FIRST AMENDMENT TO THE SIXTH 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/ Xxxxxx Xxxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxxx Xxxxxx
Title:		President

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

FOUNDERS:

/s/ Xxxxxx Xxxxxxx Xxxxxx

Xxxxxx Xxxxxxx Xxxxxx

/s/ Xxxx Xxxxxxx

Xxxx Xxxxxxx

/s/ Xxxx X. English

Xxxx X. English

The Xxxx X. English 2009 Charitable Remainder Unitrust I

By: /s/ Xxxx X. English

Name: Xxxx X. English, Trustee

By: /s/ Xxxx X. English

Name: Xxxx X. English, Trustee

The Xxxx X. English 2009 Charitable Remainder Unitrust II

By: /s/ Xxxx X. English

Name: Xxxx X. English, Trustee

By: /s/ Xxxx X. English

Name: Xxxx X. English, Trustee

Signature Page to the 1st 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 II, LLC						By: General Catalyst GP III, LLC
Its General Partner						Its General Partner
By:		/s/ Xxxxxxx X. Xxxxxxxxxx				By:		/s/ Xxxxxxx X. Xxxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxxx						Name: Xxxxxxx X. Xxxxxxxxxx
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 XX XX, LLC						By: General Catalyst GP III, LLC
Its General Partner						Its General Partner
By:		/s/ Xxxxxxx X. Xxxxxxxxxx				By:		/s/ Xxxxxxx X. Xxxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxxx						Name: Xxxxxxx X. Xxxxxxxxxx
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/ Xxxxxxx X. Xxxxxxxxxx				By:		/s/ Xxxxxxx X. Xxxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxxx						Name: Xxxxxxx X. Xxxxxxxxxx
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/ Xxxxxxx X. Xxxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Member and Chief Financial Officer

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

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/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
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/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Managing Member

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

INVESTOR:

/s/ Xxxx Xxxxxxxxx

Xxxx Xxxxxxxxx

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

INVESTOR:

/s/ Xxxxxx Xxxxxxx Xxxxxx

Xxxxxx Xxxxxxx Xxxxxx

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

INVESTOR:

/s/ Xxxx Xxxxxxx

Xxxx Xxxxxxx

/s/ Xxxx X. English

Xxxx X. English

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

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

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

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)

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

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:

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

INVESTOR:
OAK INVESTMENT PARTNERS XII, LIMITED PARTNERSHIP
By: Oak Associates XII, LLC, its General Partner
By:		/s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Managing Member

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

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:

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

INVESTOR:

SILICON VALLEY BANK

By:

Name:

Title:

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

INVESTORS:

GOLDHILL VENTURE LENDING 03, L.P.

By:

Name:

Title:

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

INSTITUTIONAL VENTURE PARTNERS XII, L.P.

By: Institutional Venture Management XII, LLC
Its General Partner
By:		(illegible)
Name:
Title:

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

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.

00 Xxxxxxxxxx Xxxx, Xxxxx 000

Xxxxxxxxx, XX 00000

Fax: (000) 000-0000

Attn: Xxxx Xxxxxx

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

0000 Xxxx Xxxx Xxxx

Xxxx 0, Xxxxx 000

Xxxxx Xxxx, XX 00000

America Online, Inc.

00000 XXX Xxx

Xxxxxx, XX 00000

Attn: Deputy General Counsel

Fax: (000) 000-0000

Xxxxxx Xxxxxxx Xxxxxx

0000 Xxxxxx Xxxxxx

Xxxxxxxxx, XX 00000

Fax: (000) 0000000

Xxxx Xxxxxxx

000 Xxxxxxxx Xxxxxx

Xxxxxxxxx, XX 00000

Fax: (000) 000-0000

Xxxx Xxxxxxxxx

0000 X. Xxxxxx Xxxx Xxxxx XX

Xxxxxxxxx, XX 00000

Fax: (000) 000-0000

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

Accel London II, L.P.

Accel London Investors 2006 L.P.

000 Xxxxxxxxxx Xxxxxx

Xxxx Xxxx, XX 00000-0000

Fax: (000) 000-0000

Attn: Xxxxxxx Xxxxxxxx

Notices also sent to

Accel Partners

00 Xx. Xxxxx’x Xxxxxx

Xxxxxx XX0X 0XX

Xxxxxx Xxxxxxx

Fax: x00 (0) 00 0000 0000

Attn: Xxxxxxxx Xxxxx

Attn: Xxxxx Xxxxx

Norwest Venture Partners VII-A

Norwest Venture Partners X, LP

000 Xxxxxxxxxx Xxxxxx

Xxxx Xxxx, Xx. 00000

650.321.8000

Oak Investment Partners XII, Limited Partnership

One Xxxxxx Xxxxxx

Xxxxxxxx, XX 00000

Attn: Xxxxxxx X. Xxxxx

Xxxxxx Brothers Venture Partners V X.X.

Xxxxxx Brothers Venture Partners V-P, L.P.

0000 Xxxx Xxxx Xxxx, Xxxxxxxx 0, Xxxxx 000

Menlo Park, California 94025-7103

Tenaya Capital B, LP

0000 Xxxx Xxxx Xxxx, Xxxxxxxx 0, Xxxxx 000

Xxxxx Xxxx, Xxxxxxxxxx 00000-0000

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.

000 Xxxxxxxx Xxxx, Xxxxx 000

Xxxx Xxxx, XX 00000

Gold Hill Venture Lending 03, L.P.

Two Xxxxxx Xxxxxxxxx Xxxx, Xxxxx 000

Xxxxxx, XX 00000

The Xxxx X. English 2009 Charitable Remainder Unitrust I

000 Xxxxxxxx Xxxxxx

Xxxxxxxxx, XX 00000

The Xxxx X. English 2009 Charitable Remainder Unitrust II

000 Xxxxxxxx Xxxxxx

Xxxxxxxxx, XX 00000

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

Xxxx X. English

00 Xxxxxxxxxx Xxxx

Xxxxxxxxx, XX 00000

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

Founders:

Xxxxxx Xxxxxxx Xxxxxx

0000 Xxxxxx Xxxxxx

Xxxxxxxxx, XX 00000

Fax: (000) 000-0000

Xxxx Xxxxxxx

000 Xxxxxxxx Xxxxxx

Xxxxxxxxx, XX 00000

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