Amendment Number Two to the Amended and Restated Investors Rights Agreement



 Exhibit 4.3.2 
 AUDIENCE, INC. 
 AMENDMENT NUMBER TWO TO THE AMENDED AND RESTATED

 INVESTORS’ RIGHTS AGREEMENT 

This Amendment Number Two (the “Amendment”) to the Amended and Restated Investors’ Rights Agreement
(the “Agreement”) is made as of April 17, 2012 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 A to the Agreement, including holders of the Series A-l Preferred Stock (the “Series A-l 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 the
Agreement, dated as of February 3, 2012; 
 WHEREAS, the Company has amended the 2011 Equity Incentive Plan
(the “2011 Plan”) to increase the number of shares authorized for issuance thereunder; 

WHEREAS, the Investors wish to exclude all securities issued or issuable under the amended 2011 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, not including the capital stock held by the Founder; and 

WHEREAS, the Company and the undersigned Investors, representing greater than 65% of the capital stock held by the
Investors as a group, not including the capital stock held by the Founder, 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 200,591,263 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. 
 (Remainder of page intentionally left blank) 







 The parties have executed this Amendment Number Two 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:

		
		 	 /s/ Lloyd Watts

		 	 Lloyd Watts, Ph.D.

		
	 Address:
	 	 440 Clyde Avenue

		 	 Mountain View, CA 94043



 SIGNATURE PAGE TO AMENDMENT NUMBER TWO 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

	 Date:
	 	
	
	 NEA Ventures 2006, Limited Partnership

		
	 By:
	 	 /s/ Louis S. Citron

	 Name:
	 	 Louis S. Citron

	 Title:
	 	 Vice President

	 Date:
	 	


 SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO THE 

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 








			
	 INVESTORS

	
	 Tallwood II, L.P.

	 Tallwood II Partners, L.P.

Tallwood II Associates, L.P.


	 Tallwood II Annex, L.P.

	 By Tallwood II Management, LLC

	 Its general partner

		
	 By:
	 	 /s/ George Pavlov

	 Name:
	 	 George Pavlov

	 Title:
	 	 Authorized Signatory

	 Date:
	 	 April 17, 2012



 SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO THE 

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 







 
			
	 INVESTORS

	
	 Tallwood I, L.P.

	 By Tallwood Management Co., LLC

	 Its general partner

		
	 By:
	 	 /s/ George Pavlov

	 Name:
	 	 George Pavlov

	 Title:
	 	 Authorized Signatory

	 Date:
	 	 April 17, 2012

	
	 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

	 Name:
	 	 George Pavlov

	 Title:
	 	 Authorized Signatory

	 Date:
	 	 April 17, 2012



 SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO THE 

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 








			
	 INVESTORS

	
	 Vulcan Ventures Incorporated

		
	 By:
	 	 /s/ Paul Ghaffari

	 Name:
	 	 Paul Ghaffari

	 Title:
	 	 Vice President

	 Date:
	 	
	
	 Vulcan Capital Venture Capital I LLC

	
	 By: Vulcan Capital Venture Capital Management I LLC, Its Manageer

	
	 By: Vulcan Ventures Incorporated, Its Managing Member

		
	 By:
	 	 /s/ Paul Ghaffari

	 Name:
	 	 Paul Ghaffari

	 Title:
	 	 Vice President

	 Date:
	 	


 SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO THE 

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT