otherwise makes publicly available. Company 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 and accounting requirement and to the Company’s system of internal controls. Accurate records must reflect the true nature of the transactions and activities that they record. Discrepancies in any records must be resolved and the appropriate corrections made. The accurate and timely reporting of financial results and financial conditions requires that all financial information be recorded promptly and accurately, and that the system for recording and reporting that information be properly functioning and subject to regular and thorough review.

The Company will not tolerate falsification or improper alteration of records. The Audit Committee has established procedures for the receipt, retention and treatment of complaints regarding accounting, control and auditing matters, and the confidential, anonymous submission of concerns regarding questionable accounting or auditing matters. Violations can be reported directly to your manager or the Compliance Manager. Reports may also be made through the Company’s toll-free confidential hotline 888-475-8376.

Protection and Proper Use of Company Assets

All directors, officers and employees should protect the Company’s property, electronic communications systems, information resources, facilities and equipment and ensure their efficient use. All company assets should be used only for legitimate business purposes. The Company’s confidential and proprietary information including intellectual property, such as trade secrets, patents, trademarks and copyrights as well as business, marketing and service plans, databases, records, salary information and unpublished financial data and reports are also considered to be assets. Unauthorized use or distribution of this information is a violation of Company policy and could result in civil or criminal penalties. Any suspected fraud, theft or incident should be reported directly to your manager or the Compliance Manager. Reports may also be made through the Company’s toll-free confidential hotline 888-475-8376.

Intellectual Property

Intellectual property includes trade secrets, patents, trademarks, copyrights, logos software and inventions. Each director, officer and employee must safeguard the Company’s intellectual property and will not infringe on the intellectual property rights of others including all business providers, competitors or customers. Each director, officer and employee must respect the proprietary rights of others by complying with all applicable laws and agreements that protect the intellectual property rights of others, including all business providers, competitors or customers.

Bribe, Kickbacks & Fraud

The Company does not permit or condone bribes, kickbacks, improper commissions, loans, gifts, gratuities or any other illegal, secret, or improper payments, transfers or receipts. No director, officer or employee may accept a gift other than of nominal value directly or indirectly, in any form, from a supplier or prospective supplier. Directors, officers and employees are prohibited from offering payment or offer to pay anything of value, directly or indirectly to any party in the form of a commercial bribe, influence payment or kickback. The Company prohibits establishing inappropriate false or misleading entries in the books and records, such as improper revenue recognition, intentional overstatement of assets or understatement of liabilities, fraudulent journal entries or any other form of fraudulent financial reporting. The Company also prohibits the misappropriation of assets such as billing schemes, payroll fraud, concealment, etc as well as fraudulently obtaining revenues and assets and/or avoidances of costs and expenses. Any director, officer or employee found to be participating in the receiving, accepting or condoning a bribe, kickback or other unlawful or prohibited payment, fraudulent activity or attempting to initiate such activities, will be subject to termination and possible criminal penalties.

Confidential Reporting of Illegal Or Unethical Behavior and No Retaliation

Each director, officer and employee has an ethical responsibility to report to the Company any perceived misconduct, including questionable accounting, internal control or auditing matters of the Company, actual or potential violations of laws, regulations, policies, procedures or this Code of Ethics. Any director, officer or employee may report such a complaint to the Company without fear of dismissal or retaliation of any kind. As stated in the Company’s Whistle Blower and Non-retaliation Policy, reprisals, threats, retribution or retaliation resulting from the reporting of such complaints is a violation of Company policy and prohibited by a variety of state and federal civil and criminal laws. Directors, officers and employees are expected to cooperate in internal investigations of misconduct and are encouraged to report such misconducts directly to your manager or the Compliance Manager. Reports may also be made through the Company’s toll-free confidential hotline 888-475-8376.

Equal Employment Opportunity and Harassment

The Company is committed to providing equal employment opportunity to all qualified persons without regard to any impermissible criterion or situations. Additionally, the Company is committed to providing a workplace free of unlawful harassment. Harassment includes but is not limited to, racist, sexist or ethnic or religious comments, jokes, gestures or any action or statement that creates an intimidating, hostile or offensive work environment.

Health and Safety

The Company is committed to providing a safe work environment for all directors, officers, employees, business associates and visitors and complying with applicable laws and regulations that govern workplace health and safety. All unsafe conditions or work related injuries, illnesses, and accidents must be immediately reported to your manager. Managers are responsible to ensure that direct reports know the safety practices applicable to each of their jobs and implement and enforce all applicable regulations and policies. All safety issues brought to a manager’s attention must be investigated and reported to your director. The Company will not tolerate any threatening, hostile or abusive behavior by directors, officers and employees in the workplace, while operating company vehicles or on company business or by any persons on company property. Immediate and appropriate action against offenders, up to and including termination and referral for criminal prosecution will be taken. Damage to property is also prohibited.

Compliance Required

This Code confirms the Company’s strong dedication to the highest standards of business conduct. All directors, officers and employees as well as contractors, agents, consultants and representatives are expected to adhere to these rules while carrying out their responsibilities for the Company. Any individual whose actions violate these policies or any other policies of the Company will be subject to disciplinary action, up to and including immediate termination of employment or business relationship and possible referral for criminal prosecution.

Waivers of the Code of Business Conduct and Ethics

Any employee seeking a waiver of this Code of Ethics should contact his or her manager, who will need to involve other persons in consideration of the waiver request. Any waivers of this Code of Ethics by the executives or directors of the Company will require the approval of the Board of Directors and will be disclosed in accordance with the applicable requirements of the Securities Exchange Commission and the New York Stock Exchange (NYSE MKT)

Administration

No code including this Code of Ethics, can cover all situations, exceptional circumstances may occur which do not fit within the guidelines of this Code or where strict application of this Code may not produce a fair result. Overall administration of this Code including its interpretation and amendment is under the authority of the Audit Committee of the Board. If you have any questions regarding this code, please contact your manager, the Compliance Manager, a Company officer or the Chairman of the Board of Directors or the Chairman of the Board’s Audit Committee.

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