THIRD AMENDMENT TO THE SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

Exhibit 4.10

THIRD AMENDMENT TO THE

SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

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).

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, and February 10, 2012 (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 13,431,815 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 Third 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:		Chief Executive Officer

Signature Page to the 3rd Amendment to the Investor Rights Agreement

FOUNDERS:

/s/ Xxxxxx Xxxxxxx Xxxxxx

Xxxxxx Xxxxxxx Xxxxxx

/s/ Xxxx Xxxxxxx

Xxxx Xxxxxxx

Signature Page to the 3rd 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 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
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 3rd Amendment to the Investor Rights Agreement

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:						By:
Name:		/s/    Xxxxxxxx Xxxxx				Name:		/s/    Xxxxxxxx Xxxxx
Title:		Attorney in Fact				Title:		Attorney in Fact

Signature Page to the 3rd 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/ 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 3rd Amendment to the Investor Rights Agreement

Xxxx Xxxxxxxxx

Signature Page to the 3rd Amendment to the Investor Rights Agreement

/s/ Xxxxxx Xxxxxxx Xxxxxx

Xxxxxx Xxxxxxx Xxxxxx

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/s/ Xxxx Xxxxxxx

Xxxx Xxxxxxx

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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 3rd Amendment to the Investor Rights Agreement

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 3rd Amendment to the Investor Rights Agreement

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 3rd Amendment to the Investor Rights Agreement

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:

Signature Page to the 3rd Amendment to the Investor Rights Agreement

GOLDHILL VENTURE LENDING 03, L.P.

By:

Name:

Title:

Signature Page to the 3rd 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

Xxxxxx Xxxxxxx Xxxxxx

[ADDRESS]

Xxxx Xxxxxxx

[ADDRESS]

Xxxx Xxxxxxxxx

[ADDRESS]

Signature Page to the 3rd 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 Capital V, L.P.

Tenaya Capital V-P, L.P.

Tenaya Capital B, LP

0000 Xxxxxxxx Xxxx, Xxxxx X

Xxxxxxxx, Xxxxxxxxxx 00000

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 Xxx, Xxxxx 000

Xxxx Xxxx, XX 00000

Gold Hill Venture Lending 03, L.P.

00 Xxxxxxxxx Xxxx Xxxx, Xxxxx 000

Xxxxxxxxx, XX 00000

The Xxxx X. English 2009 Charitable Remainder Unitrust I

[ADDRESS]

The Xxxx X. English 2009 Charitable Remainder Unitrust II

[ADDRESS]

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The English Family 2010 Trust

[ADDRESS]

Xxx Xxxxxxx

[ADDRESS]

Signature Page to the 3rd Amendment to the Investor Rights Agreement

Founders:

Xxxxxx Xxxxxxx Xxxxxx

[ADDRESS]

Xxxx Xxxxxxx

[ADDRESS]

Signature Page to the 3rd Amendment to the Investor Rights Agreement