UNDERWRITING AGREEMENT AUDIENCE, INC. Shares of Common Stock Underwriting AgreementUnderwriting Agreement • April 20th, 2012 • Audience Inc • Semiconductors & related devices • New York
Audience, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of shares of common stock, par value $ 0.001 per share, of the Company (the “Common Stock”), and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell, severally and not jointly, to the several Underwriters an aggregate of shares of Common Stock (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
AUDIENCE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • January 13th, 2012 • Audience Inc • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , and is between Audience, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
ContractWarrant Agreement • January 13th, 2012 • Audience Inc • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
OFFICE LEASE 331 FAIRCHILD DRIVE CARRAMERICA NATIONAL AVENUE, L.L.C., a Delaware limited liability company as Landlord, and AUDIENCE, INC., a Delaware corporation as Tenant.Office Lease • June 11th, 2012 • Audience Inc • Semiconductors & related devices • California
This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between CARRAMERICA NATIONAL AVENUE, L.L.C., a Delaware limited liability company (“Landlord”), and AUDIENCE, INC., a Delaware corporation (“Tenant”).
AUDIENCE, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENTChange of Control and Severance Agreement • January 13th, 2012 • Audience Inc • California
This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between [ ] (“Executive”) and Audience, Inc., a Delaware corporation (the “Company”), effective as of December 31, 2011 (the “Effective Date”).
450 CLYDE AVENUE LEASE AGREEMENT by and between 440 CLYDE AVENUE ASSOCIATES, LLC (“Landlord”) and AUDIENCE, INC. (“Tenant”)Lease Agreement • January 13th, 2012 • Audience Inc
THIS LEASE AGREEMENT is made and entered into as of December 20, 2010, by and between 440 CLYDE AVENUE ASSOCIATES, LLC, a Delaware limited liability company (herein called “Landlord”), and AUDIENCE, INC., a California corporation, (herein called “Tenant”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • April 30th, 2015 • Audience Inc • Semiconductors & related devices • Delaware
THIS TENDER AND SUPPORT AGREEMENT, dated as April 29, 2015 (this “Agreement”), is entered into by and between Knowles Corporation, a Delaware corporation (“Parent”), and [ ] (the “Stockholder”).
APPLE INC. MASTER DEVELOPMENT AND SUPPLY AGREEMENTMaster Development and Supply Agreement • April 27th, 2012 • Audience Inc • Semiconductors & related devices • California
THIS MASTER DEVELOPMENT AND SUPPLY AGREEMENT [*****] is entered into by and among Apple Inc., a California corporation having its principal place of business at 1 Infinite Loop, Cupertino, California 95014, United States and Apple Sales International, an Irish corporation having its principal place of business at Holly Hill Industrial Estate, Cork City, Ireland (collectively, “Apple”), and Audience Inc., a California corporation, having its principal place of business at 1330 Villa Street, Mountain View, Ca 94041 (“Company”), effective as of August 6, 2008 (the “Effective Date”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 13th, 2012 • Audience Inc • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date is between SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (FAX (650) 320-0016) and AUDIENCE, INC., a California corporation (“Borrower”), with its principal place of business at 440 Clyde Avenue, Mountain View, California 94043 (FAX (650) 254-2898), and provides the terms on which Bank shall lend to Borrower, and Borrower shall repay Bank. The parties agree as follows:
SEPARATION AGREEMENT AND RELEASESeparation Agreement • February 22nd, 2012 • Audience Inc • Semiconductors & related devices • California
This Separation Agreement and Release (“Agreement”) is made by and between James Lau (“Employee”) and Audience, Inc., a Delaware corporation (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 4th, 2013 • Audience Inc • Semiconductors & related devices
THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 30th day of September, 2013, but effective as of September 30, 2013, by and between SILICON VALLEY BANK, a California corporation (“Bank”) and AUDIENCE, INC., a Delaware corporation (“Borrower”).
AUDIENCE, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT February 3, 2010Investors’ Rights Agreement • January 13th, 2012 • Audience Inc • California
This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of February 3, 2010, 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 hereto, 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”), holders of the Company’s Series D Preferred Stock (the “Series D Holders”), and holders of th
Amendment No. 1 to the [*****] SOW Between Apple and Audience This Amendment No. 1 (the “Amendment”) entered into by: Apple Inc. (“Apple”) and Audience, Inc. (“Audience”) is effective as of: December 22, 2010 (the “Effective Date”) and amends:Amendment No. 1 to the [*****] Sow • February 22nd, 2012 • Audience Inc • Semiconductors & related devices
the [*****] SOW, dated December 19, 2008 (the “SOW”), under the Master Development and Supply Agreement ([*****]), dated August 6, 2008 (collectively, the “Agreement”)
AUDIENCE, INC. SEVERANCE AGREEMENTSeverance Agreement • January 13th, 2012 • Audience Inc • California
This Severance Agreement (the “Agreement”) is made and entered into by and between Lloyd Watts, Ph.D. (“Executive”) and Audience, Inc., a Delaware corporation (the “Company”), effective as of August 30, 2011 (the “Effective Date”).
AGREEMENT AND PLAN OF MERGER among KNOWLES CORPORATION, ORANGE SUBSIDIARY, INC. and AUDIENCE, INC. Dated as of April 29, 2015Merger Agreement • April 30th, 2015 • Audience Inc • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 29, 2015, is by and among Knowles Corporation, a Delaware corporation (“Parent”), Orange Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Audience, Inc., a Delaware corporation (the “Company”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 13th, 2012 • Audience Inc
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this day of December, 2009, by and between SILICON VALLEY BANK, a California corporation (“Bank”) and AUDIENCE, INC., a California corporation (“Borrower”).
AUDIENCE, INC. AMENDMENT NUMBER TWO TO THE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 27th, 2012 • Audience Inc • Semiconductors & related devices • California
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 Pre
AUDIENCE INTERNATIONAL DISTRIBUTOR AGREEMENTInternational Distributor Agreement • March 9th, 2015 • Audience Inc • Semiconductors & related devices
This International Distributor Agreement (“Agreement”) is entered into as of March 31, 2014 (“Effective Date”), between AUDIENCE SINGAPORE PTE. LTD., a Singapore corporation with principal offices at 2 Changi Business Park Avenue 1, Level 2, Suite 31, Singapore 486015 (“Audience”), and COMTECH INTERNATIONAL (HONG KONG) LIMITED, a Hong Kong corporation, with offices at Skyworth Building, 9th Floor, Science Park, Nanshan District, Shenzen, China (“Distributor”).
APPLE INC. STATEMENT OF WORK UNDER THE MASTER DEVELOPMENT AND SUPPLY AGREEMENT [*****] SOWStatement of Work • February 22nd, 2012 • Audience Inc • Semiconductors & related devices • California
THIS STATEMENT OF WORK (the “SOW”) is entered into by and between Apple Inc., a California corporation having its principal place of business at 1 Infinite Loop, Cupertino, California 95014, Apple [*****] (collectively, “Apple”), and Audience Inc., a California corporation, having its principal place of business at 1330 Villa Street, Mountain View, Ca 94041 (“Company”), effective as of August 6, 2008 (the “Effective Date”).
AUDIENCE, INC. AMENDMENT TO THE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • January 13th, 2012 • Audience Inc • California
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 Serie
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 4th, 2014 • Audience Inc • Semiconductors & related devices
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”).
AUDIENCE, INC. AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLAN STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • January 7th, 2013 • Audience Inc • Semiconductors & related devices • California
Unless otherwise defined herein, the terms defined in the Audience, Inc. Amended and Restated 2011 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Notice of Stock Option Grant (the “Notice of Grant”) and Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A (together, the “Agreement”).
APPLE INC. STATEMENT OF WORK UNDER THE MASTER DEVELOPMENT AND SUPPLY AGREEMENT [*****] SOWStatement of Work • April 27th, 2012 • Audience Inc • Semiconductors & related devices • Cork
THIS STATEMENT OF WORK (the “SOW”) is entered into by and between Apple Inc., a California corporation having its principal place of business at 1 Infinite Loop, Cupertino, California 95014, Apple Sales International, an Irish Corporation having its principal place of business at Holly Hill Industrial Estate, Cork City, Ireland (collectively, “Apple”), and Audience Inc., a California corporation, having its principal place of business at 1330 Villa Street, Mountain View, Ca 94041 (“Company”), effective as of August 6, 2008 (the “Effective Date”).
SUBLEASESublease • April 20th, 2012 • Audience Inc • Semiconductors & related devices • California
THIS SUBLEASE (this “Sublease”) is dated as of March 16, 2012, by and between ZYNGA INC., a Delaware corporation (“Sublandlord”), and AUDIENCE, INC., a Delaware corporation (“Subtenant”).
Lease Date: October 2, 2008 LANDLORD: 440 CLYDE AVENUE ASSOCIATES, LLC a Delaware limited liability company Managing Agent: DOSTART DEVELOPMENT COMPANY, LLC Landlord’s and Managing Agent’s Address: c/o DOSTART DEVELOPMENT COMPANY, LLC [address]...Lease Agreement • January 13th, 2012 • Audience Inc
THIS LEASE AGREEMENT is made and entered into as of October 2nd 2008, by and between 440 CLYDE AVENUE ASSOCIATES, LLC, a Delaware limited liability company (herein called “Landlord”), and AUDIENCE, INC., a California corporation, (herein called “Tenant”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 13th, 2012 • Audience Inc
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 17th day of August, 2010, by and between SILICON VALLEY BANK, a California corporation (“Bank”) and AUDIENCE, INC., a California corporation (“Borrower”).
Amendment No. 1 to the [*****] SOW Between Apple and Audience This Amendment No. 1 (the “Amendment’) entered into by:Amendment No. 1 to the [*****] Sow • April 27th, 2012 • Audience Inc • Semiconductors & related devices
the [*****] SOW, dated December 19, 2008 (the “SOW’), under the Master Development and Supply Agreement ([*****]), dated August 6, 2008 (collectively, the “Agreement’)
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 13th, 2012 • Audience Inc
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 6th day of July, 2011, by and between SILICON VALLEY BANK, a California corporation (“Bank”) and AUDIENCE, INC., a California corporation (“Borrower”).
APPLE INC. MASTER DEVELOPMENT AND SUPPLY AGREEMENTMaster Development and Supply Agreement • February 22nd, 2012 • Audience Inc • Semiconductors & related devices • California
THIS MASTER DEVELOPMENT AND SUPPLY AGREEMENT [*****] is entered into by and among Apple Inc., a California corporation having its principal place of business at 1 Infinite Loop, Cupertino, California 95014, United States and Apple [*****] (collectively, “Apple”), and Audience Inc., a California corporation, having its principal place of business at 1330 Villa Street, Mountain View, Ca 94041 (“Company”), effective as of August 6, 2008 (the “Effective Date”).
AGREEMENT AND PLAN OF MERGER among: AUDIENCE, INC., a Delaware corporation; ALAMEDA ACQUISITION CORP., a Delaware corporation; SENSOR PLATFORMS, INC., a Delaware corporation; AND SHAREHOLDER REPRESENTATIVE SERVICES LLC AS THE STOCKHOLDERS’ AGENT Dated...Merger Agreement • July 17th, 2014 • Audience Inc • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER (together with the Company Disclosure Schedule and the other schedules hereto, this “Agreement”) is made and entered into as of June 24, 2014 by and among Audience, Inc., a Delaware corporation (“Parent”), Alameda Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Sensor Platforms, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative of the Company Stockholders, (the “Stockholders’ Agent”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article 9 or as defined in this Agreement.
