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
