CONFIDENTIAL TREATMENT AMADEUS PRODUCTS AND SERVICES AGREEMENTConfidential Treatment • April 23rd, 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
STOCKHOLDERS’ AGREEMENTStockholders’ 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
ELECTION AND AMENDMENT AGREEMENT KAYAK SOFTWARE CORPORATIONElection and Amendment Agreement • April 23rd, 2012 • KAYAK SOFTWARE Corp • Services-business services, nec • Delaware
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 s
SIXTH AMENDED AND RESTATED STOCK RESTRICTION AND CO-SALE AGREEMENTStock Restriction and Co-Sale Agreement • April 23rd, 2012 • KAYAK SOFTWARE Corp • Services-business services, nec • Delaware
SIXTH AMENDED AND RESTATED STOCK RESTRICTION AND CO-SALE AGREEMENT made this 22nd day of December, 2011 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
AMENDMENT NO. 1 TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • April 23rd, 2012 • KAYAK SOFTWARE Corp • Services-business services, nec • Delaware
THIS AMENDMENT NO. 1 TO STOCKHOLDERS’ AGREEMENT, dated as of December 22, 2011 (this “Amendment”), hereby amends that certain Stockholders’ Agreement, dated as of May 6, 2010, by and among KAYAK Software Corporation (the “Company”) and the other parties thereto (the “Stockholders’ Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Stockholders’ Agreement.
