AUDIENCE, INC. 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”), Xxxxx Xxxxx, 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.

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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/ Xxxxx Xxxxxx
		Xxxxx Xxxxxx, President and CEO
Address:		000 Xxxxx Xxxxxx
		Xxxxxxxx Xxxx, XX 00000
FOUNDER:
		/s/ Xxxxx Xxxxx
		Xxxxx Xxxxx, Ph.D.
Address:		000 Xxxxx Xxxxxx
		Xxxxxxxx Xxxx, XX 00000

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/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Chief Legal Officer
Date:
NEA Ventures 2006, Limited Partnership
By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
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/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
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/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
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/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
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/ Xxxx Xxxxxxxx
Name:		Xxxx Xxxxxxxx
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/ Xxxx Xxxxxxxx
Name:		Xxxx Xxxxxxxx
Title:		Vice President
Date:

SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO THE

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT