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...Agreement and Plan of Merger • 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.
