EX-4.9



 Exhibit 4.9 
 ELECTION AND AMENDMENT AGREEMENT 
 KAYAK SOFTWARE CORPORATION

 KAYAK Software Corporation, a Delaware corporation (the “Corporation”), and the undersigned stockholders
of the Corporation hereby enter into this Election and Amendment Agreement as of April 19, 2012 (the “Effective Date”). 
 Whereas, the undersigned stockholders include: (a) (i) the Requisite Holders, as such term is defined in the Corporation’s Amended and Restated Certificate of Incorporation, as
amended (the “Certificate of Incorporation”), (ii) the holders of at least 662/3% of the Corporation’s Series D Convertible Preferred Stock; and (iii) Daniel Stephen Hafner and/or Paul English; (b) the Requisite Investors and each of the Designators, as such terms are
defined in the Sixth Amended and Restated Stock Restriction and Co-Sale Agreement between the Corporation and the other parties thereto (the “Stock Restriction Agreement”); (c) the Requisite Investors and at least one Founder,
as such terms are defined in the Sixth Amended and Restated Investor Rights Agreement, as amended, between the Corporation and the other parties thereto (the “Investor Rights Agreement”) and (d) the Requisite Investors, the
Holders holding at least two-thirds of the Shares held by the Holders and each of the Designators, as such terms are defined in the Stockholders’ Agreement, dated as of May 6, 2010, as amended, between the Corporation and the other parties
thereto (the “Stockholders Agreement”); 
 Whereas, the Corporation, a private corporation, is
contemplating the consummation of a firm commitment underwritten initial public offering of Applicable Common Stock (as defined below) of the Corporation (the “IPO”); 

Whereas, in connection with the consummation of the IPO the Corporation may recapitalize its existing Common Stock (as defined in
the Certificate of Incorporation) into two new classes of common stock (the “Recapitalization”), namely a Class A Common Stock which shall be issued to the public (the Common Stock, or such Class A Common Stock as is
issued in the IPO, as applicable at any time, the “Applicable Common Stock”) and a Class B Common Stock into which all existing capital stock of the Corporation shall be converted prior to the closing of the IPO (the “Class
B Common Stock”); 
 Whereas, the election and agreements set forth herein are important to the IPO process and
are otherwise to the mutual benefit of the Corporation and each of the undersigned stockholders; 
 Now, therefore, in
consideration of the foregoing, the legal sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 
 1. Election to Convert Preferred Stock. 
 a. As used in this Election and
Amendment Agreement, the following terms have the following respective meanings: 
 i. an “Applicable
IPO” means an IPO consummated pursuant to a Registration Statement under the Securities Act of 1933, as amended, with an Effective 







 
Time on or prior to December 31, 2012 and the consummation of which has been approved by the Board of Directors of the Corporation, or by any authorized Committee thereof; 

ii. the “Closing” means the first sale of shares of Applicable Common Stock by the Corporation to the
underwriters pursuant to an Applicable IPO; and 
 iii. the “Effective Time” means with respect
to a Registration Statement, the time that the U.S. Securities and Exchange Commission declares such Registration Statement to be effective. 
 b. Pursuant to Section B.5O(1) of Article FOURTH of the Certificate of Incorporation, the undersigned stockholders hereby elect, such election to be effected immediately prior to but contingent upon the
Closing, that all outstanding shares of Convertible Preferred Stock (as defined in the Certificate of Incorporation) shall automatically convert to shares of Common Stock or, if the Recapitalization has occurred, to shares of Class B Common Stock,
in either case pursuant to the conversion procedures set forth in Section B.5O(2) of Article FOURTH of the Certificate of Incorporation as in effect at such time. 
 c. For purposes of clarity, (i) the foregoing election shall be deemed effected immediately prior to, but contingent upon, the Closing, without any further action by any party hereto, and may not be
withdrawn, conditioned or otherwise modified except as provided in Section 11 hereof and (ii) references above to Section numbers in the Certificate of Incorporation will be deemed to be automatically and appropriately adjusted if and to
the extent such Section numbers are modified by any amendment to the Certificate of Incorporation effected after the date hereof and prior to the Effective Time. 
 2. Amendment to the Stock Restriction Agreement. Pursuant to Section 14 of the Stock Restriction Agreement, Section 7 of the Stock Restriction Agreement is hereby amended to delete the
phrase “of Common Stock in which” appearing therein, and to insert the following text in lieu thereof: 
 “of
Common Stock (or other class of common stock of the Company) either (i) consummated pursuant to a Registration Statement under the Securities Act of 1933, as amended with an effective time on or prior to December 31, 2012 or
(ii) in which”. 
 3. Amendments and Waiver Relating to the Investor Rights Agreement. Pursuant to
Section 15(d) of the Investor Rights Agreement, the parties hereto hereby: 
  

	 	a.	amend the Investor Rights Agreement to delete the definition of “Common Stock” appearing in Section 1 therein and to insert, in lieu thereof, the
following: ““Common Stock” shall mean the Common Stock, $.001 par value, of the Company, as constituted as of the date of this Agreement; provided that if the Company has thereafter recapitalized and converted such Common Stock
into a class of common stock, then “Common Stock” shall mean such class of common stock and/or any other class of common stock into which such class is convertible, as the context may require.” 


 

	 	b.	 amend the Investor Rights Agreement to delete the definition of “Qualified Public Offering” appearing in Section 1 therein and to
insert, in lieu thereof, the following: ““Qualified Public Offering” shall mean a firm commitment underwritten public 



  
 2 









	 	
offering of Common Stock which either (i) is consummated pursuant to a Registration Statement under the Securities Act of 1933, as amended with an effective time on or prior to
December 31, 2012 or (ii) results in aggregate gross proceeds to the Company equal to or in excess of $25,000,000 with a price per share paid by the public for such shares equal to or in excess of $31.09 (such price subject to
equitable adjustment in the event of any stock split, stock dividend, combination, reorganization, reclassification or other similar event occurring after March 22, 2010).” 


 

	 	c.	waive the applicability of Section 12 of the Investor Rights Agreement to an Applicable IPO, to any of the securities issuances contemplated under Section 6
hereof, and to all other agreements and transactions contemplated in this Election and Amendment Agreement. 

 4.
Amendment to the Stockholders Agreement. Pursuant to Section 18 of the Stockholders’ Agreement, Section 10 of the Stockholders’ Agreement is hereby amended to delete such Section in its entirety and to insert, in lieu
thereof, the following: 
 “10. Termination. This Agreement, and the respective rights and obligations of the parties
hereto, shall terminate upon the completion of a firm commitment underwritten public offering of Common Stock (or other class of common stock of the Company) which either (i) is consummated pursuant to a Registration Statement under the
Securities Act of 1933, as amended with an effective time on or prior to December 31, 2012 or (ii) results in aggregate gross proceeds to the Company equal to or in excess of $25,000,000 with a price per share paid by the public for
such shares equal or in excess of $31.09 per share (such price subject to equitable adjustment in the event of any stock split, stock dividend, combination, reorganization, reclassification or other similar event occurring after March 22, 2010)
(a “Qualified Public Offering”); provided, however, that (x) Sections 1 through 3 shall terminate on the earlier of (i) the completion of a Qualified Public Offering and (ii) ten (10) years after
the date hereof, (y) Section 8 shall terminate pursuant to the terms as set forth therein and (z) Section 9(a) shall terminate upon the completion of a firm commitment underwritten public offering of Common Stock by the
Company.” 
 5. Amendment to Certificate of Incorporation. Each of the undersigned stockholders hereby consent, in
accordance with Section 228 of the Delaware General Corporation Law, to the following actions by written consent and without a meeting, which actions and resolutions shall have the same force and effect as if duly adopted at a special meeting
duly called and held at which a quorum was present and acting throughout: 
  

	 	a.	That the Amendment to the Amended and Restated Certificate of Incorporation of the Corporation (the “Charter Amendment”), substantially in the form
attached hereto as Exhibit A, be, and hereby is, approved; 

  

	 	b.	That the appropriate officers of the Corporation be, and each of them acting singly hereby is, authorized to execute the Charter Amendment; and that, the Corporation is
hereby authorized to file the Charter Amendment with the Secretary of State of the State of Delaware; and 


  
 3 









	 	c.	That at any time prior to the effectiveness of the filing of the Charter Amendment with the Secretary of State of the State of Delaware, notwithstanding authorization
of the Charter Amendment by the stockholders of the Corporation, the Board of Directors of the Corporation, in its discretion, may abandon and not file such Charter Amendment without further action by the stockholders of the Corporation.


 6. Additional Consideration to Certain Holders of Series D Convertible Preferred Stock. 

 

	 	a.	In further consideration for the elections and agreements set forth herein by the Eligible Series D Holders (as defined below), the Corporation agrees to sell to each
Eligible Series D Holder, upon such Eligible Series D Holder’s valid Election (as defined below), such number of shares of Applicable Common Stock as is determined pursuant to the further provisions of this Section 6; provided that each of
the following holders of Series D Convertible Preferred Stock hereby acknowledge and agree that, notwithstanding their execution of this Election and Amendment Agreement on or prior to May 3, 2012, they shall not be deemed Eligible Series D
Holders solely for the purposes of this Section 6.a and the following Section 6.b, and accordingly shall not be eligible to make an Election nor to purchase any Election Shares: 


 

	
	 Accel London II L.P.

	 Accel London Investors 2006 L.P.

	 GC Entrepreneurs Fund II, L.P.

	 GC Entrepreneurs Fund III, L.P.

	 GC Entrepreneurs Fund V, LP

	 General Catalyst Group II, L.P.

	 General Catalyst Group III, L.P.

	 General Catalyst Group V Supplemental, LP

	 General Catalyst Group V, LP

	 Sequoia Capital Growth Fund III

	 Sequoia Capital Growth III Principals Fund

	 Sequoia Capital Growth Partners III


  

	 	b.	 An “Election” may be made by an Eligible Series D Holder solely upon the terms and conditions set forth in this Section 6.b: such
Eligible Series D Holder must deliver to the Corporation during the Election Period a written notice specifying that such Eligible Series D Holder elects to purchase from the Corporation either all of such Eligible Series D Holder’s Election
Shares or such lesser number of whole Election Shares as is specified therein by such Eligible Series D Holder and, within seven (7) Business Days of the Closing, the payment of the Per Share




  
 4 









	 	
Price multiplied by the number of Election Shares specified in such written notice, by wire transfer of immediately available funds pursuant to the wiring instructions of the Corporation attached
hereto as Exhibit B. A written Election notice must be delivered by one of the following methods, and will be deemed delivered solely upon receipt thereof by the Corporation: (a) by-hand delivery to the Chief Financial Officer of the
Corporation (b) by a recognized overnight courier service, with certification of receipt requested, to the Chief Financial Officer of the Corporation at KAYAK Software Corporation, 55 North Water Street, Suite 1, Norwalk CT 06854 or (c) by
email to each of mreiter@kayak.com and kklein@kayak.com. The closing of the purchase of Election Shares by an Eligible Series D Holder pursuant to a properly made Election shall occur upon timely receipt of the purchase price by the Corporation and,
upon receipt of such payment, the Corporation shall issue to such Eligible Series D Holder the Election Shares paid for as evidenced by a stock certificate, with appropriate legends, promptly after such closing. The Corporation hereby expressly
confirms, represents and warrants that the elections and agreements set forth herein by the Eligible Series D Holders and the further cash consideration specified above collectively constitute due and valid consideration in respect of any such
issuance of Election Shares, and that each such share of Applicable Common Stock shall, upon issuance, be validly issued, fully paid and non-assessable. 

  

	 	c.	In the event of a Closing of an Applicable IPO in which the Per Share Price is less than $27.00 (such price subject to equitable adjustment in the event of any
stock split, stock dividend, combination, reorganization, reclassification or other similar event occurring after the date hereof), then in further consideration for the elections and agreements set forth herein by the Eligible Series D Holders, and
without the requirement of any cash payment or any further action by the Eligible Series D Holders, the Corporation agrees to issue to each Eligible Series D Holder (including any Eligible Series D Holder listed in 6.a), within five
(5) Business Days after the Closing, the number of True-Up Shares applicable to such Eligible Series D Holder as evidenced by a stock certificate with appropriate legends. The Corporation hereby expressly confirms, represents and warrants that
the foregoing specified consideration constitutes due and valid consideration in respect of any such issuance of True-Up Shares, and that each such share of Applicable Common Stock shall, upon issuance, be validly issued, fully paid and
non-assessable. 

  

	 	d.	It is expressly understood and agreed that: (i) an Election may only be made during the Election Period, if any; (ii) an Election Period may never occur; and
(iii) the Corporation makes no representation or covenant that an Applicable IPO will be consummated. 

  

	 	e.	 The Corporation shall, not later than two calendar days after the Closing of an Applicable IPO in which the Per Share Price is less than $31.09
(such price subject to equitable adjustment in the event of any stock split, stock dividend, combination, reorganization, reclassification or other similar event occurring after the date hereof), provide by written notice to each Eligible Series D
Holder a copy of the final Exhibit C hereto, reflecting any exercise of the Series D Convertible Preferred Stock warrant held by Gold Hill Venture Lending 03, L.P. Such written




  
 5 








 
notice shall be provided to each Eligible Series D Holder by email to the address specified by such Eligible Series D Holder on Exhibit C hereto at the time of such stockholder’s execution
hereof; provided that if any Eligible Series D Holder does not provide an email address pursuant to this sentence, the Corporation shall provide such notice to such stockholder by US Mail at the address for such stockholder set forth in the Series D
Convertible Preferred Stock Purchase Agreement dated December 20, 2007. 
  

	 	f.	As used in this Section 6, the following terms have the following meanings: 


i. “Business Day” means any day on which national banking institutions in the State of New York are open
to the public for conducting business and are not required to close. 
 ii. “Election Period”
means the period, if any, commencing the day of the Closing in which the Corporation and the underwriters establish a final Per Share Price which is less than $31.09, and ending at 5:00 p.m., East Coast time, on the fifth Business Day
following such date. Upon request at or after any such Closing, the Corporation will confirm the date of such Closing and the date upon which the Election Period expires. 

iii. “Election Shares” means, with respect to any Eligible Series D Holder, a number of shares of
Applicable Common Stock calculated as follows: (i) dividing Twenty Million Dollars ($20,000,000) by the Per Share Price, and then (ii) multiplying the number determined in clause (i) by a fraction, the numerator of which is the number
of outstanding shares of Series D Convertible Preferred Stock registered in the name of such Eligible Series D Holder at the close of business on May 3, 2012, and the denominator of which is the total number of shares of Series D Convertible
Preferred Stock outstanding at the close of business on May 3, 2012, and finally (iii) rounding the aggregate number determined in clause (ii) up or down, as applicable, to the nearest whole number of shares; 

iv. “Eligible Series D Holder” means each holder of Series D Convertible Preferred Stock of the
Corporation that has executed and delivered to the Corporation this Election and Amendment Agreement on or prior to May 3, 2012. 
 v. “Per Share Price” means the final price per share to the public in the Applicable IPO. 
 vi. “True-Up Shares” means, with respect to any Eligible Series D Holder a number of shares of Applicable Common Stock calculated as follows: (i) determining the amount, if any, by
which $27.00 (such price subject to equitable adjustment in the event of any stock split, stock dividend, combination, reorganization, reclassification or other similar event occurring after the date hereof) exceeds the Per Share Price and then
(ii) dividing such excess amount determined in clause (i) by the Per Share Price, and then (iii) multiplying the amount determined in clause (ii) by the number of outstanding shares of Series D Convertible Preferred Stock
registered in the name of such Eligible Series D Holder at the close of business on May 3, 2012 and finally (iv) rounding the aggregate number determined in clause (iii) up or down, as applicable, to the nearest whole number of
shares. 

  
 6 








 7. Certain Representations and Warranties by the Stockholders. Each of the
undersigned stockholders, severally and not jointly, represents and warrants that: 
  

	 	a.	If such stockholder is an Eligible Series D Holder, then (i) it is an “accredited investor” within the meaning of Rule 501 under the Securities Act
of 1933, as amended (the “Securities Act”); (ii) it will acquire the Applicable Common Stock to be acquired by it hereunder for its own account and that such stock is being and will be acquired by it for the purpose of
investment and not with a view to distribution or resale thereof; (iii) it understands and agrees that, until registered under the Securities Act or transferred pursuant to the provisions of Rule 144 under the Securities Act, all certificates
evidencing any of the Applicable Common Stock purchased hereunder shall bear a legend, prominently stamped or printed thereon, to the effect that such securities may not be sold other than pursuant to a registered offering or an applicable
registration exemption under the Securities Act; and (iv) at the time of execution hereof and through the close of business on May 3, 2012, such Eligible Series D Holder is the owner of the number of shares of Series D Convertible
Preferred Stock set forth opposite such stockholder’s name on Exhibit C hereto; 

  

	 	b.	The execution, delivery and performance by such stockholder of this Election and Amendment Agreement has been duly authorized by all requisite corporate, limited
liability, partnership or other action, as applicable, of such stockholder. Such stockholder has duly authorized, executed and delivered this Election and Amendment Agreement and this Election and Amendment Agreement constitutes the valid and
binding obligation of such stockholder enforceable in accordance with its terms; and 

  

	 	c.	None of (i) the execution and delivery of this Election and Amendment Agreement, (ii) the consummation of the transactions, elections and consents
contemplated by this Election and Amendment Agreement, nor (iii) the purchase (or receipt) of Applicable Common Stock hereunder by such stockholder, has constituted or resulted in or will constitute or result in (A) a default under or
violation of any term or provision of any agreement or arrangement to which such stockholder is a party or by which such stockholder is bound, (B) a default under or violation of such stockholder’s organizational and/or operating documents
or (C) violate any applicable law, statute, rules or regulations. 

 8. Certain Representations and
Warranties by the Corporation. The Corporation represents and warrants that: 
  

	 	a.	The execution, delivery and performance by the Corporation of this Election and Amendment Agreement has been duly authorized by all requisite corporate action of the
Company, including any required stockholder approval. The Corporation has duly authorized, executed and delivered this Election and Amendment Agreement and this Election and Amendment Agreement constitutes the valid and binding obligation of the
Corporation enforceable in accordance with its terms; and 


  
 7 









	 	b.	Subject to the accuracy of the representations and warranties set forth in Section 7.a, none of (i) the execution and delivery of this Election and Amendment
Agreement, (ii) the consummation of the transactions contemplated by this Election and Amendment Agreement, nor (iii) the purchase (or receipt) of Applicable Common Stock hereunder by an Eligible Series D Holder, has constituted or
resulted in or will constitute or result in (A) a default under or violation of any term or provision of any agreement or arrangement to which the Corporation is a party or by which the Corporation is bound, (B) a default under or
violation of the Corporation’s Certificate of Incorporation or By-laws or (C) violate any applicable law, statute, rules or regulations. 

 9. Lock-Up Acknowledgement. Each Eligible Series D Holder hereby affirms and agrees that any shares of Applicable Common Stock that it purchases and/or receives hereunder are bound by the
restrictions set forth in the Lock-Up Letter agreement executed by such Eligible Series D Holder in favor of Morgan Stanley & Co. Incorporated and Deutsche Bank Securities Inc. 

10. Counterparts. This Election and Amendment Agreement may be executed in counterparts. For purposes of clarity, it is understood
and agreed that (i) one or more stockholders listed on the signature pages hereof may not execute this Election and Amendment Agreement and (ii) notwithstanding the foregoing, this Election and Amendment Agreement shall be effective as to
each signatory hereto upon such signatory’s execution hereof. 
 11. Amendments, Waivers, etc.
No provision of this Election and Amendment Agreement may be amended, waived, terminated, withdrawn or otherwise modified except pursuant to, and any provision of this Election and Amendment Agreement may be amended, waived, terminated, withdrawn or
otherwise modified solely by, a written consent executed by the (i) Corporation, (ii) holders of at least
662/3% of the Corporation’s Series D Convertible
Preferred Stock and (iii) the Requisite Investors; provided that the Corporation may update Exhibit C to reflect any exercise of the Series D Convertible Preferred Stock warrant held by Gold Hill Venture Lending 03, L.P. The Corporation may not
assign any of its rights or obligations hereunder without the prior written consent of (i) holders of at least 80% of the Corporation’s Series D Convertible Preferred Stock and (ii) the Requisite Investors; none of the undersigned
stockholders may assign any of its rights or obligations hereunder without the prior written consent of the Corporation. 
 12.
Governing Law. This Election and Amendment Agreement shall be construed and enforced in accordance with and governed by the laws of the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all
other matters shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of laws. 

13. Expenses. Each party shall bear its own expenses and legal fees in connection with the execution of this Election and
Amendment Agreement. If any action at law or in equity is necessary to enforce or interpret the terms of this Election and Amendment Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and disbursements in
addition to any other relief to which such party may be entitled. 

  
 8 








 14. Survival. All representations and warranties made as set forth in this Election
and Amendment Agreement shall survive the execution of this Election and Amendment Agreement and the consummation of the transactions contemplated herein. 
 In witness whereof, the Corporation and the undersigned stockholders have executed this Election and Amendment Agreement as of the date first written above. 

[signature pages follow] 

  
 9 









			
	CORPORATION:
	
	KAYAK SOFTWARE CORPORATION
		
	By:	 	 /s/ Daniel Stephen Hafner

	Name:	 	Daniel Stephen Hafner
	Title:	 	President

 [The remainder of this page is intentionally left blank] 







 STOCKHOLDERS: 

 

					
	 /s/ Daniel Stephen Hafner
	 		 	  

	Daniel Stephen Hafner	 		 	Paul English









									
	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:	 	 /s/ Jonathan Biggs
	 		 	By:	 	 /s/ Jonathan Biggs

	Name:	 	Jonathan Biggs	 		 	Name:	 	Jonathan Biggs
	Title:	 	Attorney in Fact	 		 	Title:	 	Attorney in Fact









									
	GENERAL CATALYST GROUP II, L.P.	 		 	GENERAL CATALYST GROUP III, L.P.
			
	 By: General Catalyst Partners II, L.P.
 Its General Partner
	 		 	 By: General Catalyst Partners III, L.P.
 Its General Partner

			
	 By: General Catalyst GP II, LLC
 Its General Partner
	 		 	 By: General Catalyst GP III, LLC
 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.
 Its General Partner
	 		 	 By: General Catalyst Partners III, L.P.
 Its General Partner

			
	 By: General Catalyst GP II, LLC
 Its General Partner
	 		 	 By: General Catalyst GP III, LLC
 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.
 Its General Partner
	 		 	 By: General Catalyst Partners V, L.P.
 Its General Partner

			
	 By: General Catalyst GP V, LLC
 Its General Partner
	 		 	 By: General Catalyst GP V, LLC
 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








 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









	
	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)









									
	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:	  	  










			
	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









			
	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:	 	  










			
	GOLD HILL VENTURE LENDING 03, L.P.
		
	By:	 	  

	Name:	 	
	Title:	 	









	
	  

	Matthias Zahn
	
	  

	Wolfgang Heigl
	
	  

	Andreas Stegmann
	
	  

	Pierre Jacoby-Schrade
	
	  

	Christian Saller








 Exhibit A 
 Charter Amendment 
 EIGHTH AMENDMENT TO 

AMENDED AND RESTATED 
 CERTIFICATE OF INCORPORATION 
 OF 

KAYAK SOFTWARE CORPORATION 
 (Pursuant to Sections 242 of the 
 General Corporation Law of the State of Delaware)

 KAYAK Software Corporation, a corporation organized and existing under and by virtue of the provisions of the General
Corporation Law of the State of Delaware (the “Corporation”), 
 DOES HEREBY CERTIFY: 

1) That the name of this corporation is KAYAK Software Corporation, and that this corporation was originally incorporated pursuant
to the General Corporation Law of the State of Delaware (the “DGCL”) on January 14, 2004 under the name Travel Search Company, Inc.; 
 2) That the Board of Directors duly adopted resolutions proposing to amend the Amended and Restated Certificate of Incorporation of this corporation, declaring said amendment to be advisable and in
the best interests of this corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor; 
 3) That the Board of Directors of the Corporation directed that such amendment be submitted to the stockholders of the Corporation for their consent and approval and, in lieu of a meeting and vote
of stockholders, the stockholders have given written consent to said amendment in accordance with the provisions of Section 228 of the DGCL. 
 4) That said amendment was duly adopted in accordance with the provisions of Sections 242 and 228 of the DGCL; which resolutions and consent setting forth the proposed amendment and restatement is
as follows: 
 RESOLVED, that the Amended and Restated Certificate of Incorporation of this Corporation, as amended, be
further amended to delete the word “and” appearing immediately 







 
before clause (ix) in subparagraph B.5E of Article FOURTH and to insert the following new clause (x) in such subparagraph B.5E of Article FOURTH: 

“; and (x) shares of Common Stock issued, or deemed issued, pursuant to (A) a firm commitment underwritten public offering
consummated pursuant to a Registration Statement under the Securities Act of 1933, as amended, with an effective time on or prior to December 31, 2012 and/or (B) pursuant to the terms of that certain Election and Amendment Agreement, dated
on or about April 19, 2012, by and between the Corporation and the other parties thereto”. 
 [The remainder
of this page is intentionally left blank. Signature page follows.] 







 IN WITNESS WHEREOF this Eighth Amendment to Amended and Restated
Certificate of Incorporation has been executed by the undersigned this 18th day of April, 2012. 
  

			
	KAYAK SOFTWARE CORPORATION
	
	  

	Name:	 	Daniel Stephen Hafner
	Title:	 	Chief Executive Officer









 Exhibit B 
 Wire Instructions 
 Remit payment by wire as follows: 

Silicon Valley Bank 
 3003 Tasman Drive

 Santa Clara, CA 95054 

Routing & Transit #: 
 Swift Code:

 Beneficiary: Kayak Software Corporation 
 Beneficiary Account #: 







 Exhibit C 
 Holders of Series D Convertible Preferred Stock 
  

							
	 HOLDER
	  	Series D
Shares	 	 	 Email address (optional)

	 Accel London II L.P.
	  	 	472,567	  	 	
	 Accel London Investors 2006 L.P.
	  	 	9,890	  	 	
	 GC Entrepreneurs Fund II, L.P.
	  	 	8,770	  	 	
	 GC Entrepreneurs Fund III, L.P.
	  	 	8,423	  	 	
	 GC Entrepreneurs Fund V, LP
	  	 	29,594	  	 	
	 General Catalyst Group II, L.P.
	  	 	232,461	  	 	
	 General Catalyst Group III, L.P.
	  	 	232,808	  	 	
	 General Catalyst Group V Supplemental, LP
	  	 	945,196	  	 	
	 General Catalyst Group V, LP
	  	 	472,598	  	 	
	 Gold Hill Venture Lending 03, L.P.
	  	 	48,246 	* 	 	
	 Norwest Venture Partners VII-A, LP
	  	 	120,615	  	 	
	 Norwest Venture Partners X, LP
	  	 	120,615	  	 	
	 Oak Investment Partners XII, Limited Partnership
	  	 	2,171,058	  	 	
	 Sequoia Capital Growth Fund III
	  	 	1,816,181	  	 	
	 Sequoia Capital Growth III Principals Fund
	  	 	93,790	  	 	
	 Sequoia Capital Growth Partners III
	  	 	19,877	  	 	
	 Tenaya Capital B, LP
	  	 	241,231	  	 	
	 Tenaya Capital V, LP
	  	 	567,163	  	 	
	 Tenaya Capital V-P, LP
	  	 	156,531	  	 	
	 Trident Capital Fund-V Affiliates Fund (Q), L.P.
	  	 	1,199	  	 	









							
	 Trident Capital Fund-V Affiliates Fund, L.P.
	  	 	1,256	  	  	
	 Trident Capital Fund-V Principals Fund, L.P.
	  	 	6,255	  	  	
	 Trident Capital Fund-V, L.P.
	  	 	216,100	  	  	
	 Trident Capital Parallel Fund-V, C.V.
	  	 	16,418	  	  	

  

	*	Subject to increase to up to 110,246 shares in total, if and to the extent an outstanding warrant to purchase 62,000 shares of Series D Convertible Preferred Stock is
exercised.