Prepared by R.R. Donnelley Financial -- EX-10.7.6


 Exhibit 10.7.6 

SIXTH AMENDMENT TO 

LOAN AND SECURITY AGREEMENT 

THIS SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 31st day of March, 2014, by and between SILICON VALLEY BANK, a California corporation (“Bank”) and AUDIENCE, INC., a Delaware corporation (“Borrower”). 

RECITALS 

A. Bank and Borrower have entered into that certain Loan and Security Agreement dated as of July 31, 2009 (as the same has been
amended, modified, supplemented or restated, the “Loan Agreement”). 
 B. Bank has extended credit to Borrower for
the purposes permitted in the Loan Agreement. 
 C. Borrower has requested that Bank amend the Loan Agreement to extend the Maturity
Date. 
 D. Bank has agreed to so extend the Maturity Date, but only to the extent, in accordance with the terms, subject to the
conditions and in reliance upon the representations and warranties set forth below. 
 AGREEMENT 

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: 
 1. Definitions. Capitalized terms
used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement. 
 2. Consent. Borrower wishes to
establish a program whereby it will agree to repurchase from certain stockholders shares of Borrower’s stock for an aggregate price not to exceed Fifteen Million Dollars ($15,000,000) (such program together with the repurchases made under such
program, the “Stock Purchase Program”). Borrower has requested that Bank consent to the Stock Purchase Program. Subject to the terms of Section 7 below, Bank hereby consents to the Stock Purchase Program and agrees that
the Stock Purchase Program shall not, in and of itself, constitute an “Event of Default” under the Loan Agreement for a violation of Section 7.6 of the Loan Agreement; provided, however, Borrower agrees not to make any repurchase
under the Stock Purchase Program at any time while an Event of Default is continuing or would exist after giving effect to such repurchase. 

3. Amendment to Loan Agreement. 

3.1 Section 13 (Definitions). The following definition set forth in Section 13.1 is amended in its entirety and replaced with
the following: 
 “Maturity Date” is December 31, 2014. 






 4. Limitation of Amendment. 

4.1 The consent and amendment set forth in Sections 2 and 3, above, are effective for the purposes set forth herein and shall be
limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have
or may have in the future under or in connection with any Loan Document. 
 4.2 This Amendment shall be construed in connection with
and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and
effect. 
 4.3 In addition to those Events of Default specifically enumerated in the Loan Documents, the failure to comply with the
terms of any covenant or agreement contained herein shall constitute an Event of Default and shall entitle the Bank to exercise all rights and remedies provided to the Bank under the terms of any of the other Loan Documents as a result of the
occurrence of the same. 
 5. Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents
and warrants to Bank as follows: 
 5.1 Immediately after giving effect to this Amendment (a) the representations and warranties
contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such
date), and (b) no Event of Default has occurred and is continuing; 
 5.2 Borrower has the power and authority to execute and
deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; 
 5.3 The
organizational documents of Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; 

5.4 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, have been duly authorized; 
 5.5 The execution and delivery by Borrower of this Amendment
and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a
Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower; 

  
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 5.6 The execution and delivery by Borrower of this Amendment and the performance by
Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or
public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made; and 
 5.7 This
Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights. 

6. Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be
deemed to constitute one and the same instrument. 
 7. Effectiveness. This Amendment shall be deemed effective upon (a) the due
execution and delivery to Bank of this Amendment by each party hereto, (b) Borrower’s payment of an amendment fee of $6,000, and (c) Borrower’s payment of Bank’s legal fees and expenses in connection with the negotiation and
preparation of this Amendment. 
 [Signature page follows.] 

  
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 IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above. 
  

			
	BANK
	
	SILICON VALLEY BANK
		
	By:	 	 /s/ Gregory Peterson

	Name:	 	Gregory Peterson
	Title:	 	Vice President
	
	BORROWER
	
	AUDIENCE, INC.
		
	By:	 	 /s/ Kevin Palatnik

	Name:	 	Kevin Palatnik
	Title:	 	CFO
	
	BORROWER
	
	AUDIENCE, INC.
		
	By:	 	 /s/ John Fernandez

	Name:	 	John Fernandez
	Title:	 	Corporate Controller

 [Signature Page to Sixth Amendment to Loan and Security Agreement]