The principal purpose of the Audit Committee is to oversee the integrity of the Company’s accounting and financial reporting processes and the audits of the Company’s financial statements. In particular, the Audit Committee shall oversee (a) the integrity of the Company’s financial statements and financial reporting process and the Company’s systems of internal accounting and financial controls, (b) the Company’s compliance with legal and regulatory requirements, (c) the engagement of the independent auditors and the evaluation of the independent auditors’ qualifications, independence and performance, and (d) the fulfillment of the other responsibilities set out herein and as the Board of Directors may from time to time prescribe. The Audit Committee shall also prepare the report required by the Securities and Exchange Commission (the “Commission”) to be included in the Company’s annual proxy statement. The term “independent auditors” means the auditors that perform the audits of the Company that are required under the Securities Exchange Act of 1934 (the “Exchange Act”) or the rules of the Commission thereunder.

This Code of Business Conduct and Ethics (the “Code”) is designed to promote honest, ethical and lawful conduct by all employees, officers and directors of Innodata Inc. and all subsidiaries and entities controlled by it (collectively, “Innodata” or, the “Company”). The Code is intended to help employees, officers and directors understand Innodata’s standards of ethical business practices and to stimulate awareness of ethical and legal issues that may be encountered in carrying out their responsibilities.