EX-10.7.4



 Exhibit 10.7.4 
 FOURTH AMENDMENT TO  
 LOAN AND SECURITY AGREEMENT

 THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered
into this 5th day of July, 2013, 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 make certain revisions to the Loan Agreement as more fully set forth herein. 

D. Bank has agreed to so amend certain provisions of the Loan Agreement, 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. Amendment to Loan Agreement. 
 2.1 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 September 30, 2013. 
 3. Limitation of Amendment. 
 3.1 The amendment set forth in
Section 2, above, is 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. 







 3.2 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. 

3.3 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. 
 4. Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents
and warrants to Bank as follows: 
 4.1 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; 
 4.2 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; 
 4.3 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; 
 4.4 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; 
 4.5 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; 
 4.6 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 

4.7 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, 

  
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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. 
 5. 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. 
 6. Effectiveness.
This Amendment shall be deemed effective as of July 6, 2013 (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) 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/ Michelle Peralta
	Name:	 	Michelle Peralta
	Title:	 	Vice President

  

			
	BORROWER
	
	AUDIENCE, INC.
		
	By:	 	/s/ Kevin Palatnik
	Name:	 	Kevin Palatnik
	Title:	 	Chief Financial Officer

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