EX-4.5



 Exhibit 4.5 

 
 SECOND AMENDMENT TO THE 

 
 SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

  
 THIS SECOND AMENDMENT TO THE SIXTH
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Amendment”) made as of the 10th day of February 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 Investor Rights 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 (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 13,000,000 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
Second 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:   President


  
 Signature Page to the 2nd
Amendment to the Investor Rights Agreement 








	
	FOUNDERS:
	
	/s/ Daniel Stephen Hafner
	 Daniel Stephen Hafner

	
	 /s/ Paul English

	Paul English

  
 Signature Page to the 2nd
Amendment to the Investor Rights Agreement 







 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


  
 Signature Page to the 2nd
Amendment to the Investor Rights Agreement 







 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

  
 Signature Page to the 2nd
Amendment to the Investor Rights Agreement 







 ACCEL LONDON II L.P. 

			
		
	By:	 	Accel London II Associates L.P.
	Its:	 	General Partner


			
		
	By:	 	Accel London II Associates LLC
	Its:	 	General Partner


			
		
	By:	 	/s/ Hendrick W. Nelis
		 	Name: Hendrick W. Nelis
		 	Title: Attorney in Fact

  
 ACCEL LONDON
INVESTORS 2006 L.P. 

			
		
	By:	 	Accel London II Associates LLC
	Its:	 	General Partner


			
		
	By:	 	/s/ Hendrick W. Nelis
		 	Name: Hendrick W. Nelis
		 	Title: Attorney in Fact

  
 Signature Page to the 2nd
Amendment to the Investor Rights Agreement 







 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

  
 Signature Page to the 2nd
Amendment to the Investor Rights Agreement