KAYAK SOFTWARE Corp Sample Contracts

Shares KAYAK SOFTWARE CORPORATION CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • July 9th, 2012 • KAYAK SOFTWARE Corp • Services-business services, nec • New York
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OFFICE LEASE SUNNYVALE CITY CENTER SPF MATHILDA, LLC, a Delaware limited liability company, as Landlord, and KAYAK SOFTWARE CORPORATION, a Delaware corporation, as Tenant.
Office Lease • November 17th, 2010 • KAYAK SOFTWARE Corp • California

This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between SPF MATHILDA, LLC, a Delaware limited liability company (“Landlord”), and KAYAK SOFTWARE CORPORATION, a Delaware corporation (“Tenant”).

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DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • January 18th, 2011 • KAYAK SOFTWARE Corp • Services-business services, nec • Delaware

This Director Indemnification Agreement, dated as of April 15, 2008 (this “Agreement”), is made by and between Kayak Software Corporation (the “Company”) and Harry Nelis (“Indemnitee”).

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KAYAK SOFTWARE CORPORATION AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT
Stock Option Agreement • January 18th, 2011 • KAYAK SOFTWARE Corp • Services-business services, nec • Massachusetts

THIS AGREEMENT, dated as of April 29, 2010, is by and between Kayak Software Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified below, residing at the address there set out (the “Optionee”).

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KAYAK SOFTWARE CORPORATION Amended and Restated 2005 EQUITY INCENTIVE PLAN Non- Qualified Stock Option Agreement
Non-Qualified Stock Option Agreement • January 18th, 2011 • KAYAK SOFTWARE Corp • Services-business services, nec • Massachusetts

THIS AGREEMENT, dated as of October 1, 2010, is by and between Kayak Software Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified below, residing at the address there set out (the “Optionee”).

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EMPLOYMENT AND NON-COMPETITION AGREEMENT
Employment Agreement • July 9th, 2012 • KAYAK SOFTWARE Corp • Services-business services, nec • New York

THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (the “Agreement”) is executed as of this 14th day of May 2012, by and between KAYAK Software Corporation, a Delaware corporation (the “Company”), and Daniel Stephen Hafner, an individual (“Employee”).

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AGREEMENT AND PLAN OF MERGER by and among KAYAK SOFTWARE CORPORATION, PRICELINE.COM INCORPORATED and PRODUCE MERGER SUB, INC. Dated as of November 8, 2012
Merger Agreement • November 9th, 2012 • KAYAK Software Corp • Services-business services, nec • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of November 8, 2012 (this “Agreement”), is by and among KAYAK Software Corporation, a Delaware corporation (the “Company”), priceline.com Incorporated, a Delaware corporation (“Parent”), and Produce Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub,” with the Company and Merger Sub sometimes being hereinafter referred to, together, as the “Constituent Corporations”).

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SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • November 17th, 2010 • KAYAK SOFTWARE Corp • Delaware

SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT made this 22nd day of March 2010, by and among Kayak Software Corporation, a Delaware corporation (the “Company”), those persons and entities listed under the heading “Investors” on Schedule I hereto (the “Investors”), (ii) those persons listed under the heading “Founders” on Schedule I hereto (the “Founders”), (iii) solely as a party to Sections 5 and 6 hereof in its capacity as a holder of Restricted Stock (as defined herein), Silicon Valley Bank and (iv) Institutional Venture Partners XII, L.P. (“IVP”).

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KAYAK SOFTWARE CORPORATION FORM OF RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • January 18th, 2011 • KAYAK SOFTWARE Corp • Services-business services, nec • Massachusetts

THIS AGREEMENT made this 15 of March, 2007, by and between Kayak Software Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified below, residing at the address there set out (the “Employee”).

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KAYAK SOFTWARE CORPORATION RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • January 18th, 2011 • KAYAK SOFTWARE Corp • Services-business services, nec • Massachusetts

THIS AGREEMENT made this 11th day of February, 2010, by and between Kayak Software Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified below, residing at the address there set out (the “Consultant”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • January 18th, 2011 • KAYAK SOFTWARE Corp • Services-business services, nec • Massachusetts

This Employment Agreement is made as of March 2, 2004, by and between Paul English (the “Executive”) and Travel Search Company, Inc. (the “Company”).

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CONFIDENTIAL TREATMENT AMADEUS PRODUCTS AND SERVICES AGREEMENT
Products and Services Agreement • July 9th, 2012 • KAYAK SOFTWARE Corp • Services-business services, nec • England

Amadeus IT Group, S.A., a Spanish company with principal offices at Salvador de Madariaga, 1—28027 Madrid, Spain (“Amadeus”) including its group entities, and

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TRAVEL SEARCH COMPANY, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • January 18th, 2011 • KAYAK SOFTWARE Corp • Services-business services, nec • Delaware

Restricted Stock Agreement (this “Agreement”) dated as of March 2, 2004 is by and between Travel Search Company, Inc., a Delaware corporation (the “Company”), and Daniel Stephen Hafner, an individual (the “Stockholder”).

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CONFIDENTIAL TREATMENT AMENDED AND RESTATED PROMOTION AGREEMENT
Promotion Agreement • December 7th, 2010 • KAYAK SOFTWARE Corp • Services-business services, nec • New York

This AMENDED AND RESTATED PROMOTION AGREEMENT (this “Agreement”) is dated as of April 23, 2009, and effective January 1, 2009 (the “Effective Date”) by and between Kayak Software Corp. (“Kayak”), a Delaware corporation with offices at 55 North Water Street, Suite 1, Norwalk, Connecticut 06854, and Orbitz Worldwide, LLC (“Orbitz”), a Delaware corporation with offices at 500 West Madison Street, Suite 1000, Chicago, IL 60661.

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SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • January 18th, 2011 • KAYAK SOFTWARE Corp • Services-business services, nec

This SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Second Amendment”), is made and entered into as of June 26, 2008 (the “Amendment Date”), between Kayak Software Corporation, a Delaware corporation (the “Company”), and Paul M. English, an individual (the “Executive”). This Second Amendment shall be effective on and as of the date hereof.

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KAYAK SOFTWARE CORPORATION FORM OF INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • January 18th, 2011 • KAYAK SOFTWARE Corp • Services-business services, nec • Massachusetts

THIS AGREEMENT, dated as of June 1, 2007, is by and between Kayak Software Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified below, residing at the address there set out (the “Optionee”).

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FIRST AMENDMENT TO THE SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • November 17th, 2010 • KAYAK SOFTWARE Corp

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).

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FIFTH AMENDED AND RESTATED STOCK RESTRICTION AND CO-SALE AGREEMENT
Stock Restriction and Co-Sale Agreement • November 17th, 2010 • KAYAK SOFTWARE Corp • Delaware

FIFTH AMENDED AND RESTATED STOCK RESTRICTION AND CO-SALE AGREEMENT made this 20th day of December, 2007 by and among (i) Kayak Software Corporation, a Delaware corporation (the “Company”), (ii) holders of Common Stock, or options or warrants to acquire Common Stock whose names are set forth under the heading “Holders” on Schedule I hereto and each person who shall, after the date hereof, acquire shares of Common Stock (or options or warrants to acquire Common Stock) and join in and become a party to this Agreement by executing and delivering to the Company an Instrument of Accession in the form of Schedule II hereto (the persons described in this clause (ii) being referred to collectively as the “Holders” and singularly as a “Holder”) and (iii) those persons whose names are set forth under the heading “Investors” on Schedule I hereto (the persons described in this clause (iii) being referred to collectively as the “Investors”). The Holders and Investors are collectively referred to her

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STOCKHOLDERS’ AGREEMENT
Stockholders' Agreement • April 23rd, 2012 • KAYAK SOFTWARE Corp • Services-business services, nec • Delaware

STOCKHOLDERS’ AGREEMENT (the “Agreement”) made this 6th day of May, 2010 by and among (i) Kayak Software Corporation, a Delaware corporation (the “Company”), (ii) the holders of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), whose names are set forth under the heading “Holders” on Schedule I hereto and each person who shall, after the date hereof, acquire shares of Common Stock from such Holders in accordance with the terms of this Agreement and join in and become a party to this Agreement by executing and delivering to the Company an Instrument of Accession in the form set forth on Schedule 11 hereto (the persons described in this clause (ii) being referred to collectively as the “Holders” and singularly as a “Holder”) and (iii) those persons whose names are set forth under the heading “Investors” on Schedule I hereto as the same may be modified from time to time pursuant to Section 18 (the persons described in this clause (iii) being referred to collecti

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FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT AND RESTRICTED STOCK AGREEMENT
Executive Employment Agreement and Restricted Stock Agreement • January 18th, 2011 • KAYAK SOFTWARE Corp • Services-business services, nec

This FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT AND RESTRICTED STOCK AGREEMENT (this “First Amendment”), is made and entered into as of March 1, 2007 (the “Amendment Date”), between Kayak Software Corporation, a Delaware corporation (the “Company”), and Paul English, an individual (the “Executive”). This First Amendment shall be effective on and as of the date hereof.

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CONFIDENTIAL TREATMENT SERVICES AGREEMENT
Services Agreement • November 17th, 2010 • KAYAK SOFTWARE Corp • Massachusetts

This SERVICES AGREEMENT (“Agreement”), made as of the 3rd day of March, 2005 by and between Kayak Software Corporation. a Delaware corporation with its address at 27 Ann Street, Norwalk, CT 06854 (“Kayak”) and ITA Software, Inc., a Delaware corporation with its address at 141 Portland Street, 7th Floor, Cambridge, MA 02139 (“ITA”).

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TRAVEL SEARCH COMPANY, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • January 18th, 2011 • KAYAK SOFTWARE Corp • Services-business services, nec • Delaware

THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) dated as of March 1, 2004 (“Grant Date”) is between Travel Search Company, Inc., a Delaware corporation (the “Company”), and Greg Slyngstad, (the “Participant”) relating to a Stock Option granted under the Travel Search Company, Inc. 2004 Stock Incentive Plan (the “Plan”). Capitalized terms used in this Agreement without definition shall have the meaning ascribed to such terms in the Plan.

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CONFIDENTIAL TREATMENT AMENDMENT TO SERVICES AGREEMENT
Services Agreement • May 27th, 2011 • KAYAK SOFTWARE Corp • Services-business services, nec

AMENDMENT, made as of the 18th day of July, 2007, to that certain SERVICES AGREEMENT (the “Agreement”), dated March 3, 2005 by and between Kayak Software Corporation, a Delaware corporation with its address at 27 Ann Street, Norwalk, CT 06854 (“Kayak”) and ITA Software, Inc., a Delaware corporation with its address at 141 Portland Street, 7th Floor, Cambridge, MA 02139 (“ITA”).

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AMENDMENT No. 1 MOBILE SEARCH SERVICES AGREEMENT
Mobile Search Services Agreement • January 18th, 2011 • KAYAK SOFTWARE Corp • Services-business services, nec

This Amendment No. 1 (“Amendment No. 1”) is made effective as of November 1, 2010 (the “Amendment No. 1 Effective Date”), and is attached to and forms a part of the Google Services Agreement by and between Google Inc. (“Google”) and Kayak Software Corp. (“Company”), made effective as of November 1, 2010 (the “Agreement”). Unless otherwise defined in this Amendment No. 1, capitalized terms shall have the meaning set forth in the Agreement.

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CONFIDENTIAL TREATMENT AMENDMENT TO SERVICES AGREEMENT
Services Agreement • November 17th, 2010 • KAYAK SOFTWARE Corp

AMENDMENT, made as of the 18th day of July, 2007, to that certain SERVICES AGREEMENT (the “Agreement”), dated March 3, 2005 by and between Kayak Software Corporation, a Delaware corporation with its address at 27 Ann Street, Norwalk, CT 06854 (“Kayak”) and ITA Software, Inc., a Delaware corporation with its address at 141 Portland Street, 7th Floor, Cambridge, MA 02139 (“ITA”).

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GOOGLE SERVICES AGREEMENT
Google Services Agreement • January 18th, 2011 • KAYAK SOFTWARE Corp • Services-business services, nec • New York

This Google Services Agreement (this “Agreement”) is entered into by Google Inc. (“Google”) and Kayak Software Corporation (“Company”) and is effective as of the Effective Date. For clarity, the Google Services Agreement, effective as of December 15, 2004, and a corresponding Google Services Agreement Order Form, effective as of December 17, 2004, as amended, entered into by Google and Company will expire on October 31, 2010 (collectively, the “Prior Agreement”).

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CONFIDENTIAL TREATMENT ita Software
Services Agreement • November 17th, 2010 • KAYAK SOFTWARE Corp

This letter will confirm that as a result of a merger, SideStep became a wholly-owned subsidiary of Kayak on or about December 21, 2007. Consequently, as of January 5, 2008, all Queries previously submitted to ITA from the SideStep System (as defined in the SideStep Agreement) pursuant to the SideStep Agreement, are now submitted to ITA by Kayak. Accordingly, Kayak and ITA hereby agree as follows:

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SECOND AMENDMENT TO THE SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • March 9th, 2012 • KAYAK SOFTWARE Corp • Services-business services, nec

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).

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THIRD AMENDMENT TO EMPLOYMENT AND NON-COMPETITION AGREEMENT
Employment Agreement • March 29th, 2013 • KAYAK Software Corp • Services-business services, nec

THIS THIRD AMENDMENT (this “Third Amendment”) to that certain EMPLOYMENT AND NON-COMPETITION AGREEMENT executed as of May 14, 2012 and amended by the First Amendment dated May 17, 2012, and further amended by the Second Amendment dated November 7, 2012 (the “Agreement”), is executed as of this 29th day of March 2013, by and between KAYAK Software Corporation, a Delaware corporation (the “Company”), and Daniel Stephen Hafner, an individual (“Employee”).

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KAYAK SOFTWARE CORPORATION 2012 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNITS AWARD AGREEMENT
Restricted Stock Units Award Agreement • March 29th, 2013 • KAYAK Software Corp • Services-business services, nec • Massachusetts

THIS AGREEMENT dated as of _________ __, 201_ between KAYAK Software Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), and __________ (the “Participant”), a director of the Company. Capitalized terms used but not defined herein have the meaning ascribed thereto in the Company's 2012 Equity Incentive Plan (as the same may be amended from time to time, the “Plan”).

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KAYAK SOFTWARE CORPORATION Option Amendment Agreement
Option Amendment Agreement • January 18th, 2011 • KAYAK SOFTWARE Corp • Services-business services, nec • Massachusetts

This Option Amendment Agreement (this “Option Amendment Agreement”) is made as of July 7, 2009, and amends that certain stock option agreement identified by its date and the shares subject thereto in the table below (the “Option Agreement”), by and between Kayak Software Corporation, a Delaware corporation (the “Company”), and the Employee identified in the table below.

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KAYAK SOFTWARE CORPORATION STOCK OPTION AGREEMENT
Stock Option Agreement • July 9th, 2012 • KAYAK SOFTWARE Corp • Services-business services, nec • Delaware

THIS AGREEMENT dated as of , 20 , between KAYAK Software Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified in paragraph 1 below, currently residing at the address set out at the end of this Agreement (the “Optionee”).

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CONFIDENTIAL TREATMENT SECOND AMENDMENT TO SERVICES AGREEMENT
Services Agreement • November 17th, 2010 • KAYAK SOFTWARE Corp

SECOND AMENDMENT, made as of the 1st day of January, 2009, to that certain SERVICES AGREEMENT (as amended to date, the “Agreement”), dated March 3, 2005 by and between Kayak Software Corporation., a Delaware corporation with its address. at 55 N. Water Street, Suite I ,Norwalk, CT 06854 (“Kayak”) and ITA Software, Inc., a Delaware corporation with its address at 141 Portland Street, 7th Floor, Cambridge, MA 02139 (“ITA”).

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LEASE YALE & TOWNE SPE LLC, Landlord and KAYAK SOFTWARE CORPORATION Tenant Building: 7 Market Street Stamford, CT
Lease • July 9th, 2012 • KAYAK SOFTWARE Corp • Services-business services, nec • Connecticut

LEASE dated the 4th day of June, 2012, by and between YALE & TOWNE SPE LLC (“Landlord”), a Connecticut limited liability company with an office at 100 Washington Boulevard, Suite 200, Stamford, CT 06902; and KAYAK SOFTWARE CORPORATION (“Tenant”), a Delaware corporation with an address at 55 North Water Street, Norwalk, CT 06854.

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THIRD AMENDMENT TO THE SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • July 9th, 2012 • KAYAK SOFTWARE Corp • Services-business services, nec

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).

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