Senior Financial Employees Code of Ethics

Turtle Beach Corporation (together with its subsidiaries, the “Company”) has a Code of Business Conduct and Ethics applicable to all directors and employees of the Company. The Chief Executive Officer (“CEO”) and all senior financial officers, including the CFO and principal accounting officer (collectively, with the CEO, the “Senior Financial Employees”), are required to comply with the requirements of the Code of Business Conduct and Ethics. The Senior Financial Employees also are required to comply with this Senior Financial Employees Code of Ethics (this “Code”), the purpose of which is to deter wrongdoing and to promote:

1. honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
2. full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company;
3. compliance with applicable governmental laws, rules and regulations;
4. the prompt internal reporting of violations of this Code; and
5. accountability for adherence to this Code.

To achieve the purpose of this Code, the Senior Financial Employees are subject to the following additional specific obligations:

1. The Senior Financial Employees are responsible for full, fair, accurate, timely and understandable disclosure in the periodic and current reports the Company is required to file with, or submit to, the SEC. Accordingly, it is the responsibility of each Senior Financial Employee to report any untrue statement of material fact and any omission of material fact of which he or she may become aware of pertaining to information prepared by him or her or associates in his or her area(s) of responsibility that affect the disclosures made by the Company.
2. Each Senior Financial Employee shall promptly bring to the attention of the General Counsel and the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) any information he or she may have concerning (a) significant deficiencies in the design or operation of the Company’s internal control which could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosure controls or internal control over financial reporting.
3. Each Senior Financial Employee shall promptly bring to the attention of the General Counsel or Audit Committee any information he or she may have concerning any suspected violation of the Company’s Code of Business Conduct and Ethics , including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Company’s financial reporting, disclosure controls or internal control over financial reporting.
4. Each Senior Financial Employee shall promptly bring to the attention of the General Counsel and Audit Committee any information he or she may have concerning evidence of a material violation, by the Company or any agent thereof, of the securities or other laws, rules or regulations applicable to the Company and the operation of its business.

Administration of this Code

The Board of Directors of the Company or a committee thereof (the “Board”) shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of this Code by a Senior Financial Employee. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this Code, including, among other things, disciplinary action up to and including termination of employment. In determining what action is appropriate in a particular case, the Board or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation involved a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether such Senior Financial Employee in question had been advised prior to the violation as to the proper course of action and whether such Senior Financial Employee had committed other violations in the past.

Any waivers of this Code will be reported in accordance with SEC rules and requirements of NASDAQ.

Adoption

This Code was last updated by the Board on August 2, 2023.

SENIOR FINANCIAL EMPLOYEES CERTIFICATION

I hereby certify that I have received and read the Code of Ethics for Senior Financial Employees, and I understand its contents. I agree to comply with the standards, policies and procedures contained in the Code of Ethics for Senior Financial Employees.

Print Name :____________________________________

Signature: ____________________________________

Date: ____________________________________