Third Amendment to the Sixth Amended and Restated Investor Rights Agreement



 Exhibit 4.10 
 THIRD AMENDMENT TO THE 
 SIXTH AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT 
 THIS THIRD AMENDMENT TO THE SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this
“Amendment”) made as of the 8th day of May 2012, by and among (i) KAYAK Software Corporation, a Delaware corporation (the “Company”), (ii) those persons and entities listed under the heading “Investors”
on Schedule I hereto (the “Investors”) and (iii) those persons listed under the heading “Founders” on Schedule I hereto (the “Founders”). Capitalized terms not defined herein shall have
the meanings ascribed to them in the Agreement (as defined below).  
 W I T N E S S E T H: 

WHEREAS, the Company, the Investors and the Founders have heretofore entered into a Sixth Amended and Restated Investor Rights
Agreement, dated as of March 22, 2010, as subsequently amended on October 1, 2010, and February 10, 2012 (together with all exhibits thereto, the “Agreement”); and 

WHEREAS, the Company, the Investors and the Founders, constituting the Requisite Investors, have mutually agreed to amend a
certain provision contained in the Agreement. 
 NOW, THEREFORE, in consideration of good and valuable consideration, the
receipt and legal sufficiency of which is hereby acknowledged, the Company, the Investors and the Founders hereby agree as follows: 
 1. Section 1. Section 1 of the Agreement is hereby amended by deleting in its entirety the definition of “Reserved Employee Shares” found therein and replacing it with
the following: 
 “Reserved Employee Shares” shall mean up to 13,431,815 shares of Common Stock (appropriately
adjusted to reflect stock splits, stock dividends, combinations of shares and the like with respect to the Common Stock occurring after March 22, 2010) reserved by the Company from time to time for (i) the sale or issuance of shares of
Common Stock to employees, consultants or non-employee directors of the Company or (ii) the issuance and/or exercise of options to purchase Common Stock granted to employees, consultants or non-employee directors of the Company, all pursuant to
arrangements approved by the Board of Directors and the Series A Directors. 
 2. Effect of Amendment. This
Amendment will be effective in accordance with Section 15(d) of the Agreement upon execution by Company, the Investors and the Founders. Except as expressly provided herein and as amended hereby, the Agreement shall remain in full force and
effect in accordance with its terms. 
 3. Counterparts. This Amendment may be executed in counterparts.








 IN WITNESS WHEREOF, the Company, the Investors and the Founders have executed this
Third Amendment to the Sixth Amended and Restated Investor Rights Agreement as of the date first above written. 
 COMPANY:

 KAYAK SOFTWARE CORPORATION 
  

			
	By:	 	 /s/ Daniel Stephen Hafner

	Name:	 	Daniel Stephen Hafner
	Title:	 	Chief Executive Officer


  
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 FOUNDERS: 
  

	
	 /s/ Daniel Stephen Hafner

	Daniel Stephen Hafner
	
	 /s/ Paul English

	Paul English


  
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 INVESTORS: 
  

									
	GENERAL CATALYST GROUP II, L.P.	 		 	GENERAL CATALYST GROUP III, L.P.
					
	By:	  	General Catalyst Partners II, L.P.	 		 	By:	  	General Catalyst Partners III, L.P.
		  	Its General Partner	 		 		  	Its General Partner
					
	By:	  	General Catalyst GP II, LLC	 		 	By:	  	General Catalyst GP III, LLC
		  	Its General Partner	 		 		  	Its General Partner
					
	By:	  	 /s/ William J. Fitzgerald
	 		 	By:	  	 /s/ William J. Fitzgerald

	Name:	  	William J. Fitzgerald	 		 	Name:	  	William J. Fitzgerald
	Title:	  	Member and Chief Financial Officer	 		 	Title:	  	Member and Chief Financial Officer
			
	GC ENTREPRENEURS FUND II, L.P.	 		 	GC ENTREPRENEURS FUND III, L.P.
					
	By:	  	General Catalyst Partners II, L.P.	 		 	By:	  	General Catalyst Partners III, L.P.
		  	Its General Partner	 		 		  	Its General Partner
					
	By:	  	General Catalyst GP II, LLC	 		 	By:	  	General Catalyst GP III, LLC
		  	Its General Partner	 		 		  	Its General Partner
					
	By:	  	 /s/ William J. Fitzgerald
	 		 	By:	  	 /s/ William J. Fitzgerald

	Name:	  	William J. Fitzgerald	 		 	Name:	  	William J. Fitzgerald
	Title:	  	Member and Chief Financial Officer	 		 	Title:	  	Member and Chief Financial Officer
			
	GENERAL CATALYST GROUP V, L.P.	 		 	GC ENTREPRENEURS FUND V, L.P.
					
	By:	  	General Catalyst Partners V, L.P.	 		 	By:	  	General Catalyst Partners V, L.P.
		  	Its General Partner	 		 		  	Its General Partner
					
	By:	  	General Catalyst GP V, LLC	 		 	By:	  	General Catalyst GP V, LLC
		  	Its General Partner	 		 		  	Its General Partner
					
	By:	  	 /s/ William J. Fitzgerald
	 		 	By:	  	 /s/ William J. Fitzgerald

	Name:	  	William J. Fitzgerald	 		 	Name:	  	William J. Fitzgerald
	Title:	  	Member and Chief Financial Officer	 		 	Title:	  	Member and Chief Financial Officer
				
	GENERAL CATALYST GROUP V SUPPLEMENTAL, L.P.	 		 		  	
					
	By:	  	General Catalyst Partners V, L.P.	 		 		  	
		  	Its General Partner	 		 		  	
					
	By:	  	General Catalyst GP V, LLC	 		 		  	
		  	Its General Partner	 		 		  	
					
	By:	  	 /s/ William J. Fitzgerald
	 		 		  	
	Name:	  	William J. Fitzgerald	 		 		  	
	Title:	  	Member and Chief Financial Officer	 		 		  	


  
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	ACCEL LONDON II L.P.	 		 	ACCEL LONDON INVESTORS 2006 L.P.
					
	By:	  	Accel London II Associates L.P.	 		 	By:	  	Accel London II Associates L.L.C.
		  	Its General Partner	 		 		  	Its General Partner
					
	By:	  	Accel London II Associates L.L.C.	 		 		  	
		  	Its General Partner	 		 		  	
					
	By:	  		 		 	By:	  	
	Name:	  	 /s/    Jonathan Biggs
	 		 	Name:	  	 /s/    Jonathan Biggs

	Title:	  	Attorney in Fact	 		 	Title:	  	Attorney in Fact


  
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	SEQUOIA CAPITAL XI
	SEQUOIA TECHNOLOGY PARTNERS XI
	SEQUOIA CAPITAL XI PRINCIPALS FUND
		
	By:	 	SC XI Management, LLC
		 	A Delaware Limited Liability Company
		 	General Partner of Each
		
	By:	 	 /s/ Michael Moritz

	Name:	 	Michael Moritz
	Title:	 	Managing Member

 SEQUOIA CAPITAL GROWTH FUND III 
 SEQUOIA CAPITAL GROWTH PARTNERS III 
 SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND 

 

			
	By:	 	SCGF III Management, LLC
		 	A Delaware Limited Liability Company
		 	General Partner of Each
		
	By:	 	 /s/ Michael Moritz

	Name:	 	Michael Moritz
	Title:	 	Managing Member


  
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	Greg Slyngstad


  
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	 /s/ Daniel Stephen Hafner

	Daniel Stephen Hafner


  
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	 /s/ Paul English

	Paul English


  
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 TRIDENT CAPITAL FUND-V, L.P 
 TRIDENT CAPITAL FUND-V AFFILIATES FUND, L.P. 
 TRIDENT CAPITAL FUND-V AFFILIATES FUND (Q), L.P.

 TRIDENT CAPITAL FUND-V PRINCIPALS FUND, L.P. 
 TRIDENT CAPITAL PARALLEL FUND-V, C.V. 
 Executed on behalf of the foregoing funds 

by the undersigned, as an authorized signatory 

of the respective general partner of each such fund: 
  

	
	  

	    (signature)
	
	  

	    (print name)


  
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	NORWEST VENTURE PARTNERS VII-A, LP	  		  	NORWEST VENTURE PARTNERS X, LP
					
	By:	 	Itasca VC Partners VII-A, LLC	  		  	By:	 	Genesis VC Partners X, LLC
		 	Its General Partner	  		  		 	Its General Partner
					
	By:	 	  
	  		  	By:	 	  

	Name:	 	  
	  		  	Name:	 	  

	Title:	 	  
	  		  	Title:	 	  



  
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	OAK INVESTMENT PARTNERS XII, LIMITED PARTNERSHIP


			
		
	By:	 	Oak Associates XII, LLC, its General Partner
		
	By:	 	 /s/ Iftikar A. Ahmed

	Name:	 	Iftikar A. Ahmed
	Title:	 	Managing Member


  
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	TENAYA CAPITAL V, L.P.
		
	By:	 	Tenaya Capital V GP, L.P., its General Partner
		
	By:	 	Tenaya Capital V GP, LLC, its General Partner
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	TENAYA CAPITAL V-P, L.P.
		
	By:	 	Tenaya Capital V GP, L.P., its General Partner
		
	By:	 	Tenaya Capital V GP, LLC, its General Partner
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	TENAYA CAPITAL B, LP
		
	By:	 	  

		
	By:	 	  

		
	By:	 	  

	Name:	 	  

	Title:	 	  



  
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	GOLDHILL VENTURE LENDING 03, L.P.
		
	By:	 	  

	Name:	 	
	Title:	 	


  
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 Schedule I 
 Investors: 
 General Catalyst Group II, L.P. 

GC Entrepreneurs Fund II, L.P. 
 General Catalyst
Group III, L.P. 
 GC Entrepreneurs Fund III, L.P. 
 General Catalyst Group V, L.P. 
 General Catalyst Group V Supplemental, L.P. 

GC Entrepreneurs Fund V, L.P. 
 20 University
Road, Suite 450 
 Cambridge, MA 02138 

Fax: (617) 234-7040 
 Attn: Joel Cutler

 Sequoia Capital Growth Fund III 

Sequoia Capital Growth Partners III 
 Sequoia
Capital Growth III Principals Fund 
 Sequoia Capital XI 
 Sequoia Technology Partners XI 
 Sequoia Capital XI Principals Fund 

3000 Sand Hill Road 
 Bldg 4, Suite 180

 Menlo Park, CA 94025 
 Daniel
Stephen Hafner 
 [ADDRESS] 
 Paul
English 
 [ADDRESS] 
 Greg Slyngstad

 [ADDRESS] 

  
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 Accel London II, L.P. 
 Accel London Investors 2006 L.P. 
 428 University Avenue 

Palo Alto, CA 94301-1812 
 Fax:
(650) 614-4880 
 Attn: Richard Zamboldi 
 Notices also sent to 
 Accel Partners 
 16 St. James’s Street 
 London SW1A 1ER 

United Kingdom 
 Fax: +44 (0) 20 7170 1099

 Attn: Jonathan Biggs 
 Attn: Harry
Nelis 
 Norwest Venture Partners VII-A 

Norwest Venture Partners X, LP 
 525 University
Avenue 
 Palo Alto, Ca. 94301 

650.321.8000 
 Oak Investment Partners XII,
Limited Partnership 
 One Gorham Island 

Westport, CT 06880 
 Attn: Iftikar A. Ahmed

 Tenaya Capital V, L.P. 
 Tenaya
Capital V-P, L.P. 
 Tenaya Capital B, LP 
 2965 Woodside Road, Suite A 
 Woodside, California 94062 

Trident Capital Fund-V, L.P 
 Trident Capital
Fund-V Affiliates Fund, L.P. 
 Trident Capital Fund-V Affiliates Fund (Q), L.P. 
 Trident Capital Fund-V Principals Fund, L.P. 
 Trident Capital Parallel Fund-V, C.V. 

505 Hamilton Ave, Suite 200 
 Palo Alto, CA 94301

 Gold Hill Venture Lending 03, L.P. 

35 Braintree Hill Park, Suite 301 
 Braintree, MA
02138 
 The Paul M. English 2009 Charitable Remainder Unitrust I 
 [ADDRESS] 
 The Paul M. English 2009 Charitable Remainder Unitrust II 

[ADDRESS] 

  
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 The English Family 2010 Trust 
 [ADDRESS] 
 Lee Baldwin 
 [ADDRESS] 

  
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 Founders: 
 Daniel Stephen Hafner 
 [ADDRESS] 
 Paul English 
 [ADDRESS] 

  
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