0001193125-15-159401 Sample Contracts

AGREEMENT AND PLAN OF MERGER among KNOWLES CORPORATION, ORANGE SUBSIDIARY, INC. and AUDIENCE, INC. Dated as of April 29, 2015

Merger Agreement • April 30th, 2015 • Knowles Corp • Household audio & video equipment • Delaware

• Contract Type
  Merger Agreement
• Filed
  April 30th, 2015
• Company
  Knowles Corp
• Industry
  Household audio & video equipment
• Jurisdiction
  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 AMENDED AND RESTATED CREDIT AGREEMENT

Credit Agreement • April 30th, 2015 • Knowles Corp • Household audio & video equipment • New York

• Contract Type
  Credit Agreement
• Filed
  April 30th, 2015
• Company
  Knowles Corp
• Industry
  Household audio & video equipment
• Jurisdiction
  New York

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of April 17, 2015, among KNOWLES CORPORATION (the “Company”), KNOWLES LUXEMBOURG INTERNATIONAL S.À R.L. (the “Luxembourg Borrower”), the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as the Administrative Agent under the Credit Agreement referred to below.