1st Amendment to the 6th Amended and Restated Investor Rights Agreement



  
 Exhibit 4.4

 FIRST AMENDMENT TO THE 
 SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 

THIS FIRST AMENDMENT TO THE SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this
“Amendment”) made as of the 1st day of October 2010, 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). 
 WITNESSETH:

 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 (together with all exhibits thereto, the “Agreement”) and 
 WHEREAS, the Company, the Investors and the Founders 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 12,000,000
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 First 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


  
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	FOUNDERS:	 	
		
	 /s/ Daniel Stephen Hafner
	 	
	Daniel Stephen Hafner	 	
		
	 /s/ Paul English
	 	
	Paul English	 	
		
	 /s/ Jean A. English
	 	
	Jean A. English	 	
	
	The Paul M. English 2009 Charitable Remainder Unitrust I
		
	 By: /s/ Paul M. English
	 	
	Name: Paul M. English, Trustee	 	
		
	 By: /s/ Jean A. English
	 	
	Name: Jean A. English, Trustee	 	
	
	The Paul M. English 2009 Charitable Remainder Unitrust II
		
	 By: /s/ Paul M. English
	 	
	Name: Paul M. English, Trustee	 	
		
	 By: /s/ Jean A. English
	 	
	Name: Jean A. English, Trustee	 	


  
 Signature Page
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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 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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 INVESTORS: 

SEQUOIA CAPITAL XI 
 SEQUOIA TECHNOLOGY PARTNERS
XI 
 SEQUOIA CAPITAL XI PRINCIPALS FUND 
 By: SC Xl 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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 INVESTOR: 

 

			
	 /s/ Greg Slyngstad
	 	
	Greg Slyngstad	 	


  
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 INVESTOR: 

 

			
	 /s/ Daniel Stephen Hafner
	 	
	Daniel Stephen Hafner	 	


  
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 INVESTOR: 

 

			
	 /s/ Paul English
	 	
	Paul English	 	
		
	 /s/ Jean A. English
	 	
	Jean A. English	 	


  
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	INVESTORS:	 	
		
	ACCEL LONDON II L.P.	 	
	
	By: Accel London II Associates L.P.
	Its: General Partner	 	
	
	By: Accel London II Associates L.L.C.
	Its: General Partner	 	
			
	By:	 	 (illegible)
	 	
	Name:	 	
	Title: Attorney in Fact	 	
	
	ACCEL LONDON INVESTORS 2006 L.P.
	
	By: Accel London II Associates L.L.C.
	Its: General Partner	 	
			
	By:	 	 (illegible)
	 	
	Name:	 	
	Title: Attorney in Fact	 	


  
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 INVESTORS: 

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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 INVESTORS: 

 

											
	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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	INVESTOR:
	
	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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	INVESTORS:	 	
		
	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:	 	  
	 	
			
	Name:	 	  
	 	
			
	Title:	 	  
	 	


  
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	INVESTOR:	 	
		
	 SILICON VALLEY BANK
	 	
			
	 By:
	 	  
	 	
		
	 Name:
	 	
	 Title:
	 	


  
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	INVESTORS:	 	
	
	GOLDHILL VENTURE LENDING 03, L.P.
		
	 By:
	 	  

		
	 Name:
	 	
	 Title:
	 	


  
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 INSTITUTIONAL VENTURE PARTNERS XII,
L.P. 
  

					
	By: Institutional Venture Management XII, LLC
	Its General Partner
			
	 By:
	 	 (illegible)
	 	
	
	 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 
 America
Online, Inc. 
 22000 AOL Way 
 Dulles,
VA 20166 
 Attn: Deputy General Counsel 

Fax: (703) 265-1105 
 Daniel Stephen Hafner

 1316 Pequot Avenue 
 Southport, CT
06890 
 Fax: (203) 8993125 
 Paul
English 
 204 Pleasant Street 

Arlington, MA 02474 
 Fax: (781) 648-1500

 Greg Slyngstad 
 1736 W. Beaver Lake
Drive SE 
 Sammamish, WA 98075 
 Fax:
(425) 837-9403 

  
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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

 Lehman Brothers Venture Partners V L.P. 
 Lehman Brothers Venture Partners V-P, L.P. 
 3000 Sand Hill Road, Building 3, Suite 190 

Menlo Park, California 94025-7103 
 Tenaya
Capital B, LP 
 3000 Sand Hill Road, Building 3, Suite 190 
 Menlo Park, California 94025-7103 
 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 Avye, Suite 200 
 Palo Alto, CA 94301 
 Gold Hill Venture Lending 03, L.P. 
 Two Newton Executive Park, Suite 203 

Newton, MA 02462 
 The Paul M. English 2009
Charitable Remainder Unitrust I 
 204 Pleasant Street 
 Arlington, MA 02476 
 The Paul M. English 2009 Charitable Remainder Unitrust II 

204 Pleasant Street 
 Arlington, MA 02476


  
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 Jean A. English 
 51 Winchester Road 
 Arlington, MA 02474 

  
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 Founders: 

Daniel Stephen Hafner 
 1316 Pequot Avenue

 Southport, CT 06890 
 Fax:
(203) 899-3125 
 Paul English 

204 Pleasant Street 
 Arlington, MA 02474


  
 Signature Page
to the 1st Amendment to the Investor Rights Agreement