Amendment to the Amended and Restated Investors' Rights Agreement



 Exhibit 4.3.1 
 AUDIENCE, INC. 
 AMENDMENT TO THE AMENDED AND RESTATED 

INVESTORS’ RIGHTS AGREEMENT 
 This amendment (the “Amendment”) to the Amended and Restated Investors’ Rights Agreement is made as of June 24, 2011 (the “Existing Agreement”), by and among
Audience, Inc., a California corporation (the “Company”), Lloyd Watts, Ph.D. (the “Founder”), and certain holders of the Company’s Preferred Stock, as set forth on Exhibit B to the Existing Agreement,
including holders of the Series A-1 Preferred Stock (the “Series A-1 Holders”), Vulcan Ventures Inc. (the “Series A-2 Holder”), holders of the Company’s Series A-3 Preferred Stock (the
“Series A-3 Holders”), holders of the Company’s Series AA Preferred Stock (the “Series AA Holders”), holders of the Company’s Series AA-1 Preferred Stock listed (the
“Series AA-1 Holders”), holders of the Company’s Series B Preferred Stock (the “Series B Holders”), holders of the Company’s Series B-1 Preferred Stock (the “Series B-1
Holders”), holders of the Company’s Series C Preferred Stock (the “Series C Holders”), and holders of the Company’s Series D Preferred Stock (the “Series D Holders”), and
holders of the Company’s Series E Preferred Stock (the “Series E Holders,” and collectively, the “Investors”). 
 RECITALS 
 WHEREAS, the Company and the Investors entered into
that certain Amended and Restated Investors’ Rights Agreement, dated as of February 3, 2010 (the “Agreement”); 
 WHEREAS, the Company has adopted a new 2011 Equity Incentive Plan and issued additional options thereunder; 
 WHEREAS, the Investors wish to exclude all options and other securities issued or issuable under the 2011 Equity Incentive Plan from the right of first offer set forth in the Agreement; 

WHEREAS, Section 3.4 of the Agreement provides that the Agreement may be amended or modified only upon written
consent of the Company and the Investors holding at least 65% of the capital stock then held by the Investors as a group; and 
 WHEREAS, the Company and the undersigned Investors representing greater than 65% of the capital stock held by the Investors desire to amend the Agreement as follows: 

AGREEMENT 
 1.      Section 2.3(d)(ii) of the Agreement is amended to read as follows: 







 “up to 159,117,552 shares (subject to adjustment for stock splits,
stock dividends, reclassification or the like) of Common Stock or Common Stock Derivatives to employees, consultants or directors of the Company pursuant to a stock option plan or restricted stock plan approved by the Board of Directors;”

 2.      Except as specified in this Amendment, all terms and conditions of the Agreement shall
continue in full force and effect. 
 3.      This Amendment may not be altered, amended or
modified in any way other than pursuant to Section 3.4 of the Agreement. 
 4.      This
Amendment shall be governed in all respects by the internal laws of the State of California, as applied to agreements entered into among California residents to be performed entirely within California, without regard to principles of conflicts of
law. 
 5.      This amendment may be executed in any number of counterparts, each of which shall
be an original, but all of which together shall constitute one and the same instrument. 
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left blank) 







 The parties have executed this Amendment to the Amended and Restated Investors’ Rights
Agreement as of the date first above written. 
  

			
	COMPANY
	
	AUDIENCE, INC,
		
	By:	  	 /s/ Peter Santos

		  	Peter Santos. President and CEO
		
	Address:	  	 440 Clyde Avenue
 Mountain
View, CA 94043



  

			
	FOUNDER:
		
		  	  
 Lloyd Watts,
Ph.D.

		
	 Address:
	  	 440 Clyde Avenue
 Mountain
View, CA 94043



  
  

 
  
  

  
 SIGNATURE
PAGE TO AMENDED AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT 








 The parties have executed this Amendment to the Amended and Restated Investors’ Rights
Agreement as of the date first above written. 
  

			
	COMPANY
	
	AUDIENCE, INC.
		
	 By:
	 	  
 Peter Santos. President and CEO

	 
		
	 Address:
	 	 1330 Villa Street

Mountain View, CA 94041

		 
	
	FOUNDER:
		
		 	 /s/ Lloyd Watts
 Lloyd Watts, Ph. D.

		
	 Address:
	 	 1330 Villa Street

Mountain View, CA 94041

		 


  
  
  

 
  
  

 
  
  

 

  

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	INVESTORS
	
	Tallwood I, L.P.
	 By Tallwood Management Co., LLC

	 Its general partner

		
	 By:
	 	 /s/ George Pavlov
 George Pavlov

		 	General Partner
	
	Tallwood III, L.P.
	Tallwood III Partners, L.P.
	Tallwood III Associates, L.P.
	 By Tallwood III Management, LLC

	 Its general partner

		
	 By:
	 	 /s/ George Pavlov
 George Pavlov

		 	General Partner


  
  
  

 
  
  

 
  

  

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	INVESTORS
	
	 Tallwood II, L.P.

	 Tallwood II Partners, L.P.

	 Tallwood II Associates, L.P.

	 By Tallwood II Management, LLC

	 Its general partner

		
	 By:
	    	 /s/ George Pavlov

		    	 George Pavlov
 General
Partner



  
  

 
  
  

 
  
  

 
  
  

  

[Signature Page to the Amendment to the Amended and Restated Investors’ Rights Agreement] 









			
	INVESTORS
	
	New Enterprise Associates 11, Limited Partnership
	By its general partner, NEA Partners 11, Limited
            
Partnership
	By its general partner, NEA 11 GP, LLC
		
	By:	  	 /s/ Louis S. Citron

		  	Name: Louis S. Citron
		  	Title: Chief Legal Officer
	
	NEA Ventures 2006, Limited Partnership
		
	By:	  	 /s/ Louis S. Citron

		  	Name: Louis S. Citron
		  	Title: Vice President
		
	Address:	  	[address]
		  	


  
  
  

 
  
  

 
  
  

  

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	Vulcan Ventures Incorporated
		
	 By:
	 	 /s/ William L. McGrath

		 	William L. McGrath, Vice President
		 	Vice President


 
			
	
	Vulcan Capital Venture Capital I LLC
	 By:     Vulcan Capital Venture Capital Management I

LLC,

		 	          its Manager


 
			
		
	 By:
	 	Vulcan Ventures Incorporated,
		 	its Managing Member
		
	 By:
	 	 /s/ William L. McGrath

		 	William L. McGrath, Vice President


  
  
  

 
  
  

  

[Signature Page to the Amendment to the Amended and Restated Investors’ Rights Agreement] 








 
	
	INVESTOR
	
	 /s/ Richard Stern

	 Signature

	
	 Richard Stern

	 Print Name

	
	 6/24/11

	 Date Signed



  
  

 
  
  

 
  

  

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	INVESTOR
	
	 /s/ Carlos Avendano

	 Signature

	
	 Carlos Avendano

	 Print Name

	
	 6/23/2011

	 Date Signed



  
  

 
  
  

 
  

  

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	INVESTOR
	
	 /s/ William W. Hoppin

	 Signature

	
	 William W. Hoppin

	 Print Name

	
	 6/23/11

	 Date Signed



  
  

 
  
  

 
  
  

  

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	INVESTOR
	
	 /s/ Pamela H. Johnson

	 Signature

	
	 Pamela H. Johnson, Trustee of Pamela H.

Johnson Revocable Trust

	 Print Name

	
	 6/23/11

	 Date Signed



  
  

 
  
  

 
  

  

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	INVESTOR
	
	 /s/ George Apostol, Jr.

	 Signature

	
	 George Apostol, Jr.

	 Print Name

	
	 June 22, 2011

	 Date Signed



  
  

 
  
  

 
  
  

  

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	INVESTOR
	
	 /s/ Carver A. Mead

	 Signature

	
	 Carver A. Mead

	 Print Name

	
	 6/22/11

	 Date Signed



  
  

 
  
  

 
  
  

  

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	INVESTOR
	
	 /s/ Donald G. Watt

	 Signature

	
	 Donald G. Watt

	 Print Name

	
	 June 13, 2011

	 Date Signed



  
  

 
  
  

 
  
  

  

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	INVESTOR
	
	 /s/ James Huey

	 Signature

	
	 James Huey

	 Print Name

	
	 06/20/2011

	 Date Signed



  
  

 
  
  

 
  
  

  

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	INVESTOR
	
	 /s/ Carlos Murgia

	 Signature

	
	 Carlos Murgia

	 Print Name

	
	 06/20/2011

	 Date Signed



  
  

 
  
  

 
  

  

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	INVESTOR
	
	 /s/ Joanne Pontis

	 Signature

	
	 Joanne Pontis

	 Print Name

	
	 6-16-11

	 Date Signed



  
  

 
  
  

 
  
  

  

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	INVESTOR
	
	 Barry Cox

	
	 /s/ Barry Cox



  
  

 
  
  

 
  

  

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	INVESTOR
	
	 /s/ Matthew M. Cowan

	 Signature

	
	 Matthew M. Cowan

	 Print Name

	
	 6/17/2011

	 Date Signed



  
  
  

 
  
  

 

  

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	INVESTOR
	
	 /s/ William F. Kurtz

	 Signature

	
	 William F. Kurtz

	 Print Name

	
	 6/15/2011

	 Date Signed



  
  

 
  
  

 
  

  

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	INVESTOR
	
	 /s/ Robert G. Hiller

	 Signature

	
	 Robert G. Hiller

	 Print Name

	
	 13 June 2011

	 Date Signed



  
  

 
  
  

 
  
  

  

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	INVESTOR
	
	 /s/ Donata Oertel Sugden

	 Signature

	
	 Donata Oertel Sugden

	 Print Name

	
	 June 9, 2011

	 Date Signed



  
  

 
  
  

 
  

  

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	INVESTOR
	
	 /s/ Patricia Birks

	 Signature

	
	 Patricia Birks

	 Print Name

	
	 June 13, 2011

	 Date Signed



  
  

 
  
  

 
  
  

  

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	INVESTOR
	
	 /s/ David M. Moore

	 Signature

	
	 David M. Moore

	 Print Name

	
	 6/14/11

	 Date Signed



  
  
  

 
  
  

 
  

  

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	INVESTOR
	
	 /s/ Valery Watts

	 Signature

	
	 Valery Watts

	 Print Name

	
	 June 14, 2011

	 Date Signed



  
  

 
  
  

 
  

  

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	INVESTOR
	
	 /s/ Eric Knudsen

	 Signature

	
	 Eric Knudsen

	 Print Name

	
	 6/14/11

	 Date Signed



  
  

 
  
  

 
  
  

  

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	INVESTOR
	
	 /s/ Dennis G. Sabo

	 Signature

	
	 Dennis G. Sabo

	 Print Name

	
	 6/20/2011

	 Date Signed



  
  
  

 
  
  

 
  

  

[Signature Page to the Amendment to the Amended and Restated Investors’ Rights Agreement]